General Insurance Article - Partnership Assurance Group - Scheme active now


Just Retirement and Partnership Assurance are pleased to announce that the scheme of arrangement (the "Scheme") by which the recommended all-share merger between Just Retirement and Partnership Assurance (the "Merger") is being effected has become Effective in accordance with its terms, following the sanction of the Scheme by the High Court of Justice in England and Wales on 1 April 2016 and the delivery of the sanction court order to the Registrar of Companies earlier today. The entire issued share capital of Partnership Assurance is now owned by Just Retirement.

 Admission of the New Just Retirement Shares and De-listing of Partnership Assurance
 Scheme Shareholders on the register of Partnership Assurance at the Scheme Record Time, being 6.00pm on 1 April 2016, will receive 0.834 New Just Retirement Shares for each Scheme Share held.
  
 It is expected that the following will take place at 8.00 a.m. today:
 • the admission of 368,376,421 New Just Retirement Shares to (i) the premium listing segment of the Official List of the Financial Conduct Authority and (ii) trading on the London Stock Exchange’s main market for listed securities (the "Admission"); and
 • the cancellation of admission of all Partnership Assurance Shares to (i) the premium listing segment of the Official List of the Financial Conduct Authority and (ii) trading on the London Stock Exchange’s main market for listed securities (the "De-listing").
  
 At such time, Just Retirement will have in issue 932,773,823 ordinary shares of 10 pence each, all of which will be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s main market for listed securities. All of Just Retirement’s ordinary shares rank pari passu in all respects, including in relation to the right to receive dividends and other distributions declared, made or paid on such shares, and each ordinary share carries the right to one vote in relation to all circumstances at general meetings of Just Retirement.
  
 Just Retirement does not hold any ordinary shares in treasury. Therefore, at such time, the total number of voting rights in Just Retirement will be 932,773,823, which figure may be used by holders of ordinary shares in Just Retirement as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, Just Retirement under the Financial Conduct Authority's Disclosure and Transparency Rules.
  
 The change of TIDM of Just Retirement from JRG to JRP will be effective from 8.00 a.m. today. The ISIN and SEDOL numbers for the Just Retirement shares will remain unchanged, being ISIN GB00BCRX1J15 and SEDOL BCRX1J1 respectively.
 It is expected that a further announcement will be made later today when the change of name of Just Retirement to JRP Group plc has taken effect.
  
 Board of the Combined Group
 Just Retirement is pleased to announce that, upon the Admission taking place at 8.00 a.m. today, the Board of Just Retirement will be as follows:
  
 Executive directors:
 Rodney Cook (Group Chief Executive Officer)
 David Richardson* (Deputy Group Chief Executive Officer)
 Simon Thomas (Group Chief Financial Officer)
  
 Non-executive directors:
 Chris Gibson-Smith* (Chairman)
 Tom Cross Brown (Deputy Chairman)
 Keith Nicholson (Senior Independent Director)
 Paul Bishop*
 Peter Catterall* (Cinven nominated director)
 Ian Cormack*
 Michael Deakin
 James Fraser (Avallux nominated director)
 Steve Melcher
 Clare Spottiswoode*
  
 Shayne Deighton and Kate Avery will step down from the Board of Just Retirement with effect from 8.00 a.m. today.
  
 *These appointments are effective from 8.00 a.m. today. There is no further information required to be disclosed under paragraph 9.6.13 of the Financial Conduct Authority's Listing Rules in respect of each of these appointments other than as already stated in the prospectus published by Just Retirement on 28 September 2015, except in respect of Ian Cormack, who is also a non-executive director of Hastings plc, and in respect of Clare Spottiswoode, who is the chairman of FlowGroup plc.
 Financial Year End
 Just Retirement announces that, following completion of the Merger, it will change its accounting reference date from 30 June to 31 December. As a result of the change, Just Retirement will announce its unaudited interim results for the period ending 30 June 2016 by 30 September 2016, and its audited results for the 18 months ending 31 December 2016 by 30 April 2017.
 Unless otherwise defined, all capitalised terms in this announcement have the same meaning as those contained in the scheme document published by Partnership Assurance on 5 November 2015.
  

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