Partnership Assurance Group PLC Statement re. Suspension (9791T)

TIDMPA.

RNS Number : 9791T

Partnership Assurance Group PLC

01 April 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO

OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

1 April 2016

Partnership Assurance Group plc

("Partnership Assurance")

Recommended all-share merger of Partnership Assurance and Just Retirement Group plc

Suspension of listing and trading in Partnership Assurance Shares

Partnership Assurance announces that, with effect from 5.00 p.m. (London time) today, 1 April 2016, listing of the Partnership Assurance Shares on the premium listing segment of the Official List of the UK Listing Authority and trading in Partnership Assurance Shares on the London Stock Exchange's main market for listed securities were suspended.

The Scheme is expected to become Effective on 4 April 2016.

The delisting of Partnership Assurance Shares from the premium listing segment of the Official List of the UK Listing Authority and the cancellation of admission to trading of Partnership Assurance Shares on the London Stock Exchange's main market for listed securities have been applied for and, subject to the Scheme becoming Effective, are expected to take effect at 8.00 a.m. (London time) on 4 April 2016.

Full details of the Merger are set out in the Scheme Document dated 5 November 2015 and supplementary Scheme Document dated 14 March 2016. Capitalised terms used but not otherwise defined in this announcement have the meaning given to them in the Scheme Document.

Enquiries:

 
  Investors:                         Media: 
  Katherine Jones                    Jim Boyd                  Citigate 
   Director of Investor Relations     Director of Corporate     Dewe Rogerson 
   [phone]               Affairs                   Grant Ringshaw 
                                      [phone]           [phone] 
                                      2744                      2851 
                                                                Shabnam Bashir 
                                                                [phone] 
                                                                2822 
 Financial Advisors: 
 Evercore (Lead financial adviser to Partnership 
  Assurance) 
  Andrew Sibbald [phone] 
  Nick Chapman [phone] 
  J.P. Morgan Cazenove (Financial adviser and 
  corporate broker to Partnership Assurance) 
  Conor Hillery [phone] 
  Mike Collar [phone] 
  Morgan Stanley (Financial adviser and corporate 
  broker to Partnership Assurance) 
  Matt Cannon [phone] 
  Ben Grindley [phone] 
 

Important notices

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication of this announcement

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Partnership Assurance's website at www.partnership-group.com and Just Retirement Group plc's website at www.justretirementgroup.com, by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested (directly or indirectly) in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. on the 10(th) Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. on the 10(th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 01, 2016 13:20 ET (17:20 GMT)