Result of Meeting(s)

 

TIDMJR. 
 
RNS Number : 9938B 
Just Retirement (Holdings) plc 
05 November 2009 
 

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 THAT JURISDICTION 
 
 
 
 
Recommended acquisition 
of Just Retirement (Holdings) plc 
 by Avalon 
Acquisitions Limited, 
  a company formed by funds advised by Permira Advisers 
LLP 
 
 
 
 
Results of the Court Meeting and General Meeting 
 
 
 
 
On 25 September 2009, the board of Avalon Acquisitions Limited ("Avalon") and 
the Independent Directors of Just Retirement (Holdings) plc ("Just Retirement") 
announced that they had reached agreement on the terms of a recommended proposal 
for Avalon, a newly incorporated company owned by funds advised by Permira 
Advisers LLP ("Permira"), to acquire the entire issued and to be issued ordinary 
share capital of Just Retirement (the "Proposal"). 
 
 
On 9 October 2009, Just Retirement announced the posting to Just Retirement 
shareholders of a circular (the "Scheme Document"), containing, amongst other 
things, notices of the court meeting (the "Court Meeting") and general meeting 
(the "General Meeting") of Just Retirement shareholders to be held on Wednesday 
4 November 2009 to consider and, if thought fit, approve a scheme of arrangement 
under Part 26 of the Companies Act 2006 by which the Proposal would be 
implemented (the "Scheme") and to consider and, if thought fit, pass a special 
resolution to approve the Scheme (the "Special Resolution"). 
 
 
Just Retirement is pleased to announce that the Scheme was duly approved at the 
Court Meeting and that the Special Resolution was duly passed at the General 
Meeting held yesterday. 
 
 
At the Court Meeting, the Scheme was approved by a majority in number of those 
Just Retirement shareholders present and voting in person or by proxy, 
representing over 75 per cent. in value of the Just Retirement shares held by 
such shareholders.  Neither Avalon nor Michael Fuller voted at the Court Meeting 
in respect of the Just Retirement shares held by them respectively.  As set out 
in the Scheme Document, the Independent Directors of Just Retirement consider 
that it is appropriate to treat Michael Fuller as a separate class of 
shareholder for the purposes of the Scheme. In accordance with the irrevocable 
undertaking which he has given to Avalon and Just Retirement, Michael Fuller has 
irrevocably consented to and approved the Scheme in writing in respect of all 
his Just Retirement shares, conditionally upon his constituting a separate class 
of shareholder for the purposes of the Scheme. 
 
 
At the General Meeting, over 75 per cent. of the votes cast, either in person or 
by proxy, were cast in favour of the Special Resolution, which accordingly was 
passed. 
 
Voting was by poll at both the Court Meeting and the General Meeting.  The votes 
cast were as follows: 
 
 
Court Meeting 
 
 
+------------+-------------+------------+-------------+---------------+--------------+ 
|            |  Number of  | % of Just  |  % of Just  |  Number of    |  % of Just   | 
|            |    Just     |Retirement  | Retirement  |     Just      |  Retirement  | 
|            | Retirement  |  shares    |   shares    |  Retirement   |shareholders  | 
|            |   shares    |   voted    |eligible to  |shareholders   |    voting    | 
|            |    voted    |            |vote at the  |    voting     |              | 
|            |             |            |    Court    |               |              | 
|            |             |            |  Meeting    |               |              | 
+------------+-------------+------------+-------------+---------------+--------------+ 
| For        | 187,012,114 |     99.99% |       76.4% |            53 |        94.6% | 
+------------+-------------+------------+-------------+---------------+--------------+ 
| Against    |       7,020 |      0.01% |       0.01% |             3 |         5.4% | 
+------------+-------------+------------+-------------+---------------+--------------+ 
 
 
Note: Neither Avalon nor Michael Fuller voted at the Court Meeting in respect of 
the Just Retirement shares held by them respectively.For the purposes of the 
third column above, the Just Retirement shares held by Avalon and Michael Fuller 
are shares which are not eligible to vote at the Court Meeting. 
 
 
General Meeting 
 
 
+---------------+--------------+--------------+---------+-------------+-------------+ 
|               |  Number of   |  % of Just   |         |             |             | 
|               |    Just      |  Retirement  |         |             |             | 
|               |  Retirement  |shares voted  |         |             |             | 
|               |shares voted  |              |         |             |             | 
+---------------+--------------+--------------+---------+-------------+-------------+ 
| For           |  260,896,459 |       99.99% |         |             |             | 
+---------------+--------------+--------------+---------+-------------+-------------+ 
| Against       |        3,020 |        0.01% |         |             |             | 
+---------------+--------------+--------------+---------+-------------+-------------+ 
| Vote Withheld |            0 |          N/A |         |             |             | 
+---------------+--------------+--------------+---------+-------------+-------------+ 
 
 
The following indicative timetable sets out the expected dates of the remaining 
principal events required for the implementation of the Proposal. 
 
 
+------------------------------------------------+-----------------------------+ 
| Event                                          |          Time and / or date | 
+------------------------------------------------+-----------------------------+ 
|                                                |                             | 
+------------------------------------------------+-----------------------------+ 
| The following dates are subject to change(1)   |                             | 
+------------------------------------------------+-----------------------------+ 
| First Court Hearing (to sanction the Scheme)   |   10:30 a.m. on 23 November | 
|                                                |                        2009 | 
+------------------------------------------------+-----------------------------+ 
| Last day of dealings in Just Retirement Shares |            24 November 2009 | 
+------------------------------------------------+-----------------------------+ 
| Scheme Record Time                             |    6:00 p.m. on 24 November | 
|                                                |                        2009 | 
+------------------------------------------------+-----------------------------+ 
| Second Court Hearing (to confirm the Capital   |   10:30 a.m. on 25 November | 
| Reduction)                                     |                        2009 | 
+------------------------------------------------+-----------------------------+ 
| Effective Date of the Scheme                   |            26 November 2009 | 
+------------------------------------------------+-----------------------------+ 
| Cancellation of trading on AIM of Just         |    8:00 a.m. on 26 November | 
| Retirement Shares                              |                        2009 | 
+------------------------------------------------+-----------------------------+ 
| Latest date for dispatch of cheques/settlement | 14 days after the Effective | 
| through Crest and dispatch of Securities       |                        Date | 
| certificates                                   |                             | 
+------------------------------------------------+-----------------------------+ 
(1) These times and dates are indicative only and will depend on, among other 
things, whether and when the Conditions are satisfied or (where applicable) 
waived and the dates upon which the Court sanctions the Scheme and confirms the 
associated Capital Reduction. If the expected dates of the Court Hearings are 
changed, Just Retirement will give adequate notice of the changes by issuing an 
announcement through a Regulatory Information Service. 
 
 
A copy of this announcement will be available on Just Retirement's website at 
www.justretirement.com/InvestorRelations/Home.aspx from 12 noon on 6 November 
2009. 
 
 
Terms defined in the Scheme Document shall have the same meaning in this 
announcement. 
 
Enquiries 
 
 
+--------------------------------------------------+---------------------------+ 
| Just Retirement                                  | [phone]        | 
| Tom Cross Brown, Chairman                        |                           | 
| Simon Thomas, Finance Director                   |                           | 
| Shayne Deighton, Chief Actuary                   |                           | 
|                                                  |                           | 
+--------------------------------------------------+---------------------------+ 
| Deutsche Bank                                    | [phone]       | 
| Michael Lamb / Omar Faruqui                      |                           | 
| James Agnew / Toby Clark (Corporate Broking)     |                           | 
|                                                  |                           | 
+--------------------------------------------------+---------------------------+ 
| Citigate Dewe Rogerson                           | [phone]       | 
| Michael Berkeley / Ged Brumby                    |                           | 
|                                                  |                           | 
+--------------------------------------------------+---------------------------+ 
 
 
 
 
 
 
 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or an invitation to subscribe for or purchase 
any securities or the solicitation of any vote or approval in any jurisdiction 
pursuant to the Proposal or otherwise. The Proposal will be made solely through 
the Scheme Document, which contains the full terms and conditions of the 
Proposal (including details on how to vote in respect of the Proposal). Any 
response in relation to the Proposal should be made only on the basis of the 
information contained in the Scheme Document. 
 
 
Deutsche Bank AG is authorised under German Banking Law (competent authority: 
BaFin - Federal Financial Supervisory Authority) and authorised and subject to 
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's 
authorisation and regulation by the FSA are available on request. Deutsche Bank 
AG, London Branch is acting as financial adviser and corporate broker to Just 
Retirement and no one else in connection with the contents of this announcement 
and will not be responsible to anyone other than Just Retirement for providing 
the protections afforded to the clients of Deutsche Bank AG nor for providing 
advice in relation to any matter referred to herein. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or 
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any 
class of "relevant securities" of Just Retirement, all "dealings" in any 
"relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 p.m. (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the scheme becomes effective (or if 
implemented by way of offer, the offer becomes, or is declared, unconditional as 
to acceptances), or otherwise lapses or is withdrawn or on which the "offer 
period" otherwise ends. If two or more persons act together pursuant to an 
agreement or understanding, whether formal or informal, to acquire an "interest" 
in "relevant securities" of Just Retirement, they will be deemed to be a single 
person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in 
"relevant securities" of Just Retirement by Just Retirement or Avalon, or by any 
of their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the London business day following the date of the relevant 
transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at 
http://www.thetakeoverpanel.org.uk/. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. If you are in any doubt as to whether or not you 
are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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