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Just about Premier bid
05
Aug '08
Premier Investments Limited (Premier) has announced that it has received acceptance instructions which will enable Premier to take its relevant interest to 46.97% of all fully paid ordinary shares in Just Group Limited (“Just Group”).

The Special Board Committee announced that, if Premier reaches acceptance levels of 50% or more (including acceptance instructions under the Institutional Acceptance Facility) and declares its offer unconditional, it will recommend that Just Group shareholders accept Premier's offer.

Just Group shareholders should have regard to their own personal circumstances when deciding whether to accept Premier's offer and should seek their own professional advice, particularly given the offer involves part scrip consideration. Some Just Group shareholders may wish to consider selling their Just Group shares on market, subject to the price realisable, in the event that they do not want to receive Premier shares as consideration.

Dr Ian Pollard, Just Group Chairman, said: “While we believe that Premier's offer does not adequately recognise the underlying value of Just Group and its future growth prospects, the Special Board Committee acknowledges that, in light of the changed circumstances, shareholders should accept Premier's offer if it achieves acceptances of 50% or more, or alternatively sell their Just Group shares on market. We believe it is now in Just Group shareholders' best interests for Premier to achieve a relevant interest of 90% or greater so that all Just Group shareholders are able to access the additional 15 cents per share cash consideration and be potentially eligible for capital gains tax scrip-for-scrip rollover relief.”

Key considerations if Premier acquires over 50%:
If Premier acquires more than 50% of Just Group shares, the Special Board Committee believes that the profile of Just Group, and therefore the basis for assessing Premier's offer, will fundamentally change. In particular:

1. Premier will have control of Just Group's Board and management team. Premier would be in a position to appoint a new Board and management team and control the strategic direction of the Just Group business;
2. Remaining Just Group shareholders will become minority shareholders in a company controlled by Premier;
3. It is unlikely that Just Group will receive a takeover offer in the near future from a third party. Further, there is no guarantee that Premier will make a further offer or that any offer made will be the same as, or higher than, Premier's current offer; and
4. The liquidity of Just Group shares is likely to be substantially reduced.

Given the recent share market volatility, there is also an increased risk that Just Group's share price would fall if Premier achieves control, but not 100% ownership, of Just Group. The S&P/ASX 200 Index has fallen 8.4% since Premier's offer was announced.

Special Board Committee recommendation


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