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News Flash
Just about Premier bid
05 Aug '08
5 min read
Given the factors highlighted above and the potential for Just Group shareholders to receive additional cash consideration of 15 cents per share if Premier achieves a relevant interest in Just Group of 90% or more, the Special Board Committee intends to recommend Just Group shareholders accept Premier's offer if Premier gains control of Just Group.
By accepting Premier's offer, shareholders will:
1. Receive $2.095 cash and 0.25 of a Premier share for each Just Group share;
2. Receive additional cash consideration of 15 cents per share in the event that Premier achieves a relevant interest in Just Group of 90% or more during the offer period;
3. Be potentially eligible for capital gains tax scrip-for-scrip rollover relief if Premier achieves a relevant interest in Just Group of at least 80% during the offer period; and
4. Continue to retain participation in Just Group's growth potential through holding Premier shares, or sell on market any Premier shares they receive.
Just Group shareholders who have concerns regarding the liquidity and value of Premier's shares, Premier's strategies or Premier's corporate governance framework may wish to consider selling their Just Group shares on-market prior to the closure of Premier's offer, subject to being satisfied with the price realisable. Any shares sold on-market will incur brokerage and other costs, and may be subject to capital gains tax.
Intention of Directors in relation to their own Just Group shares
Consistent with the Special Board Committee's recommendation above, if Premier receives acceptance instructions which will enable Premier to take its relevant interest to more than 50% of Just Group and Premier declares its offer unconditional, each member of the Special Board Committee intends to either accept Premier's offer in relation to the Just Group shares they own or control, or sell their shares onmarket.
Discussions with Premier
Just Group and Premier have commenced discussions on an orderly transition of control of the Company in the event that Premier achieves interests in Just Group of more than 50% and declares its offer unconditional.
Shareholders should seek their own advice
Just Group shareholders should have regard to their own personal circumstances when deciding whether or not to accept Premier's offer and should seek their own professional advice. If Premier achieves a relevant interest in Just Group of more than 50% and declares its offer unconditional, Just Group will issue a Supplementary Target's Statement reflecting the change in the Special Board Committee's recommendation.
Premier's offer is currently scheduled to close at 7.00pm on 15 August 2008.
By accepting Premier's offer, shareholders will:
1. Receive $2.095 cash and 0.25 of a Premier share for each Just Group share;
2. Receive additional cash consideration of 15 cents per share in the event that Premier achieves a relevant interest in Just Group of 90% or more during the offer period;
3. Be potentially eligible for capital gains tax scrip-for-scrip rollover relief if Premier achieves a relevant interest in Just Group of at least 80% during the offer period; and
4. Continue to retain participation in Just Group's growth potential through holding Premier shares, or sell on market any Premier shares they receive.
Just Group shareholders who have concerns regarding the liquidity and value of Premier's shares, Premier's strategies or Premier's corporate governance framework may wish to consider selling their Just Group shares on-market prior to the closure of Premier's offer, subject to being satisfied with the price realisable. Any shares sold on-market will incur brokerage and other costs, and may be subject to capital gains tax.
Intention of Directors in relation to their own Just Group shares
Consistent with the Special Board Committee's recommendation above, if Premier receives acceptance instructions which will enable Premier to take its relevant interest to more than 50% of Just Group and Premier declares its offer unconditional, each member of the Special Board Committee intends to either accept Premier's offer in relation to the Just Group shares they own or control, or sell their shares onmarket.
Discussions with Premier
Just Group and Premier have commenced discussions on an orderly transition of control of the Company in the event that Premier achieves interests in Just Group of more than 50% and declares its offer unconditional.
Shareholders should seek their own advice
Just Group shareholders should have regard to their own personal circumstances when deciding whether or not to accept Premier's offer and should seek their own professional advice. If Premier achieves a relevant interest in Just Group of more than 50% and declares its offer unconditional, Just Group will issue a Supplementary Target's Statement reflecting the change in the Special Board Committee's recommendation.
Premier's offer is currently scheduled to close at 7.00pm on 15 August 2008.
Just Group
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