Clifford Chance

Clifford Chance advises Just Retirement on all share merger with Partnership Assurance to create a combined £1.7bn group

International law firm Clifford Chance has advised Just Retirement Group plc on its recommended all-share merger with Partnership Assurance Group plc to create a combined £1.7bn group.

The merger is to be effected by means of a scheme of arrangement and is therefore conditional upon the approval of Partnership Assurance shareholders and sanction by the Court.  In addition, the merger constitutes a class 1 acquisition for Just Retirement, so Just Retirement shareholder approval is required.  The merger is also conditional upon approval from the Prudential Regulatory Authority, the Financial Conduct Authority and the Competition and Markets Authority, and is expected to become effective in December 2015.

Just Retirement and Partnership Assurance intend to raise equity capital amounting, in aggregate, to approximately £150m.

The merger is expected to result in Just Retirement Shareholders owning approximately 60% of the Combined Group and Partnership Assurance Shareholders owning approximately 40% of the Combined Group (disregarding the impact of any Capital Raise).

The cross-practice Clifford Chance team advising Just Retirement was led by Corporate partner Lee Coney, supported by partners Hilary Evenett (Corporate), Simon Thomas (Capital Markets), Alex Nourry (Antitrust) and Sonia Gilbert (Options), and senior associates Katherine Moir, Hugo Laing, Chris Roe and Chandralekha Ghosh. 

Clifford Chance has established itself internationally as a leading advisor in the Insurance sector, having recently advised on the US$1.74 billion top-up placement for China Taiping Insurance in May 2015.