Just Group PLC

Regulatory Filings • Sep 28, 2015

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek immediately your own financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000, as amended (the ''FSMA'') who specialises in advising upon investment in shares and other securities if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in your own jurisdiction.

If you sell or have sold or otherwise transferred all of your Existing Just Retirement Shares prior to the date the shares are traded ''ex'' the entitlement to the Open Offer, for qualifying non-CREST Shareholders only, you should send the Application Form at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred any part of your registered holding of Existing Just Retirement Shares in the Company, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately and refer to the instructions regarding split applications set out in the Application Form, if relevant. However, no Application Form should be forwarded to or transmitted in or into the Excluded Territories where doing so may constitute a violation of local securities laws. Please refer to paragraph 20 of Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'' and paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer'' if you propose to send the Application Form outside the United Kingdom.

The distribution of this Prospectus and the accompanying documents, and/or the transfer of the Open Offer Entitlements through CREST into, and the availability of the Consideration Shares in jurisdictions other than the United Kingdom, may be restricted by law. Therefore, persons into whose possession this Prospectus and any accompanying documents come should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, such documents should not be distributed, forwarded to, or transmitted in or into (in the context of the Placing and Open Offer) any Excluded Territory or (in the context of the Proposed Merger) any Restricted Jurisdiction.

Neither this Prospectus, the Open Offer Entitlements nor the Application Form constitutes, or will constitute, or form, or will form, part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for Conditional Placed Shares or Open Offer Shares to any person with a registered address, or who is located or resident, in the United States, or to any person with a registered address, or who is located or resident, in any of the other Excluded Territories. The Conditional Placed Shares or Open Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ''U.S. Securities Act'') and are, subject to certain limited exceptions, only being offered and sold outside the United States in compliance with Regulation S under the U.S. Securities Act (''Regulation S''). For a description of certain further restrictions on offers, sales and transfers of the Conditional Placed Shares and Open Offer Shares, see Part 14 ''Terms and Conditions of the Open Offer''.

Unless an exemption under relevant securities laws is available, the Consideration Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any resident of any Restricted Jurisdiction. The Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Prospectus. Any representation to the contrary is a criminal offence in the United States. For a description of certain further restrictions on offers, sales and transfers of the Consideration Shares, see paragraph 20 of Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''.

This Prospectus comprises a prospectus for the purposes of Article 3 of Directive 2003/71/EC, as amended (the ''Prospectus Directive'') relating to the New Just Retirement Shares and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ''FCA'') made under section 73A of the FSMA. The Prospectus will be made available to the public in accordance with the Prospectus Rules. The Directors of Just Retirement Group plc (''Just Retirement'' or the ''Company'') and the Proposed Directors, whose names appear on pages 55 and 144 to 147 of this Prospectus, and the Company accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the Directors and the Proposed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information.

JUST RETIREMENT GROUP PLC

(incorporated under the Companies Act 2006 and registered in England and Wales with registered number 8568957)

Proposed issue of up to 371,504,547 New Just Retirement Shares of 10 pence each to be issued by the Company in connection with the proposed recommended all-share merger of Just Retirement Group plc and Partnership Assurance Group plc to be implemented by way of a scheme of arrangement of Partnership Assurance Group plc under Part 26 of the Companies Act 2006

Placing and Open Offer of 63,525,672 New Just Retirement Shares at £1.59 per Existing Just Retirement Share

and

Application for admission of the New Just Retirement Shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange

Sponsor, Lead Financial Adviser and Joint Bookrunner

Barclays

Deutsche Bank Financial Adviser Nomura

Fenchurch

Joint Bookrunner Joint Bookrunner

Just Retirement Shareholders and investors are advised to examine all the risks that might be relevant in connection with the value of an investment in the New Just Retirement Shares. Investors should read this entire Prospectus (including the documents, or parts thereof, incorporated by reference) and, in particular, the section headed ''Risk Factors'' for a discussion of certain factors that should be considered by Just Retirement Shareholders and investors when considering whether or not to make an application pursuant to the Open Offer in connection with an investment in Just Retirement, the Combined Group, the Just Retirement Shares and the New Just Retirement Shares. Your attention is also drawn to Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''. NOTWITHSTANDING THIS, YOU SHOULD READ THIS ENTIRE PROSPECTUS AND ANY DOCUMENTS INCORPORATED BY REFERENCE.

The Existing Just Retirement Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities. Applications will be made to the FCA for the New Just Retirement Shares to be issued in connection with the Placing and Open Offer and the Proposed Merger to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Just Retirement Shares to be admitted to trading on its main market for listed securities. It is expected that Admission of the Conditional Placed Shares and Open Offer Shares will become effective and that dealings in the Conditional Placed Shares and Open Offer Shares will commence at 8.00 a.m. on 16 October 2015. It is expected that Admission of the Consideration Shares will become effective and that dealings in the Consideration Shares will commence at 8.00 a.m. on the Business Day following the completion of the Proposed Merger, subject to the satisfaction or waiver (if capable of waiver) of the CMA Pre-Condition and certain Conditions (other than those Conditions which relate to Admission of the Consideration Shares). The New Just Retirement Shares will, when issued, rank pari passu in all respects with the Existing Just Retirement Shares. No application will be made for the New Just Retirement Shares to be admitted to listing or dealt with on any other exchange.

The Open Offer closes at 11.00 a.m. on 13 October 2015 and payment is required in full by this time. If you are a Qualifying non-CREST Shareholder and wish to apply or subscribe for Open Offer Shares under the Open Offer, you should complete the accompanying Application Form and return it with your remittance in accordance with the instructions set out in paragraph 4(a) of Part 14 ''Terms and Conditions of the Open Offer'' and in the Application Form. If you are a Qualifying CREST Shareholder, the relevant CREST instructions must have settled, as explained in this Prospectus, by no later than 11.00 a.m. on 13 October 2015. The Application Form is personal to Qualifying non-CREST Shareholders and cannot be transferred, sold or assigned except to satisfy bona fide market claims. Applications under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

Investors should only rely on the information contained in this Prospectus and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and the documents (or parts thereof) incorporated by reference herein and, if given or made, such information or representation must not be relied upon as having been so authorised by the Company, the Directors, the Proposed Directors, Barclays Bank PLC (''Barclays'') or Fenchurch Advisory Partners LLP (''Fenchurch''). In particular, the contents of the Company's and Partnership Assurance Group plc's (''Partnership Assurance'') websites do not form part of this Prospectus and investors should not rely on them. Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA and Prospectus Rule 3.4, neither the delivery of this Prospectus nor Admission of the New Just Retirement Shares shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Just Retirement Group or the Combined Group taken as a whole since the date of this Prospectus or that the information in it is correct as of any time after the date of this Prospectus. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information if so required by law or by any regulatory authority but assumes no further obligation to publish additional information.

Barclays, which is authorised in the United Kingdom by the Prudential Regulation Authority (the ''PRA'') and regulated in the United Kingdom by the FCA and the PRA, is acting as sponsor, joint bookrunner and lead financial adviser exclusively for Just Retirement and no one else in connection with the Proposed Merger, the Placing and Open Offer, the contents of this Prospectus and Admission of the New Just Retirement Shares. Barclays will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Proposed Merger, the Placing and Open Offer, the contents of this Prospectus or Admission of the New Just Retirement Shares and will not be responsible to anyone other than Just Retirement for providing the protections afforded to its clients or for providing advice in connection with the Proposed Merger, the Placing and Open Offer, the contents of this Prospectus, Admission of the New Just Retirement Shares or any other transaction or arrangement referred to in this Prospectus.

Deutsche Bank AG, London Branch (''Deutsche Bank'') is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Nomura International plc (''Nomura'') is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA. Deutsche Bank and Nomura are each acting as joint bookrunner exclusively for Just Retirement and no one else in connection with the Placing and Open Offer. Each of Deutsche Bank and Nomura will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Placing and Open Offer, the contents of this Prospectus or Admission of the Conditional Placed Shares and Open Offer Shares and will not be responsible to anyone other than Just Retirement for providing the protections afforded to its clients or for providing advice in connection with the Placing and Open Offer, the contents of this Prospectus, Admission of the Conditional Placed Shares and Open Offer Shares or any other transaction or arrangement referred to in this Prospectus.

Fenchurch, which is authorised and regulated by the FCA, is acting as financial adviser to Just Retirement and no one else in connection with the contents of this Prospectus and will not be responsible to anyone other than Just Retirement for providing the protections afforded to its clients or for providing advice in connection with the Proposed Merger, the Placing and Open Offer, Admission of the New Just Retirement Shares, the contents of this Prospectus or any matter referred to in this Prospectus.

Barclays, Deutsche Bank, Nomura and Fenchurch and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Just Retirement Shareholders and the Company for which they would have received customary fees.

Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays, Deutsche Bank, Nomura and Fenchurch by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, Barclays, Deutsche Bank, Nomura and Fenchurch do not accept any responsibility whatsoever for, and make no representation or warranty, express or implied, as to or in respect of, the contents of this Prospectus, including its accuracy, completeness or verification or regarding the legality of an investment in the New Just Retirement Shares by a subscriber thereof under the laws applicable to such subscriber, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the New Just Retirement Shares, the Placing and Open Offer or the Proposed Merger, and nothing in this Prospectus will be relied upon as a promise or representation in this respect, whether or not to the past or future. Barclays, Deutsche Bank, Nomura and Fenchurch accordingly disclaim all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which they might otherwise have in respect of this Prospectus or any such statement.

Barclays, Deutsche Bank and Nomura may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the New Just Retirement Shares and/or related instruments for their own respective accounts for the purpose of hedging their respective underwriting exposure or otherwise. Except as required by applicable law or regulation, Barclays, Deutsche Bank and Nomura do not propose to make any public disclosure in relation to such transactions.

This Prospectus may only be used for the purpose of the Placing and Open Offer or for considering the terms of the Proposed Merger and may not be reproduced or distributed, in whole or in part, and none of the contents of this Prospectus may be disclosed, nor any information herein may be used for, any purpose other than in connection with the Placing and Open Offer or considering the terms of the Proposed Merger or an investment in the New Just Retirement Shares. Any recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus.

Investors acknowledge that: (i) they have not relied on Barclays, Deutsche Bank, Nomura, Fenchurch or any person affiliated with Barclays or Fenchurch in connection with any investigation of the accuracy of any information contained in this Prospectus or their investment decision; and (ii) they have relied only on the information contained in this Prospectus and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been so authorised.

Persons who come into possession of this Prospectus should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this Prospectus, the Placing and Open Offer and the Proposed Merger. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

THE CONTENTS OF THIS PROSPECTUS ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

NONE OF THE COMPANY, BARCLAYS, DEUTSCHE BANK, NOMURA, FENCHURCH OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS MAKING ANY REPRESENTATION TO ANY PROSPECTIVE INVESTOR OF THE NEW JUST RETIREMENT SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE NEW JUST RETIREMENT SHARES BY SUCH PROSPECTIVE INVESTOR UNDER THE LAWS APPLICABLE TO SUCH PROSPECTIVE INVESTOR.

THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SUCH SECURITIES BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

Notice to Overseas Shareholders

The release, publication or distribution of this Prospectus and the issue of the New Just Retirement Shares in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession, issue or distribution of this Prospectus (or any other offering or publicity materials or application form(s) relating to the New Just Retirement Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this Prospectus nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Placing and Open Offer and the Proposed Merger disclaim any responsibility or liability for the violation of such requirements by any person.

The Placing and Open Offer are not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or by any facility of a national state or other securities exchange of any Excluded Territories, and no person may vote in respect of the Proposed Merger by any such use, means, instrumentality or facility or from within any Excluded Territories.

Unless an exemption under relevant securities laws is available, the Consideration Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any resident of any Restricted Jurisdiction.

Accordingly, copies of this Prospectus and all documents relating to the Placing and Open Offer and the Proposed Merger are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from (in the context of the Placing and Open Offer) any Excluded Territory or (in the context of the Proposed Merger) any Restricted Jurisdiction and persons receiving this Prospectus (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Prospectus and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction.

The New Just Retirement Shares have not been, and will not be, listed on any stock exchange other than London Stock Exchange and have not been, and will not be, registered under the U.S. Securities Act or under any laws of any state, district or other jurisdiction, of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the New Just Retirement Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New Just Retirement Shares to be offered in compliance with applicable securities laws of Japan and no regulatory clearances in respect of the New Just Retirement Shares have been, or will be, applied for in any other jurisdiction.

Notice to U.S. holders of Partnership Assurance Shares

This Prospectus does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. The Consideration Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. The Consideration Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or an exemption therefrom.

None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Partnership Assurance Shareholders (whether or not U.S. persons (as defined in the U.S. Securities Act)) who are or will be affiliates of Just Retirement or Partnership Assurance prior to, or of Just Retirement after, the Proposed Merger becomes Effective will be subject to certain U.S. transfer restrictions relating to the New Just Retirement Shares received pursuant to the Proposed Merger.

The Proposed Merger relates to the securities of a UK-registered company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement under the laws of the UK. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the U.S. Exchange Act. The Proposed Merger is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information included in this Prospectus has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. However, if Just Retirement were to elect to implement the Proposed Merger by means of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Just Retirement and no one else. In addition to any such Takeover Offer, Just Retirement, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Partnership Assurance outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the U.S. Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service (an ''RIS'') of the UK Listing Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.

NOTICE TO U.S. INVESTORS

This Prospectus does not constitute an offer of securities for sale in the United States or an offer to purchase or subscribe for securities in the United States. The New Just Retirement Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. The New Just Retirement Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the U.S. Securities Act or an exemption therefrom.

None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The Conditional Placed Shares and Open Offer Shares are, subject to certain limited exceptions, only being offered and sold outside the United States in offshore transactions as such terms are defined in, and in reliance on, Regulation S.

In addition, until 40 days after the commencement of the Placing and Open Offer, an offer, sale or transfer of Conditional Placed Shares and Open Offer Shares within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the U.S. Securities Act.

The Conditional Placed Shares and Open Offer Shares have not been and will not be registered under the relevant laws of any Excluded Territory or any state, province or territory thereof and may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from any other Excluded Territory or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any other Excluded Territory except pursuant to an applicable exemption. There will be no public offer in any Excluded Territory.

All Overseas Shareholders, and any person (including, without limitation, a nominee, custodian or trustee) who has a contractual or other legal obligation to forward this Prospectus or the Application Form, if and when received, or other document to a jurisdiction outside the UK, should read paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer'' and paragraph 20 of Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''.

CONTENTS

	Page
SUMMARY INFORMATION	2
RISK FACTORS	27
DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED AND
HEAD OFFICE AND ADVISERS	55
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	57
INDICATIVE STATISTICS	59
IMPORTANT INFORMATION	60
PART 1 DETAILS OF THE PROPOSED MERGER AND THE PLACING AND OPEN
OFFER	71
PART 2 QUESTIONS AND ANSWERS ABOUT THE PLACING AND OPEN OFFER .	92
PART 3 INFORMATION ON THE JUST RETIREMENT GROUP	98
PART 4 INFORMATION ON THE PARTNERSHIP ASSURANCE GROUP	117
PART 5 REGULATORY OVERVIEW	133
PART 6 DIRECTORS, PROPOSED DIRECTORS, SENIOR MANAGEMENT AND
CORPORATE GOVERNANCE	144
PART 7 JUST RETIREMENT FINANCIAL INFORMATION	152
PART 8 JUST RETIREMENT OPERATING AND FINANCIAL REVIEW	154
PART 9 PARTNERSHIP ASSURANCE FINANCIAL INFORMATION .	183
PART 10 RECONCILIATION OF PARTNERSHIP ASSURANCE GROUP FINANCIAL
INFORMATION ON THE BASIS OF ACCOUNTING POLICIES OF THE JUST
RETIREMENT GROUP	188
PART 11 PARTNERSHIP ASSURANCE OPERATING AND FINANCIAL REVIEW	189
PART 12 EUROPEAN AND MARKET CONSISTENT EMBEDDED VALUE
SUPPLEMENTARY INFORMATION .	208
PART 13 UNAUDITED PRO FORMA FINANCIAL INFORMATION ON THE COMBINED
GROUP .	210
PART 14 TERMS AND CONDITIONS OF THE OPEN OFFER	219
PART 15 UK TAXATION	238
PART 16 ADDITIONAL INFORMATION .	242
PART 17 BASES OF BELIEF AND ASSUMPTIONS IN RELATION TO THE QUANTIFIED
FINANCIAL BENEFITS STATEMENT	291
PART 18 DEFINITIONS	292
PART 19 GLOSSARY	306

SUMMARY INFORMATION

Summaries are made up of disclosure requirements known as ''Elements''. These Elements are numbered in Sections A-E (A.1-E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ''not applicable''.

		Section A—Introductions and warnings
Element	Disclosure Requirement	Disclosure
A.1	Warning to investors	This summary should be read as an introduction to this Prospectus.
		Any decision to invest in the securities should be based on consideration of this Prospectus as a whole by the investor.
		Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the European Economic Area (''Member States''), have to bear the costs of translating this Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, and applied its notification, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale or final placement of securities through financial intermediaries	Not applicable. No consent has been given by the Company or any person responsible for drawing up this Prospectus to the use of this Prospectus for subsequent resale or final placement of securities by financial intermediaries.
		Section B—Issuer
Element	Disclosure Requirement	Disclosure
B.1	Legal and commercial	Just Retirement Group plc (''Just Retirement'' or the

	name	''Company'')
B.2	Domicile and legal form	The Company is a public limited company, incorporated on 13 June 2013 in the United Kingdom with registered number 8568957 and with its registered office situated in England and Wales. The Company operates under the Companies Act 2006 (the ''Companies Act'') and regulations made thereunder.
B.3	Key factors affecting current operations and principal activities	Established in 2004, Just Retirement is a specialist UK financial services group focusing on the UK retirement income market. It is a leading provider of defined benefit (''DB'') de-risking solutions,

annuities and lifetime mortgages (''LTMs'').

Element Disclosure Requirement Disclosure

The Just Retirement Group's leading medical underwriting skills have enabled it to offer competitive but profitable terms in the provision of both bulk and individual annuities. For smaller DB pension schemes with below average life expectancy, the Just Retirement Group can profitably offer attractive buy-out terms to trustees seeking to de-risk their scheme. For larger schemes, the Just Retirement Group may be able to help de-risk the scheme by means of a ''top slicing'' of liabilities. Likewise, for individual annuities, by underwriting the annuitant based on medical and/or lifestyle factors, the Just Retirement Group can offer a rate which more closely reflects their life expectancy than traditional pricing models, often offering significantly better value for money. The directors of Just Retirement (the ''Directors'') expect an increasing proportion of annuities to be underwritten based on medical and/or lifestyle factors over time, whether the insured is unhealthy or not. Rates offered to both group and individual annuitants are further supported by the attractive returns attained by the Just Retirement Group's portfolio of LTMs as well as fixed income securities.

The Just Retirement Group continuously looks to use its significant proprietary intellectual property (''IP'') to increase its share in those segments of retirement income products assessed to be attractive, and to develop new products such as hybrid policies combining individually underwritten guaranteed income with income drawdown, immediate need annuities, and capped drawdown contracts. The Just Retirement Group's DB de-risking solutions business was established in 2012 and has already grown to be the largest revenue generator measured by new business premiums in the current financial year.

Just Retirement has utilised its well-known brand, sound capital position, automated and scalable underwriting system and reputation for high-quality service to develop a multi-channel distribution strategy that complies with the rules and guidance arising from the Retail Distribution Review (which came into force on 31 December 2012). In the DB de-risking segment, Just Retirement's products are distributed via employee benefit consultants (''EBCs'') who advise the trustees on the management of their schemes. Distribution to individuals is through a combination of financial intermediaries, EBCs, life insurance companies, platforms, banks, building societies, price comparison websites and affinity partners. The Directors believe that the strength of Just Retirement's distribution relationships and the willingness of networks to engage with it are testament to the strength of its award winning and differentiated service proposition for distributors and the Just Retirement Group's commitment to offer a ''just retirement'' to its customers.

		Section B—Issuer
Element	Disclosure Requirement	Disclosure

Just Retirement has consistently reinsured a substantial portion of the longevity risks within its annuity new business (55 per cent. for DB de-risking liabilities and 66 per cent. of qualifying annuities new business). This strategy has provided relief from statutory capital requirements, allowing the Just Retirement Group to optimise its capital position and support growth. For individual annuities, the treaties allow Just Retirement to recapture underwriting years once their reassurance financing has been repaid, which it will do if experience is favourable. Since this option has been exercised for a number of past underwriting years, the proportion of the in force liabilities reassured for individual business is approximately 34 per cent. on a regulatory basis.

Just Retirement is based in Surrey and had 769 employees as at 30 June 2015. The Just Retirement Group's management team has over 100 years of combined experience in the retirement income market, and the majority have been part of the Just Retirement Group for a significant period of time. Members of the Just Retirement Group are authorised and regulated in the United Kingdom by the FCA and/or the PRA. In particular, Just Retirement Limited is authorised by the PRA and regulated by the FCA and the PRA, while Just Retirement Solutions Limited is authorised and regulated by the FCA.

B.4a Significant trends affecting Prior to 2012, the DB de-risking sector primarily relied on the Combined Group and underwriting factors such as pension amount and postcode in the industry in which it order to assess life expectancy. Up to this point in time, the Just operates Retirement Group's focus had been on individual customers and offering individuals better value for money by using its individual underwriting skills based on medical and/or lifestyle factors. However, during 2012, both the Just Retirement Group and the Partnership Assurance Group started developing their focus on medically underwritten annuities for DB de-risking schemes. During 2012, Just Retirement recruited a DB de-risking solutions team capable of applying its medical underwriting IP in a group context. The following year the Just Retirement Group began writing bulk purchase annuities, enabling trustees to de-risk the DB pension schemes under their management. The Just Retirement Group can, in many cases, use its medical underwriting capabilities to offer trustees materially better terms than bulk annuity writers who do not take the medical and lifestyle data of scheme members into account. In a similar vein, Partnership Assurance uses health and well-being information collected directly from a subset of members in order to medically underwrite each transaction. By bringing Partnership Assurance's high data approach to the DB de-risking segment, Partnership Assurance is able to use its expertise and proprietary intellectual property in medical underwriting to price the longevity risk of pensioners within defined benefit schemes more accurately, often resulting in more attractive prices for trustees.

Element Disclosure Requirement Disclosure

The Directors and the Proposed Directors believe the DB de-risking segment has long-term growth potential, given the strong trend to defined contribution pension schemes and concurrent closure of DB pension schemes to new members. The DB de-risking segment also has scope for significantly more sophisticated medical underwriting. The Directors and the Proposed Directors therefore believe the DB de-risking segment offers a significant growth opportunity for the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The changes announced in the Budget speech of the Chancellor of the Exchequer to the UK Parliament on 19 March 2014, implemented in April 2015 (the ''2014 Budget''), removed any restrictions on how individuals are able to access their pension savings, providing more flexibility as to how individuals can fund their retirement and decreasing incentives for individuals to annuitise their pension savings, resulting in material falls in individual annuity volumes. The Just Retirement Group has responded by creating drawdown products which work together with guaranteed income for life (''GIfL'') products. The Partnership Assurance Group is also looking to develop alternative products which combine a guaranteed income with drawdown solutions. These new products allow individuals to keep some of their savings at work in the investment markets, while ensuring that their regular expenses will be met by turning some of their savings into a secure income. This new hybrid segment is beginning to emerge, but the Directors believe its new, flexible products place it in the vanguard of product innovation for individual retirement income.

The reduced demand for annuities since the 2014 Budget has allowed both the Just Retirement Group and the Partnership Assurance Group to significantly accelerate their DB de-risking strategies, and in the financial year ended 30 June 2015, DB de-risking sales made up approximately half of the total sales of each of the Just Retirement Group and the Partnership Assurance Group.

B.5 Group description Just Retirement is currently the ultimate holding company of the Just Retirement Group. If the Proposed Merger becomes Effective, JRP Group plc will become the ultimate holding company of the Combined Group.

B.6 Major shareholders As at 25 September 2015 (the ''Last Practicable Date''), insofar as it is known to the Company, the following persons were, as will be at Admission of the Conditional Placed Shares and Open Offer Shares and Admission of the Consideration Shares, interested directly or indirectly in three per cent. or more of the voting rights in respect of the issued ordinary share capital of the Company or

JRP Group plc (as applicable) based on the assumptions set out below:

As at the Last Practicable Date				Immediately following Admission of the Conditional Placed Shares and Open Offer Shares	Immediately following Admission of the Consideration Shares
Name	Number of Just Shares	Percentage of Just Retirement's Retirement issued share Retirement issued share JRP Group capital	Number of Just Shares	Percentage of Just Retirement's capital	Shares	Percentage of Number of JRP Group plc's issued share capital
Avallux	. 261,788,257	52.3	274,366,873	48.6	274,366,873	29.3
Schroders plc(1) Kames	27,325,444	5.5	27,325,444	4.8	27,325,444	2.9
Capital Plc(1)	15,274,328	3.0	15,274,328	2.7	15,274,328	1.6
Cinven Funds .	0	0	0	0	182,479,327	19.5

Note:

(1) Disregarding any existing shareholding in Partnership Assurance.

The following assumptions have been made when expressing interests in voting rights in respect of the issued ordinary share capital of the Company at Admission of (1) the Conditional Placed Shares and Open Offer Shares and (2) the Consideration Shares (as applicable) in this Prospectus:

• (a) in respect of all shareholders, that (1) 371,504,547 Consideration Shares are issued in connection with the Proposed Merger; (2) the holdings of existing shareholders in the Company or Partnership Assurance Group plc (''Partnership Assurance'') (as relevant) as at the Last Practicable Date do not change, save as set out in these assumptions; (3) that no other issues of Just Retirement Shares or Partnership Assurance Shares occur between the Last Practicable Date and Admission of the Consideration Shares, save for those issued in connection with the Capital Raise and the issue of 371,504,547 Consideration Shares by the Company; and (4) taking into account only any publicly disclosed participation, or intention to participate, in the Capital Raise (being the participation, or intended participation, of Avallux, the Cinven Funds, Kate Avery and Michael Deakin);
• (b) in respect of Avallux, that Avallux subscribes for 12,578,616 New Just Retirement Shares pursuant to the Placing and does not exercise any of its Open Offer Entitlements; and
• (c) in respect of the Cinven Funds, that the Cinven Funds subscribe for 11,206,585 Partnership Assurance Shares pursuant to the Partnership Assurance Placing.

None of the Company's major shareholders set out above have or will have different voting rights attached to the Just Retirement Shares they hold in the Company.

The Company is not aware of any person who, at the Last Practicable Date, exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company.

On 12 November 2013, the Company entered into a relationship agreement with Avallux (the ''Avallux Relationship Agreement''), principally to ensure that it will be able, at all times, to carry on its business independently of Avallux and that all transactions and relationships between the Company and Avallux are at arm's length and on a normal commercial basis.

On 11 August 2015, the Company entered into a relationship agreement with the Cinven Funds and Cinven Limited (the ''Cinven Relationship Agreement'') which principally will, conditional upon completion of the Proposed Merger, ensure that it will be able, at all times, to carry on its business independently of the Cinven Funds and that all transactions and relationships between the Company and the Cinven Funds are at arm's length and on a normal commercial basis.

B.7 Key financial information HISTORICAL KEY FINANCIAL INFORMATION OF THE JUST

	Year ended 30 June 2015	Year ended 30 June 2014	Year ended 30 June 2013
	£m	£m	£m
Total revenue	2,567.3	1,442.1	970.8
Net claims paid	(250.5)	(206.6)	(149.1)
Net change in insurance and
investment contract liabilities	(2,099.4)	(856.2)	(461.4)
Acquisition costs and other
operating expenses	(146.1)	(157.9)	(153.7)
Finance costs	(100.9)	(128.6)	(128.3)
(Loss)/profit before tax	(29.6)	92.8	78.3
Income tax	4.8	(20.3)	(20.5)
(Loss)/profit for the year	(24.8)	72.5	57.8

Statement of comprehensive income

Total revenue mainly comprises new business premiums, reinsurance recapture and net investment income from the Just Retirement Group's financial asset portfolio, offset by reinsurance premiums.

Total revenue has grown from £970.8 million for the year ended 30 June 2013, to £2,567.3 million for the year ended 30 June 2015, reflecting the growth in New Business Sales, the impact of a falling interest rate environment on the Just Retirement Group's fixed income investment portfolio and reinsurance recaptures.

Net claims paid increased from £149.1 million for the year ended 30 June 2013, to £250.5 million for the year ended 30 June 2015, as a result of the continued increase in the size of the in-force book of business over the period.

Net change in insurance and investment contracts are also driven by the size of the in-force business, and together with reinsurance recaptures, have also been impacted by the reduction in interest rates over the period, resulting in a significant increase in these line items, from £461.4 million for the year ended 30 June 2013, to £2,099.4 million for the year ended 30 June 2015.

and narrative description of RETIREMENT GROUP significant changes to Statement of comprehensive income financial condition and operating results of the group during or subsequent to the period covered by the historical key financial information

Element Disclosure Requirement Disclosure

Acquisition costs and operating expenses have decreased from £153.7 million for the year ended 30 June 2013, to £146.1 million for the year ended 30 June 2015. Acquisition costs have decreased during the period between 30 June 2013 and 30 June 2015 as a result of decreased sales of GIfL contracts following the 2014 Budget announcement, and the corresponding reduction in sales of LTM contracts. This has been partially offset by the increase in operating expenses relating to restructuring costs incurred as the Just Retirement Group reduced its ongoing cost base in response to the changes to the pensions landscape, and due to non-recurring costs incurred relating to preparation for the new Solvency II reporting regime, and the development and launch of new products following the Budget announcement.

Finance costs relate to interest payable on reinsurance and bank financing and before Just Retirement's November 2013 IPO also related to interest on the Just Retirement Group's preference shares and loan notes. Finance costs have fallen from £128.3 million for the year ended 30 June 2013, to £100.9 million for the year ended 30 June 2015. The preference shares and loan notes were repaid at the time of Just Retirement's IPO as part of the Just Retirement Group reorganisation. The reduction in finance costs is driven by the repayment of these balances together with a fall in interest payable on deposits received from reinsurers as a result of the fall in the reinsurance balances.

Key performance indicators

The Just Retirement Board has adopted a number of metrics, which are considered to give an understanding of the Just Retirement Group's underlying performance drivers. These measures are referred to as key performance indicators (''KPIs''), and are New Business Sales, New Business Operating Profit, In-Force Operating Profit, European Embedded Value (''EEV'') and Economic Capital Coverage Ratio. The KPIs relating to new Business Operating Profit, In-Force Operating Profit and Underlying Operating Profit are set out in the table below.

	Year ended 30 June 2015	Year ended 30 June 2014	Year ended 30 June 2013
	£m	£m	£m
New Business Operating
Profit	36.8	53.1	58.9
In-Force Operating Profit	49.6	43.6	41.1
Underlying Operating Profit .	86.4	96.7	100.0

New Business Operating Profit has reduced from £58.9 million for the year ended 30 June 2013, to £36.8 million for the year ended 30 June 2015, reflecting the impact of the 2014 Budget on sales of GIfL contracts, and also reflecting a reduction in overall margins due to market competition.

In-Force Operating Profit has grown consistently year on year from £41.1 million for the year ended 30 June 2013, to £49.6 million for the year ended 30 June 2015, reflecting the release of prudent reserves above best estimates on the ''in-force'' book of business.

Section B—Issuer

Element Disclosure Requirement Disclosure

Underlying Operating Profit represents the sum of New Business Operating Profit and In-Force Operating Profit and decreased from £100 million for the year ended 30 June 2013, to £86.4 million for the year ended 30 June 2015, for the reasons set out above.

Statement of Financial Position

	Year ended 30 June 2015	Year ended 30 June 2014	Year ended 30 June 2013
	£m	£m	£m
Intangible assets and
Equipment	75.9	78.6	84.9
Financial investments	8,494.7	7,490.0	6,044.7
Reinsurance assets	2,477.1	3,616.3	3,476.8
Cash and cash equivalents . .	58.8	54.4	40.6
Insurance and investment
contract liabilities	(7,668.6)	(6,681.0)	(5,620.7)
Financial liabilities	(2,690.1)	(3,705.2)	(3,760.6)
Other net assets/(liabilities)	66.2	(0.3)	(115.6)
Total equity	814.0	852.8	150.1

Total equity increased from £150.1 million at 30 June 2013 to £852.8 million at 30 June 2014 mainly as a result of the reorganisation of the Just Retirement Group at the time of Just Retirement's IPO, which included the repayment of loan notes and preference shares and raising of new equity capital. Since Just Retirement's IPO, total equity of the Just Retirement Group has decreased further to £814.0 million at 30 June 2015, primarily as a result of the loss for the period.

Cash flow statement

	Year ended 30 June 2015	Year ended 30 June 2014	Year ended 30 June 2013
	£m	£m	£m
Net cash inflow / (outflow)
from operating activities . .	(56.6)	(73.9)	41.1
Net cash inflow / (outflow)
from investing activities	(2.0)	(1.7)	(3.6)
Net cash inflow / (outflow)
from financing activities . .	(23.3)	281.3	98.5
Net cashflow for the year	(81.9)	205.7	136.0

Premiums received from sales of DB de-risking solutions and GIfL contracts are invested in financial assets including fixed income securities, gilts and equity release mortgages. The Just Retirement Group's principal cash inflows comprise such premiums and the redemption of, and coupons received from, these financial assets. The Just Retirement Group's principal cash outflows comprise the purchase of financial assets, payments to annuitants, expenses and taxation. Net cash outflows from operating activities were £56.6 million in the year ended 30 June 2015, primarily related to a £956.7 million increase in insurance liabilities, reflecting the present value of the expected liabilities

Element Disclosure Requirement Disclosure

for the new policies, a £990.4 million decrease in deposits received from reinsurers, mainly as a result of the recapture of policies during the year, and £201.6 million of interest received, reflecting an increase in financial assets, and a decrease in reinsurance assets.

Net cash flow from investing activities primarily consists of capital expenditure, including the development of the Just Retirement Group's underwriting system, PrognoSysTM. Net cash outflows from investing activities were £2.0 million in the year ended 30 June 2015, primarily related to capital expenditure on the Just Retirement Group's IT systems including the Just Retirement Group's underwriting system, PrognoSysTM, which was brought into use during the second half of the year ended 30 June 2015.

Net cash flows from financing activities primarily relate to the proceeds of Just Retirement's IPO and receipt/repayment of bank borrowings. Net cash outflows from financing activities were £23.3 million in the year ended 30 June 2015, primarily related to dividends paid of £16.5 million, and scheduled repayments of bank loans.

Significant change

Since 30 June 2015, the Just Retirement Group has traded in line with the Just Retirement Board's expectations as a whole.

The Just Retirement Group's results of operations for the period since 30 June 2015, reflect the continued growth of DB de-risking sales compared with the corresponding period in 2014. GIfL sales continue to be impacted by the changes affecting the annuity segment announced in the 2014 Budget.

The Just Retirement Group expects further future significant growth in DB de-risking solutions sales, and expects some stabilisation of the GIfL segment, although there remains uncertainty as to how the GIfL segment will develop and how consumers will choose to use their retirement funds to provide for their old age.

The Just Retirement Group has responded to the changes in the retirement market through the launch in April 2015 of the Just Retirement Flexible Pension Plan, which has been designed to provide consumers with access to their pension savings to withdraw a tax-free lump sum, take an income directly from their pension fund and buy a pension annuity at a later date, and/or withdraw lump sums throughout their retirement.

The LTM segment continues to grow and to benefit from increasing consumer demand; the Just Retirement Group uses these assets to back its insurance liabilities and targets sales of LTM to be approximately 25 per cent. of total DB and GIfL sales.

HISTORICAL KEY FINANCIAL INFORMATION OF THE PARTNERSHIP ASSURANCE GROUP

The tables below set out the Partnership Assurance Group's summary financial information for the periods indicated reported in accordance with IFRS. The consolidated financial information for the Partnership Assurance Group for the six months ended 30 June 2015 and 2014 and for each of the three years ended 31 December 2014, 2013, and 2012 has been extracted without material adjustment from the historical financial information relating to the Partnership Assurance Group.

Income Statement Information

	For the six months ended 30 June (unaudited)			Audited numbers for the year ended 31 December
	2015	2014	2014	2013	2012
			(£000's)
Gross premiums written	242,778	385,340	760,638	1,159,562	1,468,008
Total income	172,495	263,091	752,097	563,532	708,463
Total claims & expenses				(169,567) (248,080) (728,030) (480,872) (640,984)
Profit from continuing operations before tax Income tax charge from continuing	2,928	15,011	24,067	82,661	67,479
operations Profit for the period from continuing	(692)	(3,950)	(5,213)	(23,240)	(17,245)
operations Profit / (loss) from discontinued operations .	2,236 —	11,061 —	18,854 —	59,421 —	50,234 (28)
Total profit for the period	2,236	11,061	18,854	59,421	50,206

Gross premiums written amounted to £242.8 million for the six months ended 30 June 2015, a decrease of £142.5 million, compared to £385.3 million for the six months ended 30 June 2014. This decrease was primarily the result of lower volumes of annuity sales following the 2014 Budget announcement. Total income amounted to £172.5 million for the six months ended 30 June 2015, a decrease of £90.6 million, compared to £263.1 million for the six months ended 30 June 2014 as a result of lower levels of reinsurance activity following the lower volumes of annuity sales and a lower proportion of new business premiums being reinsured and a higher proportion of assets being held in cash. For the reasons discussed above, profit for the period amounted to £2.2 million for the six months ended 30 June 2015, a decrease of £8.9 million compared to £11.1 million for the six months ended 30 June 2014.

Key Performance Indicators

The Partnership Assurance Board monitors the Partnership Assurance Group's performance by regularly reviewing a number of metrics which the Partnership Board considers give greater understanding of the underlying performance drivers of the Partnership Assurance Group. The metrics relating to New Business Operating Profit and Total Operating Profit, together with a reconciliation of the Total Operating Profit to IFRS Profit from continuing operations before tax, are set out in the table below.

	For the six months ended 30 June (unaudited)		Audited numbers for the year ended 31 December
	2015	2014	2014	2013	2012
			(£000's)
New Business Operating Profit	(2,425)	17,803	38,962	85,678	93,871
In-Force Operating Profit	13,476	6,840	8,477	34,278	14,263
Long-term expected return on surplus
assets	7,241	8,746	16,328	11,435	3,997
Total Operating Profit	18,292	33,389	63,767	131,391	112,131
IFRS Profit from continuing operations
before tax	2,928	15,011	24,067	82,661	67,479

New Business Operating Profit, generated from new business written in the period, amounted to a loss of £2.4 million for the six months ended 30 June 2015, a decrease of £20.2 million compared to £17.8 million for the six months ended 30 June 2014. This decrease was primarily the result of lower volumes of annuity sales following the 2014 Budget announcement and the impact of the mismatch between costs and revenues while annuity sales remained subdued.

Total Operating Profit is the sum of New Business Operating Profit and In-Force Operating Profit, together with the long-term expected return from investments held by the Partnership Assurance Group that are not required to back insurance liabilities (termed ''surplus assets''). In-Force Operating Profit, generated from actual experience measured against assumed experience in the actuarial basis, amounted to £13.5 million for the six months ended 30 June 2015, an increase of £6.7 million compared to £6.8 million for the six months ended 30 June 2014 which reflects the increased size of the business and higher planned margins on mortality as the Partnership Assurance Board decided to increase the level of retained risk, particularly in respect of DB business, as well as positive longevity experience on care business. Long-term expected return on surplus assets amounted to £7.2 million for the six months ended 30 June 2015, a decrease of £1.5 million compared to £8.7 million for the six months ended 30 June 2014. This decrease was primarily the result of an increase in the proportion of assets held in cash, coupled with lower longer term expected rates of return on bonds.

Balance Sheet Information

	As at 30 June (unaudited)			As at 31 December
	2015	2014	2014	2013	2012
			(£000's)
Assets
Goodwill & Intangible
Assets	140,462	142,473	141,426	142,608	138,550
Financial Assets	4,840,070	4,274,147	4,910,904	3,950,443	3,159,001
Cash and cash equivalents .	245,890	126,980	87,251	112,741	166,273
Insurance Liabilities (net of
reinsurance)	(2,029,111)	(1,627,493)	(1,985,104)	(1,506,839)	(1,310,747)
Financial Liabilities	(2,506,413)	(2,394,183)	(2,571,288)	(2,201,500)	(1,778,765)
External Borrowings and
Subordinated Debt	(102,464)	—	—	—	(380,367)
Other Net Assets /
(liabilities)	15,857	75,989	21,501	101,196	88,416
Total net assets	604,291	597,913	604,690	598,549	82,361

The Partnership Assurance Group's net assets have grown by approximately £522 million from 31 December 2012 to 30 June 2015. This includes the impact of Partnership Assurance's June 2013 IPO at which £326 million of debt was converted into equity and £125m additional share capital was raised and the benefit of profits generated in the period.

Cash Flow Statement Information

	For the six months ended 30 June (unaudited)			For the year ended 31 December
	2015	2014	2014	2013	2012
			(000's)
Net cash (used in) / from operating
activities	63,584	27,771	(8,041)	(73,851)	29,097
Net cash used in investing activities	(855)	(1,532)	(3,449)	(21,353)	(10,443)
Net cash (used in) / from financing
activities	95,910	(12,000)	(14,000)	41,672	100,753
Net Increase/(decrease) in cash and cash
equivalents	158,639	14,239	(25,490)	(53,532)	119,407

Net cash from operating activities was £63.6 million in the six months ended 30 June 2015, an increase as compared to net cash from operating activities in the six months ended 30 June 2014 of £27.8 million, principally due to an increase in the share of investments that were allocated to short term deposits at 30 June 2015, following the receipt of the proceeds of the March 2015 bond issuance, and a fall in the corporation tax paid in the first half of 2015 reflecting reduced IFRS profits in 2014 compared to 2013.

Net cash used in investing activities was £0.9 million in the six months ended 30 June 2015, a decrease as compared to net cash used in investing activities in the six months ended 30 June 2014 of £1.5 million, principally due to a fall in the level of investment in internally-generated software development (which are classified as intangible assets).

Net cash from financing activities was £95.9 million in the six months ended 30 June 2015, an increase as compared to net cash used in financing activities in the six months ended 30 June 2014 of £12.0 million, principally due to proceeds applied from the Partnership Assurance Group's March 2015 bond issuance.

Element Disclosure Requirement Disclosure

Significant change

Partnership Assurance announced its unaudited interim results for the six months ended 30 June 2015 on 11 August 2015. Current trading remains in line with the statements made in its interim results announcement. While it is too early to be certain, based on current activity levels, individual annuity volumes are expected to grow in the second half of 2015 relative to the second halves of both 2014 and 2015, respectively. In DB annuities, completions remain lumpy, but recent activity and the current pipeline for new business provides confidence in the achievement of a targeted level of at least £200 million of new business premiums in 2015. As individual annuity volumes increase and the targeted defined benefit sales are delivered, both the absolute level of new business profits and the new business margins are expected to recover.

There has been no significant change in the financial or trading position of the Partnership Assurance Group since 30 June 2015, being the end of the period for which the Partnership Assurance Group's last unaudited interim financial statements were published.

B.8 Key pro forma financial The unaudited pro forma income statement, pro forma statement information of net assets, pro forma EEV balance sheet and the related notes thereto have been prepared on the basis of the notes set out below to illustrate the effect of the Proposed Merger and the Capital Raise on the income statement of the Just Retirement Group as if it had taken place on 1 July 2014, and on the net assets and EEV balance sheet of the Just Retirement Group as if it had taken place on 30 June 2015.

The unaudited pro forma financial information has been prepared in accordance with Annex II of the Commission Regulation (EC No. 809/2004 of 29 April 2004 (the ''Prospectus Directive Regulation'') and in a manner consistent with the accounting policies adopted by the Just Retirement Group in preparing its consolidated financial statements for the year ended 30 June 2015.

The unaudited pro forma financial information has been prepared for illustrative purposes only and because of its nature, addresses a hypothetical situation and, therefore, does not represent the Just Retirement Group's, Partnership Assurance Group's or the Combined Group's actual financial position or results. It does not purport to represent what the Combined Group's financial position or results of operations actually would have been if the Proposed Merger had been completed on the dates indicated, nor does it purport to represent the results of operations for any future period or financial position at any future date.

Unaudited Pro Forma Income Statement

All figures stated in £ millions

		Adjustments
	Just Retirement Group for the year ended 30 June 2015	Partnership Assurance Group for the year ended 31 December 2014	Adjustments to align accounting policies	Proposed Merger adjustments	Pro forma
	(Note 1)	(Note 2)	(Note 3)	(Note 4 to 6)
Revenue Gross written premium . Reinsurance premiums ceded . Reinsurance recapture	1,099.0 (122.9) 950.9	760.6 (308.0) —	30.7 — —	— — —	1,890.3 (430.9) 950.9
Net premium revenue Net investment income Other operating income	1,927.0 635.2 5.1	452.7 299.2 0.2	30.7 — —	— — —	2,410.4 934.4 5.3
Total revenue	2,567.3	752.1	30.7	—	3,350.1
Expenses Gross claims paid Reinsurers' share of claims	(498.6)	(390.6)	—	—	(889.2)
paid	248.1	256.0	—	—	504.1
Net claims paid Change in insurance liabilities . Gross amount	(250.5) — (956.7)	(134.6) — (883.5)	— — (30.7)	— —	(385.1) (1,870.9)
Reinsurers' share Reinsurance capture	(188.3) (950.9)	405.3 —	— —	— —	217.0 (950.9)
	(2,095.9)	(478.3)	(30.7)	—	(2,604.9)
Change in investment contract liabilities Acquisition costs Other operating expenses Investment expenses and	(3.5) (18.5) (127.6)	— (5.0) (95.8)	— — —	— — (20.0)	(3.5) (23.5) (243.4)
charges Finance costs Total claims and expenses	— (100.9) (2,596.9)	(14.4) — (728.0)	— — (30.7)	— — (20.0)	(14.4) (100.9) (3,375.6)
(Loss)/profit before tax . Income tax	(29.6) 4.8	24.1 (5.2)	— —	(20.0) 4.2	(25.5) 3.8
(Loss)/profit for the period	(24.8)	18.9	—	(15.8)	(21.7)

(1) The figures for the Just Retirement Group have been extracted, without material adjustment, from Just Retirement's Annual Report & Accounts 2015.

(2) The figures for Partnership Assurance Group have been extracted, without material adjustment, from Partnership Assurance's Annual Report & Accounts 2014.

• (3) This column reflects the effect of the material differences between Partnership Assurance's accounting policies and the accounting policies applied by Just Retirement.
• (4) An adjustment £20.0 million charge within ''Other operating expenses'' represents an estimate of the transaction costs incurred (inclusive of Value Added Tax (''VAT'')).
• (5) An adjustment of £4.2 million credit within the line item ''Income tax'' represents a current tax credit on tax-deductible transaction costs as described in Note 4 above, based on the average UK corporation tax rate of 20.75 per cent. for the year ended 30 June 2015.
• (6) As described in Note 6 to the unaudited pro forma statement of net assets, a fair valuation exercise will be undertaken on completion of the Proposed Merger. No account has been taken of the amortisation of any items subject to fair value acquisition accounting adjustment with a finite useful life, on the basis that the actual rate of amortisation will not be known until completion of the Proposed Merger.

In preparing the unaudited pro forma income statement no account has been taken of the trading activity of the Just Retirement Group since 30 June 2015 and of the Partnership Assurance Group since 31 December 2014. All of the adjustments described in Notes 2 and Note 6 of the unaudited pro forma income statement will have a continuing impact with the exception of the adjustments in relation to the estimated transaction costs, as described in Note 4 and Note 5 above.

Unaudited Pro Forma Statement of Net Assets

All figures stated in £ millions

				Adjustments
	Just Retirement Group as at 30 June 2015	Partnership Assurance Group as at 30 June 2015	Adjustments to align accounting policies	Proposed Merger and Capital Raise adjustments	Pro forma
	(Note 1)	(Note 2)	(Note 4)	(Note 5 to 8)
Assets
Intangible assets (Note 3)	75.2	140.5	—	64.2	279.9
Equipment	0.7	10.7	—	—	11.4
Financial investments . .	8,494.7	4,840.1	—	—	13,334.8
Reinsurance assets	2,477.1	3,142.9	—	—	5,620.0
Deferred tax assets	4.2	0.9	—	—	5.1
Current tax assets .	17.6	—	—	4.2	21.8
Prepayments and accrued
income	86.2	3.8	—	—	90.0
Insurance and other
receivables	34.1	30.7	30.7	—	95.5
Investment in JVs and
associates	—	0.2	—	—	0.2
Cash and cash
equivalents	58.8	245.9	—	150.0	454.7
Total assets	11,248.6	8,415.6	30.7	218.4	19,913.4
Total equity	814.0	604.3	—	198.4	1,616.7
Liabilities
Insurance liabilities	7,440.3	5,172.0	30.7	—	12,643.0
Investment contract
liabilities	228.3	—	—	—	228.3
Loans and borrowings	46.9	102.5	—	—	149.4
Other financial liabilities .	2,643.2	2,506.4	—	—	5,149.6
Deferred tax liabilities	32.9	1.2	—	—	34.1
Other provisions	1.5	—	—	20.0	21.5
Current tax liabilities	0.1	4.6	—	—	4.7
Accruals and deferred
income	18.7	—	—	—	18.7
Insurance and other
payables	22.7	24.7	—	—	47.4
Total liabilities	10,434.6	7,811.3	30.7	20.0	18,296.7
Total equity and
liabilities	11,248.6	8,415.6	30.7	218.4	19,913.4

(1) The figures for the Just Retirement Group have been extracted, without material adjustment, from Just Retirement's Annual Report & Accounts 2015.

• (2) The figures for Partnership Assurance Group have been extracted, without material adjustment, from Partnership Assurance's Interim Results 2015.
• (3) The Balance Sheet format for both Just Retirement and Partnership Assurance have been abridged. Intangible assets comprises goodwill and other intangible assets.
• (4) This column reflects the effect of the material differences between Partnership Assurance's accounting policies and the accounting policies applied by Just Retirement.
• (5) Transaction costs of £20.0 million have been included in the adjustments in the table above. Provision for the costs is shown within the adjustment of £20.0 million for ''Other provisions'' line item. A related current tax asset of £4.2 million representing the tax credit on tax-deductible transaction costs incurred is shown within ''Current tax assets'' line item.
• (6) Under International Financial Reporting Standard (''IFRS'') acquisition accounting it is necessary to fair value the consideration paid and all of the assets and liabilities of the acquired business. In the context of the Proposed Merger a significant part of that adjustment will be for fair valuation of the projected cash flows attaching to the Partnership Assurance Group's in-force life assurance contracts which will not be undertaken until completion of the Proposed Merger.

In the pro forma statement of net assets no adjustments have been made to the fair values of the individual net assets of the Partnership Assurance Group to reflect any remeasurement to fair value which may arise on the Proposed Merger as this exercise will not be undertaken until after the completion of the Proposed Merger.

Note 7 below shows the derivation of indicative goodwill and other intangible assets adjustment, which is based on the difference between the total consideration and Partnership Assurance Group's net assets.

Element	Disclosure Requirement	Section B—Issuer Disclosure
		(7)	The goodwill and other intangible assets adjustment arising on the basis described in Note 6 above has been calculated as follows:
							£m
			Total consideration Less: Value of the Partnership Assurance Group net assets				668.5 (604.3)
			Goodwill and other intangible assets				64.2
			Based on the Closing Price of Just Retirement Shares of 199 pence on 10 August 2015 (being the last practicable date prior to the date of the Firm Offer Announcement) and the Exchange Ratio of 0.834 Partnership Assurance Shares for each New Just Retirement Shares, the Proposed Merger represents an indicative value of 166 pence per Partnership Assurance Share and values the entire issued and to be issued ordinary share capital of Partnership Assurance at approximately £668.5 million.
		(8)	Pursuant to the Capital Raise, (i) Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) or approximately £97.1 million (net of expenses) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares, and (ii) Partnership Assurance announced the Partnership Assurance Placing (which is underwritten) on 25 September 2015 for approximately £54.0 million (gross) or approximately £52.9 million (net of expenses) through the issue of Partnership Assurance Shares representing 9.99 per cent. of its current issued ordinary share capital.
			trading activity of the Just Retirement Group since 30 June 2015 and of the Partnership Assurance Group since 30 June 2015. Unaudited pro forma EEV balance sheet
			All figures stated in £ millions
						Adjustments
				Just Retirement Group as at 30 June 2015	Partnership Assurance Group as at 30 June 2015	Proposed Merger and Capital Raise adjustments	Pro forma
			EEV Balance Sheet	(Note 1) 1,019.3	(Note 2) 589.8	(Note 3 to 5) 134.2	1,743.3
		(1)	The figures for the Just Retirement Group have been extracted, without material adjustment, from the EEV Supplementary Financial Statements contained within Just Retirement's Annual Report & Accounts 2015.
			The figures for the Partnership Assurance Group have been extracted, without material
		(2)	adjustment, from the MCEV Supplementary Information contained within Partnership Assurance's Interim Results 2015.
		(3)	This adjustment has been calculated as follows:
							£m
			Proceeds raised from the Capital Raise, net of transaction costs, as set out in Note 4 below Transaction costs relating to the Proposed Merger, net of tax, as set out in Note 5				150.0
			below Total				(15.8) 134.2

(5) The adjustment represents an estimate of £20.0 million of the transaction costs that will be incurred (inclusive of VAT) in relation to the Proposed Merger, less a £4.2 million representing a current tax credit on tax deductible transaction costs based on the average UK corporation tax rate of 20.75 per cent. for the year ended 30 June 2015.

capital. The Capital Raise would increase total equity and therefore EEV.

Partnership Assurance Shares representing 9.99 per cent. of its current issued ordinary share

In preparing the unaudited pro forma statement of net assets, no account has been taken of the trading activity of the Just Retirement Group since 30 June 2015 and of Partnership Assurance Group since 30 June 2015.

B.9 Profit forecast Not applicable. Neither Just Retirement nor Partnership Assurance has made a profit forecast or estimate.

B.10 Description of the nature of Not applicable. There are no qualifications included in any audit any qualifications in the report on the historical financial information included in this audit report on the Prospectus.

Element	Disclosure Requirement		Section B—Issuer Disclosure
	historical information	financial
B.11	Insufficient working capital		Not applicable.
			In the opinion of the Company, taking into account the net proceeds of the Capital Raise, the working capital available to the Just Retirement Group (including, from the date of completion of the Proposed Merger, the Partnership Assurance Group) is sufficient for its present requirements, that is for at least the next 12 months following the date of this Prospectus.
			Section C—Securities
Element	Disclosure Requirement		Disclosure
C.1	Type and class of securities		The Company intends to issue (1) 63,525,672 Conditional Placed Shares and Open Offer Shares pursuant to the Placing and Open Offer and (2) 371,504,547 Consideration Shares pursuant to the Proposed Merger, all of which are ordinary shares.
			When admitted to trading, the New Just Retirement Shares will be registered with ISIN number GB00BCRX1J15 and SEDOL number BCRX1J1.
C.2	Currency		United Kingdom pounds sterling.
C.3	Number of securities to be issued		As at the date of this Prospectus, the issued share capital of the Company was £50,086,470.6 comprising 500,864,706 ordinary shares of 10 pence each (all of which were fully paid or credited as fully paid). At Admission of the Conditional Placed Shares and Open Offer Shares, the issued share capital of the Company is expected to be £56,439,037.8 comprising 564,390,378 ordinary shares of 10 pence each, all of which will be fully paid or credited as fully paid. At Admission of the Consideration Shares, the issued share capital of JRP Group plc is expected to be £93,589,492.5 comprising 935,894,925 ordinary shares of 10 pence each all of which will be fully paid (or credited as fully paid on the assumption that 371,504,547 Consideration Shares are issued in connection with the Proposed Merger and that no other issues of Just Retirement Shares occur between the date of this Prospectus and Admission of the Consideration Shares other than pursuant to the Placing and Open Offer and the Proposed Merger).
C.4	Description of the rights attaching to the securities		The rights attaching to the Just Retirement Shares and the New Just Retirement Shares will be uniform in all respects, and they will form a single class for all purposes, including with respect to voting and for all dividends and other distributions thereafter declared, made or paid on the ordinary share capital of the Company.
			On a show of hands every Just Retirement Shareholder who is present in person shall have one vote, and on a poll every Just Retirement Shareholder present in person or by proxy shall have one vote per share.
			Just Retirement Shareholders will under general law be entitled to participate in any surplus assets in a winding up in proportion to their shareholdings.

Element	Disclosure Requirement	Section C—Securities Disclosure
C.5	Restrictions on the free transferability of the securities	There are no restrictions on the free transferability of the Just Retirement Shares.
C.6	Admission	Application has been made to the FCA for all of the New Just Retirement Shares, issued and to be issued, to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such New Just Retirement Shares to be admitted to trading on the London Stock Exchange plc's (the ''London Stock Exchange'') main market for listed securities.
		The London Stock Exchange's main market is a regulated market.
C.7	Dividend policy	The Just Retirement Board and the Partnership Assurance Board have agreed that Just Retirement Shareholders will be entitled to receive the final dividend of 2.2 pence per Just Retirement Share proposed by Just Retirement Directors for the year ended 30 June 2015 and Partnership Assurance Shareholders will be entitled to receive the interim dividend of 0.5 pence per Partnership Assurance Share for the six months ended 30 June 2015. If the Proposed Merger has not completed prior to 31 March 2016, the Just Retirement Shareholders shall also be entitled to receive any interim dividend declared by Just Retirement for the six months ending 31 December 2015 and Partnership Assurance Shareholders will be entitled to receive any final dividend declared by Partnership Assurance for the year ending 31 December 2015, in each case in the ordinary course and consistent with the respective company's past practice over the last 12 months (including as to amount, record date and payment date) and, where applicable, its published dividend policy and to the extent that the record date for such dividend falls prior to the Effective Date. The Just Retirement Board expects that, in the first year following completion of the Proposed Merger, JRP Group plc will pay dividends in line with Just Retirement's existing dividend policy. Under the Just Retirement Group's existing dividend policy, dividend payments will be made on an approximate one-third:two-thirds split for interim and final dividends, respectively.
		Section D—Risks
Element	Disclosure Requirement	Disclosure
D.1	Key information on the key risks specific to the Combined Group and its industry	Insurance risks • The results of the Just Retirement Group and the Partnership Assurance Group depend on whether the actual timing of deaths and the investment income experience are consistent with the pricing models and assumptions used in underwriting and setting prices for DB de-risking solutions, and retirement income products such as annuities and LTMs. A divergence between actual experience and assumptions may necessitate an increase in the provisions of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group and could, ultimately in the medium to long-term, increase the risk that the cash to be realised from its investments is unavailable to pay DB pension and annuity liabilities as they fall due.

19

• The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger the Combined Group will be, subject to the risk that reinsurance may not be available, affordable or adequate to protect them against losses and/or their existing longevity risk transfer arrangements may be terminated, may not be renewed or may be renewed on terms less favourable than those under the existing treaties or that its reinsurers could default on their obligations. If these treaties are terminated for cause (including, in some cases, as a result of a material change in ownership, management or control of the Just Retirement Group or the Partnership Assurance Group), the Just Retirement Group or the Partnership Assurance Group could be required, in some instances, to reassume the entirety of the risk on the annuities reinsured to date. In such event, the reassumption of liabilities could have a material adverse effect on the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, both by increasing the amount of capital required to be set aside for regulatory capital purposes and exposing the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to increased longevity risk.
• The Just Retirement Group and Partnership Assurance Group are, and following completion of the Proposed Merger the Combined Group will be, subject to reputational risk if, as a result of the unanticipated utilisation of the undrawn portion of drawdown LTMs, it restricts further drawdowns (as permitted under the terms of its LTMs), which could in turn have a material adverse effect on the Just Retirement Group's business, results of operations, financial condition and prospects of the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group.

Market risks

• The economic environment and financial market conditions may have a significant influence on the value of the income, and market value or present value of the financial assets and liabilities, of the Just Retirement Group and the Partnership Assurance Group, and changes in (i) interest rates; (ii) credit ratings of, or the credit spreads in respect of, the issuers of fixed income securities; and (iii) liquidity in the bond markets could affect returns on, and the market values of, UK and international fixed income investments in the financial asset portfolios of the Just Retirement Group and the Partnership Assurance Group as well as the present value of their LTMs and financial liabilities, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. The Directors and the Proposed Directors believe that the economic outlook may reduce the availability of attractive investments, which could have a material adverse effect on the business,

results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. In addition, the Directors and the Proposed Directors believe that, despite increased focus by regulators with respect to systemic risk, this risk remains part of the financial system and dislocations caused by the interdependence of financial market participants could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

• The exposure of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to inflation risk increases in line with increases in volumes of DB de-risking solutions. Inflation risk is hedged using inflation-linked bonds and swaps. When the expectation of future inflation falls, swaps are required to be collateralised using liquid assets. An increase in collateral requirements could result in a tightening of the liquidity position of the Just Retirement Group or the Partnership Assurance Group and could have a material adverse effect on the business, results of operations, financial conditions and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.
• The value of the LTM assets of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group is subject to fluctuations in housing market values. The Just Retirement Group and the Partnership Assurance Group are exposed to the risk that a fall in residential property values could reduce the amounts received from mortgage redemptions, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. In addition, a fall in residential property prices could reduce demand for LTMs both by reducing consumers' propensity to borrow and by reducing the amount they are able to borrow as a function of the loan to value (''LTV'') limits of the Just Retirement Group and the Partnership Assurance Group, and also affect the returns on existing LTMs for the Just Retirement Group and the Partnership Assurance Group by increasing the provisions required to be held for the no-negative equity guarantee (''NNEG'').
• The Just Retirement Group and the Partnership Assurance Group invest premiums received from DB de-risking solutions and annuities in financial assets, such as fixed income securities and LTMs, so as to match cash inflows from such investments against expected future cash outflows in respect of their DB de-risking solutions and annuities. The Just Retirement Group and the Partnership Assurance Group manage the credit risk of such investments in

securities through the appointment of specialist fund managers and active monitoring, but are exposed to default risk with respect to these securities, and could suffer significant losses on account of such defaults which would materially adversely affect the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

External environment risks

• The UK Government's pension reforms, implemented in April 2015 (''Pension Reforms'') will, and other potential legislation changes being considered may, have a fundamental impact on the expected shape and future of the retirement income market and may have a material adverse effect on the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. The Pension Reforms have created a considerable level of uncertainty in the UK retirement income market in which the Just Retirement Group and the Partnership Assurance Group operate. This environment is likely to continue for some time given that it will take time for market participants' and consumers' behaviour to adjust to the Pension Reforms as well as to the innovative and more flexible retirement income products which are likely to emerge as a result of the reforms. There can be no certainty that the response of the Just Retirement Group and the Partnership Assurance Group to the Taxation of Pensions Act 2014 and the Pension Reforms will fully mitigate any adverse effects the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may suffer. The Just Retirement Group and the Partnership Assurance Group operate in a highly regulated market, which means that the recent, or any further, changes in relevant legislation and regulation may have a considerable effect on the strategy and day-to-day operations of the Just Retirement Group and the Partnership Assurance Group, which could in turn have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.
• The current solvency regime with which members of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group are required to comply is undergoing significant change, the outcome of which remains uncertain. The Just Retirement Group has applied for permission to use an internal model to calculate regulatory capital and the matching adjustment in order to recognise the value of illiquidity premiums in credit investments and LTMs and transitional arrangements to spread capital increases arising from Solvency II over the allowable period. Partnership Assurance Group has also applied for certain approvals under Solvency II. Final approvals are expected in December 2015. Such permission being refused, changes in the solvency

		Section D—Risks
Element	Disclosure Requirement	Disclosure
		requirements set by regulators under Solvency II, or a failure by the Just Retirement Group or the Partnership Assurance Group to implement the measures required by Solvency II in a timely manner could also lead to regulatory action and have a material adverse effect on the business, results of operations and financial condition of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.
		Placing and Open Offer and Proposed Merger risks
		• Qualifying Shareholders who do not take up their entitlements under the Open Offer and Just Retirement Shareholders who are not eligible to participate in the Open Offer, including those Just Retirement Shareholders in jurisdictions where the applicable securities laws may restrict the Just Retirement Group's ability to allow participation in the Placing and Open Offer or future offerings, will suffer a dilution of approximately 11.3 per cent. to their interests in the Company by virtue of the issue of the Conditional Placed Shares and the Open Offer Shares.
D.3 Key information on the key risks specific to the JRP		• Completion is subject to a number of conditions which may not be satisfied or waived.
	Group Shares	• Substantial future sales or issues of JRP Group Shares, or the possibility or perception of such future sales or issues, could impact their market price.
		• The value of the JRP Group Shares may fluctuate significantly.
		• A third party may be able to obtain a large enough shareholding in either Just Retirement or Partnership Assurance to delay or prevent completion of the Proposed Merger.
		• JRP Group Shareholders may earn a negative or no return on their investment in the Company.
		Section E—Offer
Element	Disclosure Requirement	Disclosure
E.1	Net proceeds and costs of the offer	The Company announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £97.1 million (net of expenses) through the issue of the Conditional Placed Shares and the Open Offer Shares after deduction of estimated costs and expenses of approximately £3.9 million (inclusive of VAT), which is payable by the Company. The Company will not receive any cash proceeds as a result of the Admission of the Consideration Shares.
E2a	Reasons for the offer and use of proceeds	Just Retirement and Partnership Assurance intend to raise equity capital amounting, in aggregate, to approximately £150 million, with Just Retirement raising approximately £97.1 million of this amount from the net proceeds of the Placing and Open Offer. On 25 September 2015, Partnership Assurance announced an underwritten placing of Partnership Assurance Shares to raise net proceeds of approximately £52.9 million. This equity will allow the Combined Group to cover expected non-recurring integration

and transaction costs, provide further comfort over the transition

Element Disclosure Requirement Disclosure

to Solvency II and support future growth initiatives and product development.

The Combined Group is expected to benefit from its increased scale to compete for larger opportunities in the attractive DB pension scheme de-risking segment. The Proposed Merger is expected to strengthen the competitive position of the Combined Group in the retail retirement income market, enhancing the business's ability to provide customers with better value alternatives to the products currently offered by larger incumbent insurers. Customers are expected to benefit across the entire product range with better value solutions driven by improved risk selection, through the combination of the complementary mortality dataset and underwriting expertise of Just Retirement and Partnership Assurance.

In addition, combining the platforms and expertise of Just Retirement and Partnership Assurance is expected to enhance the Combined Group's ability to develop and accelerate new product launches in the evolving retirement income market. In both the UK DB de-risking and retirement income segments, the brand and distribution reach of the Combined Group is expected to be enhanced.

The combination of the two businesses is expected to create the potential for significant synergies supporting meaningful earnings per share accretion for Just Retirement Shareholders and Partnership Assurance Shareholders on a fully phased basis1 . The Directors expect the Proposed Merger to result in pre-tax cost savings of at least £40 million per annum. These synergies are expected to be implemented following completion of the Proposed Merger with the full run-rate being achieved in 2018 (the third year following completion of the Proposed Merger) and are expected to require one-off integration costs of £60 million over two years. The Directors also expect these synergies to have a positive impact on embedded value, new business margin, Economic Capital and Solvency II capital ratios over time.

In the event the Proposed Merger does not proceed, the Just Retirement Board will consider the best use of the net proceeds of the Placing and Open Offer, including accelerating the growth plans of the Just Retirement Group's business on a stand-alone basis and to provide further comfort over the transition to Solvency II.

E.3 Terms and conditions of the On 11 August 2015, the Just Retirement Board and the offer Partnership Assurance Board announced that they had agreed the terms of a recommended all-share merger of Just Retirement and Partnership Assurance to create JRP Group plc. Under the terms of the Proposed Merger, which will be subject to the CMA Pre-Condition and to the Conditions set out in the Scheme Document, for each Partnership Assurance Share held, Partnership Assurance Shareholders will be entitled to receive 0.834 Consideration Shares.

¹ Following the intended Capital Raise and excluding non-recurring items.

Element Disclosure Requirement Disclosure

Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) or approximately £97.1 million (net of expenses) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares at £1.59 per Just Retirement Share. Pursuant to the Placing, a total of 55,488,343 Conditional Placed Shares have been conditionally placed at the Offer Price with institutional and other investors by the Underwriters subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Qualifying Shareholders are being offered the right to subscribe for 63,525,672 Open Offer Shares in accordance with the terms of the Open Offer.

The Placing and Open Offer is being fully underwritten by the Underwriters on the terms and subject to the conditions of the Placing Agreement.

The Offer Price represents a discount of approximately 9.9 per cent. to the middle market price of £1.765 per Just Retirement Share at 12.53 p.m. on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

Qualifying Shareholders are being offered the right to subscribe for the Open Offer Shares to provide them with an opportunity to participate in the fundraising by subscribing for their respective Open Offer Entitlements. Qualifying Shareholders are being given the opportunity to subscribe for Open Offer Shares pro rata to their existing shareholdings at the Offer Price on the basis of 0.126832 Open Offer Shares for every 1 Existing Just Retirement Share.

The latest time and date for receipt of completed Application Forms accompanied by full payment, or the settlement of the relevant CREST instructions, is 11.00 a.m. on 13 October 2015.

The Placing and Open Offer is conditional, inter alia, upon:

• (a) Admission of the Conditional Placed Shares and the Open Offer Shares becoming effective by not later than 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree in writing, being not later than 8.00 a.m. on 30 October 2015); and
• (b) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed.

Lock-up On 11 August 2015, in connection with the Proposed Merger, Avallux, the Cinven Funds and Barclays Bank PLC, acting through its investment bank (''Barclays'') entered into a lock-up agreement (the ''Lock-up Agreement'') pursuant to which Avallux and the Cinven Funds each agreed that they will not, without Barclays' consent, dispose of any Just Retirement Shares or, following the completion of the Proposed Merger, JRP Group

• E.4 Material interests Not applicable.
• E.5 Selling Shareholders and Not applicable.

Element		Disclosure Requirement	Disclosure
			Shares at any time during the lock-up period (subject to certain customary carve-outs). The Lock-up Agreement is conditional upon and shall come into force upon the Effective Date, and the lock-up period continues until the later of (i) 30 calendar days following the Effective Date and (ii) provided that Admission of the Conditional Placed Shares and the Open Offer Shares is not later than 30 days following the Effective Date, 90 calendar days following Admission of the Conditional Placed Shares and the Open Offer Shares, and the Partnership Assurance Shares to be issued pursuant to the proposed equity capital raise by Partnership Assurance amounting, in aggregate, to approximately £150 million (the ''Capital Raise'').
E.6	Dilution		Qualifying Shareholders who do not take up any of their Open Offer Entitlements and Just Retirement Shareholders who are not eligible to participate in the Open Offer will suffer a dilution of approximately 11.3 per cent. to their interests in the Company by virtue of the issue of the Conditional Placed Shares and the Open Offer Shares.
			Assuming the issue of 371,504,547 Consideration Shares pursuant to the Proposed Merger, no other issues of Just Retirement Shares between the Last Practicable Date and Admission of the Consideration Shares (other than pursuant to the Placing and Open Offer) and no buybacks of Just Retirement Shares between the Last Practicable Date and Admission of the Consideration Shares, the existing Just Retirement Shares will represent 53.5 per cent. of the total issued Just Retirement Shares immediately following Admission of the Consideration Shares.
E.7	Expenses charged to the investor		Not applicable. No expenses will be charged to investors by the Company.

RISK FACTORS

Acquiring and holding the New Just Retirement Shares involves a number of financial and other risks. Prior to acquiring the New Just Retirement Shares, prospective investors should consider carefully the factors and risks associated with acquiring and holding the New Just Retirement Shares, or investing in the Just Retirement Group's business and the industry in which it operates, together with all other information contained in this Prospectus and the Scheme Document including, in particular, the risk factors described below. This section describes risk factors considered by the Company to be material in relation to the Just Retirement Group and the Partnership Assurance Group as discrete groups. These risks will, following completion of the Proposed Merger, be equally relevant to the Combined Group.

Prospective investors should note that the risks relating to the Just Retirement Group, the Partnership Assurance Group, the Combined Group, their industries, the New Just Retirement Shares, the Placing and Open Offer or the Proposed Merger summarised in the section of this Prospectus headed ''Summary Information'' are the risks that the Company believes to be the most essential to an assessment by a prospective investor of whether to consider acquiring the New Just Retirement Shares. However, as the risks which the Just Retirement Group, the Partnership Assurance Group and the Combined Group face relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Prospectus headed ''Summary Information'' but also, inter alia, the risks and uncertainties described below.

The risk factors described below are not an exhaustive list or explanation of all risks which prospective investors may face and should be used as guidance only. Additional risks and uncertainties relating to the New Just Retirement Shares, the Just Retirement Group, the Partnership Assurance Group, the Combined Group, the Placing and Open Offer or the Proposed Merger that are not currently known to the Company, or that it currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Just Retirement Group's, the Partnership Assurance Group's and, following completion of the Proposed Merger, the Combined Group's, business, results of operations, financial condition and prospects and, if any such risk should occur, the price of the JRP Group Shares may decline and holders of the JRP Group Shares could therefore lose all or part of their investment. Prospective investors should consider carefully whether acquiring and holding the New Just Retirement Shares is suitable for them in light of the information in this Prospectus, the Scheme Document and their personal circumstances.

1. Risks relating to the Just Retirement Group, the Partnership Assurance Group and, following the completion of the Proposed Merger, the Combined Group

1.1 Insurance risks

The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may suffer adverse experience compared with the assumptions used in pricing products, establishing provisions and reporting business results

The results of the Just Retirement Group and the Partnership Assurance Group depend on whether the actual timing of deaths and the investment income experience are consistent with the pricing models and assumptions they have used in underwriting and setting prices for DB de-risking solutions, individual annuities and LTMs. These assumptions are based on a variety of factors, including historical data, estimates and individual expert judgements in respect of known or potential future changes, as well as statistical projections of what the Just Retirement Group and Partnership Assurance Group believe will be the costs and cash flows of their assets and liabilities.

Although the Just Retirement Group and the Partnership Assurance Group monitor their actual experience against the assumptions they have used, and refine their long-term assumptions in light of experience, the nature of the risks underlying their businesses, as detailed in the following paragraphs, means that it is not possible to determine precisely (i) the amounts that the Just Retirement Group and the Partnership Assurance Group will ultimately pay to meet their annuity and DB liabilities or (ii) the return on, or the repayment of, their LTMs. Amounts payable under the products of the Just Retirement Group and the Partnership Assurance Group may vary from estimates, particularly as the liabilities under the DB de-risking solutions and annuities written by the Just Retirement Group and the Partnership Assurance Group may extend further into the future than expected, and the income and timing of cash flows from investments, including the LTMs, may be different from that assumed.

The following paragraphs summarise the risks relating to the writing of DB de-risking solutions, annuities and LTMs. These risks largely arise from a divergence between actual experience and assumptions and, should any of these risks materialise, they could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

(A) DB de-risking solutions and annuities (excluding capped drawdown contracts (''CDCs''))

The accurate pricing of the products of the Just Retirement Group and the Partnership Assurance Group is dependent on a detailed understanding of the impact of relevant lifestyle and medical factors on the longevity of prospective customers. There is a risk that historical data and/or assumptions applied to underwriting and pricing may not provide an accurate indication of future longevity trends and could lead to inaccurate assumptions in respect of the pricing of the products of the Just Retirement Group and the Partnership Assurance Group. Inaccurate estimation of the impact on longevity of relevant lifestyle and medical factors, failure to anticipate changes in future longevity as a result of lifestyle changes and medical advances, and inaccurate reporting of medical conditions by pricing/underwriting applications could result in the mispricing of the products of the Just Retirement Group and the Partnership Assurance Group, and, by resulting in higher than anticipated payouts for a given premium, to the extent such payouts are in excess of the amounts reinsured, could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

For DB de-risking solutions, Just Retirement has entered this segment with the assistance of RGA International Reinsurance Company Limited (''RGA International'') and RGA Americas Reinsurance Company, Ltd. (''RGA Americas'' and, together with RGA International, ''Reinsurance Group of America''), and has based its pricing and underwriting on their reinsurance terms. There is a risk that the reinsurance terms are not appropriate for the business being underwritten.

The Just Retirement Group and the Partnership Assurance Group partially hedge general population longevity risk through LTMs where increasing longevity increases the potential value of mortgage assets. This is expected to occur at the same time as general improvements in longevity among the annuitant population; however, the two populations are not identical and hence the hedge is expected to be partial. There is no assurance that general population longevity risk can be eliminated by such contracts.

The Just Retirement Group and the Partnership Assurance Group each measure their mortality experience on a regular basis, at least annually, and review their underwriting and reserving bases every six months, comparing the assumptions underlying liabilities against actual mortality experience. Due to the risk of future mortality improvements occurring at a faster rate than expected, there can be no assurance that the provisions that have been established for the DB de-risking solutions and annuities of the Just Retirement Group and the Partnership Assurance Group are sufficiently conservative to meet policy commitments. If actual mortality experience is different from the underlying assumptions, it may be necessary to increase provisions in anticipation of longer lifespans and to set aside additional capital. Such adverse developments could materially adversely affect the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

(B) LTMs

The Just Retirement Group and the Partnership Assurance Group each use their LTM assets to match some of their liabilities arising from DB de-risking solutions and annuities. A key assumption relating to pricing and the subsequent valuation of the LTM assets relates to the expected tenure of the mortgage (which is directly affected by longevity assumptions) and the timing of repayment (typically triggered by the death of the mortgagor or his or her move into a long-term care home). In the event that early repayments in a given period are higher than anticipated, less interest will have accrued on such mortgages and the amount repayable under such mortgages will be less than had been assumed at the time of their sale. In the event of an increase in longevity (i.e. mortgagors live longer than expected or move into a long-term care home later than expected), although more interest will have accrued on such mortgages and the amount repayable under such mortgages will be greater than had been assumed at the time of their sale, the cash inflows associated with the repayment of such mortgages will be received later than had originally been anticipated.

The Just Retirement Group's and the Partnership Assurance Group's LTMs make up 41 per cent. (on an IFRS basis as at 30 June 2015) and 25 per cent. (on an IFRS basis as at 30 June 2015) of the assets supporting the liabilities of the Just Retirement Group and the Partnership Assurance Group, respectively. As such, a general increase in longevity and/or higher than expected early repayments could ultimately give rise to the risk of a cash flow mismatch in the medium to long-term whereby DB de-risking solutions and annuity liabilities materialise and the cash to be realised from investments in LTMs is unavailable to pay such liabilities as they fall due, which would accordingly require the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to rely on their other available cash resources.

In addition, a general increase in longevity would have the effect of increasing the total amount repayable under the relevant LTMs, which would, assuming no increase in house prices, in turn increase the average LTV ratio of the LTMs of the Just Retirement Group and the Partnership Assurance Group and could increase the risk of the Just Retirement Group and the Partnership Assurance Group failing to be repaid in full as a consequence of the NNEG that is provided in connection with all of their LTMs.

There is also a risk that a change in the regulatory treatment of LTMs will result in a negative impact on the market value of LTMs or the capital which needs to be held in respect of them. If for some reason the Combined Group needs to sell the LTM assets to realise liquidity there is a risk that it will be unable to realise the value of the assets prior to the regulatory change. As LTM assets are generally held by life insurance companies the value of LTMs may be more affected by regulatory changes in contrast to assets that are held by non-regulated investors.

Further, any adverse change relating to house price valuations or expected repayment rates may give rise to a reduction in the value of the LTM portfolio, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, subject to the risk that reinsurance may not be available, affordable or adequate to protect them against losses and/or their existing longevity risk transfer arrangements may be terminated, may not be renewed, or may be renewed on terms less favourable than those under their existing treaties

As part of their overall risk mitigation and capital management strategy, the Just Retirement Group and the Partnership Assurance Group purchase reinsurance from a number of reinsurance providers to cover a significant proportion of their longevity risk (the risk of annuitants living longer than expected), mortality risk in respect of their protection products (the risk of policyholders not living as long as expected) and for a proportion of their investment risk (the risk associated with performance of the Partnership Assurance Group's associated investment assets). Market conditions beyond the Just Retirement Group's and Partnership Assurance Group's control determine the availability and cost of appropriate reinsurance and the receipt of future reinsurance recoveries as well as the financial strength of reinsurers. The market for reinsurance can be cyclical and exposed to substantial losses, which may adversely affect reinsurance pricing and availability, or its terms and conditions. Similarly, risk appetite among reinsurers may change, resulting in changes in price or their willingness to reinsure certain risks in the future. Additionally, a change in regulation could affect the availability or price of reinsurance. Any significant changes in reinsurance pricing may result in the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, being forced to incur additional expenses for reinsurance, writing less business, having to obtain reinsurance on less favourable terms or not being able to or choosing not to obtain reinsurance thereby exposing the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, to increased retained risk and capital requirements. Any of these could have a material adverse effect on the Just Retirement Group's, the Partnership Assurance Group's and, following completion of the Proposed Merger, the Combined Group's business, financial condition and result of operations.

Through Just Retirement Limited (''JRL''), the Just Retirement Group is party to reinsurance treaties with Hannover Ruckversicherung AG ('' ¨ Hannover Re'') and Reinsurance Group of America (with respect to business written from 1 July 2012) and with Hannover Re and Achmea Reinsurance Company N.V. (''Achmea Re'') with respect to business written prior to 1 July 2012, whereby the Just Retirement Group has agreed to transfer approximately 66 per cent. of its annuity longevity risk on qualifying new annuities to the above reinsurers (with 70 per cent. of the reinsured amount being reinsured by Hannover Re, and the remaining 30 per cent. being reinsured by Reinsurance Group of America (for business written from 1 July 2012) and Achmea Re (for business written prior to 1 July 2012)) and going forward, 21 per cent. reinsured by Hannover Re, and 45 per cent. with SCOR Global Life SE (UK Branch).

Partnership Assurance is party to reinsurance treaties with Pacific Life Re, Hannover Re and Gen Re for new business written. The Partnership Assurance Group has agreed to transfer 85 per cent. of its longevity and investment risk on smoker retirement annuities to Pacific Life Re. and 50 per cent. of its longevity risk on other fully underwritten retirement annuities to Pacific Life Re. The Partnership Assurance Group has also agreed to transfer approximately 72 per cent. of the mortality and investment risk associated with protection policies and 42.5 per cent. of its longevity risk on care annuities to Pacific Life Re.

For the financial year ended 30 June 2015, the Just Retirement Group and, for six months ended 30 June 2015, the Partnership Assurance Group, respectively, reinsured approximately 66 per cent. and approximately 34 per cent. of their qualifying business longevity risk. The Partnership Assurance Group reinsured 72 per cent. of their new business mortality risk on protection products (i.e. from new policies sold rather than products previously sold), excluding reinsurance of most of the investment risk for smoker annuities and protection policies. Further information on the Just Retirement Group's and Partnership Assurance Group's reinsurance arrangements is set out at paragraph 7 of Part 3 ''Information on the Just Retirement Group'' and paragraph 3.5 of Part 4 ''Information on the Partnership Assurance Group'' of this Prospectus, respectively. Termination of these treaties for cause (including, in some cases, as a result of a material change in ownership, management or control of the Just Retirement Group or the Partnership Assurance Group) could, in some instances, lead to reassurers exercising their options to require the Just Retirement Group and the Partnership Assurance Group to reassume the entirety of the risk on the annuities reinsured to date under particular treaties, in addition to closing the treaty to new qualifying annuities. This reassumption of liabilities could have a material adverse effect on the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group both by increasing the amount of capital required to be set aside for regulatory capital purposes and by exposing the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to increased longevity risk.

The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group could face difficulties in entering into an agreement on similar terms with benefits equivalent to those described above or at all, with other reinsurers, particularly as there is only a limited number of reinsurers with credit ratings satisfactory to the Just Retirement Group and the Partnership Assurance Group who are able to provide equivalent protection for risks of the type written by the Just Retirement Group and the Partnership Assurance Group.

The termination of any of the reinsurance treaties or failure of these treaties to continue on terms similar to those presently in force, could have a material adverse effect on the Just Retirement Group's and the Partnership Assurance Group's business, results of operations, financial condition and prospects.

A default by a reinsurer to which the Just Retirement Group and the Partnership Assurance Group have material exposure could expose the Just Retirement Group and the Partnership Assurance Group to significant losses and therefore have a material adverse effect on their business, results of operations and/or financial position.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger the Combined Group will be, exposed to lapse (or withdrawal) risk through early redemption of LTMs

The Just Retirement Group and the Partnership Assurance Group are exposed to lapse risk through early redemption of LTMs. LTM customers of both the Just Retirement Group and the Partnership Assurance Group can withdraw by repaying part or all of their total outstanding mortgage, save that, in case of the Partnership Assurance Group only, partial mortgage repayments are only allowed to be made for so long as the outstanding loan balance on the mortgage remains at or above £25,000. The incidence of LTM lapses will be a function of the movement in mortgage rates since the product was taken out, the desire and ability of the mortgagor to repay or switch provider, the level of the early repayment charge, movements in house prices, the competitiveness of the mortgage providers (also with respect to LTV), other product alternatives in the retirement income market and the activity level of the financial adviser. A significant increase in lapses could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The amounts the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group reserve for administrative and other expenses when they sell their products could prove to be inadequate

The Just Retirement Group and the Partnership Assurance Group allocate reserves when they sell products, not only for the expected payments under the retirement income products of the Just Retirement Group and the Partnership Assurance Group, but also for administrative and other expenses in connection with the retirement income products. The Just Retirement Group and the Partnership Assurance Group also allocate reserves to cover the cost of closing to new business. In the event that the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group fails to establish sufficient reserves to cover increased administrative and other expenses whether arising from normal business, future growth or future closure, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The intellectual property, in particular the extensive database of mortality data, of the Just Retirement Group and the Partnership Assurance Group is, and following completion of the Proposed Merger, the intellectual property of the Combined Group will be, crucial to their operations and the Just Retirement Group and the Partnership Assurance Group are and, following completion of the Proposed Merger, the Combined Group, will be exposed to the risk of its theft, loss, deterioration, corruption and to competitors developing their own accurate mortality data over time

The most significant portion of the intellectual property of the Just Retirement Group and the Partnership Assurance Group comprises their mortality data, which has been developed over the past 20 years and which is continually updated. The Directors and the Proposed Directors believe that this mortality data enables the Just Retirement Group and the Partnership Assurance Group to reserve, and hence price, more accurately than they could without such data and to secure reinsurance agreements on attractive terms. Any theft of this data by an employee or competitor or another third party, or loss or corruption of the data, for example as a result of systems failure, or the deterioration of the relevance of the dataset over time as a result of medical advances or changes in longevity trends generally, could impair the ability of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, to price their products accurately and obtain reinsurance on attractive terms. In addition, competitors have assembled their own sets of mortality data and, over time, could price across the spectrum of annuities at an increased level of accuracy, which could serve to devalue such intellectual property. Any of the above could have a material adverse effect on the business, results of operations and/or financial position of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

1.2 Market risks

The economic environment and financial market conditions may have a significant influence on the value of the income, assets, and liabilities of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

The Directors and the Proposed Directors believe there to be limited resilience within global economies to changes in monetary policies due in part to increased levels of worldwide indebtedness and reliance on low interest rates and quantitative easing. Developments in Greece and/or unrest in peripheral European countries may unsettle the Eurozone economy. Any actual or perceived change in monetary policy may have severe consequences for the UK economy. With a large deficit, the UK still faces considerable structural and economic challenges, with interest rates expected by the market to remain low throughout the remainder of 2015, with only gradual rate increases expected thereafter. The impact of any changes could be exacerbated by the marked reduction in asset liquidity resulting in magnified market movements and the inability to buy and sell assets.

The Directors and the Proposed Directors believe that there is a risk that the economic outlook may reduce the availability of attractive investments, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Although the Just Retirement Group and the Partnership Assurance Group generally hold their financial assets to maturity, the value of the financial assets and liabilities of the Just Retirement Group and the Partnership Assurance Group is determined at each period end, with the movements in market value and

present value in each period being reflected in the statement of comprehensive income of the Just Retirement Group and the Partnership Assurance Group. The Directors and the Proposed Directors believe that the market value or present value of the financial assets and liabilities of the Just Retirement Group and the Partnership Assurance Group may be affected by changes in (i) interest rates; (ii) credit ratings of, or the credit spreads in respect of, the issuers of fixed income securities; and (iii) liquidity in the bond markets. Any of these factors could affect returns on, and the market values of, UK and international fixed income investments in the financial asset portfolios of the Just Retirement Group and the Partnership Assurance Group as well as the present value of their LTMs and financial liabilities. For instance, when the credit rating of a given issuer of fixed income securities falls, or the credit spread with respect to such issuer increases, the market value of such issuer's fixed income securities may also decline, and such decreases in value would be recognised in the statements of comprehensive income of the Just Retirement Group and the Partnership Assurance Group for such period. Changes in the market value and/or present value of the financial assets and liabilities of the Just Retirement Group and the Partnership Assurance Group could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

In the global financial system, financial institutions, including reinsurers are interdependent. The interdependence of financial institutions means that the failure of a sufficiently large and influential financial institution or other major counterparty, for whatever reason, could materially disrupt markets. This risk, known as ''systemic risk'', could adversely impact the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group in several ways, some of which may be unpredictable, including increased default or counterparty risk. It may also adversely impact future sales as a result of reduced confidence in the insurance industry or difficulties encountered in clearing premiums and payments through the banking system. The Directors and the Proposed Directors believe that, despite increased focus by regulators with respect to systemic risk, this risk remains part of the financial system and dislocations caused by the interdependence of financial market participants could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The annuities of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group could be adversely affected by periods of consistently low interest rates and/or periods of rapidly decreasing interest rates

The prices charged for, and the returns associated with, the annuities of the Just Retirement Group and the Partnership Assurance Group are, in part, dependent upon the current long-term interest rate environment existing at the time annuities are sold and the financial assets supporting such liabilities are purchased. Changes in the environment affect the returns on financial assets purchased and thus can affect the prices charged for annuities. Moreover, as the financial assets and financial liabilities of the Just Retirement Group and the Partnership Assurance Group are marked-to-market or discounted to present value at the end of each reporting period, interest rate fluctuations can affect the market value or present value of such assets and liabilities, with such movements being reflected in the statements of comprehensive income of the Just Retirement Group or the Partnership Assurance Group, as the case may be.

The annuities sold by the Just Retirement Group and the Partnership Assurance Group can be adversely affected by (i) periods of consistently low interest rates and (ii) periods of rapidly decreasing interest rates. In a period of consistently low interest rates, as is currently the case, new annuity business volumes may be affected as alternative retirement income products may become relatively more attractive to customers. In addition, risk free interest rates (as measured by swap rates) are a component of the discount rates that the Just Retirement Group and the Partnership Assurance Group use to determine the present value of their DB de-risking solutions and retirement income products such as annuities and LTMs when calculating the margins on such products. Although decreasing swap rates positively affect LTM margins, they adversely affect annuity margins. The overall impact will therefore depend on the mix of new retirement income product sales, but could be negative.

While the Just Retirement Group and the Partnership Assurance Group have sought to reduce the impact of the low interest rate environment by (i) reassessing their respective investment strategies, (ii) managing actively the asset and liability matching position, and (iii) taking actions to improve returns through diversifying their investment strategies by the types of assets, their geographies and industry sectors into which the Just Retirement Group and the Partnership Assurance Group invest, there is no assurance that the impact of the low interest rate environment can be eliminated or sufficiently mitigated. For example, there is no guarantee that the investment strategy will be successful in improving the investment returns. Interest rate swaps and swaptions are also used to reduce exposures to interest rate volatility, however, there is no assurance that interest rate volatility can be eliminated or sufficiently mitigated by such derivative contracts.

Periods of rapidly decreasing interest rates could expose the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to the risk of being unable to match an annuity liability with financial assets providing the return which was assumed in making the quotation, which could necessitate setting aside additional reserves over those assumed at pricing.

As a result, periods of consistently low interest rates and/or periods of rapidly decreasing interest rates could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The exposure of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to inflation risk increases in line with increases in volumes of DB de-risking solutions

The exposure of the Just Retirement Group and the Partnership Assurance Group to inflation risk increases in line with increases in volumes of DB de-risking solutions. Most DB pension schemes link member benefits to either inflation indexation and/or limited price indexation. As at 30 June 2015, 7.1 per cent. of the Just Retirement Group's liabilities were linked to inflation on an IFRS basis and, as at 30 June 2015, 11.8 per cent. of the Partnership Assurance's Group's liabilities were linked to inflation. As the exposure of the Just Retirement Group and the Partnership Assurance Group to inflation risk increases, their use of inflation hedging mechanisms will also increase, which may result in the Just Retirement Group and the Partnership Assurance Group needing to hold more liquid assets or longer-term gilts to offset potential increases in collateral requirements when the future inflation curve is low. A tightening of the liquidity position of the Just Retirement Group or the Partnership Assurance Group could have a material adverse effect on the business, results of operations, financial condition and prospects the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The value of the LTM assets of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group is subject to fluctuations in housing market values

The Just Retirement Group's and the Partnership Assurance Group's LTMs, comprise a significant portion of their respective financial assets supporting their annuity liabilities (41 per cent. in the case of the Just Retirement Group as at 30 June 2015 and 25 per cent. in the case of the Partnership Assurance Group as at 30 June 2015). The LTM products of the Just Retirement Group and the Partnership Assurance Group incorporate a NNEG. The NNEG applies under defined circumstances on repayment of a mortgage if the charge on a property exceeds the value of the property at the time of the redemption. If this situation arises, the Just Retirement Group and the Partnership Assurance Group will not seek to recover the balance of the loan in excess of the property value from the customer's estate. The NNEG applies on all cases following death (in the case of mortgages issued on joint lives this is on the death of the second life) or when moving into long-term care. When mortgages are voluntarily redeemed early, i.e. on the sale of the property, the NNEG only applies in certain defined circumstances. In particular, the NNEG does not apply if the mortgage is repaid using assets other than from the sale of the property. These terms are standard for LTMs and in line with requirements applying in order to be a member of the trade body, the Equity Release Council (the ''ERC'').

Although the Just Retirement Group's and Partnership Assurance Group's respective average LTV ratio as at 30 June 2015 was 25 per cent. and 45 per cent., respectively, given that such mortgages are secured by a borrower's equity interest in a particular property—typically such borrower's house, a substantial decline in UK housing market values could adversely affect (i) the origination of new LTM business by reducing demand for such mortgages both by reducing consumers' propensity to borrow and by reducing the amount they are able to borrow as a function of the Just Retirement Group's and/or Partnership Assurance Group's ''loan-to-value'' limits, (ii) the Just Retirement Group's and/or Partnership Assurance Group's returns on existing LTMs by increasing the provisions required to be held for the NNEG, (iii) the Just Retirement Group's and/or Partnership Assurance Group's returns on existing LTMs resulting in actual losses if the prices realised on the sale of the properties securing such loans fall below the amount of outstanding principal and accrued interest at redemption and/or (iv) the Just Retirement Group's and/or Partnership Assurance Group's cash inflow from LTMs by delaying sales of the properties securing such loans. The Just Retirement Group and the Partnership Assurance Group are exposed to the risk that a fall in residential property prices could reduce the amounts received from mortgage redemptions, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. In addition, a fall in residential property prices could reduce demand for LTMs both by reducing consumers' propensity to borrow and by reducing the amount they are able to borrow as a function of the LTV limits of the Just Retirement Group and the Partnership Assurance Group, and also affect the returns on existing LTMs for the Just Retirement Group and the Partnership Assurance Group by increasing the provisions required to be held for the NNEG.

Inaccurate property valuations at the time of issuing new loans and, to the extent the Just Retirement Group or the Partnership Assurance Group purchases previously written LTM books to supplement the LTMs that they originate, insufficient due diligence by the originators of such previously written LTMs or by the Just Retirement Group or the Partnership Assurance Group in connection with the purchase of such books could also expose the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to lower-than-expected returns on their LTMs.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, subject to the risk of defaults by the issuers of fixed income securities in their financial asset portfolio

Premiums received by the Just Retirement Group and the Partnership Assurance Group from DB de-risking solutions and annuities are invested in financial assets, such as fixed income securities and LTMs, so as to match cash inflows from such investments against expected future cash outflows in respect of their DB de-risking solutions and annuities.

One of the principles of both the Just Retirement Group's and the Partnership Assurance Group's investment strategy is that the investment portfolio comprises high quality, low risk assets. Credit risk on the portfolio is managed through the appointment of specialist fund managers, who execute a diversified investment strategy, investing new monies in investment grade assets and imposing individual counterparty limits.

The Just Retirement Group and the Partnership Assurance Group actively monitor the quality of their overall bond portfolios, which are not intended to have a particular concentration by sub-sector or instrument. Nevertheless, the Just Retirement Group and the Partnership Assurance Group are exposed to default risk with respect to these securities in the event of adverse market conditions or other factors affecting the bond market as a whole.

If the issuers of securities held (directly or indirectly) by the Just Retirement Group or the Partnership Assurance Group were to default on their obligations, the Just Retirement Group and the Partnership Assurance Group, as the case may be, could suffer significant losses on account of such defaults, which could materially adversely affect the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, exposed to counterparty risk, particularly in relation to other financial institutions, including reinsurers

The Just Retirement Group and the Partnership Assurance Group are exposed to counterparty risk in relation to third parties from reinsurance counterparties, derivative counterparties, policyholders, brokers, distribution partners and other supplier contracts, as well as financial institutions holding their cash deposits. The business of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group could suffer if their respective counterparties fail to honour their obligations. In particular, in the event that a reinsurance counterparty fails, the collateral deposited by that counterparty with the Just Retirement Group or the Partnership Assurance Group of qualifying contracts may ultimately be insufficient to pay for claims actually experienced on the

business previously reinsured by that counterparty. This consequence, as well as others resulting from counterparties' failures to honour obligations and payments could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

1.3 Liquidity risk

The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may experience a tightening in liquidity and require significantly larger cash balances than anticipated

A tightening of the liquidity position of the Just Retirement Group or the Partnership Assurance Group could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Premiums received from the customers of the Just Retirement Group and the Partnership Assurance Group in connection with the provision of DB de-risking solutions and annuities are invested in financial assets, such as fixed income securities and LTMs, so as to attempt to match cash inflows from such investments against expected future cash outflows in respect of their DB liabilities and annuities. This matching depends on the accuracy of their projections of cash inflows (premiums received, the repayment of fixed income securities and LTMs, coupon payments made on fixed income securities and early redemptions of LTMs) and outflows (the purchase of fixed income securities, payments to annuitants and DB pension schemes, mortgage advances, commissions, expenses and tax), which are subject to a number of assumptions, which are necessarily less certain the further into the future such projections are made. Accordingly, the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group are subject to the risk of cash flow mismatches in the longer term between their DB de-risking solutions and annuity related financial liabilities and the financial assets held to support those liabilities, as a result of, inter alia, inaccurate assumptions regarding the timing and duration of future cash inflows and/or cash outflows.

In the event of such a mismatch, the Just Retirement Group and/or the Partnership Assurance Group may be unable to pay their annuity-related financial liabilities as they fall due on account of insufficient cash inflows, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. If it were necessary to sell assets in order to generate liquidity, there is no guarantee that the price achieved would reflect the valuations at which such assets are recorded.

In addition, it may not be possible to readily sell mortgage assets due to the lack of a market in which to trade them.

From time to time liquidity is needed to be able to collateralise derivative positions that are used to hedge against interest rates, inflation rates and foreign currencies. In extreme circumstances collateral calls could result in a lack of suitable liquidity. In this case, one of the actions that the Just Retirement Group could take to reduce the liquidity strain is to close out the derivatives. This would increase the exposure of the Just Retirement Group to those risks that were being hedged by the derivative, and were the risk to materialise, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group.

Fluctuations in the value of the U.S. dollar and other foreign currencies against the British pound could adversely affect the profitability of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

From time to time, the Just Retirement Group and the Partnership Assurance Group acquire fixed income securities denominated in U.S. dollars or other foreign currencies for their financial asset portfolios. Although the Just Retirement Group and the Partnership Assurance Group hedge these exposures, there is a risk that as a result of an early redemption or default by an issuer, the derivative becomes mismatched. If the Just Retirement Group or the Partnership Assurance Group fail to close the hedge quickly, a currency loss could occur which could have a material adverse effect on the business, results of operations,

financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Any determination to restrict further drawdowns, in order to manage liquidity, of the undrawn portion of drawdown LTMs could adversely affect the reputation and brand of the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group

The Just Retirement Group's drawdown LTMs enable borrowers to draw down further advances subsequent to the principal amount of the loan, subject to certain terms and conditions. Further LTM advances under pre-existing drawdown LTMs typically accounted for 17 to 23 per cent. of total LTM advances in the three financial years ended 30 June 2015. As a result of a sharp increase in the customers' propensity to draw down the undrawn portion of drawdown LTMs, the Just Retirement Group might not be able to facilitate these drawdowns. Although under the terms of its drawdown LTMs the Just Retirement Group may restrict drawdowns as a result of certain events (including the liquidity needs of the Just Retirement Group), such an eventuality could adversely affect the reputation, sales and brand of the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group, which could in turn have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group.

1.4 External environment risks

The UK Government's pension reforms, implemented in April 2015 (''Pension Reforms'') will, and other potential legislation changes being considered may, have a fundamental impact on the expected shape and future of the retirement income markets and may have a material adverse effect on the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

The Just Retirement Group and the Partnership Assurance Group operate in a highly regulated sector, which means that changes in relevant legislation and regulation may have a considerable effect on the strategy and day-to-day operations of the Just Retirement Group and the Partnership Assurance Group, which could in turn have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Changes in UK Government policy, changes to legislation and regulation, or the interpretation or approach to enforcement of legislation and regulation (at a national and/or European Union (''EU'') level), applying to companies in the financial services sector in any of the segments in which the Just Retirement Group or the Partnership Assurance Group operate may occur in future and could in certain circumstances be applied retrospectively, and may adversely affect the underlying profitability of the Just Retirement Group, the Partnership Assurance Group and following completion of the Proposed Merger, the Combined Group, their product range, distribution channels, capital requirements and, consequently, results and financing requirements.

The Taxation of Pensions Act 2014 implemented the changes announced in the Budget of 19 March 2014 (the ''2014 Budget''). The changes dramatically altered the UK retirement income market. For more information, see paragraph 9.1 of Part 5 ''Regulatory Overview''.

The Pension Reforms have created a considerable level of uncertainty in the UK retirement income market in which the Just Retirement Group and the Partnership Assurance Group operate. This uncertainty is likely to persist given that it will take time for market participants' and consumers' behaviour to adjust to the Pension Reforms as well as to the innovative and more flexible retirement income products which are likely to emerge as a result.

Of the products in the retirement income market which the Just Retirement Group and/or the Partnership Assurance Group provide, the Pensions Reforms pose the most risk to the sales of individual annuities by the Just Retirement Group and the Partnership Assurance Group, as, inter alia, retirees have greater flexibility in deciding the extent to which they convert their pensions savings to an annuity, if at all. To date, the Pension Reforms have reduced the number of people purchasing an annuity within the UK retirement income market, thus reducing the total sales of UK annuities, and reducing the revenue which the Just Retirement Group and the Partnership Assurance Group derive due to their annuity sales. If lower volumes of annuity sales persist, or volumes of sales decrease further, and cannot be replaced through other retirement income product revenue streams, it could have a material adverse effect on the business, financial condition, results of operations and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

There can be no certainty that the response of the Just Retirement Group and the Partnership Assurance Group to the Taxation of Pensions Act 2014 and the Pension Reforms will fully mitigate any adverse effects the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may suffer

The Just Retirement Group and the Partnership Assurance Group have reviewed their strategy in light of the Taxation of Pensions Act 2014 and the Pension Reforms to reflect potential changes in consumer demand and will continue to monitor the UK retirement income market in respect of adverse changes resulting from or incidental to the Taxation of Pensions Act 2014 and the changes announced in the 2014 Budget, and may in future review their strategies in light of any changes.

A reduction in demand for the DB de-risking solutions of the Just Retirement Group and/or the Partnership Assurance Group, especially if coupled with a continued reduced level of annuity sales by the Just Retirement Group and/or the Partnership Assurance Group, or any failure of the Just Retirement Group or the Partnership Assurance Group to market new retirement income products successfully, could have a material adverse effect on the business, financial condition, results of operations and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. Further, the Pensions Reforms could place the strategies and business plans of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group at risk should the assumptions and developments of the Just Retirement Group and the Partnership Assurance Group not adjust to the actual retirement income market dynamics. Should the response of the Just Retirement Group or the Partnership Assurance Group to the Pensions Reforms not be as effective as their competitors', the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may suffer reduced share in the retirement income market.

The medium term extent of behavioural changes by the potential customers of the Just Retirement Group and the Partnership Assurance Group as a result of the Taxation of Pensions Act 2014 and the Pension Reforms remains difficult to predict. There is therefore no certainty as to (i) the eventual impact of the Taxation of Pensions Act 2014 and the Pension Reforms on the UK retirement income market, and (ii) the effectiveness of the revised strategy of the Just Retirement Group and the Partnership Assurance Group in respect of the UK retirement income market. Any response of the Just Retirement Group or the Partnership Assurance Group to changes in the UK retirement income market may be costly, may expose the Just Retirement Group and the Partnership Assurance Group, as the case may be, to other risks not mentioned in this Prospectus, and may not ultimately be successful in preventing the occurrence of material adverse effects on the business, financial condition, results of operations and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The current solvency regime with which members of the Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, required to comply is undergoing significant change, the outcome of which remains uncertain

A new solvency regime applicable to the EU insurance sector, known as Solvency II, has been developed over recent years (for more information, see paragraph 9.2 of Part 5 ''Regulatory Overview''). The main aim of this new prudential framework is to ensure the financial stability of the insurance industry across the EU and protect policyholders through establishing solvency requirements better matched to the true risks of the business. Full implementation of Solvency II must take place by 1 January 2016.

One key feature of the new regime for insurers and reinsurers under Solvency II is that these entities will be allowed to make use of internal capital models to calculate capital requirements if the model has been approved by the appropriate regulator. The Just Retirement Group has applied for permission to use an internal model to calculate regulatory capital. It has also applied for the matching adjustment in order to recognise the value of illiquidity premiums in credit investments and LTMs and transitional arrangements to spread capital increases arising from Solvency II over the allowable period. Partnership Assurance Group has also applied for certain approvals under Solvency II. Final approvals are expected in December 2015. Both businesses are taking steps to mitigate potential risks associated with the new regulation (e.g. the impact of matching adjustment on LTMs). Although the Just Retirement Board and the

Partnership Assurance Board are confident of their ability to manage the Combined Group in accordance with Solvency II and believe there is potential to optimise the Combined Group's capital structure following completion of the Proposed Merger, as at the date of this Prospectus it remains possible that the implementation of the final rules, or the outcome of the approvals, may give rise to greater capital requirements, or may require changes to the structures and/or businesses of the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group (including holding additional capital or placing restrictions on the ability of the Just Retirement Group, the Partnership Assurance Group or the Combined Group to pay dividends, or requiring the Just Retirement Group, the Partnership Assurance Group or the Combined Group to raise additional capital).

In addition, following the implementation of Solvency II, regulators may continue to issue guidance and other interpretations or calibrations of applicable requirements, which could require further adjustments by the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group in the future. A failure by the Just Retirement Group or the Partnership Assurance Group to implement the measures required by Solvency II in a timely manner could also lead to regulatory action and have a material adverse effect on the business, results of operations and financial condition of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Further changes to the UK political environment, government policies, laws and regulation could adversely affect the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

There is a risk of further changes to fiscal policy and legislation affecting the retirement income market. As an example of such a change, in his Budget speech on 18 March 2015 (the ''2015 Budget'') the Chancellor of the Exchequer announced that from April 2016, the UK Government intends to change the tax rules to allow people who are already receiving income from an annuity to sell that income to a third party for a lump sum, subject to agreement from their annuity provider. Any such changes could have a significant effect on the strategy and operation of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, which could in turn have a material adverse effect on the business, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. The UK Government has since decided to delay implementation of these changes to 2017. For additional information, see paragraph 9.1 of Part 5 ''Regulatory Overview''.

A referendum on UK membership of the EU, due before the end of 2017, may result in the UK leaving the EU, which would have significant consequences including on the way the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group are regulated.

The Just Retirement Group and the Partnership Assurance Group place, and following completion of the Proposed Merger, the Combined Group will place, substantial reliance on intermediaries, in particular financial intermediaries, employee benefit consultants (''EBCs''), retirement specialists and key corporate partners in the UK, to sell and distribute their products

The Just Retirement Group and the Partnership Assurance Group sell their retirement income products through intermediary distribution channels, such as financial intermediaries, EBCs, retirement specialists and key corporate partners. The relationships of the Just Retirement Group and the Partnership Assurance Group with their intermediaries and certain key corporate partners could be terminated as a result of a variety of events. Partners are subject to change from time to time, the Just Retirement Group and the Partnership Assurance Group may be unable to renew their agreements with such partners on similar terms, or at all, and could subsequently be unable to secure agreements with new distribution partners. Termination or non-renewal of, or any other material changes to, relationships of the Just Retirement Group and the Partnership Assurance Group with their distribution partners could adversely affect the sale of retirement income products and growth opportunities of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group in the UK. Termination of distribution relationships can also result in disputes over the dissolution or final settlement of distribution agreements, which can potentially lead to litigation. In addition, the Just Retirement Group and/or the Partnership Assurance Group could be required to fulfil the obligations of their agreements with distribution partners in the event of the termination of a relationship. The distribution agreements include various requirements on the Just Retirement Group and the Partnership

Assurance Group, and the Just Retirement Group and/or the Partnership Assurance Group may have to pay damages under the arrangements if they fail to fulfil these obligations. Any of the foregoing events could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Sales of annuities are dependent, in part, on the availability of advice to consumers through their financial intermediary or via the new guaranteed guidance route (for more information, see paragraph 9.1 of Part 5 ''Regulatory Overview''). The ability of the Just Retirement Group and the Partnership Assurance Group to grow their annuity business is dependent in part on raising consumer awareness and on customers increasingly taking advantage of the open market option (''OMO''), and, if they qualify, by purchasing an annuity underwritten on medical and lifestyle factors. The OMO allows an individual to use pension savings from any defined contribution (''DC'') pension fund to purchase an annuity from any annuity provider and effectively enables an individual to choose the best available retirement product from all providers.

The Directors and the Proposed Directors believe that the number of financial intermediaries who have demonstrated a proactive approach to advising on LTMs has, to date, been limited. The Directors and the Proposed Directors believe this is a result of the relative complexity of the issues required to be considered when advising on LTMs and the perceived reputational risks to financial intermediaries, such as claims of potential mis-selling or provision of investment advice. Continuing reluctance in the financial intermediary community to sell LTMs could constrain the future growth in sales of LTMs by the Just Retirement Group and the Partnership Assurance Group, which could in turn have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

In addition, regulatory and other developments can have an adverse impact on the relationship of the Just Retirement Group and the Partnership Assurance Group with their distribution partners and/or their expected financial performance. In particular, the then named Financial Services Authority's (''FSA'') Retail Distribution Review (the ''RDR'') came into force on 31 December 2012 and the detailed rules and guidance that arose from the RDR are now in the FCA Handbook. The changes made by the RDR are intended to enhance the quality of advice and improve consumer confidence in the retail investment sector by improving clarity regarding advice services provided to consumers, raising the professional standards of advisers and addressing the potential for remuneration bias by implementing a ban on commission being paid to advisers by product providers. The revised rules have made it necessary for distributors to provide additional training for their financial intermediary staff to ensure compliance, with the consequent risk of insufficient training of financial intermediaries. From the first stage of its post-implementation review of the RDR, the FCA observed signs of it being on track to deliver its objectives in many areas while also noting that in many respects the longer term effects are yet to become clear.

The FCA carried out the first stage of its post-implementation review of the RDR in 2014, the findings of which were published on 16 December 2014. In January 2015, the FCA issued finalised guidance with regard to service or distribution agreements between providers and advisory firms. This outlined activity and payments that would be regarded by the FCA as breach of the Conduct of Business rules and Principle 8 (conflicts of interest), clarifying the FCA's interpretation of the current rules. There is a risk of the FCA's interpretation of its rules changing from time to time and a consequent risk of regulatory censure if there is non-compliance with that interpretation of the rules. The FCA plans to undertake a further post-implementation review of RDR in 2017. Distribution channels may also be adversely affected should the FCA, in any future review of the distribution model of the Just Retirement Group or the Partnership Assurance Group or the activities of any relevant distributors, consider that any of the agreements the Just Retirement Group or the Partnership Assurance Group has in place with distributors in respect of payments made and services provided to the Just Retirement Group or the Partnership Assurance Group, are at risk of non-compliance with the FCA's interpretation of the rules or the spirit of the RDR. Further, in the event of any mis-selling of products by financial intermediaries or other distribution partners, the Just Retirement Group and/or the Partnership Assurance Group could face the risk of regulatory censure from the FCA, fines and related compensation costs and reputational damage. Any of these developments could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The European Commission's (the ''Commission'') review of the Insurance Mediation Directive 2002/92/EC (the ''IMD'') from 2005 to 2008 found inconsistent application of IMD at the level of national regulations, with some Member States gold-plating measures and others implementing the bare minimum necessary for compliance. The Insurance Distribution Directive (''IDD'') which is currently in the process of being enacted will repeal and replace the IMD and is an attempt to rectify these identified failings and seeks to improve regulation in the retail insurance sector by ensuring a level playing field between all participants involved in the selling of insurance products and strengthening policyholder protections. The Commission considers that the IDD will significantly raise the minimum standards of the IMD. On 30 June 2005, the Parliament's Committee on Economic and Monetary Affairs (''ECON'') announced that an ''informal deal'' had been reached with the Latvian Presidency of the European Council on the IDD. ECON explained that the political agreement will not be subject to ''technical finalisation''. As soon as the official legal text is ready, the Parliaments will put it to a plenary vote, and the final text will also need to be endorsed by the Council. At this time adoption is expected to take place at some point during the second half of 2015, with the IDD likely to apply from the second half of 2017. The Commission also worked on an initiative in relation to Packaged Retail and Insurance-based Investment Products (''PRIIPs'') with the aim of harmonising pre-contractual disclosures and selling practices for such products. The IDD likewise introduces stricter selling practices for firms selling insurance PRIIPs. These new rules will cover sales standards, conflicts of interest and a ban on commission for independent advice. There is a risk that the rules implementing the RDR, any new rules required in due course to implement the IDD and any new rules relating to PRIIPs will lead to a decline in the number and/or size of distribution firms. Inter alia, this is because financial advisers may decide to consolidate or to leave the sector in response to anticipated increased compliance costs that may be realised and the higher professional standards required by the RDR. In the lead up to the introduction to the RDR, the number of retail investment advisers in the UK reduced. If a reduction in the capacity of the intermediary distribution sector does occur, this may result in fewer opportunities for the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group's products to be distributed by intermediary firms. The impact of these changes could adversely affect the strategic importance of these financial intermediaries as a distribution channel for the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Failure of customers to access the Pension Wise service or to take advantage of, or failure of financial intermediaries to advise their customers of, the OMO in the UK could have a material adverse effect on the operations of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

Sales of annuities are dependent, in part, on the availability of advice to consumers. However, the Directors and the Proposed Directors believe that not all financial and other intermediaries have as yet taken full advantage of the potential to offer their customers annuities or annuities through the OMO available in the UK, which allows an individual to use pension savings from any pension fund to purchase an annuity from any annuity provider and effectively enables an individual to choose the best available retirement product from all providers. Should financial intermediaries fail to advise customers to take advantage of the OMO or fail to advise customers who so qualify to purchase an annuity, this could adversely affect the sales of annuities and, accordingly, have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

In addition, following the Pension Reforms announced in March 2014, the Just Retirement Group's and the Partnership Assurance Group's ability to grow their annuity business is dependent in part on improving customer awareness of the benefits of an annuity purchase when considered alongside alternative at-retirement propositions, including cash withdrawals. The introduction of the Pension Wise service (a free, impartial guidance service provided to individuals approaching retirement on their choices at the part of retirement) (''Pension Wise'') as part of the Pension Reforms in April 2015 will now be an added factor in determining whether a customer will seek advice, decide to ''self-select'' their retirement solutions or indeed move from their existing provider at all. Given the increased choice and flexibility that customers are likely to have in the future, the importance of customers receiving appropriate guidance or advice will increase. There is a risk that if only a small proportion of customers take up the offer of guidance, and/or the guidance is ineffective, that these changes may result in more customers defaulting to staying with their existing pension providers and not considering other providers. This, in turn, may result in fewer customers purchasing the Just Retirement Group's, the Partnership Assurance Group's, and following completion of the Proposed Merger, the Combined Group's products.

The Just Retirement Group and the Partnership Assurance Group face, and following completion of the Proposed Merger, the Combined Group will face, competition from other insurance groups and others

The Just Retirement Group and the Partnership Assurance Group face and will continue to face significant competition from domestic insurers, international insurance groups, non-insurance groups such as investment managers and others (in any such case whether established market participants, new entrants to the market or start-up operations), which offer and/or may in the future offer the same or similar products and services as the Just Retirement Group and the Partnership Assurance Group. The Just Retirement Group and the Partnership Assurance Group operate in the retirement income market in which the most important competitive factors for products include price, which in large measure is determined by the quality and extent of the relevant mortality dataset, the predicted investment return and required returns on capital, together with brand recognition, the utilisation of various distribution channels, the quality of customer services before and after a contract is entered into, product flexibility, product innovation and policy terms and conditions.

The retirement income market has been undergoing a period of extensive change, and is reacting to the pension changes in the Taxation of Pensions Act 2014 and the Pension Reforms. Retirement income providers have responded by developing new propositions for their customers which have and will continue to be implemented. The UK retirement income market may attract new entrants and existing providers are innovating to retain and attract vesting pension assets, increasing competition. The entry into, or the targeting of, the segments in which the Just Retirement Group and the Partnership Assurance Group operate by traditional pension and life insurers, non-insurance companies such as investment managers or other new entrants offering new product innovations or willing to accept higher risk or lower margins than the Just Retirement Group or the Partnership Assurance Group, could adversely affect the ability of the Just Retirement Group and the Partnership Assurance Group to obtain new customers, or their ability to adjust prices, which could constrain the growth or otherwise have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The future success of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may depend on their ability to develop and market new products, or enter new geographical markets successfully

Further changes to pension legislation, social attitudes, including over-65's remaining in work, and reducing numbers of both men and women reaching retirement age are key factors which may drive a reduction in the retirement income market in the future. Political and social commentary may also have a destabilising effect on customer confidence. In these circumstances, diversification of the Just Retirement Group and the Partnership Assurance Group increases in importance, but is subject to change risk. Such diversification could include: development of new products and services that better meet the needs of those deferring retirement; further expansion into new markets; and expanding the advice proposition and/or brand and customer-led strategies.

The operations of the Just Retirement Group and the Partnership Assurance Group are currently focused on the provision of DB de-risking solutions, annuities and LTMs in the UK. Over-reliance on retirement products in the UK could expose the Just Retirement Group and the Partnership Assurance Group to product and geographical concentration risks. Therefore the future success of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may depend on their ability to expand their product proposition to provide future growth or grow their presence in new geographical markets successfully, while avoiding any potential damage to their reputation as a result of diversification of their product portfolio or geographical coverage. Should the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group prove to be unable to do so, such failure could have a material adverse effect on their business, results of operations, financial condition and prospects.

Changes in lifestyle, medicine, technology, regulation or taxation could reduce demand for the products of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

The Just Retirement Group and the Partnership Assurance Group are exposed to changes in the behaviour of their customers and the markets in which they sell their insurance products. For example, changes in lifestyle or medicine could significantly alter customers' actual or perceived need for annuity products. In addition, further changes to regulation or taxation may make alternative at-retirement propositions more attractive to customers than annuities. Changes in technology could also give rise to new types of entrants into the insurance and/or insurance sales sectors, or the development of new distribution channels requiring further adaptation of the Just Retirement Group's and the Partnership Assurance Group's business and operations. Additionally, declines in the financial markets, for instance equity markets, can reduce the value of a customer's pension funds available to purchase an annuity, which could influence the decision to purchase an annuity. Moreover, declines in annuity yields could make the purchase of annuities unattractive and inhibit market growth. Such changes could result in reduced demand for the Just Retirement Group's and the Partnership Assurance Group's products and/or require the Just Retirement Group and the Partnership Assurance Group to expend significant energy, resources and capital to change their product offering, build new risk and pricing models, modify and renew their operating and IT systems and/or retrain or hire new people. Such changes could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group, the Partnership Assurance Group and their products are, and following completion of the Proposed Merger the Combined Group and its products will be, subject to extensive regulatory supervision and legislation, including requirements to maintain certain licences, permissions and/or authorisations

In recent years, the UK financial services industry has witnessed an increase in regulatory activity, more intense regulatory supervision and significant change to the regulatory framework. In the wake of the financial crisis, the FSA (the predecessor to the FCA and the PRA) moved towards what it described as ''outcomes focused regulation''. This was coupled with a strategy of ''credible deterrence'', involving increased focus on, and publicity of, enforcement activities. This approach has been continued by the FCA and the PRA and increases the regulatory risk to which the Just Retirement Group and the Partnership Assurance Group are exposed. Regulatory authorities, including the FCA and the PRA, have broad powers over many aspects of the business of the Just Retirement Group and the Partnership Assurance Group, including approving the appointment of directors and key employees, marketing and selling practices, advertising, product development structures, data and records management, systems and controls, capital adequacy and permitted investments. The PRA is concerned primarily with financial stability and the protection of policyholders and third-party claimants rather than the shareholders or creditors of the Just Retirement Group or the Partnership Assurance Group, and the FCA has been giving increasing attention to consumer protection issues and the overall fairness of financial services products.

The FCA's Business Plan 2015/16, published at the end of March 2015, identified numerous areas of focus for the FCA across the financial services industry. Of particular relevance to the Just Retirement Group and the Partnership Assurance Group, the FCA has been looking at sales practices for customers at retirement, interest-only mortgage maturities, sales incentive arrangements, and governance over mortgage lending strategies, and priorities for 2015/16 continue to include pensions and an ageing population, and a new area of systems and controls in preventing financial crime.

On 26 March 2015, the FCA published its final report in relation to its market study on retirement income products along with the findings of its review of annuity sales practices (for more information, see paragraph 9.4 of Part 5 ''Regulatory Overview''). The report concludes that the FCA considers that competition in the retirement income market is not working well for consumers and that many consumers are missing out on a higher income by not shopping around. It sets out the FCA's proposed remedies and rule changes. The FCA's review of annuity sales practices found that firms' non-advised sales practices are limiting competition and not achieving the best outcomes for consumers, and the FCA concluded that significant improvements are required. The next phase of the FCA's work on this has been taking place as part of its wider review of its rules in the pensions and retirements area in the summer of 2015. While any developments which encourage consumers to shop around for their annuities may be beneficial to the Just Retirement Group and the Partnership Assurance Group, there can be no certainty that the FCA's findings will result in changes which would be beneficial to the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group.

The terms on which products are sold or contracts are entered into with customers by the Just Retirement Group and the Partnership Assurance Group must comply with various fairness and reasonableness requirements under UK law, some of which implement EU law. The application and interpretation of these requirements involves an important element of judgement and there can be no assurance that the European Court of Justice or the FCA will not determine at some point in the future that certain terms presently in use do not meet the relevant standards. Where products of the Just Retirement Group or the Partnership Assurance Group contain such terms, the effect could be to prevent reliance on those terms by the Just Retirement Group or the Partnership Assurance Group, as the case may be, including retrospectively in respect of existing products held by the customers of the Just Retirement Group and the Partnership Assurance Group, which may adversely affect the underlying profitability of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, their product range, distribution channels, investment strategy, capital requirements and, consequently, results of operation and financing requirements.

In order to conduct their business, certain entities within the Just Retirement Group and the Partnership Assurance Group must hold and maintain certain licences, permissions and authorisations (such as permission from PRA to conduct insurance activities in the UK under Part 4A of the FSMA) and must comply on an ongoing basis with relevant law and regulation (for more information, see Part 5 ''Regulatory Overview''). Failure to comply with relevant law and regulatory requirements may result in the commission of civil or criminal offences, or lead to disciplinary or enforcement action, which could include the imposition of fines or the revocation of licences, permissions or authorisations, and could have a material adverse impact on the continued conduct of the businesses of relevant entities of the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group.

The way individuals save for their pensions is also subject to regulatory developments which may have an impact on the sales of retirement products in the long-run. In July 2015, Her Majesty's Treasury (''HM Treasury'') published the paper 'Strengthening the incentive to save: a consultation on pensions relief' which seeks to consult on whether the right incentives are in place to encourage long-term pension saving. The consultation sets out the principles which the UK Government believes any reform would need to meet in order to be a viable alternative to the current system, namely, simplicity and transparency, personal responsibility (ensuring that individuals have adequate savings for retirement), building on the early success of automatic enrolment, and sustainability. The UK Government is also consulting on whether there is a case for reforming pensions tax relief to strengthen the incentives to save.

The Just Retirement Group and the Partnership Assurance Group may be subject to measures imposed by the PRA in furtherance of its regulatory objectives. The PRA's strategic objective is promoting the safety and soundness of PRA-authorised firms. In relation to insurers it also has an ''insurance'' objective, of contributing to securing an appropriate degree of protection for those who are or may become policyholders of PRA-authorised insurers. The Just Retirement Group and the Partnership Assurance Group may be subject to measures imposed by the FCA in furtherance of its regulatory objectives. The FCA has three ''operational objectives'': a consumer protection objective; an integrity objective; and a competition objective. It also has a ''strategic objective'' of ensuring that relevant markets function well. In addition, where the FCA identifies a risk of consumer detriment arising from a particular product, type of product, or practices associated with a particular product or type of product, powers have been introduced allowing it to intervene to amend or restrict the sales or marketing of these products, or to ban them altogether, which could affect the ability of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, to sell certain products and/or reduce their expected profitability, or may involve significant liabilities in relation to historical business underwritten by the industry as a whole.

The Just Retirement Group and the Partnership Assurance Group are also subject to competition and consumer protection laws enforced by the Competition and Markets Authority (''CMA'') and the European Commission's Directorate-General for Competition, such as laws relating to price fixing, collusion and other anti-competitive behaviour in the UK. This regime is supported by formal cooperation between the CMA and the FCA, along with the FCA's furtherance of its operational objective to promote effective competition in the interests of consumer, and its duty to promote effective competition when addressing its other operational objectives. This is further supported by the FCA's powers to enforce competition law in financial services concurrently with the CMA, which took effect from 1 April 2015.

Regulatory action, whether arising from EU, UK or other local laws and regulations, against a member of the Just Retirement Group or the Partnership Assurance Group, or a determination that the Just Retirement Group or the Partnership Assurance Group has failed to comply with applicable law or regulation, including, without limitation, any of the examples discussed herein, could result in fines and losses as well as adverse publicity for, or negative perceptions regarding, the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group may also face increased compliance or compensation costs due to changes to financial services legislation or regulation, or the need to set up additional compliance controls. This in turn could have an adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, or otherwise divert management's attention from the day-to-day operation of the business, potentially affecting their ongoing or future performance.

The new regulatory framework around the Pension Wise service

As part of the Pension Reforms implemented in April 2015, the FCA has been given responsibility for setting and monitoring the standards for delivery of the Pension Wise service. In February 2015, the FCA published its policy statement in relation to the requirements for pension providers to determine whether customers have received advice or guidance prior to accessing their pensions. The FCA has published rules requiring providers to direct customers to the Pension Wise service. Additionally, providers are required to ask customers relevant questions to determine whether risk factors are present, for example the customer's state of health, and then provide appropriate risk warnings. There is a risk that customers will not take advice or guidance, or fail to shop around with their pension pot.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, subject to the ''treating customers fairly'' principle, which is central to the FCA's expectation of firms' conduct

The Just Retirement Group and the Partnership Assurance Group have a regulatory responsibility to pay due regard to the interests of their customers and to treat them fairly. The ''treating customers fairly'' principle was central to the regulatory approach of the predecessor to the FCA and the PRA, the FSA, and continues to be central to the work of the FCA in its role as conduct regulator for all authorised firms. If the Just Retirement Group or the Partnership Assurance Group were unable to demonstrate that their customers were being treated fairly, or that the implementation of their processes failed to support the culture that the Just Retirement Board and the Partnership Assurance Board wished to promote, they may become subject to increased regulatory scrutiny and, ultimately, enforcement action, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group or, following the completion of the Proposed Merger, the Combined Group.

The Just Retirement Group is, and following completion of the Proposed Merger, the Combined Group will be subject to the risk of receiving complaints alleging the provision of unsuitable advice

The Just Retirement Group's distribution arm, Just Retirement Solutions Limited (''JRSL''), provides advice to customers in relation to LTMs and, more recently, annuities, in particular immediate needs annuities. JRSL has also recently launched a simplified advice service for customers who are determining how to disinvest retirement savings. The Just Retirement Group may be subject to complaints alleging the provision of unsuitable advice. There is a risk that the process-driven nature of this simplified advice could contain systematic errors that could result in the same mistake being made consistently many times before it was discovered, giving rise to multiple claims. If any such complaints were sustained, the Just Retirement Group may be subject to disciplinary or enforcement action by the FCA, which could, for example, result in private or public censure, fines or sanctions, or the award of compensation to customers. This could in turn result in reputational risk that could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, exposed to the risk of damage to their brands, the brands of their distribution partners, their reputation, or a decline in customer confidence in the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group or their products

The success and results of the Just Retirement Group and the Partnership Assurance Group are influenced by their financial strength, reputation and brand. The Just Retirement Group, the Partnership Assurance Group and their brands are vulnerable to adverse market perception as the Just Retirement Group and the Partnership Assurance Group operate in an industry where integrity, customer trust and confidence are paramount.

Negative publicity or damage to the brand or the reputation of the Just Retirement Group or the Partnership Assurance Group could result from litigation (including mis-selling claims), employee misconduct, operational failures, the outcome of regulatory or other investigations or actions, allegation or determination that the Just Retirement Group or the Partnership Assurance Group has failed to comply with regulatory or legislative requirements, failure in business continuity or performance of the information technology systems of the Just Retirement Group or the Partnership Assurance Group, loss of customer data or confidential information, fraudulent activities, unsatisfactory service and support levels or insufficient transparency or disclosure of information. Negative publicity adversely affecting the brand of the Just Retirement Group or the Partnership Assurance Group or their reputation could also result from misconduct or malpractice by intermediaries, business promoters or other third parties linked to the Just Retirement Group or the Partnership Assurance Group (such as strategic partners, distributors and suppliers).

Damage to the brands or reputations of the Just Retirement Group or the Partnership Assurance Group could cause existing customers, partners or intermediaries to withdraw their business from the Just Retirement Group or the Partnership Assurance Group and potential customers, partners or intermediaries to be reluctant, or elect not, to do business with the Just Retirement Group or the Partnership Assurance Group. Such damage to the brands or reputations of the Just Retirement Group or the Partnership Assurance Group could cause disproportionate damage to their businesses, even if the negative publicity is factually inaccurate or unfounded. Furthermore, negative publicity could result in greater regulatory scrutiny and influence market or rating agencies' perception of the Just Retirement Group or the Partnership Assurance Group. The occurrence of any of these events could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Ensuring compliance with capital adequacy requirements and with a number of other regulations relating to the operations, solvency and reporting bases of the Just Retirement Group and the Partnership Assurance Group could have a material adverse impact on the business of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

The Just Retirement Group and the Partnership Assurance Group are required to maintain a minimum margin of capital in excess of the value of their liabilities, in order to comply with a number of regulatory requirements relating to the solvency and reporting bases of the Just Retirement Group and the Partnership Assurance Group. The amount of regulatory capital required also depends on the level of risk facing the Just Retirement Group and the Partnership Assurance Group and, as such, correlates to economic market cycles. The capital position of the Just Retirement Group and the Partnership Assurance Group can be adversely affected by a number of factors, in particular, factors that erode the capital resources of the Just Retirement Group or the Partnership Assurance Group and/or which affect the quantum of risk to which the Just Retirement Group or the Partnership Assurance Group is exposed. In addition, any event that erodes current profitability and is expected to reduce future profitability and/or make profitability more volatile could affect the capital position of the Just Retirement Group or the Partnership Assurance Group, which in turn could have a negative effect on the business, results of operations and financial condition of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

In the event that regulatory capital requirements are, or may be, breached, the appropriate regulator could impose requirements on the Just Retirement Group or the Partnership Assurance Group, which could include, for example, requiring them to take steps to restore capital to levels acceptable to the appropriate regulator, or a requirement not to take on new business.

A failure to meet regulatory capital requirements could ultimately result in the licences, permissions and authorisations of the Just Retirement Group and/or the Partnership Assurance Group being cancelled or varied, and hence them being required to cease some of their insurance and/or business operations.

In addition, for a variety of reasons, including changes in life expectancy or amendments to assumptions in respect of the same, business model types and the industry as a whole, or adverse changes in the specific current or potential future risk profile of the individual businesses of the Just Retirement Group or the Partnership Assurance Group, the supervisory authorities could decide to increase the regulatory capital requirements of the Just Retirement Group or the Partnership Assurance Group in excess of amounts currently held by them. The Just Retirement Group or the Partnership Assurance Group may also determine to hold a higher surplus above regulatory capital requirements.

There is also a risk that, due to changes in applicable law and regulation, any capital instruments issued by the Just Retirement Group or the Partnership Assurance Group in the future may cease to qualify as regulatory capital. This could require the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group to replace the relevant capital instruments with alternative admissible debt or raise additional capital in order to meet the then prevailing regulatory capital requirements and failure to do so could have a significant impact on the business, results of operations and financial condition of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The ability of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, to raise additional capital on favourable terms or at all cannot be assured and, if the Just Retirement Group or the Partnership Assurance Group were unable to meet applicable regulatory capital requirements in any of their regulated subsidiaries, they would have to take other measures to protect their capital and solvency position, which might include redeploying existing capital from elsewhere in the Just Retirement Group or the Partnership Assurance Group, increasing prices, reducing the volume of or types of business underwritten, increasing reinsurance coverage, altering their investment strategy, or divesting parts of their businesses, any of which may be difficult or costly or result in a significant loss, particularly in cases where such measures are required to be undertaken quickly.

If the Just Retirement Group or the Partnership Assurance Group were required to take any of the foregoing measures, the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group could be materially adversely affected.

Downgrades or the revocation of the financial strength rating of the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group could affect their standing in the market and result in a loss of business and/or reduced earnings

JRL has been assigned an insurer financial strength rating of ''B'' by the actuarial consulting firm AKG, as last confirmed in November 2014. JRL's insurer financial strength rating is subject to periodic review by, and may be revised downward or revoked at the sole discretion of, AKG.

Partnership Life Assurance Company Limited (''PLACL'') has been assigned an insurer financial strength rating of ''B-strong'' by the actuarial consulting firm AKG, as last confirmed in September 2014. PLACL's insurer financial strength rating is subject to periodic review by, and may be revised downward or revoked at the sole discretion of, AKG.

Downgrade or revocation of JRL's or PLACL's insurer financial strength rating could have a negative impact on the Just Retirement Group's and Partnership Assurance Group's public reputation, ability to secure reinsurance, and competitive position in the market, especially in relation to their distribution arrangements and commercial business, where partners or customers may not be willing or permitted to place their insurance business with a lower rated insurer, which could result in reduced business volumes and income. The occurrence of any of the above could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Changes to financial reporting requirements generally or specifically for insurance companies may materially adversely affect the reporting of the financial results

Changes to the International Financial Reporting Requirements, as adopted by the EU (''IFRS'') for insurance companies have been proposed in recent years and further changes may be proposed in the future. The International Accounting Standards Board has published proposals in its IFRS 4 Insurance Contracts Phase II for Insurers Exposure Draft (''Phase II'') that would introduce significant changes to the statutory reporting of insurance entities that prepare financial statements according to IFRS. The accounting proposals, which are not expected to become effective before 2018, will change the presentation and measurement of insurance contracts, including the effect of technical reserves and reinsurance on the value of insurance contracts. It is uncertain whether and how the proposals in the Phase II exposure draft will affect the Just Retirement Group, the Partnership Assurance Group or, following completion of the Proposed Merger, the Combined Group should they become definitive

standards. Current proposals under Phase II may have an adverse effect on the manner in which the Just Retirement Group and the Partnership Assurance Group report provisions and therefore identify and report revenues and costs and could also have an effect on the financial performance of the Just Retirement Group and the Partnership Assurance Group through changes affecting the calculation of taxation. Any changes to IFRS or the statutory reporting of insurance entities referred to above, and any other changes to accounting standards that may be proposed in the future, whether or not specifically targeted at insurance companies, could materially adversely affect the reported results of operations and financial position of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Changes in taxation laws may negatively affect the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group and/or decisions of customers

Changes in corporate and other tax rules could have both a prospective and retrospective impact on the Just Retirement Group's and the Partnership Assurance Group's business, results of operations, financial condition and prospects. In general, changes to existing tax laws or their interpretation, or amendments to existing tax rates (corporate or personal), or the introduction of new tax legislation may materially adversely affect the Just Retirement Group's and the Partnership Assurance Group's business, results of operations, financial condition and prospects, either directly or indirectly, for example by effecting changes in the insurance purchasing decisions of customers. Changes to legislation that specifically governs the taxation of insurance companies might adversely affect the Just Retirement Group's and the Partnership Assurance Group's businesses. While changes in taxation laws may affect the insurance sector as a whole, changes may be particularly detrimental to certain operators or certain products in the industry. The relative impact on the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, will depend on the areas affected by the changes, the mix of business within the Just Retirement Group's, the Partnership Assurance Group's and, following completion of the Proposed Merger, the Combined Group's portfolio and other relevant circumstances at the time of the change.

The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, may face increased compliance costs as a result of legislation passed in the United States

In March 2010, the United States passed legislation that would require non-United States financial institutions to enter into agreements to provide information on United States accountholders beginning in 2015. If this information is not provided in a form and with contents satisfactory to the United States tax authorities, a non-United States financial institution will have a 30 per cent. withholding tax applied to certain amounts derived from United States sources. Under final United States Treasury regulations, no such withholding tax will be imposed on any payments made prior to 1 July 2014. On 1 September 2013, regulations were introduced in the UK (the ''Regulations'') to give effect to the intergovernmental agreement entered into between the UK and the United States to improve tax compliance, dated 12 September 2012 (the ''UK-U.S. IGA''). Under the UK-U.S. IGA, UK-based financial institutions should not be subject to a 30 per cent. withholding on U.S. source income, unless they fail to meet the requirements set out in the UK-U.S. IGA and the Regulations.

The political, regulatory, economic and business conditions in new geographical markets could impair the ability of the Just Retirement Group, the Partnership Assurance Group and following completion of the Proposed Merger, the Combined Group to succeed in new territories

Any expansion into new geographies will expose the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group to different local political, regulatory, business and financial risks and challenges which may affect their ability to implement the intended strategy and business plans for those geographic markets. These risks could include political, social or economic instability, credit and counterparty risks in new geographies, lack of local business experience and risks of cultural incompatibility with foreign parties. The occurrence of any of these events could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

1.5 Operational risks

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, exposed to operational risk in the course of their business and they rely on their employees, operational processes and IT systems to conduct their business in line with their values, governance standards, policies and procedures

The Just Retirement Group and the Partnership Assurance Group rely on their employees to deliver the quality of products and services for which they are renowned and the productivity of their employees for the cost efficiencies they are able to deliver. In organisations that are dependent on their talent, their continued commitment, engagement and development is crucial in seeking to address many operational risk factors. The importance of people to the success of the business model of the Just Retirement Group and the Partnership Assurance Group means that risks relating to talent attraction, development and retention are considerable.

The employees of the Just Retirement Group and the Partnership Assurance Group underpin all that each group does and how they undertake their duties is influenced by the respective corporate cultures of the Just Retirement Group and the Partnership Assurance Group. The Directors and the Proposed Directors believe that a positive culture brings a greater capacity to bear risk, greater deployment of discretionary effort, positive attitudes and enthusiasm to embrace and adopt change. The Directors and the Proposed Directors also acknowledge the destructive consequences of an inappropriate culture. The Just Retirement Group's and Partnership Assurance Group's cultural direction is demonstrated by results from their employee engagement surveys and investment in their development programmes.

The development of an inappropriate culture could result in employees of the Just Retirement Group or the Partnership Assurance Group failing to adhere to, or follow the recommendations of, their respective governance standards, policies and procedures. Failure by the employees of the Just Retirement Group or the Partnership Assurance Group to conduct business in the manner prescribed or recommended by their respective governance standards, policies and procedures could increase the likelihood of operational risks materialising. Should such risks materialise, this could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, could be materially adversely affected by the loss of key employees, or by an inability to attract and retain, or obtain FCA or PRA approval for, qualified personnel

The loss of services of key employees could adversely affect the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group. They may need to temporarily fill certain key roles with interim employees while recruitment of permanent staff is concluded. The continued success of the Just Retirement Group and the Partnership Assurance Group also depends on their ability to attract, motivate and retain highly competent specialists, particularly those with financial, IT, underwriting, actuarial and other specialist skills. Competition for senior managers as well as personnel with these skills and proven ability is intense among insurance companies.

The Just Retirement Group and the Partnership Assurance Group compete with other financial services groups for skilled personnel, primarily based on their reputation, financial position, remuneration policies and support services. If the Just Retirement Group and the Partnership Assurance Group fail to compete effectively in the labour market they may incur significant costs to recruit and retain appropriately qualified individuals.

In addition to regulating financial services firms themselves, the FCA and PRA also regulate, among others, individuals with significant influence over the key functions in the operation of a regulated entity, such as governance, finance, audit and risk management functions. The FCA or PRA, as appropriate, may not approve an individual to perform such functions unless it is satisfied that the individual has appropriate qualifications and/or experience and is fit and proper to perform those functions, and may withdraw its approval for individuals whom it deems no longer fit and proper to perform those functions. The PRA and the FCA are consulting on changes to this regime at present (for more information, see paragraph 9.3 of Part 5 ''Regulatory Overview''), and the proposed new regime would be likely to result in increased scrutiny of individuals performing key roles in insurance companies, both at the approval stage and subsequently.

The inability of the Just Retirement Group and/or the Partnership Assurance Group to attract and retain, or obtain FCA or PRA approval for, directors and highly skilled personnel, and to retain, motivate and

train their staff effectively could adversely affect their competitive position, which could in turn result in a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The operations of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group support/will support complex transactions and are/will be highly dependent on the proper functioning of information technology (''IT'') and communication systems

The Just Retirement Group and the Partnership Assurance Group rely on their operational processes and IT systems to conduct their businesses, including the pricing and sale of their products, measuring and monitoring their underwriting liabilities, processing claims, assessing acceptable levels of risk exposure, setting required levels of provisions and capital, producing financial and management reports on a timely basis and maintaining customer service and accurate records. These processes and systems may not operate as expected, may not fulfil their intended purpose or may be damaged or interrupted by increases in usage, human error, unauthorised access, natural hazards or disasters or similarly disruptive events. Any failure of the IT and communications systems and/or third-party infrastructure on which the Just Retirement Group or the Partnership Assurance Group relies could lead to costs and disruptions that could adversely affect the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group, as well as harm their reputation and/or attract increased regulatory scrutiny.

If the Just Retirement Group and/or the Partnership Assurance Group were to introduce new consumer products beyond their current offering, they may be required to develop new operational processes and information systems or to ensure current systems are adequate to support these products. Development of new systems or the expansion of current systems may require experience and resources beyond those the Just Retirement Group and/or the Partnership Assurance Group currently possess. Failure to support new products with necessary resources could lead to costs or the failure of new product offerings. The occurrence of a serious disaster resulting in interruptions, delays, the loss or corruption of data, or the cessation of the availability of systems, could, to the extent not mitigated by the disaster recovery and business continuity contingency plans of the Just Retirement Group and/or the Partnership Assurance Group, as the case may be, have a material adverse impact on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Failure to adequately maintain and protect customer and employee information could have a material adverse effect on the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group

The Just Retirement Group and the Partnership Assurance Group collect and process personal data (including name, address, age, medical details, bank details and other personal data) from their customers, business contacts and employees as part of the operation of their businesses, and therefore they must comply with data protection and privacy laws and industry standards in the UK and the countries of residence of the policyholders of the Just Retirement Group and the Partnership Assurance Group. Those laws and standards impose certain requirements on the Just Retirement Group and the Partnership Assurance Group in respect of the collection, use, processing and storage of such personal information. There is a risk that data collected by the Just Retirement Group and the Partnership Assurance Group and their third party service providers are not processed in accordance with notifications made to, or obligations imposed by, data subjects, regulators, or other counterparties or applicable law. There is a further risk that recent European Commission proposals to reform the EU data protection framework will impose a disproportionate burden on insurers and affect the ability of insurers to share information to prevent fraud and other financial crime. Failure to operate effective data collection controls could potentially lead to regulatory censure, fines, reputational and financial costs as well as result in potential inaccurate rating of risks or overpayment of claims.

Large organisations, such as the Just Retirement Group and the Partnership Assurance Group, are increasingly becoming targets for cyber-crime, particularly if those organisations retain personal information about many people, and migrate some of their operations on to digital platforms. The Just Retirement Group and the Partnership Assurance Group are exposed to the risk that the personal data they control could be wrongfully accessed and/or used, whether by employees or other third parties, or otherwise lost or disclosed or processed in breach of data protection regulations. If the Just Retirement Group, the Partnership Assurance Group or any of the third-party service providers on which they rely fails to process, store or protect such personal data in a secure manner or if any such theft or loss of personal data were otherwise to occur, the Just Retirement Group or the Partnership Assurance Group, as the case may be, could face liability under data protection laws. This could also result in damage to the brand and reputation of the Just Retirement Group and the Partnership Assurance Group as well as the loss of new or repeat business, any of which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger the Combined Group will be, dependent on the use of third-party suppliers, including investment managers, IT software and internet service providers

The Just Retirement Group and the Partnership Assurance Group are dependent on the use of certain third-party suppliers in order to conduct their business. The Just Retirement Group and the Partnership Assurance Group are reliant in part on the continued performance, accuracy, compliance and security of such services. If the contractual arrangements with any third-party providers are terminated, the Just Retirement Group and the Partnership Assurance Group may not find an alternative outsource provider or supplier for the services, on a timely basis, on equivalent terms or without significant expense or at all, in which case the Just Retirement Group or the Partnership Assurance Group, as the case may be, would need to handle such services in-house, which could involve potential additional costs and delays.

Any reduction in third-party product quality or any failure by a third party to comply with internal, contractual, regulatory or other requirements, including requirements with respect to the handling of customer data, could cause a material disruption to or adverse financial and/or reputational impact on the business of the Just Retirement Group or the Partnership Assurance Group, as the case may be. Any of these events could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

The Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group are exposed to the risk of financial crime (including bribery, money laundering and corruption)

The Just Retirement Group and the Partnership Assurance Group are, and, following completion of the Proposed Merger, the Combined Group will be exposed to the risk of internal and external fraud from a variety of sources such as employees, suppliers, intermediaries, customers and other third parties. This includes both policy (i.e. application-related) fraud and claims fraud. Although the Just Retirement Group and the Partnership Assurance Group employ fraud detection processes to help monitor and combat fraud, the Just Retirement Group and the Partnership Assurance Group are at risk from customers, financial intermediaries or other distribution partners or employees who misrepresent or fail to provide full disclosure of the risks or over-disclose medical or lifestyle risk factors before policies are purchased and from a range of other fraud-related exposures, such as the fraudulent use of Just Retirement Grouprelated or Partnership Assurance Group-related confidential information. These risks are potentially higher in periods of financial stress.

Additionally, the Just Retirement Group and the Partnership Assurance Group experience risk from employees and staff members who fail to follow, or who circumvent, procedures designed to prevent fraudulent activities.

The occurrence or persistence of fraud in any aspect of the business of the Just Retirement Group or the Partnership Assurance Group could damage their reputation and brands as well as their financial standing, and could have a material adverse effect on the business, results of operations, financial condition and prospects of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group.

Following completion of the Placing and Open Offer, Avallux will hold, and following completion of the Proposed Merger, Avallux and the Cinven Funds will both hold, a significant but non-controlling interest in the Combined Group, and their interests may differ from or conflict with those of other shareholders

Following completion of the Placing and Open Offer, Avallux will own beneficially 48.6 per cent. of the issued ordinary share capital of the Company, and following completion of the Proposed Merger, Avallux and the Cinven Funds will own beneficially 29.3 per cent. and 19.5 per cent., respectively, of the issued ordinary share capital of the Company (in each case based on the Assumptions). As a result, each of Avallux and the Cinven Funds may, following completion of the Proposed Merger, possess voting power sufficient to have influence over all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions.

The Company has entered into relationship agreements with Avallux and the Cinven Funds to regulate their relationship following completion of the Proposed Merger (for more information, see paragraphs 11.4 and 11.5 of Part 16 ''Additional Information''). Pursuant to these relationship agreements, Avallux will, following completion of the Proposed Merger, continue to be entitled to appoint one non-executive director to the JRP Group Board and the Cinven Funds will also be entitled to appoint one non-executive director to the JRP Group Board. Notwithstanding that Avallux and the Cinven Funds have entered into relationship agreements, the interests of Avallux and the Cinven Funds may not always be aligned with those of other holders of JRP Group Shares and each will have a significant influence over matters requiring shareholder approval, including the election of directors and the approval of significant corporate transactions. In addition, Avallux and the Cinven Funds may hold interests in, or may make acquisitions of or investments in, other businesses that may be, or may become, competitors of the Combined Group.

2. Risks Relating to the Placing and Open Offer, the Proposed Merger and the New Just Retirement Shares

Shareholders may suffer a dilution to their interests in the Company

Qualifying Shareholders who do not take up any of their Open Offer Entitlements and Shareholders who are not eligible to participate in the Open Offer will suffer a dilution of approximately 11.3 per cent. to their interests in the Company by virtue of the issue of the Conditional Placed Shares and the Open Offer Shares.

Shareholders in the United States or other jurisdictions may not be able to participate in the Placing and Open Offer or future equity offerings

The Articles of Association of the Company (the ''Articles'') provide for pre-emptive rights to be granted to Just Retirement Shareholders, unless such rights are disapplied by a shareholder resolution. However, securities laws of certain jurisdictions may restrict the Just Retirement Group's ability to allow participation by Just Retirement Shareholders in the Placing and Open Offer or future offerings. In particular, Just Retirement Shareholders in the United States may not be entitled to exercise these rights unless either the rights and Just Retirement Shares are registered under the U.S. Securities Act, or the rights and Just Retirement Shares are offered pursuant to an exemption from, or transaction not subject to, the registration requirements of the U.S. Securities Act.

Completion is subject to a number of conditions which may not be satisfied or waived

Completion of the Proposed Merger is conditional upon, inter alia, the satisfaction or waiver of the CMA Pre-Condition; the Scheme becoming effective no later than the Long Stop Date; obtaining the relevant regulatory clearances from the PRA and FCA; obtaining clearances from the CMA, to the extent the CMA Pre-Condition is waived; the approval of the Scheme by a majority in number of the Scheme Shareholders (other than non-voting persons) (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders; all resolutions necessary to approve and implement the Scheme and to approve certain related matters being duly passed by the requisite majority or majorities at any Partnership Assurance General Meeting or at any adjournment of that meeting; the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Just Retirement and Partnership Assurance) by the Court; and the passing of the required resolutions at the Just Retirement General Meeting.

Although the Directors and the Proposed Directors believe that the clearances should be forthcoming, it is possible that the parties may not obtain these clearances, or that they may not be obtainable within a timescale acceptable to the parties, or that they may only be obtained subject to certain conditions or undertakings which may not be acceptable to the parties. In the event that the FCA, PRA, the CMA or any other required clearance is not obtained on terms reasonably satisfactory to Just Retirement or if any other condition is not fulfilled or waived, the Proposed Merger may not be completed. Further, it is possible that the FCA, the PRA, the CMA or other regulators may attach conditions to their approval of the Proposed Merger, which might delay or prevent the realisation of certain synergies identified by the parties or otherwise impact the Combined Group's strategy and operations. If this were to happen it is possible that the business, results of operations, financial condition and/or prospects of the Just Retirement Group, the Partnership Assurance Group and/or, following completion of the Proposed Merger, the Combined Group may be materially adversely affected.

The Combined Group's success will be dependent upon its ability to integrate the two businesses; there will be numerous challenges associated with the integration and the synergies expected from the Proposed Merger may not be fully achieved

The current operations of the Just Retirement Group and the Partnership Assurance Group will be integrated to form the combined operations of the Combined Group over a period of two years. To the extent that the Combined Group is unable to integrate the operations efficiently, realise cost reductions, retain qualified personnel or customers and avoid unforeseen costs or delay, there may be an adverse effect on the business, results of operations, the financial condition and/or prospects of the Combined Group. While the Directors and the Proposed Directors believe that the costs and synergies expected to arise from the Proposed Merger have been reasonably estimated, unanticipated events or liabilities may arise (whether as a result of a decision or action taken by a regulator with jurisdiction over the Combined Group's business or otherwise) which result in a delay or reduction in the benefits derived from the Proposed Merger, or in costs significantly in excess of those estimated. The integration of the Just Retirement Group and the Partnership Assurance Group will be supported by a management team and Directors with experience of large integration processes and cost reduction exercises. However, no assurance can be given that the integration process will deliver all or substantially all of the expected benefits or realise such benefits in a timely manner.

The Combined Group will encounter numerous integration challenges as a consequence of the Proposed Merger. In particular, following completion, the Combined Group's management and resources may be diverted from its core business activity due to personnel being required to assist in the integration process. The integration process may lead to an increase in the level of administrative errors. A decline in the service standards of the Combined Group may result in an increase in customer complaints and customer and/or regulatory actions, which may lead to reputational damage and the loss of customers and/or distributors by the Combined Group and have an adverse impact on financial performance and condition.

Following completion of the Proposed Merger, there is also a risk that some current and prospective employees may experience uncertainty about their future roles within the Combined Group, which may adversely affect the Combined Group's ability to retain or recruit key managers and other employees.

There will inevitably be a cost involved in revising the current systems and structures of the Combined Group following completion of the Proposed Merger. There is a risk that these costs could exceed current estimates, which may adversely affect anticipated integration benefits.

During the integration period following Admission of the Consideration Shares, the Combined Group may not be in a position to acquire other companies or businesses that it might otherwise have sought to acquire. In view of the demands the integration process may have on management time, it may also cause a delay in other projects currently contemplated by the Just Retirement Group and the Partnership Assurance Group.

Under any of these circumstances, the business growth opportunities, overhead cost reductions, purchasing and distribution benefits and other synergies anticipated by Just Retirement and Partnership Assurance to result from the Proposed Merger may not be achieved as expected, or at all, or may be materially delayed. To the extent that the Combined Group incurs higher integration costs or achieves lower synergy benefits than expected, its business, results of operations, financial condition and/or prospects, and the price of JRP Group Shares, may be adversely affected.

A third party may be able to obtain a large enough shareholding in either the Just Retirement Group or the Partnership Assurance Group to delay or prevent completion of the Proposed Merger

Both Just Retirement and Partnership Assurance are listed companies whose ordinary shares are freely traded on the London Stock Exchange. It is possible that an existing or new shareholder with a significant shareholding in either Just Retirement or Partnership Assurance could use, or could threaten to use, its shareholding to vote against the Proposed Merger when shareholder consent is sought. Such an action could materially delay or prevent the implementation of the Scheme and therefore deprive the parties of some or all of the anticipated benefits of the Proposed Merger.

Substantial future sales or issues of JRP Group Shares could impact their market price

The Company cannot predict what effect, if any, future sales or issues of JRP Group Shares, or the possibility or perception of such future sales or issues, will have on the market price of the JRP Group Shares. Avallux and the Cinven Funds entered into a lock-up agreement with Barclays dated 11 August 2015 (the ''Lock-up Agreement''), pursuant to which Avallux and the Cinven Funds have agreed that they will not, without Barclays' consent, dispose of any Just Retirement Shares or, following the completion of the Proposed Merger, JRP Group Shares until the later of (i) 30 calendar days following the Effective Date and (ii) provided that Admission of the Conditional Placed Shares and the Open Offer Shares is not later than 30 days following the Effective Date, 90 calendar days following Admission of the Conditional Placed Shares and the Open Offer Shares, and the Partnership Assurance Shares to be issued pursuant to the proposed equity capital raise by Partnership Assurance amounting, in aggregate, to approximately £150 million (the ''Capital Raise''). Sales of substantial amounts of JRP Group Shares in the public market by Avallux and the Cinven Funds following expiry of the lock-up period or by other shareholders at any time following completion of the Proposed Merger, or the issuance of a substantial number of JRP Group Shares, or the perception or any announcement that such sales or issuance could occur, affect the market price of the JRP Group Shares and may make it more difficult for investors to sell their JRP Group Shares at a time and price which they deem appropriate, or at all.

The value of the JRP Group Shares may fluctuate significantly

Following completion of the Proposed Merger, the JRP Group Shares may be subject to market price volatility and the value of the JRP Group Shares may fluctuate significantly as a result of a large number of factors, including, but not limited to, those referred to in this section headed ''Risk Factors'', as well as period-to-period variations in operating results or change in revenue or profit estimates by the Company, industry participants or financial analysts. The value of the JRP Group Shares could also be affected by developments unrelated to the Company's operating performance, such as the operating and share price performance of other companies that investors may consider comparable to the Company, speculation about the Company in the press or the investment community, strategic actions by competitors, including acquisitions and/or restructurings, changes in market conditions and regulatory changes in any number of countries, whether or not the Company derives significant revenue therefrom and shifts in macroeconomic or geopolitical conditions generally. Investors may not be able to sell their JRP Group Shares at or above the market price used to determine the Exchange Ratio.

The market price of the JRP Group Shares could be negatively affected by sales of substantial amounts of JRP Group Shares in the public markets or the perception that these sales could occur, which could impair the Combined Group's ability to raise capital through the sale of additional equity securities.

JRP Group Shareholders may earn a negative or no return on their investment in the Company

The Company's results of operations and financial condition are dependent on the trading performance of the members of the Combined Group. There can be no assurance that the Company will pay dividends in the future. Any decision to declare and pay dividends in the future will be made at the discretion of the board of directors of the Combined Group (the ''JRP Group Board'') and will depend on, inter alia, applicable law, regulation, restrictions, the Company's and the Combined Group's financial performance and position (including the availability of distributable profits and reserves and cash available for this purpose), regulatory capital requirements, working capital requirements, finance costs, general economic conditions and other factors the Directors deem significant from time to time. The Company's ability to pay dividends will also depend on the level of dividends and other distributions, if any, received from its operating subsidiaries and companies in which it has an investment. The payment of dividends by subsidiaries is, in turn, subject to restrictions, including the existence of sufficient distributable reserves and cash in those subsidiaries as well as certain restrictions in the Company's debt financing arrangements. These restrictions could limit or prohibit the payment of dividends to the Company by its subsidiaries, which could restrict the Company's ability to pay dividends to JRP Group Shareholders.

Just Retirement Shareholders and Partnership Assurance Shareholders will own a smaller percentage of the Combined Group than they currently own of Just Retirement and Partnership Assurance, respectively

After completion of the Proposed Merger, the Just Retirement Shareholders and Partnership Assurance Shareholders will own a smaller percentage of the Combined Group than they currently own of the Just Retirement Group and the Partnership Assurance Group, respectively. Based on the number of Partnership Assurance Shares in issue as at the close of business on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus) and assuming that there are no other issues of Just Retirement Shares or Partnership Assurance Shares (including under the Just Retirement Employee Share Plans or Partnership Assurance Employee Share Plans) between 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus) and the date of Admission of the Consideration Shares, save for those issues in connection with the Capital Raise, and that 371,504,547 Consideration Shares are issued in connection with the Proposed Merger, the Just Retirement Shareholders and former Partnership Assurance Shareholders will own approximately 60 per cent. and approximately 40 per cent., respectively, of the outstanding shares of JRP Group plc. As a consequence, the number of voting rights which can be exercised and the influence which may be exerted by JRP Group Shareholders will be reduced.

The issue of additional JRP Group Shares in connection with future acquisitions, any share incentive or share option plan or otherwise may dilute all other shareholdings

The Combined Group may seek to raise financing to fund future acquisitions and other growth opportunities and may, for these and other purposes, such as in connection with share incentive and share option plans, issue additional equity or convertible equity securities. As a result, the existing JRP Group Shareholders may suffer dilution in their percentage ownership or the price of the JRP Group Shares may be adversely affected.

DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED AND HEAD OFFICE AND ADVISERS

Directors2	Tom Cross Brown Rodney Cook Simon Thomas Shayne Deighton Catherine (Kate) Avery Michael Deakin James Fraser Steve Melcher Keith Nicholson
Proposed Directors3	Chris Gibson-Smith David Richardson Paul Bishop Peter Catterall Ian Cormack Clare Spottiswoode
Company Secretary	Martin Smith
Registered and head office	Vale House Roebuck Close Bancroft Road Reigate Surrey RH2 7RU
Sponsor, Joint Bookrunner and Lead Financial
Adviser to the Company	Barclays Bank PLC 5 The North Colonnade London E14 4BB
Joint Bookrunners	Deutsche Bank AG, London Branch 1 Great Winchester Street London EC2N 2DB
	Nomura International plc 1 Angel Lane London EC4R 3AB
Financial Adviser to the Company	Fenchurch Advisory Partners LLP Tower 42 25 Old Broad Street London EC2N 1HQ
English and U.S. legal advisers to the Company	Clifford Chance LLP 10 Upper Bank Street London E14 5JJ
English and U.S. legal advisers to the Sponsor
and Joint Bookrunners	Davis Polk & Wardwell London LLP 5 Aldermanbury Square London EC2V 7HR
Reporting Accountants and Auditors to the
Company .	KPMG LLP 15 Canada Square London E14 5GL

² Kate Avery and Shayne Deighton will step down from their roles as Directors at the time of completion of the Proposed Merger.

³ The Proposed Directors will become directors of JRP Group plc at the time of completion of the Proposed Merger.

Registrar	Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
Receiving Agent for the Open Offer	Equiniti Limited Aspect House Corporate Actions Spencer Road Lancing West Sussex BN99 6DA

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Expected timetable of principal events

Event	Time and Date
Record Date for the Open Offer Entitlements	6.00 p.m. on 24 September 2015
Announcement of the Placing and Open Offer	25 September 2015
Publication of Prospectus and Application Forms (for Qualifying non-CREST Shareholders only) .	28 September 2015
Ex-entitlement date for the Open Offer	28 September 2015
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	29 September 2015
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST	4.30 p.m. on 7 October 2015
Latest recommended time and date for depositing Open Offer Entitlements into CREST	3.00 p.m. on 8 October 2015
Latest time and date for splitting Application Forms (to satisfy bona fide market claims)	3.00 p.m. on 9 October 2015
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 13 October 2015
Results of the Placing and Open Offer announced through an RIS	14 October 2015
Admission and commencement of dealings in the Conditional Placed Shares and the Open Offer Shares	8.00 a.m. on 16 October 2015
CREST stock accounts expected to be credited for the Conditional Placed Shares and the Open Offer Shares in uncertificated form	8.00 a.m. on 16 October 2015
Share certificates for the Conditional Placed Shares and the Open Offer Shares expected to be despatched	within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares
Publication of the Just Retirement Shareholder Circular and the Scheme Document	5 November 2015
Partnership Assurance Court Meeting .	30 November 2015
Partnership Assurance General Meeting	30 November 2015
Just Retirement General Meeting .	30 November 2015
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Partnership Assurance Shares	D - 1 Business Day
Suspension of listing of, and dealings in, Partnership Assurance Shares	5.00 p.m. on D - 1 Business Day
Scheme Record Time	6.00 p.m. on D - 1 Business Day

Time and Date
a date expected to be in mid-December 2015, subject to regulatory clearances (D)
D + 5 Business Days, subject to stamping by HMRC
the Business Day following the Effective Date
8.00 a.m. on the Business Day following the Effective Date
as soon as possible after 8.00 a.m. on the Business Day following the Effective Date
within 14 days of the Effective Date
30 April 2016

It should be noted that, if Admission does not occur, all conditional dealings will be of no effect and any such dealings will be at the sole risk of the parties concerned.

Notes:

Each of the times and dates in the above timetable and mentioned elsewhere in this Prospectus, is subject to change, in which event details of the new times and/or dates will be notified to the FCA and the London Stock Exchange and, where appropriate, Qualifying Shareholders. Please note that any Existing Just Retirement Shares sold prior to close of business on 25 September 2015, the last date on which the Existing Just Retirement Shares trade with entitlement, will be sold to the purchaser with the right to receive Open Offer Entitlements.

If you have any questions, you may telephone the Registrar on 0871 384 2487 or +44 (0)121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Registrar cannot provide advice on the merits of the Proposed Merger, the Open Offer or Placing nor give financial, tax, investment or legal advice.

All references to time in this Prospectus relate to London time.

INDICATIVE STATISTICS

Indicative statistics

Number of Just Retirement Shares in issue as at 25 September 2015
(being the Last Practicable Date prior to the date of this Prospectus)	500,864,706
Number of Conditional Placed Shares and Open Offer Shares to be
issued pursuant to the Placing and Open Offer	63,525,672
Number of Just Retirement Shares in issue immediately following
Admission of the Conditional Placed Shares and the Open Offer
Shares(1)	564,390,378
Offer Price per Open Offer Share	£1.59
Estimated net proceeds of the Placing and Open Offer	£97.1 million (approximately)
Number of Consideration Shares to be issued in connection with the
Proposed Merger	371,504,547
Number of JRP Group Shares in issue immediately following Admission
of the Consideration Shares(1)	935,894,925
New Just Retirement Shares as a percentage of the total JRP Group
Shares immediately following completion of the Proposed Merger(1)(2) .	46.5 per cent.

Notes:

⁽¹⁾ Assumes that no new Just Retirement Shares are issued as a result of (i) the exercise of any options or (ii) awards vesting under the Just Retirement Employee Share Plans between 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus) and Admission.

⁽²⁾ Percentage calculated assumes that 63,525,672 Conditional Placed Shares and Open Offer Shares are issued pursuant to the Placing and Open Offer and 371,504,547 Consideration Shares are issued in connection with the Proposed Merger. Based on the number of Just Retirement Shares and Partnership Assurance Shares in issue as at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), the percentage would be 46.5 per cent.

IMPORTANT INFORMATION

General

Investors should only rely on the information in this Prospectus. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, the Proposed Directors, Barclays, Deutsche Bank, Nomura or Fenchurch. No representation or warranty, express or implied, is made by Barclays, Deutsche Bank, Nomura, Fenchurch or any of their respective affiliates as to the accuracy or completeness of such information, and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation by Barclays, Deutsche Bank, Nomura, Fenchurch or any of their respective affiliates as to the past, present or future.

Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to the FSMA, neither the delivery of this Prospectus nor the issue of the New Just Retirement Shares nor Admission of the New Just Retirement Shares shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Just Retirement Group since the date of this Prospectus or that the information contained herein is correct as of any time subsequent to its date.

The Company will update the information provided in this Prospectus by means of a supplement hereto if a significant new factor that may affect the evaluation by prospective investors of the terms of the Proposed Merger, the Scheme and/or the Placing and Open Offer occurs prior to Admission of the New Just Retirement Shares or if this Prospectus contains any material mistake or inaccuracy. The Prospectus and any supplement thereto will be subject to approval by the FCA and will be made public in accordance with the Prospectus Rules.

The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective investor should consult its, his or her own lawyer, financial adviser or tax adviser for legal, financial or tax advice. In making an investment decision, each investor must rely on its, his or her own examination, analysis and enquiry of the Just Retirement Group, the terms of the Proposed Merger, the Scheme and/or the Placing and Open Offer, including the merits and risks involved.

This Prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Directors, the Proposed Directors, Barclays Deutsche Bank, Nomura or Fenchurch or any of their respective affiliates or any of their representatives that any recipient of this Prospectus should agree to acquire the New Just Retirement Shares in accordance with the Proposed Merger, the Scheme and/or the Placing and Open Offer. Prior to making any decision as to whether to acquire the New Just Retirement Shares in accordance with the Proposed Merger, the Scheme and/or the Placing and Open Offer, prospective investors should read the whole of this Prospectus carefully (including the documents, or parts thereof, which are incorporated by reference herein) and not just rely on key information or information summarised within it. In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of the Proposed Merger, the Scheme and/or the Placing and Open Offer and this Prospectus, including the merits and risks involved.

Prospective investors who agree to acquire New Just Retirement Shares in accordance with the Proposed Merger, the Scheme and/or the Placing and Open Offer will be deemed to have acknowledged that (i) they have not relied on Barclays, Deutsche Bank, Nomura, Fenchurch or any of their respective affiliates in connection with any investigation of the accuracy of any information contained in this Prospectus or their decision whether or not to acquire New Just Retirement Shares in accordance with the Proposed Merger, the Scheme and/or the Placing and Open Offer and (ii) they have relied on the information contained in this Prospectus and the Scheme Document, and no person has been authorised to give any information or to make any representation concerning the Just Retirement Group or the New Just Retirement Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, the Directors, the Proposed Directors, Barclays, Deutsche Bank, Nomura or Fenchurch.

Barclays, Deutsche Bank, Nomura, Fenchurch and their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company, members of the Just Retirement Group and the Just Retirement Shareholders for which they would have received customary fees. Barclays, Deutsche Bank, Nomura, Fenchurch and their respective affiliates may provide such services to the Company, members of the Just Retirement Group and the Just Retirement Shareholders and any of their respective affiliates in the future.

Presentation of Financial Information

The (i) historical financial information of Just Retirement for the years ended 30 June 2014 and 30 June 2015 and the historical financial information of Just Retirement Group Holdings Limited, Just Retirement's direct wholly owned subsidiary, for the year ended 30 June 2013 referred to in Part 7 ''Just Retirement Financial Information'' and which is incorporated by reference into this Prospectus as set out therein and (ii) historical information of Partnership Assurance for the six months ended 30 June 2015 and the years ended 31 December 2014 and 31 December 2013 and for Partnership Assurance Group Holdings Limited, Partnership Assurance's direct wholly owned subsidiary, for the financial year ended 31 December 2012 referred to in Part 9 ''Partnership Assurance Financial Information'' and which is incorporated by reference into this Prospectus as set out therein, have each been prepared in accordance with IFRS.

Key Performance Indicators

Just Retirement

The Just Retirement Board have adopted the following metrics, which are considered to give an understanding of the Just Retirement Group's underlying performance drivers. These measures are referred to as key performance indicators (''KPIs''). The KPIs described below are not measures of financial performance under generally accepted accounting principles, including IFRS, and should not be considered in isolation or as an alternative to Just Retirement's statement of comprehensive income or other primary financial information referred to in Part 7 ''Just Retirement Financial Information'' and incorporated by reference into this Prospectus. The KPIs described below have been extracted without material adjustment from Just Retirement's historical financial information for the year ended 30 June 2015 referred to in Part 7 ''Just Retirement Financial Information'' and incorporated by reference into this Prospectus. Because these measures are not determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, they may not be comparable with other similarly titled measures of performance of other companies.

The Directors consider the Just Retirement Group's KPIs to be as follows:

• New Business Sales—represent the amount of new business sold during the reporting period. Annuity business sales are measured in terms of gross premiums written (''GWP''), whereas LTM sales are measured in terms of cash advances.
• New Business Operating Profit—represents the profit generated from new business written in the reporting period, calculated using IFRS assumptions applicable as at the point of sale. The calculation of New Business Operating Profit includes prudent reserves above best estimates for mortality, fixed income security defaults and, with respect to LTMs, NNEGs and early redemptions, which should be released in future years and recognised as part of In-Force Operating Profit subject to performance. New Business Operating Profit is stated after allowing for acquisition expenses for both the annuity and LTM business.
• In-Force Operating Profit—captures the expected margin to emerge from the in-force book of business and the free surplus, namely:
• the release of prudent margins in excess of best estimates in relation to mortality and fixed income security defaults within the IFRS liability, as well as the expected emergence of profit on the LTM business; and
• the expected return on surplus assets; less
• operating expenses.
• Underlying Operating Profit—equals the sum of New Business Operating Profit and In-Force Operating Profit. The Directors consider Underlying Operating Profit to be the core measure of financial performance of the Just Retirement Group, and therefore a useful measure for investors and analysts to use in assessing the Just Retirement Group's financial position, as this measure excludes the impact of ''one-off'' operating assumption changes and investment variances which can distort period-on-period results. The Just Retirement Group's ''buy and hold'' investment strategy means that

the majority of its UK gilts and fixed income securities should be held to maturity, thereby ensuring that any investment variances, in aggregate and over the life of the bonds, should not materially affect the financial performance of the Just Retirement Group in any single year. As the Directors believe that reinsurance and bank finance costs and regulatory and non-recurring expenditure are not components of the Just Retirement Group's Underlying Operating Profit, those costs are excluded from Underlying Operating Profit.

• European Embedded Value (''EEV'')—represents the sum of shareholders' net assets and the value of in-force business, where these items have been calculated in accordance with the generally accepted EEV principles. In the view of the Directors, the EEV is a valuable additional KPI since it provides investors with a realistically calculated measure of the future profit streams of the Just Retirement Group's in-force long-term business and captures some of the additional value of the profits of business that has been written but not yet recognised under IFRS.
• Just Retirement Group Economic Capital Coverage Ratio—key risk based capital measure that expresses the Directors' view of available capital as a percentage of the required capital.

The table below shows the components of Underlying Operating Profit for each of the financial years ended 30 June 2013, 30 June 2014 and 30 June 2015, together with a reconciliation to profit before tax of the Just Retirement Group.

	Year ended 30 June
	2015	2014	2013
		£m
New Business Operating Profit	36.8	53.1	58.9
In-Force Operating Profit	49.6	43.6	41.1
Underlying Operating Profit	86.4	96.7	100.0
Operating experience and assumption changes	2.4	4.7	(8.7)
Other group companies operating results	(8.7)	(7.5)	(3.1)
Reinsurance and bank finance costs	(12.5)	(13.4)	(9.2)
Operating Profit before tax	67.6	80.5	79.0
Non-recurring and project expenditure	(19.4)	(7.0)	(6.5)
Restructuring costs	—	(5.4)	—
Investment and economic profits	(74.1)	44.1	48.9
(Loss)/profit before finance, amortisation and listing costs and before tax	(25.9)	112.2	121.4
Finance and amortisation costs	(3.7)	(17.1)	(40.0)
Listing costs	—	(2.3)	(3.1)
(Loss)/profit before tax	(29.6)	92.8	78.3

Partnership Assurance

The Partnership Assurance Board monitors the Partnership Assurance Group's performance by regularly reviewing the following metrics, which are non-IFRS measures, as the Partnership Assurance Board considers these measures to give greater understanding of the underlying performance drivers of the Partnership Assurance Group. The Partnership Assurance Board considers these measures to be the Partnership Assurance Group's KPIs. The measures described below are not measures of financial performance under generally accepted accounting principles, including IFRS, and should not be considered in isolation or as an alternative to the Partnership Assurance Group's audited financial statements prepared under IFRS and incorporated by reference into this Prospectus. Because these measures are not determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, they may not be comparable with other similarly titled measures of performance of other companies.

The Partnership Assurance Board monitors the Partnership Assurance Group's performance by regularly reviewing the following metrics, which it considers to be the Partnership Assurance Group's KPIs:

• Total Operating Profit. This is the sum of New Business Operating Profit and In-Force Operating Profit, together with the long-term expected return from investments held by the Partnership Assurance Group that are not required to back insurance liabilities (termed ''surplus assets'').

• Economic Capital Coverage Ratio: This is the ratio of Economic Capital surplus over Economic Capital requirements. Economic Capital is the principal risk based capital measure used by the Partnership Assurance Board.
• New Business Premiums. These represent the value, measured as SPE of new insurance contracts completed during the reporting period.
• New Business Operating Profit. This is profit generated from new business completed in the period, calculated using actuarial assumptions applicable at the time the new business was written, and utilising a discount rate based upon expected investment yields from the assets backing the insurance liabilities, namely, the Partnership Assurance Group's corporate bond and equity release assets, net of expenses allocated against new business.
• MCEV. This provides a view of the overall worth of the in-force business and Partnership Assurance's net assets.

The Partnership Assurance Board considers Total Operating Profit to be the core measure of underlying performance of the Partnership Assurance Group, and therefore a useful measure for investors and securities analysts to use in assessing the Partnership Assurance Group's financial position and performance, as this measure excludes the impact of short term investment variances in its asset portfolio.

The table below shows the components of Operating Profit for each period, together with a reconciliation of the Total Operating Profit to IFRS Profit from continuing operations before tax.

	For the six months ended 30 June		For the year ended 31 December
	2015 2014		2014	2013	2012
			£000's
New Business Operating Profit	(2,425)	17,803	38,962	85,678	93,871
In-Force Operating Profit	13,476	6,840	8,477	34,278	14,263
Long-term expected return on surplus assets	7,241	8,746	16,328	11,435	3,997
Operating Profit	18,292	33,389	63,767	131,391	112,131
Investment variances	(6,532)	(9,043)	(23,491)	8,643	(3,289)
Non-recurring expenditure	(6,445)	(9,656)	(16,348)	(30,769)	(5,735)
Other gains/(losses)	167	321	139	(1,201)	(1,156)
Interest on borrowings	(2,554)	—	—	(25,403)	(34,472)
IFRS Profit from continuing operations before tax	2,928	15,011	24,067	82,661	67,479

Investment variances reflect:

• (b) the difference between the yield on investment assets allowed for in the calculation of new business profits and the actual investment performance including differences arising from investing at different yields and asset allocations than those expected when pricing new business;
• (c) the difference between actual performance on investment assets and long-term assumed return on surplus assets; and
• (d) the impact of changes in the best-estimate credit default allowance made against the Partnership Assurance Group's invested assets.

On a forward looking basis, the effective tax rates applicable to the Partnership Assurance Group are expected to be broadly in line with the UK's prevailing corporation tax rates.

⁽a) the difference between actual performance on investment assets (e.g. cash, gilts, corporate bonds and equity release) over the reporting period and the investment yield allowed for in the calculation of in-force liabilities at the start of the reporting period;

SPE is an industry accepted metric for the analysis of revenue for insurance companies and is included in order to aid comparability. A reconciliation from SPE to GWP, which appears on the face of Partnership Assurance's statement of comprehensive income, is set forth below.

For the six months ended 30 June
2015	2014	2014	2013	2012
		£000's
231,311	409,041	791,237	1,228,859	1,264,637
(406)	100	135	(5)	—
				112,102(1)
—	—	—	43	91,269
242,778	385,340	760,638	1,159,562	1,468,008
	11,873	(23,801)	(30,734)	For the year ended 31 December (69,335)

(1) Included premiums arising from change to contract terms in 2012.

The KPIs have been extracted without material adjustment from, and more details can be found in, the Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014, and Partnership Assurance's Interim Results 2015, which are incorporated by reference in this Prospectus as described in Part 9 ''Partnership Assurance Financial Information''.

New Business Operating Profit

New Business Operating Profit, generated from new business written in the period, amounted to a loss of £2.4 million for the six months ended 30 June 2015, a decrease of £20.2 million compared to £17.8 million for the six months ended 30 June 2014. This decrease was primarily the result of lower volumes of annuity sales following the 2014 Budget announcement and the impact of the mismatch between costs and revenues while annuity sales remained subdued.

New Business Operating Profit amounted to £39.0 million for the 12 months ended 31 December 2014, a decrease of £46.7 million or 54.5 per cent., compared to £85.7 million for the 12 months ended 31 December 2013. The decrease was primarily a result of lower sales of individually underwritten annuities following the 2014 Budget announcement and the impact of the mismatch between costs and revenues while annuity sales remained subdued. New Business Operating Profit of £85.7 million for the 12 months ended 31 December 2013 was £8.2 million or 8.7 per cent. lower compared to £93.9 million for the 12 months ended 31 December 2012. This decrease was primarily a result of higher operating expenses relating to the Partnership Assurance Group's listing in 2013.

In-Force Operating Profit

In-Force Operating Profit, generated from actual experience measured against assumed experience in the actuarial basis, amounted to £13.5 million for the six months ended 30 June 2015, an increase of £6.7 million compared to £6.8 million for the six months ended 30 June 2014. The level of In-Force Operating Profit in the six months ended 30 June 2015 reflects the increased size of the business and higher planned margins on mortality as we decided to increase the level of retained risk, particularly in respect of DB business, as well as positive longevity experience on care business.

In-Force Operating Profit amounted to £8.5 million for the 12 months ended 31 December 2014, a decrease of £25.8 million compared to £34.3 million for the 12 months ended 31 December 2013. This decrease was primarily due to the 2013 result including £21.0 million of non-recurring assumption and other changes which did not recur in 2014. In-Force Operating Profit of £34.3 million for the 12 months ended 31 December 2013 was £20.0 million higher than £14.3 million for the 12 months ended 31 December 2012. This increase was primarily the result of the increased size of the in-force book, as well as £21.0 million non-recurring assumption and other changes such as the release of expense reserves and other one-off economies of scale realised during 2013.

Long-term expected return on surplus assets

Long-term expected return on surplus assets, being the long-term, risk adjusted expected return on investments surplus to those used to back insurance liabilities, amounted to £7.2 million for the six months ended 30 June 2015, a decrease of £1.5 million, or 17.2 per cent., compared to £8.7 million for the six months ended 30 June 2014. This decrease was primarily the result of an increase in the proportion of assets held in cash, coupled with lower longer term expected rates of return on bonds.

Long-term expected return on surplus assets was £16.3 million for the 12 months ended 31 December 2014, an increase of £4.9 million or 4.3 per cent., compared to £11.4 million for the 12 months ended 31 December 2013, which is £7.4 million higher than the £4.0 million for the 12 months ended 31 December 2012. The increase in each period was primarily the result of growth in surplus assets, the reduction in debt and an increase in allocation of surplus assets to non-cash investments.

Investment variances

Investment variances reflect the difference between actual performance on investment assets (e.g. cash, gilts, corporate bonds and equity release) over the reporting period and the investment yield allowed for in the calculation of liabilities at the start of the reporting period, new business written during the reporting period and the long-term assumed return on surplus assets. Also included in investment variance is the impact of changes in the best-estimate credit default allowance made against the Partnership Assurance Group's invested assets. Any change in the prudential element of the credit default allowance is reflected in In-Force Operating Profit.

Non-recurring expenditure

Non-recurring expenditure in the six months ended 30 June 2015 includes costs relating to Solvency II developments, development of Partnership Assurance's defined benefit proposition and retirement account proposition and the Partnership Assurance Group's International Care business. Non-recurring expenditure for the year ended 31 December 2014 included restructuring costs of £1.2 million and £6.0 million due to impairment of distribution assets following the 2014 Budget in addition to regulatory and proposition developments.

Non-recurring expenditure in the 12 months ended 31 December 2014 was £16.3 million, which includes Solvency II related costs, costs incurred in developing DB architecture and implementation costs of management actions, new initiatives and product development, £6 million impairment of sales infrastructure and £2 million of Solvency II related IT development costs, which are being amortised over a 5 year period. For the 12 months ended 31 December 2013, non-recurring expenditure of £30.8 million primarily related to restructuring and the Partnership Assurance Group's IPO and charges resulting from vesting of the staff share option plan. For the 12 months ended 31 December 2012, non-recurring expenditure was £5.7 million.

Other gains and losses

Other gains and losses are primarily sundry income and costs arising in the distribution subsidiaries of the Partnership Assurance Group.

Interest on borrowings

Interest on borrowings, which relates to interest payable on loan notes and external bank loans, amounted to £2.6 million for the six months ended 30 June 2015, an increase from £nil for the six months ended 30 June 2014. This increase was the result of the Partnership Assurance Group entering into its 2015 bond.

Interest on borrowings amounted to £nil for the 12 months ended 31 December 2014 compared to £25.4 million for the 12 months ended 31 December 2013. The decrease resulted primarily from the repayment of the Partnership Assurance Group's existing debt in 2013. Interest on borrowings for the 12 months ended 31 December 2012 was £34.5 million.

Currency Presentation

Unless otherwise indicated, all references in this Prospectus to ''sterling'', ''pounds sterling'', ''GBP'', ''£'', or ''pence'' are to the lawful currency of the United Kingdom. The Company prepares its financial statements in pounds sterling. All references to the ''euro'' or ''A'' are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. All references to ''U.S. dollars'' or ''U.S.\$'' are to the lawful currency of the United States.

Rounding

Certain data in this Prospectus, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this Prospectus may vary slightly from the actual arithmetic totals of such data. Percentages in tables have been rounded and accordingly may not add up to 100 per cent.

Market, Economic and Industry Data

Unless the source is otherwise stated, the market, economic and industry data in this Prospectus constitute the Directors and the Proposed Directors' estimates, using underlying data from independent third parties. The Company obtained market data and certain industry forecasts used in this Prospectus from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications, including publications and data compiled by the Office for National Statistics, Towers Watson, Pensions Policy Institute, Department of Health, Office of Fair Trading, Joseph Rowntree Foundation, ERC, Association of British Insurers (''ABI''), HMRC, Touchstone, Watson Wyatt and Lane Clark & Peacock.

The Company confirms that all such third party data contained in this Prospectus has been accurately reproduced and, so far as the Company is aware and able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Where third-party information has been used in this Prospectus, the source of such information has been identified.

Service of process and enforcement of civil liabilities

The Company has been incorporated under English law. Service of process upon the Directors and officers of the Company, all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, since all of the directly owned assets of the Company are outside the United States, any judgment obtained in the United States against it may not be collectible within the United States. There is doubt as to the enforceability of certain civil liabilities under the U.S. federal securities laws in original actions in English courts, and, subject to certain exceptions and time limitations, English courts will treat a final and conclusive judgment of a U.S. court for a liquidated amount as a debt enforceable by fresh proceedings in the English courts.

Credit Ratings

This Prospectus includes references to credit ratings by Standard & Poor's Credit Market Services Europe Limited (''Standard & Poor's''). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on Credit Rating Agencies (the ''CRA Regulation''), unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration has not been refused. Standard & Poor's was established and operating in the European Union prior to 7 June 2010 and is registered as a credit rating agency in accordance with the CRA Regulation.

Definitions and Glossary

Certain terms used in this Prospectus, including all capitalised terms and certain technical and other items, are defined and explained in Part 18 ''Definitions'' and Part 19 ''Glossary''.

Information not Contained in this Prospectus

No person has been authorised to give any information or make any representation other than that contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised. Neither the delivery of this Prospectus nor any subscription or sale made hereunder shall, under any circumstances, create any implication that there has been no change in

the affairs of the Company since the date of this Prospectus or that the information in this Prospectus is correct as of any time subsequent to the date hereof.

Information Regarding Forward-looking Statements

This Prospectus includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company or the Combined Group's control and all of which are based on the Directors' and/or the Proposed Directors', as applicable, current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as ''believe'', ''expects'', ''may'', ''will'', ''could'', ''should'', ''shall'', ''risk'', ''intends'', ''estimates'', ''aims'', ''plans'', ''predicts'', ''continues'', ''assumes'', ''positioned'' or ''anticipates'' or the negative thereof, other variations thereon or comparable terminology. These forwardlooking statements include matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding the intentions, beliefs or current expectations of the Just Retirement Group, the Directors and/or the Proposed Directors, as applicable, concerning, inter alia, the results of operations, financial condition, prospects, growth, strategies, and dividend policy of the Just Retirement Group and the industry in which it operates. In particular, the statements under the headings ''Summary Information'' and ''Risk Factors'', and in Part 3 ''Information on the Just Retirement Group'', Part 4 ''Information on the Partnership Assurance Group'', Part 5 ''Regulatory Overview'' and Part 8 ''Just Retirement Operating and Financial Review'' regarding the Company's strategy and other future events or prospects are forward-looking statements.

These forward-looking statements and other statements contained in this Prospectus regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Just Retirement Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed, or implied in such forward-looking statements. Such forward-looking statements contained in this Prospectus speak only as of the date of this Prospectus. The Company, the Directors, the Proposed Directors, Barclays, Fenchurch and their respective affiliates expressly disclaim any obligation or undertaking to update the forward-looking statements contained in this Prospectus to reflect any change in their expectations or any change in events, conditions, or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the listing rules of the FCA made under section 74(4) of the FSMA (the ''Listing Rules''), or the Disclosure and Transparency Rules of the FCA.

Notice to persons in Canada

Just Retirement Shareholders in Canada are not Qualifying Shareholders and as such, Just Retirement Shareholders resident in Canada are not permitted to participate in the Open Offer. The Conditional Placed Shares forming part of the Placing will not be qualified by a prospectus in Canada and, therefore, Conditional Placed Shares will not generally be distributed in Canada except to accredited investors or otherwise pursuant to an exemption from the Canadian prospectus requirements.

Subject to certain exceptions, Application Forms are not being sent to, and Open Offer Entitlements are not being credited to a stock account in CREST of, any Just Retirement Shareholder with a registered address in Canada. This Prospectus is being sent to such Just Retirement Shareholders for information and voting purposes only and does not constitute an offer or invitation to such Just Retirement Shareholders to apply for Open Offer Shares. The Company reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in or despatched from Canada, or that provides an address in Canada for the acceptance of Open Offer Shares, or which does not make the warranty set out in the Application Form to the effect that the person accepting Open Offer Shares does not have a registered address and is not otherwise located in Canada and is not acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares in Canada or where the Company believes the offer, sale, resale, transfer, delivery or distribution of such Open Offer Shares may infringe applicable legal or regulatory requirements. Subject to certain exceptions, the Company will not be bound to allot or issue any Open Offer Shares to any person with an address in, or who is otherwise located in, Canada in whose favour Open Offer Shares may be transferred. In addition, the Company reserves the right to reject any ''many-to-many'' (MTM) instruction sent by or on behalf of any CREST member with a registered address in Canada in respect of the Open Offer Shares. Any payment made in respect of an Application Form under any of these circumstances will be returned without interest.

Notice to European Economic Area investors

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a relevant member state) (except for the UK), with effect from and including the date on which the Prospectus Directive was implemented in that relevant member state (the relevant implementation date), no Conditional Placed Shares or Open Offer Shares have been offered or will be offered to the public in that relevant member state prior to the publication of a prospectus in relation to the Conditional Placed Shares and Open Offer Shares which has been approved by the competent authority in the relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in the relevant member state in accordance with the Prospectus Directive, except that, with effect from and including the relevant implementation date, offers of Conditional Placed Shares and Open Offer Shares may be made to the public in that relevant member state at any time:

• (a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
• (b) to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
• (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of Conditional Placed Shares and Open Offer Shares result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression ''an offer of shares to the public'' in relation to any Conditional Placed Shares and Open Offer Shares in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Placing and Open Offer and the Conditional Placed Shares and Open Offer Shares to be offered thereby so as to enable an investor to decide to purchase or subscribe for the Conditional Placed Shares and Open Offer Shares, as the same may be varied in that member state by any measure implementing the Prospectus Directive in that member state. The expression ''Prospectus Directive'' means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in each relevant member state, and the expression ''2010 PD Amending Directive'' means Directive 2010/73/EU.

In the case of any Conditional Placed Shares and/or Open Offer Shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Conditional Placed Shares and/or Open Offer Shares acquired by it in the Placing and Open Offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Conditional Placed Shares and/or Open Offer Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company has been obtained to each such proposed offer or resale.

Enforcement of civil liabilities

The ability of an Overseas Shareholder to bring an action against the Company may be limited under law. The Company is a public limited company incorporated in England. The rights of holders of Just Retirement Shares are governed by English law and by the Articles. These rights differ from the rights of shareholders in typical U.S. corporations and some other non-UK corporations.

An Overseas Shareholder may not be able to enforce a judgment against some or all of the Directors and executive officers. All of the Directors and executive officers are residents of the UK or Ireland. Consequently, it may not be possible for an Overseas Shareholder to effect service of process upon the Directors and executive officers within the Overseas Shareholder's country of residence or to enforce against the Directors and executive officers judgments of courts of the Overseas Shareholder's country of residence based on civil liabilities under that country's securities laws. There can be no assurance that an Overseas Shareholder will be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the UK against the Directors or executive officers who are residents of the UK or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Directors or executive officers in any original action based solely on the foreign securities laws brought against the Company or the Directors in a court of competent jurisdiction in England or other countries.

Notice to all investors

Any person exercising their Open Offer Entitlement will be required to represent and warrant to the Company that, except where proof has been provided to the Company's satisfaction that such person's use of the Application Form or such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction and such person is not: (a) acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into the United States, any Excluded Territory or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Open Offer Shares; (b) resident or located (as applicable) within any of the Excluded Territories; (c) located in any jurisdiction in which it is unlawful to make or accept an offer to acquire the Open Offer Shares; (d) located within the United States (subject to certain exceptions); (e) subject to certain exceptions, applying for the account of a person who is located in the United States, unless (i) the instruction to apply was received from a person outside the United States and (ii) the person giving such instruction has confirmed that it has the authority to give such instruction and either (A) has investment discretion over such account or (B) is an investment manager or investment company that is applying for the Open Offer Shares pursuant to the Placing and Open Offer in an ''offshore transaction'' within the meaning of Regulation S or (f) resident or otherwise located in Canada and is not acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares in Canada.

Notwithstanding (a) to (f) above, the Company reserves the right to permit any Qualifying Shareholder to take up his rights on the terms and conditions and subject to the requirements set out in paragraph 6(d) of Part 14 ''Terms and Conditions of the Open Offer'' if the Company, in its sole and absolute discretion, is satisfied that the transaction in question will not result in the contravention of any applicable regulatory or legal requirements in any jurisdiction.

The Conditional Placed Shares and the Open Offer Shares to be issued pursuant to the Placing and Open Offer have not been and will not be registered under the relevant laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the Excluded Territories, except pursuant to an applicable exemption from registration contained in, and in compliance with, any applicable securities laws.

Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

The distribution of this Prospectus and/or the Application Form and/or the transfer of the Conditional Placed Shares and the Open Offer Shares into jurisdictions other than the UK may be restricted by law. Persons into whose possession these documents come are required to inform themselves about and observe any such restrictions including those set out in the preceding paragraphs. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, subject to certain exceptions, such documents should not be distributed, forwarded to or transmitted in or into the United States or the Excluded Territories or into any other jurisdiction where the extension or availability of the Placing and Open Offer would breach any applicable law.

All Overseas Shareholders and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this Prospectus or any Application Forms, if and when received, or other document to a jurisdiction outside the United Kingdom should read paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer''.

The Conditional Placed Shares and the Open Offer Shares are transferable, except in accordance with, and subject to the restrictions relating to, Overseas Shareholders set out in paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer''. Subject to certain exceptions, no action has been taken by the Company that would permit an offer of the Conditional Placed Shares and the Open Offer Shares or possession or distribution of this Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the UK.

No person has been authorised to give any information or make any representations other than that contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorised by the Company. Neither the delivery of this Prospectus nor any acquisition or sale made hereunder shall, under any circumstances, create any implication that there has

been no change in the affairs of the Company since the date of this Prospectus or that the information in this Prospectus is correct as at any time subsequent to its date.

In making an investment decision, each investor must rely on his or her own examination, analysis and enquiry of the Company and the terms of the Placing and Open Offer, including the merits and risks involved.

Each investor also acknowledges that: (i) it has not relied on the Underwriters or any person affiliated with the Underwriters in connection with any investigation of the accuracy of any information contained in this Prospectus or its investment decision; and (ii) it has relied only on the information contained in this Prospectus, and that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the Just Retirement Shares (other than as contained in this Prospectus) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company or the Underwriters.

The contents of the websites of the Just Retirement Group do not form part of this Prospectus.

Capitalised terms have the meanings ascribed to them in Part 18 ''Definitions'' or Part 19 ''Glossary''.

General Notice

Neither the Company nor the Underwriters, nor any of their respective representatives, is making any representation to any offeree, subscriber or purchaser of the New Just Retirement Shares regarding the legality of an investment in the New Just Retirement Shares by such offeree, subscriber or purchaser under the laws applicable to such offeree, subscriber or purchaser. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of subscription for or purchase of the New Just Retirement Shares.

Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or other professional advice. This Prospectus is for your information only and nothing in this Prospectus is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.

WHERE TO FIND HELP

If you have questions relating to the Open Offer, please telephone the Shareholder Helpline on the numbers set out below. This helpline is available from 8.30 a.m. to 5.30 p.m. on any London Business Day.

Shareholder Helpline

If you have any questions, you may telephone the Registrar on 0871 384 2487 or +44 121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that the Registrar cannot provide advice on the merits of the Proposed Merger, the Open Offer, the Placing nor give financial, tax, investment or legal advice.

PART 1

DETAILS OF THE PROPOSED MERGER AND THE PLACING AND OPEN OFFER

1. Introduction

On 11 August 2015, the Just Retirement Board and the Partnership Assurance Board announced that they had agreed the terms of a recommended all-share merger of the Company and Partnership Assurance to create JRP Group plc.

The Proposed Merger is to be effected by means of a court-sanctioned scheme of arrangement of Partnership Assurance under Part 26 of the Companies Act.

2. The Proposed Merger

Under the terms of the Proposed Merger, which will be subject to the CMA Pre-Condition and the Conditions set out in paragraph 11 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'' and to the full terms and conditions which will be set out in the Scheme Document, Partnership Assurance Shareholders will be entitled to receive:

for each Partnership Assurance Share held 0.834 Consideration Shares

The Proposed Merger is expected to result in Just Retirement Shareholders owning approximately 60 per cent. of the Combined Group and Partnership Assurance Shareholders owning approximately 40 per cent. of the Combined Group (disregarding the impact of the Capital Raise).

Based on the Closing Price of Just Retirement Shares of 199 pence on 10 August 2015 (being the last practicable date prior to the date of the Firm Offer Announcement), the Proposed Merger represents an indicative value of 166 pence per Partnership Assurance Share and values the entire issued and to be issued ordinary share capital of Partnership Assurance at approximately £668.5 million.

The Proposed Merger is subject to the satisfaction or waiver of the CMA Pre-Condition, the Conditions and the further terms summarised in paragraphs 11 and 19.2 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'', and to the full terms and conditions which will be set out in the Scheme Document, which include, inter alia (i) the Scheme becoming effective no later than the Long Stop Date; (ii) approval by the requisite majority of Just Retirement Shareholders at the Just Retirement General Meeting and (iii) regulatory clearances being received from the PRA, the FCA and (to the extent the CMA Pre-Condition is waived) the CMA.

In order to become Effective, the Scheme must be approved by a majority in number representing not less than 75 per cent. in value of Partnership Assurance Shareholders present and voting either in person or by proxy at the Court Meeting. The Partnership Assurance Board unanimously intends to recommend that Partnership Assurance Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Proposed Merger to be proposed at the Partnership Assurance General Meeting. The background to and reasons for their recommendation will be set out in full in the Scheme Document, which is expected to be despatched to Partnership Assurance Shareholders in October 2015, provided the CMA Pre-Condition has been satisfied by that time (and the Scheme Document will be despatched in any event by 1 February 2016, unless Just Retirement and Partnership Assurance together agree a later date).

The Proposed Merger constitutes a class 1 transaction for Just Retirement for the purposes of the Listing Rules and requires approval of the Just Retirement Shareholders. The Just Retirement Board considers the Proposed Merger to be in the best interests of Just Retirement and the Just Retirement Shareholders as a whole and unanimously intends to recommend that Just Retirement Shareholders vote in favour of the Just Retirement Resolutions to be proposed at the Just Retirement General Meeting. The background to and reasons for the Proposed Merger are set out in paragraph 4 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'' and will be set out in full in the Just Retirement Shareholder Circular, which will contain the notice of the Just Retirement General Meeting and which is expected to be posted to Just Retirement Shareholders at the same time as the Scheme Document is posted to Partnership Assurance Shareholders.

3. Capital Raise

Just Retirement and Partnership Assurance intend to raise equity capital amounting, in aggregate, to approximately £150 million, with Just Retirement raising approximately £97.1 million of this amount from

the net proceeds of the Placing and Open Offer. On 25 September 2015, Partnership Assurance announced an underwritten placing of Partnership Assurance Shares representing approximately 9.99 per cent. of its current issued ordinary share capital to raise net proceeds of approximately £52.9 million. This equity will allow the Combined Group to cover expected non-recurring integration and transaction costs, provide further comfort over the transition to Solvency II, and support future growth initiatives and product development.

In line with Just Retirement's previously stated strategy, the Combined Group will explore, on an on-going basis, a range of balance sheet options (including accessing the debt capital markets) with a view to providing further financial strength and supporting future growth against the backdrop of the changing solvency regime applicable to the sector. For more information on the risks associated with the implementation of Solvency II, see ''Risk Factors—The current solvency regime with which members of the Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, required to comply is undergoing significant change, the outcome of which remains uncertain''.

While the formal change in control applications will be made to the PRA and FCA in due course, pre-notification discussions have taken place with both the PRA and FCA with respect to the Proposed Merger and the capital position of the Combined Group.

For more information on the Placing and Open Offer, see paragraph 16 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''.

4. Background to and reasons for the Proposed Merger

The UK retirement income market has evolved significantly since the 2014 Budget. Until this date, as providers of annuities underwritten on the basis of medical and lifestyle factors, both Just Retirement and Partnership Assurance were able to achieve fast, profitable growth in the retirement income market by offering customers better value alternatives to the annuity products typically provided by the larger incumbent insurers.

The 2014 Budget, and the greater freedom for accessing pension savings that it entailed, represented the most fundamental reforms to the retirement income market since the 1920s. These reforms had an immediate impact on the sales of individual annuities, which fell by 42 per cent. from £11.9 billion in 2013 to £6.9 billion in 2014.

Just Retirement and Partnership Assurance responded promptly and effectively to the changes, reducing their respective cost bases and focusing on their DB de-risking propositions. Today, DB de-risking accounts for around half of the New Business Sales for both Just Retirement and Partnership Assurance (based on new business volumes for the 12 month period from 1 July 2014 to 30 June 2015).

The UK is one of the largest private DB markets in the world, with aggregate liabilities of approximately £1.7 trillion across more than 6,000 pension plans. Each year a number of these plans decide to de-risk through a bulk annuity purchase. Bulk annuity sales were unaffected by the 2014 Budget and represent a significant growth segment in the UK life sector, with total DB de-risking sales expected to reach £25 billion per annum by 2020.

In the retirement income market, key lead indicators now show early signs of a return to growth in Just Retirement's and Partnership Assurance's sales of annuities (e.g. the combined quote volume of the two companies for July 2015 showed a 40 per cent. increase compared to April 2015), with individuals appearing to recognise the value of a GIfL and the better value for money offered in many cases by GIfLs based on medical and/or lifestyle factors, which are more tailored to meet the individual needs of customers.

Given the recent changes in the retirement income market, notwithstanding early signs of an improvement in market outlook, the Just Retirement Board and the Partnership Assurance Board consider that through a combination of the two companies, the Combined Group will be better placed both to tackle the challenges that still remain and to take advantage of the opportunities that the current environment presents. Moreover, the Just Retirement Board and the Partnership Assurance Board believe that the combination creates the potential for substantial synergies resulting in significant value creation for both Just Retirement and Partnership Assurance Shareholders and better outcomes for both pension trustees and retail customers.

Greater scale and ''consumer champion''

The Proposed Merger is expected to result in a Combined Group with £1.8 billion of new business premiums (based on the 12 months to 30 June 2015) serving over 60 DB pension scheme customers and around 280,000 in-force customers. The Just Retirement Board believes that this increased scale will benefit the Combined Group in the DB de-risking segment and retirement income market, allowing it to compete with the larger incumbent players on equal terms.

The DB de-risking segment is very important for the Combined Group, accounting for around half of Just Retirement and Partnership Assurance's new business volumes on a pro forma basis over the 12 months to 30 June 2015. The Combined Group would have a pro forma share of 5.2 per cent. (by value) of all UK bulk annuity deals in 2014.

To date, Just Retirement and Partnership Assurance have been successful in targeting relatively small DB schemes with up to £200 million of assets and up to 300 members, or specific cohorts of lives in larger schemes on an individually underwritten basis. The median size of the schemes transacted to date for both Just Retirement and Partnership Assurance is approximately £17 million. Both companies have developed successful propositions in this area, and individual underwriting based on medical and/or lifestyle factors has become an established option for EBCs advising their pension scheme clients (including in particular mid-sized scheme clients) on de-risking. The Just Retirement Board sees a clear opportunity for the Combined Group in the provision of de-risking solutions for small to mid-sized DB pension schemes.

In the DB de-risking segment, scale and financial strength are necessary to be considered a credible counterparty for prospective pension fund clients. The Just Retirement Board and the Partnership Assurance Board expect the Proposed Merger to give the Combined Group the critical mass to compete more credibly for ''top slicing'' or selective annuitisation of more sizeable DB pension schemes and drive the growth of the business going forward.

In the retirement income market, there is enduring demand for individual retirement income products, with market studies indicating that around 70 per cent. of customers surveyed continue to prefer their pension to deliver a GIfL over any other option. Just Retirement and Partnership Assurance have achieved significant success in the retirement income market in recent years by providing better rates and more tailored solutions to customers with a reduced life expectancy than the larger incumbent providers. The Just Retirement Board believes that combining the two businesses will create a stronger retirement income specialist even better able to serve the changing demands of individual retail customers. The enhanced scale and capital position of the Combined Group is also expected to provide further security for retail customers.

In addition, the Just Retirement Board believes that the Combined Group will be better placed to invest in new technology, capabilities and geographic expansion, the latter building on existing initiatives in South Africa and the U.S. In a fast evolving retirement income market characterised by increased choice and freedom for customers, the ability of firms to innovate and augment their product proposition will be an essential requirement for success. By pooling their expertise, the combined specialist management teams of the two businesses expect to be able to accelerate product development.

Overall, it is expected that the Combined Group will be a ''consumer champion'' for both the DB de-risking segment and the retirement income market, offering better outcomes for pension trustees and retail customers.

Outstanding intellectual property

Extensive experience in individual underwriting based on medical and lifestyle factors, built up through hundreds of thousands of person-years of actuarial experience, is at the heart of the business models of Just Retirement and Partnership Assurance. Individual underwriting on the basis of medical and/or lifestyle data is increasingly important, both for the DB de-risking segment and individual customers. It is expected that the significance of such individual underwriting will accelerate, both for healthy and impaired lives, as the open market option becomes increasingly accessible to customers.

The Proposed Merger will result in a combined group with extensive mortality datasets and underwriting expertise. The Just Retirement Board believes that the Combined Group will be able to utilise key features of each business, including Just Retirement's next generation PrognoSysTM underwriting system and Partnership Assurance's many years of fully developed mortality curves. The Combined Group will have

around 280,000 in-force customers and an experienced medical team to support underwriting of complex cases.

This outstanding intellectual property will provide a number of clear commercial benefits. Enhanced datasets will allow improved risk selection, reserving accuracy and greater capital efficiency through individual underwriting based on medical and lifestyle factors. In addition, the Just Retirement Board believes that it will provide the ability to negotiate better reinsurance terms, with reinsurers taking comfort from the size and accuracy of the Combined Group's intellectual property. The Combined Group is also expected to have an improved ability to innovate and accelerate new product launches.

The Just Retirement Board therefore believes that this will allow the business to sustain its position in the rapidly developing retirement income market, delivering better outcomes for customers and enhanced returns for shareholders.

More efficient distribution model

The Proposed Merger will allow Just Retirement and Partnership Assurance to combine their multichannel distribution networks within the UK, bringing together their long standing relationships with financial intermediaries and increasing penetration of emerging channels in order to anticipate the longer term changes in industry distribution.

Both Just Retirement and Partnership Assurance have historically operated primarily through the intermediary channel, reflecting a greater focus on individual business. However, with around 50 per cent. of new business volumes of the two companies now relating to DB pension schemes, the EBC channel is becoming increasingly important.

The Just Retirement Board believes that the Proposed Merger will improve the Combined Group's visibility and access to pension schemes through the EBC channel. Pension scheme trustees rely on the advice of these consultants to secure appropriate and best value bulk annuity de-risking solutions for scheme members. The greater scale and financial resources of the Combined Group are expected to raise its profile with consultants and help in winning new de-risking mandates.

The two companies' intermediary relationships are also complementary and encompass national, regional and specialist independent financial advisers.

In addition to deepening core distribution channel relationships, the Proposed Merger will also be additive to distribution through corporate partners. Both Just Retirement and Partnership Assurance have relationships with a number of blue chip institutions, which the Just Retirement Board believes will be complementary.

Furthermore, the Just Retirement Board believes that the enhanced scale and resources of the Combined Group will aid the realisation of Just Retirement's and Partnership Assurance's international growth ambitions, expanding the Combined Group's proposition to new geographies. The success of the Combined Group's distribution channels, and in particular its emerging channels, will be aided by the development of a stronger combined brand with enhanced market recognition.

Significant synergy potential

The combination of the two businesses is expected to create the potential for significant synergies supporting meaningful EPS accretion for Just Retirement Shareholders and Partnership Assurance Shareholders on a fully phased basis.4 The Directors also expect these synergies to have a positive impact on embedded value, new business margin, Economic Capital and Solvency II capital ratios over time.

The Just Retirement Board expects the Proposed Merger to result in pre-tax cost savings of at least £40 million per annum. These synergies are expected to be implemented following completion of the Proposed Merger with the full run-rate being achieved in 2018 (the third year following completion), and are expected to require one-off integration costs of approximately £60 million over two years.

The cost savings represent approximately one third of the combined addressable cost base and are expected to be derived from the following key areas:

• approximately one third from the streamlining of sales and pricing functions through the removal of duplicate quotes, sales and pricing activity for annuities and DB de-risking;

⁴ Following the Capital Raise and excluding any non-recurring items.

• approximately one third from the removal of duplicated corporate functions within the Combined Group;
• approximately one quarter from the removal of overlapping IT systems and associated costs as well as from the streamlining of customer services and operations functions; and
• the balance from the reduction in office space utilised by the Combined Group.

The identified synergies will accrue as a direct result of the Proposed Merger and would not be achieved on a standalone basis (together with the foregoing two paragraphs, the ''Quantified Financial Benefits Statement'').

In addition to the targeted cost savings, the Directors believe there is the potential for additional financial benefits to be achieved over time.

These synergy estimates consider only costs and exclude any potential benefits from increasing operational gearing, improved commercial terms with business partners or access to financial markets.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out in Part 17 ''Bases of Belief and Assumptions in relation to the Quantified Financial Benefits Statement''.

These statements of identified synergies and estimated costs savings relate to future actions and circumstances which by their nature involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated cost savings referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement is the responsibility of Just Retirement and the Just Retirement Directors.

The Quantified Financial Benefits Statement is not intended as a profit forecast and should not be interpreted as such. The Directors have confirmed that there have been no material changes to the Quantified Financial Benefits Statement since the date of the Firm Offer Announcement and the Quantified Financial Benefits Statement remains valid. KPMG LLP and the Company's financial advisers, Barclays and Fenchurch, have also confirmed to Just Retirement that the reports they produced in connection with the Quantified Financial Benefits Statement which were set out in Appendix V of the Firm Offer Announcement continue to apply.

The Just Retirement Board is confident in the ability of the respective management teams of Just Retirement and Partnership Assurance to maximise the value from the Proposed Merger. A separate integration team will be established comprising of executives from the Just Retirement Group and the Partnership Assurance Group to oversee integration matters. This team will aid the realisation of the synergies outlined above and ensure that other executives and senior managers are not distracted from the development and growth agenda.

High quality cash generation

The Just Retirement Board believes that the Combined Group will see high quality, stable cash generation from Just Retirement and Partnership Assurance's books of business. On a pro forma basis, the Combined Group's cash generation is balanced, with operating profits split broadly 50:50 between new business and in-force.

The relatively shorter duration of Partnership Assurance's in-force portfolio also provides a balance to Just Retirement's relatively longer duration book, reflecting the varying severity of the medical conditions on which the lives within the two portfolios have been underwritten.

In addition, Partnership Assurance's 20 years of mortality experience comprises a number of years where underwriting years are fully developed, enhancing the robustness and maturity of the cash generation from the in-force books. The Just Retirement Board believes that the cash generation ability of the Combined Group will be further enhanced by the targeted cost synergies, which will improve efficiency and increase the Combined Group's capacity for cash generation and, over time, support the Combined Group's dividend capacity.

5. Irrevocable undertakings, Directors' intentions and Avallux and the Cinven Funds participation in the Capital Raise

The Partnership Assurance Directors who beneficially hold Partnership Assurance Shares, being Chris Gibson-Smith, David Richardson, Douglas Ferrans, Ian Owen, Steve Groves, Ian Cormack and Richard Ward, have irrevocably undertaken to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the resolutions relating to the Proposed Merger to be proposed at the Partnership Assurance General Meeting in respect of their (and their connected persons') Partnership Assurance Shares which amount in aggregate to 16,860,524 Partnership Assurance Shares, representing approximately 4.2 per cent. of the issued ordinary share capital of Partnership Assurance on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

The Cinven Funds have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Proposed Merger to be proposed at the Partnership Assurance General Meeting in respect of their entire beneficial holding of 207,593,567 Partnership Assurance Shares, representing approximately 51.9 per cent. of the issued ordinary share capital of Partnership Assurance on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

As such, Just Retirement and Partnership Assurance have received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Partnership Assurance General Meeting in respect of 224,454,091 Partnership Assurance Shares in aggregate, representing approximately 56.1 per cent. of the issued ordinary share capital of Partnership Assurance on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

The Directors who beneficially hold Just Retirement Shares, being Tom Cross Brown, Rodney Cook, Simon Thomas, Shayne Deighton, Michael Deakin, Kate Avery and Keith Nicholson, have irrevocably undertaken to vote (or procure the voting) in favour of the Just Retirement Resolutions to be proposed at the Just Retirement General Meeting in respect of their own aggregate beneficial holdings of 5,645,543 Just Retirement Shares, representing approximately 1.1 per cent. of the issued ordinary share capital of Just Retirement on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

Avallux (a company wholly owned by Permira IV Fund) has irrevocably undertaken to vote in favour of the Just Retirement Resolutions to be proposed at the Just Retirement General Meeting in respect of its entire beneficial holding of 261,788,257 Just Retirement Shares, representing approximately 52.3 per cent. of the issued ordinary share capital of Just Retirement on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

As such, Just Retirement and Partnership Assurance have received irrevocable undertakings to vote in favour of the Just Retirement Resolutions to be proposed at the Just Retirement General Meeting in respect of 267,433,800 Just Retirement Shares in aggregate, representing approximately 53.4 per cent. of the issued ordinary share capital of Just Retirement on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

Copies of the irrevocable undertakings given by Avallux, Cinven Funds, the Directors and the Proposed Directors have been available on the Company's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.co.uk since the date of the Firm Offer Announcement and will be available until the Scheme becomes Effective.

All Directors are supportive of the fundraising and all Directors who currently hold Just Retirement Shares intend to participate either fully, or partially, in the Open Offer. In addition, the Executive Directors will receive Just Retirement Shares purchased on their behalf under the terms of the Company's Deferred Share Bonus Plan (''DSBP'') with respect to the Company's Short Term Incentive Plan (the ''STIP'') awards which accrued during the financial year ended 30 June 2015 (the ''2015 Bonus Scheme''), which will further increase their investment in Just Retirement and the Combined Group. The aggregate cash amount to be invested pursuant to the 2015 Bonus Scheme on behalf of the Executive Directors will be approximately £1.1 million.

The aggregate cash amount to be invested by, or on behalf of, Rodney Cook (the Chief Executive Officer of Just Retirement) in Just Retirement Shares through his participation in the Open Offer and the 2015 Bonus Scheme will be not less than £350,000.

Avallux has been allocated 12,578,616 New Just Retirement Shares in the Placing for a total consideration of £20 million (subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer), and the Cinven Funds have been allocated 11,206,585 new Partnership Assurance Shares in the Partnership Assurance Placing for a total consideration of £15.1 million. Avallux is a related party of the Company for the purposes of the Listing Rules by virtue of holding in excess of 10 per cent. of the Company's issued share capital. The entry into a placing letter by Avallux in respect of its placing commitment constitutes a smaller related party transaction for the purposes of 11.1.10R of the Listing Rules (and therefore the Company is not required to comply with the requirements of 11.1.7R of the Listing Rules).

6. Information on Just Retirement and Partnership Assurance

(a) Just Retirement

Established in 2004, Just Retirement is a specialist UK financial services group focusing on the retirement income market in the UK. For DB pension scheme clients, Just Retirement provides de-risking solutions through bulk purchase GIfLs based on medical and/or lifestyle factors. Originally launched in 2012 with a ''deep underwritten approach'' focused on smaller pension schemes, these de-risking solutions now account for around half of Just Retirement's new business volumes.

In retail retirement income in the UK, Just Retirement is a leading player in the provision of GIfLs, and LTMs (which allow individuals to convert the equity in their residential property assets into cash). Just Retirement focuses on providing better value for money and more tailored alternatives to customers who, due to one or more pre-existing medical conditions or lifestyle factors, are likely to have a reduced life expectancy.

Just Retirement secures new mandates in the DB de-risking segment primarily through its strong relationships with EBCs. Just Retirement's guaranteed income products for the UK retirement income market are distributed through a number of different channels, including national and regional financial advisory businesses and a number of corporate partners.

Just Retirement is the holding company of the Just Retirement Group. On 15 November 2013, Just Retirement's ordinary share capital was admitted to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange. As at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), Just Retirement had a market capitalisation of £881 million.

For the year ended 30 June 2015, New Business Sales and operating profit were £1,455.8 million and £67.6 million, respectively. As of 30 June 2015, the business had embedded value of £1,019.3 million and total assets of £11,248.6 million.

(b) Partnership Assurance

Established in 2005 following the acquisition of the business of the Pension Annuity Friendly Society, Partnership Assurance is a UK life insurer focused on retirement income products, offering better rates to customers who suffer from shortened life expectancy by utilising an intellectual property-led, capitalefficient business model.

In retail retirement income in the UK, Partnership Assurance's annuity products are purchased by customers either to provide a guaranteed income or to meet the costs of long-term care. Partnership Assurance also sells limited volumes of individually underwritten protection products to customers with shortened life expectancy. In addition, Partnership Assurance originates and purchases equity release mortgages with shorter expected duration for homeowners with medical conditions or for older homeowners, primarily to diversify its investment portfolio and enhance its risk-adjusted yields.

In DB de-risking solutions, Partnership Assurance is able to use its expertise and proprietary intellectual property in individual underwriting to price the longevity risk of pensioners within DB pension schemes more accurately, often resulting in more attractive prices for trustees.

Partnership Assurance's retirement income products are typically sold to customers by intermediaries. Partnership Assurance's DB de-risking solutions are typically sold to scheme trustees via EBCs. Partnership Assurance has implemented a multi-channel distribution strategy and has strong relationships with its key partners which have supported its growth in recent years.

In June 2013 Partnership Assurance was admitted to listing on the premium listing segment of the Official List and to trading on the London Stock Exchange. As at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), Partnership Assurance had a market capitalisation of £541 million.

For the six months ended 30 June 2015 Partnership Assurance reported New Business Sales of £231 million and operating profit of £18 million. As at 30 June 2015 embedded value was £590 million and total assets under management was £8,416 million.

7. Current trading and prospects

(a) Just Retirement

Since 30 June 2015, the Just Retirement Group has traded in line with the Just Retirement Board's expectations as a whole.

The Just Retirement Group's results of operations for the period since 30 June 2015, reflect the continued growth of DB de-risking sales compared with the corresponding period in 2014. GIfL sales continue to be impacted by the changes affecting the annuity segment announced in the 2014 Budget and as expected show a decline from the corresponding period.

The Just Retirement Group expects further future significant growth in DB de-risking solutions sales, and expects some stabilisation of the GIfL segment, although there remains uncertainty as to how the GIfL segment will develop and how consumers will choose to use their retirement funds to provide for their old age.

The Just Retirement Group has responded to the changes in the retirement market through the launch in April 2015 of the Just Retirement Flexible Pension Plan, which has been designed to provide consumers with access to their pension savings to withdraw a tax-free lump sum, take an income directly from their pension fund and buy a pension annuity at a later date, and/or withdraw lump sums throughout their retirement.

The LTM segment continues to grow and to benefit from increasing consumer demand; the Just Retirement Group uses these assets to back its insurance liabilities and has continued to write these assets in a similar proportion to its overall DB and GIfL sales during the financial year ended 30 June 2015, compared to the financial year ended 30 June 2014.

(b) Partnership Assurance

As set out in the unaudited interim results for Partnership Assurance for the six months ended 30 June 2015, Partnership Assurance generated total new business premiums of £231 million, including:

• £68 million of DB de-risking sales, including £42 million from the largest DB whole of scheme transaction to date;
• £128 million of annuities and £33 million of care annuities. Second quarter sales post implementation of the Pension Reforms changes increased by a third compared to the first quarter of 2015, as advisers and customers started to return to these products; and
• £2 million of protection sales.

During the six months to 30 June 2015, Partnership Assurance generated total operating profits of £18 million comprising:

• a loss of £2 million on new business. Pricing discipline has been maintained in the period to ensure new business covers its capital requirement. However, since over 90 per cent. of operating expenses are allocated to new business, profits and margin continue to be impacted by current operational gearing and will remain compressed in the short term until sales volumes recover; and
• £13 million of In-Force Operating Profit, reflecting positive mortality experience, particularly on in-force care business, and £7 million comprising a return on surplus assets, representing a yield of 3.0 per cent.

Quote levels for individual annuities continue to gradually increase but customer behaviour and trends have not yet stabilised. DB industry-wide had a slow start to 2015 but industry feedback points to trustee and EBC activity growing into the second half of 2015. DB completions remain lumpy but the current pipeline provides confidence in the ability to achieve Partnership Assurance's existing target of at least £200 million in the financial year ending on 31 December 2015.

Partnership Assurance's estimated Economic Capital surplus at 30 June 2015 was £223 million, representing coverage of 156 per cent.

8. Management, employees and locations

Just Retirement and Partnership Assurance attach great importance to the skills and experience of the existing management and employees of the respective groups.

Details of the proposed JRP Group Board are set out in paragraph 10 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''.

The Just Retirement Board and the Partnership Assurance Board each recognise that in order to achieve the expected benefits of the Proposed Merger, operational and administrative restructuring will be required following completion of the Proposed Merger.

The Just Retirement Board and the Partnership Assurance Board acknowledge that an opportunity exists to rationalise premises and the final locations of specific teams, together with the location of head office of the Combined Group, which will be assessed following completion of the Proposed Merger by an integration team consisting of executives from the Just Retirement Group and the Partnership Assurance Group.

The initial synergy work carried out to date has highlighted the potential to generate savings for the Combined Group in areas where there may be duplication and the Just Retirement Board and the Partnership Assurance Board anticipate that this will involve headcount reduction. Integration planning has begun, but more detailed analysis will need to be undertaken. Finalisation of the integration plan will be subject to engagement with appropriate stakeholders, including employee representative bodies.

Just Retirement confirms that, following implementation of the Proposed Merger, the existing contractual and statutory employment rights, including in relation to pensions, of all Just Retirement and Partnership Assurance employees will be fully observed. Further information in respect of employees and pensions will be set out in the Scheme Document to be published by Partnership Assurance in due course.

9. Change of name

It is intended that a resolution to change the name of the Company to JRP Group plc, to take effect on completion of the Proposed Merger, will be put to Just Retirement Shareholders at the Just Retirement General Meeting.

The JRP Group Board will undertake a review of the branding strategy once the Proposed Merger has been completed. Prior to completion of such review, the existing brands of Just Retirement and Partnership Assurance will be retained across specific product lines.

10. JRP Group Board

It is anticipated that the JRP Group Board will be made up of 13 directors, comprising existing directors from both the Just Retirement Board and Partnership Assurance Board, with suitable individuals selected to create a balanced JRP Group Board with appropriate skills and relevant experience:

Executive directors:

Rodney Cook, Group Chief Executive Officer David Richardson, Deputy Group Chief Executive Officer Simon Thomas, Group Finance Director

Non-executive directors:

Chris Gibson-Smith, Chairman Tom Cross Brown, Deputy Chairman Keith Nicholson, Senior Independent Director Paul Bishop Peter Catterall (Cinven Funds nominated director) Ian Cormack Michael Deakin James Fraser (Avallux nominated director) Steve Melcher Clare Spottiswoode

It is envisaged that the JRP Group Board will establish five committees to assist the JRP Group Board with its governance mandate, comprising Nominations, Risk and Compliance, Audit, Remuneration and Market Disclosure Committees. Steve Groves, the current Chief Executive Officer of Partnership Assurance, will step down as Chief Executive Officer at the time of completion of the Proposed Merger.

Pursuant to the Avallux Relationship Agreement, Avallux is entitled to appoint one non-executive director to the Just Retirement Board as long as Avallux (together with its associates) holds 15 per cent. or more of the voting rights of the Company. Following completion of the Proposed Merger (based on the Assumptions), Avallux will hold approximately 29.3 per cent. of the Just Retirement Shares and will continue be entitled to appoint one non-executive director (being James Fraser) to the JRP Group Board.

On 14 November 2014, Partnership Assurance and the Cinven Entities entered into a relationship agreement whereby the Cinven Entities have the right, among other things, to appoint certain non-executive directors to the Partnership Assurance Board dependent upon the percentage of voting rights held by them. Peter Catterall is currently the Cinven Entities' appointee to the Partnership Assurance Board. This relationship agreement will terminate upon the completion of the Proposed Merger and consequently, Just Retirement has entered into the Cinven Relationship Agreement pursuant to which (among other things), conditional upon the Proposed Merger becoming Effective, the Cinven Entities will be entitled to appoint one non-executive director to the JRP Group Board as long as the Cinven Entities (together with their associates) hold 15 per cent. or more of the voting rights of Just Retirement. Following completion of the Proposed Merger (based on the Assumptions), the Cinven Entities will hold approximately 19.5 per cent. of the Just Retirement Shares and will therefore be entitled to appoint one non-executive director (being Peter Catterall) to the JRP Group Board.

11. CMA Pre-Condition and Conditions

The Proposed Merger is subject to the satisfaction or waiver of the CMA Pre-Condition. In relation to the CMA Pre-Condition, Just Retirement has agreed that, if there is a Phase 2 CMA Reference, then the CMA Pre-Condition will be waived by Just Retirement if the CMA Pre-Condition has not been satisfied by 6.00 p.m. on 31 January 2016 (unless Just Retirement and Partnership Assurance agree to waive the CMA Pre-Condition prior to that date). In such case, the Proposed Merger will remain subject to the satisfaction or waiver of the other Conditions, including clearance being received from the CMA.

In addition to the CMA Pre-Condition, the Proposed Merger will be subject to the Conditions and to the full terms and conditions which will be set out in the Scheme Document, including, among other things:

• (i) approval by a majority in number representing not less than 75 per cent. in value of Partnership Assurance Shareholders who are on the register of members of Partnership Assurance at the Voting Record Time, present and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof);
• (ii) the passing of all resolutions required to approve and implement the Scheme and to approve certain related matters by the requisite majority of Partnership Assurance Shareholders at the Partnership Assurance General Meeting (or any adjournment thereof);
• (iii) the Scheme becoming effective no later than the Long Stop Date;
• (iv) the passing of all resolutions as are necessary to approve, implement and effect the Proposed Merger and acquisition of the Partnership Assurance Shares by the requisite majority of Just Retirement Shareholders at the Just Retirement General Meeting (or any adjournment thereof); and
• (v) regulatory clearances being received from the PRA, the FCA and (to the extent that the CMA Pre-Condition has been waived) the CMA.

If the Conditions have not been satisfied or waived by the Long Stop Date, or such later date (if any) as Just Retirement and Partnership Assurance may agree and (if required) the Panel and the Court may allow, the Proposed Merger will not proceed.

12. Just Retirement Shareholder approval

The Proposed Merger constitutes a class 1 transaction for Just Retirement for the purposes of the Listing Rules. Accordingly Just Retirement will be required to seek the approval of Just Retirement Shareholders for the Proposed Merger at the Just Retirement General Meeting. Just Retirement will also be seeking Just Retirement Shareholder approval for the issuance of Consideration Shares at the Just Retirement General Meeting. The Placing and Open Offer is not subject to the approval of Just Retirement Shareholders.

The Just Retirement Board considers the Proposed Merger to be in the best interests of Just Retirement and the Just Retirement Shareholders as a whole and unanimously intends to recommend that Just Retirement Shareholders vote in favour of the Just Retirement Resolutions to be proposed at the Just Retirement General Meeting. Just Retirement and Partnership Assurance have received irrevocable undertakings from the Directors and Avallux to vote in favour of the Just Retirement Resolutions in respect of their entire beneficial holding of 267,433,800 Just Retirement Shares, representing approximately 53.4 per cent. of the issued ordinary share capital of Just Retirement on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

The Just Retirement Board has received financial advice from Barclays and Fenchurch in relation to the Proposed Merger. In providing their advice to the Directors, Barclays and Fenchurch have relied upon the Directors' commercial assessments of the Proposed Merger.

Just Retirement will prepare and send to Just Retirement Shareholders the Just Retirement Shareholder Circular summarising the background to and reasons for the Proposed Merger which will include a notice convening the Just Retirement General Meeting. The Proposed Merger is conditional on, inter alia, the resolutions to approve the Proposed Merger and to grant authority to the Directors to allot the Consideration Shares being passed by the requisite majority of Just Retirement Shareholders at the Just Retirement General Meeting (but not, for the avoidance of doubt, any other resolutions to be proposed at the Just Retirement General Meeting which shall not be conditions to the Proposed Merger).

The Just Retirement Shareholder Circular will be posted to Just Retirement Shareholders at the same time as the Scheme Document is posted to Partnership Assurance Shareholders and that the Just Retirement General Meeting will be held on or around the same date as the Partnership Assurance Meetings.

13. Employee incentivisation

Both Just Retirement and Partnership Assurance recognise the importance of retaining the necessary skills and experience within Just Retirement and Partnership Assurance in the period to completion of the Proposed Merger and beyond. Just Retirement and Partnership Assurance have therefore agreed that appropriate retention arrangements may be put in place for certain employees of the Combined Group (conditional upon completion of the Proposed Merger).

Under these arrangements, which would apply to all plan participants, it is intended that 40 per cent. of the Partnership Assurance Long Term Incentive Plan (''Partnership Assurance LTIP'') awards granted in 2014 will become exercisable on the date of the Scheme Court Hearing to the extent that they vest in accordance with the plan rules, with the remaining 60 per cent. being exchanged for equivalent awards over Just Retirement Shares, vesting on the earlier of 31 December 2016 and the date on which a participant becomes a good leaver. In relation to the awards under the Partnership Assurance LTIP, which were granted in 2015, the award will be exchanged for an equivalent award over Just Retirement Shares. 20 per cent. of that award will vest on the earlier of 31 December 2016 and on the date on which the participant becomes a good leaver, and the remaining 80 per cent. of the award will vest on the third anniversary of grant of the 2015 award, subject to a performance condition appropriate for the Combined Group. Full details of these arrangements will be set out in the Scheme Document to be published by Partnership Assurance in due course.

14. Partnership Assurance Employee Share Plans

Just Retirement will make appropriate proposals to participants in the Partnership Assurance Employee Share Plans in due course. Participants in the Partnership Assurance Employee Share Plans will be contacted separately regarding the effect of the Proposed Merger on their rights under the Partnership Assurance Employee Share Plans and with the details of Just Retirement's appropriate proposals in accordance with the Co-operation Agreement (as summarised in more detail in paragraph 19.6(c) of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'').

The Proposed Merger will extend to any Partnership Assurance Shares which are unconditionally allotted, issued or transferred, on or prior to the Scheme Record Time to satisfy the exercise of existing options (or awards) under the Partnership Assurance Employee Share Plans prior to the Scheme Record Time. Any Partnership Assurance Shares allotted, issued or transferred after the Scheme Record Time under the Partnership Assurance Employee Share Plans will, subject to the Scheme becoming Effective, be

immediately transferred to Just Retirement (or its nominee) in exchange for the same consideration as Partnership Assurance Shareholders will be entitled to receive under the terms of the Proposed Merger. The terms of this exchange are to be set out in the proposed amendments to Partnership Assurance's articles of association which will be considered at the Partnership Assurance General Meeting.

The participants in Partnership Assurance's Share Incentive Plan will be treated in the same way as the other Partnership Assurance Shareholders.

15. Dividends and dividend policy

The Just Retirement Board and the Partnership Assurance Board have agreed that Just Retirement Shareholders will be entitled to receive the final dividend of 2.2 pence per Just Retirement Share proposed by Just Retirement Directors for the year ended 30 June 2015, and Partnership Assurance Shareholders will be entitled to receive the interim dividend of 0.5 pence per Partnership Assurance Share for the six months ended 30 June 2015. If the Proposed Merger has not completed prior to 31 March 2016, the Just Retirement Shareholders shall also be entitled to receive any interim dividend of Just Retirement for the six months ending 31 December 2015 and Partnership Assurance Shareholders will be entitled to receive any final dividend declared by Partnership Assurance for the year ending 31 December 2015, in each case in the ordinary course and consistent with the respective company's past practice over the last 12 months (including as to amount, record date and payment date) and, where applicable, its published dividend policy and to the extent that the record date for such dividend falls prior to the Effective Date. The Just Retirement Board expects that, in the first year following completion of the Proposed Merger, JRP Group plc will pay dividends in line with Just Retirement's existing dividend policy. Under the Just Retirement Group's existing dividend policy, dividend payments will be made on an approximate one-third:two-thirds split for interim and final dividends, respectively.

16. The Placing and Open Offer

Overview

Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) or approximately £97.1 million (net of expenses and commissions) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares at £1.59 per Just Retirement Share. Pursuant to the Placing, a total of 55,488,343 Conditional Placed Shares have been conditionally placed at the Offer Price with institutional and other investors by the Underwriters subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Qualifying Shareholders are being offered the right to subscribe for 63,525,672 Open Offer Shares in accordance with the terms of the Open Offer.

The Offer Price was set having regard to the prevailing market conditions and the size of the Placing and Open Offer. The Offer Price represents a discount of approximately 9.9 per cent. to the middle market price of £1.765 per Just Retirement Share at 12.53 p.m. on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

The Placing and Open Offer is expected to result in 63,525,672 Conditional Placed Shares and Open Offer Shares being issued (representing 12.7 per cent. of Just Retirement's share capital on the date hereof and, following the issue of the New Just Retirement Shares pursuant to the Placing and Open Offer and the Proposed Merger, approximately 6.8 per cent. of Just Retirement's enlarged share capital (the ''Enlarged Share Capital'')).

The Placing and Open Offer is being fully underwritten by the Underwriters on the terms and subject to the conditions of the Placing Agreement, the principal terms of which are summarised in paragraph 11.9 of Part 16 ''Additional Information''.

Some questions and answers in relation to the Open Offer, together with details of further terms and conditions of the Open Offer, including the procedure for applications and payment and the procedure in respect of entitlements not taken up, are set out in Part 2 ''Questions and Answers about the Placing and Open Offer'' and Part 14 ''Terms and Conditions of the Open Offer'' and, where relevant, the Application Form.

Principal terms of the Placing and Open Offer

The Directors recognise the importance of pre-emption rights to Shareholders and consequently all of the 63,525,672 Conditional Placed Shares and Open Offer Shares to be issued pursuant to the Placing and Open Offer are being offered to existing Qualifying Shareholders by way of the Open Offer. The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising by subscribing for their respective Open Offer Entitlements.

Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares at the Offer Price (representing 12.7 per cent. of Just Retirement's share capital on the date hereof and, following the issue of the New Just Retirement Shares pursuant to the Placing and Open Offer and the Proposed Merger, approximately 6.8 per cent. of the Enlarged Share Capital). Pursuant to the Placing, a total of 55,488,343 Conditional Placed Shares have been conditionally placed at the Offer Price with institutional and other investors by the Underwriters subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. The Conditional Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

Subject to the fulfilment of the conditions set out below and in Part 14 ''Terms and Conditions of the Open Offer'', Qualifying Shareholders are being given the opportunity to subscribe for Open Offer Shares pro rata to their existing shareholdings at the Offer Price on the basis of:

0.126832 Open Offer Shares for every 1 Existing Just Retirement Share held by Qualifying Shareholders and registered in their name at the close of business on the Record Date.

Fractions of Just Retirement Shares will not be allotted and each Qualifying Shareholder's Open Offer Entitlement will be rounded down to the nearest whole number. Fractional entitlements will be aggregated and will be placed pursuant to the Placing for the benefit of the Company. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer is 63,525,672.

If you sell or have sold or otherwise transferred all of your Existing Just Retirement Shares prior to the date the shares are traded ''ex'' the entitlement to the Open Offer, for qualifying non-CREST Shareholders only, you should send the Application Form at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. If you have sold or transferred any part of your registered holding of Existing Just Retirement Shares in the Company, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately and refer to the instructions regarding split applications set out in the Application Form, if relevant. However, no Application Form should be forwarded to or transmitted in or into the Excluded Territories where doing so may constitute a violation of local securities laws. Please refer to paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer'' if you propose to send the Application Form outside the United Kingdom.

Qualifying Shareholders may apply for any whole number of the Open Offer Shares up to their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST. Qualifying Shareholders with holdings of Existing Just Retirement Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Open Offer Entitlements.

No application in excess of a Qualifying Shareholder's Open Offer Entitlement will be met, and any Qualifying Shareholder so applying will be deemed to have applied for his Open Offer Entitlement only.

Application will be made for the Conditional Placed Shares and the Open Offer Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission of the Conditional Placed Shares and the Open Offer Shares will become effective on 16 October 2015 on the London Stock Exchange's main market for listed securities.

Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST at 8.00 a.m. on 29 September 2015. The Open Offer Entitlements will also be enabled for settlement in CREST at 8.00 a.m. on 29 September 2015. Applications through the means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.

The Open Offer Shares are not being made available in whole or in part to the public except under the terms of the Open Offer. The Open Offer is not being made to Just Retirement Shareholders in Excluded Territories. Accordingly, Application Forms are not (subject to certain exceptions) being sent to and Open Offer Entitlements are not being credited to Overseas Shareholders.

Just Retirement Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but will be placed with Conditional Placees pursuant to the Placing Agreement, and the net proceeds will be retained, for the benefit of the Company.

Further information on the Placing and Open Offer and the terms and conditions on which they are made, including the procedure for application and payment, are set out in Part 14 ''Terms and Conditions of the Open Offer'' and, where relevant, in the Application Form. For Qualifying non-CREST Shareholders, completed Application Forms, accompanied by full payment in accordance with the instructions in paragraph 4(a)(iv) of Part 14 ''Terms and Conditions of the Open Offer'', should be returned in the reply-paid envelope, or by post or by hand (during normal business hours only) to the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom so as to arrive as soon as possible and in any event so as to be received no later than 11.00 a.m. on 13 October 2015. For Qualifying CREST Shareholders, the relevant CREST instructions must have settled as explained in this Prospectus by no later than 11.00 a.m. on 13 October 2015.

The Placing and Open Offer are conditional, inter alia, upon:

• (a) Admission of the Conditional Placed Shares and Open Offer Shares becoming effective by not later than 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree in writing, being not later than 8.00 a.m. on 30 October 2015); and
• (b) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and application monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant's risk) in the case of Qualifying Non-CREST Shareholders and by way of a CREST payment in the case of Qualifying CREST Shareholders, without interest, as soon as practicable thereafter.

The Conditional Placed Shares and Open Offer Shares will, following their Admission, rank pari passu in all respects with the Existing Just Retirement Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Just Retirement Shares after their Admission.

Effect of the Placing and Open Offer

Upon Admission of the Conditional Placed Shares and Open Offer Shares, and assuming no further exercise of options under the Just Retirement Employee Share Plans, the Enlarged Share Capital is expected to be 564,390,378 Just Retirement Shares. On this basis, the Conditional Placed Shares and Open Offer Shares will represent approximately 11.3 per cent. of the Enlarged Share Capital. Following completion of the Proposed Merger, the Enlarged Share Capital is expected to be 935,894,925 Just Retirement Shares following the issue of the New Just Retirement Shares pursuant to the Placing and Open Offer and the Proposed Merger. On this basis, the Conditional Placed Shares and Open Offer Shares will represent approximately 6.8 per cent. of the Enlarged Share Capital.

Qualifying Shareholders who do not take up any of their Open Offer Entitlements or are not eligible to participate in the Open Offer will suffer a dilution of approximately 11.3 per cent. to their interests in the Company.

17. Use of proceeds

Just Retirement and Partnership Assurance intend to raise equity capital amounting, in aggregate, to approximately £150 million, with Just Retirement raising approximately £97.1 million of this amount from the net proceeds of the Placing and Open Offer. On 25 September 2015, Partnership Assurance announced an underwritten placing of Partnership Assurance Shares to raise net proceeds of approximately £52.9 million. This equity will allow the Combined Group to cover expected non-recurring integration and transaction costs, provide further comfort over the transition to Solvency II and support future growth initiatives and product development.

In the event the Proposed Merger does not proceed, the Just Retirement Board will consider the best use of the net proceeds of the Placing and Open Offer, including accelerating the growth plans of the Just Retirement Group's business on a stand-alone basis and to provide further comfort over the transition to Solvency II.

18. Admission of New Just Retirement Shares

Application will be made to the FCA and the London Stock Exchange for the New Just Retirement Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively.

It is expected that Admission of the Conditional Placed Shares and Open Offer Shares will become effective and dealings for normal settlement will commence in the London Stock Exchange at 8.00 a.m. on 16 October 2015.

Subject to the satisfaction of the conditions of the Placing and Open Offer, the Open Offer Shares will be registered in the names of the person to whom they are issued, either:

• in certificated form, with the relevant share certificate expected to be despatched by post, at the applicant's risk, by 23 October 2015; or
• in CREST, with delivery (to the designated CREST account) of the Open Offer Shares applied for expected to take place on 16 October 2015 unless the Company exercises its right to issue Open Offer Shares in certificated form.

The results of the Open Offer will be announced on an RIS.

It is expected that Admission of the Consideration Shares will become effective and that dealings for normal settlement in the Consideration Shares will commence on the London Stock Exchange at 8.00 a.m. on the first Business Day following the Effective Date.

19. Further information relating to the Proposed Merger

19.1 Scheme

It is intended that, once the CMA Pre-Condition has been satisfied or waived, as applicable, the Proposed Merger will be effected by a court-sanctioned scheme of arrangement between Partnership Assurance and the Scheme Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is to provide for Just Retirement to become owner of the whole issued and to be issued share capital of Partnership Assurance.

Under the Scheme, the Proposed Merger is to be principally achieved by:

• the transfer of the Scheme Shares held by Scheme Shareholders in consideration for which Scheme Shareholders will receive New Just Retirement Shares on the basis set out in paragraph 2 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''; and
• amendments to Partnership Assurance's articles of association to ensure that any Partnership Assurance Shares issued (other than to Just Retirement) between approval of the Scheme at the Court Meeting and the Scheme Record Time will be subject to the Scheme and that any Partnership Assurance Shares issued after the Scheme Record Time will automatically be acquired by Just Retirement.

Once the CMA Pre-Condition has been satisfied or waived, as applicable, the Proposed Merger will be subject to the Conditions and further terms and conditions to be set out in the Scheme Document.

To become effective, the Scheme requires, inter alia, the approval of a majority in number of the relevant Scheme Shareholders present and voting in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares that are voted (or the relevant class or classes thereof, if applicable), at the Court Meeting, which is convened by order of the Court, and the passing of the resolutions necessary to implement the Proposed Merger at the Partnership Assurance General Meeting.

Following the Partnership Assurance Meetings, the Scheme must be sanctioned by the Court. The Scheme will become effective in accordance with its terms on delivery of the Scheme Court Order to the Registrar of Companies (England and Wales).

Upon the Scheme becoming effective, it will be binding on all Partnership Assurance Shareholders, irrespective of whether or not they attended or voted at the Partnership Assurance Meetings and the consideration due under the Proposed Merger will be despatched by Just Retirement to Scheme Shareholders no later than 14 days after the Effective Date.

It is expected that the Scheme Document will be despatched to Partnership Assurance Shareholders as soon as reasonably practicable following the satisfaction or waiver of the CMA Pre-Condition, or, if earlier, 1 February 2016. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Partnership Assurance General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The Scheme is expected to become Effective in December 2015, subject to the satisfaction or waiver of the CMA Pre-Condition, the Conditions and certain further terms to be set out in the Scheme Document.

19.2 Further terms of the Proposed Merger

In so far as a distribution is declared, made, paid or payable by Partnership Assurance or Just Retirement in respect of the Partnership Assurance Shares or Just Retirement Shares (as applicable) on or after the date of the Firm Offer Announcement save as set out in paragraph 15 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'', the Exchange Ratio will be adjusted accordingly by reference to the aggregate amount of the distribution that has been declared, made, paid or is payable. To the extent that a distribution that has been declared, made, paid or is payable is or will be transferred or cancelled pursuant to the Proposed Merger on a basis which entitles Just Retirement alone to receive the distribution and to retain it, the Exchange Ratio will not be subject to change in accordance with this paragraph 19.2 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''.

The Partnership Assurance Shares will be acquired pursuant to the Proposed Merger fully paid and free from all liens, charges, equities, encumbrances, rights of pre-emption and any other interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of the Firm Offer Announcement, save for any dividends payable on the terms set out in paragraph 15 of this Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''.

The Consideration Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Just Retirement Shares, including the right to receive and retain in full all dividends and other distributions (if any) made, paid or declared after the Effective Date.

19.3 Fractional entitlements in respect of Consideration Shares

Fractions of Consideration Shares will not be allotted or issued to Partnership Assurance Shareholders and entitlements will be rounded down to the nearest whole number of Just Retirement Shares and all fractions of Consideration Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by Just Retirement in due proportions to Partnership Assurance Shareholders who would otherwise have been entitled to such fractions, save that individual entitlements to amounts of less than £5 will be retained for the benefit of the Combined Group.

19.4 De-listing of Partnership Assurance Shares and cancellation of Partnership Assurance Share certificates

It is intended that dealings in Partnership Assurance Shares should be suspended at 5.00 p.m. London time on the Business Day prior to the date of the Scheme Court Hearing. It is further intended that an application will be made to the London Stock Exchange for the cancellation of the trading of Partnership Assurance Shares on its market for listed securities and the UKLA will be requested to cancel the listing of Partnership Assurance Shares on the Official List to take effect on or shortly after the Effective Date.

Share certificates in respect of the Partnership Assurance Shares will cease to be valid and should be destroyed following the Effective Date. In addition entitlements to Partnership Assurance Shares held within the CREST system will be cancelled.

As soon as reasonably practicable after the Effective Date, it is intended that Partnership Assurance will be re-registered as a private limited company under the relevant provisions of the Companies Act.

19.5 Reserving the right to proceed by way of a Takeover Offer

Subject to the terms of the Co-operation Agreement, Just Retirement reserves the right to implement the Proposed Merger by way of a Takeover Offer for the entire issued and to be issued share capital of Partnership Assurance not already held by Just Retirement as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme.

If the Proposed Merger is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, Just Retirement intends to:

• (a) make a request to the London Stock Exchange to cancel trading in Partnership Assurance Shares on its market for listed securities;
• (b) make a request to the UKLA to cancel the listing of the Partnership Assurance Shares from the Official List; and
• (c) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Partnership Assurance Shares in respect of which the Takeover Offer has not been accepted.

19.6 Merger-related arrangements

Just Retirement has entered into various contractual agreements pursuant to the Proposed Merger, which include:

(a) Confidentiality and Standstill Agreement

Just Retirement and Partnership Assurance have entered into a confidentiality and standstill agreement dated 27 April 2015 (the ''Confidentiality and Standstill Agreement'') pursuant to which each of Just Retirement and Partnership Assurance has undertaken to keep certain information relating to the Proposed Merger and to the other party confidential and not to disclose such information to third parties, except to certain permitted disclosees for the purposes of evaluating the Proposed Merger or if required by applicable laws or regulations.

The confidentiality obligations of each party under this agreement will terminate on the earlier of (i) 26 April 2017 and (ii) the Effective Date.

(b) Confidentiality and Joint Defence Agreement

Just Retirement, Partnership Assurance, Clifford Chance LLP and Freshfields Bruckhaus Deringer LLP have entered into a confidentiality and joint defence agreement dated 26 June 2015 (the ''Confidentiality and Joint Defence Agreement''), which governs how confidential, sensitive and/or privileged information can be disclosed, used or shared for the purpose of preparing submissions to the CMA and the PRA.

(c) Co-operation Agreement

Just Retirement and Partnership Assurance have entered into a co-operation agreement dated 11 August 2015 with respect to the implementation of the Proposed Merger.

Just Retirement and Partnership Assurance have agreed to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made for the process of obtaining all regulatory clearances. Just Retirement and Partnership Assurance have also agreed to provide each other with reasonable information, assistance and access for the preparation of the key shareholder documentation. Just Retirement has also agreed to convene the Just Retirement General Meeting so that it is held on or around the same date as the Partnership Assurance Meetings.

Just Retirement is subject to certain customary restrictions on the conduct of its business during the period pending completion of the Proposed Merger, and which prohibit, inter alia: (a) the payment by Just Retirement of dividends (other than in the ordinary course and consistent with past practice and its published dividend policy) and (b) the allotment of further shares (or rights or options in respect of shares) (other than pursuant to the Capital Raise, its existing share incentive schemes, or in order to settle options or awards vesting under its existing incentive schemes).

The Co-operation Agreement records Just Retirement and Partnership Assurance's intention to implement the Proposed Merger by way of the Scheme. However, Just Retirement may implement the Proposed Merger by way of a Takeover Offer: (i) if Partnership Assurance consents; (ii) if the Partnership Assurance Directors withdraw or modify their unanimous and unconditional recommendation of the Scheme to the shareholders of Partnership Assurance; or (iii) if a third party announces a possible or firm intention to make an offer for the entire issued share capital of Partnership Assurance which is recommended by the Partnership Assurance Directors.

The Co-operation Agreement will terminate if: (i) agreed in writing between Just Retirement and Partnership Assurance; (ii) the CMA Pre-Condition or any Condition (which has not been waived) is invoked (with permission of the Panel); (iii) if the Scheme is not approved by Partnership Assurance Shareholders or the Court refuses to sanction the Scheme or grant the court order (unless Just Retirement has within five Business Days of such event elected to implement the Proposed Merger by way of a Takeover Offer); (iv) (save as the parties may otherwise agree in writing) the Proposed Merger is not implemented on or before the Long Stop Date; (v) an independent competing transaction becomes effective, becomes or is declared unconditional in all respects or is completed; or (vi) upon written notice from Just Retirement to Partnership Assurance in the event that the Partnership Assurance Board no longer unconditionally and unanimously recommends (or intends to recommend), or has adversely modified or qualified their recommendation (or intention to recommend) of, the Proposed Merger (or the Takeover Offer, as the case may be), or recommends (or intends to recommend) an independent competing transaction.

The Co-operation Agreement also contains provisions that will apply in respect of Partnership Assurance Employee Share Plans and certain other employee incentive arrangements.

(d) Cinven Relationship Agreement

On 11 August 2015, Just Retirement, Cinven Limited (''Cinven'') and the Cinven Funds (Cinven and the Cinven Funds, together, the ''Cinven Entities'') entered into a relationship agreement (the ''Cinven Relationship Agreement'') which will, following completion of the Proposed Merger, regulate the ongoing relationship between Just Retirement and the Cinven Entities.

Under the Cinven Relationship Agreement, the Cinven Entities undertake, inter alia:

• (i) to exercise all of their powers to ensure that the Just Retirement Group is able to operate and make decisions independently of the Cinven Entities and not take any action which inhibits the Just Retirement Group from carrying on an independent business as its main activity;
• (ii) to conduct all transactions and relationships with the Just Retirement Group at arm's length terms and on normal commercial terms;
• (iii) to procure that the business and affairs of the Just Retirement Group are conducted in accordance with Just Retirement's Articles and all applicable laws and independently of the Cinven Entities and, not to exercise any of their voting or other rights to procure any amendment to the Just Retirement's Articles which would be inconsistent with the Just Retirement Group or the ability of the Just Retirement Group to carry on its business independently;
• (iv) to ensure that the Cinven Entities comply with all provisions of the Listing Rules, the Disclosure and Transparency Rules, the requirements of the London Stock Exchange and the FSMA that

apply to it in connection with Just Retirement and do not take any action that would have the effect of preventing Just Retirement from complying with its obligations under the Listing Rules, the Disclosure and Transparency Rules, the requirements of the London Stock Exchange or the FSMA;

• (v) not to influence the day-to-day running of Just Retirement at an operational level or hold or acquire a material shareholding in one or more material subsidiaries;
• (vi) to abstain from voting on any resolution to approve a ''related party transaction'' under the Listing Rules involving the Cinven Entities;
• (vii) not to propose a shareholder resolution which is intended to circumvent the proper application of the Listing Rules, or cause or authorise to be done anything which would prejudice either Just Retirement's listing on the premium segment of the Official List or its suitability for such listing;
• (viii)to exercise all of their voting rights so as to ensure that at least half the Just Retirement Board, excluding the Chairman, will consist of independent directors, as defined in the UK Corporate Governance Code; and
• (ix) to keep confidential and not use for their own benefit any confidential information relating to the Just Retirement Group.

Under the Cinven Relationship Agreement, the Cinven Entities are entitled to appoint one non-executive director to the JRP Group Board for so long as the Cinven Entities (together with their associates) are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Just Retirement.

The Cinven Relationship Agreement will continue for so long as (a) Just Retirement Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities; and (b) the Cinven Entities together with their associates are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Just Retirement.

(e) Lock-up Agreement

On 11 August 2015, Avallux, the Cinven Funds and Barclays entered into the Lock-up Agreement pursuant to which Avallux and the Cinven Funds each agreed that they will not, without Barclays' consent, dispose of any Just Retirement Shares or, following the completion of the Proposed Merger, JRP Group Shares at any time during the lock-up period (subject to certain customary carve-outs). The Lock-up Agreement is conditional upon and shall come into force upon the Effective Date, and the lock-up period continues until the later of (i) 30 calendar days following the Effective Date and (ii) 90 calendar days following Admission of the Conditional Placed Shares and the Open Offer Shares.

(f) Sell-down Agreement

On 11 August 2015, Avallux and the Cinven Funds entered into a sell down agreement (the ''Sell-down Agreement'') pursuant to which Avallux and the Cinven Funds each agreed that that they will not dispose of any Just Retirement Shares without first offering each other the right to elect to participate in the proposed disposal at the same price and on the same terms and conditions, in the respective ratio 60:40. The Sell-down Agreement is conditional upon and shall come into force upon the Effective Date. The Sell-down Agreement terminates if either Avallux or the Cinven Funds cease to hold or control, in aggregate, five per cent. or more of the Just Retirement Shares or votes able to be cast at general meetings of Just Retirement.

Copies of these documents are available on the Company's website at www.justretirementgroup.com and on Partnership Assurance's website at www.partnership-group.co.uk until the Scheme becomes Effective.

20. Overseas shareholders

This Prospectus does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer to subscribe for or buy any New Just Retirement Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation or would impose any unfulfilled registration, publication or approval requirements on Partnership Assurance, Just Retirement or any of their respective directors, officers, agents and advisers. No action has been taken nor will be taken in any jurisdiction by any such person that would permit a public offering of the New Just Retirement Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Prospectus other than in any jurisdiction where action for that purpose is required. Neither Partnership Assurance, Just Retirement nor their respective directors, officers, agents or advisers accept any responsibility for any violation of any of these restrictions by any other person.

In connection with the Placing and Open Offer, shareholders who have registered addresses outside the United Kingdom, who are citizens or residents of countries other than the United Kingdom, or who are holding Just Retirement Shares for the benefit of such persons (including, without limitation, nominees, custodians and trustees) or have a contractual or legal obligation to forward this Prospectus or the Application Form to such persons, should also refer to paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer'', which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder considering participating in the Placing and Open Offer, it is important that you read that part of this Prospectus.

The availability of Consideration Shares and the release, publication or distribution of this Prospectus in certain jurisdictions may be restricted by law and the availability of the Proposed Merger to Partnership Assurance Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to vote their Partnership Assurance Shares in respect of the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Persons who are not resident in the United Kingdom, or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Partnership Assurance Shareholders who are in doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay and are also advised to read the Scheme Document.

Unless otherwise determined by Partnership Assurance or Just Retirement or required by the Code, and permitted by applicable law and regulation, the Proposed Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Prospectus and all documents relating to the Proposed Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Prospectus and all documents relating to the Proposed Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

This Prospectus has been prepared for the purposes of complying with English law, the Code, the Listing Rules and the Prospectus Rules and the information disclosed may not be the same as that which would have been disclosed if this Prospectus had been prepared in accordance with the laws and regulations of any other jurisdiction. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Proposed Merger in their particular circumstances.

The New Just Retirement Shares to be issued pursuant to the Placing and Open Offer or the Proposed Merger have not been, and will not be, listed on any stock exchange other than London Stock Exchange and have not been, and will not be, registered under the U.S. Securities Act or under any laws of any state, district or other jurisdiction, of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and no prospectus has been, or will be, filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the New Just Retirement Shares been, nor will one be, lodged with, or registered by, the Australian Securities and Investments Commission, nor have any steps been taken, nor will any steps be taken, to enable the New Just Retirement Shares to be offered in compliance with applicable securities laws of Japan and no regulatory clearances in respect of the New Just Retirement Shares have been, or will be, applied for in any other jurisdiction. Accordingly, unless an exemption under relevant securities laws is available, the New Just Retirement Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from (in the

context of the Placing and Open Offer) the United States or any other Excluded Territory or (in the context of the Proposed Merger) any Restricted Jurisdiction or to, or for the account or benefit of, (in the context of the Placing and Open Offer) any U.S. Person or resident of any other Excluded Territory or (in the context of the Proposed Merger) any Restricted Jurisdiction.

This Prospectus does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. The New Just Retirement Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States. None of the securities referred to in this Prospectus have been approved or disapproved by the SEC, any state securities commission in the United States or any other U.S. regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Partnership Assurance Shareholders (whether or not U.S. persons (as defined in the U.S. Securities Act)) who are or will be affiliates of Just Retirement or Partnership Assurance prior to, or of Just Retirement after, the Proposed Merger becomes Effective will be subject to certain U.S. transfer restrictions relating to the New Just Retirement Shares received pursuant to the Proposed Merger.

21. Actions to be taken in respect of the Open Offer

If you are a Qualifying non-CREST Shareholder (that is, you have a share certificate) with a registered address in a jurisdiction other than an Excluded Territory, you will have received an Application Form which gives details of your maximum entitlement under the Open Offer (as shown by the number of Open Offer Entitlements allocated to you). If you wish to apply for Open Offer Shares, you should complete the enclosed Application Form in accordance with the procedure for application set out in paragraph 4(a) of Part 14 ''Terms and Conditions of the Open Offer'' and on the Application Form itself. If you do not wish to apply for any Open Offer Shares, you should not complete or return the Application Form.

If you are a Qualifying CREST Shareholder, you will not have received an Application Form and you will instead receive a credit to your appropriate stock account in CREST in respect of the Open Offer Entitlements representing your maximum entitlement under the Open Offer. You should refer to the procedure for application set out in paragraph 4(b) of Part 14 ''Terms and Conditions of the Open Offer''.

The latest time for applications under the Open Offer to be received is 11.00 a.m. on 13 October 2015. The procedure for application and payment depends on whether, at the time at which application and payment is made, you have an Application Form in respect of your Open Offer Entitlements or have Open Offer Entitlements credited to your stock account in CREST in respect of such entitlement. The procedures for application and payment are set out in Part 14 ''Terms and Conditions of the Open Offer''. Further details also appear in the Application Forms which have been sent to Qualifying non-CREST Shareholders.

Qualifying CREST Shareholders who are CREST-sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with this Prospectus and the Open Offer.

If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an appropriately qualified independent professional adviser.

PART 2

QUESTIONS AND ANSWERS ABOUT THE PLACING AND OPEN OFFER

The questions and answers set out in this Part 2 ''Questions and Answers about the Placing and Open Offer'' are intended to be in general terms only and, as such, you should read Part 14 ''Terms and Conditions of the Open Offer'' for full details of what action you should take. If you are in any doubt as to what action you should take, you are recommended to immediately seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the FSMA, if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

This Part 2 ''Questions and Answers about the Placing and Open Offer'' deals with general questions relating to the Placing and Open Offer and more specific questions relating to Existing Just Retirement Shares held by persons resident in the UK who hold their Existing Just Retirement Shares in certificated form only. If you are an Overseas Shareholder, you should read paragraph 6 of Part 14 ''Terms and Conditions of the Open Offer'' and you should take professional advice as to whether you are eligible and/or you need to observe any formalities to enable you to take up your rights. If you hold your Existing Just Retirement Shares in uncertificated form (that is, through CREST), you should read Part 14 ''Terms and Conditions of the Open Offer'' for full details of what action you should take. If you are a CREST-sponsored member, you should also consult your CREST sponsor. If you do not know whether your Existing Just Retirement Shares are in certificated or uncertificated form, please call the Shareholder Helpline on 0871 384 2487 or +44 121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide advice on the merits of the Proposed Merger, the Placing, the Open Offer nor give financial, tax, investment or legal advice.

Timetable dates in this Part 2 ''Questions and Answers about the Placing and Open Offer'' have been included on the basis of the expected timetable set out on pages 57 and 58.

1. What is an open offer?

An open offer is a way for companies to raise money. Companies usually do this by giving their existing shareholders a right to acquire further shares at a fixed price in proportion to their existing shareholdings (the open offer) and providing for an underwriter to acquire any shares not bought by the Company's existing shareholders.

The Open Offer is an invitation by Just Retirement to Qualifying Shareholders to apply to acquire 0.126832 Open Offer Shares for every 1 Existing Just Retirement Shares at a price of £1.59 per New Just Retirement Share. In this Prospectus, this is referred to as your ''Open Offer Entitlement''. If you hold Existing Just Retirement Shares on the Record Date or have a bona fide market claim, other than, subject to certain exceptions, where you are a Just Retirement Shareholder either located, or with a registered address in, an Excluded Territory, you will be entitled to buy the Open Offer Shares under the Open Offer.

The Open Offer is being made on the basis of 0.126832 Open Offer Shares for every 1 Existing Just Retirement Shares held by Qualifying Shareholders on the Record Date. If your Open Offer Entitlement is not a whole number, you will not be entitled to buy an Open Offer Share in respect of any fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number. If you hold fewer than 0.126832 Existing Just Retirement Shares, you will not receive an Open Offer Entitlement.

Applications by Qualifying Shareholders will be satisfied in full up to the amount of their Open Offer Entitlement.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying Non-CREST Shareholders should also note that their Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Open Offer Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply to take up their

Open Offer Entitlements. Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights under the Open Offer.

2. What is a placing? Am I eligible to participate in the Placing?

A placing is where specific investors procured by a company's advisers agree to subscribe for placed shares. The Conditional Placed Shares are subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Unless you are a Conditional Placee, you may not participate in the Placing.

3. I hold my Existing Just Retirement Shares in certificated form. How do I know whether I am eligible to participate in the Open Offer?

If you receive an Application Form and, subject to certain exceptions, are not a Just Retirement shareholder either located, or with a registered address, in an Excluded Territory, then you should be eligible to participate in the Open Offer as long as you have not sold all of your Existing Just Retirement Shares before 8.00 a.m. on 28 September 2015 (the time when the Existing Just Retirement Shares were marked ''ex-entitlement'' by the London Stock Exchange).

4. I hold my Existing Ordinary Shares in certificated form. How do I know how many Open Offer Shares I am entitled to take up?

If you hold your Existing Just Retirement Shares in certificated form and, subject to certain exceptions, do not have a registered address and are not located in any Excluded Territory, you will be sent a Application Form that shows:

• how many Existing Just Retirement Shares you held at the close of business on the Record Date;
• how many Open Offer Shares are comprised in your Open Offer Entitlement; and
• how much you need to pay if you want to take up your right to buy the maximum number of Open Offer Shares under your Open Offer Entitlement.

If you would like to apply for any of or all of the Open Offer Shares comprised in your Open Offer Entitlement, you should complete the Application Form in accordance with the instructions printed on it and the information provided in this Prospectus. Completed Application Forms should be posted, along with a cheque or banker's draft drawn in the appropriate form, in the accompanying pre-paid envelope or returned by post or by hand (during normal office hours only), to the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom (who will act as Receiving Agent in relation to the Open Offer) so as to be received by the Receiving Agent by no later than 11.00 a.m. on 13 October 2015, after which time Application Forms will not be valid.

5. I hold my Existing Ordinary Shares in certificated form and am eligible to receive a Non-CREST Application Form. What are my choices in relation to the Open Offer?

(a) If you do not want to take up your Open Offer Entitlement

If you do not want to take up your Open Offer Entitlement, you do not need to do anything. In these circumstances, you will not receive any Open Offer Shares. You will also not receive any money when the Open Offer Shares you could have taken up are sold, as would happen under a rights issue. You cannot sell your Application Form or your Open Offer Entitlement to anyone else.

If you do not take up your Open Offer Entitlement then following the issue of the Conditional Placed Shares and the Open Offer Shares pursuant to the Placing and Open Offer, your interest in the Company will be diluted by approximately 11.3 per cent.

(b) If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlement

If you want to take up some but not all of the Open Offer Shares under your Open Offer Entitlement, you should write the number of Open Offer Shares you want to take up in Box D of your Application Form; for example, if you are entitled to take up 50 Shares but you only want to take up 25 Shares, then you should write ''25'' in Box D. To work out how much you need to pay for the number of Open Offer Shares for which you wish to subscribe, you need to multiply the number of Open Offer Shares you want (in this example, ''25'') by £1.59, which is the price in pounds sterling of each Open Offer Share (giving you an amount of £39.75 in this example). You should write this total sum in Box E, rounding down to the nearest whole pence and this should be the amount your cheque or banker's draft is made out for. You should then return the completed, signed and dated Application Form, together with a cheque or banker's draft for that amount, in the accompanying pre-paid envelope or return by post or by hand (during normal office hours only), to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom (who will act as Receiving Agent in relation to the Open Offer) so as to be received by the Receiving Agent by no later than 11.00 a.m. on 13 October 2015, after which time Application Forms will not be valid.

All payments must be in pounds sterling and made by cheque or banker's draft made payable to ''Equiniti Limited re: Just Retirement Group plc Open Offer'' and crossed ''A/C Payee Only''. Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the Application Form. Post-dated cheques will not be accepted.

A definitive share certificate will then be sent to you for the Open Offer Shares that you take up. Your definitive share certificate for Open Offer Shares is expected to be despatched to you within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares.

(c) If you want to take up all of the Open Offer Shares under your Open Offer Entitlement

If you want to take up all of the Open Offer Shares under your Open Offer Entitlement you need to complete Boxes D and E of your Application Form, and send your signed and dated Application Form, together with your cheque or banker's draft for the full amount (as indicated in Box C of your Application Form), payable to ''Equiniti Limited re: Just Retirement Group plc Open Offer'' and crossed ''A/C payee only'', in the accompanying pre-paid envelope or return by post or by hand (during normal office hours only), to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom (who will act as Receiving Agent in relation to the Open Offer) so as to be received by the Receiving Agent by no later than 11.00 a.m. on 13 October 2015, after which time Application Forms will not be valid. If you post your Application Form by first-class post, you should allow at least four Business Days for delivery.

All payments must be in pounds sterling and made by cheque or banker's draft made payable to ''Equiniti Limited re: Just Retirement Group plc Open Offer'' and crossed ''A/C payee only''. Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies and must bear the appropriate sort code in the top right-hand corner. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the Application Form. Post-dated cheques will not be accepted.

Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be paid on payments made before they are due.

It is a term of the Open Offer that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and banker's drafts sent through the post will be sent at the risk of the sender. Payments via the Clearing House Automated Payment System (''CHAPS''), BACS or electronic transfer will not be accepted.

A definitive share certificate will then be sent to you for the Open Offer Shares that you take up. Your definitive share certificate for the Open Offer Shares is expected to be despatched to you within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares.

6. I hold my Existing Just Retirement Shares in uncertificated form in CREST. What do I need to do in relation to the Open Offer?

CREST members should follow the instructions set out in Part 14 ''Terms and Conditions of the Open Offer''. Persons who hold Existing Just Retirement Shares through a CREST member should be informed by the CREST member through which they hold their Existing Just Retirement Shares of the number of Open Offer Shares that they are entitled to acquire under the Open Offer and should contact them should they not receive this information.

7. I acquired my Existing Just Retirement Shares prior to the Record Date and hold my Existing Ordinary in certificated form. What if I do not receive an Application Form or I have lost my Application Form?

If you do not receive an Application Form, this probably means that you are not eligible to participate in the Open Offer. Some Non-CREST Shareholders, however, will not receive an Application Form but may still be eligible to participate in the Open Offer, namely:

• Qualifying CREST Shareholders who held their Existing Just Retirement Shares in uncertificated form on 24 September 2015 and who have converted them to certificated form;
• Qualifying Non-CREST Shareholders who bought Existing Just Retirement Shares before 8.00 a.m. on 28 September 2015 but were not registered as the holders of those shares at 6.00 p.m. on 24 September 2015; and
• certain Overseas Shareholders.

If you do not receive an Application Form but think that you should have received one or you have lost your Application Form, please contact the Shareholder Helpline operated by the Receiving Agent on 0871 384 2487 or +44 (0)121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For legal reasons, the Shareholder Helpline will only be able to provide information contained in this Prospectus and information relating to Just Retirement's register of members and will be unable to provide advice on the merits of the Proposed Merger, the Open Offer, the Placing nor give financial, tax, investment or legal advice.

8. I am a Qualifying Shareholder, do I have to apply for all the Open Offer Shares I am entitled to apply for? Can I apply for more?

You can take up any number of the Open Offer Shares allocated to you under your Open Offer Entitlement. Your maximum Open Offer Entitlement is shown on your Application Form. Any applications by a Qualifying Shareholder for a number of Open Offer Shares which is equal to or less than that person's Open Offer Entitlement will be satisfied, subject to the Open Offer becoming unconditional. If you decide not to take up all of the Open Offer Shares comprised in your Open Offer Entitlement, then your proportion of the ownership and voting interest in Just Retirement will be diluted (and thereby reduced).

9. What if I change my mind?

If you are a Qualifying Shareholder, once you have sent your Application Form and payment to the Receiving Agent, you cannot withdraw your application or change the number of Open Offer Shares for which you have applied, except in very limited circumstances.

10. What if the number of Open Offer Shares to which I am entitled is not a whole number: am I entitled to fractions of Open Offer Shares?

If the number is not a whole number, you will not receive a fraction of an Open Offer Share and your entitlement will be rounded down to the nearest whole number.

11. I hold my Existing Just Retirement Shares in certificated form. What should I do if I want to spend more or less than the amount set out in Box C of the Application Form?

If you want to spend less than the amount set out in Box C, you should divide the amount you want to spend by £1.59 (being the price, in pounds, of each Open Offer Share under the Open Offer). This will give you the number of Open Offer Shares you should apply for. You can only apply for a whole number of Open Offer Shares. For example, if you want to spend £100, you should divide £100 by £1.59. You should round that down to the nearest whole number, to give you the number of shares you want to take up. Write that number (in this example, 62) in Box D. To then get an accurate amount to put on your cheque or banker's draft, you should multiply the whole number of Open Offer Shares you want to apply for (in this example, 62) by £1.59 and then fill in that amount rounded down to the nearest whole pence (in this example, being, rounded down to the nearest whole pence, £98.58) in Box E and on your cheque or banker's draft accordingly.

12. I hold my Existing Just Retirement Shares though the SIP. How can I take part in the Open Offer?

Equiniti Share Plan Trustees Limited (the ''SIP Trustee''), will contact you separately and you can give your instructions in relation to the Open Offer to the SIP Trustee. You will be given the same choices as other Just Retirement Shareholders.

13. What if I hold options and awards under the Just Retirement Employee Share Plans?

In accordance with the rules of each plan and if applicable, the number or exercise prices of options and awards under the Just Retirement Employee Share Plans may be adjusted to take account of the Open Offer. If this is the case, participants will be contacted separately.

14. I hold my Existing Just Retirement Shares in certificated form. What should I do if I have sold some or all of my Existing Just Retirement Shares?

If you hold shares in Just Retirement directly and you have sold some or all of your Existing Just Retirement Shares before 8.00 a.m. on 28 September 2015, you should contact the buyer or the person/ company through whom you sell your shares. The buyer may be entitled to apply for Open Offer Shares under the Open Offer. If you sell any of your Existing Just Retirement Shares on or after 8.00 a.m. on 28 September 2015, you may still take up and apply for the Open Offer Shares as set out on your Application Form.

15. I hold my Existing Just Retirement Shares in certificated form. How do I pay?

Completed Application Forms should be returned with a cheque or banker's draft drawn in the appropriate form. All payments must be in pounds sterling and made by cheque or banker's draft made payable to ''Equiniti Limited re: Just Retirement Group plc Open Offer'' and crossed ''A/C payee only''. Cheques or banker's drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies and must bear the appropriate sort code in the top right-hand corner. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the Application Form. Post-dated cheques will not be accepted.

16. Will the Existing Just Retirement Shares that I hold now be affected by the Open Offer?

If you decide not to apply for any Open Offer Shares under your Open Offer Entitlement, or only apply for a proportion of the Open Offer Shares under your Open Offer Entitlement, your proportionate ownership and voting interest in Just Retirement will be diluted (and thereby reduced).

17. I hold my Existing Ordinary Shares in certificated form. Where do I send my Application Form?

You should send your completed Application Form in the accompanying pre-paid envelope or returned by post or by hand (during normal office hours only), together with the monies in the appropriate form, to the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom (who will act as Receiving Agent in relation to the Open Offer). If you post your Application Form by first-class post, you should allow at least four business days for delivery.

If you do not want to take up or apply for any Open Offer Shares, then you need take no further action.

18. I hold my Existing Just Retirement Shares in certificated form. When do I have to decide if I want to apply for Open Offer Shares?

The Receiving Agent must receive the Application Form by no later than 11.00 a.m. on 13 October 2015, after which time Application Forms will not be valid. If an Application Form is being sent by first-class post in the UK, Qualifying Shareholders are recommended to allow at least four working days for delivery.

19. I hold my Existing Ordinary Shares in certificated form. When will I receive my new share certificate?

It is expected that the Registrar will post all new share certificates by within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares.

20. What should I do if I live outside the United Kingdom?

Your ability to apply to acquire Open Offer Shares may be affected by the laws of the country in which you live and you should take professional advice as to whether you require any governmental or other consents or need to observe any other formalities to enable you to take up Open Offer Shares under your Open Offer Entitlement.

21. Further assistance

Should you require further assistance, please call the Shareholder Helpline on 0871 384 2487 or +44 121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Please note that Equiniti Limited cannot provide advice on the merits of the Proposed Merger, the Open Offer, the Placing nor give financial, tax, investment or legal advice.

PART 3 INFORMATION ON THE JUST RETIREMENT GROUP

The following information should be read in conjunction with the more detailed information contained in this Prospectus elsewhere including the financial and other information appearing in Part 8 ''Just Retirement Operating and Financial Review'' as well as Part 5 ''Regulatory Overview''. The financial information included in this Part 3 ''Information on the Just Retirement Group'' has been extracted without material adjustment from Part 8 ''Just Retirement Operating and Financial Review'' which has been incorporated into this Prospectus by reference or from the financial information referred to in Part 7 ''Just Retirement Financial Information'' which has been incorporated into this Prospectus by reference, or from the accounting records of the Just Retirement Group, which formed the underlying basis of the financial information referred to in Part 7 ''Just Retirement Financial Information'', which has been incorporated into this Prospectus by reference.

1. Introduction

Established in 2004, Just Retirement is a specialist UK financial services group focusing on the UK retirement income market. It is a leading provider of DB de-risking solutions and retirement income products such as annuities and LTMs.

The Just Retirement Group's leading medical underwriting skills have enabled it to offer competitive but profitable terms in the provision of both bulk and individual retail annuities. For smaller DB pension schemes with below average life expectancy, the Just Retirement Group can profitably offer attractive buy-out terms to trustees seeking to de-risk their scheme. For larger schemes, the Just Retirement Group may be able to help de-risk the scheme by means of a ''top slicing'' of liabilities. Likewise, for individual annuities, by medically underwriting the annuitant, the Just Retirement Group can offer a rate which more closely reflects their life expectancy than traditional pricing models, often offering significantly better value for money. The Directors expect an increasing proportion of annuities to be underwritten based on medical and/or lifestyle factors over time, whether the insured is unhealthy or not. Rates offered to both group and individual annuitants are further supported by the attractive returns attained by the Just Retirement Group's portfolio of LTMs as well as fixed income securities.

The Just Retirement Group continuously looks to use its significant proprietary IP to increase its share in those segments of retirement income products assessed to be attractive, and to develop new products such as hybrid policies combining individually underwritten guaranteed income with income drawdown, immediate need annuities, and fixed term annuities. The Just Retirement Group's DB de-risking business was established in 2012 and has already grown to be the largest revenue generator measured by new business premiums in the current financial year.

Just Retirement has utilised its well-known brand, sound capital position, automated and scalable underwriting system and reputation for high-quality service to develop an RDR-compliant multi-channel distribution strategy. In the DB de-risking segment, Just Retirement's products are distributed via the EBCs who advise the trustees on the management of their schemes. Distribution to individuals is through a combination of financial intermediaries, EBCs, life insurance companies, platforms, banks, building societies, price comparison websites and affinity partners. The Directors believe that the strength of Just Retirement's distribution relationships and the willingness of networks to engage with it are testament to the strength of its award winning and differentiated service proposition for distributors and the Just Retirement Group's commitment to offer a ''just retirement'' to its customers.

Just Retirement has consistently reinsured a substantial portion of the longevity risks within its annuity new business (55 per cent. for DB de-risking liabilities and 66 per cent. of qualifying annuities new business). This strategy has provided relief from statutory capital requirements, allowing the Just Retirement Group to optimise its capital position and support growth.

Just Retirement is based in Surrey and had 769 employees as at 30 June 2015. The Just Retirement Group's management team has over 100 years of combined experience in the retirement income market, and the majority have been part of the Just Retirement Group for a significant period of time. Members of the Just Retirement Group are authorised and regulated in the United Kingdom by the FCA and/or the PRA. In particular, JRL is authorised by the PRA and regulated by the FCA and the PRA, while JRSL is authorised and regulated by the FCA.

2. History and Development

Just Retirement was established in April 2004 by its then senior management team, with financial support from Langholm, an independent mid-market private equity firm. Just Retirement founding executives were formerly the founders of Britannic Retirement Solutions. Between 2006 and 2009, Just Retirement was admitted to trading on the Alternative Investment Market (''AIM''), a market operated by the London Stock Exchange. In November 2009, Just Retirement was acquired by Avalon Acquisitions Limited (since renamed Just Retirement Group Holdings Limited) in an equity and cash transaction. The controlling shareholder of Avalon Acquisitions Limited was Avallux (which is an entity wholly owned by certain funds that are advised by Permira Advisers LLP (''Permira'')). On 15 November 2013, Just Retirement Group's ordinary share capital was admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. After a secondary placing in March 2015, Avallux now holds 52 per cent. of Just Retirement's ordinary shares.

Initially the Just Retirement Group's strategy was focused on annuities. However, in 2005 the Just Retirement Group also began writing LTMs which allow retired homeowners to release value from their houses. These loans represent an attractive investment with which to back annuity liabilities, given healthy returns and longevity hedging. The Just Retirement Group mainly offers mortgages under its own brand, enabling it to control the credit process more closely.

In 2011, Just Retirement embarked on the comprehensive development and leveraging of its in-house mortality experience, and, accordingly, recruited a team led by epidemiologists and medical statisticians with the skills necessary to review and fundamentally improve its approach to medical underwriting. This resulted in the development of the Just Retirement Group's own automated underwriting system, PrognoSysTM. This system is capable of assessing over 70 of the most important conditions that have commonly affected retirees, and over 1,500 variations, including disease severity, medication and combinations of conditions. The first phase of this system was implemented during 2012, driving a fundamental change in the Just Retirement Group's reserving approach.

In 2013, the Just Retirement Group initiated a second phase of the PrognoSysTM programme, which was completed in Q1 2015. The Just Retirement Group now uses PrognoSysTM to drive its pricing and acceptance criteria as well as reserving, supporting its confidence in the delivery of future profits. PrognoSysTM delivers an individual mortality curve for each customer, which shows the probability of their death at any time in the future. This is believed to be a powerful tool for pricing and reserving and has significantly enhanced the Just Retirement Group's competitive position.

The Directors believe Just Retirement's significant proprietary IP has provided it with a significant advantage, which has helped to underpin the Just Retirement Group's profitable growth.

Until 2012, the Just Retirement Group's focus had been on individual customers. During 2012 Just Retirement recruited a DB de-risking team capable of applying its medical underwriting IP in a group context. The following year Just Retirement began writing bulk purchase annuities, enabling trustees to de-risk the DB pension schemes under their management. The Just Retirement Group can in many cases use its medical underwriting capabilities to offer trustees materially better terms than bulk annuity writers who do not take the medical data of scheme members into account.

The Directors believe the DB de-risking segment has long-term growth potential, given the strong trend to DC pensions and concurrent closure of DB pension schemes to new members. The DB de-risking segment also has scope for significantly more sophisticated medical underwriting. The Directors therefore believe the DB de-risking segment offers a significant growth opportunity for the Just Retirement Group.

The 2014 Budget changes, implemented in April 2015, removed any restrictions on how individuals are able to access their pension savings, providing more flexibility as to how they can fund their retirement and decreasing incentives for them to annuitise their pension savings, resulting in material falls in individual annuity volumes. The Just Retirement Group has responded by creating drawdown products which work together with GIfL products. These allow individuals to keep some of their savings at work in the investment markets, while ensuring that their regular expenses will be met by turning some of their savings into a secure income. This new hybrid segment is beginning to emerge, but the Directors believe the Just Retirement Group's new, flexible products place it in the vanguard of product innovation for individual retirement income.

The reduced demand for retirement annuities since the 2014 Budget has allowed the Just Retirement Group to accelerate significantly its DB de-risking strategy, and in the financial year ended 30 June 2015, DB de-risking sales exceeded individual annuity sales.

In February 2015, the Just Retirement Group received a licence to provide retirement income solutions from South Africa's Financial Services Board.

3. Services and products of the Just Retirement Group

The Just Retirement Group's core product categories within the UK retirement income market are DB de-risking solutions, annuities and LTMs. These categories are summarised below:

3.1 DB de-risking solutions

(a) Overview

DB pension schemes provide individuals with a pre-determined monthly income in retirement based on their earnings history, tenure of employment and age. Certain factors (including members living longer, the introduction of mark-to-market accounting, sustained periods of adverse market conditions, and increased DB pension scheme regulation) have made opening or maintaining such schemes less attractive.

There is therefore a developed UK opportunity for annuity providers to take over, fully or partially, existing DB pension scheme liabilities. DB de-risking can occur via either a buy-in (whereby a pension scheme pays a single premium to purchase an income stream that matches its obligations to its members, but retains legal responsibility for those obligations) or a buy-out (whereby a pension scheme can purchase a single policy to replicate its obligations to some of its members, who become customers of the de-risking provider).

Until recently, providers of DB de-risking solutions did not medically underwrite scheme members, even though underwriting could potentially benefit both schemes and their members. In many cases, medical underwriting permits annuity providers to offer the pension scheme trustees a lower cost for the de-risking solution.

Partly on the basis of the £92 million and £609 million of premiums written by the Just Retirement Group in the financial years to 30 June 2014 and 30 June 2015, respectively, the Directors believe that this segment enjoys significant growth potential. The Directors further believe that UK DB de-risking demand is growing rapidly, and this growth has been broadly unaffected by the 2014 Budget.

(b) DB de-risking solutions offered by the Just Retirement Group

The Just Retirement Group provides buy-in and buy-out solutions for small and mid-sized DB pension schemes, in exchange for a single premium paid by the pension scheme's trustees or sponsoring company. The Just Retirement Group generally targets schemes with fewer than 300 lives and assets under management below £200 million, but has flexibility to top-slice larger schemes.

The Just Retirement Group introduced one of the first ''deep underwritten'' approaches, which considers individualised and detailed information. The Just Retirement Group intends to increase promotion of its DB de-risking proposition, in order to increase awareness of this approach among trustees and their advisers.

3.2 Annuities

(a) Overview

Annuities are bought by individual customers to convert some or all of their accumulated lifetime pension savings into a guaranteed lifetime retirement income. Annuity products offered in the UK were traditionally all so-called standard products. These products offer annuity income payable without reference to the individual's health or lifestyle, and are differentiated only by reference to a limited number of factors such as age, postcode, premium size and (prior to 31 December 2012) gender.

GIfLs take into account an individual's medical condition and lifestyle factors to provide a secure income for life that could be materially higher than a standard annuity which is not individually underwritten based on medical and/or lifestyle factors. The proportion of sales of annuities individually underwritten on the basis of medical or lifestyle factors increased from 12 per cent. in 2008 to 31 per cent. in 2014 (£2.2 billion out of the total annuity sales of £6.9 billion) (source: ABI). The directors believe an increasing proportion of annuities will be underwritten based on medical and/or lifestyle factors over time, whether the insured is healthy or not.

Although annuities were not the only option available to individuals reaching retirement, ABI figures show that in the second half of 2013, around 85 per cent. of retirement income product sales were annuities. In the same period in 2014, following the 2014 Budget, this proportion has fallen to around 65 per cent. Many consumers have chosen to take advantage of the more flexible tax treatment now offered for other retirement income options by choosing to withdraw tax free amounts, but then to defer any decision as to how to withdraw the balance of their pension fund.

Pension policyholders are able to utilise the OMO, which historically allowed retirees to use pension savings from any DC pension fund to purchase an annuity from any annuity provider. This enabled consumers to shop around for the best available retirement product from all providers rather than take a default annuity product from the company where the pre-retirement accumulation of assets took place. Customers typically received a more competitive annuity rate by exercising their right to shop around, rather than taking up the default option of internal vesting. This could be particularly beneficial for unhealthy retirees whose advisers recommended medical underwriting, and the growth of the OMO was a key driver of the rise of Just Retirement's annuities prior to the 2014 Budget reforms.

Following the 2014 Budget, the OMO now encompasses all retirement income options (beyond solely an annuity) and will support the introduction of Guaranteed Guidance (as described in paragraph 9.1 of Part 5 ''Regulatory Overview''). Market participants who are not typically active in the pre-retirement accumulation of assets, such as JRL, have in particular benefitted from customers shopping around for retirement income solutions that best suit their circumstances. The Directors believe that the UK Government's insistence that Pension Wise should be truly independent, combined with the publicity surrounding the 2014 Budget, has the potential to create greater awareness of the options available to consumers, and could significantly increase the number of cases for which the Just Retirement Group could quote. However, use of the OMO fell significantly following the 2014 Budget, which the Directors believe was driven by those customers, who would previously have shopped around, waiting for Pension Reforms implementation before making any choices regarding their retirement income. Conversely those customers that held guaranteed annuity rates (GARs) or showed little engagement in their retirement planning before the 2014 Budget continued to purchase annuities from their ceding providers. This trending is likely to be increased by, and equally have encouraged, many financial advisers also reacting to the uncertainty by focusing on other product areas in that same period.

(b) Annuities offered by the Just Retirement Group

The Just Retirement Group has been providing annuities since 2004. The Just Retirement Group's annuities take medical conditions and lifestyle factors into account to provide a higher income for life compared with an annuity which does not take such factors into account. The rate offered depends on the assessment of a range of risk factors that impact on an individual's health condition ranging from geographic, wealth or lifestyle factors (such as postcode, body mass index, hypertension, cholesterol and/or a history of smoking) to moderate/serious medical conditions and combinations (such as diabetes with complications, a recent heart attack with surgery and/or minor cancers) to very serious medical conditions and combinations (such as recent cancers, chronic obstructive pulmonary disease and advanced Crohn's disease). The Just Retirement Group has also retained a growing presence for the smaller number of impaired lives for which general practitioner reports are sought and reviewed.

The Just Retirement Group has concentrated primarily on the medically enhanced and lifestyle factors. This focus has enabled the Just Retirement Group to build an extensive database and understanding of the likely impact of medical and lifestyle information on life expectancy (source: Just Retirement Group estimates). The combination of this proprietary IP and the Just Retirement Group's real-time, automated quoting capability provides a significant competitive advantage in terms of distribution and customer pricing.

In the financial year ended 30 June 2015, the average premium of an annuity policy underwritten using medical or lifestyle factors was approximately £63,000, and in the financial year ended 30 June 2015, Just Retirement had New Business Sales of £478 million for annuities.

(c) Other annuity products

(i) CDCs

Overview

CDCs provide the individual with a selected income stream in exchange for the payment of a lump sum premium. However, unlike other types of annuities, the income stream is for a fixed term and at maturity a guaranteed amount is available to the customer, who is able to decide how best to use the proceeds. These products, which are an alternative to both traditional lifetime annuities and more flexible income drawdown solutions, are purchased with pension assets, but permit customers to defer the purchase of a lifetime annuity until they are ready to commit to that type of arrangement. CDCs comprise a segment of the more than £1 billion per annum sales of income drawdown products (source: Metlife). There is no investment performance risk to the customer as a guaranteed maturity amount is repaid at the end of the plan term.

CDCs offered by the Just Retirement Group

Just Retirement launched its innovative CDC product in June 2011. Just Retirement's CDC product is equipped with a conversion option that enables customers to convert their CDCs into annuities underwritten using medical or lifestyle factors. This product, the first of its type in the United Kingdom, enables the Just Retirement Group to appeal to customers that are not yet in need of such an annuity but will require one in the future, for example with the onset of ill health. In this way, Just Retirement's CDC product allows it to build a pipeline of potential future annuity customers.

In the financial year ended 30 June 2015, the Just Retirement Group had New Business Sales of £49 million in CDCs.

With the introduction of pension freedoms, Just Retirement positioned this solution solely for those customers who had previously crystallised their pension savings under the CDC regime and who wished to continue to benefit from the flexibility this regime offers. In particular, this enables existing CDC customers to sign up for a further period of guaranteed income without yet committing to a lifetime annuity.

(ii) Care plans

Overview

Care plans are a segment within annuities and are not affected by the recent pension reforms. A care plan offers a guaranteed fixed income paid directly to a registered care provider for the life of the insured, in exchange for an up-front lump sum premium. Under current rules this income is tax free so long as the income is paid directly to the registered care provider. Care plans are available to individuals entering care facilities or receiving domiciliary support. As such, care plans provide a form of longevity insurance to the individual against the costs of receiving care from policy inception until death. In 2013, there were an estimated 426,000 residential care residents in the UK, with 44 per cent. of such individuals paying all care costs personally, while a further 13 per cent. of individuals paid some contribution toward care costs, with annual private long-term care spending reaching £11.2 billion in 2013 (source: LaingBuisson). This spending is driven by the ageing population, longevity increases not being matched by proportionate increases in healthy life expectancy and the declining availability of state funding. Sales of long-term care insurance were, however, only approximately £126 million per annum in 2011 (source: ABI), which, given expected increases in long-term care costs, government promotion of long-term care cost awareness and emerging affinity group advocacy (e.g., Saga), demonstrates that long-term care insurance has the potential for growth. Furthermore, it is estimated that nearly 40 per cent. of self-funders in residential care would benefit from an existing financial product to protect their assets (source: LGIU).

Care plans offered by the Just Retirement Group

Just Retirement launched its care plan product in August 2013 with a shortened sales process in an exclusive five-year partnership with Saga. It expanded its distribution to include other financial intermediaries later in 2013.

(iii) South African retirement market solutions

Overview

South Africa has one of the five largest segments for sales of annuities in the world, with many structural similarities to the UK, including legislative framework, products and distribution. Limited state social security, tax incentives for private retirement provision and compulsory annuitisation or income drawdown are resulting in a fast growing retirement income market expected to grow significantly over the coming years.

Retirement income solutions offered by the Just Retirement Group in South Africa

JRSA has received authorisation to trade and has begun offering individually underwritten GIfL solutions via EBCs and financial intermediaries in August 2015.

3.3 LTMs

(a) Overview

LTMs allow home-owners to realise some of the equity value in their home without the need to vacate their property. A cash advance is provided which is secured by a mortgage over their property. This is repayable with any interest on the death of the owner or vacation of the property due to a permanent move into a residential care facility. This product can be used by retirees to supplement savings or to settle any outstanding indebtedness.

In the UK, LTMs comprise a range of products designed for individuals at or in retirement who wish to realise some of the equity value in their home. Latest HMRC statistics on the distribution of wealth show that property represents approximately 54 per cent. of the wealth of those aged 65 and over (source: HMRC). Given the need for retirees to supplement low rates of saving or inadequate retirement income, property is expected to represent an increasingly important means of funding retirement.

The Directors believe that this segment remains significantly underpenetrated, given that homeowners aged over 65 are estimated to own property wealth of £807 billion (source: Key Retirement), while only approximately £14.3 billion LTM advances have been made in total from 2002 to June 2015, representing a penetration rate of less than five per cent. (source: ERC). The Directors believe that growth will continue to be driven by:

• changing attitudes towards retirement, partly due to the improved health of retirees, and partly due to a greater desire to maintain lifestyles rather than to maximise legacies;
• policymaker support, with the Parliamentary Select Committee acknowledging in March 2013 that housing equity has a significant role to play in meeting a number of the UK's policy challenges in satisfying income and care needs later in life;
• insufficient savings to repay outstanding debt or mortgages or high indebtedness among retirees; and
• the cost of paying for long-term care.

In addition, as part of its review of mortgages, the FCA has continued to highlight the large scale issue of interest-only mortgages. Between 2012 and 2020, 1.3 million interest-only mortgages valued at approximately £111 billion is falling due for repayment. However, just under half of these borrowers are expected to have a significant repayment shortfall. Older borrowers were identified as being more likely to have an interest-only mortgage, as these constituted the majority of mortgages sold during the 1980s and early 1990s. The Directors believe that this presents a significant opportunity for providers of LTM products.

(b) LTMs offered by the Just Retirement Group

The Just Retirement Group has been providing LTMs since 2005. It was the first provider to launch a drawdown LTM, which provides additional flexibility to draw down cash as and when it is needed.

The majority of Just Retirement's LTMs are structured to allow customers to draw down sums as and when needed (up to a pre-agreed maximum) with the fixed interest rates being set at the time of each drawdown. For both drawdown and lump sum LTMs, interest is generally capitalised rather than serviced, and accordingly, the amount to be repaid at maturity increases over the life of the mortgage. Low LTV ratios mitigate against the risk that the fully rolled-up loan balance will exceed the sale price of the property at

the time of repayment, and the absence of geographic concentration mitigates the Just Retirement Group's exposure to a decline in housing prices in certain areas of the United Kingdom.

Despite the existence of the NNEG in its LTMs, which it provides against in valuing the asset, the Just Retirement Group considers its LTM portfolio to be a low risk investment and the collateral (in residential property) securing such portfolio is not geographically concentrated.

The Just Retirement Group's LTM product constitutes a key component of its capital efficient business model. LTMs provide a partial longevity hedge against annuitant longevity risk, and a high risk-adjusted yield. Together these factors significantly reduce the capital required for its DB de-risking solutions and annuity products at the point of sale.

As part of the sales process, the Just Retirement Group underwrites the properties against which it is prepared to lend, obtaining a valuation from a qualified third party and operating to criteria established by the Just Retirement Group's property team. In addition, the Just Retirement Group imposes certain underwriting criteria such as the exclusion of timber frame homes. This provides initial comfort concerning the quality of the property book. Strict limits are imposed on the initial LTV available, further substantially limiting Just Retirement's exposure to property risk. The maximum LTVs available at the commencement of a loan are limited by reference to percentages that depend on age, with the average LTV at commencement of the LTMs in the portfolio being approximately 23 per cent. in the 12 months ended 30 June 2015. LTV monitoring is reported to the Just Retirement Group's Asset & Liability Committee, and the average LTV as at 30 June 2015 was approximately 25 per cent. (including mortgage interest). As at 30 June 2015, of approximately 41,540 mortgages, only 20 have an LTV over 75 per cent. and, in respect of the Just Retirement Group's overall LTM book, the average loan size was £51,506 and the average property price was £250,682.

4. The Just Retirement Group's position

The Just Retirement Group has established a strong position in its core retail activities, and intends to achieve growth by targeting segments of the retirement income market that are currently underpenetrated.

4.1 DB de-risking position

As one of the first to introduce the individually underwritten de-risking approach based on medical and/or lifestyle factors, the Just Retirement Group has established a strong and growing position in this segment. The Just Retirement Group's DB de-risking activity is characterised by small to medium sized transactions with long lead times. The Just Retirement Group wrote £608.9 million of DB de-risking premiums in the financial year ended 30 June 2015 across 28 separate transactions.

4.2 Annuities' position

In 2014 the Directors believe that Just Retirement Group was the largest provider of annuities underwritten on the basis of medical or lifestyle factors in the UK by value of sales. In the total UK sales of annuities, the Just Retirement Group's share by sales on a calendar year basis in 2012 was approximately 10 per cent., increasing to 10.6 per cent. in 2014 (source: Just Retirement Group estimates, ABI).

4.3 LTM position

The Just Retirement Group was the second largest provider of LTMs in the UK by value of total sales and a leading participant in the drawdown mortgage category in 2014 by value of cash advances (source: ERC).

The total sales by all providers in the UK for annuities and DB de-risking solutions in the three years ended 31 December 2014 were as follows:

	2014	2013 (£bn)	2012
Total Sales Individual annuities DB de-risking solutions	6.9 38.7	11.9 16.4	14.0 6.7

Source: ABI, Towers Watson, Hymans Robertson, Grant Thornton, Lane, Clark and Peacock & Pensions World.

5. Sales Process and Distribution

5.1 Strategy

The Just Retirement Group has a progressive RDR-compliant multi-channel distribution strategy, which is underpinned by its strong brand and award-winning service. DB de-risking solutions sales are generally made via EBCs who advise the schemes' trustees on the structuring of the schemes. Just Retirement distributes its individual products through a number of channels, including traditional channels (such as financial intermediaries, EBCs, specialist intermediaries, banks and building societies) and emerging channels (such as life insurance companies that allow direct access to third-party providers, price comparison websites and affinity partners). Just Retirement uses its own software and service capability to enable its distribution partners to sell annuities in a safe and efficient manner.

The Just Retirement Group's access to a breadth of distribution channels ensures it is well positioned for changing trustee and consumer behaviour and future market developments. The Directors believe that this strategy and Just Retirement's owned software and solutions capability position the business strongly for the continued evolution of the distribution landscape.

5.2 DB de-risking

Advice given in DB de-risking is primarily by EBCs employing highly specialised and technical staff in the field of de-risking. As part of its growth strategy for its DB pension scheme annuity proposition for smaller pension schemes, which was launched in October 2012, Just Retirement established strong relationships with all the relevant EBCs. During 2014 the Just Retirement Group transacted DB de-risking solutions business via all of the major EBCs.

5.3 Annuities

(a) Distribution of annuities

The Just Retirement Group's major distribution channels for annuities continue to be the key financial intermediary networks, and, to a lesser extent, EBCs and specialist advisers. In addition, Just Retirement has built strong relationships with the nascent distribution channels of life companies, banks and building societies and price comparison websites and affinity partners. With the increased information available on the internet, consumers are increasingly purchasing online, and the Directors believe that Just Retirement's strong presence on price comparison websites, which customers are increasingly using for research, will untlimately enable it to grow this emerging channel of distribution.

The table below sets out Just Retirement's annuities New Business Sales by distribution channel in each of the years ended 30 June 2015, 2014 and 2013.

		Year ended 30 June
	2015	2014	2013	Example Partners
		(£m)
Traditional channels
Financial intermediaries	390.8	918.0	1,120.8	SBG, threesixty, SimplyBiz,
				St. James's Place Wealth
				Management, Wesleyan, Oval
				Insurance Broking, Key Retirement
				Solutions, Age Partnership,
				Hargreaves Lansdown, Annuity
				Direct Ltd
EBCs	38.0	50.4	46.2	Mercer, JLT, Towers Watson
Bank and building societies	4.1	61.9	57.6	Nationwide, Barclays, RBS
Emerging channels
Life insurance companies	42.5	69.8	30.7	Aegon, Phoenix Group, The
				Co-operative Financial Services
Price comparison websites and
affinity partners(1) .	2.5	6.1	9.9	moneyfacts.co.uk, Confused.com
Total	478.0	1,106.2	1,265.1

Note:

⁽¹⁾ Of these amounts, £12.9 million, £9.0 million and £13.5 million were written directly via JRSL for each of the years ended 30 June 2015, 2014 and 2013, respectively.

(b) GIfL sales process

The process by which Just Retirement writes a new annuity typically begins with a request for a quotation from a financial intermediary or other distributor on behalf of one of its clients. The request for quotation is accompanied by a questionnaire completed by the client regarding his or her medical history (e.g. history of heart disease, diabetes, cancer, stroke, etc.) and lifestyle factors (e.g. smoking history, alcohol use, body mass index, etc.). The Just Retirement Group then reviews responses to an industry standard questionnaire or bespoke questionnaires prepared by the relevant channel (which are subject to requests for additional information). Just Retirement generally does not require a separate medical examination, but may request medical records from a prospective customer's general practitioner. Just Retirement then uses this information to prepare a quotation as described in paragraph 6 of this Part 3 ''Information on the Just Retirement Group'' below or to validate against business already applied for. Sales of annuities include advised and non-advised business sales. Over 90 per cent. of initial annuity quotes are already provided on an automated basis, and a significant share of these quotes will be guaranteed. The Directors believe that this is significantly ahead of other providers who continue to provide a fair proportion of quotes on a manual basis.

5.4 LTMs

Just Retirement's LTM products are all distributed on an advised basis through a range of specialist and non-specialist financial intermediaries, as well as through its own specialist financial intermediary subsidiary, JRSL, which is a leading provider of LTM advice and sales for customers of affinity partners including partnerships with retirement brands such as Saga and Age UK.

In the financial year ended 30 June 2015, 74 per cent. of Just Retirement's LTM sales were through specialist intermediaries and 22 per cent. were through JRSL in conjunction with its affinity partners, with the balance being through non-specialist financial intermediaries.

Just Retirement has also developed strong relationships with mortgage and equity release clubs, who will act on behalf of their members and operate as a one-stop shop to source products and provide training and support material. The Directors believe that these relationships will enable Just Retirement to more readily extend its distribution reach for LTM products.

The table below sets out Just Retirement's LTM New Business Sales (excluding additional advances) by distribution channel in each of the years ended 30 June 2015, 2014 and 2013.

	Year ended 30 June
	2015	2014	2013	Example Partners
		(£m)
Traditional channels
Specialist intermediaries	144.8	251.5	187.5	Key Retirement Solutions, Age
				Partnership, ER Club
Financial intermediaries	6.9	6.9	10.2	ThreeSixty, Paradigm
Emerging channels
Price comparison websites and affinity
partners(1)	42.8	55.5	45.3	Age UK, Saga, Mirrorsure
Total	194.4	314.0	243.1

Note:

(1) Of these amounts, £42.8 million, £55.5 million and £45.3 million were written directly via JRSL for each of the years ended 30 June 2015, 2014 and 2013, respectively.

Specialist distributors of LTMs have increasingly extended their services to include the sale of annuities and, due to the existing strong relationships, this has given Just Retirement the benefit of broadening the reach of its annuity products.

6. Pricing and Intellectual Property

6.1 Pricing

The Just Retirement Group retains complete control over all pricing decisions. Pricing strategy is agreed by the Just Retirement Board as part of the annual business planning process, and the Pricing Committee reviews and implements any pricing changes.

The rates that Just Retirement quotes for its products are varied frequently in the light of a number of factors, including movements in long-term interest rates and competition. As a result, the Just Retirement Group is able to influence the sales volumes and margins being achieved. Interest rates are monitored on a daily basis and rate changes can be effected quickly to protect against any materially adverse movements. The Just Retirement Group responds to competitor pricing actions through the use of real-time pricing for annuities and permits the sales team to deviate, within agreed parameters, from target pricing in order to secure a sale and through the use of special deals (e.g. targeted tranches of competitively priced lending) for LTMs. DB de-risking solutions contracts are priced individually, with the approval of the Pricing Committee, and quoted prices are adjusted to reflect actual market conditions at the transaction date.

6.2 Underwriting based on significant proprietary IP

An annuity provider who takes into account medical or lifestyle factors can deliver better pricing (i.e. lower costs for DB pension scheme trustees, or increased monthly income paid to an individual annuitant for a given premium) than an annuity provider who does not take into account medical or lifestyle factors, where the annuitant has a shorter life expectancy. Consequently, the accuracy of a provider's mortality assumptions is an important determinant of the accuracy of its pricing, the longer-term quality of its earnings and, ultimately, the strength of its balance sheet. The granularity of the data held by the Just Retirement Group leads the Directors to believe that it enables them to set pricing more accurately and to refine the best estimates used to establish reserves. This underpins the Just Retirement Group's ability to drive consistent and profitable growth.

In order to satisfy itself as to the integrity of the lifestyle and medical data provided by individual annuitants via intermediaries, the Just Retirement Group obtains the full medical record from the annuitant's general practitioner for a sample of completed cases that are selected at random. In addition, the Just Retirement Group verifies all those cases where the annuity premium exceeds a certain amount or the level of enhancement is substantial. The medical information disclosed to Just Retirement continues to indicate an inconsequential level of false disclosure (in such instances, Just Retirement has the right to adjust the annuity amount payable).

One of Just Retirement's key advantages since its launch has been its automated underwriting system that has enabled it to select and price individual risks across a wide range of medical conditions in an efficient and cost-effective way, giving it the ability to automate its underwriting across all segments.

6.3 Significant Proprietary IP

(a) Background

The Just Retirement Group has a significant proprietary database in relation to medical or lifestyle factors for annuities. The intellectual property used by Just Retirement to make its underwriting determinations precedes the formation of the Just Retirement Group. Since its inception, the Just Retirement Group has collated underwriting information electronically and as a result as at 30 June 2015 holds data on over 240,000 lives, from a group of approximately 159,000 first lives and 81,000 dependent lives. A dependent life refers to an individual, such as a spouse, to whom the payments received under a joint annuity revert upon the death of the first life. The Just Retirement Group's database has over 1,000,000 person-years of experience, which as at 30 June 2015 is growing at the rate of around 250,000 person-years per annum. This data has been collected over ten years of operations and provides the Just Retirement Group with a wider dataset than any other operator in annuities (lifestyle and medically enhanced) (source: Just Retirement Group accounts, ABI, Just Retirement Group analysis). The volume of data is important because of the statistical techniques used to extract mortality insights: as the volume increases, the credibility of the results increases, and, therefore, underwriting decisions can be made with greater confidence.

Up until March 2015, the Just Retirement Group's pricing had been principally informed by COR-Merica Enhanced Annuities—JRL Version (''JR Merica''), an automated underwriting system licensed from COR Infexpert AG (''Infexpert'') with the consent of Hannover Re (one of the Just Retirement Group's

reinsurers), to inform its individual annuity pricing model JR Merica was used to determine the appropriate level of medical or lifestyle risk of a given customer and then the Just Retirement Group applies its own experience and models to calculate the actual annuity rate for such customer. The Just Retirement Group's underwriting processes, data and the mortality basis for underwriting have been developed by, and remain under the control of, the Just Retirement Group.

In 2011, the Just Retirement Group commenced development of its own automated underwriting system, PrognoSys. The first phase of this system was implemented in 2013. It is capable of assessing over 70 of the most important conditions that have commonly affected retirees, and over 1,500 variations, including disease severity, medication and combinations of conditions. The Just Retirement Group completed a second phase of the PrognoSys programme in Q1 2015. As a result, from March 2015 PrognoSys has now replaced JR Merica and delivers an individual mortality curve for each customer, which shows the probability of any given customer's death at any time in the future. This is a powerful tool for pricing and reserving, which is used to determine the appropriate level of medical or lifestyle risk of a given annuity customer and to calculate the actual annuity rate for such customer, and will further enhance the Just Retirement Group's competitive position.

Just Retirement's proprietary quotation and pricing systems are fully integrated in the same computer framework. Together, they allow Just Retirement to bring together lifestyle, medical and mortality data to set prices on an individual basis. Because of Just Retirement's proprietary IP and the high number of rating factors (currently up to 250) considered on an individual life, Just Retirement is typically able to offer higher annuity rates to individuals with reduced life expectancy.

Just Retirement has used its experience in GIfLs supplemented with insight gained from medical and mortality studies as well as its strong in-house experienced medical team consisting of epidemiologists, doctors and biostatistical modellers to improve further the quality of its questionnaires, underwriting and pricing expertise. Just Retirement therefore benefits from a deep understanding of the whole spectrum of lifestyle, medical and annuity-buying behaviour factors and their impact on life expectancy.

The Just Retirement Group's proprietary IP provides a significant competitive advantage and has underpinned its ability to deliver profitable growth. The Just Retirement Group's proprietary IP allows it to set customer pricing more appropriately for its selected risks compared to other providers.

The Just Retirement Group continuously looks to utilise its proprietary IP to develop new products, and to compete more effectively in the retirement income market.

Underwriting for members of DB pension schemes being de-risked is carried out by RGA International as part of the services provided under the DB reassurance treaty. It therefore takes advantage of RGA International's IP in this area. As with individual business, the mortality basis itself is under the control of the Just Retirement Group.

(b) Key features

The key features of Just Retirement's medical and mortality data can be summarised as follows:

• The dataset is proprietary in nature and securely held within the Just Retirement Group. Only a very limited number of individuals in the research and development team have access to the full dataset. In circumstances where Just Retirement is obliged to disclose certain underwriting information to its reinsurance partners, such disclosure is limited.
• The dataset contains a large number of rating factors for each individual case. Just Retirement collects up to 250 rating factors for each life, such as medical conditions and associated medication, as well as taking into account additional information, such as medical reports and general practitioner assessments, provided by applicants (where required), on each life insured before performing an assessment of life expectancy. In contrast, the initial questionnaires which annuitants are required to complete in order to receive a quote for or purchase an annuity which is not underwritten on medical and/or lifestyle factors only typically request basic personal information such as an annuitant's age, address and details of their pension, such as pension size.
• For the financial year ended 30 June 2015, the average life expectancy for a typical customer of Just Retirement purchasing an annuity was approximately 12 per cent. lower than the average life expectancy for a healthy individual of the same age, according to Just Retirement's calculations. For the year ended 30 June 2015, the Just Retirement Group's average first life mortality rate for its annuity holders was approximately 175 deaths per month.

Just Retirement reviews its mortality experience monthly and its underwriting rules at least on a half-yearly basis. This analysis is performed by Just Retirement's experienced team of actuaries, medical experts and statisticians. Mortality experience is analysed via a proprietary system, which calculates the expected deaths in any period based on the current mortality basis used for pricing and using the underwriting decision that was made when the policy was sold. This is compared to the actual recorded deaths. The power of the system is its flexibility to view the Just Retirement Group's mortality experience in a number of ways, which permits the basis to be fine-tuned against a wide range of factors.

Just Retirement's mortality bases are reviewed by its external professional advisers as part of the year-end process. The bases are also discussed in detail with the PRA as part of the biennial review of JRL's Individual Capital Assessment (''ICA'').

The chart below presents the number of actual and expected deaths in each calendar year (up to 31 March 2015) and the number of actual deaths over expected deaths as a percentage. Expected deaths are based on best estimate assumptions.

Just Retirement targets a 10 per cent. buffer over best estimate mortality rate assumptions. In recent years, based on assumptions used in the Company's 30 June 2015 IFRS technical provisions, the ratio of actual deaths to expected deaths has closely tracked 110 per cent. and, since 2005, has always been in excess of 100 per cent., which the Directors believe illustrates the Just Retirement Group's prudent reserving basis. This prudent buffer also provides a cushion for future adverse mortality experience. Larger buffers exist in the Pillar 1 reserve assumptions. The Directors believe that Just Retirement's prudent buffer, whether determined on an IFRS basis or a Pillar 1 basis, is relatively conservative compared to its peers.

6.4 PrognoSys—Just Retirement's next generation underwriting approach

In 2011, Just Retirement commenced development of its own automated underwriting system by leveraging its in-house mortality experience, together with the recruitment of relevant experts in order to fundamentally review and improve its approach to medical underwriting. Following completion of Phase I of this programme, Just Retirement had an enhanced database of relevant knowledge, a functional set of algorithms and software that has been incorporated into its proprietary, bespoke underwriting and reserving system, PrognoSys.

PrognoSys is a bespoke automated underwriting system for annuities, proprietary to Just Retirement, and represents a synthesis of several sources of medical knowledge, including Just Retirement's internal database, Just Retirement's experience analysis, the input of its own in-house medical team as well as specialists (such as senior doctors, consultants, statisticians and leading medical academics), external databases of primary and secondary healthcare data (such as the Framingham Heart Study) and external research. Designed using biostatistical principles, integrated with actuarial theory, PrognoSys uses bespoke algorithms to model an individual's future longevity, delivering an individual mortality curve for each customer. It provides a Just Retirement-specific opinion of the adjustments to standard mortality to be used in its pricing of a particular customer's annuity. The opinion is based on data and analysis of medical research captured from various countries supplemented with Just Retirement's extensive mortality experience.

The Just Retirement Group's own mortality database and the breadth of external primary and secondary healthcare data and medical literature have been used to create a unique piece of intellectual property. Just Retirement has so far researched databases containing over 20 million citations, narrowing this figure to over 20,500 relevant abstracts, which have been individually filtered for relevance and further narrowed to over 2,500 publications and reports to select the publications and reports that are most useful for the Just Retirement Group's analysis. Such publications and reports are stored within a Just Retirement Group-owned database. From these publications and Just Retirement's own analyses, the Just Retirement Group has transcribed data pertinent to the mortality risks of medical conditions, which are commonly present around retirement age. This allows PrognoSys to produce a bespoke survival curve for any set of conditions that are presented to it. These curves, which reflect the combination of relative risk generated from condition models, on the one hand, and base mortality and improvement factors, on the other, allows for the interaction of multiple conditions. In addition, there exists the flexibility to overlay other types of underwriting factors (e.g., post code and occupation). On the rare occasions that conditions are unknown to the system, they will be re-presented for individual underwriting and then added back into the system as integral functions. In addition, the in-house medical team continues to scan for new research material and for long-range warnings of developments in disease prevention, medication and customer care, which could lead to changes in longevity trends. As PrognoSys has continued to evolve, Just Retirement is able to assess healthier lives as well as more impaired lives.

In 2013, the Just Retirement Group initiated a second phase of the PrognoSysTM programme, which was completed in Q1 2015. The Just Retirement Group now uses PrognoSysTM to drive its pricing and acceptance criteria as well as reserving, supporting its confidence in the delivery of future profits. PrognoSysTM delivers an individual mortality curve for each customer, which shows the probability of their death at any time in the future. This is believed to be a powerful tool for pricing and reserving and has significantly enhanced the Just Retirement Group's competitive position.

7. Reinsurance

As part of its risk management policy, the Just Retirement Group has reinsured a substantial portion of its annuity new business with a number of key reinsurers. The Just Retirement Group transfers longevity risk from its own balance sheet to that of the reinsurer, but with the flexibility to recapture that reinsured business and future profits if longevity is shorter than expected. This results in a lower regulatory capital requirement and supports growth, while enhancing returns through the retention of investment risk.

Since its inception in 2004, the Just Retirement Group has been working with Hannover Re, widely regarded as one of the leading global reinsurers of annuities, as its key reinsurance partner. Under this reinsurance arrangement, Hannover Re consented to the Just Retirement Group's use of the JR Merica automated underwriting system and has historically supplemented the Just Retirement Group's own in-house proprietary IP by providing underwriting on a small number of seriously impaired cases. Just Retirement's pricing systems, data and the mortality basis for underwriting have been developed by, and remain under the control of, Just Retirement.

In addition to its longstanding relationship with Hannover Re, the Just Retirement Group has developed partnerships with other leading reinsurance firms, including RGA International and RGA Global Reinsurance Company, Ltd. (''RGA Global'') (covering up to 55 per cent. of its qualifying longevity risk in respect of its DB de-risking solutions business), General Reinsurance, London Branch (''General Re'') (covering up to 90 per cent. of its longevity risk in respect of its care annuities), Achmea Re and SCOR Reinsurance. The diversification of the Just Retirement Group's reinsurance relationships has supported competitive pricing for the Just Retirement Group and has allowed it to capitalise on a wider range of support than working solely with a single reinsurance provider.

The Just Retirement Group's reinsurance arrangements are designed to provide two main benefits:

• an ''underpinning'' of the mortality assumptions incorporated in the annuity rate calculations; and
• financing part of the Just Retirement Group's statutory solvency capital requirements.

The underpinning arises from the mortality basis specified in Just Retirement's reinsurance treaties with Hannover Re, Reinsurance Group of America (with respect to business entered into from 1 July 2012) and Achmea Re (with respect to business entered into prior to 1 July 2012). In the event that annuitants live longer than assumed, Just Retirement is able to recover from reinsurers the reinsured portion of future annuities (to the extent of the proportion reassured with them, as described below).

Currently, only Hannover Re is providing financing on 21 per cent. of new individual business, on which it provides up to 3 per cent. of the capital which Just Retirement is required to hold for statutory purposes in respect of the covered policies. This financing, together with associated interest and fees, is then repaid as and when future statutory profits emerge. Once this financing has been repaid in full, in the case of GIfL business, the Just Retirement Group has the option to recapture the business reinsured, which it would normally do in order to enjoy the benefit of the expected future profits.

Statutory profits would be expected to arise where higher interest rates are earned on the assets backing reserves by the reinsurers than have been incorporated in the reserving basis; and from heavier mortality occurring than assumed, which results in extra reserves being released and transferred to the profit and loss account.

Just Retirement does not reinsure its investment risk.

8. Investment Policy and Management

Just Retirement's investment strategy is designed to optimise risk-adjusted returns while ensuring that cash flows from its financial asset portfolio are sufficient to meet the annuity payment obligations arising from the Just Retirement Group's annuity portfolio. The profile of the Just Retirement Group's liabilities (being predominantly expected cash outflows to settle annuity payment obligations) requires that the majority of its financial asset portfolio be held in investment grade, fixed income securities, such as government bonds, corporate bonds (both public and private issuances) and infrastructure loans. The Just Retirement Group also invests in LTM assets, subject to strict risk tolerance limits that aim to ensure that cash inflows from maturing LTM assets match cash outflows from the annuity liabilities.

Currently, the Just Retirement Group must assess its capital on a Pillar 1 (regulatory capital) and Pillar 2 (individual capital assessment) basis and must hold sufficient qualifying regulatory capital to satisfy both tests. Asset-liability matching therefore requires the consideration of a range of cash flows, from the ''realistic'' cash flows used within the PRA's Pillar 2 risk-based capital requirements and embedded value projections (based on best estimate assumptions), to ''prudent'' EU directive-based Pillar 1 capital requirements projections (which contain prudential risk margins). Accordingly, the Just Retirement Group seeks to balance these conflicting cash flow requirements by investing based on ''realistic'' best estimate annuity liabilities, equity release estimates and bond cash flows, including an allowance for defaults. From 1 January 2016 the Just Retirement Group and, following completion of the Proposed Merger, the Combined Group, will assess its capital under the Solvency II regime but will adopt suitable asset-liability matching, based on Solvency II estimates of cashflows and bearing in mind the requirements of the matching adjustment. The Just Retirement Group sends very specific Key Rate Duration (KRD) instructions to its public bond investment managers (Robeco and Blackrock) with regard to investment of new business proceeds so as to ensure that the liabilities are closely matched, and so the asset liability matching process is closely controlled by the Just Retirement Group. The Just Retirement Group seeks to achieve a risk-controlled, tightly matched liquidity position by investing primarily in (i) debt securities and other fixed income securities; and (ii) LTMs. Monies not invested in these two categories are mainly invested in sterling-denominated cash funds.

The average yield of the Just Retirement Group's financial asset portfolio was 3.9 per cent. as at 30 June 2015 (reflecting a 3.6 per cent. average yield for its bond portfolio and a 4.2 per cent. average yield for its LTM portfolio (net of NNEG)), compared to 4.2 per cent. as at 30 June 2014 (4.0 per cent. for the bond portfolio and 4.6 per cent. for the LTM portfolio (net of NNEG)) and 4.4 per cent. as at 30 June 2013 (4.2 per cent. for the bond portfolio and 4.7 per cent. for the LTM portfolio (net of NNEG)). In addition, with respect to the Just Retirement Group's bond portfolio, the average yield for debt securities was 0.9 per cent. for AAA-rated bonds, 2.7 per cent. for AA-rated bonds, 3.2 per cent. for A-rated bonds, 3.4 per cent. and for all other bonds 4.1 per cent.

As at 30 June 2015, debt securities and other fixed income securities represented 55 per cent. and LTM assets represented 41 per cent., of the Just Retirement Group's total financial investments. The following table details the Just Retirement Group's financial investments as at 30 June 2015.

	As at 30 June 2015
	(£m)
Debt securities and other fixed income securities	4,674
of which:
AAA and Gilts .	791
AA	242
A	1,681
BBB	1,658
BB (and below)	120
Unrated .	182
Mortgage assets (LTMs)	3,472
Derivatives	51
Cash and cash equivalents	280
Deposits with credit institutions	18
Total financial investments	8,495

8.1 Debt securities and other fixed income securities

Just Retirement invests primarily in UK debt securities and other fixed income securities. These are a mix of index-linked investments, which match index-linked annuity cash flows, and non-linked investments. As at 30 June 2015, debt securities and other fixed income securities represented 55 per cent. of Just Retirement's total financial investments.

The public bond portfolio is managed by specialist fixed interest teams at Robeco and Blackrock. The terms of the agreement with each manager specify the parameters to be met in managing the Just Retirement Group's funds, including the range of permissible investments, issuer limits for fixed income securities and limits in relation to asset mix by credit rating. The Just Retirement Group also invests in private placements and, from July 2015, in infrastructure loans. The private placements are sourced and managed by a third party specialist manager, MetLife Investment Management (''MetLife''). The infrastructure loans are sourced and managed by a third party specialist manager, Westbourne Credit Management Limited.

The Just Retirement Group's Investment Committee reviews investment performance with Robeco, Blackrock and MetLife on a regular basis, with directors of JRL receiving presentations from the portfolio investment advisers on key issues relating to its financial assets, including a market overview and future investment policy.

The majority of the investment assets are non-linked investments, together with a smaller but rapidly growing portfolio of linked investments. The increasing importance of linked assets reflects the preponderance of linked liabilities in the DB buy-in/buy-out new business. The majority of the Just Retirement Group's debt securities are rated A, AA and AAA, with BBB-rated debt securities comprising 19.5 per cent. of total financial investments as at 30 June 2015. The Just Retirement Group does not actively invest in debt securities with a rating below BBB. The securities currently in its portfolio with a rating below BBB represent securities that have been downgraded and that the Just Retirement Group has retained. Securities with a rating of BB (and below) comprised 1.4 per cent. of the Just Retirement Group's total financial investments as at 30 June 2015.

The key principle underpinning the Just Retirement Group's approach to investing is to hold the significant majority of the bonds in its bond portfolio to maturity (a ''buy and maintain'' strategy), although it will consider exiting an investment when an investment manager raises concerns of possible issuer default (either sovereign or corporate) or when there are opportunities to improve risk adjusted returns. Just Retirement actively monitors the quality of its bond portfolio, and avoids concentration by sector or issuer and conservatively assesses its risk of suffering losses through the use of sophisticated, stochastic models. The average duration of the Just Retirement Group's fixed income holdings was 6.3 years as at 30 June 2015, compared to an average duration of 8.0 years for iBoxx Sterling Corporate Bond Index. This shorter bond portfolio duration, coupled with low investment in relatively higher-risk sectors and

geographies, exhibits the lower risk of the Just Retirement Group's bond portfolio compared to iBoxx Sterling Corporate Bond Index.

The Just Retirement Group does not currently hold Euro sovereign bonds, and, as at 30 June 2015, sterling-denominated bonds accounted for 92 per cent. of the Just Retirement Group's total bond portfolio.

Although sterling-denominated bonds accounted for 92 per cent. of the Just Retirement Group's total bond portfolio as at 30 June 2015, the Just Retirement Group's bond portfolio was not concentrated in particular geographies or industries. The following tables set forth breakdowns of the Just Retirement Group's total bond portfolio, by geography and by sector, as at 30 June 2015:

	As at 30 June 2015
	(%)
By Geography:
United Kingdom	51.8
North America	12.6
France .	8.1
Germany .	5.8
Scandinavia	3.5
Asia	6.2
Netherlands .	4.2
Switzerland	2.7
Other	5.0
Total	100.0
	As at 30 June 2015
	(%)
By Sector:
Financials	34.6
Utilities/industrials	19.6
Consumer	10.4
Communications	10.0
Debt securities	15.2
Other	10.2
Total	100.0

8.2 LTM assets

Just Retirement aims to invest approximately 25 per cent. of its annuity premiums into LTMs. As at 30 June 2015, LTMs invested in by the Just Retirement Group represented 41 per cent. of the Just Retirement Group's total financial investments. The reason LTMs represent more than 25 per cent. of its financial investments is because of the accumulated interest payable which has been added to the initial value of the LTM. LTMs currently offer a higher risk-adjusted yield compared to scarce long-dated fixed income securities, a better duration matching and, in conjunction with bonds, form an effective hedge for annuities. The absolute increase in LTMs, compared to previous balance sheet dates, reflects sales of new LTMs, further drawdowns, the accumulation of interest due on such mortgages and, in some cases, the fall in interest rates since the assets were originated.

Just Retirement has robust policies and procedures to ensure a high degree of control over origination of LTM products and is not reliant on acquiring books of mortgages originated by third parties. In addition, the vast majority of the Just Retirement Group's LTMs are derived from individual customers. The Just Retirement Group, therefore, has the ability to select high quality mortgages.

As at 30 June 2015, the average age of Just Retirement's LTM customer was 73 years, whereas the average age at commencement of the LTMs in the portfolio was 69 years. The average life expectancy of Just Retirement's LTM customers, based on the current LTM portfolio, was approximately 16 years. This portfolio had an average LTV of 25 per cent., with an average LTV at commencement of the LTMs in the portfolio of 23 per cent. for the twelve months ended 30 June 2015. For the year ended 30 June 2015, the

average loan size was £51,506 and the average property price was £250,682. As at 30 June 2015, of approximately 41,540 mortgages, only 20 have an LTV of more than 75 per cent.

With respect to lending limits, which are age dependent, the maximum loan on standard business terms advertised by the Just Retirement Group for properties in England is £600,000, and is £250,000 for other UK locations. Just Retirement will consider providing higher loans, but any loans above these thresholds are subject to individual consideration and are not guaranteed.

The property exposure of Just Retirement's LTM portfolio is geographically spread across the United Kingdom. The criteria Just Retirement uses to assess potential clients are very robust, which results in the maintenance of a strong portfolio of good quality properties against which the LTMs are secured.

The Just Retirement Group's LTM product incorporates a NNEG. The value placed on LTMs is net of a prudent provision for the NNEG based on option pricing techniques. This provision is updated monthly taking into account prevailing market house prices, an up-to-date assessment of expected future house price movements and an assessment of house price volatility.

9. Risk Management

The Just Retirement Group has established a risk governance and management framework, which is designed to provide control and oversight over the management of all financial and non-financial risks. As part of this framework, the Risk and Compliance Committee of the Just Retirement Board is principally responsible for assisting the Just Retirement Board in the discharge of its risk and regulatory oversight responsibilities. For additional information, see Part 6 ''Directors, Proposed Directors, Senior Management and Corporate Governance''.

The Just Retirement Group operates controls over the business in order to manage risk. The first line of defence is line management who devise and operate the controls over the business. The second line functions are risk management and compliance, who oversee and challenge the first line, ensure that the system of controls are sufficient and are operated appropriately, and measure and report on risk to the Just Retirement Group Risk and Compliance Committee. The third line function is internal audit, who provide independent assurance to the Audit Committee of the Just Retirement Board that the first and second lines are operating appropriately.

The Just Retirement Group maintains a consistent group-wide process for the timely identification and assessment of the risks to which it is exposed. The risk assessment process extends to all activities including the evaluation of new and changed business activities and the management of outsourced processes. Risks are identified and assessed against the Just Retirement Group's business objectives and risk appetite. All risks are assessed with and without the mitigating effect of existing controls. If existing controls do not reduce the risk to an acceptable level then additional management and operational procedures are identified and implemented.

The Just Retirement Group's risk management function works closely with the business to monitor risk issues, identify new and emerging risks and establish appropriate procedures to mitigate those risks. This enables the risk management function to assess the overall risk exposure and maintain a consolidated key risk profile that is reviewed quarterly by management and the executive risk committees and reported to the Just Retirement Board.

The risk management function is run by the Chief Risk Officer, a member of the Just Retirement Group's Executive Committee with a direct reporting line to the Chief Executive Officer and direct access to the Chair of the Risk and Compliance Committee. The Chief Risk Officer has a risk management function comprised of individuals with a broad range of experience and expertise to support him. The risk function is supported by the Just Retirement Group's operational risk management software SWORD, which helps the Just Retirement Group to identify key risks, provides increased visibility and control over enterprise wide risks, and promotes increased business intelligence.

10. Property

The Just Retirement Group operates from three adjacent locations in Reigate, Surrey, all of which are held on short-term leaseholds, as well as in Belfast, where TOMASTM, which provides bespoke and standard software and telephone support services that enable its business-to-business customers to deliver whole-of-market annuity broking services on both an advised and non-advised basis, is based. In addition,

the Just Retirement Group has recently started operations in Cape Town, South Africa where its offices are held on short-term leaseholds.

11. IT and Operations

The Just Retirement Group adopts a standardised approach to both hardware and software, using current and fully supported Microsoft-compatible systems wherever possible. This creates a cost-effective IT and service environment which has delivered consistently.

Bespoke systems have been developed by Just Retirement to manage GIfLs and LTMs new business processing in JRL and JRSL and policy administration in JRL. Developed in Microsoft languages, these systems connect with industry standard third-party solutions and some further specialist systems which together underpin the service capabilities of the business. The Directors believe that the Just Retirement Group's integrated IT system is one of its main advantages and has helped Just Retirement to deliver its service proposition, including industry-leading turnaround times, consistent service uptime of over 99 per cent. over the last 12 years, over 99 per cent. quote accuracy during the financial year ended 30 June 2015, automated guaranteed quotes, as well as consistently strong service results.

In addition, the Just Retirement Group's hardware platform is capable of scaling easily to support substantial increases in the volume of business written by Just Retirement for small incremental cost. The business operates a continuing IT investment programme to maintain hardware and software currency, as a result of which no substantial investment is planned in the near term to maintain current capabilities.

Just Retirement's IT staff has grown to support business growth, increasing from 39 employees as at 30 June 2006 to 120 full time and seven contract employees as of 30 June 2015.

12. Employees

As of 30 June 2015, Just Retirement had 769 employees, 94 per cent. of whom were located at Just Retirement's premises in Surrey. The table below sets out a breakdown by location of the average number of employees of the Just Retirement Group for the years ended 30 June 2015, 2014 and 2013.

	Year ended 30 June
	2015 2014		2013
	Average number of employees
Location
Reigate, Surrey	713	781	734
Belfast	48	53	47
Cape Town, South Africa	7	—	—
Total	769	834	781

Just Retirement was included in the Sunday Times Top 100 Companies to Work For five years in a row and was in the top 50 in three of those five years.

For more information on Just Retirement's pension scheme and the Just Retirement Employee Share Plans, see paragraphs 8 and 9 of Part 16 ''Additional Information''.

13. Corporate and Social Responsibility

Just Retirement seeks to operate in a socially responsible manner and aims to be sensitive to the cultural, social and economic needs of its local community and endeavours to protect and preserve the environment where it operates. Steve Melcher retains overall responsibility for Corporate Social Responsibility and the policies are listed below.

13.1 Treating Customers Fairly

Treating customers fairly is aligned with the Just Retirement Group's cultural heritage and philosophy about how its business should be conducted with customer-led decision making at the heart of the business. The Just Retirement Group provides a leading level of service based on understanding its customers, keeping its promises and seeking to exceed customers' expectations.

13.2 Environment

The Just Retirement Group, as a member of the business community, recognises its corporate responsibilities towards the environment in its various roles as insurer, investor, employer and consumer. It believes in the importance of environmental protection and that best environmental practice makes sound commercial sense and recognises that its business activities have direct and indirect environmental impacts, and endeavours to manage these in a responsible manner. All of the Just Retirement Group's premises offer full recycling, and the Just Retirement Group is committed to a programme of continuous improvement and reporting of its direct and indirect environmental impact covering such areas as heat and light, recycling, paper usage, colour printing, transport initiatives and reduction of its carbon footprint.

13.3 Employee practice

The Just Retirement Group is committed to providing equal opportunities to all employees, irrespective of their sex, sexual orientation, marital status, creed, colour, race, nationality, ethnic origin, disability, age, religion, beliefs or union membership status. These commitments extend to recruitment and selection and reward frameworks to facilitate a culture of diversity and equality and to foster a constructive working environment which helps to attract and retain the staff required to develop its business. In addition, the Just Retirement Group places an emphasis on learning and development for all employees to ensure they are equipped to perform their roles and to drive performance, which has resulted in an employee turnover rate of 16 per cent. for the financial year ended 30 June 2015. JRSA has a Broad-based Black Economic Empowerment Policy that governs diversity and equality in South Africa.

13.4 Health and safety

The health and safety of the Just Retirement Group's employees is a priority and is reviewed at regular intervals. Information on health and safety matters is communicated to staff through the normal communication channels. Under the Just Retirement Group's Health and Safety Policy, the Chief Executive Officer is accountable for health and safety.

13.5 Charity and the community

The Just Retirement Group creates opportunities for all of its employees to give something back to society and the local community where they work, through fundraising, youth mentoring and volunteering. Just Retirement supports charities and community initiatives that make a positive difference to people's lives.

In the financial year ended 30 June 2015, the Just Retirement Group's employees raised more than £13,000 with company matching for a broad range of charitable causes, including St Catherine's Hospice, Red Nose Day, BBC Children in Need and Alzheimer's Research UK. All employees' fundraising is matched for these four charities by Just Retirement, effectively doubling the amount these charities received.

13.6 Creditor payment policy and practice

It is the Just Retirement Group's policy to pay creditors when they fall due for payment. Terms of payment are agreed with suppliers when negotiating each transaction and the policy is to abide by those terms, provided that the suppliers also comply with all relevant terms and conditions.

PART 4 INFORMATION ON THE PARTNERSHIP ASSURANCE GROUP

1. Introduction

Established in 2005 following the acquisition of the business of Pension Annuity Friendly Society (''PAFS''), Partnership Assurance is a UK life insurer focused on retirement income products, offering better rates to customers who suffer from shortened life expectancy by utilising an intellectual property-led, capital-efficient business model.

In the UK retail retirement income market, Partnership Assurance's annuity products are purchased by customers either to provide a guaranteed income or to meet the costs of long-term care. It also sells limited volumes of individually underwritten protection products to customers with shortened life expectancy. In addition, it originates and purchases equity release mortgages with shorter expected durations, primarily to diversify its investment portfolio and enhance its risk-adjusted yields.

In DB de-risking solutions, Partnership Assurance is able to use its expertise and proprietary intellectual property in individual underwriting to price the longevity risk of pensioners within DB pension schemes more accurately, often resulting in more attractive prices for trustees.

The Partnership Assurance Proprietary IP dates back to Partnership Assurance's predecessor, PAFS, which began collecting detailed medical and mortality data on its customers and quote-seekers in 1995. It acquired PAFS in 2005 and with it this database.

Since then, Partnership Assurance has continued to gather detailed medical and mortality data on its customers and quote seekers; for each applicant, it asks up to 250 questions relating to factors likely to influence life expectancy compared to the five questions which are typically relevant for an annuity product which does not take medical or lifestyle risk factors into account. As this dataset has grown, it has increased the sophistication with which it determines its pricing, increasing the granularity of the life expectancy assessment.

The Partnership Assurance Group uses reinsurance to manage efficiently its regulatory capital requirements, improve pricing competitiveness and improve the quality of its earnings by reducing the potential volatility of a significant component of its profits.

Partnership Assurance's individual retirement income products are typically sold to customers by intermediaries. Its DB de-risking solutions are typically sold to scheme trustees via EBCs. It has implemented a multi-channel distribution strategy and has strong relationships with its key partners which have supported its growth in recent years.

Partnership Assurance is based in London and Redhill and, as at 30 June 2015, had 429 employees. It is led by its Chief Executive Officer Steve Groves, a qualified actuary who has led the day-to-day operations of the Partnership Assurance Group since 2006, initially as Managing Director and since 2008 as Chief Executive Officer, and who has 20 years of experience in the life insurance industry. The Partnership Assurance Group is authorised and regulated in the UK by the FCA and PRA.

2. History and development

Partnership Assurance was established following its acquisition of the business of PAFS in September 2005, funded by Phoenix Equity Partners and management. Launched in 1995 and structured as a mutual society run for the benefit of its members, PAFS's business model was focused on the collection and analysis of medical and underwriting data on each life for which an annuity was written. When it was acquired, the business already benefitted from a database containing 10 years of proprietary medical, underwriting and mortality data.

Since the acquisition of PAFS, Partnership Assurance has continued to focus on maintaining and improving the Partnership Assurance Proprietary IP via the continued collection and analysis of medical and mortality data from customers and quote-seekers. It has also continued to improve the Partnership Assurance Proprietary IP via the use of external medical consultants who provide input on the latest medical developments and advances in treatments.

In August 2008, Partnership Assurance was acquired from Phoenix Equity Partners by the Cinven Funds. Under the ownership of the Cinven Funds, it has further enhanced its business model and operational platform via a number of key initiatives, including strengthening its senior management team, launching new enhanced products, strengthening its distribution channels, restructuring its reinsurance arrangements and investing in the Partnership Assurance Proprietary IP and underwriting systems.

In June 2013, Partnership Assurance was admitted to a premium listing on the London Stock Exchange and undertook an IPO of shares.

As a result of the market disruption following the 2014 Budget announcement, Partnership Assurance implemented cost management proposals targeted at maintaining technical and product development expertise.

On 3 March 2015, the Partnership Assurance Group announced an agreement to issue a £100 million subordinated bond to the Cinven Funds, its majority shareholders. Following this announcement, the Subordinated Notes were issued on 24 March 2015 by Partnership Assurance, and were purchased in their entirety by the Cinven Funds. The Subordinated Notes were admitted to the Official List and to trading on the London Stock Exchange's regulated market on 19 May 2015.

3. Business Description

The following description sets out the Partnership Assurance Group's operations, detailing the Partnership Assurance Proprietary IP, products, distribution channels for its offerings, pricing and underwriting of the Partnership Assurance Group's policies, reinsurance of the Partnership Assurance Group's products, investment management and risk management.

3.1 Partnership Assurance Proprietary IP

The design and pricing of the Partnership Assurance Group's products are based upon its set of proprietary medical and mortality data and research which was first established in 1995 and has been updated and developed with additional research and data collected since that time.

For an annuitant, the rate offered by an annuity provider represents the value of the total payment received by the annuitant annually in exchange for the annuitant's payment of an up-front lump-sum premium. For a provider of annuities, the key factor determining the pricing which can be offered to a customer is the life expectancy of the annuitant. The shorter life expectancy of an annuitant with medical or lifestyle risk factors leads to a smaller number of expected payments, with each payment being higher, and a shorter term on the product sold, which makes the expected investment return generated over the life of the policy a smaller component of pricing than in the case of annuities for those with a healthy life expectancy. Consequently, the accuracy of a provider's mortality assumptions is an important determinant of the accuracy of its pricing, the quality of its earnings and the strength of its balance sheet.

Through its acquisition of PAFS, Partnership Assurance first established underwriting tables and associated mortality tables in 1995 based on medical research, statistical analysis and expert opinion. The underwriting experience and mortality data obtained over the past 20 years has enabled Partnership Assurance to use this data to continue to enhance its underwriting systems and processes and so compete for new business. These underwriting systems integrate the medical and mortality datasets used to price annuities on a case-by-case basis. Because Partnership Assurance's price quotation takes into account about 250 rating factors per life, Partnership Assurance is typically able to offer higher annuity rates to those with reduced longevity with a high degree of confidence.

As PAFS, Partnership Assurance's original strategy was to underwrite severely impaired lives with very short life expectancies. Over time Partnership Assurance used its understanding of severely impaired life longevity to make underwriting decisions for lives with marginally less severe impairments, and so expanded its underwriting proposition from severely impaired lives through to mild impairments, gaining additional mortality data as it grew. Partnership Assurance also expanded into underwriting based on lifestyle factors, such as smoking, on the basis of external research and the methodology and processes which it had developed in underwriting severely impaired lives.

Using the Partnership Assurance Proprietary IP, Partnership Assurance has developed an approach to pricing joint-life annuity policies where one life has reduced life expectancy and one life is ''healthy''. Using this data, Partnership Assurance is also able to provide DB de-risking and annuity buy-in and buy-out solutions to pension scheme trustees where certain members and their spouses are both healthy (rather than requiring at least one of the member or spouse to have reduced life expectancy).

Partnership Assurance therefore benefits from an understanding of the whole spectrum of lifestyle and medical risk factors and their impact on life expectancy.

The key features of Partnership Assurance's medical and mortality dataset can be summarised as follows:

• It is proprietary in nature and securely held within the Partnership Assurance Group. Access to the Partnership Assurance Proprietary IP is tightly controlled and, in particular, there is a strict separation of duties and information access between the underwriting and pricing teams. Only a very limited number of individuals in the research and development team have access to the full Partnership Assurance Proprietary IP.
• It has been accumulated over a significant length of time. The 20 year period of time over which the dataset has been collected adds to its statistical credibility and narrows the range of underwriting estimates. Partnership Assurance issued over 110,100 annuities over this 20 year period.
• It contains a large number of rating factor data points for each individual case. The questionnaires which annuitants are required to complete in order to receive a quote or purchase an annuity are standardised across the UK life insurance industry and are broadly based upon five questions to be answered. Partnership Assurance collects on average (excluding care annuities and products sold via its PA Lite process) approximately 250 data points for each life, as well as taking into account additional information, such as medical reports and general practitioner assessments, provided by applicants, on each life insured before performing an assessment of life expectancy. These data points can be generalised to create a large number of potential medical and lifestyle factors to evaluate when profiling a potential customer.
• It can be updated on an accelerated basis. The medical and lifestyle risk factors of the individuals purchasing the products shorten the duration between policy provision and an annuitant's death, and result in higher levels of mortality experience for the Partnership Assurance Group as compared to an annuity provider who offers a significant proportion of its annuities to those with a healthy life expectancy. For the year ended 31 December 2014, based on the Partnership Assurance Proprietary IP, the average life expectancy for a typical Partnership Assurance customer purchasing an annuity was 25 per cent. lower than the average life expectancy for a healthy individual of the same age (source: Partnership Assurance calculations). As a result, Partnership Assurance is able to update its mortality assumptions on a more frequent basis to create a richer dataset.

Partnership Assurance reviews its mortality dataset and pricing models at least on an annual basis with periodic reviews throughout the year, to optimise the statistical credibility of the information underlying its longevity pricing assumptions through the following means:

• The Partnership Assurance Group compares actual deaths with expected deaths and investigates variances. In so doing, Partnership Assurance incorporates new mortality data into its database and adjusts rating factors in its pricing models and underwriting systems and processes to reflect the latest available data.
• Advanced statistical methods are used to perform analysis of the risk factors and the experience analysis to further improve the calibration of the underwriting systems and mortality tables.
• Partnership Assurance consults with four medical officers (all qualified doctors) and other consultants to incorporate new diagnostic methods and medical treatments. Partnership Assurance conducts research on certain conditions where material gains in treatments may be possible. This research has been conducted in-house by Partnership Assurance's chief underwriter and research and development department as well as being conducted on its behalf by external experts.
• Partnership Assurance closely monitors its competitive position in terms of quote conversions for each medical condition group and level of impairment. Where it observes that its conversion ratios are significantly different from those of its competitors, it investigates the reasons for the difference.

Partnership Assurance's reinsurance partners conduct due diligence on the Partnership Assurance Proprietary IP before entering into reinsurance agreements and during the term of those agreements. In addition, the PRA reviews the reserves which Partnership Assurance sets to support its annuity risks as part of a regular process to assess the minimum levels of regulatory capital which Partnership Assurance is obliged to hold.

3.2 Customer proposition and products

As set out in Part 5 ''Regulatory Overview'', prior to the Pension Reforms announced in the 2014 Budget and implemented in April 2015, the UK retirement income market comprised two key products, annuities and income draw-down. Annuity products can be underwritten based on a limited number of rating factors (predominantly age and postcode), or based on a greater number of rating factors (and in effect on an appraisal of the customer's medical health). GIfLs using a greater number of rating factors can therefore cater for a spectrum of impairments ranging from light to severe and, because the pricing methodology takes into account a number of factors which determine longevity, typically offer higher regular annuity payments than products which do not take these factors into account. Partnership Assurance writes annuities across impaired, lifestyle and low level medical impairments (included smoker).

Partnership Assurance's annuity products are purchased by customers either to provide a guaranteed income (retirement annuities) or to meet the costs of long-term care (care annuities). Partnership Assurance also sells limited volumes of individually underwritten protection products to customers with impaired lives.

While it has not been compulsory for people to annuitise their pension savings since 2010, the Pension Reforms may increase the number of people shopping around but potentially decrease the number of annuities purchased and increase the proportion of people taking income directly from their pension savings, either via drawdown or cash withdrawals.

(a) DB de-risking/Bulk annuities

The segment for DB de-risking or bulk annuities has been active for approximately 20 years, as corporate sponsors and trustees focus on active deficit and risk reduction management strategies for these legacy schemes. Bulk annuities provide a guaranteed retirement income to pension scheme members, while removing or reducing exposure to pension risk and uncertainty for the corporate sponsor and the pension scheme trustees.

Until 2012, when Partnership Assurance first started to develop its focus on GIfLs based on medical and/or lifestyle factors for DB de-risking schemes, the DB de-risking sector primarily relied on underwriting factors such as pension amount and postcode in order to assess life expectancy. Partnership Assurance also uses health and well-being information collected directly from a subset of members in order to medically underwrite each transaction.

Bulk annuities have been unaffected by the pension reforms and commentators predict significant growth in this segment. It is projected that the overall DB de-risking segment could increase to over £20 billion per annum by 2020 (source: KPMG Bulk Annuity Market Insight Report).

By bringing Partnership Assurance's high data approach to the DB de-risking segment, it is able to use its expertise and proprietary intellectual property in medical underwriting to price the longevity risk of pensioners within DB pension schemes more accurately, often resulting in more attractive prices for trustees.

Partnership Assurance was among the first companies to offer this proposition to the UK DB de-risking segment in 2012 and wrote £84 million and £247 million of bulk annuities in 2013 and 2014, respectively, and £68 million in the six months to 30 June 2015.

Partnership Assurance's core focus is bulk annuity transactions priced using medical and lifestyle data from pensioners. There are currently two key propositions aligned with this focus. Firstly, pension schemes with liabilities under £100 million, as these pension schemes are typically not large enough for traditional low data pricing to accurately reflect their risk profile—there are approximately 5,000 such pension schemes, representing an estimated £180 billion of liabilities. Secondly, insuring the largest pensioners in pension schemes larger than £100m in size in what is known as a ''top slicing'', as traditional pricing methods are prudent for such pensioners—there are 1,200 such pension schemes with approximately £100 billion of liabilities. Partnership Assurance's 'top-slicing' and 'selective risk removal' propositions for such larger pension schemes transfer the risk for a specific population of scheme members, rather than the whole scheme, allowing trustees to insure those pensioners with the largest liabilities, and hence the highest concentration of risk, or to selectively remove risks within the scheme, for example, by purchasing a bulk annuity to cover pensioners who retire early due to ill health. Partnership Assurance can therefore bring the benefits of medical underwriting to the entire spectrum of DB pension scheme sizes.

(b) Annuities

(i) Individual annuities

The majority of annuities written by Partnership Assurance are sold to customers with a reduced life expectancy, where longevity has been reduced as a result of diseases such as cancer or other medical conditions, and to customers with lifestyle conditions which typically indicate a propensity for future medical conditions to develop, such as high blood pressure, obesity or high cholesterol, who smoke or have previously smoked, or who have any combination of these factors. Income rates on Partnership Assurance's annuities generally exceed income rates on products which do not take into account medical or lifestyle factors. Income rates for customers where longevity has been reduced as a result of medical conditions are typically higher than rates for customers with lifestyle conditions compared to customers of the same age.

(ii) Care annuities

Partnership Assurance's care annuity products are designed to provide a guaranteed level of income for customers who are entering residential care or who are receiving domiciliary care. In contrast to retirement annuities, where payments are made from Partnership Assurance to the annuitant, care annuities are structured so that payments are made by Partnership Assurance directly to the care provider, usually on a monthly basis, for the rest of the customer's life. This results in tax-free payments being made to the care provider on the customer's behalf. Payments can begin immediately or can be deferred for a period as indicated by the customer. There is value protection in the event of early death: a 100 per cent. return of premium in the event of a death within one month of sale of the policy, a 50 per cent. return in the case of a death within three months, and a 25 per cent. return in the case of a death within six months. In addition, a customer can further protect up to 75 per cent. of his or her premium payment for an additional premium. Partnership Assurance's care annuity sales in 2014 totalled £76 million and £33 million in the six months to 30 June 2015.

(c) Individually underwritten protection

Partnership Assurance also writes a limited amount of individually underwritten life protection business for individuals who have an impaired life expectancy. Protection products pay out a pre-determined amount on death of the policyholder in exchange for a single premium or regular premium payments over the life of the policy. While not a large component of Partnership Assurance's business, the individually underwritten life protection segment is attractive to Partnership Assurance because it serves an important customer need and also provides regulatory capital diversification benefits to Partnership Assurance. Individually underwritten protection sales in 2014 totalled £3 million single premium equivalent (''SPE'').

3.3 Distribution

(a) Sales process

Partnership Assurance distributes its products primarily through intermediated channels, comprising FAs, EBCs, banks and other corporate partners. Partnership Assurance's distribution strategy has been designed to support and grow its distribution partner relationships to provide an effective route to market for Partnership Assurance's products as well as to increase customer awareness regarding the benefits of individually underwritten products.

Partnership Assurance requires information on each customer's medical status prior to offering an annuity price quote. Partnership Assurance has developed two processes by which this data can be captured in order to offer an annuity price and to access the broadest pool of retirees. First, Partnership Assurance captures data provided in industry-standard medical questionnaires, provided by Partnership Assurance's distribution partners on behalf of customers. This process requires customers to provide detailed information relating to current and historical medical and lifestyle conditions. Partnership Assurance supplements this patient disclosure with a range of other data gathering exercises on a sample basis, including in-house examination of a patient's general practitioner medical notes and, in the case of smoker annuities, home visits by qualified nurses. Partnership Assurance has developed its short-form questionnaire sales process called PA Lite in order to provide quotes to customers who are unable or unwilling to complete full medical questionnaires. Having captured between 5 and 10 medical data points using the PA Lite form, Partnership Assurance is then able to use those data points and the Partnership Assurance Proprietary IP to price an annuity. The PA Lite process was originally designed to capture

business which Partnership Assurance would not otherwise obtain due to small sizes of the customers' pension funds and the minimal benefit of filling out a full questionnaire, but increasingly the process is useful for total pension income exchange (TPIE) exercises and for initial triaging of customers by new breed specialist FAs, which could in turn lead to a full assessment of a customer's life expectancy or to provision of a quote on the basis of the PA Lite process.

(b) DB de-risking

Partnership Assurance does not provide advice to scheme trustees. The advisory component of the purchase of a bulk annuity is provided by a scheme trustee's EBC (individual members do not normally receive advice in connection with a DB de-risking transfer).

During 2014, Partnership Assurance strengthened and extended its DB proposition to offer trustees an improved fit of product to trustee requirements. Partnership Assurance's traction in this growing segment is beginning to grow, as demonstrated by the growth of DB premiums from £84 million in 2013 to £247 million in 2014, and a pipeline of opportunities spread across various EBCs reflecting both the increasing recognition of medical underwriting in DB de-risking and the stronger and broader relationships with EBCs.

(c) Distribution of retirement income products

Partnership Assurance's distribution approach for its annuity products has been designed to:

• cultivate a diverse set of distribution channels;
• develop and maintain strong relationships with specialist FAs, financial advice networks, banks, EBCs and corporate channels; and
• provide distribution partners with the efficient service they need to manage their businesses effectively.

For the years ended 31 December 2012, 2013 and 2014 and the six months ended 30 June 2015, approximately 80 per cent. of Partnership Assurance's retirement annuities were distributed via the FA channel. While FAs remain a key channel for Partnership Assurance, Partnership Assurance continues to diversity its distribution activities in order to access new pools of demand from retirees. Partnership Assurance's distribution strategy is currently structured as follows:

• For retirees actively looking to purchase an annuity other than from their incumbent pension provider, Partnership Assurance operates through a network of FAs, across specialist and general financial advisers. Recently a new set of specialist annuity FAs has emerged with a view to taking advantage of the growth in the annuities segment. These specialist FAs seek to offer strong process and marketing-oriented capabilities in order to triage customers based on level of impairment.
• For retirees who purchase an annuity through their incumbent pension provider, Partnership Assurance has put in place arrangements with UK life assurance companies and pension providers, such as B&CE and Royal London, to offer annuities where the corporate partner is unable or unwilling to provide a quote. These arrangements provide access to vesting pension customers who may not otherwise look beyond their incumbent pension provider.
• For retirees who are part of employer DB pension schemes, Partnership Assurance works with EBCs to offer TPIE and buy-outs or buy-ins of small and mid-sized DB pension schemes as de-risking processes for scheme participants, trustees and corporates.

The table below sets out Partnership Assurance's 2014 and H1 2015 individual annuity SPE by distribution channel.

	H1 2015 % of SPE	FY14 % of SPE
FAs	83%	89%
Corporate partners	12%	5%
EBCs	5%	6%
Total	100%	100%

(i) FAs

The FA channel is key to Partnership Assurance's distribution activities. Annuities represent an important purchase for retirees and are well-suited to the advisory channel.

Partnership Assurance has increased its presence in the FA segment via a number of initiatives:

• a highly analytical approach to the use of sales data analysis to assist the Partnership Assurance Group in quoting and subsequent follow-up with FAs to secure sales. In particular, Partnership Assurance tracks the performance of FAs and FA networks in terms of FAs quoting, number of quotes, quote-to-sale conversion ratios, pipeline activity and completed sales;
• the implementation of marketing services agreements with key FA networks. These agreements typically provide Partnership Assurance with the right to market its products to each organisation's advisers, significantly increasing the familiarisation of advisers with Partnership Assurance's products;
• the use of web portals, such as Iress and iPipeline, which are integrated quotation systems that link Partnership Assurance to an FA's IT systems and offer indicative quotes based on FA input; and
• the implementation of a programme of FA education on the benefits to customers of annuities which are individually underwritten using medical or lifestyle factors.

FAs were previously remunerated through a commission payment from the product provider. However, as a result of the RDR, commissions can only be paid in the case of a non-advised sale, a model operated by a number of specialist FAs such as Hargreaves Lansdown and Age Partnership. Other than in these situations, FAs are now generally remunerated through payment by the customer of an agreed fee, which, for the sale of an annuity, can be deducted from the customer's pension fund. As a result, there is little practical difference between commission-based and fee-based FA remuneration for the customer.

FA sales information is gathered by Partnership Assurance based on Partnership Assurance's own record of product sales and through available industry data from third party systems, which collate total sales data by product for each FA firm.

Partnership Assurance's corporate partner distribution strategy is designed to target annuity business to which the Partnership Assurance Group would not otherwise have access because the retiree has chosen to stay with his or her incumbent pension provider or is not accessing advice through the FA channel.

In 2014, approximately 45 per cent. of retirees purchased an annuity other than from their incumbent pension provider (source: ABI). A significant number of retirees therefore currently purchase an annuity from their vesting pension provider.

(ii) Distribution of care annuities

Partnership Assurance's distribution strategy for care annuities recognises that only a small proportion of those needing long-term care receive any form of financial advice (source: Oliver Wyman, 2011).

Care annuities are a specialist product requiring a high level of adviser knowledge. A growing awareness of the potential benefits of care annuities is leading to more care annuities being distributed by traditional FAs. An increasing number of traditional FAs are now able to provide advice on care annuities and Partnership Assurance works with these advisers to streamline sales processes and increase adviser and customer awareness.

Partnership Assurance also works with central government and local authorities to establish a process for raising education on the availability of annuities for those entering residential care and promoting their potential benefits, especially for individuals whose personal financial circumstances do not entitle them to state funding for residential or domiciliary care.

As part of its effort to raise awareness of care annuities, Partnership Assurance has set up the not-for-profit information website www.payingforcare.org. The website acts as an independent source of advice for those considering how to fund long-term care, provides direct links to specialist FAs who advise on care annuities and offers users a care funding cost ''widget'', which demonstrates the potential cost of receiving residential care and consequently encourages visitors to seek more detailed

financial advice. Partnership Assurance is currently working with other potential sources of customer interest in order to attract additional traffic to the site and, ultimately, to specialist care annuity advisers, including residential care home groups, charities and other social groups with an applicable member base.

(iii) Distribution of protection products

Partnership Assurance distributes its protection product through two key channels:

• Partnership Assurance distributes its products through a range of specialist FAs who are experienced in sourcing protection products for customers with impaired lives.
• Partnership Assurance also has an exclusive agreement with Legal & General to offer its products to customers with impaired lives. In circumstances where Legal & General is unable or unwilling to provide a quote because of the customer's impairment, the partner refers the case to Partnership Assurance in order to secure a quote. This process allows the partner to fulfil its 'Treating Customers Fairly' obligations. Partnership Assurance does not provide advice to those individuals referred.

3.4 Pricing and underwriting

(a) Pricing approach

Partnership Assurance sets its product margins with the aim of ensuring that new business written in a period is capital generative.

Annuity, DB and LTM pricing decisions are the responsibility of the Partnership Assurance pricing committees, staffed by senior members of Partnership Assurance's management team and subject to operating guidelines, targets and certain parameters set by the Partnership Assurance Board.

The retail pricing committee is responsible for setting the commercial margin over the minimum technical price for retirement and care, in order to meet the Partnership Assurance Group's margin and sales volume targets, taking into account competitive and market dynamics, with consideration given to materials and recommendations provided by the retail pricing and sales teams. This committee delegates day-to-day retail pricing operations to Partnership Assurance's retail pricing team, which is led and managed by qualified actuaries. This team determines the minimum technical price for an annuity given prevailing investment yields, the type and level of impairment and the capital requirements of the individual case. The pricing analytics team is responsible for implementing the commercial margin over the minimum technical price in order to meet the Partnership Assurance Group's margin and sales volume targets, taking into account competitive and market dynamics.

As bulk annuity products tend to be tailored to the specific scheme, the commercial pricing offered on any transaction is determined on a case by case basis. This takes into account the scheme characteristics and benefits, the premium size and general attractiveness of the transaction. For routine cases the minimum commercial price is determined by sales and finance with oversight from actuarial assurance. Larger transactions are notified to and/or approved by the Partnership Assurance Board.

Annuity pricing quotes provided to customers are guaranteed for a limited period only, typically 14 and 28 days for retirement and care policies, respectively, for the customer to accept the quote and a total of 28 and 42 days for retirement and care policies, respectively, for the customer to pay the premium, beyond which Partnership Assurance has the ability to cancel or re-price the quote.

(b) Underwriting approach

Partnership Assurance has developed and owns its underwriting manuals and systems and all underwriting is performed in-house with a small number of complex cases reviewed by its medical officers and/or reinsurers. Partnership Assurance's underwriting team comprises a technical underwriting function, which is responsible for developing and maintaining Partnership Assurance's underwriting systems, including automated underwriting engines and manuals, and ensuring compliance with those manuals, and an operational underwriting function, which takes the day-to-day assessment of life expectancy decisions on a case-by-case basis.

The assessment of life expectancy, whether system or manual, is performed by assessing the medical conditions and other risk factors for each life and then calculating an adjustment to the healthy life expectancy. The healthy life expectancy tables are set by the research and development team and are based on the most recent outlook for healthy lives using both the current mortality rates and the view on future mortality improvements.

Underwriting of the main medical and lifestyle conditions is based on underwriting manuals which have been developed internally, and these have been translated into an automated system which allows the underwriter to make a consistent and accurate reduction in life expectancy in line with Partnership Assurance's previous experience, while also preserving the underwriter's ability to reach a final decision using additional adjustment if deemed necessary.

Partnership Assurance's underwriting systems are used only by those with the relevant underwriting authority within the operational underwriting function and technical underwriting team. Underwriting authority levels are strictly controlled and monitored, and regularly reviewed.

(i) Fully underwritten retirement annuities

For annuities fully underwritten using medical and lifestyle factors, underwriting is performed by assessing the life expectancy on an individual basis using data from the industry-standard common quotation request form and any additional information supplied by the customer's intermediary.

The majority of cases are underwritten using an automated system, with rarer or more complex cases being referred to an underwriter for assessment. A general practitioner report is obtained prior to a binding quotation being issued for large or complex cases, and these cases are generally reviewed by one of a panel of external medical experts. General practitioner reports are typically obtained for approximately 5 per cent. of cases quoted.

For a partially random and partially criteria-based sample of policies, a general practitioner report is obtained following issuance of the policy. This sample generally involves approximately 30 to 40 per cent. of non-smoker policies. In these situations, the underwriting team performs an assessment of life expectancy for each life for a second time, using the information from the general practitioner's medical report and the policyholder's common quotation request form data. This process allows Partnership Assurance to assess the quality of policyholder disclosure. In addition, where there are trends of over or under disclosure, Partnership Assurance reflects any required adjustments either in the underwriting systems or to the mortality tables.

Partnership Assurance monitors policyholder mortality and reviews the Partnership Assurance Proprietary IP regularly in order to improve the quality of Partnership Assurance's future life expectancy predictions.

Partnership Assurance uses an automated process for performing the assessment of life expectancy for the majority of fully underwritten cases, whether through annuity on-line portals (such as Avelo and Hargreaves Lansdown) or paper-based common quotation request forms. For paper-based applications, the automated process speeds up the initial stage of performing the assessment of life expectancy, allows underwriters to make manual adjustments based on the specifics of each case and improves the efficiency and consistency of underwriting.

For annuities covering smoker conditions without medical impairments, Partnership Assurance requires policyholders to accept a visit from a qualified nurse after the policyholder accepts the quote but before the policy goes on-risk. The nurse carries out a smoker-verification test and asks a number of other connected and medical questions. A voluntary health assessment is also performed where the retiree consents to it. The questions and answers from the nurse visits are recorded on Partnership Assurance's systems for audit and future analysis. Where the applicant fails one or more of the tests, the applicant has the option of taking a reduced annuity with Partnership Assurance or seeking an annuity from another provider.

(ii) PA Lite

The PA Lite process for performing the assessment of life expectancy for annuities makes use of a short-form questionnaire covering the most common medical conditions. Partnership Assurance has calibrated a set of life expectancy assessment decisions to this short-form question set and derived appropriate mortality assumptions. The PA Lite underwriting process is not used where competitor quotations are derived from the full common quotation request form, ensuring that Partnership Assurance is not placed at a competitive disadvantage. In order to check the accuracy of information

submitted in quotation requests, Partnership Assurance performs, on a random sample basis, verification of the information by obtaining a general practitioner's report. Where a customer's pension fund exceeds £100,000, Partnership Assurance requests a full general practitioner report on the customer after issuance.

(iii) DB

The members of DB pension schemes are underwritten allowing for the medical and lifestyle information provided for each member. This can be a combination of short questionnaires provided by members as well as telephone interviews conducted by a third party specialist and medical reports. Underwriting is undertaken relying on other factors such as postcodes for those members for whom medical and lifestyle information is not available, or for members with benefit amounts that are not material to the scheme liability.

(iv) Care

Care annuities are underwritten based on demographic, lifestyle and medical factors and capacity to perform daily activities. The assessment is performed by in-house underwriters using information supplied by the applicant on the industry common form, along with a general practitioner's medical report and a care manager's report, all of which are obtained prior to issuing a binding quote.

3.5 Reinsurance

Transferring a proportion of longevity risk to its reinsurance partners has been a strategic component of the Partnership Assurance Group's pricing model which reduces the volatility of future profits, improves pricing competitiveness and improves returns on capital. These arrangements have the following features:

• Partnership Assurance is able to limit the amount of underwriting risk retained after reinsurance, allowing it to increase capital efficiency. Approximately 61 per cent. of Partnership Assurance's in force longevity risk is reinsured as at 30 June 2015, reducing Partnership Assurance's exposure to the risk that customers live longer than expected. Partnership Assurance continues to retain investment risk. These arrangements reduce the amount of capital which Partnership Assurance is obliged to set aside as reserves to support future annuity payments, which results in a smaller and more efficient balance sheet for Partnership Assurance's shareholders. They also reduce the impact on Partnership Assurance's profits of any deviations in mortality experience, reducing the volatility of Partnership Assurance's earnings arising from this risk.
• Partnership Assurance is able to utilise the Partnership Assurance Proprietary IP by using its own underwriting systems and mortality tables. Where necessary, the Partnership Assurance Group provides its reinsurer partners with controlled access to this information in support of basis development, due diligence and audit, enabling it to secure cost effective reinsurance. It also allows the Partnership Assurance Group to engage reinsurers on an exclusive basis in return for restricted access to risks underwritten using the Partnership Assurance Proprietary IP.
• As Partnership Assurance's customers have shorter life expectancies, Partnership Assurance's exposure to medical breakthroughs which could impact on its in-book profit margins is reduced. Reinsuring the business passes on most longevity risk to reinsurers. Partnership Assurance uses a medical tracking service which highlights research which may impact longevity developments to provide an early warning indicator of changes in life expectancies.
• Partnership Assurance manages its reinsurance counterparty credit exposure by utilising global reinsurers who are all currently rated A or above (Standard & Poor's or equivalent). In addition, credit risk is mitigated via collateral arrangements. The credit exposure to reinsurers is generally matched by either assets deposited back as collateral to Partnership Assurance or deposited in trust for the benefit of Partnership Assurance. Partnership Assurance becomes the legal owner of the collateral assets on default of a reinsurer under these arrangements.
• The use of reinsurance ensures third party due diligence and validation of the Partnership Assurance Proprietary IP. Each reinsurer's due diligence process includes an analysis of the quality of the Partnership Assurance Proprietary IP and the accuracy of Partnership Assurance's reserving of insurance liabilities.

Partnership Assurance's reinsurance strategy has been designed to deliver these key features within a stable, long-term set of arrangements.

(a) Overview of Reinsurance Arrangements

Partnership Assurance's approach has been to build long-term relationships with its reinsurance partners. This has allowed Partnership Assurance to optimise its reinsurance pricing from a capital and risk perspective. The table below lists, for business written from 2010 to 14 May 2015, Partnership Assurance's reinsurance partners by treaty grouping along with the percentage of longevity and investment risk assumed by the reinsurers under the treaties.

Reinsurer	Treaty coverage	Longevity risk assumed by reinsurer	Investment risk assumed by reinsurer(1)
Hannover Re	Care (since July 2009)	42.5%	—
Hannover Re	Retirement—medically impaired (July 2009 to June 2011)	85.0%	—
Hannover Re	Retirement—medically impaired (July 2011 to March 2012)	70.0%	—
Pacific Life Re	Retirement—lifestyle (December 2008 to November medically impaired 2012)	80.0%	—
Pacific Life Re	Retirement—medically impaired (April 2012 to November 2012)	70.0%	—
Pacific Life Re	Retirement—medically impaired and lifestyle (November 2012 to May 2014)	70.0%	—
Pacific Life Re	Retirement—medically impaired and lifestyle (since May 2014)	50.0%	—
Pacific Life Re	Retirement—smoker (since February 2008)	85.0%	85.0%
Pacific Life Re	DB (January 2012 to December 2013)	70.0%	—
General Re	Protection (since February 2009)	65.0%	65.0%

(1) Investment risk represents the risks relating to the investment of proceeds for the sale of annuities, including, for example, default risk, interest rate risk and foreign currency risk.

Partnership Assurance has negotiated an exclusivity arrangement with Pacific Life Re which contractually restricts the ability of Pacific Life Re to reinsure annuities for Partnership Assurance's competitors with respect to annuities for which full life expectancy assessments are performed.

Partnership Assurance's ability to negotiate economically attractive reinsurance terms has been driven by the following key factors:

• reinsurers are able to access a pool of annuity risks which have been underwritten by Partnership Assurance on the basis of its proprietary underwriting, mortality database and the Partnership Assurance Proprietary IP. Reinsurers are therefore able to act as capacity providers, with minimal technical and operational investment;
• the longevity exposure provided by Partnership Assurance's annuity portfolio naturally hedges a proportion of certain mortality risks present in reinsurers' protection books, as the reinsurer's risk of early death on protection business offsets the annuity provider's risk of longer lifespans on annuity business; and
• reinsurers typically have a lower cost of capital than primary insurers. Partnership Assurance is able to take advantage of this cost of capital synergy when it negotiates pricing with its reinsurance partners.

3.6 Investment management

Partnership Assurance's investment portfolio is held in fixed income securities, commercial mortgages, cash and equity release assets, which are all subject to strict risk tolerance limits. Partnership Assurance's objective has been to invest in capital efficient assets that provide a high risk-adjusted yield (which is used to determine the rate at which insurance and other financial liabilities are discounted) and are within Partnership Assurance's risk appetite. Partnership Assurance's investment strategy has been to invest in a mix of assets in order to achieve these objectives and to match the cash flow and duration of its annuity liabilities. As at 30 June 2015, Partnership Assurance's total investment portfolio amounted to £5.0 billion and consisted of approximately 70 per cent. approved securities and fixed income securities, approximately 25 per cent. equity release mortgages, approximately 1 per cent. commercial mortgages and approximately 5 per cent. cash.

(a) Fixed income investments

The fixed income investment policy has been set by the Partnership Assurance Board and based on advice from the Chief Investment Officer and Partnership Assurance's investment committee. The day-to-day implementation of this policy is outsourced to Insight Investment Management (Global) Limited (''Insight Investment Management'') under an investment management agreement which specifies strict portfolio allocation and risk limits, including interest rate, credit and concentration limits.

(b) Fixed income risk limits

Insight Investment Management is required to keep Partnership Assurance's fixed income portfolio within certain limits as a percentage of fixed income and equity release assets which can be relaxed on approval from the Partnership Assurance Board if required to support the Partnership Assurance Group's investment strategy.

As at 30 June 2015, investments were as allotted as follows: 13 per cent. in AAA rated bonds, seven per cent. in AA rated bonds, 23 per cent. in A rated bonds and 26 per cent. in BBB rated bonds. By sector, 35 per cent. of the total asset portfolio was held in financial bonds of which bank bonds were 23 per cent. of the portfolio, excluding AAA rated covered bonds. Non-financial sector bonds made up 33 per cent. of the fund.

As at 30 June 2015, the value of fixed income investments was £3.5 billion.

As at 30 June 2015, the average modified duration of Partnership Assurance's fixed income assets was about 6.3 years.

(c) Fixed income strategy

Within the above limits, Partnership Assurance has sought to align Insight Investment Management's investment decisions with Partnership Assurance's objectives through a 'buy-and-maintain-plus' strategy, the implementation of which involves close work with Insight Investment Management. The strategy comprises of three elements:

• 1. Insight Investment Management are instructed to buy investment grade bonds on the expectation that they are held to maturity and which both have a high risk-adjusted yield and are capital efficient.
• 1. Insight Investment Management are asked to sell holdings of bonds that are expected to underperform due to an increasing likelihood either of a default or of a credit downgrade and to reinvest the proceeds in better value, alternative bonds. Other than these factors, Insight Investment Management are asked to disregard short and medium term general and issuer-specific credit spread widening.
• 1. Insight Investment Management are asked to enhance returns by pursuing value-enhancing transactions such as the sale of holdings of bonds that have become over-valued and reinvest the proceeds in bonds that are under-valued. They also look to position assets to benefit from interest rate, inter-market and sector positions which offer high potential risk-adjusted returns.

The performance of the bond portfolio with respect to Partnership Assurance's liabilities is closely monitored by the investment team, executive committees and investment committee. In particular, the impact of market rates on IFRS profits and available Pillar 2 capital are reviewed bi-weekly with more detailed analysis conducted every month. There is also a weekly update call with Insight Investment Management.

Insight Investment Management manages £383 billion (\$603 billion) as at 30 June 2015 across fixed income, liability-driven investment, absolute return, cash management, multi-asset, specialist equity and currency strategies. Insight Investment Management is owned by BNY Mellon. Insight Investment Management's assets under management are represented by the value of each security and other economic exposure managed for clients. The assets under management figure represents the combined assets under management of Insight Investment Management and Pareto Investment Management Limited which became part of the Insight group on 1 January 2013.

(d) Equity release assets

While the core of Partnership Assurance's investment portfolio comprises fixed income securities, such as government and corporate bonds, Partnership Assurance has also invested in equity release, or lifetime, mortgage assets. In this respect, Partnership Assurance originates and purchases equity release mortgages with shorter expected durations for homeowners with medical conditions or for older homeowners (in the case of new loans). Partnership Assurance also makes loans secured on equity release mortgages with shorter expected durations for older homeowners (in the case of purchases of existing loan portfolios). Partnership Assurance offers equity release LTMs where the loan is secured against a property, interest is accrued and added to the outstanding principal amount and the mortgagor has the right to stay in the property rent-free for the rest of his or her life. Partnership Assurance has also lent money to companies secured on residential property assets owned via portfolios of home reversions. As at 30 June 2015, equity release assets represented approximately 25 per cent. of the Partnership Assurance Group's investment portfolio.

Partnership Assurance's equity release activities are designed primarily to diversify its investment portfolio and also enhance its risk-adjusted yields.

Equity release investment is synergistic with Partnership Assurance's annuity business and its investment characteristics are attractive for annuity writers. Specifically:

• Equity release mortgages are long-term and have a fixed interest rate, providing a good duration match for annuity liabilities. For Partnership Assurance, the relatively short term nature of its annuity liabilities means that flow investments are made in shorter duration mortgages such as impaired-life mortgages or mortgages for older homeowners.
• Equity release mortgages currently offer higher risk-adjusted yields than the alternative fixed income security investments, such as government and corporate bonds. The risk-adjusted returns contribute to the rate used to discount insurance and other financial liabilities.
• Investment in equity release mortgages provides an element of asset diversification to Partnership Assurance's investment portfolio through exposure to property risk rather than credit risk, which reduces the Partnership Assurance Group's overall capital requirements.

The equity release asset class is particularly useful to support Partnership Assurance's longer duration annuities, where demand for longer duration corporate or government bonds from insurance companies and pension funds is significant.

Partnership Assurance's equity release portfolio as at 30 June 2015 had an average loan-to-value ratio of 45 per cent. and an average duration of 12.4 years. Partnership Assurance has been able to start the provision of equity release mortgages by using the Partnership Assurance Proprietary IP developed from its core annuity business. Partnership Assurance has been able to use the Partnership Assurance Proprietary IP to assess the expected term of the equity release mortgages marketed to individuals with impairment or lifestyle conditions and consequently offer these customers a higher loan-to-value product at a given agreed interest rate than providers, which do not take these risk factors into account. For equity release mortgages the lives are subject to the same assessment of life expectancy as annuities assessed using Partnership Assurance's PA Lite process. Partnership Assurance can generally offer a higher loan-to-value ratio to customers who are older and more impaired than it would be able to offer younger or less impaired customers.

Partnership Assurance's equity release mortgages contain a NNEG, in-line with the requirements of the Equity Release Council. As a result, if the property sale proceeds are insufficient to repay the loan then a NNEG restricts the amount of repayment to the sales proceeds net of sale expenses.

(i) Origination of equity release mortgages

Partnership Assurance originates individually underwritten equity release assets on a 'flow' and 'bulk' basis.

(A) Flow origination

Partnership Assurance originates its flow business via Partnership Assurance-branded equity release mortgages which are distributed through FAs. Partnership Assurance provides the equity release mortgage to the customer, with equity release mortgage administration and processing

outsourced to Stonehaven. Partnership Assurance also originates equity release mortgages under purchasing agreements with a number of providers of equity release mortgages in the UK. Under the terms of these agreements, Partnership Assurance is able to acquire, on pre-agreed terms, equity release mortgages which the equity release providers have originated using a pre-set funding line provided by Partnership Assurance. The legal title for the equity release mortgage remains with the equity release providers, with Partnership Assurance acquiring the beneficial interest in the loan. For equity release assets originated through Partnership Assurance-branded equity release mortgages distributed by FAs or through Partnership Assurance's purchasing agreement with more2life, Partnership Assurance performs a medical assessment of life expectancy similar to the PA Lite process on a case-by-case basis, as it does for its annuity products.

(B) Bulk origination

Partnership Assurance also acquires existing books of equity release mortgages and makes loans secured on portfolios of home reversions. Previous bulk purchase transactions have included deals with Hodge Bank, Milton Homes, New Life, Dunfermline Building Society (in administration), Grainger plc, Manchester Building Society and Yorkshire Building Society. For equity release assets acquired using bulk origination, Partnership Assurance conducts due diligence on the individual properties within the portfolio but does not perform any individual medical assessment of life expectancy.

(e) Other asset classes

Partnership Assurance's investment approach in respect of other asset classes has been to seek out investments which provide enhanced risk adjusted return, are economic and capital efficient. This can be a result of asset illiquidity, which Partnership Assurance can take advantage of due to the illiquid and fixed nature of its liability portfolio.

Partnership Assurance has entered into an investment management agreement with Rothschild to invest up to £175 million in commercial mortgages, further diversifying the investment portfolio. As at 30 June 2015, Partnership Assurance's investment in commercial mortgages was valued at £38 million and represented one per cent. of the Partnership Assurance Group's investment portfolio.

Partnership Assurance has been actively investigating other alternative assets, such as infrastructure debt, that can provide superior risk-adjusted returns for the benefit of shareholders or to match insurance liabilities.

3.7 Risk management

The Partnership Assurance Board has had overall responsibility for the management of Partnership Assurance's business risks. Partnership Assurance has a risk management framework in place comprising formal committees, a suite of formal policies, risk assessment processes and risk review functions. The framework is based on the concept of ''three lines of defence'' with first-line operating functions, second-line control functions and third-line review functions, including internal audit, designed to monitor and control total exposure to different risks within agreed risk tolerance and appetite levels.

Partnership Assurance's risk committee has been responsible for providing oversight and advice to the Partnership Assurance Board in relation to risk management systems, risk appetite, strategy and exposure, reviewing and approving risk assessment, reporting processes and promoting a risk awareness culture within the Partnership Assurance Group. In addition, Partnership Assurance has three executive risk committees tasked with overseeing the management of financial, operational risks and distribution, respectively.

Partnership Assurance's risk management function works closely with the business to monitor risk issues, identify new and emerging risks and establish appropriate procedures to mitigate those risks. This enables the risk management function to assess the overall risk exposure and maintain a consolidated key risk profile that is reviewed quarterly by management and the executive risk committees and reported to the Partnership Assurance Board. Supporting risk profiles are maintained at executive sub-committee, operating board and individual department levels and each is subject to review by the risk management function.

Partnership Assurance maintains a consistent Partnership Assurance Group-wide process for the timely identification and assessment of the risks to which it is exposed. The risk assessment process extends to all activities including the evaluation of new and changed business activities and the management of outsourced environments. Risks are identified and assessed against Partnership Assurance's business objectives and risk appetite. All risks are assessed with and without the mitigating effect of existing controls. If existing controls do not reduce the risk to an acceptable level then additional management and operational procedures are identified and implemented. Clear criteria exist for the escalation of new or changed risks and the ongoing status of key risks is reported each quarter through the consolidated key risk profile.

4. Group structure and ownership

The following chart presents the Partnership Assurance Group's organisational structure:

The companies listed above are registered in England and Wales (unless otherwise stated) and their respective shareholdings are 100 per cent. (unless otherwise stated).

Partnership Assurance is a holding company with no material assets other than the shares of its subsidiaries and therefore relies on the ability of its subsidiaries to generate cash.

5. Property

Partnership Assurance operates from two locations: London, which primarily houses professional staff including the finance, actuarial, investment management, risk management, legal, company secretarial, internal audit, IT, change management and sales teams; and Redhill, which primarily serves as the service delivery centre and houses the quote processing, third party administrator oversight, HR and underwriting teams.

6. IT and Operations

Partnership Assurance's information technology and operations strategy has been designed to support the growth of the Partnership Assurance Group by providing scalability to its operations. While Partnership Assurance has outsourced a number of its operational and administrative functions where appropriate, such as investment management, customer medical assessments, the administration of annuity payments, premium collections for protection policies and the servicing of equity release mortgages, in those areas

where the Partnership Assurance Proprietary IP and skilled employees are vital, such as in pricing, underwriting, relationship management, sales, finance and management, Partnership Assurance has retained control over such operations in-house.

The Partnership Assurance Proprietary IP, including information about customer health conditions, mortality tables and calculation algorithms, is protected by means of strict segregation of duty protocols and technology access restrictions. These include controls such as passwords, firewalls, e-mail scanning, removal of USB flash drive access as well as physical and technical security access controls to Partnership Assurance's data centre.

7. Employees

The implementation of cost management proposals announced on 23 June 2014 resulted in the headcount being reduced by 127 roles to 429 as at 30 June 2015, located at Partnership Assurance's London and Redhill offices. The table below sets out the average number of employees of the Partnership Assurance Group for the six months ended 30 June 2015 and for the years ended 31 December 2014, 2013 and 2012.

Period	Average number of employees
Six months ended 30 June 2015	430
Year ended 31 December 2014 .	517
Year ended 31 December 2013 .	539
Year ended 31 December 2012 .	418

PART 5 REGULATORY OVERVIEW

The Just Retirement Group and the Partnership Assurance Group are and, following the completion of the Proposed Merger, the Combined Group will be, subject to detailed and comprehensive legislation and regulation in respect of their operations. Regulatory agencies have broad administrative powers over many aspects of the insurance and LTM businesses, including marketing and selling practices, advertising, product development structures, data and records management, systems and controls, capital adequacy and permitted investments.

The Just Retirement Group and the Partnership Assurance Group are subject to regulation and supervision by the FCA and PRA in relation to the carrying on of their regulated activities in the United Kingdom. The Just Retirement Group's and the Partnership Assurance Group's regulated activities comprise insurance business, regulated mortgage business and insurance and mortgage intermediation. The Just Retirement Group contains two UK authorised firms: JRL and JRSL. The Partnership Assurance Group contains two UK authorised firms, PLACL and Partnership Home Loans Limited. The Just Retirement Group's regulated entities are subject to capital requirements, with a view to ensuring the protection of policyholders. The Just Retirement Group has also recently obtained a licence from South Africa's Financial Services Board to provide retirement income solutions in South Africa and has started to sell policies in this new market.

The following discussion considers the main features of the UK regulatory regimes for insurance and LTM business, and insurance and mortgage intermediation activities, as they apply to the Just Retirement Group, the Partnership Assurance Group and following completion of the Proposed Merger, the Combined Group.

1. The Powers of the FCA and PRA

UK insurance companies (such as JRL) are dual-regulated, which means that they are authorised and prudentially regulated by the PRA, and regulated by the FCA for conduct of business matters. Companies which carry on insurance and mortgage intermediation activities (such as JRSL) are authorised and regulated for both prudential and conduct of business purposes by the FCA.

The PRA is a subsidiary of the Bank of England, with responsibility for promoting the stable and prudent operation of the financial system through the regulation of all deposit-taking institutions, insurers and certain large investment firms. The PRA's general objective is promoting the safety and soundness of PRA-authorised firms. In relation to insurers it also has an ''insurance'' objective, of contributing to securing an appropriate degree of protection for those who are or may become policyholders of PRA-authorised insurers.

The FCA is responsible for regulating conduct in retail and wholesale financial markets (including insurance and LTMs) and the infrastructure that supports those markets. It has three ''operational objectives'': a consumer protection objective; an integrity objective; and a competition objective. It also has a ''strategic objective'' of ensuring that relevant markets function well.

The standards that the FCA requires firms to maintain are set out in the FCA Handbook. The PRA Handbook sets out the PRA's rules, which focus on prudential matters. The PRA has started to move away from the legacy rules and guidance that it inherited from the FSA, towards a PRA Rulebook, and firms are currently required to refer to both the legacy rules and guidance in the PRA Handbook and the new PRA Rulebook while this transition is underway.

The FCA Handbook and the PRA Handbook each comprise a number of sourcebooks which set out the rules which apply to the firms that they respectively regulate and supervise.

The FCA and PRA have broad powers under the FSMA including, among others, the authority to grant and, in specific circumstances, to vary or cancel permissions of firms that they authorise. The FCA has power to enforce its rules to ensure that regulated firms treat customers fairly and to investigate marketing, sales, claims and complaint handling practices. The FCA and the PRA also have rules that require firms that they regulate to have adequate risk management and control functions and to maintain appropriate financial resources.

The PRA has powers to impose requirements on an insurance company (such as a requirement not to take on new business) if it is not satisfied that the insurance company has met its capital adequacy requirements or if the company does not meet the Threshold Conditions (as defined below). Similarly, the FCA has powers to impose requirements on an insurance and mortgage intermediary if it is not satisfied that the intermediary has met its prudential requirements or if the intermediary does not meet the applicable Threshold Conditions.

The FCA may make enquiries or conduct inspections of the firms it regulates regarding compliance with regulations governing the conduct and operation of their businesses. Issues and disputes may arise from time to time in relation to the way an insurance product or LTM has been constructed, sold or administered, or in the way in which policyholders or customers have been treated, either at an individual firm level or across the insurance industry. In the UK, individual policyholder disputes of this nature are typically resolved by the Financial Ombudsman Service (the ''FOS'') or by litigation. The FCA may intervene directly, however, where larger groups or matters of public policy are involved. There have been several industry-wide issues in recent years where the FCA's and the PRA's predecessor, the FSA, intervened directly, such as in relation to the sale of payment protection insurance.

The FCA and PRA have wide powers to supervise and intervene in the affairs of an insurance company or insurance and mortgage intermediary if, for example, they consider: that it is appropriate in order to protect policyholders or potential policyholders against the risk that the firm may be unable to meet its liabilities as they fall due; that the Threshold Conditions may not be met, that the firm or its parent has failed to comply with obligations under the relevant legislation; that the firm has furnished misleading or inaccurate information; or that there has been a substantial departure from any proposal or forecast submitted to the FCA or PRA.

The FCA and PRA also have the power to take a range of informal and formal disciplinary or enforcement actions in relation to a breach by a firm of the FSMA or the rules in the FCA or PRA Handbooks (and in the new PRA Rulebook), including private censure, public censure, restitution, fines or sanctions and the award of compensation. The FCA and PRA may also cancel or vary (including by imposing limitations on) a Part 4A Permission (as defined below) of an insurance company or of an insurance and mortgage intermediary, including imposing restrictions on the ongoing operation of the insurance company or intermediary's business or cancelling the insurance company's permission to write new policies, thereby putting the insurer into run-off.

2. Permission to Carry on Insurance Business

Under section 19 of the FSMA, it is unlawful to carry on regulated activities, including insurance or mortgage intermediation activities or insurance business, in the UK without permission to do so from the FCA or PRA (as applicable) under Part 4A of the FSMA (a ''Part 4A Permission''). The FCA is the appropriate regulator for insurance and mortgage intermediary Part 4A Permissions, and the PRA is the appropriate regulator for insurance company Part 4A Permissions.

The FCA or PRA (as applicable), in deciding whether to grant a Part 4A Permission, is required to determine whether the applicant satisfies, and will continue to satisfy, minimum conditions under the FSMA (the ''Threshold Conditions''). Dual-regulated firms, including insurers, must meet both the FCA and PRA Threshold Conditions. As part of this decision, the appropriate regulator will consider whether the applicant has appropriate resources and if the applicant is 'fit and proper' to be authorised. A Part 4A Permission will specify: (a) a description of the activities the firm can carry on, including any limitations to the scope of the permission; (b) the specified investments involved; and (c) if appropriate, any requirements imposed in relation to the Part 4A Permission.

Once authorised, insurance companies and insurance and mortgage intermediaries are required to continue to meet the Threshold Conditions and comply with the FCA's Principles for Businesses and the PRA's Fundamental Rules, as applicable. The FCA or the PRA may impose limitations and requirements relating to the operation of an insurance company and the carrying on by it of insurance business through its Part 4A Permissions; the FCA may do the same in relation to the operation of an insurance and mortgage intermediary and the intermediary business carried on by it.

3. Screening of Controllers (Including Shareholders)

Under section 178 of the FSMA, if a person intends to acquire or increase its ''control'' of an insurance company or acquire ''control'' of an insurance and mortgage intermediary, it must first notify the appropriate regulator. The appropriate regulator for an insurance company is the PRA, and for an insurance and mortgage intermediary, it is the FCA. Once notified, the appropriate regulator must then decide whether to approve the acquisition or increase of control within 60 working days of receipt of this notice (assuming it has been provided with a complete application), subject to an extension of up to 30 working days in certain circumstances if the appropriate regulator requests further information from an applicant for approval, while it awaits receipt of that information. The FCA or PRA will not approve any new controller or any increase of control without being satisfied that the controller is financially sound and suitable to be a controller of, or acquire increased control of, the insurance company or insurance and mortgage intermediary.

Acquiring control for the purposes of the FSMA includes where a person first holds 10 per cent. or more of the shares or voting power in an insurance company or any of its parent undertakings or 20 per cent. or more of the shares or voting power in an insurance and mortgage intermediary or any of its parent undertakings. A person will be treated as increasing his or her control over an insurance company, and therefore require further approval from the PRA, if the level of his or her shareholding or entitlement to voting power increases to or above certain thresholds. The thresholds for an insurance company are 10 per cent., 20 per cent., 30 per cent. or 50 per cent. of shares or voting power.

When determining a person's level of control, that person's holding of shares or entitlement to voting power will be aggregated with the holdings or entitlements of any person with whom he or she is ''acting in concert''.

4. Screening of Controlled Function Holders

Certain key functions in the operation of an insurance business or insurance and mortgage intermediary business (known as ''controlled functions'') may only be carried out by persons who are approved for such tasks by the FCA or PRA, as appropriate, under the FSMA (known as ''Approved Persons'').

Under the FSMA, the FCA and PRA have powers to regulate two types of individuals: those whose functions have a significant influence on the conduct of an authorised company's affairs and functions and those who deal with customers (or the property of customers).

The ''significant influence'' controlled functions include governing functions such as being a director or non-executive director of an insurance company or insurance and mortgage intermediary, some finance functions, actuarial functions and significant management functions, such as insurance underwriting.

The FCA or PRA will not grant Approved Person status to an individual unless it is satisfied that the individual has appropriate qualifications and/or experience and is fit and proper to perform those functions. Approved Persons must comply with the FCA and PRA's Fit and Proper Test for Approved Persons and the Statements of Principle and Code of Practice for Approved Persons.

There are a number of ongoing initiatives, both at UK and EU level, which are likely to result in the FCA and PRA making significant changes to the Approved Person regime in the next few years. In particular, the PRA proposed Senior Insurance Managers Regime (''SIMR'') for Solvency II firms. The SIMR will replace the current Approved Persons regime. The SIMR will apply to senior insurance managers subject to PRA approval (and FCA consents) for a controlled function (to be known as, senior insurance management functions and senior individuals who effectively run the firm or have responsibility, for other key functions). Of the substantive changes proposed, one includes that the PRA will require senior insurance managers to perform specific ''prescribed responsibilities''; one of which includes responsibility for allocation and maintenance of the firm's capital and liquidity, as described further under ''Regulatory Developments'', below.

5. Prudential Requirements

Detailed prudential rules applicable to carrying on insurance business are contained in the PRA Handbook (the ''PRA Handbook''). These rules are currently set out in: (i) the General Prudential Sourcebook for Financial Advisers, Building Societies, Insurers and Investment Firms (''GENPRU''); and (ii) the Prudential Sourcebook for Insurers (''INSPRU''). The ''overall financial adequacy rule'' is contained in GENPRU 1.2.26R, which requires an insurance company to maintain overall financial resources, including capital resources and liquidity resources, which are adequate, both as to amount and quality, to ensure that there is no significant risk that its liabilities cannot be met as they fall due.

Prudential rules applicable to carrying on an insurance and mortgage intermediary business are contained in the FCA's Prudential sourcebook for Mortgage and Home Finance Firms, and Insurance Intermediaries (''MIPRU''). MIPRU amplifies certain of the Threshold Conditions and the FCA's Principles for Businesses by providing that a firm must meet, on a continuing basis, a basic solvency requirement and a minimum capital resources requirement. MIPRU also requires intermediaries to maintain adequate professional indemnity insurance that meets specified minimum limits of indemnity.

The detailed prudential rules applicable to carrying on insurance business are described further below. Please also see paragraph 1.4 of the section headed ''Risk Factors'', paragraph 2.2 of Part 8 ''Just Retirement Operating and Financial Review'', Part 11 ''Partnership Assurance Operating and Financial Review'' and paragraph 9.2 of Part 5 ''Regulatory Overview'' which outline the development and impact of Solvency II on the prudential rules applicable to insurers.

5.1 Capital requirements

GENPRU 2.1.13R provides that an insurer must maintain at all times capital resources equal to or in excess of its capital resources requirement (the ''CRR''). The CRR for an insurance company carrying on long-term (and not general) insurance business is equal to the minimum capital requirement (''MCR'') (GENPRU 2.1.23R). The MCR for an insurance company only carrying on long-term insurance business is the higher of:

• the base CRR; and
• the long-term insurance capital requirement plus the resilience capital requirement.

The resilience capital requirement is an additional capital requirement to reflect market risks in respect of assets held to cover insurance and other financial liabilities.

The base CRR is a euro-denominated amount specified in GENPRU 2.1.30R and the long-term insurance capital requirement is an amount determined by reference to a formula where the relevant inputs include the insurance company's mathematical reserves gross of reinsurance, the level of reinsured mathematical reserves, the death benefit sum at risk and reinsured death benefit sum at risk.

5.2 Individual capital assessment

In addition to the CRR, insurance companies carrying on long-term insurance business are required to calculate an ICA under INSPRU 7. Pursuant to the ICA, insurance companies are required to conduct stress and scenario testing to determine the overall adequacy of their financial resources and make a reasonable assessment of the capital needs for their business overall in line with the overall financial adequacy rule in GENPRU 1.2.26R.

The ICA assists the PRA in providing Individual Capital Guidance (''ICG'') to insurance companies on a confidential basis. The ICG is set with reference to the specific business and control risks faced by each individual company and takes account of the company's ICA and any areas of prudence or optimism within the assessment or elsewhere in the business.

5.3 Reporting

Insurance companies are required to deposit with the PRA an annual return comprising audited accounts and other prescribed documents within three months of the end of the relevant financial year, if the deposit is made electronically, and otherwise within two months and 15 days of the end of the relevant financial year. These returns are required to be prepared in accordance with the valuation rules in INSPRU and GENPRU and the reporting rules in INSPRU.

5.4 Investment of Capital Reserves

Under INSPRU 1.1.20R, insurance companies carrying on long-term insurance business must hold admissible assets of a value at least equal to the amount of:

• the technical provisions that it is required to establish under INSPRU 1.1.16R, being, in essence, an estimate of the amount needed to cover expected insurance claims, adjusted for volatility and prudence; and
• its other long-term insurance liabilities.

Assets and investments only count towards capital adequacy requirements if they are permitted to be counted in accordance with the rules. Assets are also required to be deducted from capital resources if they do not comply with the requirements in INSPRU 2 as to counterparty and asset exposure limits (although they may still be included in the calculation of a firm's realistic assets). These limits are intended to prevent companies from having too much exposure to either one counterparty (including a group of companies) or one asset type.

5.5 Insurance Group Capital

The Directive on the Supplementary Supervision of Insurance Companies in an Insurance Group (1998/78/EC) (the ''Insurance Groups Directive'') as amended, requires the provision of supplemental supervision for any insurance undertaking that is part of a group which includes at least one other insurance company, insurance holding company, reinsurance undertaking or non-EEA insurance undertaking. The relevant provisions governing group capital for UK insurance companies are primarily contained in Chapter 6 of INSPRU.

The Just Retirement Group and the Partnership Assurance Group are an insurance group for the purposes of the Insurance Groups Directive and is therefore subject to the supplementary supervisory requirements for insurance groups contained in that directive as implemented by the PRA as the regulator in the domicile of the Just Retirement Group's and the Partnership Assurance Group's head office, respectively. The supplementary supervision of insurance groups encompasses such matters as intra-group transactions, group risk management processes and internal control processes and reporting and accounting procedures. In addition, Chapter 6 of INSPRU requires the calculation and reporting of both group capital resources and group capital resource requirement, with the former being maintained equal to or in excess of the latter, at the level of the ultimate insurance parent undertaking within the EEA. This requirement applies in addition to the requirements which apply to JRL and PLACL on a solo basis.

6. Conduct of Business Requirements

The FCA and PRA conduct of business requirements in relation to the distribution and sale of insurance products are contained in the Conduct of Business Sourcebook (''COBS''). COBS applies to insurance products with an investment element, such as mortgage endowments, pension policies and insurance bonds. This sourcebook also implements the IMD and extends the IMD to direct sales by insurers themselves. As outlined in paragraph 1.4 of the section headed ''Risk Factors'', the IMD is to be repealed and replaced by the IDD. The FCA's conduct of business requirements with respect to the distribution and sale of mortgages are contained in the Mortgages and Home Finance Conduct of Business Sourcebook (''MCOB''), which applies to the Just Retirement Group's LTM assets.

The rules in MCOB were recently amended as a result of the Mortgage Market Review. The new rules do not change who may make or arrange a mortgage loan, but prescribe a more robust approach to income verification and affordability assessment. The majority of the new rules came into effect on 26 April 2014. There is now a requirement for most customers to receive advice prior to purchasing an LTM product. However, the vast majority of industry sales make use of products provided by members of the ERC, who must adhere to a code of practice which provides that all customers must receive professional advice, meaning that this new requirement has limited impact in practice for LTM lenders. Both JRL and JRSL are members of the ERC.

7. Consumer Complaints and Compensation

Insurance companies, along with other authorised firms and certain other unregulated businesses, fall under the compulsory jurisdiction of the FOS, which is a body established under the FSMA. Authorised firms are required to have adequate complaints handling procedures in place but, where these are exhausted and the complaint or dispute has not been resolved, the FOS provides for dispute resolution in respect of certain categories of customer complaints brought by individuals and small business customers. Rulings of the FOS are binding on firms and, in analysing a complaint, the FOS is not bound to make a strict legal assessment but may instead have regard to more general considerations of fairness. Authorised firms covered by the FOS are required to pay levies and case fees, which provide funding for the FOS.

The Financial Services Compensation Scheme (''FSCS'') seeks to protect policyholders when a UK authorised firm is unable or is likely to be unable to meet its financial obligations. Most claims made in respect of insurance business will also be protected if the business was carried out from the UK or in another EEA State from a branch of an insurer authorised by the PRA. The FSCS is funded by levies on all of its participating financial services firms. Generally, firms subject to the FSCS make provisions for their share of the levies. Such provisions are often based on estimates of a firm's market participation in the relevant charging periods and the interest they will pay on the facilities provided by HM Treasury to the FSCS in support of its obligations.

In relation to insurance business in particular, there are detailed provisions which govern the amount to be paid on a failure by the firm. With effect from 3 July 2015, this is 100 per cent. of the claim, with no upper limit for long-term insurance business. The FSCS, upon failure of an insurer, is required to attempt to transfer the insurance business to another insurer before paying compensation.

8. Anti-Money Laundering, Anti-Terrorism and Sanctions Laws and Regulations

In addition to financial and insurance regulation, the Just Retirement Group and the Partnership Assurance Group must comply with anti-money laundering, anti-terrorism and sanctions laws and regulations. The Just Retirement Group and the Partnership Assurance Group are committed to working with international organisations, governments, law enforcement agencies, regulators and its industry peers to identify the threat of money laundering and close off channels in the financial system that money launderers, terrorists and other criminals may use.

Sanctions screening requires the Just Retirement Group and the Partnership Assurance Group to ensure that they neither breach legal and/or regulatory requirements nor suffer reputational damage by providing services to, or dealing directly or indirectly with, persons, entities or countries which have been identified by the United Kingdom, United States, United Nations, European Union or other governmental, national and international bodies as subject to any form of restriction, including financial sanctions or asset freezing orders.

9. Regulatory Developments

The insurance industry faces a number of regulatory initiatives aimed at addressing lessons learned from the financial crisis and other industry-level issues such as payment protection insurance mis-selling. These initiatives include new prudential rules on capital adequacy frameworks, new conduct rules and new applications for those rules, and other changes as a result of regulatory investigations and actions. In addition, new UK regulatory bodies have been established under the Financial Services Act 2012.

9.1 Recent Developments in the UK Individual Retirement Income Market

The 2014 Budget introduced unprecedented legislative changes to the individual retirement income market. These changes, which were implemented in April 2015, are intended to increase consumers' choice and freedom in accessing their pension savings and remove some of the constraints that inhibited the development of flexible guaranteed retirement income solutions.

The key new rules that came into effect from April this year that it is believed will affect the business of the Just Retirement Group, the Partnership Assurance Group and, following completion of the Proposed Merger, the Combined Group are outlined below:

• Flexible access to pension savings: those over normal minimum pension age are now able to withdraw directly 25 per cent. of their uncrystallised DC pension savings tax free, and withdraw the remaining 75 per cent. subject to marginal tax charges. Pension scheme trustees and managers are not be obliged to offer this option to their members. However, individuals are allowed to transfer their funds to another DC scheme at any point to take advantage of this increased flexibility.
• Supporting consumer choice: pension providers and schemes are required to signpost individuals approaching retirement to a free, impartial guidance service on their choices at the point of retirement (''Guaranteed Guidance''). The Guaranteed Guidance service provided by the UK Government, named Pension Wise (''Pension Wise''), is available to every individual with DC pension savings and is intended to provide structured help to understand the options available when accessing their pension savings. HM Treasury has indicated, following a recent consultation, that:
• Guaranteed Guidance is provided by independent organisations, not by pension providers or other financial services firms. The UK Government has announced that HM Treasury will hold overall responsibility for the design and implementation of the Guaranteed Guidance, and will work with a range of organisations (including the Pensions Advisory Service and Citizens Advice) to deliver Guaranteed Guidance.

• It is not envisaged that providers of Guaranteed Guidance will need to become FCA authorised and regulated. However, a new standards regime will be introduced which will be overseen by the FCA.

• The exact content of the Guaranteed Guidance is still being tested, but it is intended that it will need to be sufficiently tailored and personalised so as to help individuals understand their options and know the questions that they should be asking in order to make informed decisions about their retirement choices.

• The costs of the Guaranteed Guidance will be met by a new levy on financial services firms.
• Encouraging innovative product development: the following amendments will be made to the tax system to enable providers to develop new retirement income products that more closely meet the evolving needs of consumers:
• Lifetime annuities will be allowed to reduce and increase in payment, meaning that products can be designed to reflect changes to retirees' circumstances.
• The 10-year limit on annuity guarantee periods will be removed. This will allow payments to beneficiaries of guaranteed annuities to continue beyond this period.
• Lump sum payments to beneficiaries from guaranteed annuities of under £30,000 will be permitted, subject to specific criteria being met. This would remove the need to spread payments over several years.
• Transfers out of DB pension schemes: existing freedoms for individuals in private sector DB pension schemes to transfer their pension savings to DC schemes will continue to be preserved.

By creating greater freedom of access for participants in DC pension schemes to their pension savings and removing some of the constraints that inhibited the development of flexible retirement income products, the Pension Reforms have created a considerable level of uncertainty in the UK individual retirement income market in which the Just Retirement Group and the Partnership Assurance Group operate. This has been reflected in a reduction in the overall sales of annuities as evidenced by a drop of almost 50 per cent. in annuity activity levels. While on a calendar year basis even prior to the 2014 Budget the overall sales of annuities had decreased from its high point in H2 2012 of approximately £7,500 million (due, the Directors and the Proposed Directors believe, to the RDR and regulatory changes in respect of gender), its H1 2014 size of £4,272 million reflected a contraction from the H2 2013 £5,598 million (source: Just Retirement Group estimates, ONS, ABI, Towers Watson). This uncertainty will continue as it will take time for provider and consumer behaviour to adjust to the innovative and more flexible products which are likely to emerge as a result of such reform. However, the Directors and the Proposed Directors believe that there may be a return to growth in the retirement income market following the implementation of Guaranteed Guidance and the associated new legislation, standards and rules in April this year.

On 1 July 2015, the FCA published an update on the new pension flexibilities and noted a significant increase in activity since the reforms came into force. The UK Government is looking into ways to remove the barriers to people accessing their money and a possible cap on charges for pension schemes.

In March 2015, in connection with the 2015 Budget, HM Treasury published a consultation on creating a secondary annuity market. Responses to the paper were requested by 18 June 2015. In particular, the UK Government proposed the removal of the ''unauthorised payment'' tax charge of up to 55 per cent. that it considered deterred annuity holders from assigning their annuity, which assignment would allow annuity holders to realise value from their future annuity income stream. The UK Government will also work with the FCA to ensure appropriate consumer protection is in place for annuity holders as they consider their options. The UK Government has decided to delay implementation of the secondary annuities market to 2017 from the 2016 start-date originally proposed ''in order to ensure there is a robust package to support consumers in making their decision''. The necessary legislation changes will be enacted in the Finance Bill 2015.

In July 2015, HM Treasury published the paper 'Strengthening the incentive to save: a consultation on pensions relief' which seeks to consult on whether the right incentives are in place to encourage long-term pension saving. The consultation sets out the principles which the UK Government believes any reform would need to meet in order to be a viable alternative to the current system: namely, simplicity and transparency, personal responsibility (ensuring that individuals have adequate savings for retirement), building on the early success of automatic enrolment, and sustainability. The UK Government is also seeking views on the various options which have been suggested on how the system of pensions tax could be reformed to strengthen the incentive to save.

9.2 The new EU solvency regime for insurance companies

The European Commission is continuing to develop a new prudential framework for insurance companies, known as ''Solvency II'', that will replace the existing life, non-life, reinsurance and insurance groups directives. The main aim of this framework is to ensure the financial stability of the insurance industry across the EU and protect policyholders through establishing solvency requirements better matched to the true risks of the business. Solvency II adopts a three-pillar approach to prudential regulation which is similar to the ''Basel'' approach which has already been adopted in the banking sector in the EU. These pillars cover quantitative requirements (Pillar 1); qualitative requirements (Pillar 2); and supervisory reporting and disclosure (Pillar 3).

Although the Solvency II Directive has similarities to the current UK regime set out in GENPRU and INSPRU in terms of its risk-based approach to the calculation of CRRs and use of capital tiering, there are also many differences in terms of both substance and terminology.

The new regime will require firms to disclose a considerably greater level of qualitative and quantitative information than under current rules, both to their own supervisor through ''Regular Supervisory Reporting'' and to the market through the publication of a ''Solvency and Financial Condition Report''. This is intended to increase transparency, allowing easier comparison across the industry and enabling supervisors to identify sooner if firms are heading for financial difficulty. In turn, increased transparency is intended to drive market discipline, arising from the reaction of ratings agencies and the capital markets to firms' performance.

A key aspect of Solvency II is the focus on a supervisory review at the level of the individual legal entity. Insurers will be allowed to make use of internal Economic Capital models to calculate capital requirements if the model has been approved by the appropriate regulator. In addition, Solvency II includes a requirement that firms develop and embed an effective risk management and internal audit system as a fundamental part of running the firm.

The Solvency II Directive was formally adopted by the European Council in November 2009, setting out a framework which will be supplemented by further and more detailed technical implementing measures drafted by the European Commission. Member States were required to implement Solvency II by 31 March 2015 and firms must comply with the new regime from 1 January 2016.

Solvency II was amended by Directive 2014/51/EU amending Directives 2003/71/EC and 2009/138/EC and Regulations (EC) No 1060/2009, (EU) No 1094/2010 and (EU) No 1095/2010 in respect of the powers of the European Supervisory Authority (European Insurance and Occupational Pensions Authority (''EIOPA'')) and the European Supervisory Authority (European Securities and Markets Authority) (''Omnibus II''), which came into force on 23 May 2014. Omnibus II introduces a number of changes to Solvency II, designed to reflect the current EU financial services supervisory framework.

Omnibus II defines the scope of EIOPA's powers in the context of the Solvency II regime, including its powers to resolve disagreements between national supervisors and to act as a coordinator in ''emergency situations''. The Directive also defines the areas in which EIOPA may issue binding technical standards and sets out an expanded role for EIOPA in monitoring compliance by Member States.

The Solvency II ''Level 1'' Directive will be implemented by means of both ''Level 2'' measures, including delegated acts and binding technical standards, and ''Level 3'' guidance, including non-binding supervisory standards, recommendations and guidelines. These further implementing measures are currently in the process of being developed. The Level 2 delegated acts, in the form of an EU Regulation, have been adopted and entered into force on 18 January 2015. EIOPA has consulted on both sets of its draft implementing technical standards and draft Level 3 guidelines; on 6 July 2015, EIOPA published the second set of draft implementing technical standards and guidelines for Solvency II and it is expected that both these will be applied from 1 January 2016.

The PRA has published various consultation papers regarding the implementation of Solvency II in the UK and has also published a number of supervisory statements which set out the PRA's expectations of firms in relation to certain aspects of the regime during the preparatory period up to 1 January 2016. On 20 March 2015, the PRA published a policy statement containing the final rules and supervisory statements on implementing Solvency II which will come into force on 1 January 2016.

The Just Retirement Group's and the Partnership Assurance Group's Solvency II programmes have been designed to meet the expected implementation requirements and milestones. However, the implementation of these programmes, and the ultimate changes required to the Just Retirement Group's

and the Partnership Assurance Group's capital, involve certain risks (see paragraph 1.4 of the section headed ''Risk Factors'').

9.3 Changes to the Approved Persons regime

On 26 November 2014, the PRA published a consultation on a new senior managers' regime for insurers, and at the same time the FCA published a consultation on complementary changes to the approved persons regime for Solvency II firms. This is partly in response to the requirement under Solvency II for regulators to monitor the fitness and propriety of staff with key responsibilities in the insurance sector.

The PRA's proposed SIMR would apply to a specified list of senior managers, including Chief Executive Officers, Chief Financial Officers and Chief Risk Officers, and also to senior actuaries, in recognition of their role in preparing models and risk assessments. These senior managers would be expected to prove their fitness to the PRA before they take up the role, and the onus would be on the individual to ensure that risks within the firm are understood, measured and properly considered through a new PRA code of conduct.

The PRA also proposes that insurers will need to allocate certain prescribed core responsibilities to one or more persons who have been approved to perform a controlled function by either regulator.

The FCA has proposed that certain controlled functions which the PRA does not propose to include in the SIMR will be made FCA significant influence functions, and so persons in these roles will be subject to the FCA's pre-approval. The FCA has also proposed new conduct rules which would apply to FCA and PRA approved persons at Solvency II firms, with some applying to all such persons, and others only to significant influence function holders.

These consultations closed on 2 February 2015.

On 23 February 2015, the PRA and FCA also published a joint consultation paper on the application of the SIMR to non-executive directors in Solvency II firms, in which they propose that only a narrow group of non-executive directors would be subject to pre-approval, namely the chairman, the senior independent director, and the chairs of the risk, audit and remuneration committees (to be approved by the PRA, with the consent of the FCA), and the chair of the nomination committee (to be approved by the FCA). The deadline for responses to this consultation was 27 April 2015. The PRA published its feedback to responses to the 23 February 2015 joint consultation paper in a policy statement on 13 August 2015.

In March 2015, the PRA published a policy statement containing feedback on the responses to its November 2014 consultation paper and the first set of final rules to implement the SIMR. The policy statement contained two sets of rules: the first contained the rules relating to the fitness and propriety of individuals, closely related to Solvency II, which will enter into force on 1 January 2016 and remain in force up to 6 March 2016; the second was a set of fuller rules for the SIMR, which will come into force on 7 March 2016. The PRA will issue a further consultation on the outstanding elements of the regime later in 2015 and will issue its final rules prior to the commencement of the SIMR on 7 March 2016. It has decided to issue its feedback and final rules in stages to give firms clarity on those aspects of the regime that have been finalised and as much time as possible to prepare for the implementation of both regimes.

9.4 FCA market study on retirement income and review of annuities

In January 2013, the FSA launched a thematic review into annuities to determine whether and to what extent prospective customers were not purchasing the best value annuities, or exercising the OMO to buy their annuity from a firm other than the one providing the pension policy. The FCA published a report in February 2014 setting out the findings from the review. It found that most consumers could get a better deal on the open market and launched a market study into retirement income to see whether competition in the retirement income market is working well for consumers. The scope of the study was revised following the UK Government's 2014 Budget announcement to consider the issues in light of the new at-retirement landscape. The FCA also undertook separate work on annuity sales practices, looking at the non-advised sales practices of firms offering annuities to existing customers.

The FCA published its interim report in relation to its market study on 11 December 2014 and its final report on 26 March 2015. The final report concurred with the conclusion of the interim report that competition is not working as well as it could for consumers and that many people miss out on a higher retirement income by not shopping around. The FCA considers that, despite the UK Government's reforms to the retirement income landscape, firms' communications with their customers remain of central importance and that these should be improved.

The FCA has identified future risks and has set out what it will be looking for as the retirement income market develops. The FCA's principal proposed remedies are: (i) requiring firms to make it clear to consumers how their annuity quote compares relative to other providers on the open market; (ii) improving the way information is framed to consumers to help them make decisions surrounding their retirement income; (iii) the introduction of a behaviourally trialled alternative to the current system of ''wake-up packs'', which would build on work already underway; (iv) in the longer term, recommending the development of a ''Pensions Dashboard'' which would allow consumers to view all of their lifetime pension savings in one place; and (v) monitoring by the FCA to track market developments and consumer behaviours and outcomes.

For the remedies that require changes to FCA rules (annuity quote comparisons and ''wake-up packs''), a further separate consultation will be launched. The monitoring remedy will take effect immediately, while the remaining remedies will be UK Government-led with input from the FCA.

In relation to its work on annuity sales practices, the FCA found that firms' non-advised sales practices are limiting competition and not achieving the best outcomes for consumers, particularly in relation to enhanced annuities, and has concluded that significant improvements are required. The FCA has requested the majority of firms in its review to undertake further work under FCA supervision to determine whether its findings are indicative of a more widespread problem. Following this work, the FCA will decide whether further action is required. The FCA also found that the ABI's Code of Conduct on Retirement Choices is not always being applied in practice by ABI members and has stated that it plans to consult on replacing its Code of Conduct on Retirement Choices, which is compulsory for ABI members, with its own rules, which would be compulsory for all relevant firms.

9.5 Changes to the IMD

Since 14 January 2005, the IMD has required EEA Member States to apply a registration requirement to insurance mediation activities and requires insurance intermediaries to meet certain professional requirements in relation to their competence, good repute, professional indemnity cover and financial capacity.

On 8 July 2012, the European Commission published a legislative proposal for major changes to the IMD. The proposed directive, known as the IDD, will be a minimum harmonisation directive like the IMD (meaning that Member States have discretion to adopt or retain further measures), but will raise the minimum standards of the IMD significantly. As noted at paragraph 1.4 of the section headed ''Risk Factors'' above, the European Commission from 2005 to 2008 found inconsistent application of IMD at the level of national regulations, with some Member States gold-plating measures and others implementing the bare minimum necessary for compliance. The IDD will repeal and replace the IMD and is an attempt to rectify these identified failings and seeks to improve regulation in the retail insurance market by ensuring a level playing field between all participants involved in the selling of insurance products and strengthening policyholder protections. The Commission considers that the IDD will significantly raise the minimum standards of the IMD. On 30 June 2015, ECON announced that an ''informal deal'' had been reached with the Latvian Presidency of the European Council on the IDD. ECON explained that the political agreements will now be subject to ''technical finalisation''. As soon as the official legal text is ready, the European Parliament will put it to a plenary vote, and the final text will also need to be endorsed by the Council. At this time, adoption is expected to take place at some point during the second half of 2015, with the IDD likely to apply from the second half of 2017.

9.6 The Care Act 2014 and caps on care assets

The Care Act 2014 (the ''CA'') was enacted on 14 May 2014 and comes into force in two distinct stages, the first of which came into force on 1 April 2015. The CA seeks to increase public awareness about the need to make provision for the costs of care. It provides for a state funded deferred payment arrangement which, if offered widely, could slow sales of care plans. The CA mandates that local authorities provide individuals with certain information and advice, including information on how to access independent financial information and advice.

On 4 February 2015, the UK Government published its consultation on the implementation of a cap on personal care costs, together with draft regulations, as provided for in the CA. The proposed maximum

level of the cap is set at £72,000 (with lower caps applicable on a means-tested basis), with the local authority paying for the cost of care once this cap is reached. The commencement date for the second phase of the regime, which includes the cap on costs, was originally set for 1 April 2016 (with payments made prior to this date not counting towards the capped amount) but the UK Government announced on 17 July 2015 that it has decided to postpone this to April 2020 because of concerns about how the reform will be funded. The cap will be exclusive of ''general living expenses'', for which the level of £230 per week has been proposed in the consultation. Any costs for additional or more expensive services above this rate will have to be met by the individual. The cap is only relevant to individuals who are assessed by a local authority as having eligible care and support needs. Anyone who requires care but who is assessed as not having eligible care and support needs will continue to have to pay all of their care costs themselves. The deadline for submitting responses to the consultation was 30 March 2015. The final regulations and guidance that will come into force in April 2020 are scheduled to be published in October 2015.

PART 6 DIRECTORS, PROPOSED DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE

The following table lists the names, ages and positions of the Company's current Directors:

1. Directors

Name	Age	Position
Tom Cross Brown	67	Independent Non-Executive Chairman
Rodney Cook	58	Chief Executive Officer
Kate Avery	55	Independent Non-Executive Director
Michael Deakin .	62	Independent Non-Executive Director
Shayne Deighton	56	Group Chief Actuary
James Fraser.	50	Non-Executive Director
Steve Melcher	66	Independent Non-Executive Director
Keith Nicholson .	65	Senior Independent Director
Simon Thomas	51	Group Finance Director

Tom Cross Brown (Independent Non-Executive Chairman)

Tom Cross Brown was appointed Chairman of Just Retirement in August 2013 and was a non-executive director of Just Retirement (Holdings) Limited from October 2006, and became chairman on its admission to AIM in December 2006, until March 2014. Until 2003, he was chief executive officer of ABN AMRO Asset Management. Prior to joining ABN AMRO Asset Management in 1997, he spent 21 years at Lazard Brothers & Co., latterly as chief executive officer of Lazard Brothers Asset Management from 1994 to 1997. He is currently a non-executive director of Phoenix Group Holdings, Artemis Alpha Trust Plc and a non-executive member of the Management Committee of Artemis Investment Management LLP. Tom is Chairman of the Nominations and Market Disclosure Committees and a member of the Risk and Compliance and Remuneration Committees of Just Retirement.

Rodney Cook (Chief Executive Officer)

Rodney Cook was appointed Chief Executive Officer of Just Retirement in August 2013 having been appointed as the chief executive officer of Just Retirement (Holdings) Limited in July 2010. Previously, he was managing director, Life and Pensions of Liverpool Victoria (LV=). Rodney, a qualified actuary and an FCA and PRA Approved Person, has 37 years' experience in financial services, having led businesses in both the United Kingdom and Australasia. He commenced his career with AMP, which culminated in his appointment as managing director of Pearl in 1999. This was followed by time at Zurich Financial Services as managing director of Sterling Assurance, Eagle Star Life and as Zurich Financial Services Customer Solutions director, before joining Prudential as Prulab director. Rodney is a member of the Market Disclosure Committee of Just Retirement.

Kate Avery (Independent Non-Executive Director)

Kate Avery was appointed as an independent non-executive director of Just Retirement in October 2013. She is currently a non-executive director of Newcastle Building Society and visiting alumni at Cranfield having previously been non-executive chairman of Openwork until December 2013. She spent the first 18 years of her career at Barclays, before assisting Halifax in their demutualisation and building their stockbroking business prior to joining Legal & General in 1996. She served on the board of directors of Legal & General, where she was responsible for the retail distribution division and subsequently the wealth management division. Kate is chairman of the Remuneration Committee and a member of the Audit and Risk and Compliance Committees of Just Retirement. Kate will step down as an independent Non-Executive Director at the time of completion of the Proposed Merger.

Michael Deakin (Independent Non-Executive Director)

Michael Deakin was appointed as an independent Non-Executive Director of Just Retirement in April 2014. He is a qualified actuary and has over 25 years' investment management experience. Michael joined Clerical Medical in 1974 where he was appointed director of investments in 1995 and in 2001 chief investment officer of Clerical Medical Investments, later Insight Investments. Since retiring from Insight in September 2003, he has previously served as a non-executive member of the board of the Pension Protection Fund and chairman of its Investment Committee from 2004 to 2010 and as a board member of the London Pension Fund Authority from 2006 to 2012 (deputy chairman from 2009). Michael is a member of the Audit, Remuneration and Risk and Compliance Committees of Just Retirement.

Shayne Deighton (Group Chief Actuary)

Shayne Deighton was appointed Group Chief Actuary in August 2013 having been appointed as Group Chief Actuary of Just Retirement (Holdings) Limited in October 2008. He also acted as chief risk officer until October 2012. He has previously been group financial management director at Aviva plc and UK life finance director for Zurich Financial Services. He has also been a partner at Ernst & Young and principal at Tillinghast, the consulting actuaries. Shayne has over 34 years' experience in the insurance industry and is a fellow of the Institute and Faculty of Actuaries and an FCA and PRA Approved Person. Shayne will step down as an executive Director at the time of completion of the Proposed Merger.

James Fraser (Non-Executive Director)

James Fraser was appointed as a Non-Executive Director of Just Retirement in August 2013 and was a non-executive director of Just Retirement (Holdings) Limited from 2009 until March 2014. He is a partner and the head of the financial services sector at Permira. Prior to joining Permira in 2008, James was co-head of the global financial services practice at L.E.K. Consulting where he spent 21 years, 11 of which as a partner. He is currently a non-executive director of Tilney Bestinvest Group.

Steve Melcher (Independent Non-Executive Director)

Steve Melcher was appointed as an independent Non-Executive Director in May 2015. Steve has worked in financial services for over 40 years during which time he has held posts at JP Morgan, Marsh & McLennan and as chief executive officer of Eagle Star, Allied Dunbar and Sun Life of Canada UK. He now has a portfolio of roles, including as a non-executive director of Allianz Re in Dublin and as chairman of Euler Hermes Pension Fund. He is also an executive mentor which takes him inside many different industries. Steve is chairman of the Risk and Compliance Committee and a member of the Nominations and Audit Committees of Just Retirement.

Keith Nicholson (Senior Independent Director)

Keith Nicholson was appointed as a Non-Executive Director of Just Retirement in October 2013. He is chairman of Liberty Speciality Markets (including the businesses of Liberty Managing Agency Limited and Liberty Mutual Insurance Europe Limited) and deputy chairman of The Equitable Life Assurance Society. He was deputy chairman of Wesleyan Assurance Society until he resigned from its board in September 2014. He was a partner at KPMG where he led their UK insurance practice until he retired from the firm in March 2009. Keith is senior independent director, Chairman of the Audit Committee and a member of the Risk and Compliance, Remuneration, Nominations and Market Disclosure Committees of Just Retirement.

Simon Thomas (Group Finance Director)

Simon Thomas was appointed Group Finance Director in August 2013 having been appointed as group finance director of Just Retirement (Holdings) Limited in July 2006. Previously, he was finance and customer services director at Canada Life Limited, the UK subsidiary of Great West Life. Prior to this, Simon was head of finance at HECM Limited (formerly Equitable Life) and spent 10 years at Nationwide Building Society, latterly as group financial controller. Simon has over 14 years' experience in the UK life assurance industry, is a chartered accountant and an FCA and PRA Approved Person. Simon is a member of the Market Disclosure Committee of Just Retirement.

2. Proposed Directors

The Proposed Directors will become Directors of the Company following the completion of the Proposed Merger (subject to regulatory approval).

The following table lists the names, ages and positions of the Proposed Directors:

Name	Age	Position
Chris Gibson-Smith .	70	Chairman of JRP Group plc
David Richardson	42	Deputy Group Chief Executive
Paul Bishop	61	Independent Non-Executive Director
Peter Catterall	46	Cinven Funds Nominated Director
Ian Cormack	67	Independent Non-Executive Director
Clare Spottiswoode	62	Independent Non-Executive Director

Chris Gibson-Smith (Chairman of JRP Group plc)

Chris Gibson-Smith was appointed as chairman of Partnership Assurance in April 2013. Chris is currently chairman of the Partnership Assurance Group's Nomination Committee and a member of its Remuneration Committee. Chris served as chairman of the London Stock Exchange Group plc from 2003 to 2015. He also served as chairman of The British Land Company PLC from 2007 until he stepped down from its board in December 2012, and a director of the Qatar Financial Centre Authority from 2006 to 2012. Chris was chairman of National Air Traffic Services (NATS) from 2001 to 2005, group managing director of BP from 1997 to 2001, a director of Lloyds TSB from 1999 to 2005 and a director of Powergen from 2001 to 2002. He has also served on UK Government advisory committees on aviation and on oil and gas and was awarded the CBE in 2011 for his services to the financial industry. He is currently also the chairman of the Advisory Board of the think tank ''Reform''. Chris will step into the role of Chairman of JRP Group plc at the time of completion of the Proposed Merger.

David Richardson (Deputy Group Chief Executive)

David Richardson joined Partnership Assurance in February 2013 and was appointed as a director in May 2013. David is currently a member of the Partnership Assurance Group's Investment Committee. David led the financial aspects of Partnership Assurance's IPO and has successfully brought Partnership Assurance's financial reporting procedures up to the standards of a public company. He was previously group chief actuary of the UK's largest closed life assurance fund consolidator, Phoenix Group, where he was responsible for restructuring the group's £70 billion balance sheet and overall capital management. Prior to this, David worked in a number of senior roles at Swiss Re, including as chief actuary of its Life and Health business, head of products for the UK and South Africa and global head of its Longevity Pricing teams. David commenced his career at the actuarial consultancy Tillinghast. David is a fellow of the Institute and Faculty of Actuaries and a CFA Charter holder. David will step into the role of Deputy Group Chief Executive of JRP Group plc at the time of completion of the Proposed Merger.

Paul Bishop (Independent Non-Executive Director)

Paul Bishop was appointed to the Partnership Assurance Board in May 2014. Paul is currently chairman of the Partnership Assurance Group's Audit Committee, and a member of the Remuneration, Nomination, and Investment Committees. Paul has spent the majority of his career at KPMG, and from 1993 to the end of January 2014 was a partner apart from a brief period when he was employed at Atos KPMG Consulting as a managing director. Paul has specialised in the insurance sector for over 30 years, particularly life insurance, and led KPMG's insurance consulting practice for much of his time as a partner. Paul also spent 18 months on secondment at Standard Life as head of Finance Change in the period leading up to its demutualisation and IPO. Paul is a Chartered Accountant (ACA) and qualified in 1980. Paul will step into the role of independent non-executive director of JRP Group plc at the time of completion of the Proposed Merger.

Peter Catterall (Cinven Funds Nominated Director)

Peter Catterall was appointed to the Partnership Assurance Board in February 2013, having been a director of the predecessor company since 2008. Peter joined Cinven in 1997 and is a member of the Cinven's Executive Committee. Peter has been involved in numerous investments at Cinven, including Guardian Financial Services, Avolon Aerospace and the Gondola Group. Peter will step into the role of non-executive director of JRP Group plc at the time of completion of the Proposed Merger.

Ian Cormack (Independent Non-Executive Director)

Ian Cormack joined the Partnership Assurance Board as a senior independent non-executive director in May 2013. Iain is currently chairman of the Partnership Assurance Group's Risk Committee, and a member of the Nomination Committee. Ian spent over 30 years at Citibank up until 2000, latterly as UK country head and co-head of the Global Financial Institutions Group. From 2000 to 2002, he was chief executive officer of AIG Europe. In 2002 he founded and, until 2008, ran Cormack Tansey Partners which provides strategic consulting to financial institutions. He was previously a non-executive director of Pearl Group (2005 - 2009), Aspen Insurance Holdings (2002-2012), Qatar Financial Centre Authority (2006 - 2012) and chairman of the CHAPS hi-value payment system. Ian is a former chairman of the LSE Taurus Review Committee, and a former member of the board of Cedel, the executive committee of the European Securities Committee, the settlement board of the London Stock Exchange, the Council of the British Bankers' Association and a former member of APACS. He is also currently the chairman of Maven Income & Growth VCT 4, Temporis Capital LLP, Phoenix Life Holdings Limited, and the Phoenix Group Remuneration Committee. Ian is also the senior independent director of Xchanging and the Phoenix Group. Ian will step into the role of independent non-executive director of JRP Group plc at the time of completion of the Proposed Merger.

Clare Spottiswoode (Independent Non-Executive Director)

Clare Spottiswoode joined the Partnership Assurance Board as a non-executive director in October 2014. She is a member of the Partnership Assurance Group's Risk Committee. Clare is a mathematician and economist by training. In June 2010, she was appointed by HM Treasury to the Independent Commission on Banking (the Vickers Commission). The Vickers Commission reported in September 2011 and its recommendations were broadly incorporated into legislation. Clare's career has involved acting as policyholder advocate for Norwich Union's with-profits policyholders at Aviva, in which role she acted on behalf of one million policyholders tasked with reattributing Aviva's inherited estate, and included time as director general of Ofgas, the UK gas regulator, where her achievements included extending competition through the gas supply chain. She is currently also a non-executive director of BW Offshore Limited, EnQuest plc, Ilika plc., G4S plc, Seven Energy, and British Management Data Foundation. Clare is an independent director of the Payments Council, and chairman of Gas Strategies Limited and Flow plc. Clare will step into the role of independent non-executive director of JRP Group plc at the time of completion of the Proposed Merger.

3. Senior Management

The following table lists the names, ages and positions of the Company's current Senior Management:

Name	Age	Position
Rodney Cook	58	Chief Executive Officer
Simon Thomas	51	Group Finance Director
Shayne Deighton	56	Group Chief Actuary
Steve Kyle .	55	Group Regulatory & Audit Director
Chris Berryman	45	Group Chief Operating Officer
David Cooper	49	Group Distribution & Marketing Director
Alex Duncan	48	Chief Risk Officer
Hugh McKee .	51	Managing Director of JRL (UK Life business)
Paul Turner	44	Group Director of Business Development
Anne Ridge .	63	Group HR Director

Rodney Cook (Chief Executive Officer)

Please see ''—Rodney Cook (Chief Executive Officer)'' above.

Simon Thomas (Group Finance Director)

Please see ''—Simon Thomas (Group Finance Director)'' above.

Shayne Deighton (Group Chief Actuary)

Please see ''—Shayne Deighton (Group Chief Actuary)'' above.

Steven (Steve) Kyle (Group Regulatory & Audit Director)

Steve Kyle, along with five other Directors, founded Just Retirement in 2004 and was appointed as Group Regulatory & Audit Director in January 2010, where he leads Just Retirement's regulatory, policy and assurance strategy. Steve has an MBA and over 30 years' life and pensions experience in the UK and Europe. Prior to joining Just Retirement, Steve held senior roles at Commercial Union, Aviva and Britannic Retirement Solutions. He is a director of Equity Release Council and the secretary general of the European Pensions & Property Asset Release Group, an organisation established to seek to foster dialogue between industry, EU institutions and governments on innovative pensions and property asset release solutions.

Christopher (Chris) Berryman (Group Chief Operating Officer)

Chris Berryman, along with five other directors, founded Just Retirement in 2004. He is the Just Retirement Group Chief Operating Officer and is responsible for a number of the Just Retirement Group's business divisions, including Change Management, Legal, Company Secretarial, IT, and Customer Services. Chris has 24 years' experience in the financial services industry, 18 of which have been in the retirement sector across a variety of roles including product development, service, IT, Change Management and actuarial modelling. He previously worked at NPI, GE and Britannic Group. He is a director of Lifestyle Park Homes Limited.

David Cooper (Group Distribution & Marketing Director)

David Cooper has spent nearly 30 years working in financial services. He has operated in a number of sectors including retail banking, general insurance, personal credit, actuarial consulting and in the past decade the retirement industry. He has worked for a variety of large organisations including GE Capital, Centrica plc and Bradford & Bingley as well as much smaller growth businesses such as the founder of enhanced annuities, Stalwart Assurance, and since 2006 Just Retirement. He is a non-executive director of Origo Services Limited, the software standards and services supplier, and marketing director at David Cooper Racing Limited. He is a member of Scion Film Opportunities LLP, and was previously a member of Ingenious Film Partners 2 LLP and Melrose Film Partnership LLP.

Alexander (Alex) Duncan (Chief Risk Officer)

Alex Duncan joined Just Retirement in September 2012. He is a fellow of the Institute and Faculty of Actuaries and has 24 years of experience in the financial services industry covering many disciplines, including reinsurance, consulting, banking and industry. Prior to joining Just Retirement, Alex spent eight years at Old Mutual where he held a number of positions including head of UK Acquisitions, head of Corporate Finance and Development and director of Finance—Capital, where he was responsible for capital management and treasury.

Hugh McKee (Managing Director of Just Retirement's UK Life Business)

Hugh was previously at Royal London where his past roles included managing director of Scottish Provident, managing director of Caledonian Life and chief executive officer of the Intermediary Division (encompassing Scottish Life, Scottish Provident, Bright Grey and Caledonian Life). He had transferred with the Scottish Provident business to Royal London from Resolution, having joined them from Prudential as head of UK New Business. An honours graduate of the University of Glasgow in Mathematics and Statistics, he has been a qualified actuary for more than 20 years having trained with Scottish Amicable. For the past five years Hugh has been a non-executive board member of the UK's last remaining trustee savings bank, the Airdrie Savings Bank, acting as their senior independent non-executive board member for the past three years.

Paul Turner (Group Director, Business Development)

Paul joined Just Retirement in August 2014 as Group Director, Business Development. Paul is responsible for corporate business development within the group, leads the group's international business in South Africa and also its UK Lifetime Mortgage business. Paul is a member of the Just Retirement Group Executive Committee. Prior to Just Retirement, Paul held various senior international roles at Swiss Re including director in Swiss Re Globals Division, based in Hong Kong, principal officer of Swiss Re Singapore branch, head of Life & Health, South East Asia and chief underwriter, Asia. Paul has over 20 years of insurance industry experience in the UK, Australia, New Zealand and Asia.

Anne Ridge (Group HR Director)

Anne Ridge joined Just Retirement in March 2010 as an interim head of HR and was appointed Group HR Director in September 2010. She is a fellow of the Chartered Institute of Personnel and Development and has over 25 years' experience in human resources. Prior to joining Just Retirement she worked in a number of industries including retail (at Marks & Spencer), the oil and gas sector (BP) and in financial services with the Britannic Group.

4. Corporate Governance

4.1 UK Corporate Governance Code

The Just Retirement Board seeks to comply with the UK Corporate Governance Code. The UK Corporate Governance Code recommends that at least half the board of directors of a UK-listed company, excluding the chairman, should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, their judgement. As of the date of this Prospectus, the Just Retirement Board consists of five Non-Executive Directors (excluding the Chairman) and three Executive Directors. Following the completion of the Proposed Merger and the appointment of the Proposed Directors, the JRP Group Board will consist of nine non-executive directors (excluding the chairman) and three executive directors.

The Just Retirement Board considers that all save one of its Non-Executive Directors, including the Chairman, are independent in the manner required within the meaning of the UK Corporate Governance Code and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.

The UK Corporate Governance Code recommends that the board of directors of a company with a premium listing on the Official List should appoint one of the non-executive directors to be the senior independent director to provide a sounding board for the chairman and to serve as an intermediary for the other directors when necessary. The senior independent director should be available to shareholders if they have concerns which contact through the normal channels of the Chief Executive Officer has failed to resolve or for which such contact is inappropriate. As at the date of this Prospectus, Keith Nicholson is the senior independent director of the Company.

4.2 Committees of the Just Retirement Board

The Just Retirement Board has established five committees: an Audit Committee, a Nominations Committee, a Remuneration Committee, a Market Disclosure Committee and a Risk and Compliance Committee. If the need should arise, the Just Retirement Board may set up additional committees as appropriate. These committees, together with the Investment Committee of the board of Directors of JRL and the Just Retirement Group's Executive Committee, are the principal operating committees of the Just Retirement Group.

(a) Audit Committee

The Audit Committee's role is to assist the Just Retirement Board with the discharge of its responsibilities in relation to financial reporting, internal and external audits and controls, including reviewing the Just Retirement Group's annual financial statements, reviewing and monitoring the scope of the annual audit and the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the internal audit activities, internal controls and risk management systems in place within the Just Retirement Group. The Audit Committee will normally meet not less than four times a year.

The Audit Committee is chaired by Keith Nicholson and its other members are Kate Avery, Michael Deakin and Steve Melcher. The UK Corporate Governance Code recommends that all members of the Audit Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement and that one such member has recent and relevant financial experience. The Just Retirement Board considers that Just Retirement complies with the requirements of the UK Corporate Governance Code in that regard.

(b) Nominations Committee

The Nominations Committee assists the Just Retirement Board in determining the composition and make-up of the Just Retirement Board. It is also responsible for periodically reviewing the Just Retirement Board's structure and identifying potential candidates to be appointed as directors, as the need may arise. The Nominations Committee also determines succession plans for the Chairman and Chief Executive Officer. The Nominations Committee will normally meet not less than twice a year.

The Nominations Committee is chaired by Tom Cross Brown and its other members are Steve Melcher and Keith Nicholson. The UK Corporate Governance Code recommends that a majority of the Nominations Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement. The Just Retirement Board considers that Just Retirement complies with the requirements of the UK Corporate Governance Code in that regard.

(c) Remuneration Committee

The Remuneration Committee recommends what policy the Just Retirement Group should adopt on executive remuneration, determines the levels of remuneration for each of the Executive Directors, the Chairman and the Group Company Secretary and recommends and monitors the remuneration of members of senior management. The Remuneration Committee will also generate an annual remuneration report to be approved by the members of the Just Retirement Group at the annual general meeting. The Remuneration Committee will normally meet not less than twice a year.

The Remuneration Committee is chaired by Kate Avery and its other members are Tom Cross Brown, Keith Nicholson and Michael Deakin. The UK Corporate Governance Code recommends that all members of the Remuneration Committee be non-executive directors, independent in character and judgement and free from any relationship or circumstance which may, could or would be likely to, or appear to, affect their judgement. The Just Retirement Board considers that Just Retirement complies with the requirements of the UK Corporate Governance Code in that regard.

(d) Market Disclosure Committee

The Market Disclosure Committee oversees the disclosure of information by Just Retirement to meet its obligations under the Disclosure and Transparency Rules (the ''DTRs'') and to ensure that decisions in relation to those obligations can be made quickly. The Market Disclosure Committee's role is to determine whether information is inside information, when such information needs to be disclosed and whether any announcements are required. Other responsibilities include reviewing and approving announcements concerning developments in the Just Retirement Group's business and monitoring compliance with the Just Retirement Group's DTR disclosure controls and procedures.

The Market Disclosure Committee meets whenever necessary to fulfil its responsibilities and is chaired by Tom Cross Brown and its other members are Keith Nicholson, Rodney Cook and Simon Thomas.

(e) Risk and Compliance Committee

The Risk and Compliance Committee is principally responsible for assisting the Just Retirement Board and other members of the Just Retirement Group in the discharge of their risk and regulatory oversight responsibilities. The Risk and Compliance Committee reviews and challenges the overall effectiveness of the Just Retirement Group's regulatory systems and controls, risk management and future developments. The Risk and Compliance Committee also provides advice on regulatory and risk strategies including oversight of current risk exposures.

The Risk and Compliance Committee is chaired by Steve Melcher and its other members are Tom Cross Brown, Kate Avery, Keith Nicholson and Michael Deakin.

(f) Investment Committee

The Investment Committee assists the directors of JRL in achieving its investment objectives. The Investment Committee is responsible for reviewing and overseeing the implementation of JRL's investment policy, including the performance of the investment portfolio, recommending the appointment and assessing the performance of the external investment managers, and the effectiveness of reporting procedures. The Investment Committee will normally meet not less than four times a year.

The Investment Committee is chaired by Michael Deakin and its other members are Tom Cross Brown, Keith Nicholson and Steve Melcher.

(g) Just Retirement Group's Executive Committee

The Just Retirement Group also operates a Executive Committee to support the Chief Executive Officer in the performance of his duties, including the development and implementation of strategy, the monitoring of operating and financial performance, the assessment of control and risk, the supervision and prioritisation of resources, the monitoring of competitive forces and the day-to-day operational management of the Just Retirement Group. It is supported by the following sub-committees: Operational Risk Committee, Pricing Committee, Asset and Liability Committee, Insurance Committee, Product and Proposition Committee, Change Committee, Retail Funds Committee and Regulatory Oversight Committee.

The Just Retirement Group's Executive Committee members are Rodney Cook, Simon Thomas, Shayne Deighton, Chris Berryman, David Cooper, Anne Ridge, Alex Duncan, Hugh McKee and Paul Turner. Meetings are chaired by committee members in turn, excluding the Chief Executive Officer. Steve Kyle, Group Regulatory & Audit Director, provides independent input to the Just Retirement Group's Executive Committee and has access to all committee materials.

4.3 Share dealing code

Just Retirement has adopted a set of rules for dealing in securities of Just Retirement which is based on, and is at least as rigorous as, the Model Code as published in the Listing Rules.

The rules adopted apply to the directors, senior management and other relevant employees of the Just Retirement Group.

4.4 Relationship Agreements with Avallux and Cinven Funds

The Company has entered into the Avallux Relationship Agreement, principally to ensure that it will be able, at all times, to carry on its business independently of Avallux and that all transactions and relationships between the Company and Avallux are at arm's length and on a normal commercial basis.

The Company has entered into the Cinven Relationship Agreement, which principally will, conditional upon completion of the Proposed Merger, ensure that it will be able, at all times, to carry on its business independently of the Cinven Funds and that all transactions and relationships between the Company and the Cinven Funds are at arm's length and on a normal commercial basis.

See paragraphs 11.4 and 11.5 of Part 16 ''Additional Information'' for a more detailed description of the relationship agreements with Avallux and the Cinven Funds.

4.5 Conflicts of interest

James Fraser is a partner at Permira. Permira advises certain funds that wholly own Avallux, which as at the date of this Prospectus controls 52.3 per cent. of the voting rights in the Company. Following completion of the Proposed Merger (based on the Assumptions), Avallux will control 29.3 per cent. of the voting rights in JRP Group plc.

Peter Catterall is a partner of Cinven Partners LLP which advises the Cinven Funds which will, following completion of the Proposed Merger (based on the Assumptions), control 19.5 per cent. of the voting rights in JRP Group plc.

Save as set forth in this paragraph 4.5 of this Part 6 (''Directors, Proposed Directors, Senior Management and Corporate Governance'') above, there are no potential conflicts of interest between any duties owed by the Directors or Senior Management to the Company and their private interests or other duties.

PART 7 JUST RETIREMENT FINANCIAL INFORMATION

Historical financial information

The following documents, which have been filed with the FCA and are available for inspection in accordance with paragraph 23 of Part 16 ''Additional Information'' of this Prospectus, contain financial information which is relevant to the Proposed Merger:

• Just Retirement's Annual Report & Accounts 2015 filed with the FCA on 24 September 2015 (which includes Just Retirement's audited financial statements for the year ended 30 June 2015) (''Just Retirement's Annual Report & Accounts 2015'');
• Just Retirement's Annual Report & Accounts 2014 filed with the FCA on 14 October 2014 (which includes Just Retirement's audited financial statements for the year ended 30 June 2014) (''Just Retirement's Annual Report & Accounts 2014''); and
• Just Retirement's IPO prospectus dated 12 November 2013 (which includes audited financial statements of Just Retirement Group Holdings Limited, Just Retirement's direct wholly owned subsidiary, for the years ended 30 June 2013 and 30 June 2012 and an accountant's report thereon from KPMG Audit Plc) (''Just Retirement's IPO Prospectus'').

Information incorporated by reference

The tables below set out the various sections of the documents referred to above which are incorporated by reference into, and form part of, this Prospectus so as to provide certain information required pursuant to the Prospectus Rules, and only the parts of the documents identified in the tables below are incorporated into, and form part of, this Prospectus. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Prospectus.

For the year ended 30 June 2015

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent auditor's report to the members of
Just Retirement	Just Retirement's Annual Report & Accounts 2015	84 - 86
Consolidated statement of comprehensive income	Just Retirement's Annual Report & Accounts 2015	87
Consolidated statement of changes in equity	Just Retirement's Annual Report & Accounts 2015	88
Consolidated statement of financial position	Just Retirement's Annual Report & Accounts 2015	89
Consolidated statement of cash flows	Just Retirement's Annual Report & Accounts 2015	90
Notes to the consolidated financial statements	Just Retirement's Annual Report & Accounts 2015	91 - 131

For the year ended 30 June 2014

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent auditor's report to the members of Just Retirement	Just Retirement's Annual Report & Accounts 2014	70 - 72
Consolidated statement of comprehensive income	Just Retirement's Annual Report & Accounts 2014	73
Consolidated statement of changes in equity	Just Retirement's Annual Report & Accounts 2014	74
Consolidated statement of financial position	Just Retirement's Annual Report & Accounts 2014	75
Consolidated statement of cash flows	Just Retirement's Annual Report & Accounts 2014	76
Notes to the consolidated financial statements	Just Retirement's Annual Report & Accounts 2014	77 - 114

For the years ended 30 June 2013 and 30 June 2012

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Accountant's report of KPMG Audit Plc to the Directors of Just Retirement Group	Just Retirement's IPO Prospectus	124 - 125
Consolidated statement of comprehensive income for the years ended 30 June 2013 and 30 June 2012	Just Retirement's IPO Prospectus	126
Consolidated statement of changes in equity for the years ended 30 June 2013 and 30 June 2012	Just Retirement's IPO Prospectus	127
Consolidated statement of financial position as at 30 June 2013 and 30 June 2012	Just Retirement's IPO Prospectus	128
Consolidated cashflow statement for the years ended 30 June 2013 and 30 June 2012	Just Retirement's IPO Prospectus	129
Notes to the Just Retirement Group's financial information	Just Retirement's IPO Prospectus	130 - 168

PART 8

JUST RETIREMENT OPERATING AND FINANCIAL REVIEW

This Part 8 ''Just Retirement Operating and Financial Review'' should be read in conjunction with ''Important Information—Presentation of Financial Information'', Part 3 ''Information on the Just Retirement Group'' and Part 7 ''Just Retirement Financial Information''. Prospective investors should read this entire Prospectus (including the information incorporated into this Prospectus by reference) and not just rely on the summary information set out below. The financial information included or incorporated by reference in this Part 8 ''Just Retirement Operating and Financial Review'' is extracted from the financial information referred to in Part 7 ''Just Retirement Financial Information'' (which has been incorporated into this Prospectus by reference) or has been extracted without material adjustment from Just Retirement's accounting records, which formed the underlying basis of the financial information referred to in Part 7 ''Just Retirement Financial Information'' (which has been incorporated into this Prospectus by reference).

Some of the information in this Part 8 ''Just Retirement Operating and Financial Review'', including information in respect of Just Retirement's plans and strategies for its business and expected sources of financing, contains forward-looking statements that may involve risks and uncertainties. The Just Retirement Group's actual results could differ materially from those that it discusses in these forward-looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this Prospectus, particularly under the sections headed ''Risk Factors'' and ''Important Information—Information Regarding Forward-looking Statements''.

1. OVERVIEW OF THE JUST RETIREMENT GROUP

Established in 2004, Just Retirement is a specialist UK financial services group focusing on the UK retirement income market. It is a leading provider of DB de-risking solutions and retirement income products such as annuities and LTMs.

The Just Retirement Group's leading medical underwriting skills have enabled it to offer competitive but profitable terms in the provision of both bulk and individual retail annuities. For smaller DB pension schemes with below average life expectancy, the Just Retirement Group can profitably offer attractive buy-out terms to trustees seeking to de-risk their scheme. For larger schemes, the Just Retirement Group may be able to help de-risk the scheme by means of a ''top slicing'' of liabilities. Likewise, for individual annuities, by medically underwriting the annuitant, the Just Retirement Group can offer a rate which more closely reflects their life expectancy than traditional pricing models, often offering significantly better value for money. So far this has tended to give the Just Retirement Group a pricing advantage among unhealthy annuitants, but the Directors expect an increasing proportion of annuities to be underwritten based on medical and/or lifestyle factors over time, whether the insured is unhealthy or not. Rates offered to both Just Retirement Group and individual annuitants are further supported by the attractive returns attained by the Just Retirement Group's portfolio of LTMs as well as fixed income securities.

The Just Retirement Group continuously looks to use its significant proprietary IP to increase its share in those segments of retirement income products assessed to be attractive, and to develop new products such as hybrid policies combining individually underwritten guaranteed income with income drawdown, immediate need annuities, and fixed term annuities. The Just Retirement Group's DB de-risking business was itself established in 2012 and has already grown to be the largest revenue generator measured by new business premiums in the current financial year.

Just Retirement has utilised its well-known brand, sound capital position, automated and scalable underwriting system and reputation for high-quality service to develop an RDR-compliant multi-channel distribution strategy. In the DB de-risking segment, Just Retirement's products are distributed via the EBCs who advise the trustees on the management of their schemes. Distribution to individuals is through a combination of financial intermediaries, EBCs, life insurance companies, platforms, banks, building societies, price comparison websites and affinity partners. The Directors believe that the strength of Just Retirement's distribution relationships and the willingness of networks to engage with it are testament to the strength of its award winning and differentiated service proposition for distributors and the Just Retirement Group's commitment to offer a ''just retirement'' to its customers.

Just Retirement has consistently reinsured a substantial portion of the longevity risks within its annuity new business. This strategy has provided relief from statutory capital requirements, allowing the Just Retirement Group to optimise its capital position and support growth.

Just Retirement is based in Surrey and had 769 employees as at 30 June 2015. The Just Retirement Group's management team has over 100 years of combined experience in the retirement income market, and the majority have been part of the Just Retirement Group for a significant period of time. Members of the Just Retirement Group are authorised and regulated in the United Kingdom by the FCA and/or the PRA. In particular, JRL is authorised by the PRA and regulated by the FCA and the PRA, while JRSL is authorised and regulated by the FCA.

2. SIGNIFICANT FACTORS AFFECTING RESULTS OF OPERATIONS OF THE JUST RETIREMENT GROUP

The discussion below describes several significant factors that have had and/or may have a material effect on the Just Retirement Group's results of operations. Certain risks and other factors which may affect the Just Retirement Group's business are discussed in the section headed ''Risk Factors''.

2.1 Impact of budget reform

The 2014 Budget weakened the requirement to purchase an annuity in order to access pension savings, which resulted in material falls in individual annuity volumes. The Just Retirement Board believes that this resulted in a large number of customers deferring their decision as to how to utilise their pension savings, which in turn has impacted the sales of annuities in the UK. These reforms had an immediate impact on the sales of individual annuities in the UK, which fell by 42 per cent. from £11.9 billion in 2013 to £6.9 billion in 2014.

The Just Retirement Group has responded to these reforms by reducing its cost base and focusing on its DB de-risking proposition. DB de-risking accounted for around half of the New Business Sales volumes for the Just Retirement Group for the year ended 30 June 2015, which largely offset the decline in individual annuity sales during this period. The Just Retirement Group has also created drawdown products which work together with GIfL products. These allow individuals to keep some of their savings at work in the investment markets, while ensuring that their regular expenses will be met by turning some of their savings into a secure income.

The Directors believe that the Just Retirement Group's new, flexible products place it in the vanguard of product innovation for individual retirement income. In the nine months post-Budget to 31 December 2014, annuity sales across the UK fell by approximately £4.2 billion, or approximately 50 per cent. compared with the same period in the prior year. Meanwhile, sales of drawdown contracts reported by the ABI increased by approximately £0.7 billion over the same period.

2.2 Impact of Solvency II

A new solvency regime applicable to the EU insurance sector, known as Solvency II, has been developed over recent years (for more information, see paragraph 9.2 in Part 5 ''Regulatory Overview''). The main aim of this new prudential framework is to ensure the financial stability of the insurance industry across the EU and protect policyholders through establishing solvency requirements better matched to the true risks of the business. Full implementation of Solvency II must take place by 1 January 2016.

One key feature of the new regime for insurers and reinsurers under Solvency II is that these entities will be allowed to make use of internal capital models to calculate capital requirements if the model has been approved by the appropriate regulator. The Just Retirement Group has applied for permission to use an internal model and the matching adjustment to calculate regulatory capital for Solvency II and to use transitional measures to calculate technical provisions. Final approvals are expected in December 2015. For more information, see ''Risk Factors—The current solvency regime with which members of the Just Retirement Group and the Partnership Assurance Group are, and following completion of the Proposed Merger, the Combined Group will be, required to comply is undergoing significant change, the outcome of which remains uncertain''.

While the overall intentions and process for implementing Solvency II are largely known, the future landscape of EU solvency regulation is still evolving, and the precise interpretation of the rules is still being developed. Following the implementation of Solvency II, regulators may continue to issue guidance and other interpretations or calibrations of applicable requirements, which could require further adjustments by the Just Retirement Group or, following completion of the Proposed Merger, the Combined Group, in the future. Therefore, the overall effect upon the Just Retirement Group's results of operations remains uncertain.

2.3 Impact of the Proposed Merger

The Just Retirement Board believes that the Proposed Merger creates the potential for substantial synergies resulting in significant value creation for Just Retirement shareholders by benefiting from its increased scale to compete for larger opportunities in the attractive DB pension scheme de-risking segment, and that the Proposed Merger will strengthen the competitive position of the Combined Group in the retail retirement income market, enhancing the business's ability to provide customers with better value alternatives to the products currently offered by larger incumbent insurers. In addition, the Just Retirement Board believes that combining the platforms and expertise of Just Retirement and Partnership Assurance will enhance the Combined Group's ability to develop and accelerate new product launches in the evolving retirement income market, and that in both the UK DB de-risking segment and retirement income market, the brand and distribution reach of the Combined Group will be enhanced.

The Proposed Merger is expected to result in a Combined Group with £1.8 billion of new business premiums (based on the 12 months to 30 June 2015) serving over 60 DB pension scheme customers and around 280,000 in-force retail customers. The Just Retirement Board expects the Proposed Merger to result in pre-tax cost savings of at least £40 million per annum. These synergies are expected to be implemented following completion of the Proposed Merger with the full run-rate being achieved in 2018 (the third year following completion) and are expected to require one-off integration costs of £60 million (excluding transaction costs and non-cash costs) over two years. The Just Retirement Directors also expect these synergies to have a positive impact on embedded value, new business margin, Economic Capital and Solvency II capital ratios over time.

2.4 Market and macroeconomic factors

Market environment and macroeconomic conditions, to the extent they affect the sales of retirement annuities (which includes both GIfL and DB products) and LTMs, could have a material impact on the Just Retirement Group's results of operations. Factors affecting these markets include competition, the growth in population reaching retirement age, the increasing proportion of retirees whose pension benefits are purchased from DC pension schemes rather than DB schemes, changes to consumer appetite for particular products, fluctuations in investment income due to changing market conditions, changes to the regulatory environment, increased awareness of the Just Retirement Group's products and the increasing proportion of customers purchasing annuities through the OMO. Additional factors affecting the sales of LTMs in the UK include interest rates, fees for early redemption, house prices and the forecast decline of income at retirement.

In addition, the Just Retirement Group's margin and sales volume targets are affected by competitive and market dynamics. The Just Retirement Group is subject to market-wide and macroeconomic trends that impact the Just Retirement Group's ability to price products in a way that will attract customers and grow its business. Increased competition in both the annuities segment and LTM segment led to pricing pressures. Other changes to the segments in which the Just Retirement Group sells its products can also affect pricing, for example, changes in lifestyle, technology or regulation and their effect on customers' actual or perceived need for the Just Retirement Group's products.

2.5 Defined benefit de-risking solutions

Defined benefit de-risking transactions were unaffected by the 2014 Budget and account for a significant proportion of the growth in the overall UK retirement income market. In response to the decline in GIfL sales following the 2014 Budget, the Just Retirement Group made a strategic decision to accelerate the growth in its DB de-risking business. In the year ended 30 June 2015, the Just Retirement Group experienced a six-fold increase in its DB de-risking new business premiums compared to the previous year, primarily by broadening its distribution relationships and accessing new segments. This increase has largely offset the fall in GIfL sales, which, as expected, were affected significantly by the 2014 Budget.

Until recently, providers of DB de-risking solutions did not medically underwrite scheme members, even though underwriting could potentially benefit both schemes and their members. In many cases, medical underwriting permits insurers to offer the pension scheme trustees a lower cost for the de-risking solution. The Just Retirement Group generally targets schemes with fewer than 300 lives and assets under management below £200 million, and offers buy-in and buy-out solutions for defined benefit trustees.

The DB de-risking business is the Just Retirement Group's largest product representing 41.8 per cent. of total New Business Sales for the year ended 30 June 2015. Although this business is inherently unpredictable, the Just Retirement Group is optimistic that medical underwriting will increasingly be seen as the right option for DB de-risking. The Just Retirement Group expects to see sales of around £400 million in the first half of 2015/16. However, given the lumpy nature of the business, this flow is likely to be concentrated in the second quarter of 2015/16.

2.6 Pricing

The Just Retirement Group's underwriting results and profitability are dependent on the accurate pricing of its DB de-risking, GIfL and LTM products. The Just Retirement Group's ability to price its products requires a detailed technical understanding of the underlying risk in order to estimate future policy costs accurately, assess the life expectancy of its customers, adjust in a timely manner to market pricing dynamics and manage its costs of operations. In pricing its products, the Just Retirement Group continually reviews and responds to technical factors (such as changes in the assessed level of longevity, changes in investment yields or changes in regulatory requirements for methods used to assess capital requirements) and commercial pressures from competitor pricing. In response to these factors and pressures, prices can be revised up or down.

The Just Retirement Group's DB and GIfL de-risking products are priced through enhanced modelling of expected mortality that utilises experience and medical data. Combining the expected payments with an expected return from investing the premium allows calculation of the level of annuity payable for a set premium. Changes in the assessed level of regulatory capital required to back individual policies will also impact the price, as the cost of holding that capital to support the business is reflected in the overall price. Pricing of the Just Retirement Group's LTMs is based on similar factors in relation to mortality assumptions and regulatory capital requirements, as well as house prices and interest rates.

See paragraph 6.1 of Part 3 ''Information on the Just Retirement Group'' for further details of the Just Retirement Group's approach.

2.7 Operating expenses

In any given period, a large proportion of the Just Retirement Group's operating expenses are comprised of commissions paid to financial intermediaries (other than with respect to DB de-risking solutions sales, which do not involve the payment of commissions) and personnel expenses. For the year ended 30 June 2015, commissions and personnel expenses together accounted for 45.6 per cent. of the Just Retirement Group's operating expenses and acquisition costs of £146.1 million, compared to 51.7 per cent. of £157.9 million and 53.4 per cent. of £153.7 million for the years ended 30 June 2014 and 2013, respectively. With limited exceptions, these operating expenses are typically recognised when incurred.

Following the 2014 Budget, the Just Retirement Group experienced a fall in individual annuity sales volumes slightly above 50 per cent. compared to the period prior to the 2014 Budget. In response, the Just Retirement Group implemented cost restructuring measures to offset the fall in demand for individual annuities. The cost restructuring included a redundancy programme, resulting in decreased personnel expenses during the period under review. However, the Just Retirement Group also recorded a restructuring charge of £5.4 million in connection with this programme. Commissions paid to financial intermediaries in connection with the sale of GIfL products also declined following the 2014 Budget announcement. These savings were largely offset by costs incurred in connection with the development of new products. As a result, operating expenses increased during the period under review to £127.6 million in the year ended 30 June 2015 from £126.8 million in the year ended 30 June 2014 and £114.2 million in the year ended 30 June 2013.

Going forward, the Just Retirement Group expects operating expenses to increase less quickly than sales as a result of its automated and scalable underwriting system.

2.8 Quotes and seasonality

The Just Retirement Group's results of operations are influenced by the volume of quotes provided to potential individual customers, the percentage of quotes converted to applications, and the number of applications converted to purchase a product. The volume of quotes for GIfL products decreased significantly during the period under review following the 2014 Budget announcement, resulting in a decline of GIfL applications and a corresponding decline in GIfL sales volumes. With respect to LTM product sales, the Just Retirement Group targets a ratio of LTM advances to the combined value of DB and GIfL sales of 25 per cent. LTM advances were higher in the 2014 financial year, and were subsequently managed down to 28 per cent. in the 2015 financial year.

The volume of quotes for GIfL and LTM products are also affected by seasonal changes each year. In December, individual annuities quotes have historically been lower than at other times during the year. LTM quotes are also subject to seasonality, with a lower level of quotes in December. Although the Just Retirement Group has only recently entered the DB segment in the past two years, and therefore, has a limited track record in this segment, the Just Retirement Group has observed increased demand towards the end of the calendar year, which reflects the appetite of sponsoring companies to de-risk in time for their own year end.

2.9 Taxation

The Just Retirement Group's corporate tax rate during the period under review (2015: 20.75 per cent.; 2014: 22.5 per cent.; 2013: 23.75 per cent.) has reflected the UK statutory rate. JRL (the life insurance company in the Just Retirement Group) will continue to be taxed on a trading profit basis, provided its basic life insurance and general annuity business (i.e., its non-pensions business) represents less than 5 per cent. of its total revenue. The annuities written by the Just Retirement Group are classified as pension business for tax purposes.

Until 31 December 2012, the taxable profits were based on the regulatory surplus (PRA basis) rather than UK generally accepted accounting principles (''GAAP'') statutory accounting profit. With effect from 1 January 2013, the tax rules for life insurance companies changed such that taxable profits will be based on the statutory accounting profit (prepared using UK GAAP), not the regulatory surplus. Under the new rules, taxable amounts arising from the difference in treatment crystallised on 31 December 2012 and will be brought into tax evenly over a 10-year period. This change in taxation basis is expected to have a broadly neutral impact on the Just Retirement Group's corporate taxation position, although tax cash payments could accelerate.

2.10 Reinsurance

As part of its overall risk mitigation and capital management strategy, the Just Retirement Group has entered into reinsurance treaties with a number of reassurance providers covering, in the aggregate, approximately 66 per cent. of the longevity risks under its current qualifying GIFL new business and 55 per cent. of the longevity risk under its current qualifying DB de-risking new business. As at 30 June 2015, the Just Retirement Group's reinsurance was provided by Hannover Re, RGA International, RGA Global, General Re and Achmea Re (with respect to business entered into prior to 1 July 2012). Reinsurance also contributes to the Just Retirement Group's initial regulatory capital requirements of the GIfL business.

Reinsurance enables the Just Retirement Group to improve pricing competitiveness and the quality of earnings by transferring risk (and therefore potential losses) to its reinsurers. Significant changes in reinsurance pricing or the ability to obtain reinsurance may have a material impact on the Just Retirement Group's results. Changes in the structure of reinsurance contracts can impact the Just Retirement Group's results, as well as changes in the level of reinsurance.

Since 1 March 2015, the GIfL business, which has been underwritten using PrognoSysTM, has been 45 per cent. reinsured via a longevity swap contract in addition to the amounts (21 per cent.) reinsured under the quota share treaty with Hannover Re. The DB de-risking business is reinsured on a scheme by scheme basis via a longevity swap contract which transfers 55 per cent. of longevity risk to the reinsurer. The care plan (immediate needs annuity) business is reinsured via a longevity swap contract which transfers 90 per cent. of the risk to the reinsurer. For more information about the Just Retirement Group's reinsurance policies and procedures, see paragraph 7 of Part 3 ''Information on the Just Retirement Group''.

2.11 Investment management

The Just Retirement Group's investment return affects its profitability in any given reporting period. The Just Retirement Group's investment strategy is to manage its financial asset portfolios to optimise risk-adjusted returns, minimise cash-flow mismatches in relation to future payment obligations arising from the Just Retirement Group's DB de-risking solutions, GIfL products and LTMs and limit exposure to interest rate fluctuations. The majority of the Just Retirement Group's financial investments are held in UK gilts and corporate bonds (55 per cent. as at 30 June 2015) in order to match cash inflows from such investments against expected future cash outflows in respect of future payment obligations. The Just Retirement Group's policy is to exit investments when an investment manager raises concerns of issuer default (either sovereign or corporate) or when there are opportunities to improve risk adjusted returns.

With regard to the Just Retirement Group's LTM portfolio, the Just Retirement Group has been able to exercise a high degree of control over the quality of mortgages advanced as these are primarily sourced directly from customers, rather than acquiring books of mortgages originated by third parties. The LTV ratio of the LTM portfolio was 25 per cent. as at 30 June 2015.

The Just Retirement Group's public bond portfolio is managed by Robeco and Blackrock. Private placements are sourced and managed by MetLife. Westbourne Credit Management Limited was recently appointed to source and manage infrastructure loans. For a discussion of the Just Retirement Group's investment strategy, see paragraph 8 of Part 3 ''Information on the Just Retirement Group''.

2.12 Movements in interest rates

The Just Retirement Group's margins are sensitive to movements in risk free interest rates, as measured by swap rates. Decreasing swap rates positively impact LTM margins but adversely affect GIfL and DB margins, whereas increasing swap rates have the opposite effects. The cash flows associated with liabilities for DB de-risking and GIfL products and the assets backing these liabilities are closely matched, which largely removes any sensitivity to movements in interest rates. However, there are some excess long-dated LTM cashflows and other asset cashflows (primarily long-dated gilts), and Just Retirement uses interest rate derivatives to partially hedge the exposure arising from these cashflows. To the extent these cashflows are not hedged, there would be an impact on profit/(loss) which would flow through Net Investment Income (see paragraphs 4.5, 5.1.1 and 5.2.1 of this Part 8 ''Just Retirement Operating and Financial Review'') but would be excluded from Operating Profit.

2.13 Insurance liabilities

The Just Retirement Group maintains insurance liabilities to cover the estimated cost of annuity payments and the related administrative expenses required to manage an insurance policy over its expected duration. Changes in the level of insurance liabilities may materially impact the Just Retirement Group's reported results for a given period as the movement in insurance liabilities from period to period is a material contributor to the profits reported by the Just Retirement Group.

The Just Retirement Group sets the level of insurance liabilities at the end of each financial year using actuarial methods having due regard to the actuarial principles set out in the PRA's Prudential Sourcebook for insurers. The level of insurance liabilities is dependent upon a range of actuarial and economic assumptions, each of which is reassessed in light of the most recent information available to the Just Retirement Group at the time of setting the insurance liabilities. For example, changing longevity assumptions affect the level of insurance liabilities set by the Just Retirement Group. In addition, regulatory and legal developments may result in the Just Retirement Group deciding to maintain greater levels of insurance liabilities.

The Just Retirement Group has continued to invest and develop PrognoSysTM, with a second phase to the programme completed during the 2014/2015 financial year. As PrognoSysTM has continued to evolve, the Just Retirement Group is able to assess healthier lives as well as more impaired lives, and to improve its pricing and reserving processes continually, supporting delivery of future profits. During the year ended 30 June 2015, only minor changes have been made to GIfL and DB longevity assumptions with no material change to insurance liabilities.

2.14 Changes in regulation

Developments in government regulation and legislation may require the Just Retirement Group to make significant changes to its reserves, capital, pricing models, systems and controls, and may have a material effect on its results of operations.

In addition to Solvency II as discussed above, additional regulatory developments that could have an impact on the Just Retirement Group's results include, among others, changes to the Approved Persons regime, the FCA market study on retirement income and review of annuities and the implementation of the CA. See paragraph 9 of Part 5 ''Regulatory Overview'' for further information on these developments.

The Just Retirement Board cannot predict with certainty the effects that regulatory reforms may have on the Just Retirement Group. To help the Just Retirement Group assess and manage the likely impact of

regulatory and legal developments and uncertainties in its business, the Just Retirement Group's policy has been to proactively engage in emerging regulatory developments by participating in industry consultation and supporting the introduction of a coherent package of reforms. For example, in 2014, Just Retirement contributed heavily to the HM Treasury consultation process on freedom and choice in pensions and subsequent developments by the FCA in this area—to support and enable better choice, service, products and ultimately to better outcomes for consumers.

In addition, the Just Retirement Group has prepared new solvency assessments in response to regulatory changes and has modelled several different scenarios with regard to regulatory trends in order to look for ways to minimise the overall impact of future regulations and take advantage of emerging opportunities.

3. KEY PERFORMANCE INDICATORS

The Just Retirement Board has adopted the following metrics, which are considered to give an understanding of the Just Retirement Group's underlying performance drivers. These measures are referred to as KPIs. The KPIs described below are not measures of financial performance under generally accepted accounting principles, including IFRS, and should not be considered in isolation or as an alternative to the statement of comprehensive income or other primary financial information included in Part 7 ''Just Retirement Financial Information''. New Business Operating Profit, In-Force Operating Profit and Underlying Operating Profit for the two years ended 30 June 2015 and 2014 have been extracted without material adjustment from Note 6 of the financial information for the Just Retirement Group included in the Just Retirement Group's Annual Report & Accounts 2015. Because these measures are not determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, they may not be comparable with other similarly titled measures of performance of other companies.

The Just Retirement Board considers the Just Retirement Group's KPIs to be as follows:

• New Business Operating Profit—represents the profit generated from new business written in the year after allowing for the setting up of prudent reserves and for acquisition expenses.
• In-Force Operating Profit—captures the expected margin to emerge from the in-force book of business and free surplus, and results from the gradual release of product reserving margins over the lifetime of the policies.
• Underlying Operating Profit—equals the sum of New Business Operating Profit and In-Force Operating Profit.
• New Business Sales—include DB and Retirement Income premiums written combined with LTM advances in the year. New Business Sales are a key indicator of the Just Retirement Group's growth and realisation of its strategic objectives.
• EEV—represents the sum of shareholders' net assets and the value of in-force business, and is a key measure in assessing the future profit streams of the Just Retirement Group's long-term business. It also recognises the additional value of profits in the business that has been written but not yet recognised under IFRS accounting.
• Economic Capital Coverage Ratio—expresses the Board's view of the available capital as a percentage of the required capital. Economic Capital is a key risk-based capital measure.

3.1 Underlying Operating Profit

The Just Retirement Board considers Underlying Operating Profit to be a key indicator of the progress of the business and a useful measure for investors and analysts when assessing the Just Retirement Group's financial performance and position, as this measure excludes the impact of one-off assumption changes and investment variances which can distort the period-on-period results. The Just Retirement Group's ''buy and hold'' investment strategy means that the vast majority of its UK gilts and corporate bonds should be held to maturity, thereby ensuring that any investment variances, in aggregate and over the life of the bonds, should not materially impact the financial performance of the Just Retirement Group in any single year. As the Directors believe that reinsurance and bank finance costs and regulatory and non-recurring expenditure are not components of the Just Retirement Group's Underlying Operating Profit, those costs are excluded from Underlying Operating Profit.

The table below shows the components of Underlying Operating Profit for each period:

		Year ended 30 June
	2015	2014	2013
		£m
New Business Operating Profit	36.8	53.1	58.9
In-Force Operating Profit	49.6	43.6	41.1
Underlying Operating Profit	86.4	96.7	100.0
Operating experience and assumption changes	2.4	4.7	(8.7)
Other group companies operating results	(8.7)	(7.5)	(3.1)
Reinsurance and bank finance costs	(12.5)	(13.4)	(9.2)
Operating Profit before tax	67.6	80.5	79.0
Non-recurring and project expenditure	(19.4)	(7.0)	(6.5)
Restructuring costs	—	(5.4)	—
Investment and economic profits	(74.1)	44.1	48.9
(Loss)/profit before finance, amortisation and listing costs and before tax	(25.9)	112.2	121.4
Finance and amortisation costs	(3.7)	(17.1)	(40.0)
Listing costs	—	(2.3)	(3.1)
(Loss)/profit before tax	(29.6)	92.8	78.3

3.2 New Business Operating Profit

For the year ended 30 June 2015, New Business Operating Profit has decreased by £16.3 million, or 30.7 per cent., to £36.8 million, from £53.1 million for the year ended 30 June 2014. This decrease was primarily due to the competition for GIfL products during the year, which has led to reduced margins, as well as the disruption to the individual retirement income market following the 2014 Budget announcement.

For the year ended 30 June 2014, New Business Operating Profit decreased by £5.8 million, or 9.8 per cent., to £53.1 million, from £58.9 million for the year ended 30 June 2013. This decrease was primarily driven by lower GIfL volumes as a result of the impact of the 2014 Budget, together with increased competition resulting in lower margins.

3.3 In-Force Operating Profit

For the year ended 30 June 2015, In-Force Operating Profit increased by £6.0 million, or 13.8 per cent., to £49.6 million, from £43.6 million for the year ended 30 June 2014. This increase was primarily driven by the continued increase in the in-force book of business.

For the year ended 30 June 2014, In-Force Operating Profit increased by £2.5 million, or 6.1 per cent., to £43.6 million, from £41.1 million for the year ended 30 June 2013. This increase was primarily driven by growth in the opening in-force portfolio, offset in part by the impact of falling corporate bond spreads in the year ended 30 June 2014 compared to the previous year.

3.4 New Business Sales

The following table sets out a breakdown of New Business Sales for the years ended 30 June 2015, 2014 and 2013.

	Year ended 30 June
	2015	2014	2013
		£m
Defined benefit de-risking solutions	608.9	92.1	—
Guaranteed Income for Life contracts (GIfL)	478.0	1,106.2	1,265.1
Care Plans	12.1	2.2	—
Retirement Income sales	1,099.0	1,200.5	1,265.1
CDCs	48.7	73.7	78.8
Total Retirement Sales	1,147.7	1,274.2	1,343.9
LTM loans advanced	308.1	476.4	309.7
Total New Business Sales(1)	1,455.8	1,750.6	1,653.6

(1) Retirement Income sales are included in revenue within the Just Retirement Group's statement of comprehensive income and CDC sales and LTM advances are deposit accounted.

For the year ended 30 June 2015, New Business Sales decreased by £294.8 million, or 16.8 per cent., to £1,455.8 million, from £1,750.6 million for the year ended 30 June 2014. This decrease was primarily due to the fall in GIfL sales, which have reduced significantly following the 2014 Budget announcement, as consumers took stock of the new pension freedoms available to them. This decrease was largely offset by the six-fold growth in DB sales in the year ended 30 June 2015.

For the year ended 30 June 2014, New Business Sales increased by £97.0 million, or 5.9 per cent., to £1,750.6 million, from £1,653.6 million for the year ended 30 June 2013. This increase was primarily due to an increase in LTM volumes offsetting the decrease in GIfL volumes.

3.4.1 Retirement Income sales

Overall, new business Retirement Income sales (formerly, retirement annuity premiums) decreased by 8.5 per cent. to £1,099.0 million in the year ended 30 June 2015 compared to £1,200.5 million in the year ended 30 June 2014 for the same reasons driving the decrease in New Business Sales discussed above.

Retirement Income sales form the majority of Just Retirement Group's business, and are primarily comprised of DB de-risking solutions and GIfLs. Retirement Income sales decreased by 5.1 per cent. to £1,200.5 million in the year ended 30 June 2014. In the year ended 30 June 2014, Just Retirement Group sold £92.1 million of defined benefit de-risking solutions, reflecting the successful launch into this segment. A new Care Plan annuity product was also launched towards the end of 2013, with £2.2 million sold in the year.

Up to the 2014 Budget announcement, the GIfL business showed signs of recovering from the disruption caused by the EU Gender Directive and the RDR. However, following the Budget announcement on 19 March 2014, the open market experienced a significant fall in sales activity as potential customers and advisers took stock of the announcement.

The Just Retirement Group, along with other open market annuity providers, experienced a fall in sales volumes of slightly above 50 per cent. in 2015 compared with the period prior to the 2014 Budget. The decrease was lower than the estimates of some market commentators.

3.4.2 CDCs

Sales of CDCs reduced by 33.9 per cent. to £48.7 million in the year ended 30 June 2015 from £73.7 million in the year ended 30 June 2014. CDC sales in the prior year were boosted by demand from savers wanting to defer their decision on whether to buy a lifetime income until after the implementation of the new 2014 Budget rules, and sales naturally fell off as the new regime approached.

Sales of CDCs reduced by 6.5 per cent. to £73.7 million in the year ended 30 June 2014. CDC sales had been showing signs of improvement up until the Budget announcement. Despite the slowdown during the last quarter of 2014, sales for the last half of the financial year remained at the same level compared with the comparative period in 2013. The Board's response to the Budget was to immediately launch a one-year

CDCs in order to assist customers wanting to take their tax free cash, but allowing them to defer making any other decision until after April 2015.

3.4.3 LTM loans

LTM advances, through a combination of directly originated loans through the Just Retirement Group's own sales teams and purchasing agreements via third parties, continue to provide the Group with a high quality source of enhanced investment return.

The Just Retirement Group targets a ratio of LTM to the combined value of DB and GIfL sales of around 25 per cent. However, in the 2014 financial year, LTM advances amounted to an above target 40 per cent. of Retirement Income sales, boosted by a wholesale transaction whereby LTM loans amounting to £59.6 million were issued simultaneously to a single corporate entity owned by Grainger plc. In addition, the growth in the sales of LTMs has generally been stimulated by house price rises, a continued low interest rate environment, and increasing numbers of retirees with inadequate pension savings. The Just Retirement Group has deliberately managed the ratio down in the 2015 financial year, which meant LTM advances decreased by 35 per cent. to £308.1 million in the year ended 30 June 2015. The LTM segment continues to grow, and these assets provide a good match for the Just Retirement Group's long-term liabilities, including DB schemes where the profile of liabilities can be of a longer duration than for GIfL contracts due to benefit indexation.

The LTV ratio of the LTM portfolio was 25 per cent. as at 30 June 2015 compared to 25 per cent. as at 30 June 2014 and 26 per cent. as at 30 June 2013.

3.5 Operating experience and assumption changes

Operating experience and assumption changes capture the impact of actual operating experience differing from that assumed at the start of the period, plus the impact of changes to future operating assumptions applied during the period. It also includes the impact of any expense reserve movements and other sundry operating items.

Operating experience is primarily comprised of actual versus expected mortality, expense and equity release redemption experience. Operating assumption changes are primarily comprised of changes in future expectations of maintenance expenses, expense inflation, mortality and equity release voluntary redemptions.

For the year ended 30 June 2015, operating experience and assumption changes were £2.4 million, compared to £4.7 million for the year ended 30 June 2014. For the year ended 30 June 2014, operating experience and assumption changes were £4.7 million, compared to an adverse change of £8.7 million for the year ended 30 June 2013.

3.6 Reinsurance and bank finance costs

Reinsurance and bank finance costs include the interest charge on bank loans and reinsurance financing, together with the reinsurance management fees incurred during the period. For the year ended 30 June 2015, reinsurance and bank finance costs decreased to £12.5 million, from £13.4 million for the year ended 30 June 2014.

For the year ended 30 June 2014, reinsurance and bank finance costs were £13.4 million, compared to £9.2 million for the year ended 30 June 2013.

3.7 Non-recurring and project expenditure

Non-recurring and project expenditure includes any one-off, regulatory, project and development costs and other non-recurring expenditure not allowed for within operating profit. Expenditure for the year ended 30 June 2015 included costs relating to the development of new products in response to the pension changes announced in the 2014 Budget and Solvency II. Expenditure for the year ended 30 June 2014 primarily related to continued costs associated with the development of the internal model for Solvency II, the development of certain elements of the Just Retirement Group's infrastructure in relation to LTMs and the identification of potential initiatives internationally. Expenditure for the year ended 30 June 2013 related primarily to costs incurred in relation to the launch of the DB product, the development of long-term care and immediate needs products, and the costs for RDR and infrastructure enhancements.

3.8 Investment and economic profits

Investment and economic profits reflect the difference in the period between expected investment returns, based on the start period investment and economic assumptions, and the actual returns earned. Investment and economic profits also reflect the impact of assumption changes in future expected risk free rates, corporate bond defaults and house price inflation and volatility.

For the year ended 30 June 2015, investment and economic profits amounted to a loss of £74.1 million, compared to a profit of £44.1 million for the year ended 30 June 2014. This was primarily due to the adverse impact of corporate bond spreads, falls in the property price index, and interest rate reductions.

For the year ended 30 June 2014, investment and economic profits amounted to £44.1 million, compared to £48.9 million for the year ended 30 June 2013. Both years benefited from a tightening of corporate spreads.

3.9 Finance and other costs incurred

Finance and other costs incurred by corporate companies include the Just Retirement Group's financing costs and the amortisation of acquired intangibles. Finance and other costs incurred by corporate companies decreased by £22.9 million from £40.0 million for the year ended 30 June 2013 to £17.1 million for the year ended 30 June 2014 and by a further £13.4 million to £3.7 million for the year ended 30 June 2015.

3.10 European Embedded Value

The table below sets forth the Just Retirement Group's EEV at the dates indicated:

		As at 30 June
	2015	2014	2013
		£m
EEV	1,019.3	959.1	188.8

The Just Retirement Group's EEV as at 30 June 2015 was £1,019.3 million, compared to £959.1 million as at 30 June 2014. This increase was primarily due to EV profit of £74.0 million for the period, share-based payments of £2.7 million and dividends paid of £16.5 million.

The Just Retirement Group's EEV as at 30 June 2014 was £959.1 million, compared to £188.8 million as at 30 June 2013. This increase was primarily due to the reorganisation of the Just Retirement Group, net proceeds received from its IPO and embedded value profits generated over the year. Excluding the impacts of the restructure and IPO, the Just Retirement Group's EEV increased by 18 per cent.

3.11 Economic Capital Coverage Ratio

The Just Retirement Group's Economic Capital Coverage Ratio has remained stable, and at 30 June 2015, was 176 per cent., which is well in excess of the Just Retirement Group's risk appetite.

The Just Retirement Group's Economic Capital Coverage Ratio as at 30 June 2014 was 178 per cent., compared to 124 per cent. as at 30 June 2013. This increase was primarily due to net proceeds received from its IPO and the overall level of profitability achieved in the year.

4. KEY LINE ITEMS

4.1 Gross premiums written

GWPs represent the total premiums in relation to its DB, GIfL and Care Plan contracts in the year, gross of commission paid.

4.2 Reinsurance premiums ceded

Reinsurance premiums ceded represent the total premiums payable by the Just Retirement Group to its reinsurers pursuant to its reinsurance treaties.

4.3 Reinsurance recapture

Reinsurance recapture represents the recapture of previously ceded reserves for a prior underwriting year. Where the reinsurance finance for that particular underwriting year has been fully repaid, the option for recapture is at the discretion of the Just Retirement Group.

4.4 Net premium revenue

Net premium revenue represents the sum of GWPs and reinsurance recapture, less reinsurance premium ceded.

4.5 Net investment income

Net investment income comprises (i) interest received on financial assets and (ii) net gains and losses on financial assets designated at fair value through profit or loss upon initial recognition and on financial derivative instruments.

4.6 Gross amount of claims paid and reinsurers' share of claims paid

Gross claims paid represent the total payments due to policyholders during the accounting period and the reinsurers' share of claims paid represents the amount due back to the Just Retirement Group under the terms of its reinsurance treaties.

4.7 Gross amount of the change in insurance liabilities and reinsurers' share of the change in insurance liabilities

Gross amount of the change in insurance liabilities represents the year-on-year change in the carrying amount of the Just Retirement Group's insurance liabilities. The reinsurers' share of the change in the Just Retirement Group's insurance liabilities represents the year-on-year change in the carrying amount of the Just Retirement Group's reinsurance assets.

4.8 Acquisition costs

Acquisition costs comprise direct costs (such as commissions) and indirect costs of obtaining and processing new business. Acquisition costs are not deferred as they are largely recovered at inception through profit margins.

4.9 Other operating expenses

Other operating expenses represent the Just Retirement Group's operational overheads, including personnel expenses, investment expenses and charges, depreciation of equipment, reinsurance fees, operating leases, amortisation of intangibles and other expenses incurred in running the Just Retirement Group's operations.

4.10 Finance costs

Finance costs represent interest payable on the deposits received from reinsurers, interest on reinsurance financing and bank finance costs and, in prior years, interest and dividend expense on the Just Retirement Group's loan notes and preference shares.

5. RESULTS OF OPERATIONS

The following table sets out the Just Retirement Group's results of operations for the years ended 30 June 2015, 2014 and 2013.

		Year ended 30 June
	2015	2014	2013
		£m
Revenue:
Gross premiums written	1,099.0	1,200.5	1,265.1
Reinsurance premiums ceded	(122.9)	(485.3)	(666.2)
Reinsurance recapture	950.9	263.1	116.8
Net premium revenue	1,927.0	978.3	715.7
Net investment income	635.2	456.9	249.5
Fee and commission income	5.1	6.9	5.6
Total revenue	2,567.3	1,442.1	970.8
Gross claims paid	(498.6)	(439.6)	(370.4)
Reinsurers' share of claims paid	248.1	233.0	221.3
Net claims paid	(250.5)	(206.6)	(149.1)
Change in insurance liabilities:
Gross amount	(956.7)	(993.3)	(863.6)
Reinsurers' share	(188.3)	402.6	512.4
Reinsurance recapture	(950.9)	(263.1)	(115.4)
Change in investment contract liabilities	(2,095.9) (3.5)	(853.8) (2.4)	(466.6) 5.2
Acquisition costs	(18.5)	(31.1)	(39.5)
Other operating expenses	(127.6)	(126.8)	(114.2)
Finance costs	(100.9)	(128.6)	(128.3)
Total claims and expenses	(2,596.9)	(1,349.3)	(892.5)
(Loss)/profit before tax	(29.6)	92.8	78.3
Income tax .	4.8	(20.3)	(20.5)
(Loss)/profit for the period	(24.8)	72.5	57.8
Other comprehensive income for the period:
Exchange differences on translating foreign operations	(0.2)	—	—
Other comprehensive income for the period, net of tax	(0.2)	—	—
Total comprehensive income for the period	(25.0)	72.5	57.8
(Loss)/profit attributable to:
Equity holders of Just Retirement	(24.8)	72.9	58.2
Non-controlling interest	—	(0.4)	(0.4)
(Loss)/profit for the period	(24.8)	72.5	57.8

5.1 Results of operations for the year ended 30 June 2015 against the year ended 30 June 2014

The table below presents the Just Retirement Group's results of operations for the years ended 30 June 2015 and 2014.

2015 2014 £m Revenue: Gross premiums written 1,099.0 1,200.5 Reinsurance premiums ceded (122.9) (485.3) Reinsurance recapture 950.9 263.1 Net premium revenue 1,927.0 978.3 Net investment income 635.2 456.9 Fee and commission income 5.1 6.9 Total revenue 2,567.3 1,442.1 Gross claims paid (498.6) (439.6) Reinsurers' share of claims paid 248.1 233.0 Net claims paid (250.5) (206.6) Change in insurance liabilities: Gross amount (956.7) (993.3)
Reinsurers' share (188.3) 402.6
Reinsurance recapture (950.9) (263.1)
(2,095.9) (853.8)
Change in investment contract liabilities (3.5) (2.4)
Acquisition costs (18.5) (31.1)
Other operating expenses (127.6) (126.8)
Finance costs (100.9) (128.6)
Total claims and expenses (2,596.9) (1,349.3)
(Loss)/profit before tax (29.6) 92.8
Income tax . 4.8 (20.3)
(Loss)/profit for the period (24.8) 72.5
Other comprehensive income for the period:
Exchange differences on translating foreign operations (0.2) —
Other comprehensive income for the period, net of tax (0.2) —
Total comprehensive income for the period (25.0) 72.5
(Loss)/profit attributable to:
Equity holders of Just Retirement (24.8) 72.9
Non-controlling interest — (0.4)
(Loss)/profit for the period (24.8) 72.5

5.1.1 Consolidated results

(a) Gross premiums written

GWPs decreased by £101.5 million, or 8.5 per cent., to £1,099.0 million for the year ended 30 June 2015 from £1,200.5 million for the year ended 30 June 2014, primarily due to the impact of the 2014 Budget, largely offset by the significant increase in sales of DB contracts, which increased over six-fold compared to the prior year, from £92.1 million to £608.9 million.

(b) Reinsurance premiums ceded

Reinsurance premiums ceded decreased by £362.4 million, or 74.7 per cent., to £122.9 million for the year ended 30 June 2015, from £485.3 million for the year ended 30 June 2014, reflecting the reduction in sales of GIfL contracts, a proportion of which are reinsured.

(c) Reinsurance recapture

Reinsurance recapture increased by £687.8 million to £950.9 million for the year ended 30 June 2015 from £263.1 million for the year ended 30 June 2014. During the year, the Just Retirement Group repaid the reinsurance financing relating to certain underwriting years and exercised its option to recapture the reinsured policies relating to these years.

The DB de-risking business is reinsured through longevity swaps rather than ceding of reinsurance premiums.

(d) Net premium revenue

Net premium revenue increased by £948.7 million, or 97.0 per cent., to £1,927.0 million for the year ended 30 June 2015 from £978.3 million for the year ended 30 June 2014, primarily due to the impact of the reinsurance recapture during the year.

(e) Net investment income

The following table sets out a breakdown of the Just Retirement Group's net investment income for the years ended 30 June 2015 and 2014.

	Year ended 30 June
	2015	2014
	£m
Interest income:
Assets at fair value through profit or loss	196.4	205.6
Movement in fair value:
Financial assets designated on initial recognition	568.1	267.9
Financial derivative instruments	(129.3)	(16.6)
Total net investment income	635.2	456.9

Net investment income increased by £178.3 million, or 39.0 per cent., to £635.2 million for the year ended 30 June 2015 from £456.9 million for the year ended 30 June 2014. The majority of the increase in net investment income relates to the increase in fair value of financial assets, which was £568.1 million, which was offset in part by the loss relating to the movement in derivative financial instruments of £129.3 million, both of these driven by the falling long-term interest rate environment over the year ended 30 June 2015.

(f) Fee and commission income

Fee and commission income, which consists of fee income for initial advances made on loans secured by mortgages, investment management fees, administration fees and commission, are recognised as the services are rendered. In addition, fee and commission income includes fees from software licensing which are recognised across the license period. Fee and commission income decreased by £1.8 million, or 26.1 per cent., to £5.1 million for the year ended 30 June 2015, from £6.9 million for the year ended 30 June 2014.

(g) Total revenue

For the reasons discussed above, total revenue increased by £1,125.2 million, or 78.0 per cent., to £2,567.3 million for the year ended 30 June 2015, from £1,442.1 million for the year ended 30 June 2014.

(h) Gross claims paid

Gross claims paid increased by £59.0 million, or 13.4 per cent., to £498.6 million for the year ended 30 June 2015, from £439.6 million for the year ended 30 June 2014, reflecting the continued growth in the in-force book.

(i) Reinsurers' share of gross claims paid

Reinsurers' share of claims paid increased by £15.1 million, or 6.5 per cent., to £248.1 million for the year ended 30 June 2015, from £233.0 million for the year ended 30 June 2014, reflecting the reinsurers' share of such claims which are payable back to the Just Retirement Group under the terms of the reinsurance treaties.

(j) Change in insurance liabilities

The amount of the change in insurance liabilities increased by £1,242.1 million, or 145.5 per cent., to £2,095.9 million for the year ended 30 June 2015 from £853.8 million for the year ended 30 June 2014. The gross change in liabilities was similar year on year; the increase in the overall change relates to the reinsurers' share of insurance liabilities and reinsurance recapture. Both these line items are driven by the carrying value of reinsurance assets. These reinsurance assets decreased during the year ended 30 June 2015 as a result of the recapture of policies relating to certain underwriting years, as there is no longer an associated reinsurance asset relating to the underwriting years once these have been recaptured.

(l) Change in investment contract liabilities

Change in investment contract liabilities, which are liabilities associated with the CDC business, increased by £1.1 million, or 45.8 per cent., to a negative movement of £3.5 million for the year ended 30 June 2015, from a negative movement of £2.4 million for the year ended 30 June 2014.

(m) Acquisition costs

Acquisition costs decreased by £12.6 million, 40.5 per cent., to £18.5 million for the year ended 30 June 2015 from £31.1 million for the year ended 30 June 2014, primarily as a result of lower sales of GIfL and LTM contracts compared to the prior period.

(n) Other operating expenses

Other operating expenses increased by £0.8 million, or 0.6 per cent., to £127.6 million for the year ended 30 June 2015 from £126.8 million for the year ended 30 June 2014. The small increase was driven by non-recurring costs of £19.4 million incurred by the Just Retirement Group during the year, mainly costs relating to the development of new products in response to the pensions reforms announced in the 2014 Budget, and the continued costs of preparation for the Solvency II regime which will come into effect from 1 January 2016, offset by savings made by the Just Retirement Group as a result of the cost restructuring entered into in the prior year.

(o) Finance costs

Finance costs decreased by £27.7 million, or 21.5 per cent., to £100.9 million for the year ended 30 June 2015 from £128.6 million for the year ended 30 June 2014. The decrease was due to both the conversion of the loan notes and preference shares to ordinary share capital following the Just Retirement Group's reorganisation prior to its IPO in November 2013 together with a fall in the interest payable on deposits received from reinsurers as a result of the fall in the reinsurance balances.

(p) Profit before tax

For the reasons discussed above, the Just Retirement Group incurred a loss before tax of £29.6 million for the year ended 30 June 2015, compared to a profit before tax of £92.8 million for the year ended 30 June 2014.

(q) Income tax

The Just Retirement Group recorded a tax credit of £4.8 million for the year ended 30 June 2015, compared to a tax charge of £20.3 million for the year ended 30 June 2014. The effective tax rate decreased due to reductions in the UK rate of corporation tax, and the tax credit also includes the impact of certain transition rules regarding life insurance company taxation.

(r) (Loss)/profit and total comprehensive income for the period

For the reasons discussed above, the Just Retirement Group recorded a loss for the year ended 30 June 2015 of £24.8 million, compared to a profit of £72.5 million for the year ended 30 June 2014. The Just Retirement Group recorded a £0.2 million charge for exchange differences in translating the results of its South African operations in the year ended 30 June 2015, as a result of which its total comprehensive income for the period was a loss of £25.0 million.

5.2 Results of operations for the year ended 30 June 2014 against the year ended 30 June 2013

The table below presents the Just Retirement Group's results of operations for the years ended 30 June 2014 and 2013.

	Year ended 30 June
	2014	2013
	£m
Revenue: Gross premiums written Reinsurance premiums ceded Reinsurance recapture	1,200.5 (485.3) 263.1	1,265.1 (666.2) 116.8
Net premium revenue Net investment income Fee and commission income	978.3 456.9 6.9	715.7 249.5 5.6
Total revenue Gross claims paid Reinsurers' share of claims paid	1,442.1 (439.6) 233.0	970.8 (370.4) 221.3
Net claims paid Change in insurance liabilities: Gross amount Reinsurers' share Reinsurance recapture	(206.6) (993.3) 402.6 (263.1) (853.8)	(149.1) (863.6) 512.4 (115.4) (466.6)
Change in investment contract liabilities Acquisition costs Other operating expenses Finance costs	(2.4) (31.1) (126.8) (128.6)	5.2 (39.5) (114.2) (128.3)
Total claims and expenses	(1,349.3)	(892.5)
Profit before tax Income tax	92.8 (20.3)	78.3 (20.5)
Profit for the period	72.5	57.8
Profit attributable to: Equity holders of Just Retirement Non-controlling interest	72.9 (0.4)	58.2 (0.4)
Profit for the period	72.5	57.8

5.2.1 Consolidated results

(a) Gross premiums written

GWPs decreased by £64.6 million, or 5.1 per cent., to £1,200.5 million for the year ended 30 June 2014 from £1,265.1 million for the year ended 30 June 2013, primarily due to the impact of the 2014 Budget announcement, which decreased total GIfL sales for the year by 12.6 per cent. against the prior period, partly offset by the Just Retirement Group achieving its first defined benefit solutions sales of £92.1 million.

(b) Reinsurance premiums ceded

Reinsurance premiums ceded decreased by £180.9 million, or 27.2 per cent., to £485.3 million for the year ended 30 June 2014, from £666.2 million for the year ended 30 June 2013. This decrease was primarily due to the lower level of gross new individual annuity business.

(c) Reinsurance recapture

Reinsurance recapture increased by £146.3 million, or 125.3 per cent., to £263.1 million for the year ended 30 June 2014 from £116.8 million for the year ended 30 June 2013, reflecting the recapture in the year ended 30 June 2014 of previously ceded reserves for the 2006/07 underwriting year. The reinsurance finance for the 2006/07 underwriting year was fully repaid and the Just Retirement Group exercised its option to recapture.

(d) Net premium revenue

Net premium revenue increased by £262.6 million, or 36.7 per cent., to £978.3 million for the year ended 30 June 2014 from £715.7 million for the year ended 30 June 2013, primarily due to the recapture of previously ceded reserves, which increased net premium revenue by £263.1 million and lower reinsurance premiums ceded of £180.9 million, offset in part by a fall in GWPs of £64.6 million, each as discussed above.

(e) Net investment income

The following table sets out a breakdown of the Just Retirement Group's net investment income for the years ended 30 June 2014 and 2013.

	Year ended 30 June
	2014	2013
	£m
Interest income:
Assets at fair value through profit or loss	205.6	175.1
Movement in fair value:
Financial assets designated on initial recognition	267.9	70.0
Financial derivative instruments	(16.6)	4.4
Total net investment income	456.9	249.5

Net investment income increased by £207.4 million, or 83.1 per cent., to £456.9 million for the year ended 30 June 2014 from £249.5 million for the year ended 30 June 2013.

Interest received on financial assets totalled £205.6 million and increased in line with business growth for the year ended 30 June 2014. The value of financial assets increased by £267.9 million in the year ended 30 June 2014 in line with a tightening in average credit spreads on corporate bonds held during the comparative period, accompanied by a decrease in long-term interest rates.

(f) Fee and commission income

Fee and commission income increased by £1.3 million, or 23.2 per cent., to £6.9 million for the year ended 30 June 2014, from £5.6 million for the year ended 30 June 2013, primarily driven by growth in the distribution business, including an increase in fees from the TOMAS online system.

(g) Total revenue

For the reasons discussed above, total revenue increased by £470.0 million, or 48.7 per cent., to £1,435.2 million for the year ended 30 June 2014, from £965.2 million for the year ended 30 June 2013.

(h) Gross claims paid

Gross amount of claims paid increased by £69.2 million, or 18.7 per cent., to £439.6 million for the year ended 30 June 2014, from £370.4 million for the year ended 30 June 2013. This increase was primarily due to growth in the size of the in-force book.

(i) Reinsurers' share of gross claims paid

Reinsurers' share of gross claims paid increased by £11.7 million, or 5.3 per cent., to £233.0 million for the year ended 30 June 2014, from £221.3 million for the year ended 30 June 2013, reflecting the increase in gross claims paid for the year.

(j) Change in insurance liabilities

Change in insurance liabilities increased by £387.2 million, or 83.0 per cent., to £853.8 million for the year ended 30 June 2014 from £466.6 million for the year ended 30 June 2013. The gross change in insurance liabilities increased to £993.3 million for the year ended 30 June 2014 and was impacted by lower New Business Sales and lower medium-term interest rates compared to the year ended 30 June 2013.

Reinsurers' share of the change in gross insurance liabilities decreased by £109.8 million, or 21.4 per cent., to £402.6 million for the year ended 30 June 2014, from £512.4 million for the year ended 30 June 2013. The change in reinsurers' share of liabilities was reduced during the year ended 30 June 2014 by reinsurance recapture which amounted to £263.1 million compared to £115.4 million in the year ended 30 June 2013.

(k) Change in investment contract liabilities

Change in investment contract liabilities was a charge of £2.4 million for the year ended 30 June 2014, compared to a credit of £5.2 million for the year ended 30 June 2013.

(l) Acquisition costs

Acquisition costs decreased by £8.4 million, or 21.3 per cent., to £31.1 million for the year ended 30 June 2014 from £39.5 million for the year ended 30 June 2013, primarily due to lower GIfL sales, combined with the implementation of the RDR and the resulting switch to direct adviser charging for advised business.

(m) Other operating expenses

Other operating expenses increased by £12.6 million, or 11.0 per cent., to £126.8 million for the year ended 30 June 2014 from £114.2 million for the year ended 30 June 2013. The increase was largely due to increased operating expenses in line with total business growth and a provision of £5.4 million for restructuring costs, which included the costs of a redundancy programme and the impairment of intangible assets.

(n) Finance costs

Finance costs increased by £0.3 million, or 0.2 per cent., to £128.6 million for the year ended 30 June 2014 from £128.3 million for the year ended 30 June 2013. The increase was primarily due to higher interest on reinsurance deposits payable in line with the increase in reinsurance deposits and reinsurance finance, but is almost entirely offset by the decrease in interest payable on loan notes and preference shares that were converted to ordinary share capital following the Just Retirement's Group's reorganisation prior to its IPO.

(o) Profit before tax

Profit before tax for the year ended 30 June 2014 amounted to £92.8 million, representing an increase of 18.5 per cent. compared to £78.3 million for the year ended 30 June 2013. Profit before tax included a restructuring charge of £5.4 million in the year ended 30 June 2014, in relation to the Just Retirement Group's cost reduction exercise announced in May 2014, and non-recurring expenses and project expenditure of £7.0 million, relating to Solvency II, infrastructure improvements and the identification of potential initiatives internationally.

(p) Income tax

Income tax charges decreased by £0.2 million, or 1.0 per cent., to £20.3 million for the year ended 30 June 2014 from £20.5 million for the year ended 30 June 2013, with increased profits before tax of £14.5 million offset by decreases to the headline rate of tax between the two periods and certain transition rules regarding life insurance company taxation.

(q) Total comprehensive income for the period

For the reasons discussed above, total comprehensive income for the period increased by £14.7 million, or 25.4 per cent., to £72.5 million for the year ended 30 June 2014, from £57.8 million for the year ended 30 June 2013.

6. LIQUIDITY AND CAPITAL RESOURCES

6.1 Cash flows

As at 30 June 2015, the Just Retirement Group held a total of £313.7 million in cash and cash equivalents (including units in sterling liquidity fund).

The table below sets forth a summary of the Just Retirement Group's cash flows for the years ended 30 June 2015, 2014 and 2013.

	Year ended 30 June
	2015	2014	2013
		£m
Net cash inflow / (outflow) from operating activities	(56.6)	(73.9)	41.1
Net cash inflow / (outflow) from investing activities	(2.0)	(1.7)	(3.6)
Net cash inflow / (outflow) from financing activities	(23.3)	281.3	98.5
Net (decrease) / increase in cash and cash equivalents	(81.9)	205.7	136.0
Cash and cash equivalents at start of year	395.6	189.9	53.9
Cash and cash equivalents at end of year	313.7	395.6	189.9

6.1.1 Net cash inflow / (outflow) from operating activities

Premiums received from the Just Retirement Group's customers in connection with the provision of DB and GIfL products and, to a lesser extent, CDCs are invested in financial assets, such as fixed income securities and LTMs, so as to match cash inflows from such investments against expected future cash outflows in respect of its DB and GIfL products. The Just Retirement Group's principal cash inflows from operating activities comprise such premiums received, the repayment of fixed income securities and LTMs, coupon payments made on fixed income securities and early redemptions of LTMs. The Just Retirement Group's principal cash outflows from operating activities, on the other hand, comprise the purchase of fixed income securities, payments to annuitants, mortgage advances, commissions, expenses and tax.

The following table sets forth a breakdown of the Just Retirement Group's net cash inflow / (outflow) from operating activities for the years ended 30 June 2015, 2014 and 2013.

		Year ended 30 June
	2015	2014	2013
		£m
(Loss) / profit before tax	(29.6)	92.8	78.3
Depreciation of equipment .	0.5	0.9	1.1
Amortisation of intangible assets .	4.2	4.9	7.7
Impairment of intangible assets .	—	1.9	—
Share-based payments	2.7	4.3	0.7
Interest income	(196.4)	(205.6)	(175.1)
Interest expense	100.9	128.6	128.3
(Increase) in financial investments	(1,082.6)	(1,248.3)	(965.1)
Decrease / (increase) in reinsurance assets	1,139.2	(139.5)	(397.0)
Decrease / (increase) in prepayments and accrued income	—	—	21.4
Decrease / (increase) in insurance and other receivables	(29.1)	13.1	(12.0)
Increase in insurance liabilities	956.7	993.3	863.6
Increase in investment contract liabilities	30.9	67.0	68.9
Decrease / (increase) in deposits received from reinsurers	(990.4)	150.7	369.8
Decrease / (increase) in accruals and deferred income	2.3	(0.4)	3.3
Decrease / (increase) in insurance and other payables	(12.8)	(29.7)	(2.0)
Decrease / (increase) in other creditors	(38.8)	18.6	(3.6)
Interest received	201.6	198.6	161.1
Interest paid	(91.8)	(105.2)	(94.3)
Taxation paid	(24.1)	(19.9)	(14.0)
Net cash inflow / (outflow) from operating activities	(56.6)	(73.9)	41.1

Under the Just Retirement Group's business model, cash from New Business Sales of DB, GIfL and CDCs is received upfront and then invested for the future benefit of policyholders and shareholders. Cash outflow from operating activities is stated after investment of the initial premium receipts into financial assets.

Net cash outflows from operating activities were £56.6 million in the year ended 30 June 2015. This cash inflow was primarily due to a £956.7 million increase in insurance liabilities, reflecting the present value of the expected liabilities for the new policies, a £990.4 million decrease in deposits received from reinsurers, mainly as a result of the recapture of policies during the year, and £201.6 million of interest received, reflecting an increase in financial assets. This increase was in part offset by a £1,082.6 million increase in financial assets and a £1,139.2 million decrease in reinsurance assets, reflecting the recapture during the year and the reinsurer portion of new policies written during the year.

Net cash outflows from operating activities were £73.9 million in the year ended 30 June 2014. This cash outflow was primarily due to a £993.3 million increase in insurance liabilities, reflecting the present value of the expected liabilities for the new policies, a £150.7 million increase in deposits received from reinsurers and £198.6 million of interest received, reflecting an increase in financial assets. This increase was in part offset by a £1,248.3 million increase in financial assets, primarily corporate bonds and LTMs, and a £139.5 million increase in reinsurance assets, reflecting the reinsurer portion of new policies written during the year.

Net cash inflows from operating activities were £41.1 million in the year ended 30 June 2013. This cash inflow was primarily due to an £863.6 million increase in insurance liabilities, reflecting the present value of the expected liabilities for the new policies, a £369.8 million increase in deposits received from reinsurers and £161.1 million of interest received, reflecting an increase in financial assets. Partially offsetting these effects was a £965.1 million increase in financial assets, primarily corporate bonds and LTMs, and a £397.0 million increase in reinsurance asset, reflecting the reinsurer portion of the new policies written during the year.

6.1.2 Net cash outflow from investing activities

Net cash outflows from investing activities were £2.0 million in the year ended 30 June 2015. This amount related primarily to capital expenditure on the Just Retirement Group's IT systems including the Just Retirement Group's underwriting system, PrognoSysTM, which was brought into use during the second half of the year ended 30 June 2015.

Net cash outflows from investing activities were £1.7 million in the year ended 30 June 2014. This amount related primarily to capital expenditure on the Just Retirement Group's IT systems including development work on PrognoSysTM.

Net cash outflows from investing activities were £3.6 million in the year ended 30 June 2013. This amount related primarily to capital expenditure on the Group's IT systems capabilities.

6.1.3 Net cash inflow from financing activities

Net cash outflows from financing activities were £23.3 million in the year ended 30 June 2015. This amount related primarily to dividends paid of £16.5 million, and scheduled repayments of bank loans.

Net cash inflows from financing activities were £281.3 million in the year ended 30 June 2014. This amount related primarily to Just Retirement's IPO proceeds received during the year, net of transaction costs.

Net cash inflows from financing activities were £98.5 million in the year ended 30 June 2013. This amount related primarily to £55.0 million in bank loans and a £40.0 million capital injection from Just Retirement (Holdings) Limited through the purchase of additional shares.

7. CAPITAL

The Just Retirement Group's objectives when managing capital are:

• to comply with the insurance capital requirements required by the regulators of the insurance markets in which the Just Retirement Group operates;
• to safeguard the Just Retirement Group's ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders; and
• to provide an adequate return to shareholders by pricing insurance and investment contracts commensurately with the level of risk.

JRL and JRSL are under supervisory regulation by the PRA and FCA (as described in more detail in Part 5 ''Regulatory Overview''), and must maintain a minimum level of regulatory capital.

JRL must hold regulatory capital in excess of the higher of two amounts: (i) the Pillar 1 amount, calculated by applying fixed percentages to reserves, and (ii) the Pillar 2 amount, in accordance with the ICA framework set by the PRA. The Pillar 2 amount remains confidential between firms and the PRA.

The following table sets out JRL's Pillar 1 capital and coverage ratio as at 30 June 2015.

	Pillar 1 capital and coverage ratio
	As at 30 June 2015
	£m, except for percentages
Total capital resources	556.2
Capital resources requirement (Pillar 1)	(336.0)
Excess of available capital resources	220.2
Cover ratio	166%

In addition to individual entity supervisory regulation, capital adequacy is assessed for the Just Retirement Group as a whole at the level of the EEA parent company. These capital requirements are determined in accordance with the PRA regulations and the EU directives for insurance and other PRA regulated business. The Just Retirement Group is required to hold regulatory capital in compliance with the rules issued by the PRA.

7.1 Economic Capital

The Just Retirement Group will continue to manage its business by targeting an Economic Capital Coverage Ratio which reflects the Economic Capital the Just Retirement Board considers appropriate for the risks faced by the business plus a suitable buffer of surplus capital to meet investment market and other variances. Economic Capital represents the Just Retirement Board's realistic internal assessment of the capital required and should not be construed as capital required by regulators or other third parties and may not be directly comparable to similarly named metrics used by other companies.

The Just Retirement Group's Economic Capital Coverage Ratio compares the available capital of the Just Retirement Group (also determined on a realistic basis) to the level of capital that the Directors believe would be required for the Group to maintain an appropriate balance sheet after sustaining adverse events of sufficient severity such that they would be expected to occur once every 200 years (i.e., to a 99.5 per cent. confidence level over a one-year time horizon).

The Just Retirement Group is managed on an Economic Capital basis, with a target to maintain minimum cover of 140 per cent. of Economic Capital requirements under normal circumstances. The table below sets forth the Just Retirement Group's Economic Capital Coverage Ratio as at 30 June 2015.

	Economic Capital coverage ratio
	As at 30 June 2015
	£m, except for percentages
Total capital resources .	916
Capital required	521
Excess surplus	395
Economic Capital Coverage Ratio	176%

7.2 RBS Facility

Just Retirement (Holdings) Limited entered into a loan facility agreement dated 25 September 2012 (as amended on 9 November 2012, 9 May 2013, 16 October 2013, 7 August 2015 and 28 August 2015) as a borrower with The Royal Bank of Scotland (''RBS'') as original lender, facility agent and security agent. The total commitment of the current lenders, being RBS, Barclays, Deutsche Bank and Nomura, is £106,915,000.

The facility has been used by the Just Retirement Group to provide solvency capital to JRL. The loan is amortising and fully repayable by 25 September 2017. For more information, see paragraph 11.12 of Part 16 ''Additional Information''.

7.3 Loan notes, preference shares, shareholder loan and profit participating instrument

Prior to the reorganisation in November 2013, Avallux and certain other existing shareholders held debt in the form of loan notes (of various classes), preference shares (of various classes), a shareholder loan and a profit participating instrument. These instruments were converted into ordinary shares in Just Retirement Group Holdings Limited pursuant to the pre-IPO reorganisation in November 2013.

8. CONTRACTUAL OBLIGATIONS

The table below summarises the maturity profile of the financial liabilities of Just Retirement Group based on remaining undiscounted contractual obligations.

			As at 30 June 2015
	Total	Within one year or payable on demand	One to five years	More than five years	No fixed term
			£m
Bank borrowings .	50.5	6.2	44.3	—	—
Derivative financial liabilities	459.7	1.0	4.0	454.7	—
Obligations for repayment of cash collateral
received	18.6	18.6	—	—	—
Deposits received from reinsurers	3,642.3	183.9	715.0	2,743.4	—
Reinsurance finance	76.7	—	—	—	76.7
Total	4,247.8	209.7	763.3	3,198.1	76.7

The Just Retirement Group leases a number of properties under operating leases. The table below sets out the future minimum lease payments payable over the remaining terms of non-cancellable operating leases as at 30 June 2015.

	As at 30 June 2015
	£m
Less than one year .	1.5
Between one and five years	6.0
More than five years	0.3
Total future minimum lease payments .	7.8

9. CAPITALISATION AND INDEBTEDNESS

The capitalisation information and the indebtedness information set out below has been extracted without material adjustment from the financial information referred to in Part 7 ''Just Retirement Financial Information'' (which has been incorporated into this Prospectus by reference) as at 30 June 2015.

9.1 Capitalisation

The following table sets out Just Retirement's capitalisation as at 30 June 2015.

	30 June 2015
	£m
Current Debt
Guaranteed	—
Secured	4.5
Unguaranteed/unsecured	—
Total current debt .	4.5
Non-current debt (excluding current portion of long-term debt)
Guaranteed	—
Secured	42.4
Unguaranteed/unsecured	—
Total non-current debt	42.4
Shareholders' equity
Share capital	50.1
Legal reserve	—
Other reserves	763.9
Total shareholder's equity	814.0
Total	860.9

9.2 Indebtedness

The following table sets out Just Retirement's net indebtedness as at 30 June 2015.

	30 June 2015
Cash Cash equivalent Trading securities Liquidity	£m 58.8 254.9 — 313.7
Current financial receivable Current bank debt Current portion of non-current debt Other current financial debt	— (4.5) — —
Current financial debt	(4.5)
Net current financial liquidity/(indebtedness) Non-current bank loans Bonds issued Other non-current loans	309.2 (42.4) — —
Non-current financial indebtedness	(42.4)
Net financial liquidity indebtedness	266.8

The Just Retirement Group's net indebtedness table excludes financial assets, financial liabilities, reinsurance assets and insurance liabilities that relate to the on-going insurance operations of the business.

10. FINANCIAL POSITION

Just Retirement's investment strategy is designed to optimise risk-adjusted returns while ensuring that cash flows from its financial asset portfolio are sufficient to meet the annuity payment obligations arising from the Just Retirement Group's DB and GIfL portfolio. The profile of Just Retirement's liabilities (being predominantly expected cash outflows to settle annuity payment obligations) requires that the majority of its financial asset portfolio be held in investment grade, fixed-income securities, such as government and corporate bonds. Just Retirement also invests in LTM assets, subject to strict risk tolerance limits that aim to ensure that cash inflows from maturing LTM assets match cash outflows from the annuity liabilities.

The key principle underpinning Just Retirement's approach to investing is to hold the significant majority of bonds to maturity. Changes in the value of Just Retirement's bond portfolio as a result of mark-to-market valuations are not a core measure of Just Retirement's investment strategy because the majority of bonds will be held to maturity. As a result, the Just Retirement Board does not consider unrealised gains and losses on the Just Retirement Group's financial asset portfolio to provide insight into the Just Retirement Group's performance, as any negative or positive valuation movements will be reversed out by equal and offsetting movements (in aggregate) over the life of the bond provided no defaults have been experienced.

Financial investments have increased to £8.5 billion for the year ended 30 June 2015 compared to £7.5 billion for the year ended 30 June 2014. Of these, £5.0 billion is invested in corporate bonds, gilts and liquidity funds, and £3.5 billion in LTM advances. Of the corporate bond, gilt and liquidity fund portfolio, 20.8 per cent. is invested in AAA grade investments and in gilts, and 59.5 per cent. is invested in investments rated A grade or higher.

JRL has entered into a corporate loan in the amount of £62.5 million with a third party special purpose vehicle (''SPV'') that is secured on both the properties in which the SPV holds reversions and on the equity of the SPV. The timing and amounts of contractual repayments under the loan generally reflect the payments that would be made under a series of notional LTMs issued by JRL against the majority of the individual properties except in that there exists an acceleration and pooling arrangement in respect of the NNEG.

10.1 Other Balances

Reinsurance assets decreased by £1.1 billion from £3.6 billion at 30 June 2014 to £2.5 billion at 30 June 2015 as a result of the reinsurance recapture during the year, offset by the impact of new business reinsured. Reinsurance assets increased by £0.1 billion from £3.5 billion at 30 June 2013 to £3.6 billion at 30 June 2014 as a result of business growth, offset in part by the impact of the reinsurance recapture which amounted to £0.3 billion.

Insurance liabilities increased from £6.5 billion at 30 June 2014 to £7.4 billion at 30 June 2015 due to liabilities arising on new insurance business written, less claims paid in the period. Insurance liabilities increased by £1.0 billion from £5.5 billion at 30 June 2013 to £6.5 billion at 30 June 2014 due to liabilities arising on new business written less claims paid in the period.

Other financial liabilities reduced by £1.1 billion from £3.7 billion at 30 June 2014 to £2.6 billion at 2015. These liabilities relate mainly to deposits received from reinsurers, the balance of which has decreased mainly as a result of the reinsurance recapture during the year. Other liabilities remained at £3.7 billion with an increase in deposits provided by reinsurers offset by the conversion of loan notes and preference share capital outstanding at 30 June 2013 into ordinary share capital as part of the Just Retirement Group's reorganisation prior to its IPO.

Insurance and other payables decreased by £12.8 million from £35.5 million at 30 June 2014 to £22.7 million at 30 June 2015, the decrease mainly relates to timing differences on amounts owed to investment brokers. Insurance and other payables decreased by £124.1 million from £159.6 million at 30 June 2013 to £35.5 million at 30 June 2014 largely as a result of the conversion of interest and dividends accrued on loan notes and preference share capital respectively into ordinary share capital as part of the Just Retirement Group's reorganisation.

Other liability balances are in line with the prior year, increasing slightly by £4.9 million from £323.5 million at 30 June 2014 to £328.4 million at 30 June 2015, the increase from new investments in CDCs within this balance has been offset by reductions to other balances, including current tax payable. Other liability balances increased by £66.7 million from £256.8 million at 30 June 2013 to £323.5 million at 30 June 2014, largely as a result of new investments in CDCs which totalled £73.7 million in the year.

Total equity decreased by £38.8 million from £852.8 million at 30 June 2014 to £814.0 million at 30 June 2015, reflecting the loss after tax for the year of £24.8 million, dividends paid of £16.5 million, and small adjustments for foreign exchange differences and share-based payments. Total equity increased by £702.7 million from £150.1 million at 30 June 2013 to £852.8 million at 30 June 2014, largely due to the reorganisation of the Just Retirement Group, which included the conversion of £339.2 million of loan notes and preference share capital to equity, and subsequent raising of £300 million gross proceeds from its IPO.

For a discussion of the Just Retirement Group's investment strategy, see paragraph 8 of Part 3 ''Information on the Just Retirement Group''.

11. DIVIDEND POLICY

The Just Retirement Board and the Partnership Assurance Board have agreed that Just Retirement Shareholders will be entitled to receive the final dividend of 2.2 pence per Just Retirement Share proposed by Just Retirement Directors for the year ended 30 June 2015, and Partnership Assurance Shareholders will be entitled to receive the interim dividend of 0.5 pence per Partnership Assurance Share for the six months ended 30 June 2015. If the Proposed Merger has not completed prior to 31 March 2016, the Just Retirement Shareholders shall also be entitled to receive any interim dividend of Just Retirement for the six months ending 31 December 2015 and Partnership Assurance Shareholders will be entitled to receive any final dividend declared by Partnership Assurance for the year ending 31 December 2015, in each case in the ordinary course and consistent with the respective company's past practice over the last 12 months (including as to amount, record date and payment date) and, where applicable, its published dividend policy and to the extent that the record date for such dividend falls prior to the Effective Date. The Just Retirement Board expects that, in the first year following completion of the Proposed Merger, JRP Group plc will pay dividends in line with Just Retirement's existing dividend policy. Under the Just Retirement Group's existing dividend policy, dividend payments will be made on an approximate one-third:two-thirds split for interim and final dividends, respectively.

12. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

12.1 Interest rate risk

The Just Retirement Group's exposure to changes in interest rates is concentrated in its investment portfolio, loans secured by mortgages and its insurance obligations. Changes in investment and loan values attributable to interest rate changes are mitigated by corresponding and partially offsetting changes in the economic value of the insurance provisions. The Just Retirement Group monitors this exposure through regular reviews of its asset and liability position, capital modelling, sensitivity testing and scenario analysis.

The following tables indicate the earlier of contractual re-pricing or maturity dates for the Just Retirement Group's significant financial assets.

30 June 2015	Less than one year	One to five years	Five to 10 years	Over 10 years	No fixed term	Total
			£m
Units in liquidity funds	280.2	—	—	—	—	280.2
Debt securities and other fixed income
securities	270.9	1,229.1	1,377.4	1,796.4	—	4,673.8
Deposits with credit institutions	18.0	—	—	—	—	18.0
Derivative financial assets .	—	6.3	29.5	15.1	—	50.9
Loans secured by mortgages	—	—	—	—	3,471.8	3,471.8
Total	569.1	1,235.4	1,406.9	1,811.5	3,471.8	8,494.7
30 June 2014	Less than one year	One to five year	Five to 10 years	Over 10 years	No fixed term	Total
				£m
Units in liquidity funds Debt securities and other fixed income	341.2	—	—	—	—	341.2
securities	224.0	1,290.4	1,372.9	1,440.6	—	4,327.9
Deposits with credit institutions	29.2	—	—	—	—	29.2
Derivative financial assets	—	—	30.2	12.1	—	42.3
Loans secured by mortgages	—	—	—	—	2,749.4	2,749.4
Total	594.4	1,290.4	1,403.1	1,452.7	2,749.4	7,490.0

30 June 2013	Less than one year	One to five years	Five to 10 years	Over 10 years	No fixed term	Total
				£m
Units in liquidity fund	149.3	—	—	—	—	149.3
Debt securities and other fixed income
securities	235.9	1,042.6	1,120.4	1,361.0	—	3,759.9
Deposits with credit institutions	17.2	—	—	—	—	17.2
Derivative financial assets .	—	1.9	25.3	9.9	—	37.1
Loans secured by mortgages	—	—	—	—	2,081.2	2,081.2
Total	402.4	1,044.5	1,145.7	1,370.9	2,081.2	6,044.7

12.2 Credit risk

Credit risk is incurred whenever the Just Retirement Group is exposed to loss if another party fails to perform its financial obligations to the Group, including failing to perform them in a timely manner.

The Just retirement Group manages credit risk on its investment portfolio by the appointment of specialist fund managers, who execute a diversified investment strategy, investing in investment grade assets and imposing individual counterparty limits. Concentration of credit risk exposures is managed by placing limits on exposures to individual counterparties and limits on exposures to credit rating levels. Credit risk on reinsurance balances is mitigated by the reinsurer depositing back more than 100 per cent. of premiums ceded under the reinsurance agreements.

Credit risk on cash assets is managed by imposing restrictions over the credit ratings of third parties with whom cash is deposited.

Credit risk is mitigated on the LTMs by maintaining a low initial loan to value ratio. Furthermore, the nature of the product means that there is no default risk in either principal or interest other than through the NNEG.

The carrying amount of those assets subject to credit risk effectively represents the maximum credit risk exposure.

The following tables provide information regarding the credit risk exposure for financial investments of the Just Retirement Group which were neither past due nor impaired as at the dates indicated below.

30 June 2015	AAA(1)	AA	A	BBB(2)	Unrated	Total
				£m
Units in liquidity funds	254.9	—	—	—	25.3	280.2
Debt securities and other fixed income
securities	790.7	241.6	1,680.9	1,778.0	182.6	4,673.8
Deposits with credit institutions	—	—	0.9	17.1	—	18.0
Derivative financial assets	—	—	17.5	33.4	—	50.9
Reinsurance assets	—	2.6	0.9	—	—	3.5
Insurance and other receivables	—	—	0.6	—	33.5	34.1
Total	1,045.6	244.2	1,700.8	1,828.5	241.4	5,060.5

(1) Includes treasury gilts.

(2) Includes BBB+ and below.

30 June 2014	AAA(1)	AA	A	BBB(2)	Unrated	Total
				£m
Units in liquidity funds	341.2	—	—	—	—	341.2
Debt securities and other fixed income securities .	273.5	612.9	1,871.8	1,569.7	—	4,327.9
Deposits with credit institutions .	—	—	29.2	—	—	29.2
Derivative financial assets .	—	—	42.3	—	—	42.3
Reinsurance assets	—	121.7	30.6	—	—	152.3
Insurance and other receivables .	—	—	0.6	—	4.4	5.0
Total	614.7	734.6	1,974.5	1,569.7	4.4	4,897.9
(1) Includes treasury gilts.
(2) Includes BBB+ and below.
30 June 2013	AAA(1)	AA	A	BBB(2)	Unrated	Total
				£m
Units in liquidity funds	149.3	—	—	—	—	149.3
Debt securities and other fixed income securities .	377.7	466.4	1,711.0	1,204.8	—	3,759.9
Deposits with credit institutions .	—	—	17.2	—	—	17.2
Derivative financial assets .	—	—	37.1	—	—	37.1
Reinsurance assets	—	124.1	39.4	—	—	163.5
Insurance and other receivables	—	—	—	—	18.1	18.1
Total	527.0	590.5	1,804.7	1,204.8	18.1	4,145.1

(1) Includes treasury gilts.

(2) Includes BBB+ and below.

12.3 Liquidity risk

Liquidity risk is the risk of loss because the Just Retirement Group, although solvent, either does not have sufficient financial resources available to it in order to meet its obligations as they fall due, or can secure them only at excessive cost.

Liquidity risk is managed by ensuring that assets of a suitable maturity and marketability are held to meet liabilities as they fall due. Cash flow forecasts are regularly prepared to predict and monitor liquidity levels over both the short and medium term.

The tables below summarise the maturity profile of the financial liabilities of the Just Retirement Group based on remaining undiscounted contractual obligations.

30 June 2015	Within one year or payable on demand	One to five years	More than five years	No fixed term
			£m
Bank borrowings .	6.2	44.3	—	—
Derivative financial liabilities .	1.0	4.0	454.7	—
Obligations for repayment of cash collateral received	18.6	—	—	—
Deposits received from reinsurers	183.9	715.0	2,743.4	—
Reinsurance finance	—	—	—	76.7

30 June 2014	Within one year or payable on demand	One to five years	More than five years	No fixed term
			£m
Bank borrowings .	6.4	50.2	—	—
Derivative financial liabilities .	1.0	4.0	453.4	—
Obligations for repayment of cash collateral received	1.8	—	—	—
Deposits received from reinsurers	261.6	1,015.3	4,257.9	—
Reinsurance finance	—	—	—	98.2

30 June 2013	Within one year or payable on demand	One to five years	More than five years	No fixed term
			£m
Bank borrowings .	5.6	56.6	—	—
Derivative financial instruments .	1.2	4.6	326.4	—
Deposits received from reinsurers	248.2	967.3	4,063.6	—
Reinsurance finance	—	—	—	94.4
Class A loan notes	—	—	13.6	—
Class B loan notes	—	—	164.8	—
Class A preference shares	—	—	—	3.7
Class B preference shares	—	—	—	45.0
Other loans	—	—	4.0	—

13. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

For a description of the Just Retirement Group's critical accounting judgements and key sources of estimation uncertainty, see Note 1 of Just Retirement's Annual Report & Accounts 2015.

PART 9 PARTNERSHIP ASSURANCE FINANCIAL INFORMATION

Historical financial information

The following documents, which have been filed with the FCA and are available for inspection in accordance with paragraph 23 of Part 16 ''Additional Information'' of this Prospectus, contain financial information which is relevant to the Proposed Merger:

• 1. Partnership Assurance's 2015 Interim Results filed with the FCA on 11 August 2015 (which includes Partnership Assurance's unaudited financial statements for the six months ended 30 June 2015) (''Partnership Assurance's Interim Results 2015'');
• 1. Partnership Assurance's prospectus in respect of £100,000,000 9.5 per cent. fixed rate guaranteed subordinated notes due 2025 dated 14 May 2015 (which includes audited financial statements of Partnership Assurance and PLACL for the years ended 31 December 2014 and 31 December 2013) (''Partnership Assurance's Debt Prospectus'');
• 1. Partnership Assurance's Annual Report & Accounts 2014 filed with the FCA on 2 March 2015 (which includes Partnership Assurance's audited market consistent embedded value (''MCEV'') financial statements for the year ended 31 December 2014) (''Partnership Assurance's Annual Report & Accounts 2014''); and
• 1. Partnership Assurance's IPO prospectus dated 7 June 2013 (which includes audited financial statements of PAG Holdings Limited, the pre-IPO holding company of the Partnership Assurance Group, for the years ended 30 June 2013 and 30 June 2012) (''Partnership Assurance's IPO Prospectus'').

Information incorporated by reference

The tables below set out the various sections of the documents referred to above which are incorporated by reference into, and form part of, this Prospectus so as to provide certain information required pursuant to the Prospectus Rules, and only the parts of the documents identified in the tables below are incorporated into, and form part of, this Prospectus. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Prospectus.

For the six months ended 30 June 2015

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent review report to Partnership Assurance	Partnership Assurance's Interim Results 2015	21
Condensed consolidated statement of comprehensive income for the half year ended 30 June 2015	Partnership Assurance's Interim Results 2015	22
Condensed consolidated statement of changes in equity for the half year ended 30 June 2015	Partnership Assurance's Interim Results 2015	23
Condensed consolidated statement of financial position as at 30 June 2015	Partnership Assurance's Interim Results 2015	24
Condensed consolidated cash flow statement for the half year ended 30 June 2015	Partnership Assurance's Interim Results 2015	25
Notes to the condensed consolidated financial statements for the period ended 30 June 2015	Partnership Assurance's Interim Results 2015	26 - 42

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent auditors' report to the members of Partnership Assurance Group	Partnership Assurance's Debt Prospectus	F-2 and F-50
Consolidated statement of comprehensive income of Partnership Assurance Group for the years ended 31 December 2014 and 31 December 2013	Partnership Assurance's Debt Prospectus	F-8 and F-55
Consolidated statement of changes in equity for the years ended 31 December 2014 and 31 December 2013	Partnership Assurance's Debt Prospectus	F-9 and F-56
Consolidated statement of financial position as at 31 December 2014 and 31 December 2013	Partnership Assurance's Debt Prospectus	F-10 and F-57
Consolidated cashflow statement for the years ended 31 December 2014 and 31 December 2013	Partnership Assurance's Debt Prospectus	F-11 and F-58
Notes to Partnership Assurance Group's financial information	Partnership Assurance's Debt Prospectus	F-12 - F-49 and F-59 - F-96

For the years ended 31 December 2014 and 31 December 2013

For the year ended 31 December 2012

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent auditors' report on the financial information for the three financial years ended 31 December 2012 of PAG Holdings Limited and its
subsidiaries to the members of the Partnership Assurance Group	Partnership Assurance's IPO Prospectus	112 - 113
Consolidated statement of comprehensive income of PAG Holdings Limited for the year ended 31 December 2012	Partnership Assurance's IPO Prospectus	114
Consolidated statement of changes in equity for the year ended 31 December 2012	Partnership Assurance's IPO Prospectus	115
Consolidated statement of financial position as at 31 December 2012	Partnership Assurance's IPO Prospectus	116
Consolidated cashflow statement for the year ended 31 December 2012	Partnership Assurance's IPO Prospectus	117
Notes to PAG Holdings Limited financial information	Partnership Assurance's IPO Prospectus	118 - 149

Capitalisation and indebtedness

The table below sets out the capitalisation of the Partnership Assurance Group as at 30 June 2015.

The capitalisation and indebtedness information has been extracted without material adjustment from the unaudited financial information of the Partnership Assurance Group included in this Part 9 ''Partnership Assurance Financial Information'' (which has been incorporated into this Prospectus by reference) as at 30 June 2015 and the unaudited accounting records of the Partnership Assurance Group as at 31 July 2015.

	30 June 2015
	£'000
Total current debt	—
Guaranteed	—
Secured	—
Unguaranteed/unsecured	—
Total non-current debt (excluding current portion of long-term debt)	99,913
Guaranteed	99,913
Secured	—
Unguaranteed/unsecured	—
Shareholders' equity	595,911
Share capital	40,000
Legal reserve	—
Other reserves	555,911
Total	695,824

There has been no material change in the capitalisation of the Partnership Assurance Group since 30 June 2015.

The following table sets out net indebtedness of the Partnership Assurance Group as at 31 July 2015.

	31 July 2015
	£'000
Current Financial Receivable	263,766
Cash	19,797
Cash equivalent	244,469
Trading securities	—
Liquidity	—
Current Financial Payables	33,033
Current bank debt	—
Current portion of non-current debt	3,358
Other current financial debt	—
Current financial debt	—
Current payables (current tax liabilities and insurance and other payables)	29,675
Net Non-current Financial Indebtedness	99,913
Non-current bank loans	—
Bonds issued	99,913
Other non-current loans	—
Total financial indebtedness	130,820

The net indebtedness table of the Partnership Assurance Group above excludes financial assets, financial liabilities, reinsurance assets and insurance liabilities that relate to the on-going insurance operations of the business.

PART 10 RECONCILIATION OF PARTNERSHIP ASSURANCE GROUP FINANCIAL INFORMATION ON THE BASIS OF ACCOUNTING POLICIES OF THE JUST RETIREMENT GROUP

Unaudited reconciliation of Partnership Assurance's net profit for the six months ended 30 June 2015 and years ended 31 December 2014, 2013 and 2012

	Note	Six months to 30 June 2015	Year to 31 Dec 2014	Year to 31 Dec 2013	Year to 31 Dec 2012
		£m	£m	£m	£m
Net profit after tax as previously reported by
Partnership Assurance under Partnership
Assurance's accounting policies		2.2	18.9	59.4	50.2
Accounting Policy Adjustments:	(a)
Gross premiums written		(11.9)	30.7	69.3	(109.6)
Change in insurance liabilities (Gross
amount)		11.9	(30.7)	(69.3)	109.6
Net profit after tax under Just Retirement's
accounting policies		2.2	18.9	59.4	50.2

Unaudited reconciliation of Partnership Assurance's total equity as at 30 June 2015, 31 December 2014, 31 December 2013 and 31 December 2012

	Note	30 June 2015 £m	31 Dec 2014 £m	31 Dec 2013 £m	31 Dec 2012 £m
Total equity as previously reported by
Partnership Assurance under Partnership
Assurance's accounting policies		604.3	604.7	598.5	82.4
Accounting Policy Adjustments:	(a)
Debtors arising out of insurance contracts		(11.9)	30.7	69.3	(109.6)
Long Term Business Provision		11.9	(30.7)	(69.3)	109.6
Total equity under Just Retirement's
accounting policies		604.3	604.7	598.5	82.4

Note (a)

The adjustments to net profit and total equity arise due to differences in the revenue recognition accounting policies for GWP between Just Retirement and Partnership Assurance.

Partnership Assurance's accounting policy notes that ''Premiums are written at the point an insurance policy comes into force'', whereas Just Retirement's accounting policy is ''Premium revenue in respect of single premium insurance contracts is accounted for when the premiums are received''.

In 2012 Partnership Assurance changed the terms of its offer to potential policyholders such that the insurance contract came into force at the point the policyholder accepted the insurer's terms. Pre-2012 the legal terms of Partnership Assurance's underlying insurance contracts were consistent with those of Just Retirement.

The identified difference between the two accounting policies results in the earlier recognition of premiums in the financial statements of Partnership Assurance compared to Just Retirement Group plc, as the point at which the policyholder accepts the insurer's terms occurs before premiums are received.

There is no overall impact on net profit or total equity because Partnership Assurance makes a corresponding adjustment to the Long Term Business Provision which means that no profit is recognised on these contracts until the premiums are received, which is in line with the point in time at which Just Retirement recognises profits on its contracts.

Sources of information:

The adjustments shown in the tables above have been extracted from the Partnership Assurance financial statements for the years ended 31 December 2012 (note 2 to the IFRS financial statements (Partnership Holdings Limited—predecessor company prior to Partnership Assurance's IPO)), 31 December 2013 (note 1c to the IFRS financial statements), 31 December 2014 (note 1c to the IFRS financial statements) and the Partnership Assurance interim statements for the six months ended 30 June 2015 (note 3b to the IFRS interim statements).

PART 11 PARTNERSHIP ASSURANCE OPERATING AND FINANCIAL REVIEW

The financial information below is extracted without material amendment from Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014, and Partnership Assurance's Interim Results 2015. Each of the Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014 (including with the auditors' reports in the Partnership Assurance's audited historical financial information) and Partnership Assurance's Interim Results 2015 are incorporated by reference in this Prospectus as described in Part 9 ''Partnership Assurance Financial Information''.

You should read the information in this section in conjunction with the Partnership Assurance Group's audited historical financial information and the auditors' reports contained in Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014, and Partnership Assurance's Interim Results 2015 alongside the detailed information included in this Prospectus in Part 4 ''Information on the Partnership Assurance Group'' and the other information incorporated by reference into this Prospectus and you should not rely solely on key and summarised information.

Some of the information in the review set forth below and elsewhere in this Prospectus and in the information incorporated by reference into this Prospectus includes forward-looking statements that involve risks and uncertainties. The Partnership Assurance Group's actual results may differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this Prospectus, including under ''Risk Factors'' and ''Important Information—Information Regarding Forward-looking Statements''.

Overview of the Partnership Assurance Group

Established in 2005 following the acquisition of the business of PAFS, Partnership Assurance is a UK life insurer focused on retirement income products, offering better rates to customers who suffer from shortened life expectancy by utilising an intellectual property-led, capital-efficient business model.

In the UK retail retirement income market, Partnership Assurance's annuity products are purchased by customers either to provide a guaranteed income or to meet the costs of long-term care. Partnership Assurance also sells limited volumes of individually underwritten protection products to customers with shortened life expectancy. In addition, Partnership Assurance originates and purchases equity release mortgages with shorter expected duration, primarily to diversify its investment portfolio and enhance its risk-adjusted yields.

In DB de-risking solutions, Partnership Assurance is able to use its expertise and proprietary intellectual property in individual underwriting to price the longevity risk of pensioners within DB pension schemes more accurately, often resulting in more attractive prices for trustees.

The Partnership Assurance Proprietary IP dates back to Partnership Assurance's predecessor, PAFS, which began collecting detailed medical and mortality data on its customers and quote-seekers in 1995. Partnership Assurance acquired PAFS in 2005 and with it this database.

Since then, Partnership Assurance has continued to gather detailed medical and mortality data on its customers and quote seekers; for each applicant, Partnership Assurance asks up to 250 questions relating to factors likely to influence life expectancy compared to the five questions which are typically relevant for an annuity product which does not take medical or lifestyle risk factors into account. As this dataset has grown, Partnership Assurance has increased the sophistication with which it determines its pricing, increasing the granularity of the life expectancy assessment.

The Partnership Assurance Group uses reinsurance to efficiently manage its regulatory capital requirements, improve pricing competitiveness and improve the quality of its earnings by reducing the potential volatility of a significant component of its profits.

Partnership Assurance's individual retirement income products are typically sold to customers by intermediaries. Partnership Assurance's DB de-risking solutions are typically sold to scheme trustees via EBCs. Partnership Assurance has implemented a multi-channel distribution strategy and has strong relationships with its key partners which have supported its growth in recent years.

Partnership Assurance is based in London and Redhill and, as at 30 June 2015, had 429 employees. Partnership Assurance is led by its Chief Executive Officer Steve Groves, a qualified actuary who has led the day-to-day operations of the Partnership Assurance Group since 2006, initially as Managing Director and since 2008 as Chief Executive Officer, and has 20 years of experience in the life insurance industry. The Partnership Assurance Group is authorised and regulated in the UK by the FCA and PRA.

Key factors affecting results of operations

The discussion below describes several significant factors that have had and/or may have a material effect on the Partnership Assurance Group's results of operations. Certain risks and other factors which may affect the Partnership Assurance Group's business are discussed in the section headed ''Risk Factors''.

Impact of budget reform

In common with the Just Retirement Group, the March 2014 Budget has had a material impact on the Partnership Assurance Group's results. See Part 8 ''Just Retirement Operating and Financial Review— Significant Factors Affecting Result of Operations of the Just Retirement Group—Impact of Budget Reform'' for an overview of these developments and their impact on the sales of annuities.

While the Partnership Assurance Board believes the March 2014 Budget has resulted in reduced sales of individual annuities, the Partnership Assurance Group has responded to the reforms of the March 2014 Budget by reducing its cost base and pursuing its existing strategy to diversify its business model and revenue streams by focusing on its DB de-risking proposition and progressing its US expansion initiative.

Impact of Solvency II

Solvency II could require the Partnership Assurance Group to strengthen its solvency capital position, which could impact its results of operations. For further background to Solvency II and its impact on the sales of annuities, see Part 8 ''Just Retirement Operating and Financial Review—Significant Factors Affecting Result of Operations of the Just Retirement Group—Impact of Solvency II''.

On 2 March 2015, Partnership Assurance Group entered into an agreement to issue a £100 million bond to the Cinven Funds, its majority shareholder. The bond is a Tier 2 qualifying regulatory capital instrument under existing solvency regulations and will continue to be following the implementation of the Solvency II regime on 1 January 2016.

Following the implementation of Solvency II, regulators may continue to issue guidance and other interpretations or calibrations of applicable requirements, which could require further adjustments by the Partnership Assurance Group.

Technical and competitive pricing

Pricing and assessing life expectancies for the Partnership Assurance Group's products requires a detailed technical understanding of the underlying risk in order to estimate future policy costs. Partnership Assurance's non-standard annuity products are priced using the Partnership Assurance Proprietary IP which has been collected over 20 years. The Partnership Assurance Group utilises the Partnership Assurance Proprietary IP to estimate the expected reduction in a potential annuitant's life expectancy from the healthy average, which informs the expected period over which annuity payments must be made. Combining the expected payments with an expected return from investing the premium allows calculation of the level of annuity payable for a set premium. Changes in the assessed level of regulatory capital required to back individual policies will impact on the price, as the cost of holding that capital to support the business is reflected in the overall price. This forms the basis of the ''technical price'' which is the minimum price for an annuity given the prevailing investment yields and the level of medical impairment and the capital requirements of an individual case. Pricing of protection products is based upon expected mortality rates based on lives for which an assessment of life expectancy has been performed.

In addition to accurate technical pricing of risk, a commercial margin over the minimum technical price is set in order to meet the Partnership Assurance Group's margin and sales volume targets, taking into account competitive and market dynamics. The Partnership Assurance Group is subject to industry-wide and macroeconomic trends that impact the Partnership Assurance Group's ability to price products in a way that will attract customers and grow its business. The competitive landscape for annuity products is influenced by increased competition from other retirement income product providers. Greater macroeconomic and other social factors that affect the behaviour of the Partnership Assurance Group's customers can also lead to pricing pressures and other changes to the segments in which the Partnership Assurance Group sells its products. For example, changes in lifestyle, technology or regulation could significantly alter customers' actual or perceived need for the Partnership Assurance Group's products.

The pricing of annuity products is continually reviewed and updated in response to both technical factors (such as changes in the assessed level of longevity, changes in investment yields or changes in the required capital assessment) and to commercial pressures from competitor pricing.

Reinsurance

As part of its overall risk mitigation and capital management strategy, the Partnership Assurance Group purchases reinsurance from a number of reinsurance providers to cover a proportion of its longevity risk (the risk of annuitants living longer than expected) and investment risk (the risk associated with performance of the Partnership Assurance Group's associated investment assets). For the six months ended 30 June 2015, the Partnership Assurance Group reinsured approximately 34 per cent. of its new business longevity risk and 72 per cent. of new business mortality risk on protection products.

The Partnership Assurance Group uses reinsurance to reduce its regulatory capital requirements, improve pricing competitiveness and the quality of earnings by transferring risk (and therefore potential losses) to its reinsurers. The retention of investment risk on reinsurance treaties has enabled the Partnership Assurance Group to improve price competitiveness and accelerate sales while remaining net capital generative. Significant changes in reinsurance pricing or the ability to obtain reinsurance may have a material impact on the Partnership Assurance Group's results. Changes in the structure of reinsurance contracts can impact on the Partnership Assurance Group's results, as well as changes in the level of reinsurance.

Investment portfolio

Partnership Assurance Group maintains a prudent investment strategy focused on delivering a competitive risk-adjusted yield in a capital efficient manner and by duration matching its liabilities with cash flows from a diversified asset base. The profile of Partnership Assurance's liabilities (being predominantly expected cash outflows to settle annuity payment obligations) requires that the majority of its investment portfolio be held in investment grade, fixed-income securities, such as government and corporate bonds. Partnership Assurance also invests in equity release assets, subject to strict risk tolerance limits that aim to ensure that cash inflows from maturing equity release assets match cash outflows from the annuity liabilities.

The Partnership Assurance Group's investment return in any given reporting period is affected by general macroeconomic and financial market conditions and other factors that may affect the value and return on investments, such as changes in interest rates and credit spreads. As the Partnership Assurance Group's investment return is a contributor to the Partnership Assurance Group's profitability in any given reporting period, these risks can affect the Partnership Assurance Group's financial results for that period. As the Partnership Assurance Group is a long-term investor, with a strategy to hold investments until maturity, the Partnership Assurance Group monitors performance based upon a long-term expected investment return, with the profit impact of investment fluctuations excluded from Operating Profit (see ''—KPIs'' below). Short-term fluctuations in the value of investments impact on the capital ratios reported.

The Partnership Assurance Group's bond investment portfolio is managed by Insight Investment Management and its equity release mortgages are managed internally. Investment decisions are based on an assessment of the risk-adjusted returns available on each asset.

Reserves

The Partnership Assurance Group maintains insurance reserves to cover the estimated cost of annuity payments and the related administrative expenses required to manage each insurance policy over its expected duration. The Partnership Assurance Group sets the level of reserves at each reporting period end. The level of reserves is dependent upon a range of actuarial and statistical projections and assumptions each of which is reassessed in light of the most up to date information available to the Partnership Assurance Group at the time of setting the reserves. Insurance reserves are set by the Partnership Assurance Board based on the advice of Partnership Assurance's actuarial function holder using actuarial methods having due regard to the actuarial principles set out in INSPRU. Regulatory and legal developments may result in the Partnership Assurance Group deciding to maintain greater levels of reserves which may materially impact the Partnership Assurance Group's reported results for the period as the movement in insurance reserves from period to period is a material contributor to the profits reported by the Partnership Assurance Group.

The PRA reviews the reserves which Partnership Assurance sets to support its annuity risks as part of a regular process to provide guidance on the minimum levels of regulatory capital which Partnership Assurance is obliged to hold (see ''—Regulatory and legal developments'' below).

Regulatory and legal developments

Developments in government regulation and legislation may require the Partnership Assurance Group to make significant changes to its reserves, pricing models, systems and controls, and may have a material effect on the results of its operations. In addition to Solvency II as discussed above, additional regulatory developments that could have an impact on the Partnership Assurance Group's results include, among others, regulatory changes resulting from the March 2014 Budget, changes to the Approved Persons regime, the FCA market study on retirement income and review of annuities and the implementation of the CA. See Part 8 ''Just Retirement Operating and Financial Review—Significant Factors Affecting Result of Operations of the Just Retirement Group—Changes in regulation'' and paragraph 9 of Part 5 ''Regulatory Overview'' for further information on these developments.

The Partnership Assurance Board cannot predict with certainty the effects regulatory reforms may have on the Partnership Assurance Group. To help the Partnership Assurance Group assess and manage the likely impact of regulatory and legal developments and uncertainties in its business, the Partnership Assurance Group's policy has been to proactively engage in emerging regulatory developments by participating in industry consultation and supporting the introduction of a coherent package of reforms. The Partnership Assurance Group has the capability to adapt its pricing models in response to regulatory changes and has modelled several different scenarios with regard to regulatory trends in order to minimise the overall impact of future regulations and take advantage of emerging opportunities.

KPIs

The Partnership Assurance Board monitors the Partnership Assurance Group's performance by regularly reviewing the following metrics, which (other than IFRS Profit Before Tax) are non-IFRS measures, as the Partnership Assurance Board considers these measures to give greater understanding of the underlying performance drivers of the Partnership Assurance Group. The Partnership Assurance Board considers these measures to be the Partnership Assurance Group's KPIs. The measures described below (other than IFRS Profit Before Tax) are not measures of financial performance under generally accepted accounting principles, including IFRS, and should not be considered in isolation or as an alternative to the Partnership Assurance Group's audited financial statements prepared under IFRS and incorporated by reference into this Prospectus. Because these measures are not determined in accordance with generally accepted accounting principles and are thus susceptible to varying calculations, they may not be comparable with other similarly titled measures of performance of other companies.

The Partnership Assurance Board monitors the Partnership Assurance Group's performance by regularly reviewing the following metrics, which it considers to be the Partnership Assurance Group's KPIs:

• Total Operating Profit. This is the sum of New Business Operating Profit and In-Force Operating Profit, together with the long-term expected return from investments held by the Partnership Assurance Group that are not required to back insurance liabilities (termed ''surplus assets'').
• Economic Capital Coverage Ratio: This is the ratio of Economic Capital surplus over Economic Capital requirements. Economic Capital is the principal risk based capital measure used by the Partnership Assurance Board.
• New Business Premiums. These represent the value, measured as SPE of new insurance contracts completed during the reporting period.
• New Business Operating Profit. This is profit generated from new business completed in the period, calculated using actuarial assumptions applicable at the time the new business was written, and utilising a discount rate based upon expected investment yields from the assets backing the insurance liabilities, namely, the Partnership Assurance Group's corporate bond and equity release assets, net of expenses allocated against new business.
• MCEV: This provides a view of the overall worth of the in-force business and Partnership Assurance's net assets.

• IFRS Profit Before Tax: this is the UK GAAP measure of profit.

The Partnership Assurance Board considers Total Operating Profit to be the core measure of underlying performance of the Partnership Assurance Group, and therefore a useful measure for investors and securities analysts to use in assessing the Partnership Assurance Group's financial position and performance, as this measure excludes the impact of short term investment variances in its asset portfolio.

The table below shows the components of Operating Profit for each period, together with a reconciliation of the Total Operating Profit to IFRS Profit from continuing operations before tax.

	For the six months ended 30 June			For the year ended 31 December
	2015	2014	2014	2013	2012
			£000's
New Business Operating Profit	(2,425)	17,803	38,962	85,678	93,871
In-Force Operating Profit	13,476	6,840	8,477	34,278	14,263
Long-term expected return on surplus assets	7,241	8,746	16,328	11,435	3,997
Operating Profit	18,292	33,389	63,767	131,391	112,131
Investment variances	(6,532)	(9,043)	(23,491)	8,643	(3,289)
Non-recurring expenditure	(6,445)	(9,656)	(16,348)	(30,769)	(5,735)
Other gains/(losses) .	167	321	139	(1,201)	(1,156)
Interest on borrowings	(2,554)	—	—	(25,403)	(34,472)
IFRS Profit from continuing operations before tax	2,928	15,011	24,067	82,661	67,479

Investment variances reflect:

• (a) the difference between actual performance on investment assets (e.g. cash, gilts, corporate bonds and equity release) over the reporting period and the investment yield allowed for in the calculation of in-force liabilities at the start of the reporting period;
• (b) the difference between the yield on investment assets allowed for in the calculation of new business profits and the actual investment performance including differences arising from investing at different yields and asset allocations than those expected when pricing new business;
• (c) the difference between actual performance on investment assets and long-term assumed return on surplus assets; and
• (d) the impact of changes in the best-estimate credit default allowance made against the Partnership Assurance Group's invested assets.

On a forward looking basis, the effective tax rates applicable to the Partnership Assurance Group are expected to be broadly in line with the UK's prevailing corporation tax rates.

SPE is an industry accepted metric for the analysis of revenue for insurance companies and is included in order to aid comparability. A reconciliation from SPE to GWP, which appears on the face of Partnership Assurance's statement of comprehensive income, is set forth below.

	For the six months ended 30 June			For the year ended 31 December
	2015	2014	2014	2013	2012
			£000's
Total SPE	231,311	409,041	791,237	1,228,859	1,264,637
Adjustment in respect of regular premium
business	(406)	100	135	(5)	—
Change in premiums receivable (not included in
SPE)	11,873	(23,801)	(30,734)	(69,335)	112,102(1)
Reinsurance premiums received .	—	—	—	43	91,269
GWP .	242,778	385,340	760,638	1,159,562	1,468,008

(1) Included premiums arising from change to contract terms in 2012

The KPIs have been extracted without material adjustment from, and more details can be found in, the Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014, and Partnership Assurance's Interim Results 2015, which are incorporated by reference in this Prospectus as described in Part 9 ''Partnership Assurance Financial Information''.

New Business Operating Profit

New Business Operating Profit, generated from new business written in the period, amounted to a loss of £2.4 million for the six months ended 30 June 2015, a decrease of £20.2 million compared to £17.8 million for the six months ended 30 June 2014. This decrease was primarily the result of lower volumes of annuity sales following the 2014 Budget announcement and the impact of the mismatch between costs and revenues while annuity sales remained subdued.

New Business Operating Profit amounted to £39.0 million for the 12 months ended 31 December 2014, a decrease of £46.7 million or 54.5 per cent., compared to £85.7 million for the 12 months ended 31 December 2013. The decrease was primarily a result of lower sales of GIfLs following the 2014 Budget announcement and the impact of the mismatch between costs and revenues while annuity sales remained subdued. New Business Operating Profit of £85.7 million for the 12 months ended 31 December 2013 was £8.2 million or 8.7 per cent. lower compared to £93.9 million for the 12 months ended 31 December 2012. This decrease was primarily a result of higher operating expenses relating to the Partnership Assurance Group's listing in 2013.

In-Force Operating Profit

In-Force Operating Profit, generated from actual experience measured against assumed experience in the actuarial basis, amounted to £13.5 million for the six months ended 30 June 2015, an increase of £6.7 million compared to £6.8 million for the six months ended 30 June 2014. The level of in-force operating profit in the six months ended 30 June 2015 reflects the increased size of the business and higher planned margins on mortality as Partnership Assurance decided to increase the level of retained risk, particularly in respect of DB business, as well as positive longevity experience on care business.

In-Force Operating Profit amounted to £8.5 million for the 12 months ended 31 December 2014, a decrease of £25.8 million compared to £34.3 million for the 12 months ended 31 December 2013. This decrease was primarily due to the 2013 result including £21.0 million of non-recurring assumption and other changes which did not recur in 2014. In-Force Operating Profit of £34.3 million for the 12 months ended 31 December 2013 was £20.0 million higher than £14.3 million for the 12 months ended 31 December 2012. This increase was primarily the result of the increased size of the in-force book, as well as £21.0 million non-recurring assumption and other changes, primarily the release of expense reserves related to one-off economies of scale realised during 2013.

Long-term expected return on surplus assets

Long-term expected return on surplus assets, being the long-term, risk adjusted expected return on investments surplus to those used to back insurance liabilities, amounted to £7.2 million for the six months ended 30 June 2015, a decrease of £1.5 million, or 17.2 per cent., compared to £8.7 million for the six months ended 30 June 2014. This decrease was primarily the result of an increase in the proportion of assets held in cash, coupled with lower longer term expected rates of return on bonds.

Long-term expected return on surplus assets was £16.3 million for the 12 months ended 31 December 2014, an increase of £4.9 million or 4.3 per cent., compared to £11.4 million for the 12 months ended 31 December 2013, which is £7.4 million higher than the £4.0 million for the 12 months ended 31 December 2012. The increase in each period was primarily the result of growth in surplus assets, the reduction in debt and an increase in allocation of surplus assets to non-cash investments.

Investment variances

Investment variances reflect the difference between actual performance on investment assets (e.g. cash, gilts, corporate bonds and equity release) over the reporting period and the investment yield allowed for in the calculation of liabilities at the start of the reporting period, new business written during the reporting period and the long-term assumed return on surplus assets. Also included in investment variance is the impact of changes in the best-estimate credit default allowance made against the Partnership Assurance Group's invested assets. Any change in the prudential element of the credit default allowance is reflected in in-force operating profit.

Non-recurring expenditure

Non—recurring expenditure in the six months ended 30 June 2015 includes costs relating to Solvency II developments, development of Partnership Assurance's defined benefit proposition and retirement account proposition and the Partnership Assurance Group's International Care business. Non-recurring expenditure for the year ended 31 December 2014 included restructuring costs of £1.2 million and £6.0 million due to impairment of distribution assets following the 2014 Budget in addition to regulatory and proposition developments.

Non-recurring expenditure in the 12 months ended 31 December 2014 was £16.3 million, which includes Solvency II related costs, costs incurred in developing DB architecture and implementation costs of management actions, new initiatives and product development, £6.0 million impairment of sales infrastructure and £2 million of Solvency II related IT development costs, which are being amortised over a five year period. For the 12 months ended 31 December 2013, non-recurring expenditure of £30.8 million primarily related to restructuring and the Partnership Assurance Group's IPO and charges resulting from vesting of the staff share option plan. For the 12 months ended 31 December 2012, non-recurring expenditure was £5.7 million.

Other gains and losses

Other gains and losses are primarily sundry income and costs arising in the distribution subsidiaries of the Partnership Assurance Group.

Interest on borrowings

Interest on borrowings, which relates to interest payable on loan notes and external bank loans, amounted to £2.6 million for the six months ended 30 June 2015, an increase from £nil for the six months ended 30 June 2014. This increase was the result of the Partnership Assurance Group entering into its 2015 bond.

Interest on borrowings amounted to £nil for the 12 months ended 31 December 2014 compared to £25.4 million for the 12 months ended 31 December 2013. The decrease resulted primarily from the repayment of the Partnership Assurance Group's existing debt in 2013. Interest on borrowings for the 12 months ended 31 December 2012 was £34.5 million.

Key line items

GWP

GWP represent the total premium received by the Partnership Assurance Group in the accounting period, gross of any commissions paid. This includes premiums received in respect of new business entered into during the period and premiums collected on policies in-force.

Outward reinsurance premiums

Outward reinsurance premiums represent the premiums payable by the Partnership Assurance Group to its reinsurers in accordance with the terms set out in each reinsurance contract.

Net premiums earned

Net premiums earned represent the premiums received by the Partnership Assurance Group after deducting the cost of outward reinsurance premiums.

Net investment income

Investment income comprises interest received on financial investments, realised investment gains and losses and movements in unrealised gains and losses. Expenses and charges are included on an accruals basis.

Realised gains and losses on investments are calculated as the difference between net sales proceeds less costs of sale and original cost. Unrealised gains and losses on investments represent the difference between the valuation at the balance sheet date and their purchase price or, if they have been previously valued, their valuation at the last balance sheet date. The movement in unrealised gains and losses recognised in the year also includes the reversal of unrealised gains and losses recognised in earlier accounting periods in respect of investment disposals in the current period.

Gross claims paid and reinsurers' share of claims paid

Gross claims paid represent the total payments due to policyholders during the accounting period and the reinsurers' share of claims paid represents the amount due back to the Partnership Assurance Group under the terms of its reinsurance treaties.

Gross change in insurance liabilities and reinsurers' share of the change in the Partnership Assurance Group's Long Term Business Provision

Gross change in insurance liabilities represents the year-on-year change in the Partnership Assurance Group's Long Term Business Provision. The reinsurers' share of the change in the Partnership Assurance Group's Long Term Business Provision is shown separately.

Acquisition costs

Acquisition costs comprise direct costs such as commissions and indirect costs of obtaining and processing new business. They are allocated to particular categories of business based on available information. Acquisition costs are not deferred as they are largely recovered at policy inception through profit margins.

Investment expenses and charges

Investment expenses and charges represent the charges payable to external asset managers and are charged primarily as a proportion of the market value of assets being managed on behalf of the Partnership Assurance Group.

Interest on external borrowings

Interest on external borrowings represents the Partnership Assurance Group's interest expense for loan notes and external bank debt for the period.

Other operating expenses

Other operating expenses represent the Partnership Assurance Group's operational overheads, including staff costs, marketing costs, rental of premises and other expenses incurred in running the Partnership Assurance Group's operations.

Results of operations

Results of operations for the six months ended 30 June 2015 against the six months ended 30 June 2014

The table below presents Partnership Assurance Group's results of operations for the six months ended 30 June 2015 and 2014.

	For the six months ended 30 June
	2015	2014
	£000's
GWP Outward reinsurance premiums	242,778 (76,987)	385,340 (230,974)
Net premiums earned Net investment income Share of results of joint venture accounted for using the equity method Other income	165,791 6,648 1 55	154,366 108,616 (166) 275
Total income	172,495	263,091
Gross claims paid Reinsurers' share of claims paid	(204,230) 130,393	(191,080) 125,660
Change in insurance liabilities: Gross change in insurance liabilities Reinsurers' share of change in insurance liabilities	59,141 (103,149) (44,008)	(305,833) 185,179 (120,654)
Acquisition costs Investment expenses and charges Interest on external borrowings Other operating expenses	(1,334) (6,906) (2,554) (40,928)	(3,480) (6,995) — (51,531)
Total claims and expenses	(169,567)	(248,080)
Profit before tax Income tax charge	2,928 (692)	15,011 (3,950)
Profit for the period Attributable to:	2,236	11,061
Owners of the Parent Non-controlling interests	2,236 —	11,059 2

GWP

GWP amounted to £242.8 million for the six months ended 30 June 2015, a decrease of £142.5 million, or 37.0 per cent., compared to £385.3 million for the six months ended 30 June 2014. This decrease was primarily the result of lower volumes of annuity sales following the 2014 Budget announcement.

Outward reinsurance premiums

Outward reinsurance premiums amounted to £77.0 million for the six months ended 30 June 2015, a decrease of £154.0 million compared to £231.0 million for the six months ended 30 June 2014. This decrease was primarily the result of lower levels of reinsurance activity as a result of lower volumes of annuity sales and a lower proportion of new business premiums being reinsured.

Net premiums earned

As a result of the above, net premiums earned amounted to £165.8 million for the six months ended 30 June 2015, an increase of £11.4 million, or 7.4 per cent., compared to £154.4 million for the six months ended 30 June 2014.

Net investment income

Net investment income amounted to £6.6 million for the six months ended 30 June 2015, a decrease of £102.0 million compared to £108.6 million for the six months ended 30 June 2014. The decrease was primarily the result of unrealised losses on financial investments in 2015 versus unrealised gains in 2014, partially offset by higher realised gains on financial investments.

Total income

As a result of the above, total income amounted to £172.5 million for the six months ended 30 June 2015, a decrease of £90.6 million, or 34.4 per cent., compared to £263.1 million for the six months ended 30 June 2014.

Claims paid

Gross claims paid amounted to £204.2 million for the six months ended 30 June 2015, an increase of £13.1 million, or 6.9 per cent., compared to £191.1 million for the six months ended 30 June 2014. This increase was primarily the result of the increased size of the in-force book. The reinsurers' share of claims paid for the six months ended 30 June 2015 was £130.4 million compared to £125.7 million for the six months ended 30 June 2014.

Change in insurance liabilities

Insurance liabilities (net of reinsurers' share) increased by £44.0 million in the six months ended 30 June 2015, a reduction of £76.6 million compared to the increase in insurance liabilities (net of reinsurers' share) of £120.7 million for the six months ended 30 June 2014. This decrease was primarily the result of lower volumes of annuity sales written in 2015.

Acquisition costs

Acquisition costs amounted to £1.3 million for the six months ended 30 June 2015, a decrease of £2.2 million, or 62.9 per cent., compared to £3.5 million for the six months ended 30 June 2014. This decrease was primarily the result of lower levels of annuity sales following the 2014 Budget.

Investment expenses and charges

Investment expenses and charges amounted to £6.9 million for the six months ended 30 June 2015, a decrease of £0.1 million, or 1.4 per cent., compared to £7.0 million for the six months ended 30 June 2014.

Interest on external borrowings

Interest on external borrowings amounted to £2.6 million for the six months ended 30 June 2015 compared to £nil for the six months ended 30 June 2014. This increase was a result of an accrual for the Partnership Assurance Group's 2015 bond, which was entered into in March 2015.

Other operating expenses

Other operating expenses amounted to £40.9 million for the six months ended 30 June 2015, a decrease of £10.6 million, or 20.6 per cent., compared to £51.5 million for the six months ended 30 June 2014. This decrease was primarily the result of cost management action taken post the 2014 Budget and lower non-recurring expenses.

Total claims and expenses

As a result of the above, total claims and expenses amounted to £196.6 million for the six months ended 30 June 2015, a decrease of £78.5 million, or 31.6 per cent., compared to £248.1 million for the six months ended 30 June 2014.

Income tax charge from continuing operations

Income tax charge from continuing operations amounted to £0.6 million for the six months ended 30 June 2015, as compared to £4.0 million for the six months ended 30 June 2014. This decrease was primarily the result of lower taxable profits being generated in the period.

Profit for the period

For the reasons discussed above, profit for the period amounted to £2.2 million for the six months ended 30 June 2015, a decrease of £8.9 million compared to £11.1 million for the six months ended 30 June 2014.

Results of operations for the year ended 31 December 2014 against the year ended 31 December 2013

The table below presents Partnership Assurance Group's results of operations for the year ended 31 December 2014 and 2013.

	For the year ended 31 December
	2014	2013
		£000's
GWP Outward reinsurance premiums	760,638 (307,959)	1,159,562 (733,849)
Net premiums earned	452,679	425,713
Net investment income	299,232	137,762
Share of results of joint venture accounted for using the equity method	(179)	(162)
Profit on loss of control of subsidiary	158	—
Other income	207	219
Total income	752,097	563,532
Gross claims paid Reinsurers' share of claims paid	(390,570) 255,957	(341,124) 225,277
Change in insurance liabilities:
Gross change in insurance liabilities	(883,524)	(624,290)
Reinsurers' share of change in insurance liabilities	405,259	428,197
	(478,265)	(196,093)
Acquisition costs	(4,997)	(13,036)
Investment expenses and charges	(14,352)	(13,270)
Interest on external borrowings	—	(25,403)
Other operating expenses	(95,803)	(117,223)
Total claims and expenses	(728,030)	(480,872)
Profit before tax	24,067	82,661
Income tax charge	(5,213)	(23,240)
Profit for the period Attributable to:	18,854	59,421
Owners of the Parent	18,852	59,465
Non-controlling interests	2	(44)

GWP

GWP amounted to £760.6 million for the year ended 31 December 2014, a decrease of £399.0 million, or 34.4 per cent., compared to £1,159.6 million for the year ended 31 December 2013. This decrease was primarily the result of a decrease in sales of individual retirement annuities of more than 40 per cent. in 2014, offset by a threefold increase in sales of defined benefit buy-in/buy-out bulk annuities.

Outward reinsurance premiums

Outward reinsurance premiums amounted to £308.0 million for the year ended 31 December 2014, a decrease of £425.8 million, or 58.0 per cent., compared to £733.8 million for the year ended 31 December 2013. This decrease was primarily the result of the lower volume of retirement sales and an increase in the proportion of longevity risk retained on New Business Sales. The reduced cost of reinsurance premiums was offset by a reduction to the benefit from the change in reinsurers' share of insurance liabilities.

Net premiums earned

As a result of the above, net premiums earned amounted to £452.7 million for the year ended 31 December 2014, an increase of £27.0 million, or 6.3 per cent., compared to £425.7 million for the year ended 31 December 2013.

Net investment income

The table below presents a breakdown of the Partnership Assurance Group's net investment income for the year ended 31 December 2014 and 2013.

	For the year ended 31 December
	2014	2013
	£000's
Interest receivable from financial assets	152,519	138,533
Interest payable on financial liabilities	(81,065)	(71,596)
Movement in fair value of financial assets	365,915	26,616
Movement in fair value of financial liabilities	(176,573)	17,382
Realised gains on financial assets	95,158	72,604
Realised losses on financial liabilities	(56,723)	(45,777)
Net investment income	299,232	137,762

Net investment income amounted to £299.2 million for the year ended 31 December 2014, an increase of £161.4 million compared to £137.8 million for the year ended 31 December 2013. This increase was primarily the result of increases in funds under management and increased profit received from realised and unrealised gains in the year ended 31 December 2014. The increased profit from realised and unrealised gains was offset by an increase to the charge from the change in net insurance liabilities.

Total income

As a result of the above, total income amounted to £752.1 million for the year ended 31 December 2014, an increase of £188.6 million, or 33.5 per cent., compared to £563.5 million for the year ended 31 December 2013.

Gross claims paid and reinsurers share of claims paid

Gross claims paid amounted to £390.6 million for the year ended 31 December 2014, an increase of £49.5 million, or 14.5 per cent., compared to £341.1 million for the year ended 31 December 2013. The reinsurers' share of claims paid for the year ended 31 December 2014 was £256.0 million compared to £225.3 million for the year ended 31 December 2013. The increase in gross claims paid and the reinsurers share of claims paid was primarily the result of increases in the number of policyholders and annuities in payment in the year ended 31 December 2014.

Change in insurance liabilities

Gross change in insurance liabilities amounted to £883.5 million for the year ended 31 December 2014, an increase of £259.2 million, or 41.5 per cent., compared to £624.3 million for the year ended 31 December 2013. The reinsurers' share of change in insurance liabilities for the year ended 31 December 2014 was £405.3 million compared to £428.2 million for the year ended 31 December 2013. The net increase in insurance liabilities was primarily the result of annuity sales in the year ended 31 December 2014 which increased gross insurance liabilities, and a reduction in the proportion of new business reinsured during 2014.

Acquisition costs

Acquisition costs amounted to £5.0 million for the year ended 31 December 2014, a decrease of £8.0 million, or 61.5 per cent., compared to £13.0 million for the year ended 31 December 2013. This decrease was primarily the result of the fall in New Business Sales and the continuing industry trend away from non-advised sales, on which commission rather than an up-front adviser fee can be levied, following the introduction of the RDR in December 2012.

Investment expenses and charges

Investment expenses and charges amounted to £14.4 million or the year ended 31 December 2014, an increase of £1.1 million, or 8.3 per cent., compared to £13.3 million for the year ended 31 December 2013. This increase was primarily the result of an increase in funds under management.

Interest on external borrowings

Interest on external borrowings amounted to £nil for the year ended 31 December 2014 compared to £25.4 million for the year ended 31 December 2013, as a result of the Partnership Assurance Group's repayment of external loans in 2013.

Other operating expenses

Other operating expenses amounted to £95.8 million for the year ended 31 December 2014, a decrease of £21.4 million, or 18.3 per cent., compared to £117.2 million for the year ended 31 December 2013. This decrease was primarily the result of lower non-recurring expenses incurred in 2014.

Total claims and expenses

As a result of the above, total claims and expenses amounted to £728.0 million for the year ended 31 December 2014, an increase of £247.1 million, or 51.4 per cent., compared to £480.9 million for the year ended 31 December 2013.

Income tax charge from continuing operations

Income tax charge from continuing operations amounted to £5.2 million for the year ended 31 December 2014, a decrease of £18.0 million, or 77.6 per cent., compared to £23.2 million for the year ended 31 December 2013. This decrease was primarily the result of lower taxable profit generated in the period. The average rate of UK corporate tax applicable to the Partnership Assurance Group fell to 21.5 per cent. in 2014 compared to 23.25 per cent. in 2013.

Profit for the year

For the reasons discussed above, profit for the year amounted to £18.9 million for the year ended 31 December 2014, a decrease of £40.6 million compared to £59.5 million for the year ended 31 December 2013.

Results of operations for the year ended 31 December 2013 against the year ended 31 December 2012

The table below presents Partnership Assurance Group's results of operations for the year ended 31 December 2013 and 2012.

		For the year ended 31 December
	2013	2012
		£000's
GWP	1,159,562	1,468,008
Outward reinsurance premiums	(733,849)	(554,620)
Net premiums earned before restructure of reinsurance treaty	425,713	913,388
Reinsurance premium related to restructure of treaty	—	(495,803)
Net premiums earned	425,713	417,585
Net investment income	137,762	290,738
Share of results of joint venture accounted for using the equity method	(162)	(40)
Other income	219	180
Total income	563,532	708,463
Gross claims paid	(341,124)	(273,655)
Reinsurers' share of claims paid	225,277	188,462
Recovery on recapture of reinsurance treaty	—	99,748
Change in insurance liabilities:	(624,290)	(1,564,761)
Gross change in insurance liabilities	428,197	663,452
Reinsurers' share not related to restructure and recapture	—	396,213
Reinsurers' share related to restructure and recapture	(196,093)	(505,096)
Acquisition costs	(13,036)	(34,566)
Investment expenses and charges	(13,270)	(8,178)
Interest on subordinated debt	—	(496)
Interest on external borrowings	(25,403)	(33,976)
Administrative and other expenses	(117,223)	(73,227)
Total claims and expenses	(480,872)	(640,984)
Profit from continuing operations before tax Income tax charge from continuing operations	82,661 (23,240)	67,479 (17,245)
Profit for the year from continuing operations	59,421	50,234
(Loss)/profit for the year from discontinued operations	—	(28)
Profit for the year Attributable to:	59,421	50,206
Owners of the Parent	59,465	50,193
Non-controlling interests	(44)	13

GWP

GWP amounted to £1,159.6 million for the year ended 31 December 2013, a decrease of £308.4 million, or 21.0 per cent., compared to £1,468.0 million for the year ended 31 December 2012. This decrease was primarily the result of a change in November 2012 to terms of the Partnership Assurance Group's offer to potential policyholders, such that an insurance contract would come into force at the point of their acceptance of the offered terms. Previously, a contract only came into force when all funds had been received from the policyholder.

Outward reinsurance premiums

Outward reinsurance premiums amounted to £733.8 million for the year ended 31 December 2013, an increase of £179.2 million, or 32.3 per cent., compared to £554.6 million for the year ended 31 December 2012. This increase was primarily due to a significant reinsurance treaty being restructured from a longevity swap treaty to a quota-share treaty during 2012 and also due to an increase in GWP for re-insured business. The restructure and growth in re-insured business resulted in a change of similar magnitude in the reinsurers' share of insurance liabilities to reflect that an increased share of claims paid will be recovered from reinsurers over the life of the policies covered.

Net investment income

The table below presents a breakdown of the Partnership Assurance Group's net investment income for the year ended 31 December 2013 and 2012.

	For the year ended 31 December
	2013	2012
	£000's
Interest receivable from financial assets	138,533	113,479
Interest payable on financial liabilities	(71,596)	(58,970)
Movement in fair value of financial assets	26,616	247,126
Movement in fair value of financial liabilities	17,382	(38,787)
Realised gains on financial assets	72,604	65,531
Realised losses on financial liabilities	(45,777)	(37,641)
Net investment income	137,762	290,738

Net investment income amounted to £137.8 million for the year ended 31 December 2013, a decrease of £152.9 million, or 52.6 per cent., compared to £290.7 million for the year ended 31 December 2012. This decrease was primarily the result of a lower increase in the fair value of financial assets during 2013 than 2012.

Total income

As a result of the above, total income amounted to £563.5 million for the year ended 31 December 2013, an increase of £145.0 million, or 20.5 per cent., compared to £708.5 million for the year ended 31 December 2012.

Gross claims paid and recovery on recapture of reinsurance

Gross claims paid amounted to £341.1 million for the year ended 31 December 2013, an increase of £67.4 million, or 24.6 per cent., compared to £273.7 million for the year ended 31 December 2012. This increase was primarily the result of increases in the number of policyholders and annuities in payment in 2013. The reinsurers' share of claims paid for the year ended 31 December 2013 was £225.3 million compared to £188.5 million for the year ended 31 December 2012.

Change in insurance liabilities

Gross change in insurance liabilities amounted to £624.3 million for the year ended 31 December 2013, a decrease of £940.5 million compared to £1,564.8 million for the year ended 31 December 2012. This decrease was primarily the result of net growth in the size of Partnership Assurance's annuity business in 2013. The reinsurers' share of change in insurance liabilities for the year ended 31 December 2013 was £428.2 million compared to £663.5 million for the year ended 31 December 2012.

Acquisition costs

Acquisition costs amounted to £13.0 million for the year ended 31 December 2013, a decrease of £21.6 million, or 62.4 per cent., compared to £34.6 million for the year ended 31 December 2012. This decrease was primarily the result of changes to distribution arrangements following the introduction of the changes from the RDR on 1 January 2013.

Investment expenses and charges

Investment expenses and charges amounted to £13.3 million for the year ended 31 December 2013, an increase of £5.1 million, or 62.2 per cent., compared to £8.2 million for the year ended 31 December 2012. This increase was primarily the result of increases in funds under management and deposits received from reinsurers.

Interest on external borrowings

Interest on external borrowings amounted to £25.4 million for the year ended 31 December 2013 a decrease of £8.6 million, or 25.3 per cent., compared to £34.0 million for the year ended 31 December 2012. This decrease was primarily the result of outstanding debt facilities being repaid immediately following Partnership Assurance's IPO loan in 2013.

Administrative and other expenses

Administrative and other expenses amounted to £117.2 million for the year ended 31 December 2013, an increase of £44.0 million, or 60.1 per cent., compared to £73.2 million for the year ended 31 December 2012. This increase was primarily the result of an increase in operating and non-recurring expenses related to Partnership Assurance's IPO in 2013.

Total claims and expenses

As a result of the above, total claims and expenses amounted to £480.9 million for the year ended 31 December 2013, a decrease of £160.1 million, or 25.0 per cent., compared to £641.0 million for the year ended 31 December 2012.

Income tax charge from continuing operations

Income tax charge from continuing operations amounted to £23.2 million for the year ended 31 December 2013, an increase of £6.0 million compared to £17.2 million for the year ended 31 December 2012. This increase was primarily the result of higher taxable 2013 profits being generated in 2013.

Profit for the year

As a result of the above, profit for the year amounted to £59.4 million for the year ended 31 December 2013, an increase of £9.2 million, or 18.3 per cent., compared to £50.2 million for the year ended 31 December 2012.

Liquidity and capital resources

Cash flows

As at 30 June 2015, the Partnership Assurance Group held a total of £245.9 million in cash and cash equivalents.

The table below presents a summary of the Partnership Assurance Group's cash flows for the six months ended 30 June 2015 and 2014 and the years ended 31 December 2014, 2013 and 2012.

	For the six months ended 30 June		For the year ended 31 December
	2015	2014	2014	2013	2012
			£000's
Net cash from / (used in) operating activities	63,584	27,771	(8,041)	(73,851)	29,097
Net cash from / (used in) investing activities	(855)	(1,532)	(3,449)	(21,353)	(10,443)
Net cash from / (used in) financing activities	95,910	(12,000)	(14,000)	41,672	100,753
Net increase in cash and cash equivalents	158,639	14,239	(25,490)	(53,532)	119,407
Cash and cash equivalents brought forward	87,251	112,741	112,741	166,273	46,866
Cash and cash equivalents carried forward	245,890	126,980	87,251	112,741	166,273

Net cash used in operating activities

The Partnership Assurance Group's net cash used in operating activities consists of net premium inflows less net claims paid and the payments of overheads and acquisition expenses, as well as cash settlement of any tax due. Operating activities also include the purchase and sale of investment assets.

Net cash from operating activities was £63.6 million in the six months ended 30 June 2015, an increase as compared to net cash from operating activities in the six months ended 30 June 2014, principally due to an increase in the share of investments that were allocated to short term deposits at 30 June 2015, following the receipt of the proceeds of the March 2015 bond issuance, and a fall in the corporation tax paid in the first half of 2015 reflecting reduced IFRS profits in 2014 compared to 2013. Net cash used in operating activities was £27.8 million in the six months ended 30 June 2014.

Net cash used in operating activities was £8.0 million in the year ended 31 December 2014, a decrease as compared to the year ended 31 December 2013 principally due to a decrease in net purchases of investment assets in 2014 to fund dividend payments as opposed to higher net purchases of investments in 2013 when additional capital was raised at its IPO. Net cash used in operating activities was £73.9 million in the year ended 31 December 2013, a decrease from a positive inflow from operating activities in 2012. Net cash from operating activities was £29.1 million in the year ended 31 December 2012.

Net cash from investing activities

The Partnership Assurance Group's net cash from investing activities consists of purchases of tangible and intangible assets and investments in joint ventures and associates.

Net cash used in investing activities was £0.9 million in the six months ended 30 June 2015, a decrease as compared to net cash used in investing activities in the six months ended 30 June 2014, principally due to a fall in the level of investment in internally-generated software development (which are classified as intangible assets). Net cash used in investing activities was £1.5 million in the six months ended 30 June 2014.

Net cash used in investing activities was £3.5 million in the year ended 31 December 2014, primarily as a result of investments in property, plant and equipment relating, in large part, to the fit out of the Partnership Assurance Group's head office and capitalised software development costs. Net cash used in investing activities was £21.4 million and £10.4 million in the year ended 31 December 2013 and 2012, respectively.

Net cash from financing activities

The Partnership Assurance Group's net cash from financing activities consists principally of funds received from borrowings made or issue of ordinary share capital less repayment of monies repaid against borrowings.

Net cash from financing activities was £95.9 million in the six months ended 30 June 2015, an increase as compared to net cash used in financing activities in the six months ended 30 June 2014, principally due to proceeds applied from the Partnership Assurance Group's 2015 bond issuance. Net cash used in financing activities was the £12.0 million final dividend for 2013 in the six months ended 30 June 2014.

Net cash used in financing activities was £14.0 million in the year ended 31 December 2014, an increase as compared to the prior year principally due to dividends paid in 2014. Net cash from financing activities in the year ended 31 December 2013 was £41.7 million.

Capital resources

The nature of the Partnership Assurance Group's activities and products that it sells (other than protection sales) mean that cash flows into the Partnership Assurance Group, in the form of new business premiums at the commencement of new insurance contracts. This cash is then invested in a combination of liquid and illiquid assets, to provide future cash flows to match the expected annuity payments due. In addition, as a regulated business, the Partnership Assurance Group is subject to regulatory capital requirements, as described in the Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014, and Partnership Assurance's Interim Results 2015, which are incorporated by reference in this Prospectus as described in Part 9 ''Partnership Assurance Financial Information''.

The principal sources of liquidity for the Partnership Assurance Group are funds received from policyholders in excess of the reserves established to pay future insurance obligations, and funds received from external borrowings and equity capital. Total borrowings (excluding financial liabilities due to reinsurers under the terms of certain reinsurance contracts) comprise the £100.0 million bond issued in March 2015, which, including accrued interest, is valued at £102.5 million at 30 June 2015.

Regulatory capital

The Partnership Assurance Group manages its capital to ensure that all of entities within the Partnership Assurance Group will be able to continue to operate as going concerns the remaining compliant with all

regulatory capital requirements to which each is subject. For the purposes of regulatory capital requirements, certain assets are restricted, or are inadmissible.

Economic Capital is the principal risk-based capital measure used by the Partnership Assurance Board. Economic Capital is based on the Partnership Assurance Board's view of the available capital and required capital calibrated to a one in 200 year risk event. The coverage ratio expresses the available capital as a percentage of the required capital.

The level of excess Economic Capital at 30 June 2015 was £223 million (31 December 2014: £132 million or £232 million when including the £100 million external debt raised on 2 March 2015). This represents a capital coverage ratio of 156 per cent. at 30 June 2015 (31 December 2014: 134 per cent. or 159 per cent. including external debt on 2 March 2015), well in excess of the Partnership Assurance Board's targeted minimum of 125 per cent. (under normal economic circumstances).

The Economic Capital surplus (before final dividend) decreased by £9 million in the six months ended 30 June due to new business required capital increasing by more than the post-dividend surplus. The Economic Capital and IGD capital positions as at 30 June 2015 are calculated at the Partnership Assurance level.

The table below outlines the Partnership Assurance Group's Economic Capital Coverage Ratio and IGD capital positions as at 30 June 2015.

	Economic Capital	IGD Capital Position
		As at 30 June 2015
		£m's, except for percentages
Total capital available	622.1	562.6
Capital required	399.0	225.1
Excess surplus	223.1	337.5
Coverage Ratio	156%	250%

Borrowings

On 2 March 2015, the Partnership Assurance Group entered into an agreement to issue a £100 million bond to the Cinven Funds, its majority shareholder. The issue completed on 23 March 2015. The bond is repayable after a 10-year term with possible redemption, at the option of the Partnership Assurance Group, at the fifth anniversary or on any interest payment date thereafter, in each case subject to PRA consent. The bond has an annual interest rate of 9.5 per cent. payable annually in arrears from the issue date. The bond issue cost was £0.1 million, which is being amortised over the ten year term. The bond is a Tier 2 qualifying regulatory capital instrument under existing solvency regulations and Solvency II compliant following implementation of the Solvency II regime on 1 January 2016. The bond is issued by Partnership Assurance with a guarantee provided by PLACL.

Contractual obligations

The table below presents a summary of Partnership Assurance's contractual obligations as at 30 June 2015.

	Less than one year	One to five years	More than five years	Total
March 2015 bond issuance	9,500	38,000	147,500	195,000
Operating lease commitments	2,391	9,036	6,715	18,142
Total	11,891	47,036	154,215	213,412

A number of commercial arrangements exist which commit the Partnership Assurance Group to pay thirdparties for services to be received in the future. These obligations are not included in the table above, as they are dependent upon the satisfactory performance of services from third-parties.

Obligations arising from reinsurance arrangements are also excluded from the table above.

Investment assets

Partnership Assurance Group maintains a prudent investment strategy focused on delivering a competitive risk-adjusted yield in a capital efficient manner and by duration matching its liabilities with cash flows from a diversified asset base. The profile of Partnership Assurance's liabilities (being predominantly expected cash outflows to settle annuity payment obligations) requires that the majority of its investment portfolio be held in investment grade, fixed-income securities, such as government and corporate bonds. Partnership Assurance also invests in equity release assets, subject to strict risk tolerance limits that aim to ensure that cash inflows from maturing equity release assets match cash outflows from the annuity liabilities.

Quantitative and qualitative disclosure of market risk

A description of the Partnership Assurance Group's qualitative and quantitative disclosures about market risk are incorporated by reference from the Partnership Assurance's Debt Prospectus, Partnership Assurance's Annual Report & Accounts 2014, and Partnership Assurance's Interim Results 2015, which are incorporated by reference in this Prospectus as described in Part 9 ''Partnership Assurance Financial Information''.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Critical accounting policies are those policies that require the application of the Partnership Assurance's management's most challenging, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies involve judgements and uncertainties that are sufficiently sensitive to result in materially different results under different assumptions and conditions. A detailed description of certain of the main accounting policies used in preparing Partnership Assurance's historical financial information is set forth in the notes to the Partnership Assurance Group's consolidated audited financial statements included in Partnership Assurance's Debt Prospectus and Partnership Assurance's Annual Report & Accounts 2014, which are incorporated by reference in this Prospectus as described in Part 9 ''Partnership Assurance Financial Information''.

PART 12 EUROPEAN AND MARKET CONSISTENT EMBEDDED VALUE SUPPLEMENTARY INFORMATION

Part A: Just Retirement EEV Supplementary Information

Information incorporated by reference

The table below sets out the various sections of Just Retirement's Annual Report & Accounts 2015 which are incorporated by reference into, and form part of, this Prospectus so as to provide certain information required pursuant to the Prospectus Rules, and only the parts of the document identified in the tables below are incorporated into, and form part of, this Prospectus. The parts of this document which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Prospectus.

For the year ended 30 June 2015

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent Auditor's report to Just Retirement on the EEV supplementary financial statements	Just Retirement's Annual Report & Accounts 2015	148
EEV—supplementary financial statements	Just Retirement's Annual Report & Accounts 2015	135
Reconciliation of shareholders' equity on IFRS basis to shareholders' equity on EEV basis	Just Retirement's Annual Report & Accounts 2015	137
Notes to the EEV supplementary financial statements	Just Retirement's Annual Report & Accounts 2015	138 - 146

Part B: Partnership Assurance MCEV Supplementary Information

Information incorporated by reference

The table below sets out the various sections of Partnership Assurance's Interim Results 2015 and Partnership Assurance's Annual Report & Accounts 2014 which are incorporated by reference into, and form part of, this Prospectus so as to provide certain information required pursuant to the Prospectus Rules, and only the parts of the documents identified in the tables below are incorporated into, and form part of, this Prospectus. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Prospectus. To the extent that any part of any information referred to below itself contains information which is incorporated by reference, such information shall not form part of this Prospectus

For the six months ended 30 June 2015

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent Auditor's review report to Partnership Assurance Group on the Consolidated Partnership Assurance Group
MCEV Supplementary Information	Partnership Assurance's Interim Results 2015	44
Group MCEV analysis of earnings (net of tax)	Partnership Assurance's Interim Results 2015	45
Covered business Analysis of Movement in Embedded Value
(net of tax)	Partnership Assurance's Interim Results 2015	46
Reconciliation of Group IFRS net assets to MCEV	Partnership Assurance's Interim Results 2015	47
Notes to the MCEV financial statements for the period ended 30 June 2015	Partnership Assurance's Interim Results 2015	48 - 55

For the year ended 31 December 2014

Information incorporated by reference into this Prospectus	Reference document	Page number in reference document
Independent Auditor's review report to Partnership Assurance Group on the Consolidated Partnership
Assurance Group MCEV Supplementary Information	Partnership Assurance's Annual Report & Accounts 2014	134
Group MCEV analysis of earnings (net of tax)	Partnership Assurance's Annual Report & Accounts 2014	135
Covered business Analysis of Movement in Embedded Value (net of tax)	Partnership Assurance's Annual Report & Accounts 2014	136
Reconciliation of Group IFRS net assets to MCEV	Partnership Assurance's Annual Report & Accounts 2014	137
Notes to the MCEV financial statements for the year ended 31 December 2014	Partnership Assurance's Annual Report & Accounts 2014	138 - 144

Consistency of accounting policies

The Directors confirm that no material adjustment needs to be made to Partnership Assurance's MCEV financial information to achieve consistency with Just Retirement's accounting policies in respect of its EEV for the year ended 30 June 2015.

PART 13

UNAUDITED PRO FORMA FINANCIAL INFORMATION ON THE COMBINED GROUP

The unaudited pro forma income statement, pro forma statement of net assets, pro forma EEV balance sheet and the related notes thereto set out in Section A, Section B and Section D of this Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group'' (together, the ''Unaudited Pro Forma Financial Information'') have been prepared on the basis of the notes set out below to illustrate the effect of the Proposed Merger on the income statement of the Just Retirement Group as if it had taken place on 1 July 2014, and the effect of the Proposed Merger and the Capital Raise on the net assets and EEV balance sheet of the Just Retirement Group as if it had taken place on 30 June 2015.

The Unaudited Pro Forma Financial Information has been prepared in accordance with Annex II of the Prospectus Directive Regulation and in a manner consistent with the accounting policies adopted by the Just Retirement Group in preparing its consolidated financial statements for the year ended 30 June 2015.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and, because of its nature, addresses a hypothetical situation and, therefore, does not represent the Just Retirement Group's, Partnership Assurance Group's or the Combined Group's actual financial position or results. It does not purport to represent what the Combined Group's financial position or results of operations actually would have been if the Proposed Merger had been completed on the dates indicated, nor does it purport to represent the results of operations for any future period or financial position at any future date.

The Unaudited Pro Forma Financial Information does not constitute financial statements within the meaning of Section 434 of the Companies Act. Prospective investors should read the whole of this Prospectus and not rely solely on the summarised financial information contained in this Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group''. KPMG LLP's reports on the Unaudited Pro Forma Financial Information are set out in Section C and Section E of this Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group''.

All figures stated in £ millions

		Adjustments
	Just Retirement Group for the year ended 30 June 2015	Partnership Assurance Group for the year ended 31 December 2014	Adjustments to align accounting policies	Proposed Merger adjustments	Pro forma
	(Note 1)	(Note 2)	(Note 3)	(Note 4 to 6)
Revenue
Gross written premium	1,099.0	760.6	30.7	—	1,890.3
Reinsurance premiums ceded	(122.9)	(308.0)	—	—	(430.9)
Reinsurance recapture	950.9	—	—	—	950.9
Net premium revenue	1,927.0	452.7	30.7	—	2,410.4
Net investment income	635.2	299.2	—	—	934.4
Other operating income	5.1	0.2	—	—	5.3
Total revenue	2,567.3	752.1	30.7	—	3,350.1
Expenses
Gross claims paid	(498.6)	(390.6)	—	—	(889.2)
Reinsurers' share of claims paid	248.1	256.0	—	—	504.1
Net claims paid	(250.5)	(134.6)	—	—	(385.1)
Change in insurance liabilities:	—	—	—	—
Gross amount	(956.7)	(883.5)	(30.7)	—	(1,870.9)
Reinsurers' share	(188.3)	405.3	—	—	217.0
Reinsurance capture	(950.9)	—	—	—	(950.9)
	(2,095.9)	(478.3)	(30.7)	—	(2,604.9)
Change in investment contract
liabilities:	(3.5)	—	—	—	(3.5)
Acquisition costs	(18.5)	(5.0)	—	—	(23.5)
Other operating expenses	(127.6)	(95.8)	—	(20.0)	(243.4)
Investment expenses and charges . .	—	(14.4)	—	—	(14.4)
Finance costs	(100.9)	—	—	—	(100.9)
Total claims and expenses	(2,596.9)	(728.0)	(30.7)	(20.0)	(3,375.6)
(Loss)/profit before tax	(29.6)	24.1	—	(20.0)	(25.5)
Income tax .	4.8	(5.2)	—	4.2	3.8
(Loss)/profit for the period	(24.8)	18.9	—	(15.8)	(21.7)

(1) The figures for Just Retirement Group have been extracted, without material adjustment, from Just Retirement's Annual Report & Accounts 2015.

(2) The figures for Partnership Assurance Group have been extracted, without material adjustment, from Partnership Assurance's Annual Report & Accounts 2014.

• (3) This column reflects the effect of the material differences between Partnership Assurance's accounting policies and the accounting policies applied by Just Retirement as set out in Part 10 ''Reconciliation of Partnership Assurance Group Financial Information on the Basis of Accounting Policies of the Just Retirement Group''.
• (4) An adjustment £20.0 million charge within ''Other operating expenses'' represents an estimate of the transaction costs incurred (inclusive of VAT).
• (5) An adjustment of £4.2 million credit within the line item ''Income tax'' represents a current tax credit on tax deductible transaction costs as described in Note 4 above, based on the average UK corporation tax rate of 20.75 per cent. for the year ended 30 June 2015.
• (6) As described in Note 6 to the unaudited pro forma statement of net assets, a fair valuation exercise will be undertaken on completion of the Proposed Merger. No account has been taken of the amortisation of any items subject to fair value acquisition accounting adjustment with a finite useful life, on the basis that the actual rate of amortisation will not be known until completion of the Proposed Merger.

In preparing the unaudited pro forma income statement no account has been taken of the trading activity of the Just Retirement Group since 30 June 2015 and of the Partnership Assurance Group since 31 December 2014. All of the adjustments described in Notes 2 and Note 6 of the unaudited pro forma income statement will have a continuing impact with the exception of the adjustments in relation to the estimated transaction costs, as described in Note 4 and Note 5 above.

SECTION B: UNAUDITED PRO FORMA STATEMENT OF NET ASSETS

All figures stated in £ millions

				Adjustments
	Just Retirement Group as at 30 June 2015	Partnership Assurance Group as at 30 June 2015	Adjustments to align accounting policies	Proposed Merger and Capital Raise adjustments	Pro forma
	(Note 1)	(Note 2)	(Note 4)	(Note 5 to 8)
Assets
Intangible assets (Note 3)	75.2	140.5	—	64.2	279.9
Equipment	0.7	10.7	—	—	11.4
Financial investments	8,494.7	4,840.1	—	—	13,334.8
Reinsurance assets	2,477.1	3,142.9	—	—	5,620.0
Deferred tax assets	4.2	0.9	—	—	5.1
Current tax assets	17.6	—	—	4.2	21.8
Prepayments and accrued income	86.2	3.8	—	—	90.0
Insurance and other receivables	34.1	30.7	30.7	—	95.5
Investment in JVs and associates	—	0.2	—	—	0.2
Cash and cash equivalents	58.8	245.9	—	150.0	454.7
Total assets	11,248.6	8,415.6	30.7	218.4	19,913.4
Total equity	814.0	604.3	—	198.4	1,616.7
Liabilities
Insurance liabilities	7,440.3	5,172.0	30.7	—	12,643.0
Investment contract liabilities	228.3	—	—	—	228.3
Loans and borrowings	46.9	102.5	—	—	149.4
Other financial liabilities	2,643.2	2,506.4	—	—	5,149.6
Deferred tax liabilities	32.9	1.2	—	—	34.1
Other provisions	1.5	—	—	20.0	21.5
Current tax liabilities .	0.1	4.6	—	—	4.7
Accruals and deferred income	18.7	—	—	—	18.7
Insurance and other payables	22.7	24.7	—	—	47.4
Total liabilities	10,434.6	7,811.3	30.7	20.0	18,296.7
Total equity and liabilities	11,248.6	8,415.6	30.7	218.4	19,913.4

(1) The figures for the Just Retirement Group have been extracted, without material adjustment, from Just Retirement's Annual Report & Accounts 2015.

(2) The figures for Partnership Assurance Group have been extracted, without material adjustment, from Partnership Assurance's Interim Results 2015.

(3) The Balance Sheet format for both Just Retirement and Partnership Assurance have been abridged. Intangible assets comprises goodwill and other intangible assets.

• (4) This column reflects the effect of the material differences between Partnership Assurance's accounting policies and the accounting policies applied by Just Retirement as set out in Part 10 ''Reconciliation of Partnership Assurance Group Financial Information on the Basis of Accounting Policies of the Just Retirement Group''.
• (5) Transaction costs of £20.0 million have been included in the adjustments in the table above. Provision for the costs is shown within the adjustment of £20.0 million for ''Other provisions'' line item. A related current tax asset of £4.2 million representing the tax credit on tax-deductible transaction costs incurred is shown within ''Current tax assets'' line item.
• (6) Under IFRS acquisition accounting it is necessary to fair value the consideration paid and all of the assets and liabilities of the acquired business. In the context of the Proposed Merger a significant part of that adjustment will be for fair valuation of the projected cash flows attaching to the Partnership Assurance Group's in-force life assurance contracts which will not be undertaken until completion of the Proposed Merger.

In the pro forma statement of net assets no adjustments have been made to the fair values of the individual net assets of the Partnership Assurance Group to reflect any remeasurement to fair value which may arise on the Proposed Merger as this exercise will not be undertaken until after the completion of the Proposed Merger.

Note 7 below shows the derivation of indicative goodwill and other intangible assets adjustment, which is based on the difference between the total consideration and Partnership Assurance Group's net assets.

(7) The goodwill and other intangible assets adjustment arising on the basis described in Note 6 above has been calculated as follows:

	£m
Total consideration	668.5
Less: Value of the Partnership Assurance Group net assets	(604.3)
Goodwill and other intangible assets	64.2

Based on the Closing Price of Just Retirement Shares of 199 pence on 10 August 2015 (being the last practicable date prior to the date of the Firm Offer Announcement) and the Exchange Ratio of 0.834 Partnership Assurance Shares for each New Just Retirement Shares, the Proposed Merger represents an indicative value of 166 pence per Partnership Assurance Share and values the entire issued and to be issued ordinary share capital of Partnership Assurance at approximately £668.5 million.

(8) Pursuant to the Capital Raise, (i) Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) or approximately £97.1 million (net of expenses) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares, and (ii) Partnership Assurance announced the Partnership Assurance Placing (which is underwritten) on 25 September 2015 for approximately £54.0 million (gross) or approximately £52.9 million (net of expenses) through the issue of Partnership Assurance Shares representing 9.99 per cent. of its current issued ordinary share capital.

In preparing the unaudited pro forma statement of net assets, no account has been taken of the trading activity of the Just Retirement Group since 30 June 2015 and of the Partnership Assurance Group since 30 June 2015.

SECTION C: ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA INCOME STATEMENT AND PRO FORMA STATEMENT OF NET ASSETS

The Directors and the Proposed Directors KPMG LLP Just Retirement Group plc 15 Canada Square Vale House Canary Wharf Roebuck Close London Bancroft Road E14 5GL Reigate, Surrey United Kingdom RH2 7RU

28 September 2015

Ladies and Gentlemen

Just Retirement Group plc

We report on the pro forma financial information (the 'pro forma financial information') set out in Section A and Section B of Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group'' of the prospectus dated 28 September 2015, which has been prepared on the basis described in the notes to the pro forma financial information, for illustrative purposes only, to provide information about how the acquisition of Partnership Assurance by Just Retirement might have affected the financial information presented on the basis of the accounting policies adopted by Just Retirement in preparing the financial statements for the period ended 30 June 2015. This report is required by paragraph 20.2 of Annex I of the Prospectus Directive Regulation and is given for the purpose of complying with those paragraphs and for no other purpose.

Responsibilities

It is the responsibility of the directors of Just Retirement to prepare the pro forma financial information in accordance with paragraph 20.2 of Annex I of the Prospectus Directive Regulation. The proposed directors of Just Retirement are also responsible for the pro forma financial information.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the prospectus.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the pro forma financial information with the directors of Just Retirement.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of Just Retirement.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

• the pro forma financial information has been properly compiled on the basis stated; and
• such basis is consistent with the accounting policies of Just Retirement.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG LLP

SECTION D: UNAUDITED PRO FORMA EEV BALANCE SHEET

Unaudited pro forma EEV balance sheet

All figures stated in £ millions

			Adjustments
	Just Retirement Group as at 30 June 2015	Partnership Assurance Group as at 30 June 2015	Proposed Merger and Capital Raise adjustments	Pro forma
	(Note 1)	(Note 2)	(Note 3 to 5)
EEV Balance Sheet	1,019.3	589.8	134.2	1,743.3

(1) The figures for the Just Retirement Group have been extracted, without material adjustment, from the EEV Supplementary Financial Statements contained within Just Retirement's Annual Report & Accounts 2015.

(2) The figures for the Partnership Assurance Group have been extracted, without material adjustment, from the MCEV Supplementary Information contained within Partnership Assurance's Interim Results 2015.

(3) This adjustment has been calculated as follows:

	£m
Proceeds raised from the Capital Raise, net of transaction costs, as set out in Note 4 below	150.0
Transaction costs relating to the Propose Merger, net of tax, as set out in Note 5 below	(15.8)
Total	134.2

• (4) Pursuant to the Capital Raise, (i) Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) or approximately £97.1 million (net of expenses) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares, and (ii) Partnership Assurance announced the Partnership Assurance Placing (which is underwritten) on 25 September 2015 for approximately £54.0 million (gross) or approximately £52.9 million (net of expenses) through the issue of Partnership Assurance Shares representing 9.99 per cent of its current issued ordinary share capital. The Capital Raise would increase total equity and therefore EEV.
• (5) The adjustment represents an estimate of £20.0 million of the transaction costs that will be incurred (inclusive of VAT) in relation to the Proposed Merger, less £4.2 million representing a current tax credit on tax deductible transaction costs based on the average UK corporation tax rate of 20.75 per cent. for the year ended 30 June 2015.

In preparing the unaudited pro forma statement of net assets, no account has been taken of the trading activity of the Just Retirement Group since 30 June 2015 and of Partnership Assurance Group since 30 June 2015.

SECTION E: ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA EEV BALANCE SHEET

The Directors and the Proposed Directors KPMG LLP Just Retirement Group plc 15 Canada Square Vale House Canary Wharf Roebuck Close London Bancroft Road E14 5GL Reigate, Surrey United Kingdom RH2 7RU

28 September 2015

Ladies and Gentlemen

Just Retirement Group plc

We report on the European Embedded Value (''EEV'') pro forma information (the ''EEV pro forma financial information'') set out in Section D of Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group'' of the prospectus dated 28 September 2015 (the ''Prospectus''), which has been prepared on the basis described in the notes to the EEV pro forma financial information, for illustrative purposes only, to provide information about how the acquisition of Partnership Assurance by Just Retirement might have affected the EEV supplementary financial information presented on the basis of the Just Retirement Group plc's accounting policy for European Embedded Value (''EEV Accounting Policy'') which follows the EEV Principles issued in May 2004 by the CFO Forum of European Insurance Companies and expanded by the Additional Guidance on EEV Disclosures issued in October 2005 'the EEV Principles'. This report is required by paragraph 7 of Annex II of the Prospectus Directive Regulation and is given for the purpose of complying with those paragraphs and for no other purpose.

Responsibilities

It is the responsibility of the directors of Just Retirement to prepare the EEV pro forma financial information in accordance with Annex II of the Prospectus Directive Regulation. The proposed directors of Just Retirement are also responsible for the EEV pro forma financial information.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the EEV pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the EEV pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with paragraph 23.1 of Annex I of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the EEV pro forma financial information with the directors of Just Retirement.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the EEV pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the EEV Accounting Policy.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

• the EEV pro forma financial information has been properly compiled on the basis stated; and
• such basis is consistent with the EEV Accounting Policy of Just Retirement.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the prospectus in compliance with paragraph 1.2 of Annex I of the Prospectus Directive Regulation.

Yours faithfully

KPMG LLP

PART 14 TERMS AND CONDITIONS OF THE OPEN OFFER

1. Introduction

Just Retirement announced the Placing and Open Offer (which is fully underwritten) on 25 September 2015 for approximately £101.0 million (gross) or approximately £97.1 million (net of expenses) through the issue of 63,525,672 Conditional Placed Shares and Open Offer Shares at £1.59 per Just Retirement Share. Pursuant to the Placing, a total of 55,488,343 Conditional Placed Shares have been conditionally placed at the Offer Price with institutional and other investors by the Underwriters subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer. Qualifying Shareholders are being offered the right to subscribe for 63,525,672 Open Offer Shares in accordance with the terms of the Open Offer.

The Offer Price was set having regard to the prevailing market conditions and the size of the Placing and Open Offer. The Offer Price represents a discount of approximately 9.9 per cent. to the middle market price of £1.765 per Just Retirement Share at 12.53 p.m. on 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus).

The Placing and Open Offer is being fully underwritten by the Underwriters on the terms and subject to the conditions of the Placing Agreement, the principal terms of which are summarised in paragraph 11.9 of Part 16 ''Additional Information''.

The Placing and Open Offer is expected to result in 63,525,672 Conditional Placed Shares and Open Offer Shares being issued (representing 12.7 per cent. of Just Retirement's share capital on the date hereof and, following the issue of the New Just Retirement Shares pursuant to the Placing and Open Offer and the Proposed Merger, approximately 6.8 per cent. of the Enlarged Share Capital).

In setting the Offer Price, the Directors have considered the price at which the Conditional Placed Shares and Open Offer Shares need to be offered to investors to ensure the success of the Placing and Open Offer and have held discussions with a number of key institutional investors who have agreed to subscribe for the Conditional Placed Shares and/or Open Offer Shares at that price. The level of discount reflects the need, due to the size of the Placing and the Open Offer relative to the existing market capitalisation of Just Retirement, to generate demand from both existing Just Retirement Shareholders and new investors. The Directors believe that both the Offer Price and the discount are appropriate. In structuring the Placing and the Open Offer, the Directors have had regard, inter alia, to the current market conditions, the level of the Company's share price and the importance of pre-emption rights to Just Retirement Shareholders. After considering these factors, the Directors have concluded that the Placing and the Open Offer is the most suitable option available to the Company and the Just Retirement Shareholders.

Qualifying Shareholders are being offered the right to subscribe for the Open Offer Shares to provide them with an opportunity to participate in the fundraising by subscribing for their respective Open Offer Entitlements. Qualifying Shareholders are being given the opportunity to subscribe for Open Offer Shares pro rata to their existing shareholdings at the Offer Price on the basis of:

0.126832 Open Offer Shares for every 1 Existing Just Retirement Share

held by Qualifying Shareholders and registered in their name at 6.00 p.m. on the Record Date, subject to the terms and conditions of the Open Offer set out in this Part 14 ''Terms and Conditions of the Open Offer'' and, in the case of Qualifying non-CREST Shareholders, the Application Form.

The Placing and Open Offer are conditional, inter alia, upon:

• (i) Admission of the Conditional Placed Shares and Open Offer Shares issued pursuant to the Placing and Open Offer becoming effective by not later than 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree in writing, being not later than 8.00 a.m. on 30 October 2015); and
• (ii) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms. A summary of the principal terms of the Placing Agreement is set out in paragraph 11.9 of Part 16 ''Additional Information'' of this Prospectus.

Accordingly, if any such conditions are not satisfied or, if applicable, waived, the Placing and Open Offer will not proceed and application monies in relation to the Open Offer will be returned to applicants (without interest) as soon as possible thereafter.

A Qualifying non-CREST Shareholder who has sold or transferred all or part of his holding of Existing Just Retirement Shares prior to 28 September 2015, being the date upon which the Existing Just Retirement Shares were marked ''ex'' the entitlement to the Open Offer by the London Stock Exchange, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty pursuant to the rules of the London Stock Exchange.

A summary of the arrangements relating to the Open Offer is set out below. This Prospectus and, for Qualifying non-CREST Shareholders only, the accompanying Application Form contain the formal terms and conditions of the Open Offer.

2. The Open Offer

Subject to the terms and conditions set out below and, in the case of Qualifying non-CREST Shareholders, in the Application Form, the Company hereby invites Qualifying Shareholders to apply for Open Offer Shares at the Offer Price, payable in full on application, free of all expenses, up to a maximum of their pro-rata entitlement, which shall be calculated on the basis of:

0.126832 Open Offer Shares for every 1 Existing Just Retirement Share

held by them and registered in their names at 6.00 p.m. on the Record Date and so in proportion for any other number of Existing Just Retirement Shares then held. Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be aggregated and sold for the benefit of the Company. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer is 63,525,672.

Holdings of Existing Just Retirement Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating Qualifying Shareholders' entitlements under the Open Offer, as will holdings under different designations and in different accounts.

Qualifying Shareholders may apply for any whole number of Open Offer Shares up to and including their maximum entitlement which, in the case of Qualifying non-CREST Shareholders, is equal to the number of Open Offer Entitlements as shown on their Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of Open Offer Entitlements standing to the credit of their stock account in CREST. No application in excess of a Qualifying Shareholder's maximum entitlement will be accepted and any Qualifying Shareholder so applying will be deemed to have applied only for his maximum entitlement, provided that the application is valid and complete in all other respects. Any monies paid in excess of such entitlement will be returned to the applicant (at the applicant's risk) without interest within 14 days by way of cheque or CREST payment, as appropriate.

If a Qualifying Shareholder does not take up any of his Open Offer Entitlements, his shareholding will be diluted by up to 11.3 per cent. by virtue of the issue of Conditional Placed Shares and Open Offer Shares. If a Qualifying Shareholder takes up his full Open Offer Entitlements, his shareholding will be diluted by 0.0 per cent. by virtue of the issue of Conditional Placed Shares pursuant to the Placing.

The action to be taken in relation to the Open Offer depends on whether, at the time at which application and payment is made, a Qualifying Shareholder has an Application Form in respect of his Open Offer Entitlements or has Open Offer Entitlements credited to his stock account in CREST in respect of such entitlement:

• (a) a Qualifying Shareholder who has received an Application Form with this Prospectus should refer to paragraph 4(a) and paragraphs 5 to 10 of this Part 14 ''Terms and Conditions of the Open Offer''; and
• (b) a Qualifying Shareholder who holds his Existing Just Retirement Shares in CREST and has received a credit of Open Offer Entitlements to his CREST stock account should refer to paragraph 4(b) and paragraphs 5 to 10 of this Part 14 ''Terms and Conditions of the Open Offer'' and also to the CREST Manual for further information on the CREST procedures referred to below.

Qualifying Shareholders should be aware that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, and Qualifying Shareholders who do not apply to take up Open Offer Shares will have no rights, and will not receive any benefit, under the Open Offer. Instead, any Open Offer Shares not taken up by Qualifying Shareholders will be taken up by the Underwriters in accordance with their obligations under, and subject to the terms and conditions of, the Placing Agreement, with the net proceeds retained for the benefit of the Company.

It is a term of the Open Offer that all Open Offer Shares validly taken up by subscribers under the Open Offer may be allotted to such subscribers in the event that not all of the Open Offer Shares offered for subscription under the Open Offer are validly taken up.

Before making any decision to acquire Open Offer Shares, a Qualifying Shareholder should read and carefully consider all the information in this Prospectus, including, in particular, the important information set out in Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'' of this Prospectus, as well as this paragraph 2 of this Part 14 ''Terms and Conditions of the Open Offer'' and the risk factors set out on pages 27 to 54 (inclusive) of this Prospectus. Just Retirement Shareholders who do not participate in the Open Offer will experience dilution of their shareholdings. The material terms of the Placing and Open Offer are contained in this Prospectus.

The Existing Just Retirement Shares are listed on the premium segment of the Official List and traded on the London Stock Exchange's main market for listed securities. Application has been made to the FCA and to the London Stock Exchange for the Conditional Placed Shares and Open Offer Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively. It is expected that Admission of the Conditional Placed Shares and Open Offer Shares will become effective on 16 October 2015 and that dealings for normal settlement in the Conditional Placed Shares and Open Offer Shares will commence at 8.00 a.m. on the same day. The Conditional Placed Shares and Open Offer Shares and the Existing Just Retirement Shares are in registered form and can be held in certificated and uncertificated form.

The Existing Just Retirement Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the Conditional Placed Shares and Open Offer Shares; all such shares, when issued and fully paid, may be held and transferred by means of CREST.

Application has been made for the Open Offer Entitlements to be admitted to CREST. The conditions for such admission having already been met and the Open Offer Entitlements are expected to be admitted to CREST with effect from 8 a.m. on 29 September 2015.

The Conditional Placed Shares and Open Offer Shares will, when issued and fully paid, be identical to and rank in full for all dividends or other distributions declared, made or paid after Admission of the Conditional Placed Shares and Open Offer Shares and in all other respects will rank pari passu with the Existing Just Retirement Shares in issue. No temporary documents of title will be issued. Further details of the rights attaching to the Conditional Placed Shares and Open Offer Shares are set out in paragraph 3 of Part 16 ''Additional Information'' of this Prospectus.

The ISIN for the Open Offer Entitlements will be GB00BYMKH047.

If, for any reason, it becomes necessary to adjust the expected timetable as set out in this Prospectus, the Company will make an appropriate announcement to an RIS giving details of the revised dates.

3. Conditions of the Placing and Open Offer

The Placing and Open Offer is conditional, inter alia, upon:

• (a) Admission of the Conditional Placed Shares and Open Offer Shares becoming effective by not later than 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree in writing, being not later than 8.00 a.m. on 30 October 2015); and
• (b) the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms.

It is expected that all these conditions will be satisfied or, if applicable, waived, by 8.00 a.m. on 16 October 2015, that Admission of the Conditional Placed Shares and Open Offer Shares will become effective at 8.00 a.m. on 16 October 2015, and that dealings in the Conditional Placed Shares and Open Offer Shares

will commence at 8.00 a.m. on 16 October 2015. Definitive certificates in respect of Conditional Placed Shares and Open Offer Shares will be prepared and are expected to be posted to those allottees who have validly elected to hold their shares in certificated form within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares. In respect of those allottees who have validly elected to hold their shares in uncertificated form, the Conditional Placed Shares and Open Offer Shares are expected to be credited to their accounts maintained in the CREST system as soon as practicable after 8.00 a.m. on 16 October 2015.

Further details of the Placing Agreement are set out in paragraph 11.9 of Part 16 ''Additional Information'' of this Prospectus. If the Placing Agreement is not declared or does not become unconditional in all respects by 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree, being not later than 8.00 a.m. on 30 October 2015), or the Placing Agreement is terminated in accordance with its terms, the Placing and the Open Offer will be revoked and will not proceed. In such event, no Conditional Placed Shares and Open Offer Shares will be issued pursuant to the Placing and the Open Offer, and all monies received by the Receiving Agent in connection with the Open Offer will be returned to applicants without interest and at their risk as soon as practicable and any Open Offer Entitlements admitted to CREST will thereafter be disabled.

No temporary documents of title will be issued in respect of the Conditional Placed Shares and Open Offer Shares held in uncertificated form. Definitive certificates in respect of the Open Offer Shares taken up under the Open Offer are expected to be posted to those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in certificated form within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares. In respect of those Qualifying Shareholders who have validly elected to hold their Open Offer Shares in uncertificated form, the Open Offer Shares are expected to be credited to their stock accounts maintained in CREST as soon as practicable after 8.00 a.m. on 16 October 2015.

4. Procedure for application and payment

The action to be taken by Qualifying Shareholders in respect of the Open Offer depends on whether, at the relevant time, the Qualifying Shareholder is a Qualifying non-CREST Shareholder who has an Application Form in respect of his entitlement under the Open Offer or, in the case of a Qualifying CREST Shareholder, if he has Open Offer Entitlements credited to his CREST stock account in respect of such entitlement.

Subject to the provisions of paragraph 9 of this Part 14 ''Terms and Conditions of the Open Offer'', Qualifying Shareholders who hold their Existing Just Retirement Shares in certificated form will be allotted New Just Retirement Shares in certificated form to the extent that their entitlement to the Open Offer Shares arises as a result of holding Existing Just Retirement Shares in certificated form. Qualifying Shareholders who hold their Existing Just Retirement Shares in uncertificated form will be allotted Open Offer Shares in uncertificated form to the extent that their entitlement to the Open Offer Shares arises as a result of holding Existing Just Retirement Shares in uncertificated from. However, it will be possible to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal is set out in paragraph 4(b)(v) of this Part 14 ''Terms and Conditions of the Open Offer''.

CREST-sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open Offer in respect of their Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.

If a Qualifying Shareholder does not wish to apply to acquire Open Offer Shares to be issued pursuant to the Placing and Open Offer, he should not complete or return the Application Form or submit a USE instruction (as applicable).

(a) If a Qualifying Shareholder has an Application Form in respect of his Open Offer Entitlements

(i) General

Subject as provided in paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' in relation to certain Overseas Shareholders, Qualifying non-CREST Shareholders will have received an Application Form enclosed with this Prospectus. The Application Form shows the number of Existing Just Retirement Shares registered in the name of the corresponding Qualifying Shareholder at 6.00 p.m. on the Record Date. It also shows the maximum number of Open Offer Shares for which such Qualifying Shareholder is entitled to apply under the Open Offer on the basis set out in paragraph 2 of this Part 14 ''Terms and Conditions of the Open Offer'', as shown by the total number of Open Offer Entitlements allocated therein. Fractions of Open Offer Shares will not be allocated to Qualifying Shareholders and entitlements to apply for Open Offer Shares will be rounded down to the nearest whole number of Open Offer Shares. The fractional entitlements will be sold for the benefit of the Company. The aggregate number of Open Offer Shares available for subscription pursuant to the Open Offer is 63,525,672. A Qualifying Shareholder may apply for less, but not more, than his maximum entitlement should he wish to do so. A Qualifying Shareholder may also hold such an Application Form by virtue of a bona fide market claim.

The instructions and other terms set out in the Application Form form part of the terms of the Open Offer.

Subject to certain exceptions, the Application Form has not been, and will not be, sent to Overseas Shareholders in, or with registered addresses in, the United States or any of the Excluded Territories and brokers, banks and other agents may not send an Application Form to, or submit Application Forms on behalf of, Overseas Shareholders in, or with addresses in any of these countries or a person (including, without limitation, stockbrokers, banks or other agents) who has a contractual or other legal obligation to forward this Prospectus into a jurisdiction other than the United Kingdom.

(ii) Market claims

Applications to acquire Open Offer Shares may only be made on the Application Form and may only be made by the Qualifying non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Just Retirement Shares through the market prior to the date upon which the Existing Just Retirement Shares were marked ''ex'' the entitlement to the Open Offer by the London Stock Exchange, being 28 September 2015. Application Forms may be split up to 3.00 p.m. on 9 October 2015. The Application Form is not a negotiable document and cannot be separately traded. A Qualifying non-CREST Shareholder who has sold or transferred all or part of his holding of Existing Just Retirement Shares prior to 28 September 2015, being the date upon which the Existing Just Retirement Shares were marked ''ex'' the entitlement to the Open Offer by the London Stock Exchange, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire Open Offer Shares under the Open Offer may be a benefit which may be claimed by the transferee from his counterparty pursuant to the rules of the London Stock Exchange. Qualifying non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box I on the Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Application Form should not, however, be forwarded to or transmitted in or into the United States or any of the Excluded Territories.

If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedures set out in paragraph 4(b) of this Part 14 ''Terms and Conditions of the Open Offer''.

(iii) Application procedures

If a Qualifying non-CREST Shareholder wishes to apply for all or some of his Open Offer Entitlements, he should complete and sign the Application Form in accordance with the instructions printed on it and send it, together with the appropriate remittance and in accordance with the instructions in this paragraph 4 of this Part 14 ''Terms and Conditions of the Open Offer'' by post or by hand (during normal business hours only) to the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom so as to be received no later than 11.00 a.m. on 13 October 2015. A reply-paid envelope is enclosed for use by Qualifying non-CREST Shareholders in connection with the Open Offer.

Qualifying non-CREST Shareholders should note that the Receiving Agent cannot provide financial advice on the merits of the Proposed Merger, the Placing, the Open Offer or as to whether or not a Qualifying non-CREST Shareholder should take up his Open Offer Entitlements. If any Application Form is sent by first-class post within the United Kingdom, Qualifying non-CREST Shareholders are

recommended to allow at least four Business Days for delivery. Multiple applications will not be accepted.

(iv) Payments

All payments must be in pounds sterling and cheques or banker's drafts should be made payable to ''Equiniti Limited re: Just Retirement Group plc Open Offer'' and crossed ''A/C payee only''. Cheques or banker's drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies. Such cheques or banker's drafts must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application.

Cheques must be drawn on the personal account of the individual investor where they have sole or joint title to the funds. Third-party cheques may not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the Application Form.

Cheques or banker's drafts will be presented for payment upon receipt. Post-dated cheques will not be accepted. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity. No interest will be allowed on payments made before they are due and any interest earned on such payments will accrue for the benefit of the Company. It is a term of the Open Offer that cheques shall be honoured on first presentation, and the Company may elect, in its absolute discretion, to treat as invalid acceptances in respect of which cheques are not so honoured.

Application monies will be paid into a separate bank account pending the Open Offer becoming unconditional. In the event that it does not become unconditional by 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree, being not later than 8.00 a.m. on 30 October 2015), the Placing and Open Offer will lapse and application monies will be returned by post to applicants, at the applicants' risk and without interest, to the address set out on the Application Form, within 14 days thereafter. Any interest earned on monies held in the separate bank account will be retained for the benefit of the Company.

(v) Effect of application

All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk. By completing and delivering an Application Form, the applicant:

• (A) represents and warrants that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any such person on a non-discretionary basis;
• (B) agrees that all applications, and contracts resulting therefrom, under the Open Offer shall be governed by, and construed in accordance with, the laws of England and Wales;
• (C) confirms that in making the application he is not relying on any information or representation in relation to the Just Retirement Group other than that contained in this Prospectus, and he accordingly agrees that no person responsible solely or jointly for this Prospectus or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this Prospectus, he will be deemed to have had notice of all information contained in this Prospectus (including information incorporated by reference);

• (D) represents and warrants that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlement or, if he has received any Open Offer Entitlements from a person other than the Company, he is entitled to apply under the Open Offer in relation to such Open Offer Entitlements by virtue of a bona fide market claim;

• (E) requests that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this Prospectus and the Application Form and subject to the Articles;

• (F) represents and warrants that he is not a person, and is not applying on behalf of any such person, who by virtue of being resident in or a citizen of any country outside the United Kingdom, or a corporation, partnership or other entity created or organised outside the United Kingdom is prevented by the law of any relevant jurisdiction from lawfully applying for the Open Offer;
• (G) subject to certain exceptions, represents and warrants that, (i) he is not located in the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer or to use the Application Form in any manner in which he has used or will use it; (ii) he is not acting for the account or benefit of a person located in the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer and was not acting for the account or benefit of such a person at the time the instruction to apply for the Open Offer was given; and (iii) he is not acquiring the Open Offer with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such Open Offer Shares into the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer, in each case, except where proof satisfactory to the Company has been provided that he is entitled to take up his entitlement without any breach of applicable law; and
• (H) represents and warrants that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in Section 93 (depositary receipts) or Section 96 (clearance services) of the Finance Act 1986.

Further representations and warranties are included in the Application Form.

If a Qualifying non-CREST Shareholder is in doubt as to whether or not he should apply for any of the Open Offer Shares, he should consult his independent financial adviser immediately. All enquiries in relation to the procedure for application for Qualifying non-CREST Shareholders under the Open Offer should be addressed to the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, or by telephone on 0871 384 2487 or +44 (0)121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Receiving Agent cannot provide advice on the merits of the Proposed Merger, the Open Offer, the Placing or give any financial, legal or tax advice.

If a Qualifying non-CREST Shareholder does not wish to apply for any of the Open Offer Shares to which he is entitled under the Open Offer, he should not complete or return the Application Form.

• (b) If a Qualifying Shareholder has Open Offer Entitlements credited to his stock account in CREST in respect of his entitlement under the Open Offer
• (i) General

Subject as provided in paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlements equal to the maximum number of Open Offer Shares for which he is entitled to apply to acquire under the Open Offer.

The CREST stock account to be credited will be an account under the Participant ID and Member Account ID that apply to the Existing Just Retirement Shares held on the Record Date by the Qualifying CREST Shareholder in respect of which the Open Offer Entitlements have been allocated.

If, for any reason, the Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited by, 5.00 p.m. on 29 September 2015 or such later time as the Company may decide, an Application Form will be sent out to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this Prospectus will be adjusted as appropriate and the provisions of this Prospectus applicable to

Qualifying non-CREST Shareholders with Application Forms will apply to Qualifying CREST Shareholders who receive Application Forms.

CREST members who wish to apply for some or all of their entitlements to Open Offer Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. Should a Qualifying CREST Shareholder need advice with regard to these procedures, he should contact the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or by telephone on 0871 384 2487 or +44 (0)121 415 0897 (if calling from outside the UK). Calls to the 0871 384 2487 number are charged at 10 pence per minute plus your phone company's access charge. Lines are open from between 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Receiving Agent cannot provide advice on the merits of the Proposed Merger, the Placing or the Open Offer or give any financial, legal or tax advice. If a Qualifying CREST Shareholder is a CREST-sponsored member he should consult his CREST sponsor if he wishes to apply for Open Offer Shares as only that CREST sponsor will be able to take the necessary action to make this application in CREST.

(ii) Market claims

The Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as ''cum'' the Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be transferred accordingly.

(iii) USE instructions

CREST members who wish to apply for Open Offer Shares in respect of all or some of their Open Offer Entitlements in CREST must send (or, if they are a CREST-sponsored member, procure that their CREST sponsor sends) an Unmatched Stock Event (''USE'') instruction to Euroclear which, on its settlement, will have the following effect:

• (A) the crediting of a stock account of the Receiving Agent under the Participant ID and Member Account ID specified below, with a number of Open Offer Entitlements corresponding to the number of Open Offer Shares applied for; and
• (B) the creation of a CREST payment, in accordance with the CREST payment arrangements, in favour of the payment bank of the Receiving Agent in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number of Open Offer Shares referred to in sub-paragraph (A) above.
• (iv) Content of USE instructions

The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

• (A) the number of Open Offer Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to the Receiving Agent);
• (B) the ISIN of the Open Offer Entitlements. This is GB00BYMKH047;
• (C) the Member Account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;
• (D) the Participant ID of the accepting CREST Member;

• (E) the Participant ID of the Receiving Agent in its capacity as a CREST receiving agent. This is 2RA06;

• (F) the Member Account ID of the Receiving Agent in its capacity as a CREST receiving agent. This is RA212501;

• (G) the amount payable by means of a CREST payment on settlement of the USE instruction. This must be the full amount payable on application for the number of Open Offer Shares referred to in sub-paragraph (A) above;
• (H) the intended settlement date. This must be on or before 11.00 a.m. on 13 October 2015; and
• (I) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 13 October 2015.

In order to assist prompt settlement of the USE instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction:

• (1) a contact name and telephone number (in the free-format shared note field); and
• (2) a priority of at least 80.

CREST members and, in the case of CREST-sponsored members, their CREST sponsors should note that the last time at which a USE instruction may settle on 13 October 2015 in order to be valid is 11.00 a.m. on that day.

In the event that the Placing and Open Offer does not become unconditional by 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree, being not later than 8.00 a.m. on 30 October 2015), the Placing and Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, within 14 days thereafter. Any interest earned on such monies will be retained for the benefit of the Company.

(v) Deposit of Open Offer Entitlements into, and withdrawal from, CREST

A Qualifying non-CREST Shareholder's Open Offer Entitlements as shown by the number of Open Offer Entitlements set out in his Application Form may be deposited into CREST (either into the account of the Qualifying Shareholder named in the Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Application Form.

A holder of an Application Form who is proposing to deposit the Open Offer Entitlements set out in such form is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 13 October 2015.

In particular, having regard to normal processing times in CREST and on the part of the Receiving Agent, the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 8 October 2015, and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 7 October 2015, in either case, so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 11.00 a.m. on 13 October 2015.

Delivery of an Application Form with the CREST Deposit Form duly completed, whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person, shall constitute a representation and warranty to the Company and the Receiving Agent by the relevant CREST member(s) that, subject to certain exceptions, (A) he is not a citizen of, or resident in, the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer Shares; (B) he is not acting for the account or benefit of a person who is a citizen of or resident in or otherwise located within the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer Shares and was not acting for the account or benefit of such a person at the time the instruction to apply for the Open Offer Shares was given; and (C) he is not acquiring the Open Offer Shares with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such Open Offer Shares into the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer Shares, in each case, except where proof satisfactory to the Company has been provided that he is entitled to take up his entitlement without breach of applicable law; and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.

(vi) Validity of application

A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 13 October 2015 will constitute a valid application under the Open Offer.

(vii) CREST procedures and timings

CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST-sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 13 October 2015. In this connection, CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(viii) Incorrect or incomplete applications

If a USE instruction includes a CREST payment for an incorrect sum, the Company through the Receiving Agent reserves the right:

• (A) to reject the application in full and refund the payment to the CREST member in question (without interest);
• (B) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of Open Offer Shares as would be able to be applied for with that payment at the Offer Price, refunding any unutilised sum to the CREST member in question (without interest); or
• (C) in the case that an excess sum is paid, to treat the application as a valid application for all the Open Offer Shares referred to in the USE instruction, refunding any unutilised sum to the CREST member in question (without interest).

(ix) Effect of valid application

A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:

(A) represents and warrants that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for Open Offer Shares or acting on behalf of any person on a non-discretionary basis;

• (B) agrees to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to the Receiving Agent's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);
• (C) requests that the Open Offer Shares to which he will become entitled be issued to him on the terms set out in this Prospectus and subject to the Articles;
• (D) agrees that all applications and contracts resulting therefrom under the Open Offer shall be governed by, and construed in accordance with, the laws of England and Wales;
• (E) represents and warrants that he is not a person, and is not applying on behalf of any such person, who by virtue of being resident in or a citizen of any country outside the United Kingdom, or a corporation, partnership or other entity created or organised outside the United Kingdom is prevented by the law of any relevant jurisdiction from lawfully applying for the Open Offer Shares;
• (F) represents and warrants that, subject to certain exceptions, (1) he is not located in the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer Shares; (2) he is not acting for the account or benefit of a person located within the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer Shares and he was not acting for the account or benefit of such a person at the time the instruction to apply for the Open Offer Shares was given; and (3) he is not acquiring the Open Offer Shares with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of any such Open Offer Shares into the United States or any of the Excluded Territories or any other territory in which it is unlawful to make or accept an offer to apply for the Open Offer Shares, in each case, except where proof satisfactory to the Company has been provided that he is entitled to take up his entitlement without breach of applicable law;
• (G) represents and warrants that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (Depository receipts) or section 96 (Clearance services) of the Finance Act 1986;
• (H) confirms that, in making such application, he is not relying on any information or representation in relation to the Company other than that contained in this Prospectus and he accordingly agrees that no person responsible solely or jointly for this Prospectus or any part thereof or involved in the preparation thereof shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this Prospectus, he will be deemed to have had notice of all the information contained in this Prospectus (including information incorporated by reference); and
• (I) represents and warrants that he is the Qualifying Shareholder originally entitled to the Open Offer Entitlements or that he has received such Open Offer Entitlements by virtue of a bona fide market claim.
• (x) The Company's discretion as to rejection and validity of applications

The Company may, in its sole discretion:

• (A) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in this Part 14 ''Terms and Conditions of the Open Offer'';
• (B) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE instruction and subject to such further terms and conditions as the Company may determine;
• (C) treat a properly authenticated dematerialised instruction (in this sub-paragraph, the ''first instruction'') as not constituting a valid application if, at the time at which the Receiving Agent receives a properly authenticated dematerialised instruction giving details of the first instruction

or thereafter, either the Company or the Receiving Agent has received actual notice from Euroclear of any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and

(D) accept an alternative instruction or notification from a CREST member or CREST-sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST-sponsored member or (where applicable) CREST sponsor, the CREST member or CREST-sponsored member is unable validly to apply for the Open Offer Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by the Receiving Agent in connection with CREST.

5. Money Laundering Regulations

(a) Holders of Application Forms

It is a term of the Open Offer that, to ensure compliance with the Money Laundering Regulations 2007 (as amended and supplemented), the Receiving Agent may require, in its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment (which requirements are referred to below as the ''verification of identity requirements'').

The person(s) (the ''applicant'') who, by lodging an Application Form with payment, and in accordance with the other terms as described above, accept(s) the Open Offer in respect of the Open Offer Shares (the ''relevant shares'') comprised in such Application Form shall thereby be deemed to agree to provide the Receiving Agent with such information and other evidence as it may require to satisfy the verification of identity requirements.

The Receiving Agent may therefore undertake electronic searches for the purposes of verifying identity. To do so, the Receiving Agent may verify the details against the applicant's identity, but may also request further proof of identity.

If the Receiving Agent determines that the verification of identity requirements apply to any applicant or application, the relevant shares (notwithstanding any other term of the Open Offer) will not be issued to the applicant unless and until the verification of identity requirements have been satisfied in respect of that application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any applicant or application and whether such requirements have been satisfied, and neither the Receiving Agent nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable period of time and in any event by not later than 11.00 a.m. on 13 October 2015, following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, terminate the contract of allotment in which event the monies payable on acceptance of the Open Offer will be returned at the applicant's risk and without interest to the account of the bank from which such monies were originally debited (without prejudice to the right of the Company to take proceedings to recover the amount by which the net proceeds of sale of the relevant Open Offer Shares fall short of the amount payable thereon).

Submission of an Application Form with the appropriate remittance will constitute a warranty from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

The verification of identity requirements will not usually apply:

(i) if the applicant is an organisation required to comply with the Money Laundering Directive (the Council Directive on the prevention of the use of the financial system for the purpose of money laundering (no. 91/308/EEQ); or

• (ii) if the applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
• (iii) if the applicant (not being an applicant who delivers his application in person) makes payment by way of a cheque drawn on an account in the name of such applicant; or
• (iv) if the aggregate subscription price for the relevant shares is less than the sterling equivalent of A15,000.

In other cases, the verification of identity requirements may apply. The following guidance is provided in order to assist in satisfying the verification of identity requirements and to reduce the likelihood of difficulties or delays and potential rejection of an application (but does not limit the right of the Receiving Agent to require verification of identity as stated above). Satisfaction of the verification of identity requirements may be facilitated in the following ways:

• (A) if payment is made by building society cheque (not being a cheque drawn on an account of the applicant) or banker's draft, by the building society or bank inserting details of the full name of the building society or bank account holder and adding the building society or bank branch stamp. The account name should be the same as that shown on the Application Form; or
• (B) if the Application Form is lodged with payment by an agent which is an organisation of the kind referred to above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the current non-European Union members of which are Argentina, Australia, Brazil, Canada, Hong Kong, Iceland, India, Japan, Mexico, New Zealand, Norway, People's Republic of China, Republic of Korea, Russian Federation, Singapore, South Africa, Switzerland, Turkey, the United States of America and, by virtue of their membership of the Gulf Co-operation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide written confirmation that it has that status with the Application Form and written assurance that it has obtained and recorded evidence of the identity of the persons for whom it acts and that it will, on demand, make such evidence available to the Receiving Agent or the relevant authority. In order to confirm the acceptability of any written assurance referred to in this sub-paragraph (B) or any other case, the applicant should contact the Receiving Agent; or
• (C) if (an) Application Form(s) is/are in respect of relevant shares with an aggregate subscription price of the sterling equivalent of A15,000 or more and is/are lodged by hand by the applicant in person, he should ensure that he has with him evidence of identity bearing his photograph (for example, his passport) and evidence of his address.

Third-party cheques will not be accepted with the exception of building society cheques or banker's drafts where the building society or bank has inserted details of the full name of the building society or bank account holder and has added the building society or bank branch stamp. The account name should be the same as that shown on the Application Form.

If a Qualifying Shareholder delivers an Application Form by hand, he should ensure that he has with him evidence of identity bearing his photograph (for example, a passport). If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 13 October 2015, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Receiving Agent may, at its discretion, as agent of the Company, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to receive monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

(b) Open Offer Entitlements in CREST

If a Qualifying Shareholder holds his Open Offer Entitlements in CREST and applies for Open Offer Shares in respect of all or some of his Open Offer Entitlements as agent for one or more persons and he is not a UK or EU regulated person or institution (for example, a UK financial institution), irrespective of the value of the application, the Receiving Agent is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf the application is being made. Such Qualifying Shareholder must therefore contact the Receiving Agent before sending any USE instruction or other instruction so that appropriate measures may be taken.

Submission of a USE instruction which, on its settlement, constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent may, in its absolute discretion, take, or omit to take, such action as it may determine to prevent or delay issue of the Open Offer Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the Open Offer Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

6. Overseas Shareholders

(a) General

The making of the Open Offer to Overseas Shareholders may be affected by the laws or regulatory requirements of the relevant jurisdiction. Overseas Shareholders who are in any doubt in this respect should consult their professional advisers without delay.

While Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are resident in, or citizens of, countries other than the United Kingdom are entitled to participate in the Open Offer, the ability of those persons to take up their allocations may be affected by the laws of the relevant jurisdiction. Those persons should consult their professional advisers as to all legal, regulatory or other formalities required to enable them to take up their allocations, including whether they require any governmental or other consents or need to observe any other formalities in such territory including paying any issue, transfer or other taxes. The comments set out in this paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' are intended as a general guide only and any Overseas Shareholder should seek professional advice without delay.

No action has been or will be taken by the Company or any other person to permit a public offering or distribution of this Prospectus or the Application Form in any jurisdiction where action for that purpose may be required, other than in the UK.

No person receiving a copy of this Prospectus and/or an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form or credit of Open Offer Entitlements to a stock account in CREST, unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Application Form or credit of Open Offer Entitlements to a stock account in CREST could lawfully be used without contravention of any legislation or other local regulatory requirements. Receipt of this Prospectus and/or an Application Form or the crediting of Open Offer Entitlements to a stock account in CREST does not constitute an invitation or offer to Overseas Shareholders in the territories in which it would be unlawful to make an invitation or offer and, in such circumstances, this Prospectus and/or any Application Forms are sent for information only. It is the responsibility of any Qualifying Shareholder receiving a copy of this Prospectus and/or an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST outside the United Kingdom and wishing to make an application for any Open Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such other territory.

Due to restrictions under the securities laws of the Excluded Territories and certain commercial considerations, Application Forms will not be sent to, and Open Offer Entitlements will not be credited to stock accounts in CREST of, Just Retirement Shareholders in Excluded Territories or their agents or intermediaries, except where the Company is satisfied, at its sole and absolute discretion, that such action would not result in the contravention of any registration or other legal requirement in the relevant jurisdiction.

Persons (including, without limitation, stockbrokers, banks and other agents) receiving an Application Form and/or receiving a credit of Open Offer Entitlements to a stock account in CREST should not, in connection with the Open Offer, distribute or send the Application Form or transfer the Open Offer Entitlements into any jurisdiction where to do so would or might contravene local securities laws or regulations.

If an Application Form or a credit of Open Offer Entitlements to a stock account in CREST is received by any person in any such jurisdiction or by the stockbrokers, banks and other agents or nominees of such person, he must not seek to take up the Open Offer Shares except pursuant to an express agreement with the Company. Any person who does forward an Application Form or transfer the Open Offer Entitlements into any such jurisdiction, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this paragraph 6(a) of this Part 14 ''Terms and Conditions of the Open Offer''. The Company reserves the right to reject an Application Form or transfer of Open Offer Entitlements from or in favour of Just Retirement Shareholders in any such jurisdiction or persons who are acquiring Open Offer Shares for resale in any such jurisdiction.

The Company reserves the right, in its absolute discretion, to treat as invalid any application for Open Offer Shares, and the Company will not be bound to allot or issue any Open Offer Shares in respect of any acceptance or purported acceptance of the offer of Open Offer Shares, if it appears to the Company or its agents that such application or acceptance thereof may involve a breach of the laws or regulations of any jurisdiction or if in respect of such application the Company has not been given the relevant warranty concerning overseas jurisdictions set out in the Application Form or in this Prospectus, as appropriate. All payments under the Open Offer must be made in pounds sterling.

The Company is not making any representation to any offeree or purchaser of Open Offer Shares regarding the legality of an investment in the Open Offer Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

(b) United States and other Excluded Territories

(i) United States

Subject to certain limited exceptions, the Open Offer is not being made, and the Open Offer Shares are not being offered, sold, delivered or distributed, directly or indirectly, into the United States. The Open Offer Shares have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state of the United States and, subject to certain limited exceptions, may not be offered, sold, resold, taken up, delivered or distributed, directly or indirectly, within the United States.

Outside the United States, the Open Offer Shares may not be offered, taken up, delivered or transferred, except in an ''offshore transaction'' (as defined in Rule 902(h) under the U.S. Securities Act) in accordance with Rule 903 or Rule 904 of Regulation S. This Prospectus does not constitute or form part of any offer to sell, or any solicitation of any offer to purchase or subscribe for, any securities in the United States.

The Company reserves the right to treat as invalid any Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of Open Offer Shares or where the Company believes acceptance of such Application Form may infringe applicable legal or regulatory requirements. In addition, except as set out below, any person exercising Open Offer Entitlements must make the representations and warranties set out in paragraph 4 of this Part 14 ''Terms and Conditions of the Open Offer'', as appropriate. Accordingly, except as set out below, the Company reserves the right to treat as invalid (i) any Application Form which does not make the representations and warranties set out in paragraph 4 of this Part 14 ''Terms and Conditions of the Open Offer''; and (ii) any USE Instruction which does not make the representations and warranties set out in paragraph 4 of this Part 14 ''Terms and Conditions of the Open Offer''. The attention of persons holding for the account of persons located in the United States is directed to such paragraphs. In addition, the Company reserves the right to reject any USE instruction sent by or on behalf of any CREST member with a registered address in the United States or which appears to the Company to have been despatched from the United States or any other Excluded Territory, in a manner which may involve a breach of the laws of any jurisdiction or they or their agents believe may violate any applicable legal or regulatory requirement, or which does not make the representations and warranties set out in paragraph 4 of this Part 14 ''Terms and Conditions of the Open Offer''.

Each person to which the Open Offer Shares are distributed, offered or sold outside the United States will be deemed by its subscription for, or purchase of, the Open Offer Shares to have represented and agreed, on its behalf and on behalf of any investor accounts for which it is subscribing or purchasing the Open Offer Shares, as the case may be, that:

• (A) it is acquiring the Open Offer Shares from the Company in an ''offshore transaction'' within the meaning of Regulation S; and
• (B) the Open Offer Shares have not been offered to it by the Company by means of any ''directed selling efforts'' within the meaning of Regulation S.

Each subscriber or purchaser acknowledges that the Company will rely upon the truth and accuracy of the foregoing representations and agreements, and agrees that, if any of the representations and agreements deemed to have been made by such subscriber or purchaser by its subscription for, or purchase of, the Open Offer Shares, as the case may be, are no longer accurate, it shall promptly notify the Company. If such subscriber or purchaser is subscribing for, or purchasing, the Open Offer Shares as a fiduciary or agent for one or more investor accounts, each subscriber or purchaser represents that it has sole investment discretion with respect to each such account and full power to make the foregoing representations and agreements on behalf of each such account.

Any person in the United States into whose possession this Prospectus comes should disregard this Prospectus.

Each subscriber or purchaser acknowledges that it will not resell the Open Offer Shares absent registration or an available exemption or safe harbour from the registration requirements of the U.S. Securities Act.

(ii) Other Excluded Territories

Due to the restrictions under the securities laws of the Excluded Territories, Just Retirement Shareholders who have registered addresses in or who are resident or ordinarily resident in, or citizens of, any Excluded Territories will not qualify to participate in the Open Offer and will not be sent an Application Form and no Open Offer Entitlements will be credited to their CREST stock accounts.

The Open Offer Shares have not been and will not be registered under the relevant laws of any of the Excluded Territories or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any of the Excluded Territories or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Excluded Territories except pursuant to an applicable exemption.

(c) Representations and warranties relating to Overseas Shareholders

(i) Qualifying Non-CREST Shareholders

Any person completing and returning an Application Form or requesting registration of the Open Offer Shares comprised therein represents and warrants to the Company and the Receiving Agent that, except where proof has been provided to the Company's satisfaction that such person's use of the Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (A) such person is not requesting registration of the relevant Open Offer Shares from within any Excluded Territory; (B) such person is not in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares or to use the Application Form in any manner in which such person has used or will use it; (C) such person is not acting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (B) above at the time the instruction to accept was given; and (D) such person is not acquiring Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories. The Company and/or the Receiving Agent may treat as invalid any acceptance or purported acceptance of the allotment of Open Offer Shares comprised in an Application Form if it: (I) appears to the Company or its agents to have been executed, effected or dispatched from an Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; (II) provides an address in an Excluded Territory for delivery of the share certificates of Open Offer Shares (or any other jurisdiction outside the UK in which it would be unlawful to deliver such share certificates); or (III) purports to exclude the representation and warranty required by this sub-paragraph (i).

(ii) Qualifying CREST Shareholders

A CREST member or CREST-sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 14 ''Terms and Conditions of the Open Offer'' represents and warrants to the Company that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (A) neither it nor its client is within any Excluded Territory; (B) neither it nor its client is in any territory in which it is unlawful to make or accept an offer to acquire Open Offer Shares; (C) it is not accepting on a non-discretionary basis for a person located within any Excluded Territory or any territory referred to in (B) above at the time the instruction to accept was given; and (D) neither it nor its client is acquiring any Open Offer Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such Open Offer Shares into any of the above territories. A CREST member or CREST-sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 14 ''Terms and Conditions of the Open Offer'' also represents and warrants that it is making an application for Open Offer Shares for its own long-term investment and will not sell, dispose of or transfer the Open Offer Shares allocated to it as part of the Open Offer within a period of six months from the date of allotment of such Open Offer Shares.

(d) Waiver

The provisions of this paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Just Retirement Shareholders or on a general basis by the Company, in its absolute discretion. Subject to this, the provisions of this paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' to Just Retirement Shareholders shall include references to the person or persons executing an Application Form and, in the event of more than one person executing an Application Form, the provisions of this paragraph 6 of this Part 14 ''Terms and Conditions of the Open Offer'' shall apply to them jointly and to each of them.

7. Withdrawal rights

Qualifying Shareholders wishing to exercise statutory withdrawal rights under Section 87Q(4) of FSMA after publication by the Company of a prospectus supplementing this Prospectus must do so by lodging a written notice of withdrawal which must include the full name and address of the person wishing to exercise statutory withdrawal rights and, if such person is a CREST member, the Participant ID and the Member Account ID of such CREST member, with the Receiving Agent, Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, so as to be received by no later than two business days after the date on which the supplementary prospectus is published, withdrawal being effective as at posting of the written notice of withdrawal. Notice of withdrawal given by any other means or which is deposited with or received by the Receiving Agent after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant Qualifying Shareholder of its subscription in full and the allotment of Open Offer Shares to such Qualifying Shareholder becoming unconditional, save to the extent required by statute. In such event, Just Retirement Shareholders are advised to seek independent legal advice.

8. Taxation

Information regarding United Kingdom taxation in respect of the Conditional Placed Shares and Open Offer Shares to be issued pursuant to the Placing and Open Offer and the Open Offer is set out in Part 15 ''UK Taxation'' of this Prospectus. If a Qualifying Shareholder is in any doubt about his tax position or is subject to tax in a jurisdiction other than the United Kingdom, he should consult his professional advisers without delay.

9. Listing, settlement, dealings and publication

Applications will be made to the FCA for the Conditional Placed Shares and Open Offer Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for them to be admitted to trading on its main market for listed securities, subject to the fulfilment of the conditions of the Open Offer. Subject to the Placing and Open Offer becoming unconditional in all respects (save only as to Admission of the Conditional Placed Shares and Open Offer Shares), it is expected that Admission of the Conditional Placed Shares and Open Offer Shares to the premium segment of the Official List and to trading on the London Stock Exchange will become effective and that dealings therein for normal settlement will commence at 8.00 a.m. on 16 October 2015.

Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 13 October 2015 (the latest date for applications under the Open Offer). If the conditions to the Open Offer described above are satisfied, the Open Offer Shares will be issued in uncertificated form to those persons who submitted a valid application for Open Offer Shares by utilising the CREST application procedures and whose applications have been accepted by the Company on the day on which such conditions are satisfied (expected to be 16 October 2015). On this day, the Receiving Agent will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlement to the Open Offer Shares with effect from Admission of the Conditional Placed Shares and Open Offer Shares (expected to be 16 October 2015). The stock accounts to be credited will be the accounts under the same Participant Ids and Member Account Ids in respect of which the USE instruction was given.

Notwithstanding any other provision of this Prospectus, the Company reserves the right to send Qualifying CREST Shareholders an Application Form instead of crediting the relevant stock account with Open Offer Entitlements, and to allot and/or issue any Open Offer Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST), or on the part of the facilities and/or systems operated by the Receiving Agent in connection with CREST.

For Qualifying non-CREST Shareholders who have applied by using an Application Form, definitive share certificates in respect of the Open Offer Shares validly applied for are expected to be despatched by post within five Business Days of Admission of the Conditional Placed Shares and the Open Offer Shares. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers of the Open Offer Shares by Qualifying non-CREST Shareholders will be certified against the share register. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying non-CREST Shareholders are referred to the Application Form.

Qualifying CREST Shareholders should note that they will be sent no confirmation of the credit of the Open Offer Shares to their CREST stock account or any other written communication by the Company in respect of the issue of the Open Offer Shares.

The completion and results of the Placing and Open Offer will be announced and made public through an announcement on an RIS as soon as possible after the results are known on 14 October 2015.

10. Times and dates

The Company shall be entitled to amend the dates on which Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this Prospectus and in such circumstances shall notify the FCA, and make an announcement on an RIS and, if appropriate, to Just Retirement Shareholders, but Qualifying Shareholders may not receive any further written communication.

If a supplementary prospectus is published by the Company two or fewer business days prior to the latest time and date for acceptance and payment in full under the Open Offer specified in this Prospectus, the latest date for acceptance under the Open Offer shall be extended to the date that is at least three business days after the date of publication of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

11. Governing law and jurisdiction

The terms and conditions of the Open Offer as set out in this Prospectus, the Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, the laws of England and Wales. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Placing and Open Offer, this Prospectus or the Application Form including, without limitation, disputes relating to any non-contractual obligations arising out of or in connection with the Open Offer, this Prospectus or the Application Form. By taking up Open Offer Shares in accordance with the instructions set out in this Prospectus and, where applicable, the Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England

and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

12. Other information

The attention of Qualifying Shareholders is drawn to Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'' of this Prospectus and to the further information set out in the risk factors set out on pages 27 to 54 (inclusive) and Part 16 ''Additional Information'' of this Prospectus and also, where relevant, to the terms, conditions and other information printed on the accompanying Application Form.

PART 15 UK TAXATION

The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding or disposing of Just Retirement Shares. They are based on current UK legislation and what is understood to be the current practice of HM Revenue & Customs (''HMRC'') as at the date of this Prospectus, both of which may change, possibly with retroactive effect.

These statements apply only to Just Retirement Shareholders who are resident (and, in the case of individuals, domiciled) for tax purposes in (and only in) the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Just Retirement Shares as an investment (other than under an individual savings account) and who are the absolute beneficial owner of both the Just Retirement Shares and any dividends paid on them. The tax position of certain categories of Just Retirement Shareholders who are subject to special rules (such as persons acquiring their Just Retirement Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes or those who hold 10 per cent. or more of the Just Retirement Shares) is not considered.

The statements in paragraphs 3 and 4 of this Part 15 ''UK Taxation'' apply to any holders of Just Retirement Shares irrespective of their residence, summarise the current position and are intended as a general guide only.

Just Retirement Shareholders or prospective investors who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the UK are strongly recommended to consult their own professional advisers.

1. TAXATION OF DIVIDENDS

The Company is not required to withhold UK tax when paying a dividend. The amount of any liability to UK tax on dividends paid by the Company will depend upon the individual circumstances of a Just Retirement Shareholder.

As at the date of this Prospectus, an individual Just Retirement Shareholder who is resident for tax purposes in the UK and who receives a dividend from the Company will generally be entitled to a tax credit equal to one-ninth of the amount of the dividend received, which is equivalent to 10 per cent. of the aggregate of the dividend received and the tax credit (the ''gross dividend''), and will be subject to UK income tax on the gross dividend. An individual UK resident Just Retirement Shareholder who is subject to income tax on the gross dividend at the dividend ordinary rate only will be liable to tax on the gross dividend at the rate of 10 per cent., so that the tax credit will satisfy the income tax liability of such a Just Retirement Shareholder in full. A Just Retirement Shareholder who is subject to income tax on the gross dividend at the dividend upper rate or the dividend additional rate will be liable to income tax on the gross dividend at the rate of 32.5 per cent. or 37.5 per cent., respectively, to the extent that such sum, when ordered as required for the calculation of that Just Retirement Shareholder's income tax liability, falls above the threshold for higher rate or additional rate income tax. After taking into account the 10 per cent. tax credit, a higher rate taxpayer will therefore be liable to additional income tax of 22.5 per cent. of the gross dividend, equal to 25 per cent. of the cash dividend and an additional rate taxpayer will therefore be liable to additional income tax of 27.5 per cent. of the gross dividend, equal to approximately 30.6 per cent. of the cash dividend. Where the tax credit exceeds the Just Retirement Shareholder's tax liability the Just Retirement Shareholder cannot claim repayment of the tax credit from HMRC.

Dividends paid by the Company to Just Retirement Shareholders who are subject to UK corporation tax should fall within one or more of the classes of dividend qualifying for exemption from corporation tax, although the exemptions are not comprehensive and are also subject to anti-avoidance rules. Just Retirement Shareholders within the charge to corporation tax should consult their own professional advisers.

UK resident Just Retirement Shareholders who are not liable to UK tax on dividends, including pension funds and charities, are not entitled to claim payment of the tax credit.

Just Retirement Shareholders who are not resident in the UK for UK tax purposes will not be liable to UK income or corporation tax on dividends paid on the Just Retirement Shares unless they are carrying on a trade, profession or vocation in the UK and the dividends are either a receipt of that trade or, in the case of corporation tax, the Just Retirement Shares are held by or for a UK permanent establishment through which the trade is carried on.

Just Retirement Shareholders who are resident outside the UK for tax purposes will not generally be able to claim payment of any part of the tax credit attaching to dividends received from the Company, although this will depend on the existence and terms of any double taxation convention between the UK and the country in which such Just Retirement Shareholder is resident. A Just Retirement Shareholder resident outside the UK may also be subject to taxation on dividend income under local law. A Shareholder who is resident outside the UK for tax purposes should consult his own tax adviser concerning his tax position on dividends received from the Company.

On 8 July 2015, the UK Government announced that, with effect from April 2016, it will replace the dividend tax credit with an annual tax-free dividend allowance of £5,000 and amend the rates of tax on dividend income. Dividend income in excess of the dividend allowance will be taxed at 7.5 per cent. for an individual UK resident Just Retirement Shareholder who is subject to income tax at the basic rate, 32.5 per cent. for an individual UK resident Just Retirement Shareholder who is subject to income tax at the higher rate and 38.1 per cent. for an individual UK resident Just Retirement Shareholder who is subject to income tax at the additional rate. The UK Government also announced that there will be a consultation in Autumn 2015 on the taxation of company distributions generally, so it is possible that further changes will be made to the rules.

2. CHARGEABLE GAINS

2.1 Consideration Shares

Just Retirement Shareholders should refer to the Scheme Document which will contain a summary of the consequences of acquiring Consideration Shares.

2.2 Open Offer Shares

As a matter of UK tax law, the acquisition of Open Offer Shares may not, strictly speaking, constitute a reorganisation of share capital for the purposes of UK taxation of chargeable gains. The published practice of HMRC to date has been to treat any subscription of shares by an existing shareholder which is equal to or less than the shareholder's minimum entitlement pursuant to the terms of an open offer as a reorganisation, but it is not certain that HMRC will apply this practice in circumstances where an open offer is not made to all shareholders, as is the case here. HMRC's treatment of the Open Offer cannot therefore be guaranteed and specific confirmation has not been requested in relation to the Open Offer.

To the extent that the acquisition of Open Offer Shares is regarded as a reorganisation of the share capital of the Company for the purposes of UK taxation of chargeable gains, the Open Offer Shares issued to a Just Retirement Shareholder will be treated as the same asset as, and having been acquired at the same time as, the Just Retirement Shareholder's existing holding of Just Retirement Shares. The amount of subscription monies paid for the Open Offer Shares acquired under the Open Offer will be added to the base cost of the Just Retirement Shareholder's existing holding of Just Retirement Shares.

If, or to the extent that, the acquisition of Open Offer Shares is not regarded as a reorganisation, the Open Offer Shares acquired by each Just Retirement Shareholder under the Open Offer will then ordinarily, for the purposes of UK taxation of chargeable gains, be treated as having been acquired as part of a separate acquisition of Just Retirement Shares and the price paid for those Open Offer Shares will constitute their base cost.

2.3 Conditional Placed Shares

The issue of Conditional Placed Shares will not constitute a reorganisation of the Company's share capital for the purposes of UK taxation of chargeable gains and, accordingly, any Conditional Placed Shares will be treated as a separate acquisition from any existing holding of Just Retirement Shares.

2.4 Subsequent disposals of Just Retirement Shares

A disposal or deemed disposal of Just Retirement Shares by a Just Retirement Shareholder who is (at any time in the relevant UK tax year) resident in the UK for tax purposes may, depending upon the Just Retirement Shareholder's circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals and indexation for corporate shareholders), give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of capital gains.

Just Retirement Shareholders who are not resident in the UK for UK tax purposes will not generally be subject to UK taxation of capital gains on the disposal or deemed disposal of Just Retirement Shares unless they are carrying on a trade, profession or vocation in the UK through a branch or agency (or, in the case of a corporate Just Retirement Shareholder, a permanent establishment) in connection with which the Just Retirement Shares are used, held or acquired.

An individual Just Retirement Shareholder who has ceased to be resident for tax purposes in the UK (or has become treated as resident outside the UK for the purposes of a double tax treaty (''Treaty non-resident'')) for a period of five years or less (or, in respect of departures before 6 April 2013, ceased to be resident or ordinarily resident or became Treaty non-resident for a period of less than five complete years of assessment) and who disposes of all or part of his Just Retirement Shares during that period may be liable to UK capital gains tax on any gain on his return to the UK, subject to any available exemptions or reliefs.

3. STAMP DUTY AND STAMP DUTY RESERVE TAX (''SDRT'')

3.1 The issue of New Just Retirement Shares in connection with the Proposed Merger, the Open Offer and the Placing

Subject to paragraph 3.4 of this Part 15 ''UK Taxation'', the issue of New Just Retirement Shares in connection with the Proposed Merger, the Open Offer and the Placing will not generally give rise to stamp duty or SDRT.

3.2 Subsequent Transfers

Stamp duty at the rate of 0.5 per cent. (rounded up to the next multiple of £5) of the amount or value of the consideration given is generally payable on an instrument transferring Just Retirement Shares. An exemption from stamp duty is available on an instrument transferring Just Retirement Shares where the amount or value of the consideration is £1,000 or less, and it is certificated on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. Alternatively, a charge to SDRT will arise on an unconditional agreement to transfer Just Retirement Shares (at the rate of 0.5 per cent. of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional an instrument of transfer is executed pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT already paid will be refunded (generally, but not necessarily, with interest) provided that a claim for repayment is made, and any outstanding liability to SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee.

3.3 Just Retirement Shares held through CREST

Paperless transfers of Just Retirement Shares within CREST are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration. CREST is obliged to collect SDRT on relevant transactions settled within the system. The charge is generally borne by the purchaser or transferee. Under the CREST system, no stamp duty or SDRT will arise on a transfer of Just Retirement Shares into the system unless such a transfer is made for a consideration in money or money's worth, in which case a liability to SDRT (usually at a rate of 0.5 per cent.) will arise.

3.4 Just Retirement Shares held through Clearance Systems or Depositary Receipt Arrangements

Under current UK law, where Just Retirement Shares are issued or transferred (a) to, or to a nominee for, a person whose business is or includes the provision of clearance services or (b) to, or to a nominee or agent for, a person whose business is or includes issuing depositary receipts, stamp duty or SDRT will be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration payable or, in certain circumstances, the value of the Just Retirement Shares (rounded up to the next multiple of £5 in the case of stamp duty). This liability for stamp duty or SDRT will strictly be accountable by the depositary or clearance service operator or their nominee, as the case may be, but will, in practice, generally be reimbursed by participants in the clearance service or depositary receipt system. Clearance services may opt, provided certain conditions are satisfied, for the normal rate of stamp duty or SDRT (0.5 per cent. of the amount or value of consideration given) to apply to issues or transfers of Just Retirement Shares into, and to transactions within, such clearance services instead of the higher rate of 1.5 per cent. generally applying to an issue or transfer of Just Retirement Shares into the clearance service and instead of the exemption from SDRT on transfers of Just Retirement Shares while in the service.

However, following litigation HMRC have confirmed that they will no longer seek to apply the 1.5 per cent. SDRT charge on an issue of shares or securities to a clearance service or depositary receipt system anywhere in the world (or on a transfer of shares or securities to such entities where the transfer is an integral part of an issue of share capital) on the basis that the charge is not compatible with EU law. HMRC's view is that the 1.5 per cent. SDRT or UK stamp duty charge will continue to apply to a transfer of shares or securities to a clearance service or depositary receipt system where the transfer is not an integral part of an issue of share capital. Accordingly specific professional advice should be sought before paying the 1.5 per cent. charge.

Special rules apply to agreements made by, among others, intermediaries.

4. INHERITANCE TAX

The Just Retirement Shares will be assets situated in the UK for the purposes of UK inheritance tax. A gift or settlement of such assets by, or on the death of, an individual holder of such assets may (subject to certain exemptions and reliefs) give rise to a liability to UK inheritance tax regardless of their domicile status and tax residence status. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rules apply to gifts where the donor reserves or retains some benefit.

A charge to inheritance tax may arise in certain circumstances where Just Retirement Shares are held by UK or offshore close companies and by UK or offshore trustees of settlements. Shareholders who are either close companies or trustees of settlements should consult an appropriate tax adviser as to any inheritance tax implications.

PART 16 ADDITIONAL INFORMATION

1. Responsibility

The Company, the Directors and the Proposed Directors, whose names and principal functions are set out in Part 6 ''Directors, Proposed Directors, Senior Management and Corporate Governance'', accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company, the Directors and the Proposed Directors (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Incorporation

• 2.1 The Company was incorporated and registered in England and Wales on 13 June 2013 as a public company limited by shares under the Companies Act 2006, as amended (the ''Companies Act'') with the name Just Retirement Group plc and with the registered number 8568957.
• 2.2 The Company's registered office and principal place of business is at Vale House, Roebuck Close, Bancroft Road, Reigate, Surrey RH2 7RU and its telephone number is 01737 827 301.
• 2.3 The principal laws and legislation under which the Company operates and the ordinary shares have been created, and under which the New Just Retirement Shares to be issued pursuant to the Placing and Open Offer and the Proposed Merger will be created, are the Companies Act and regulations made thereunder.
• 2.4 The auditors of the Company were KPMG Audit Plc between 1 July 2011 and 6 October 2014. Due to internal legal restructuring, KPMG Audit Plc notified the Company that they were not seeking reappointment as the Company's auditors as they gradually wound down the business of that registered firm. By an ordinary resolution of the Company, KPMG LLP, an intermediate parent of KPMG Audit Plc, was appointed in the annual general meeting of the Company to be the auditors of the Company for the financial year ended 30 June 2015. KPMG LLP is registered to carry out audit work by the Institute of Chartered Accountants in England and Wales and its registered address is at 15 Canada Square, London E14 5GL.

3. Share capital

3.1 Share capital summary

(a) On incorporation, the issued share capital of the Company was made up as follows:

		Issued
Class of Just Retirement Shares	Number		Amount	Fully Paid
Just Retirement Shares	20		£2	Fully paid
Preference shares	49,998	£	49,998	Fully paid

(b) On 15 November 2013, being the date of the completion of the IPO of the Company, the Company issued 500,831,050 Just Retirement Shares for a total amount of £50,083,105, after which the issued share capital of the Company was made up as follows:

		Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	500,831,070	£50,083,107	Fully paid
Preference shares	49,998	£49,998	Fully paid

(c) Following a reduction of capital on 24 June 2014, the issued share capital of the Company was reduced by the cancellation of all of the issued preference shares of £1 each and was made up as follows:

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	500,831,070	£50,083,107	Fully paid

(d) On 29 October 2014, the Company issued 409 Just Retirement Shares, after which the issued share capital of the Company was made up as follows:

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	500,831,479	£50,083,147.9	Fully paid

(e) Between 15 December 2014 and 10 April 2015, the Company issued 30,004 Just Retirement Shares, after which the issued share capital of the Company was made up as follows:

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	500,861,483	£50,086,148.3	Fully paid

(f) On 11 June 2015, the Company issued 3,223 Just Retirement Shares, after which the issued share capital of the Company was made up as follows:

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	500,864,706	£50,086,470.6	Fully paid

(g) As at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), the issued share capital of the Company is made up as follows:

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	500,864,706	£50,086,470.6	Fully paid

(h) Immediately following Admission of the New Just Retirement Shares to be issued pursuant to the Placing and Open Offer, the issued and fully paid share capital of the Company will be made up as follows(1):

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	564,390,378	£56,439,037.8	Fully paid

(i) Immediately following Admission of the Consideration Shares to be issued pursuant to the Proposed Merger, the issued and fully paid share capital of JRP Group plc will be made up as follows(2):

	Issued
Class of Just Retirement Shares	Number	Amount	Fully Paid
Just Retirement Shares	935,894,925	£93,589,492.5	Fully paid

• (j) The Just Retirement Shares are in registered form and capable of being held in uncertificated form. The ISIN for the Just Retirement Shares is GB00BCRX1J15 and the SEDOL number for the Just Retirement Shares is BCRX1J1. No temporary documents of title will be issued. It is expected that definitive share certificates will be posted to those Partnership Assurance Shareholders who have requested the issue of Consideration Shares in certificated form within 14 days of the Effective Date.
• (k) The Company does not have in issue any securities not representing share capital and there are no outstanding debentures, convertible securities, exchangeable securities or securities with warrants issued or proposed to be issued by the Company.
• (l) As at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), the Company held 0 treasury shares.

⁽¹⁾ Based on the assumptions that 63,525,672 Conditional Placed Shares and Open Offer Shares are issued in connection with the Placing and Open Offer and that no other issues of Just Retirement Shares occur between the date of this Prospectus and Admission of the New Just Retirement Shares to be issued pursuant to the Placing and Open Offer.

⁽²⁾ Based on the assumptions that 63,525,672 Conditional Placed Shares and Open Offer Shares are issued in connection with the Placing and Open Offer, 371,504,547 Consideration Shares are issued in connection with the Proposed Merger and that no other issues of Just Retirement Shares occur between the date of this Prospectus and Admission of the Consideration Shares.

3.2 Existing Just Retirement Shareholder authorities

• (a) Pursuant to the Companies Act, with effect from 1 October 2009, the concept of authorised share capital was abolished and accordingly there is no limit on the maximum amount of shares that may be allotted by the Company.
• (b) Pursuant to an ordinary resolution of the Company dated 25 November 2014, the Directors are generally and unconditionally authorised, in substitution for all subsisting authorities, pursuant to section 551 of the Companies Act, to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:
• (i) up to an aggregate nominal amount of £16,694,333; and
• (ii) comprising equity securities up to an aggregate nominal amount of £33,388,666 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue:
  • (A) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
  • (B) to people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may in connection with such a rights issue impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company or at the close of business on 31 December 2015 (whichever is earlier); and

• (iii) make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of such authority.
• (c) Pursuant to a special resolution of the Company dated 25 November 2014, the Directors are generally empowered, pursuant to sections 570 and 573 of the Companies Act, to allot equity securities (as defined in the Companies Act) in the Company for cash pursuant to the authority conferred by the resolution in paragraph (b) above (or by way of a sale of treasury shares) as if section 561 of the Companies Act did not apply to such allotment. This power:
• (i) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company or at the close of business on 31 December 2015 (whichever is earlier), but the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry, and the Directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired;
• (ii) shall be limited to:
  • (A) the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under sub-paragraph (b)(ii) above, by way of a rights issue only):
  • (1) to the ordinary shareholders in proportion (or as nearly may be) to their existing holding; and
  • (2) to people who hold other equity securities, if this is required by the rights of those securities, or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

• (B) the allotment of equity securities for cash (otherwise than pursuant to sub-paragraph (i) above) up to an aggregate nominal amount of £2,504,000.
• (d) Pursuant to a special resolution of the Company dated 25 November 2014, the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act) of the Just Retirement Shares subject to the following conditions:
• (i) the maximum aggregate number of Just Retirement Shares authorised to be purchased is 50,083,000;
• (ii) the minimum price (exclusive of expenses) which may be paid for each Just Retirement Share is 10 pence;
• (iii) the maximum price (exclusive of expenses) which may be paid for each Just Retirement Share is the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for the Just Retirement Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Just Retirement Share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of a Just Retirement Share and the highest current independent bid for a Just Retirement Share as derived from the London Stock Exchange Trading System;
• (iv) the authority shall expire at the end of the annual general meeting of the Company or, at the close of business on 31 December 2015 (whichever is earlier); and
• (v) a contract to purchase shares under such authority may be made before the expiry of such authority and concluded in whole or in part after the expiry of such authority.

3.3 Just Retirement Shareholder authorities to be proposed at the Just Retirement General Meeting

The allotment of the Consideration Shares to be issued in connection with the Proposed Merger will require new authority from Just Retirement Shareholders. An ordinary resolution (the ''Allotment Resolution'') will be proposed at the Just Retirement General Meeting to seek such authority. The Proposed Merger is conditional upon, inter alia, the passing of the Allotment Resolution by Just Retirement Shareholders. It is expected that the Circular, containing, among other things, notice for the Just Retirement General Meeting and the full text of the Allotment Resolution, will be posted to Just Retirement Shareholders in October 2015, at the same time as the Scheme Document is posted to Partnership Assurance Shareholders, with the Just Retirement General meeting being held on or around the same date as the Partnership Assurance Meetings.

4. Articles of Association

4.1 The Articles, which were adopted pursuant to a special resolution of the Company passed on 11 November 2013, contain, among other things, provisions to the following effect:

Share rights

4.2 Subject to the provisions of the Companies Act, and without prejudice to any rights attached to any Existing Just Retirement Shares or class of shares: (i) any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine or, subject to and in default of such determination, as the Just Retirement Board shall determine; and (ii) shares may be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the holder and the Just Retirement Board may determine the terms, conditions and manner of redemption of such shares provided that it does so prior to the allotment of those shares.

Voting rights

• 4.3 Subject to any rights or restrictions attached to any shares, on a show of hands every member who is present in person or by proxy shall have one vote and on a poll every member present in person or by proxy shall have one vote for every share of which he is the holder.
• 4.4 No member shall be entitled to vote at any general meeting, or at any separate meeting of the holders of any class of shares in the capital of the Company, either in person or by proxy, in respect of a share unless all moneys presently payable by him in respect of that share have been paid.

4.5 If at any time the Just Retirement Board is satisfied that any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under section 793 of the Companies Act and is in default for the prescribed period in supplying to the Company the information thereby required, or, in purported compliance with such a notice, has made a statement which is false or inadequate in a material particular, then the Just Retirement Board may, in its absolute discretion at any time thereafter by notice to such member direct that, in respect of the shares in relation to which the default occurred, the member shall not be entitled to attend or vote either personally or by proxy at a general meeting or at a separate meeting of the holders of that class of shares or on a poll.

Dividends and other distributions

• 4.6 Subject to the provisions of the Companies Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend (other than a Preference Dividend, as defined in the Articles) shall exceed the amount recommended by the Just Retirement Board. Except as otherwise provided by the rights and restrictions attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid, but no amount paid on a share in advance of the date on which a call is payable shall be treated for these purposes as paid on the share.
• 4.7 Subject to the provisions of the Companies Act, the Just Retirement Board may pay interim dividends if it appears to the Just Retirement Board that they are justified by the profits of the Company available for distribution.
• 4.8 If the share capital is divided into different classes, the Just Retirement Board may (i) pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear, and (ii) pay, at intervals determined by it, any dividend payable at a fixed rate if it appears to the Just Retirement Board that the profits available for distribution justify the payment. If the Just Retirement Board acts in good faith it shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
• 4.9 No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.
• 4.10 The Just Retirement Board may, if authorised by an ordinary resolution of the Company, offer any holder of shares the right to elect to receive shares, credited as fully paid, by way of scrip dividend instead of cash in respect of the whole (or some part, to be determined by the Just Retirement Board) of all or any dividend.
• 4.11 Any dividend which has remained unclaimed for 12 years from the date when it became due for payment shall, if the Just Retirement Board so resolves, be forfeited and cease to remain owing by the Company.
• 4.12 A general meeting declaring a dividend may, on the recommendation of the Just Retirement Board, by ordinary resolution direct that it shall be satisfied wholly or partly by the distribution of assets, including without limitation paid up shares or debentures of another body corporate. The Just Retirement Board may make any arrangements it thinks fit to settle any difficulty arising in connection with the distribution, including without limitation (i) the fixing of the value for distribution of any assets, (ii) the payment of cash to any member on the basis of that value in order to adjust the rights of members, and (iii) the vesting of any asset in a trustee.
• 4.13 Except as provided by the rights and restrictions attached to any class of shares, the holders of the Company's shares will under general law be entitled to participate in any surplus assets in a winding up in proportion to their shareholdings. A liquidator may, with the sanction of a special resolution and any other sanction required by the Insolvency Act 1986, divide among the members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the members or different classes of members.

Variation of rights

4.14 Subject to the provisions of the Companies Act, if at any time the capital of the Company is divided into different classes of shares, the rights attached to any class of shares may (unless otherwise provided by the terms of allotment of the shares of that class) be varied or abrogated either with the written consent of the holders of three-quarters in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class.

Lien and forfeiture

• 4.15 The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys payable to the Company (whether presently or not) in respect of that share. The Company's lien on a share shall extend to any amount (including, without limitation, dividends) payable in respect of it. The Company may sell, in such manner as the Just Retirement Board determines, any share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within 14 clear days after notice has been sent to the holder of the share demanding payment and stating that if the notice is not complied with the share may be sold.
• 4.16 The Just Retirement Board may from time to time make calls on the members in respect of any moneys unpaid on their shares. Each member shall (subject to receiving at least 14 clear days' notice) pay to the Company the amount called on his shares. If a call or any instalment of a call remains unpaid in whole or in part after it has become due and payable, the Just Retirement Board may give the person from whom it is due not less than 14 clear days' notice requiring payment of the amount unpaid together with any interest which may have accrued and any costs, charges and expenses incurred by the Company by reason of such non payment. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. If that notice is not complied with, any share in respect of which it was sent may, at any time before the payment required by the notice has been made, be forfeited by a resolution of the Just Retirement Board. The forfeiture shall include all dividends or other moneys payable in respect of the forfeited share which have not been paid before the forfeiture.

Transfer of shares

• 4.17 A member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Just Retirement Board may approve. An instrument of transfer shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. An instrument of transfer need not be under seal.
• 4.18 The Just Retirement Board may, in its absolute discretion, refuse to register the transfer of a certificated share which is not a fully paid share, provided that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis. The Just Retirement Board may also refuse to register the transfer of a certificated share unless the instrument of transfer:
• (a) is lodged, duly stamped (if stampable), at the office or at another place appointed by the Just Retirement Board accompanied by the certificate for the share to which it relates and such other evidence as the Just Retirement Board may reasonably require to show the right of the transferor to make the transfer;
• (b) is in respect of one class of share only; and
• (c) is in favour of not more than four transferees.
• 4.19 If the Just Retirement Board refuses to register a transfer of a share in certificated form, it shall send the transferee notice of its refusal within two months after the date on which the instrument of transfer was lodged with the Company.
• 4.20 No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to a share.
• 4.21 Subject to the provisions of the Uncertificated Securities Regulations 2001, as amended, the Just Retirement Board may permit the holding of shares in any class of shares in uncertificated form and the transfer of title to shares in that class by means of a relevant system and may determine that any class of shares shall cease to be a participating security.

Alteration of share capital

4.22 Subject to the Companies Act, the Company may by ordinary resolution increase, consolidate, divide or sub-divide its share capital.

Purchase of own shares

4.23 Subject to the Companies Act and without prejudice to any relevant special rights attached to any class of shares, the Company may purchase any of its own shares of any class in any way and at any price (whether at par or above or below par).

General meetings

4.24 The Just Retirement Board shall convene and the Company shall hold general meetings as annual general meetings in accordance with the requirements of the Companies Act. The Just Retirement Board may call general meetings whenever and at such times and places as it shall determine. On the requisition of members pursuant to the Companies Act, the Just Retirement Board shall promptly convene a general meeting in accordance with the Companies Act.

Just Retirement Directors

Appointment of Just Retirement Directors

4.25 Unless otherwise determined by ordinary resolution, the number of Just Retirement Directors shall be not less than two but shall not be subject to any maximum in number. Just Retirement Directors may be appointed by ordinary resolution of Just Retirement Shareholders or by the Just Retirement Board.

No share qualification

4.26 A Just Retirement Director shall not be required to hold any shares in the capital of the Company by way of qualification.

Annual retirement of Just Retirement Directors

• 4.27 At every annual general meeting held after the first annual general meeting after the date of adoption of the Articles, all Just Retirement Directors at the date of notice of annual general meeting shall retire from office.
• 4.28 If the Company does not fill the vacancy at the meeting at which a Just Retirement Director retires, the retiring Just Retirement Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of that Just Retirement Director is put to the meeting and lost.

Remuneration of Just Retirement Directors

• 4.29 The emoluments of any Just Retirement Director holding executive office for his services as such shall be determined by the Just Retirement Board, and may be of any description.
• 4.30 The ordinary remuneration of the Just Retirement Directors who do not hold executive office for their services (excluding amounts payable under any other provision of the Articles) shall not exceed in aggregate £1 million per annum or such higher amount as the Company may from time to time by ordinary resolution determine. Subject thereto, each such Just Retirement Director shall be paid a fee for their service (which shall be deemed to accrue from day to day) at such rate as may from time to time be determined by the Just Retirement Board.
• 4.31 The Just Retirement Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Just Retirement Board or committees of the Just Retirement Board, general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.
• 4.32 The Just Retirement Board may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any past or present Just Retirement Director or employee of the Company or any of its subsidiary undertakings or any body corporate associated with, or any business

acquired by, any of them, and for any member of his family or any person who is or was dependent on him.

Permitted interests of Just Retirement Directors

• 4.33 Provided that a Just Retirement Director has disclosed to the Just Retirement Board the nature and extent of his interest (unless the circumstances referred to in section 177(5) or section 177(6) of the Companies Act apply, in which case no such disclosure is required), a Just Retirement Director notwithstanding his office:
• (a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
• (b) may act by himself or for his firm in a professional capacity for the Company (otherwise than as auditor), and he or his firm shall be entitled to remuneration for professional services as if he were not a Just Retirement Director; and
• (c) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate (i) in which the Company is (directly or indirectly) interested as a shareholder or otherwise or (ii) with which he has such a relationship at the request or direction of the Company.
• 4.34 A Just Retirement Director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate (i) the acceptance, entry into or existence of which has been approved by the Just Retirement Board pursuant to Article 153 of the Articles or (ii) which he is permitted to hold or enter into by virtue of paragraph (a), (b) or (c) of Article 154 of the Articles, nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Companies Act.

Restrictions on voting

• 4.35 Except as otherwise provided by the Articles, a Just Retirement Director shall not vote on any resolution of the Just Retirement Board concerning a matter in which he has an interest which can reasonably be regarded as likely to give rise to a conflict with the interests of the Company, unless his interest arises only because the resolution concerns one or more of the following matters:
• (a) the giving of a guarantee, security or indemnity in respect of money lent or obligations incurred by him or any other person at the request of, or for the benefit of, the Company or any of its subsidiary undertakings;
• (b) the giving of a guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the Just Retirement Director has assumed responsibility (in whole or part and whether alone or jointly with others) under a guarantee or indemnity or by the giving of security;
• (c) a contract, arrangement, transaction or proposal concerning an offer of shares, debentures or other securities of the Company or any of its subsidiary undertakings for subscription or purchase, in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;
• (d) a contract, arrangement, transaction or proposal concerning any other body corporate in which he or any person connected with him is interested, directly or indirectly, and whether as an officer, shareholder, creditor or otherwise, if he and any persons connected with him do not to his knowledge hold an interest (as that term is used in sections 820 to 825 of the Companies Act) representing one per cent. or more of either any class of the equity share capital (excluding any shares of that class held as treasury shares) of such body corporate (or any other body corporate through which his interest is derived) or of the voting rights available to members of the relevant body corporate (any such interest being deemed for the purpose of Article 171 of the Articles to be likely to give rise to a conflict with the interests of the Company in all circumstances):
• (e) a contract, arrangement, transaction or proposal for the benefit of employees of the Company or of any of its subsidiary undertakings which does not award him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and

(f) a contract, arrangement, transaction or proposal concerning any insurance which the Company is empowered to purchase or maintain for, or for the benefit of, any Just Retirement Directors or for persons who include Just Retirement Directors.

Indemnity to officers

4.36 Subject to the provisions of the Companies Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Just Retirement Director or other officer of the Company (other than any person (whether an officer or not) engaged by the Company as auditor) shall be indemnified out of the assets of the Company against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, provided that Article 225 of the Articles shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause Article 225 of the Articles, or any element of it, to be treated as void under the Companies Act.

5. Disclosure of shareholding ownership

The Disclosure and Transparency Rules require a member to notify the Company if the voting rights held by such member (including by way of certain financial instruments) reach, exceed or fall below three per cent. and each one per cent. threshold thereafter up to 100 per cent. Under the Disclosure and Transparency Rules, certain voting rights in the Company may be disregarded.

6. Interests in Just Retirement Shares

6.1 The following table sets out the interests in the share capital of the Company of the Just Retirement Directors, the Proposed Directors and Senior Management (including beneficial interests or interests of a person connected with a Just Retirement Director or a member of Senior Management) (i) as at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus); (ii) immediately following Admission of the Conditional Placed Shares and Open Offer Shares; and (iii) immediately following Admission of the Consideration Shares, based on the Assumptions, are as follows:

	As at the Last Practicable Date(1)			Immediately following Admission of the Conditional Placed Shares and Open Offer Shares	Immediately following Admission of the Consideration Shares
Director / Proposed Director / Member of Senior Management	Number of Just Retirement Shares	Percentage of Just Retirement's issued share capital	Number of Just Retirement Shares	Percentage of Just Retirement's issued share capital	Number of JRP Group Shares	Percentage of JRP Group plc's issued share capital
Kate Avery(2)	44,444	0.009	50,080	0.009	50,080	0.005
Christopher Berryman(3) . .	2,115,027	0.422	2,115,027	0.375	2,115,027	0.226
Rodney Cook(3)(4)	2,708,944	0.541	2,708,944	0.480	2,708,944	0.289
Tom Cross Brown(3)	655,054	0.131	655,054	0.116	655,054	0.070
Michael Deakin(2)	20,000	0.004	22,536	0.004	22,536	0.002
Shayne Deighton(3)	1,157,465	0.231	1,157,465	0.205	1,157,465	0.124
Alex Duncan(5)	125,169	0.025	125,169	0.022	125,169	0.013
James Fraser	0	—	0	—	0	—
Steve Kyle(5)	1,639,444	0.327	1,639,444	0.290	1,639,444	0.175
David Cooper(5)	1,264,679	0.252	1,264,679	0.224	1,264,679	0.135
Hugh McKee	0	—	0	—	0	—
Steve Melcher	0	—	0	—	0	—
Keith Nicholson(3)	28,084	0.006	28,084	0.005	28,084	0.003
Anne Ridge(5)	168,128	0.034	168,128	0.030	168,128	0.018
Simon Thomas(3)	1,031,552	0.206	1,031,552	0.183	1,031,552	0.110
Paul Turner	0	—	0	—	0	—
Chris Gibson-Smith	0	—	0	—	582,788	0.062
David Richardson	0	—	0	—	358,172	0.038
Paul Bishop	0	—	0	—	0	—
Peter Catterall	0	—	0	—	0	—
Ian Cormack	0	—	0	—	10,831	0.001
Clare Spottiswoode	0	—	0	—	0	—

Notes:

⁽¹⁾ The interests of the Executive Directors and members of Senior Management do not include rights to acquire Just Retirement Shares that have been awarded to such persons under the Long-Term Incentive Plan (''LTIP''), DSBP or Save as You Earn Share Option Plan (''SAYE''), as set out in paragraph 6.2 of this Part 16 ''Additional Information'' but do include any Just Retirement Shares held through the Share Incentive Plan (''SIP'').

⁽²⁾ The interests in the table reflect the relevant Directors' indicated intention to exercise his/her Open Offer Entitlements in full.

⁽³⁾ While the relevant Director has indicated his/her intention to exercise his/her Open Offer Entitlements in part, no decision has been taken yet as to quantum. As such, the interests in the table have been calculated on the basis that such persons will not exercise any of his/her Open Offer Entitlements. The actual level of shareholdings immediately following Admission of (i) the Conditional Placed Shares and Open Offer Shares and (ii) the Consideration Shares will be greater than those shown in the table and will be made public in accordance with the requirements of the Disclosure and Transparency Rules.

⁽⁴⁾ The aggregate cash amount to be invested by, or on behalf of, Rodney Cook through his participation in the Open Offer and the 2015 Bonus Scheme will not be less than £350,000.

⁽⁵⁾ No decision has been taken yet by the relevant member of Senior Management as to the exercise of his/her Open Offer Entitlements.

^6.2 Details of awards under the LTIP, DSBP and SAYE (as defined in paragraph 7.8(b)(ii) of this Part 16 ''Additional Information'') held by the Directors and members of the Senior Management as at

25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus) are set out below:

Director / Member of Senior Management	Plan	Number of Just Retirement Shares over which options granted	Exercise price (if any)	Vesting date
Kate Avery	—	—	—	—
Christopher Berryman	LTIP (2013)	127,777	Nil	15 Nov 2016
	LTIP (2014)	207,132	Nil	25 Sept 2017
	DSBP	46,561	Nil	25 Sept 2017
	SAYE	14,876	£1.21	01 June 2017
Rodney Cook	LTIP (2013)	497,777	Nil	15 Nov 2016
	LTIP (2014)	806,916	Nil	25 Sept 2017
	DSBP	128,595	Nil	25 Sept 2017
	SAYE	14,876	£1.21	01 June 2017
Tom Cross Brown	—	—	—	—
Michael Deakin	—	—	—	—
Shayne Deighton	LTIP (2013)	220,000	Nil	15 Nov 2016
	LTIP (2014)	356,628	Nil	25 Sept 2017
	DSBP	67,802	Nil	25 Sept 2017
	SAYE	24,793	£1.21	01 June 2019
Alex Duncan	LTIP (2013)	144,444	Nil	15 Nov 2016
	LTIP (2014)	234,149	Nil	25 Sept 2017
	DSBP	34,042	Nil	25 Sept 2017
	SAYE	14,876	£1.21	01 June 2017
James Fraser	—	—	—	—
Steve Kyle	LTIP (2013)	102,778	Nil	15 Nov 2016
	LTIP (2014)	166,606	Nil	25 Sept 2017
	DSBP	27,576	Nil	25 Sept 2017
	SAYE	14,876	£1.21	01 June 2017
David Cooper	LTIP (2013)	127,777	Nil	15 Nov 2016
	LTIP (2014)	207,132	Nil	25 Sept 2017
	DSBP	47,951	Nil	25 Sept 2017
	SAYE	24,793	£1.21	01 June 2019
Hugh McKee	LTIP (2014)	207,132	Nil	25 Sept 2017
	SAYE	23,437	£1.28	01 June 2020
Steve Melcher	—	—	—	—
Keith Nicholson	—	—	—	—
Anne Ridge	LTIP (2013)	94,444	Nil	15 Nov 2016
	LTIP (2014)	102,064	Nil	25 Sept 2017
	DSBP	22,601	Nil	25 Sept 2017
	SAYE	14,876	£1.21	01 June 2017
Simon Thomas	LTIP (2013)	220,000	Nil	15 Nov 2016
	LTIP (2014)	356,628	Nil	25 Sept 2017
	DSBP	72,788	Nil	25 Sept 2017
	SAYE	14,876	£1.21	01 June 2017
Paul Turner	LTIP (2014)	198,126	Nil	25 Sept 2017

6.3 The disposal of any Just Retirement Shares by any Just Retirement Director will be subject to the Company's code on directors' dealings in securities.

6.4 Insofar as it is known to the Company, the following persons are, or will be at Admission of the Conditional Placed Shares and Open Offer Shares and Admission of the Consideration Shares (as applicable), interested directly or indirectly in three per cent. or more of the voting rights in respect of the issued ordinary share capital of the Company or JRP Group plc (as applicable) based on the Assumptions:

	As at the Last Practicable Date		Immediately following Admission of the Conditional Placed Shares and Open Offer Shares		Immediately following Admission
Name	Number of Just Retirement Shares	Percentage of Just Retirement's issued share capital	Number of Just Retirement Shares	Percentage of Just Retirement's Shares issued share capital	Number of JRP Group Shares	of the Consideration Shares Percentage of JRP Group plc's issued share capital
Avallux	261,788,257	52.27	274,366,873	48.61	274,366,873	29.32
Schroders plc(1) . Kames	27,325,444	5.46	27,325,444	4.84	27,325,444	2.92
Capital Plc(1) . Cinven Funds	15,274,328 0	3.05 —	15,274,328 0	2.71 —	15,274,328 182,479,327	1.63 19.50

Note:

(1) Disregarding any existing shareholding in Partnership Assurance.

• 6.5 Save as disclosed above, the Directors are not aware of any person who is or will be interested directly or indirectly in three per cent. or more of the existing issued share capital of the Company or the issued share capital of the Company following Admission.
• 6.6 As at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), the Company was owned or controlled by Avallux, which held 261,788,257 Just Retirement Shares (52.3 per cent. of the voting rights attached to the issued share capital of the Company). Immediately following Admission of the Consideration Shares it is expected that Avallux will hold approximately 29.3 per cent. of the voting rights attached to the issued share capital of JRP Group plc (based on the Assumptions). The Company and Avallux entered into the Avallux Relationship Agreement on 12 November 2013 (as described in paragraph 11.4 of this Part 16 ''Additional Information'') which regulates the ongoing relationship between them, and which is intended to ensure that the Just Retirement Group is capable of carrying on its business independently of Avallux, that transactions and relationships with Avallux (including any transactions and relationships with any member of the Just Retirement Group) are at arm's length and on normal commercial terms, and that the goodwill, reputation and commercial interests of the Company are maintained. The Directors believe that the terms of the Avallux Relationship Agreement enable the Just Retirement Group to carry on its business independently of Avallux and/or its associates and will ensure that all transactions and relationships between members of the Just Retirement Group, on the one hand, and Avallux and/or its associates, on the other hand, are, and will be, on arm's length terms and on a normal commercial basis.
• 6.7 Save as disclosed above, as at 25 September 2015 (being the Last Practicable Date prior to the date of this Prospectus), the Company was not aware of any other person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over Just Retirement, nor is it aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Company.
• 6.8 The Company's share capital consists of one class of ordinary shares with equal voting rights (subject to the Articles). None of the Company's major shareholders has or will have different voting rights attached to the shares they hold in the Company.

7. Directors' and Proposed Directors' terms of employment

7.1 The Directors and their functions are set out in Part 6 ''Directors, Proposed Directors, Senior Management and Corporate Governance''.

7.2 Just Retirement's Executive Directors

(a) The salaries of the Executive Directors, effective from 1 July 2015, are £580,000 per annum for Rodney Cook, £340,000 per annum for Simon Thomas and £340,000 per annum for Shayne Deighton. The Executive Directors are eligible to participate in the STIP, DSBP, LTIP, SIP and SAYE (see paragraphs 6, 7.9 and 9.3 to 9.6 of this Part 16 ''Additional Information'').

• (b) Each Executive Director receives an annual benefits allowance in lieu of pension, car, private medical insurance and other benefits equal to £107,000 for Rodney Cook and £71,000 each for Simon Thomas and Shayne Deighton. Each Executive Director also receives life assurance and permanent health insurance.
• (c) Each Executive Director's service agreement is terminable on six months' notice given by either party. Just Retirement Management Services Limited, acting on the authority of the Just Retirement Board (and not otherwise), is entitled to terminate the Executive Director's employment by payment of a cash sum in lieu of notice, equal to (i) his basic salary that would have been payable, (ii) his benefits allowance and (iii) the cost that would have been incurred by the Company in providing the Executive Director with life and permanent health insurance, in each case for any unexpired portion of the notice period. Just Retirement Management Services Limited can also choose to continue providing the benefits under item (iii) instead of paying a cash sum representing their cost.
• (d) Each of the Executive Directors will also be eligible for an annual bonus under the STIP as described in paragraph 7.9 below of this Part 16 ''Additional Information''. Any such bonus is discretionary and subject to achievement of a combination of individual and corporate performance measures.
• (e) If an Executive Director's employment is terminated before the end of a financial year by reason of redundancy, retirement or a takeover of the Company (or, in the case of Rodney Cook, if his employment is terminated before the end of a financial year by the Company for any reason other than summary dismissal), the Remuneration Committee may in its discretion pay the Executive Director a pro rated bonus in respect of the proportion of that financial year for which he has worked.
• (f) Under the Companies Act, the policy governing the Executive Directors' remuneration is subject to shareholder approval. In the event that such approval is not obtained when required, the service agreements provide that the Executive Directors will have no entitlement to compensation or damages in respect of loss suffered as a consequence.
• (g) Each Executive Director will be entitled to 30 working days' paid holiday per annum in addition to bank and public holidays.
• (h) Each of the Executive Directors is subject to a confidentiality undertaking without limitation in time and to non-competition, non-solicitation, non-dealing and non-hiring restrictive covenants for a period of six months after the termination of his employment (save that Rodney Cook's non-competition covenant will, unless he is summarily dismissed, be limited to any period of notice for which he is paid in lieu).
• (i) Each Executive Director will have the benefit of a qualifying third-party indemnity from the Company (the terms of which are in accordance with the Companies Act) and appropriate directors' and officers' liability insurance.
• 7.3 Just Retirement's Non-Executive Directors
• (a) Tom Cross Brown is entitled to receive an annual fee of £180,000 as Chairman. His appointment as chairman of the board of directors of Just Retirement (Holdings) Limited commenced on 25 October 2006. His appointment as Chairman of the Just Retirement Board was effective on 1 August 2013 and is terminable by either party giving to the other six months' written notice. It may also be terminated at any time if he is removed as a director by resolution at a general meeting or pursuant to the Articles, provided that in such circumstances the Company will (except where the removal is by reason of his misconduct) pay the Chairman an amount in lieu of his fees for the unexpired portion of his notice period.
• (b) The appointment to the Just Retirement Board of James Fraser was effective on 1 August 2013, the appointments of Keith Nicholson and Kate Avery were effective on 9 October 2013, the appointment of Michael Deakin was effective on 30 April 2015, and the appointment of Steve Melcher was effective on 15 May 2015. James Fraser has been a member of the board of directors of Just Retirement (Holdings) Limited since 16 December 2009. James Fraser was nominated by Avallux for appointment to the Just Retirement Board pursuant to the terms of the Avallux

Relationship Agreement. The appointments of all Non-Executive Directors and the Chairman are subject to re-election when appropriate by the Company in general meeting.

• (c) For the financial year ended 30 June 2015, each Non-Executive Director other than James Fraser was entitled to receive an annual fee of £54,000. In addition to this annual fee of £54,000, Keith Nicholson was entitled to an additional fee of £10,000 as Senior Independent Director. Each of Kate Avery, Keith Nicholson, Michael Deakin and Steve Melcher were entitled to an additional fee of £10,000 for their roles as Chairmen of the Remuneration, Audit, Investment and Risk and Compliance committees, respectively.
• (d) The appointment of each Non-Executive Director may be terminated at any time with immediate effect if he/she is removed as a director by resolution at a general meeting or pursuant to the Articles. The Non-Executive Directors (other than the Chairman) are not entitled to receive any compensation on termination of their appointment.
• (e) The Chairman and the Non-Executive Directors are entitled to reimbursement of reasonable expenses.
• (f) The Non-Executive Directors will not participate in the Company's share, bonus or pension schemes.
• (g) The Company has appropriate directors' and officers' indemnity insurance in place in respect of the Chairman and the Non-Executive Directors.
• (h) Each of the Chairman and the Non-Executive Directors will have the benefit of a qualifying third-party indemnity (the terms of which are in accordance with the Companies Act).
• (i) The Chairman and each of the Non-Executive Directors is subject to a confidentiality undertaking without limitation in time and to non-competition, non-solicitation, non-dealing and non-hiring restrictive covenants for a period of six months after the termination of the appointment.
• (j) Under the Companies Act, the policy governing the Non-Executive Directors' remuneration is subject to shareholder approval. In the event that such approval is not obtained when required, the letters of appointment provide that the Non-Executive Directors will have no entitlement to compensation or damages in respect of loss suffered as a consequence.
• 7.4 Save as set out in paragraphs 7.2 and 7.3 of this Part 16 ''Additional Information'', there are no existing or proposed service agreements or letters of appointment between the Directors and any member of the Just Retirement Group.

7.5 Proposed Directors

It is expected that the remuneration arrangements for the Directors and Proposed Directors will be reviewed by the Remuneration Committee of the JRP Group plc following the completion of the Proposed Merger but that, until such time, the Proposed Directors will initially serve pursuant to the terms of their current remuneration arrangements.

7.6 Directors' and Senior Management's Remuneration

(a) Under the terms of their service agreements, letters of appointment and applicable incentive plans, in the year ended 30 June 2015, the aggregate remuneration and benefits in kind granted to the Directors and members of Senior Management was £4.9 million. Of this amount, the remuneration of each Director was as set out below:

	Salary and fees(6)	Benefits(5)(6)(7)	STIP(8)	LTIP(9)	Employer pension contribution(5)	Other(10)	Total
				(£000)
Executive
Rodney Cook 2014/15	560	48	722	—	—	—	1,330
Simon Thomas 2014/15	330	43	301	—	—	—	674
Shayne Deighton . 2014/15	330	37	281	—	—	—	648
Non-Executive
Tom Cross Brown 2014/15	162	—	—	—	—	—	162
Les Owen(4) 2014/15	32	—	—	—	—	—	32
James Fraser 2014/15	—	—	—	—	—	—	—
Keith Nicholson(1) 2014/15	79	—	—	—	—	—	79
Kate Avery(2) 2014/15	74	—	—	—	—	—	74
Michael Deakin(2) 2014/15	66	—	—	—	—	—	66
Steve Melcher(3) 2014/15	24	—	—	—	—	—	24

(1) Keith Nicholson received additional fees for SID and for Chairmanship of the Audit Committee (from 25 November 2014) and Risk Compliance Committee (to 15 May 2015).

(2) Michael Deakin received an additional fee for Chairmanship of the Investment Committee.

(3) Steve Melcher was appointed as a Non-Executive Director on 15 May 2015.

(4) Les Owen resigned as a Non-Executive Director on 25 November 2014.

(5) A benefits allowance was introduced in July 2013 to cover pension, car, private medical insurance, and any other flexible benefits as made available by the Group from time to time.

(6) In 2014/15, the Executive Directors' and senior management's benefit allowances and Non-Executive Director fees were temporarily reduced by 10 per cent. of base salary and Non-Executive Director fees were temporarily reduced by 10 per cent. as part of a cost reduction exercise.

(7) Benefit allowance for Executive Directors commenced in July 2013.

(8) One-third of bonus payments have been deferred into awards over shares under the DSBP and will vest after three years. Rodney Cook received a payment of £190,175 to compensate him for additional tax paid as a result of the share rationalisation on Just Retirement's IPO, deferred from a previous financial year.

(9) Awards were made under the LTIP in both 2013/14 and 2014/15 and the respective values will be reported on vesting in the respective annual reports on remuneration.

• (10) Other includes the value of SAYE and SIP awards that vest after three or five years for SAYE, and three years for SIP.
• (b) For the year ended 30 June 2015, the total amount within the aggregated remuneration shown above that is provided as a benefit allowance and which may be used towards a pension for Directors and members of Senior Management is £362,000.
• (c) No Director has or has had any interest in any transactions which are or were unusual in their nature or conditions or are or were significant to the business of the Just Retirement Group or any of its subsidiary undertakings and which were effected by the Just Retirement Group or any of its subsidiaries during the current or immediately preceding financial year or during an earlier financial year and which remain in any respect outstanding or unperformed.
• (d) Save as described in Part 7 ''Just Retirement Financial Information'', there are no outstanding loans or guarantees granted or provided by any member of the Just Retirement Group to or for the benefit of any of the Directors.

7.7 Directors', Proposed Directors' and Senior Management's current and past directorships and partnerships

(a) Set out below are the directorships (unless otherwise stated) and partnerships held by the Directors and members of Senior Management (other than, where applicable, directorships held in the Company and/or in any subsidiaries of the Company), in the five years prior to the date of this Prospectus:

Name	Current directorships / partnerships	Past directorships / partnerships
Tom Cross Brown	• Phoenix Group Holdings • Phoenix Life Holdings Ltd • Alpha Securities Trading Ltd • Artemis Alpha Trust plc • Islip Consulting Limited (UK)	• Trustee, Cancer Care & Haematology Fund, Stoke Mandeville Hospital • Heathfield School • Heathfield School Foundation • Trustee, Lazard London Directors' Pension Scheme • Financial Planning Standards Board Ltd • Pearl Group Holdings
		(No. 2) Ltd • Ignis Investment Management Ltd (formerly Axial Investment Management Ltd) • Ignis Asset Management Ltd • Ignis Investment Services Ltd • Ignis Fund Managers Ltd • BlueBay Asset Management (Services) Ltd (formerly BlueBay
Rodney Cook	• Orwell Films LLP • Hurn Court Management Company Ltd • Cherwell Films LLP • Kennet Films LLP • Vienna Films LLP • Electra Films LLP • Gemini Films LLP	Asset Management plc) • Liverpool Victoria Life Company Ltd • Liverpool Victoria Portfolio Managers Ltd • Liverpool Victoria Asset Management Ltd • LV Equity Release Ltd • LV Life Services Ltd • NM Pensions Trustees Ltd • Liverpool Victoria Financial Advice Services Ltd • The Association of Friendly
Simon Thomas Michael Deakin	— • Michael Deakin Consultancy Limited • Manifest Information Services Limited • HBOS Final Salary Trust Limited	Societies — • Lands Improvement Company • Museum of East Anglian Life • Clerical Medical Unit Trust Managers Limited

Name		Current directorships / partnerships		Past directorships / partnerships
Shayne Deighton .	—		—
James Fraser	•	Permira Advisers LLP	—
	•	Tilney Bestinvest Group Limited
	•	Bestinvest (Holdings) Limited
	•	Tilney (Holdings) Limited
	•	TBI Funding Limited
Steve Melcher	•	Standard Life Assurance Ltd	•	Aviva Insurance UK Limited
			•	Aviva Life Holdings UK Limited
			•	Aviva Annuity UK Limited
			•	Aviva Life & Pensions UK Limited
			•	Aviva Life Services UK Limited
			•	Euler Hermes Holdings UK plc
			•	Euler Hermes UK plc
Keith Nicholson	•	The Equitable Life Assurance	•	Auditing Practices Board
		Society	•	Wesleyan Assurance Society
	•	Liberty Management Agency Ltd (formerly Liberty Syndicate Management Ltd)	•	Wesleyan Administration Services Ltd
	•	Liberty Corporate Capital Ltd	•	Wesleyan Financial Services Ltd
	•	Liberty Syndicate Services Ltd
	•	Liberty Mutual Insurance Europe Ltd
Kate Avery	•	Newcastle Building Society	•	Openwork Holdings Ltd
			•	Legal & General Plc
			•	Rathbone Brothers Plc
Chris Berryman	•	Lifestyle Park Homes Limited	—
David Cooper	•	Scion Film Opportunities LLP	•	Ingenious Film Partners 2 LLP
	•	Origo Services Limited	•	Melrose Film Partnerships LLP
	•	David Cooper Racing Limited
Steve Kyle	•	Equity Release Council	—
	•	EPPARG Ltd
Alex Duncan	—		•	BizzEnergy Limited
			•	Old Mutual Reassurance (Ireland) Ltd.
			•	Skandia UK Limited
Hugh McKee	•	Trustee, Airdrie Savings Bank	•	RL Corporate Pension Services Limited
Anne Ridge	—		•	HR Future Ltd

(b) Set out below are the directorships (unless otherwise stated) and partnerships held by the Proposed Directors (other than, where applicable, directorships held in Partnership Assurance and/or in any subsidiaries of Partnership Assurance), in the five years prior to the date of this Prospectus:

Name	Current directorships / partnerships	Past directorships / partnerships
Chris Gibson-Smith	• Think Tank ''Reform''	• London Stock Exchange Group plc
		• The British Land Company plc
		• Qatar Financial Centre Authority
		• National Air Traffic Services Ltd
		• BP plc
		• Lloyds Banking Group plc
		• Powergen
David Richardson	—	• IH (Jersey) Limited
		• IL C1 (Jersey) Limited
		• Impala Holdings Limited
		• Impala Loan Company 1 Limited
		• London Life Limited
		• National Provident Life Limited
		• NPI Limited
		• Pearl Assurance Group Holdings Limited
		• Pearl Group Holdings (No. 1) Limited
		• Pearl Group Holdings (No.2) Limited
		• Pearl Life Holdings Limited
		• PGH (LC1) Limited
		• PGH (LCA) Limited
		• PGH (MC1) Limited
		• PGH (TC1) Limited
		• PGH1 (Jersey) Limited
		• Phoenix Life Assurance Limited
		• Phoenix Life Limited
		• Phoenix Pensions Limited
		• Phoenix SCP Limited
		• Reassure America Life Insurance Company
		• Scottish Mutual Assurance Limited
		• SMA (Jersey) Limited
Paul Bishop	—	—

Name		Current directorships / partnerships		Past directorships / partnerships
Peter Catterall	•	Guardian Financial Services	•	Gala Coral Group Limited
	•	Holdings UK Limited Guardian Finance Limited	•	Cinven Capital Management (BN) Limited
	•	(Jersey) Guardian Holdings Europe	•	Cinven Capital Management (CN) Limited
	•	Limited (Jersey) Guardian Midco Limited (Jersey)	•	Cinven Capital Management (FF) Limited
	•	Guardian One Limited (Jersey)	•	Cinven Capital Management
	•	Guardian Holdings Europe Limited (Jersey)	•	(RP) Limited Cinven Capital Management
	•	Gondola Investments (GP) Limited (Guernsey)	•	(SF No. 1) Limited Cinven Capital Management
	•	Company AE Limited		(SF No. 2) Limited
	•	Pomegranate Acquisitions Limited	•	Cinven Capital Management (TF No 1) Limited
	•	Pomegranate Midco Limited	•	Cinven Capital Management (TF No 2) Limited
	•	Pomegranate Holdings Limited (Jersey)	•	Cinven Capital Management (TF No 3) Limited
	•	Pomegranate Topco Limited (Jersey)	•	Cinven Capital Management (IV) Limited
	• •	Mizzen Bidco Limited Mizzen Mezzco 2 Limited	•	Cinven Capital Management (SP IV) Limited
	•	Mizzen Mezzco Limited	•	Cinven UK Nominees Limited
	•	Mizzen Midco Limited	•	CIP (IV) Nominees Limited
	•	Premium Credit Limited	•	Cinven Limited
	•	Vendcrown Limited	•	Cinven Nominees Limited
	•	76 Schubert Road	•	TCF (E1) Nominees Limited
	•	Cinven Partners LLP	•	TCF Nominees Limited
			•	Avolon Aerospace Limited (Cayman Islands)
			•	Gondola Group Limited
Ian Cormack	•	Maven Income & Growth VCT	•	Qatar Insurance Services LLC
		4 plc	•	Bloomsbury Publishing plc
	• •	Xchanging plc Phoenix Group	•	Aspen Insurance Holdings Limited
	•	Phoenix Life Holdings Limited	•	Aspen Insurance UK Limited
	•	Temporis Capital LLP	•	Arria NLG Limited
	•	National Angels Limited	•	Carbon Reductions Limited

	•	African Carbon Reductions Limited
	•	Gulf Carbon Reductions Limited
	•	Carbon Efficient Energy Limited
	•	Entertaining Finance Limited
	•	Europe Arab Bank plc
	•	Pearl Group Holdings (No. 2) Limited
	•	London Life Limited
	•	National Provident Life Limited
	•	NPI Limited
	•	Pearl Assurance Limited
	•	Qatar Financial Centre Authority
	•	Phoenix Life Assurance Limited
	•	AIG Europe
	•	Cormack Tansey Partners
	•	The CHAPS
	•	Mphasis Limited
	•	Europe Arab Bank plc
	•	Cedel

Name Current directorships / partnerships Past directorships / partnerships

Clare Spottiswoode . . • BW Offshore Limited • Ofgas

• EnQuest plc Royal Bank of Canada Europe
• Ilika plc Magnox
• Seven Energy International Energy Solutions Limited • Tullow Oil plc
• British Management Data Foundation
• FlowGroup plc
• Payments Council
• G4S
• Gas Strategies Ltd
• (c) Within the period of five years preceding the date of this Prospectus, none of the Directors and the Proposed Directors:
• (i) has had any convictions in relation to fraudulent offences;
• (ii) save as described in paragraph 7.7(d) below, has been a member of the administrative, management or supervisory bodies or director or senior manager (who is relevant in establishing that a company has the appropriate expertise and experience for management of that company) of any company at the time of any bankruptcy, receivership or liquidation of such company; and
• (iii) has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of affairs of a company.

(d) Rodney Cook was a director of the Association of Friendly Societies when it was voluntarily dissolved on 12 October 2010 in connection with its merger with the Association of Mutual Insurers to form the Association of Financial Mutuals. Steve Melcher was a non-executive director of both Euler Hermes Holdings UK plc and Euler Hermes UK plc, subsidiaries of Allianz SE, when they were converted/ closed on 10 January 2012 in connection with a group restructuring where the assets and liabilities of both companies were transferred to Euler Hermes Credit Insurance Belgium SA (NV). Michael Deakin was a director of Manifest Information Services Limited, when a company voluntary arrangement was entered into on 20 May 2011. Anne Ridge was a director of HR Future Limited which was voluntarily dissolved on 26 July 2011. David Cooper was a member of Scion Film Opportunities LLP when a member's voluntary liquidation was entered into on 19 January 2015.

7.8 Remuneration policy

(a) The Company's remuneration policy was approved by the Just Retirement Shareholders on 25 November 2014 and is set out in more detail in Just Retirement's Annual Report & Accounts 2015. The objective of the Company's remuneration policy is to ensure that remuneration takes account of the overall business strategy and risk tolerance, considering the long-term interests of the Just Retirement Group with the aim of delivering rewards to shareholders. The policy has been developed taking into account the principles of the UK Corporate Governance Code, guidelines from major investors and guidance from the PRA and FCA on best practice.

Key outcomes are as follows:

• (i) Align Directors' remuneration with the interests of shareholders, customers and other external stakeholders;
• (ii) Operate remuneration practices in order to attract, motivate, reward and retain appropriately qualified and experienced individuals of the highest calibre;
• (iii) Link pay to long-term performance;
• (iv) Ensure disclosures provide transparency and accountability;
• (v) Encourage a high performing culture; and
• (vi) Ensure remuneration and incentives support good risk management practice.
• (b) Consistent with this remuneration strategy, the remuneration policy for Executive Directors includes the following elements:
• (i) Base salary—competitive and appropriate level of salary compared to relevant insurance peers and companies of equivalent size and complexity, which reflects the individual's experience, performance and responsibilities. Base salaries will normally be reviewed annually;
• (ii) Benefits and pension—competitive, appropriate and cost-effective benefits and pension package;
• (iii) STIP—annual discretionary bonus to incentivise the execution of annual goals. Two-thirds of the bonus is paid in cash and one-third is compulsorily deferred into awards over Just Retirement Shares under the DSBP. The on-target bonus payable is 75 per cent. of base salary with 150 per cent. of base salary being the maximum;
• (iv) LTIP—annual grant of options or awards over Just Retirement Shares subject three-year performance conditions to reward achievement of sustained long-term financial and operational performance. The maximum opportunity is 250 per cent. of base salary but normal policy is to award 200 per cent. for the Chief Executive Officer and 150 per cent. for the Executive Directors of base salary; and
• (v) All-employee share plans—the SIP and the SAYE, which meet the requirements of the UK tax legislation and in which the Executive Directors are invited to participate.

Non-Executive Directors receive fees which take account of market levels for comparably sized companies, the time commitment and responsibilities of the role and the experience and expertise of the individual. The aggregate fees are limited in the Articles to £1 million per year.

7.9 STIP

Annual bonuses for the next financial year will be determined by a combination of financial and non-financial performance measures appropriate to an individual's role and business area. The on-target bonus opportunity for Executive Directors for the next financial year will be 75 per cent. of salary with a maximum opportunity of 150 per cent. of salary. One-third (or such other proportion as has been determined by the Remuneration Committee) of any annual bonus earned by the Executive Directors and other nominated senior management will be deferred into awards over Just Retirement Shares under the DSBP, with such awards vesting after a three-year period. The Remuneration Committee has the discretion to adjust the deferral percentage if required to comply with future regulatory requirements relevant to the insurance industry, including the remuneration-related terms of Solvency II.

8. Pensions

The Just Retirement Group does not operate a DB pension scheme for the benefit of the Directors or members of Senior Management.

9. Employee Share Plans

• 9.1 The Company operates the following employee share plans: an LTIP, a DSBP, a SAYE and a tax-qualifying SIP, all of which were adopted by the Just Retirement Board on 14 October 2013.
• 9.2 The principal features of these employee share plans are summarised below.

9.3 LTIP

• (a) At the discretion of the Remuneration Committee, any employee (including an Executive Director) of the Company or any of its subsidiaries is eligible to participate in the LTIP.
• (b) Awards made under the LTIP (''LTIP Awards'') may be made in the form of:
• (i) a conditional right to acquire Just Retirement Shares at no cost to the participant (''Conditional Award'');
• (ii) an option to acquire Just Retirement Shares at no cost to the participant (''Nil-Cost Option''); or
• (iii) a right to receive a cash amount which relates to the value of a certain number of notional Just Retirement Shares (''Cash Award''),

and in this paragraph 9.3 of this Part 16 ''Additional Information'', Conditional Awards, Nil-Cost Options and Cash Awards are together referred to as ''LTIP Awards'' and each an ''LTIP Award'', as appropriate.

• (c) References in this paragraph 9.3 of this Part 16 ''Additional Information'' to Just Retirement Shares include notional Just Retirement Shares to which a Cash Award relates, where appropriate.
• (d) LTIP Awards will not be granted to a participant in respect of any financial year of the Company over Just Retirement Shares with a value in excess of 250 per cent. of salary. The value of Just Retirement Shares under LTIP Awards is determined by reference to the average of the middle-market quotation for Just Retirement Shares over such period, not exceeding five days, as the Remuneration Committee may determine.
• (e) LTIP Awards will normally be subject to the satisfaction of performance conditions which will determine the proportion (if any) of the LTIP Award which will vest. Performance conditions will normally be tested over a period of at least three financial years. The Remuneration Committee will determine the performance conditions at the date of grant.
• (f) In addition, the LTIP allows for the Remuneration Committee to grant LTIP Awards which are not subject to any performance conditions (''Restricted Share Units'') in such circumstances as the Remuneration Committee considers appropriate (including, without limitation, the recruitment or retention of an individual) provided that no Restricted Share Unit may be awarded to an Executive Director.
• (g) Any performance condition may be amended or substituted if one or more events occur which cause the Remuneration Committee to consider that an amended or substituted performance condition

would be more appropriate. Any amended or substituted performance condition would not be materially less difficult to satisfy.

• (h) The Remuneration Committee may, in its absolute discretion in circumstances in which it considers such action is appropriate, determine at any time prior to the vesting of an LTIP Award to reduce the number of Just Retirement Shares (including to zero) to which such LTIP Award relates; cancel an LTIP Award; impose further conditions on an LTIP Award; or require the Participant to make a cash payment to the Company in respect of an LTIP Award. Such circumstances include, but are not limited to:
• (i) a material misstatement of the Company's audited financial results;
• (ii) a material failure of risk management by the Company, any Just Retirement Group member or a relevant business unit;
• (iii) a material miscalculation of any relevant performance measure; or
• (iv) the Participant's material misconduct.
• (i) LTIP Awards will normally vest on the third anniversary of the date of grant and then only to the extent that any performance conditions have been satisfied. Nil-Cost Options will then be exercisable until the tenth anniversary of the grant date.
• (j) At any time before or after the point at which an LTIP Award (which is not a Cash Award) has vested, or a Nil-Cost Option has been exercised, but the underlying Just Retirement Shares have yet to be issued or transferred to the participant, the Remuneration Committee may decide to pay a participant a cash amount equal to the value of the Just Retirement Shares he would otherwise have received.

Other terms of the LTIP

• (k) LTIP Awards may only be granted within the 42 day period following the announcement of the Company's results for any period, or any day on which the Remuneration Committee determines that exceptional circumstances exist, unless the grant of LTIP Awards is restricted, in which case LTIP Awards will be granted within 21 days of the day on which the restriction on such grant is lifted.
• (l) LTIP Awards are not transferable (other than on death). No payment will be required for the grant of an LTIP Award. LTIP Awards will not form part of pensionable earnings.
• (m) The Remuneration Committee may determine that a participant shall be paid on vesting a cash amount equal to the aggregate amount of the dividends paid on the number of vested Just Retirement Shares subject to his LTIP Award from the grant date until the date of vesting, or that the participant will receive additional Just Retirement Shares with an aggregate value equal to part or all of such amount.
• (n) LTIP Awards may be granted over newly issued Just Retirement Shares, Just Retirement Shares held in treasury or Just Retirement Shares purchased in the market.
• (o) The LTIP is subject to the following overall limits:
• (i) in any 10 year period, the number of Just Retirement Shares which may be issued under the LTIP and under any other discretionary share plan adopted by the Company may not exceed five per cent. of the issued ordinary share capital of the Company from time to time; and
• (ii) in any 10 year period, the number of Just Retirement Shares which may be issued under the LTIP and under any other employees' share plan adopted by the Company may not exceed 10 per cent. of the issued ordinary share capital of the Company from time to time.
• (p) Just Retirement Shares held in treasury will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies recommend otherwise.
• (q) Just Retirement Shares purchased in the market to satisfy any awards and the Just Retirement Shares issued as ''Free Shares'' under the SIP prior to the Just Retirement IPO will not count towards these limits.
• (r) If a participant ceases to be employed by the Just Retirement Group by reason of death, ill-health, injury, disability, redundancy, retirement with the consent of the Remuneration Committee (acting

fairly and reasonably) or the sale of the entity that employs him out of the Just Retirement Group, a participant's unvested LTIP Award will usually continue until the normal vesting date, unless the Remuneration Committee determines that the LTIP Award will vest as soon as reasonably practicable following the date on which the participant ceases to be employed by the Just Retirement Group.

• (s) The Remuneration Committee will decide the extent to which an unvested LTIP Award vests in these circumstances, taking account of the extent to which the performance conditions are satisfied at the end of the performance period or, as appropriate, at the date on which the participant ceases to be employed by the Just Retirement Group (except in the case of Restricted Share Units, to which no performance conditions attach). Unless the Remuneration Committee in its discretion determines otherwise, the period of time that has elapsed since the LTIP Award was granted until the date on which the participant ceases to be employed by the Just Retirement Group will also be taken into account.
• (t) If a participant ceases employment with the Just Retirement Group in any circumstances other than those referred to above, an LTIP Award will lapse unless there are exceptional circumstances such that the Remuneration Committee in its discretion determines that the LTIP Award should not lapse.
• (u) In the event of a takeover of the Company, LTIP Awards will vest to the extent that the performance conditions (if any) have been satisfied at the date of the takeover, and, unless the Remuneration Committee determines otherwise, pro-rated to reflect the period of time which has elapsed between the grant date and the date of the relevant event.
• (v) Alternatively, the Remuneration Committee may permit or, in the case of an internal reorganisation or if the Just Retirement Board so determines, require LTIP Awards to be exchanged for equivalent awards which relate to shares in a different company.
• (w) If the Company is wound up, or if other corporate events occur such as a demerger, delisting, special dividend or other event which, in the opinion of the Remuneration Committee may affect the current or future value of Just Retirement Shares, LTIP Awards will vest subject to the satisfaction of the performance conditions (if any) and, unless the Remuneration Committee determines otherwise, pro-rating to reflect the period of time which has elapsed between the grant date and the date of the relevant event.
• (x) In the event of a variation of the Company's share capital or a demerger, special dividend, rights issue or other event, which may, in the Remuneration Committee's opinion, affect the current or future value of Just Retirement Shares, the number of Just Retirement Shares subject to an LTIP Award and/or any performance conditions attached to the LTIP Award may be adjusted.
• (y) The Remuneration Committee may amend the LTIP at any time, provided that prior approval of the Company's shareholders in a general meeting will be required for amendments to the advantage of participants relating to eligibility, plan limits, the basis for determining a participant's entitlement to, and the terms of, the Just Retirement Shares or cash comprised in an LTIP Award and any adjustment made in respect of a variation of capital.
• (z) However, any minor amendment to benefit administration, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Remuneration Committee without shareholder approval.
• (aa) No amendment may be made to the material disadvantage of participants in the LTIP unless consent is sought from the affected participants and given by a majority of them.
• (bb) The LTIP will usually terminate on the tenth anniversary of its adoption but the rights of existing participants will not be affected by any termination.
• (cc) Participation in the LTIP does not form part of the terms of a participant's contract of employment and participants have no rights in respect of LTIP benefits.

9.4 DSBP

(a) The DSBP is operated in conjunction with the STIP for Executive Directors and other senior managers of the Company or any of its subsidiaries. Awards under the DSBP (''Bonus Awards'') will usually be granted over Just Retirement Shares with a market value of one-third (or such other proportion as has been determined by the Remuneration Committee) of any bonus payable to such

employees under any of the Company's annual bonus arrangements, unless the Remuneration Committee decides otherwise.

• (b) Awards under the DSBP may be made in the form of:
• (i) a Conditional Award;
• (ii) a Nil-Cost Option; or
• (iii) a Cash Award,

and in this paragraph 9.4 of this Part 16 ''Additional Information'', Conditional Awards, Nil-Cost Options and Cash Awards are together referred to as ''Bonus Awards'' and each a ''Bonus Award'', as appropriate.

• (c) References in this paragraph 9.4 of this Part 16 ''Additional Information'' to Just Retirement Shares include notional Just Retirement Shares to which a Cash Award relates, where appropriate.
• (d) The Remuneration Committee may, in its absolute discretion in circumstances in which it considers such action to be appropriate, determine at any time prior to the vesting of a Bonus Award, to reduce the number of Just Retirement Shares (including to zero) to which such Bonus Award relates; cancel a Bonus Award; impose further conditions on a Bonus Award; or require the Participant to make a cash payment to the Company in respect of a Bonus Award.
• (e) Such circumstances include, but are not limited to:
• (i) a material misstatement of the Company's audited financial results;
• (ii) a material failure of risk management by the Company, any Just Retirement Group member or a relevant business unit;
• (iii) a material miscalculation of any relevant performance measure; or
• (iv) the Participant's material misconduct.
• (f) Bonus Awards will normally vest on the third anniversary of the last day of the financial year in respect of which they were granted (or on such other date as the Remuneration Committee determines).
• (g) At any time before or after the point at which a Bonus Award (which is not a Cash Award) has vested but the underlying Just Retirement Shares have yet to be issued or transferred to the participant, the Remuneration Committee may decide to pay a participant a cash amount equal to the value of the Just Retirement Shares he would otherwise have received.

Other terms of the DSBP

• (h) Bonus Awards may only be granted within the 42 day period following the announcement of the Company's results for any period, or any day on which the Remuneration Committee determines that exceptional circumstances exist, unless the grant of awards is restricted, in which case awards will be granted within 21 days of the day on which the restriction on such grant is lifted.
• (i) Bonus Awards are not transferable (other than on death). No payment will be required for the grant of a Bonus Award. Bonus Awards will not form part of pensionable earnings.
• (j) The Remuneration Committee may determine either that a participant shall be paid on vesting a cash amount equal to the aggregate amount of the dividends paid on the number of vested Just Retirement Shares subject to his Bonus Award from the grant date until the date of vesting, or that the participant will receive additional Just Retirement Shares with an aggregate value equal to part or all of such amount.
• (k) Bonus Awards may be granted over newly issued Just Retirement Shares, Just Retirement Shares held in treasury or Just Retirement Shares purchased in the market.
• (l) The DSBP is subject to the following overall limits:

• (i) in any 10 year period, the number of Just Retirement Shares which may be issued under the DSBP and under any other discretionary share plan adopted by the Company may not exceed five per cent. of the issued ordinary share capital of the Company from time to time; and

• (ii) in any 10 year period, the number of Just Retirement Shares which may be issued under the DSBP and under any other employees' share plan adopted by the Company may not exceed 10 per cent. of the issued ordinary share capital of the Company from time to time.

• (m) Just Retirement Shares held in treasury will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies recommend otherwise.
• (n) Just Retirement Shares purchased in the market to satisfy any awards and the Just Retirement Shares issued as ''Free Shares'' under the SIP prior to Just Retirement's IPO will not count towards these limits.
• (o) If a participant ceases to be employed by the Just Retirement Group by reason of death, ill-health, injury, disability, redundancy, retirement with the consent of the Remuneration Committee (acting fairly and reasonably) or the sale of the entity that employs him out of the Just Retirement Group, a participant's unvested Bonus Award will usually vest in full upon such cessation.
• (p) If a participant ceases employment with the Just Retirement Group in any other circumstances, a Bonus Award will lapse unless there are exceptional circumstances such that the Remuneration Committee in its discretion determines that the Bonus Award should not lapse.
• (q) In the event of a takeover of the Company, Bonus Awards will vest in full.
• (r) Alternatively, the Remuneration Committee may permit or, in the case of an internal reorganisation or if the Just Retirement Board so determines, require Bonus Awards to be exchanged for equivalent awards which relate to shares in a different company.
• (s) If the Company is wound up, or if other corporate events occur such as a demerger, delisting, special dividend or other event which, in the opinion of the Remuneration Committee may affect the current or future value of Just Retirement Shares, Bonus Awards will vest in full.
• (t) In the event of a variation of the Company's share capital or a demerger, special dividend, rights issue or other event, which may, in the Remuneration Committee's opinion, affect the current or future value of Just Retirement Shares, the number of Just Retirement Shares subject to a Bonus Award may be adjusted.
• (u) The Remuneration Committee may amend the DSBP at any time, provided that prior approval of the Company's shareholders in a general meeting will be required for amendments to the advantage of participants relating to eligibility, plan limits, the basis for determining a participant's entitlement to, and the terms of, the Just Retirement Shares or cash comprised in a Bonus Award and any adjustment made in respect of a variation of capital.
• (v) However, any minor amendment to benefit administration, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Remuneration Committee without shareholder approval.
• (w) No amendment may be made to the material disadvantage of participants in the DSBP unless consent is sought from the affected participants and given by a majority of them.
• (x) The DSBP will usually terminate on the tenth anniversary of its adoption but the rights of existing participants will not be affected by any termination.
• (y) Participation in the DSBP does not form part of the terms of a participant's contract of employment and participants have no rights in respect of DSBP benefits.
• 9.5 SAYE
• (a) The SAYE is an ''all-employee'' share option plan, which was approved by HMRC under Schedule 3 to the Income Tax (Earnings and Pensions Act) 2003. The operation of the SAYE is supervised by the Remuneration Committee.

• (b) Under the SAYE, the Remuneration Committee may invite all eligible employees to apply for options over a number of Just Retirement Shares (''Options''). As part of the application process, employees must enter into a savings contract under which they agree to save up to £500 per month (or such other limit as may be permitted by the tax legislation governing the SAYE from time to time) for either three or five years (a ''Sharesave Contract''). Options must be granted on the same terms to all eligible employees.

• (c) The number of Just Retirement Shares over which an Option is granted will be determined by the Remuneration Committee at the grant date to reflect the amount that each employee has agreed to save under his Sharesave Contract. The exercise price for the Options will be set by the Remuneration Committee and will not be less than the higher of (i) (in the case of an Option to subscribe for Just Retirement Shares) the nominal value of a Just Retirement Share on the date of grant, and (ii) 80 per cent. of: (a) the market value of a Just Retirement Shares on the dealing day immediately before the invitation to apply for Options is issued, (b) if the Remuneration Committee so determines, the average of the market value of a Just Retirement Shares for the three dealing days immediately before the invitation to apply for Options is issued, or (c) the market value of a Just Retirement Share at such other date as the Remuneration Committee may agree with HMRC. Invitations may be sent in the 42 day period following: the day immediately following the announcement of the Company's results for any period; the day on which any change to the legislation affecting tax-qualifying savings-related share option plans is proposed or made; or when the Remuneration Committee determines that exceptional circumstances exist, unless the issue of invitations is restricted, in which case invitations may be issued within 42 days of that restriction being lifted. The employee uses the proceeds of his Sharesave Contract including any bonus payable under his Sharesave Contract to pay the exercise price upon exercise of his Option.

• (d) No Options may be granted more than 10 years after the date when the SAYE was approved by HMRC.
• (e) All employees of the Company and any designated participating subsidiary of the Company who are UK-resident taxpayers must be offered the opportunity to participate in the SAYE. Other employees may be permitted to participate at the Remuneration Committee's discretion. Employees invited to participate may be required to have completed a minimum qualifying period of service before they can participate (of up to five years).
• (f) Ordinarily, an Option may be exercised within six months of the maturity of the related Sharesave Contract. Earlier exercise is permitted if an employee ceases to be employed by the Just Retirement Group by reason of injury, disability, redundancy, the transfer of the employee's employing business or company out of the Just Retirement Group, retirement or on death.
• (g) In addition, an employee can also exercise his Option if he ceases to be employed by the Just Retirement Group more than three years after his Option was granted (except where he has been summarily dismissed) for six months following such cessation (for example, where the employee is saving under a five year Sharesave Contract and ceases to be employed by the Just Retirement Group more than three years after his related Option was granted).
• (h) If there is a change of control or a voluntary winding-up of the Company, Options may be exercised within a period of up to six months of the occurrence of that event, or any longer period required in the case of the employee's cessation of participation in certain good leaver circumstances. In the event of an internal reorganisation, Options may be replaced by equivalent options over shares in a new holding company.
• (i) In the event of a variation of the Company's share capital (whether by way of capitalisation or rights issue or sub-division or consolidation of the Just Retirement Shares or a share capital reduction), the number of Just Retirement Shares subject to an option and the exercise price may be adjusted by the Remuneration Committee.
• (j) Options granted under the SAYE are not transferable other than to a participant's personal representatives in the event of his death. Options will not form part of pensionable earnings.
• (k) The SAYE may operate over newly issued Just Retirement Shares, Just Retirement Shares held in treasury or Just Retirement Shares purchased in the market.
• (l) In any 10-year period, the number of Just Retirement Shares which may be issued in respect of Options granted under the SAYE and under any other employees' share plan adopted by the Company may not exceed 10 per cent. of the issued ordinary share capital of the Company from time to time.
• (m) Just Retirement Shares held in treasury will be treated as newly issued for the purpose of this limit until such time as guidelines published by institutional investor representative bodies recommend otherwise. Just Retirement Shares purchased in the market to satisfy awards and the Just Retirement

Shares issued as ''Free Shares'' under the SIP prior to Just Retirement's IPO will not count towards this limit.

• (n) The Remuneration Committee may amend the SAYE at any time, provided that the prior approval of the Company's shareholders in a general meeting will be required for amendments to the advantage of participants relating to eligibility, limits, the basis for determining a participant's entitlement to, and the terms of, the Just Retirement Shares provided under the SAYE and adjustments that may be made in the event of any variation to the share capital of the Company.
• (o) However, any minor amendment to benefit the administration of the SAYE, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Remuneration Committee without shareholder approval.
• (p) Participation in the SAYE does not form part of the terms of a participant's contract of employment and participants have no rights in respect of plan benefits.

9.6 SIP

• (a) The SIP is an ''all-employee'' share ownership plan, which was approved by HMRC under Schedule 2 to the Income Tax (Earnings and Pensions Act) 2003. The operation of the SIP is supervised by the Remuneration Committee.
• (b) All employees (including directors) of the Company and any designated participating subsidiary of the Company who are UK-resident taxpayers and, if the Remuneration Committee so determines, have such qualifying period of continuous service (not exceeding 18 months) as the Remuneration Committee may determine, are entitled to participate in the SIP. Other employees may be permitted to participate at the Remuneration Committee's discretion.
• (c) The Remuneration Committee may, in its discretion, operate the SIP by offering to eligible employees some or all of the following:
• an award of Just Retirement Shares for free (''Free Shares'');
• the opportunity of using their pre-tax salary to buy Just Retirement Shares (''Partner Shares''); and/or
• an award of additional free Just Retirement Shares (''Matching Shares'') for each Partner Share bought.
• (d) Unless approved by the Company at a general meeting, no SIP awards may be granted more than 10 years after the date on which the SIP was formally approved by HMRC, without approval of the Company's shareholders being obtained.
• (e) The maximum value of Free Shares which an eligible employee may receive in a tax year may not exceed £3,600 (or such other limit as may be permitted by the tax legislation governing the SIP from time to time). The basis of allocation of Free Shares is at the Remuneration Committee's discretion. The Remuneration Committee may determine whether or not Free Shares are awarded and the number or value of Free Shares awarded. Free Shares must be awarded on the basis of an objective formula by reference to the employee's remuneration, length of service or number of hours worked or a fixed number or value of shares. An award of Free Shares can, if the Remuneration Committee so chooses, be subject to the satisfaction of objective performance criteria which measure the objective success of the individual, team, division or business.
• (f) The SIP operates through a UK-resident trust (the ''SIP Trust''). The SIP Trust purchases or subscribes for Just Retirement Shares that are awarded to or purchased by employees under the SIP and holds the Just Retirement Shares subject to the SIP on behalf of participants.
• (g) When granting Free Shares or Matching Shares, the Remuneration Committee will specify a holding period (which must be between three and five years from the date of award) during which the employee cannot normally withdraw the Free Shares or Matching Shares from the SIP unless he ceases to be employed by the Just Retirement Group. The Free Shares or Matching Shares are held in trust by the SIP Trust for the specified holding period.
• (h) While Just Retirement Shares are held in trust by the SIP Trust on behalf of the employees and subject to the SIP rules, the employee will be the beneficial owner of the Just Retirement Shares and will be entitled to receive dividends (subject to any reinvestment in Dividend Shares described below)

and, through the SIP Trust, to vote and to participate in substantially the same way as other shareholders. Any Just Retirement Shares held in the SIP Trust will rank equally with Just Retirement Shares then in issue. An employee may leave his or her Just Retirement Shares in the SIP Trust until he ceases to be employed by the Just Retirement Group at which point he will be required to withdraw his Just Retirement Shares from the SIP Trust.

• (i) The Remuneration Committee can, at its discretion, provide that Free Shares will be forfeited if the employee ceases to be employed by the Just Retirement Group within a period of up to three years from the date of the award of such Free Shares, for any reason other than injury, disability, redundancy, the sale of the employee's employing business or company out of the Just Retirement Group, retirement or on death (''Permitted Reasons'').
• (j) The Remuneration Committee may allow eligible employees to use deductions from their pre-tax salary to buy Partner Shares. The maximum amount that an eligible employee can use to acquire Partner Shares is the lower of £1,800 and 10 per cent. of the individual's pre-tax salary in any tax year (or such other limit as may be permitted by the tax legislation governing the SIP from time to time). The minimum amount of any deduction cannot be greater than £10.
• (k) The salary allocated to acquire Partner Shares can be accumulated for a period of up to 12 months (the ''Accumulation Period'') or Partner Shares can be purchased out of deductions from the employee's pre-tax salary when those deductions are made. In either case, Partner Shares must be bought within 30 days of, as appropriate, the end of the Accumulation Period or the deduction from pay.
• (l) An employee may stop and start (or, with the agreement of the Company, vary) salary deductions at any time. Once acquired, Partner Shares are not capable of forfeiture and may be withdrawn from the SIP by the employee at any time (subject to the payment of any applicable income tax and national insurance contributions).
• (m) The Remuneration Committee may award Matching Shares for free to all employees who have purchased Partner Shares. The Remuneration Committee may award up to a maximum of two Matching Shares for every Partner Share purchased (or such other limit as may be permitted by the tax legislation governing the SIP from time to time).
• (n) The Remuneration Committee can, at its discretion, provide that if an employee withdraws his Partner Shares from the SIP within a period of up to three years after they were acquired (other than on a corporate event or where the employee ceases to be employed by the Just Retirement Group for a Permitted Reason) the corresponding Matching Shares will be forfeited.
• (o) The Remuneration Committee may allow or require an employee to reinvest cash dividends that may be paid on Just Retirement Shares held in the SIP in the acquisition of further Just Retirement Shares (''Dividend Shares'') and may impose a maximum value on the Dividend Shares that may be so acquired. Dividend Shares must be held for three years, unless the employee ceases to be employed by the Just Retirement Group. Once acquired, Dividend Shares are not capable of forfeiture and may be withdrawn from the SIP by the employee at any time (subject to the payment of any applicable income tax). Any dividends not reinvested in Dividend Shares will be distributed to the employee.
• (p) If there is a change of control of the Company, employees will normally be able to direct the trustee of the SIP Trust as to how to act in relation to their Just Retirement Shares held in the SIP. If the consideration payable for Just Retirement Shares under such transaction is in the form of shares which qualify under Schedule 2 to the Income (Earnings and Pensions) Act 2003, any Just Retirement Shares held by employees under the SIP may be replaced by equivalent shares in the acquiring company and may remain in the SIP. In all other circumstances, Just Retirement Shares (and the consideration payable for them) will be withdrawn from the SIP Trust.
• (q) In the event of a rights issue, participants will be able to direct the trustee of the SIP Trust as to how to act in respect of their Just Retirement Shares held in the SIP.
• (r) With the exception of Partner Shares, awards made under the SIP are not transferable during the holding period. Benefits received under the SIP are not pensionable.

• (s) The SIP Trust may subscribe for newly issued Just Retirement Shares, acquire Just Retirement Shares from treasury or purchase Just Retirement Shares in the market in order to satisfy awards made under the SIP.

• (t) In any 10 year period, the number of Just Retirement Shares which may be issued under the SIP and under any other employees' share plan adopted by the Company may not exceed 10 per cent. of the issued ordinary share capital of the Company from time to time.

• (u) Just Retirement Shares held in treasury will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies recommend otherwise. Just Retirement Shares purchased in the market to satisfy awards and the Just Retirement Shares issued as ''Free Shares'' under the SIP prior to Just Retirement's IPO will not count towards these limits.
• (v) The Remuneration Committee (with the consent of the trustees of the SIP Trust) may amend the SIP at any time, provided that the prior approval of the Company's shareholders in a general meeting will be required for amendments to the advantage of participants relating to eligibility, plan limits, the basis for determining a participant's entitlement to, and the terms of, the Just Retirement Shares provided under the SIP and the rights of participants on a winding-up of the Company.
• (w) However, any minor amendment to benefit the administration of the SIP, to take into account legislative changes, or to obtain or maintain favourable tax treatment, exchange control or regulatory treatment may be made by the Remuneration Committee without shareholder approval.
• (x) Participation in the SIP does not form part of the terms of a participant's contract of employment and participants have no rights in respect of SIP benefits.

9.7 Employee benefit trusts

• (a) Following Just Retirement's IPO in November 2013, a discretionary employee benefit trust (the ''EBT'') was set up and currently holds an aggregate of 448,069 Just Retirement Shares.
• (b) The EBT can acquire Just Retirement Shares either by market purchase or by subscription and the trustee shall be entitled to hold or distribute Just Retirement Shares in respect of awards granted under the Just Retirement Employee Share Plans. The EBT is funded by way of loans and other contributions from the Company and may not, at any time without prior shareholder approval, hold more than five per cent. of the issued ordinary share capital of the Company.
• (c) The Company has also established the SIP Trust which holds Just Retirement Shares for employees under the SIP.

9.8 JRSA Long-Term Incentive Scheme

• (a) The Company also operates the JRSA Long-Term Incentive Scheme (''SA LTIP''), in conjunction with JRSA, which was adopted by the Just Retirement Board on 24 June 2015. The Remuneration Committee will consider any recommendations of the JRSA remuneration committee (''JRSA Committee'') but will not be bound by them. The principal features of the SA LTIP are summarised below.
• (b) Any JRSA employee who is a founder, Deane Moore, Johann Swanepoel, Louise Ferreira, Anton Scharnick, Yvonne Williams, Marilene Joubert, Bjorn Ladewig, Jacques Theron, Ben Monyai, Stephen Bethke and Justine Wyatt (each, a ''Founder'' and together, the ''Founders'') must be invited and, at the discretion of the JRSA Committee, any other JRSA employee may be invited to participate in the SA LTIP, provided that they are an employee of JRSA on the invitation date, not under notice of termination or suspension and not a Director.
• (c) The first invitations were issued on 10 July 2015. Further invitations will be issued on or around 1 October 2015, 1 October 2016 and 1 October 2017 and at any other time approved by the JRSA Committee up to the expiry of the SA LTIP in 2021.
• (d) Awards made under the SA LTIP will be in the form of a unit over a notional cash pool (''Unit'') for which participants will need to pay an amount for each Unit as set out in the relevant invitation. This can be paid by way of a deduction from salary or bonus or, for the Founders only, by way of lapsed LTIP awards or waived bonuses. Part of the cost of a Unit may be paid by the Company. Notional interest may be charged/payable on the contributions.
• (e) The normal vesting dates for the Units will depend on when the Unit was granted and to whom. Certain Units granted to the Founders in 2015 will vest in equal proportions over four years. The rest

of the Units granted to the Founders and other employees in 2015 and 2016 will vest in full on one of 30 June 2018, 30 June 2019, 30 June 2020 or 30 June 2021, depending on the grant date.

• (f) On vesting of the Units, the Company will calculate the notional cash pool based on the value and performance of JRSA in accordance with the formula set out in the SA LTIP rules. The notional cash pool is based on the embedded value of JRSA as stated in Just Retirement's accounts, new business created by JRSA and any distributions made by JRSA to its shareholder. Based on the cash pool and taking account of any outstanding contributions from the participant or the Company, and any notional interest, the Company will then grant either a conditional right or a nil-cost option to acquire Just Retirement Shares to the relevant participant (''Share Award'') (together with the Units, ''SA LTIP Award'').
• (g) The Share Awards will normally vest in full immediately following the grant except for Share Awards granted in respect of Units that vest in 2021. These Share Awards will vest in full on 30 June 2022 unless the market value of the Just Retirement Shares under the Share Awards is more than 75 per cent. of the participant's annual base salary, in which case the Share Awards equal to 75 per cent. of the participant's annual base salary will vest on 30 June 2022 and the remainder will vest on the grant date. On vesting, options will usually be exercisable for five years from the grant date.
• (h) The Remuneration Committee may, in its absolute discretion, determine 1) at any time prior to the vesting of an SA LTIP Award to reduce (including to zero) the number of Units or Just Retirement Shares to which the Share Award relates or 2) at any time within one year of the SA LTIP Award vesting, that the participant must repay an amount if:
• (i) the participant is summarily dismissed from JRSA;
• (ii) the participant is found guilty of fraud or a serious criminal offence; or
• (iii) a loss is incurred due to financial or operating reporting or risk compliance or a material breach of statutory, regulatory or professional guidelines or standards and the participant is directly or indirectly responsible.
• (i) Awards are not transferable (other than on death) and will not form part of pensionable earnings.
• (j) Share Awards may only be satisfied by the transfer of existing Just Retirement Shares (other than the transfer of Just Retirement Shares held in treasury). Share Awards may not be satisfied by the issue of new Just Retirement Shares and/or by the transfer of Just Retirement Shares held in treasury.
• (k) The total number of Units granted cannot exceed 2,150 over the life of the SA LTIP.
• (l) If, immediately prior to the date when the value of the Units is assessed, or on an early vesting, there are unallocated Units, the Company has discretion to grant the unallocated Units as it sees fit. However, if the Company fails to make grants, the unallocated Units will automatically be granted to participants in proportion to their current holdings.
• (m) The maximum aggregate value of all vested SA LTIP Awards cannot exceed the lower of ZAR 2 billion and £45 million.
• (n) If a participant ceases to be employed by JRSA on or before 30 June 2021 by reason of death, ill-health, injury, disability, redundancy, retirement, the sale of the business in which he works out of JRSA, being transferred from JRSA to another member of the Just Retirement Group or, at the discretion of the JRSA Committee, any other exceptional circumstances (except summary dismissal) (''Good Leaver Reasons''), a participant's Units will vest in full on the date on which the participant ceases to be employed by JRSA and a Share Award will be granted. The JRSA Committee may decide to apply time pro-rating if the Good Leaver Reason is an exceptional circumstance.
• (o) If a participant ceases to be employed by JRSA after 30 June 2021 for a Good Leaver Reason, options will be exercisable until the earlier of the 30 June 2022 and the end of the normal exercise period. The participant shall still be granted a Share Award which they would have otherwise received if they had remained in employment which will vest on the normal vesting date.

• (p) If a participant ceases to be an employee of JRSA for any reason other than a Good Leaver Reason, then any SA LTIP Award held by the participant will immediately lapse. The JRSA Committee can decide whether it will pay an amount to the participant equal to their contribution to the SA LTIP.

• (q) On a sale of JRSA, a listing including JRSA or the Company not providing the capital agreed between the Company and JRSA where JRSA has achieved a certain level of performance before 30 June 2021, then all outstanding Units will normally vest in full but payment of Units may be deferred by up to one year at the Remuneration Committee's discretion.

• (r) If the Company is wound up, all Units will vest in full. If other corporate events occur such as a demerger, delisting or special dividend which affects the value of Just Retirement Shares or JRSA, the Remuneration Committee may, with the consent of the participants, determine that the Units vest in full. Otherwise, the Units will continue to exist as normal.
• (s) In the event of a takeover or winding up of the Company, any outstanding Share Awards granted as options shall be exercisable for one month from the date of the event unless an agreement is reached to exchange the Share Awards for equivalent awards.
• (t) In the event of a variation of the Company's share capital which affects the market price of the Just Retirement Shares to a material extent, the Remuneration Committee shall adjust the number of Just Retirement Shares under a Share Award on such basis as it considers appropriate.
• (u) The Remuneration Committee may amend the SA LTIP at any time, provided that the Founders and at least 50 per cent. of participants holding outstanding Units approve the amendment and other relevant participants are invited to indicate whether or not they approve.
• (v) Participation in the SA LTIP does not form part of the terms of a participant's contract of employment and participants have no rights in respect of SA LTIP benefits.

9.9 Outstanding options under the Just Retirement Employee Share Plans

Save as disclosed below, none of the share capital of any member of the Just Retirement Group is under option or agreed conditionally or unconditionally to be put under option.

Plans	Exercise price (£)	Number of options outstanding as at the Latest Practicable Date
SAYE 2014	1.21	3,494,534
SAYE 2015	1.28	759,357
LTIP	N/A	7,581,888
DSBP	N/A	447,916
Total	—	12,283,695

10. Principal subsidiaries of the Company

The Company is the principal operating and holding company of the Just Retirement Group. The principal subsidiaries and subsidiary undertakings of the Company are as follows:

Name	Class and percentage of ownership Country of incorporation interest and and registered office voting power		Field of activity
Just Retirement Group
Holdings Limited	England and Wales	100 per cent.	Intermediate holding company
Just Retirement (Holdings)
Limited	England and Wales	100 per cent.	Intermediate holding company
Just Retirement Limited	England and Wales	100 per cent.	Life assurance
Just Retirement Solutions
Limited	England and Wales	100 per cent.	Distribution
Just Retirement Management
Services Limited	England and Wales	100 per cent.	Management services
TOMAS Acquisitions Limited	England and Wales	100 per cent.	Intermediate holding company
The Open Market Annuity
Service Limited	Northern Ireland	100 per cent.	Software solutions
TOMAS Online Development
Limited	Northern Ireland	100 per cent.	Software development
Just Retirement (South Africa)
Holdings (PTY) Ltd	Republic of South Africa	100 per cent.	South African holding company
Just Retirement Life (South
Africa) Limited	Republic of South Africa	100 per cent.	Life assurance

11. Material Contracts and other offer-related arrangements of Just Retirement

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company or another member of the Just Retirement Group: (a) within the two years immediately preceding the date of this Prospectus which are, or may be, material to the Company or any member of the Just Retirement Group, or (b) at any time and which contain provisions under which the Company or any member of the Just Retirement Group has an obligation or entitlement which is, or may be, material to the Company or any member of the Just Retirement Group as at the date of this Prospectus:

11.1 Confidentiality and Standstill Agreement

• (a) The Company and Partnership Assurance have entered into the Confidentiality and Standstill Agreement pursuant to which each of the Company and Partnership Assurance has undertaken to keep certain information relating to the Proposed Merger and to the other party confidential and not to disclose such information to third parties, except to certain permitted disclosees for the purposes of evaluating the Proposed Merger or if required by applicable laws or regulations.
• (b) The confidentiality obligations of each party under this agreement will terminate on the earlier of (i) 26 April 2017 and (ii) the Effective Date.

11.2 Co-operation Agreement

• (a) The Company and Partnership Assurance have entered into a co-operation agreement dated 11 August 2015 with respect to the implementation of the Proposed Merger.

• (b) Just Retirement and Partnership Assurance have agreed to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made for the process of obtaining all regulatory clearances. Just Retirement and Partnership Assurance have also agreed to provide each other with reasonable information, assistance and access for the preparation of the key shareholder documentation. Just Retirement has also agreed to convene the Just Retirement General Meeting so that it is held on or around the same date as the Partnership Assurance Meetings.

• (c) Just Retirement is subject to certain customary restrictions on the conduct of its business during the period pending completion of the Proposed Merger, and which prohibit, inter alia: (a) the payment by Just Retirement of dividends (other than in the ordinary course and consistent with past practice and its published dividend policy) and (b) the allotment of further shares (or rights or options in respect of shares) (other than pursuant to the Capital Raise, its existing share incentive schemes, or in order to settle options or awards vesting under its existing incentive schemes).

• (d) The Co-operation Agreement records Just Retirement and Partnership Assurance's intention to implement the Proposed Merger by way of the Scheme. However, Just Retirement may implement the Proposed Merger by way of a Takeover Offer: (i) if Partnership Assurance consents; (ii) if the Partnership Assurance Directors withdraw or modify their unanimous and unconditional recommendation of the Scheme to the Partnership Assurance Shareholders; or (iii) if a third party announces a possible or firm intention to make an offer for the entire issued share capital of Partnership Assurance which is recommended by the Partnership Assurance Directors.
• (e) The Co-operation Agreement will terminate if: (i) agreed in writing between Just Retirement and Partnership Assurance; (ii) the CMA Pre-Condition or any Condition (which has not been waived) is invoked (with permission of the Panel); (iii) if the Scheme is not approved by Partnership Assurance Shareholders or the Court refuses to sanction the Scheme or grant the court order (unless Just Retirement has within five Business Days of such event elected to implement the Proposed Merger by way of a Takeover Offer); (iv) (save as the parties may otherwise agree in writing) the Proposed Merger is not implemented on or before the Long Stop Date; (v) an independent competing transaction becomes effective, becomes or is declared unconditional in all respects or is completed; or (vi) upon written notice from Just Retirement to Partnership Assurance in the event that the Partnership Assurance Board no longer unconditionally and unanimously recommends (or intends to recommend), or has adversely modified or qualified their recommendation (or intention to recommend) of, the Proposed Merger (or the Takeover Offer, as the case may be), or recommends (or intends to recommend) an independent competing transaction.
• (f) The Co-operation Agreement also contains provisions that will apply in respect of the Partnership Assurance Employee Share Plans and certain other employee incentive arrangements. Under the provisions, it is intended that 40 per cent. of the Partnership Assurance LTIP awards granted in 2014 will become exercisable on the date of the Scheme Court Hearing to the extent that they vest in accordance with the plan rules, with the remaining 60 per cent. being exchanged for equivalent awards over Just Retirement Shares, vesting on the earlier of 31 December 2016 and the date on which a participant becomes a good leaver. In relation to the awards under the Partnership Assurance LTIP, which were granted in 2015, the award will be exchanged for an equivalent award over Just Retirement Shares. 20 per cent. of that award will vest on the earlier of 31 December 2016 and the date on which the participant becomes a good leaver, and the remaining 80 per cent. of the award will vest on the third anniversary of grant of the 2015 award, subject to a performance condition appropriate for the Combined Group. Awards under Partnership Assurance Deferred Share Bonus Plan (the ''Partnership Assurance Deferred Share Bonus Plan'') will vest in full and become exercisable for a period of one month from the date of the Scheme Court Hearing. Participants in the Partnership Assurance Save As You Earn Share Option Plan (the ''Partnership Assurance SAYE'') will be offered the choice of rolling over their options into equivalent options over Just Retirement Shares or the options vesting on the date of the Scheme Court Hearing and being exercisable for a period of six months. Full details of these arrangements will be set out in the Scheme Document.

11.3 Confidentiality and Joint Defence Agreement

Just Retirement, Partnership Assurance, Clifford Chance LLP and Freshfields Bruckhaus Deringer LLP have entered into the Confidentiality and Joint Defence Agreement, which governs how confidential, sensitive and/or privileged information can be disclosed, used or shared for the purpose of preparing submissions to the CMA and the PRA.

11.4 Avallux Relationship Agreement

(a) On 12 November 2013, the Company and Avallux entered into the Avallux Relationship Agreement. The principal purpose of the Avallux Relationship Agreement is to ensure that the Company and its subsidiaries are capable of carrying on their business independently of Avallux, that transactions and relationships with Avallux (including any transactions and relationships with any member of the Just Retirement Group) are at arm's length and on normal commercial terms, and that the goodwill, reputation and commercial interests of the Company are maintained. The Avallux Relationship Agreement will continue for so long as (a) the Just Retirement Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities and (b) Avallux together with its associates are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company.

• (b) Under the Avallux Relationship Agreement, Avallux undertakes:
• (i) to refrain from and to procure that its associates refrain from:
  • (A) doing any act that would have the effect of preventing the Company from carrying on an independent business or preventing the Company from complying with its obligations under the Listing Rules; and
  • (B) entering into any transaction or relationship with any member of the Just Retirement Group which is not conducted at arm's length and on normal commercial terms;
• (ii) to exercise all of its voting rights so as to ensure that at least half the Just Retirement Board, excluding the Chairman, will consist of independent directors, as defined in the UK Corporate Governance Code, for so long as Avallux together with its associates is entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company;
• (iii) to provide the Company with information it requires in connection with its obligations under the Listing Rules;
• (iv) to keep confidential and not use for their own benefit any confidential information relating to the Company or the Just Retirement Group; and
• (v) to exercise its voting rights to procure, inter alia, that the Company and its subsidiaries are capable at all times of carrying on their business independently of Avallux and/or its associates, that all transactions entered into between Avallux and/or its associates, on the one hand, and the Company, on the other hand, are made on an arm's length basis and on normal commercial terms, that no variations are made to the Articles which would be contrary to the Company's independence from Avallux and/or its associates, and that the independence of the Just Retirement Board is maintained.
• (c) Under the Avallux Relationship Agreement, Avallux is entitled to appoint one Non-Executive Director as a Director for so long as it and its associates are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of the Company. James Fraser is the nominated principal shareholder Director in this respect, and is therefore considered non-independent within the meaning of the UK Corporate Governance Code.
• (d) The Directors believe that the terms of the Avallux Relationship Agreement, as described above, enable the Just Retirement Group to carry on its business independently of Avallux and/or its associates and ensure that all transactions and relationships between the Company and/or the members of the Just Retirement Group, on the one hand, and Avallux and/or its associates, on the other hand, are, and will be, on arm's length terms and on a normal commercial basis.

11.5 Cinven Relationship Agreement

On 11 August 2015, Just Retirement and the Cinven Entities entered into the Cinven Relationship Agreement which will, following completion of the Proposed Merger, regulate the ongoing relationship between Just Retirement and the Cinven Entities.

Under the Cinven Relationship Agreement, the Cinven Entities undertake, inter alia:

(a) to exercise all of their powers to ensure that the Just Retirement Group is able to operate and make decisions independently of the Cinven Entities and not take any action which inhibits the Just Retirement Group from carrying on an independent business as its main activity;

• (b) to conduct all transactions and relationships with the Just Retirement Group at arm's length terms and on normal commercial terms;
• (c) to procure that the business and affairs of the Just Retirement Group are conducted in accordance with the Just Retirement articles and all applicable laws and independently of the Cinven Entities and not to exercise any of their voting or other rights to procure any amendment to the Just Retirement articles which would be inconsistent with the Just Retirement Group or the ability of the Just Retirement Group to carry on its business independently;
• (d) to ensure that the Cinven Entities comply with all provisions of the Listing Rules, the Disclosure and Transparency Rules, the requirements of the London Stock Exchange and the FSMA that apply to it in connection with Just Retirement and do not take any action that would have the effect of preventing Just Retirement from complying with its obligations under the Listing Rules, the Disclosure and Transparency Rules, the requirements of the London Stock Exchange or the FSMA;
• (e) not to influence the day-to-day running of Just Retirement at an operational level or hold or acquire a material shareholding in one or more material subsidiaries;
• (f) to abstain from voting on any resolution to approve a ''related party transaction'' under the Listing Rules involving the Cinven Entities;
• (g) not to propose a shareholder resolution which is intended to circumvent the proper application of the Listing Rules, or cause or authorise to be done anything which would prejudice either Just Retirement's listing on the premium segment of the Official List or its suitability for such listing;
• (h) to exercise all of their voting rights so as to ensure that at least half the Just Retirement Board, excluding the Chairman, will consist of independent directors, as defined in the UK Corporate Governance Code; and
• (i) to keep confidential and not use for their own benefit any confidential information relating to the Just Retirement Group.

Under the Cinven Relationship Agreement, the Cinven Entities are entitled to appoint one non-executive director to the JRP Group Board for so long as the Cinven Entities (together with their associates) are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Just Retirement.

The Cinven Relationship Agreement will continue for so long as: (i) Just Retirement Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities; and (ii) the Cinven Entities together with their associates are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Just Retirement.

11.6 Standby Underwriting Letter

On 11 August 2015, the Company and the Underwriter entered into a standby underwriting letter (the ''Standby Underwriting Letter''). Pursuant to the terms of the Standby Underwriting Letter, Barclays agreed to arrange a capital raising for the Company (the ''Equity Raising'') and, subject to certain undertakings and conditions, underwrite in full the Equity Raising up to £150 million (the ''Committed Amount'') at an issue price at or above 10 pence per Just Retirement Share. Furthermore, Barclays irrevocably undertook, subject to certain terms and conditions, to enter into an underwriting agreement (an ''Equity Underwriting Agreement'') following the completion of pre-marketing and no later than immediately prior to the launch of the Equity Raising on terms set out in the Standby Underwriting Letter or otherwise on terms customary for equity raisings such as the Equity Raising as negotiated between the Company and Barclays acting reasonably and in good faith.

In consideration of its commitment under the Standby Underwriting Letter the Company agreed to pay to Barclays: (a) a weekly commitment fee equal to 0.035 per cent. of the Committed Amount for each week (or part thereof) from 11 August 2015 until the earlier of: (i) the termination of the Standby Underwriting Letter; or (ii) the date of entry into an Equity Underwriting Agreement, provided always that the fee payable under (a) shall not exceed 1.0 per cent. of the Committed Amount; and (b) on completion of the Capital Raising an underwriting commission equal to: (i) 2.0 per cent. (if the Equity Raising requires the publication of a prospectus); or (ii) 1.5 per cent. (if the Equity Raising does not require the publication of a prospectus), of the gross amount underwritten by the Underwriter under the Equity Raising provided

always that the fee payable under (b) shall not represent less than one-third of the aggregate underwriting commissions payable by the Company.

The Standby Underwriting Letter terminated on 25 September 2015 when the Company and Barclays entered into the Placing Agreement (described in paragraph 11.9 of this Part 16 ''Additional Information'').

11.7 Lock-up Agreement

On 11 August 2015, Avallux, the Cinven Funds and Barclays entered into the Lock-up Agreement pursuant to which Avallux and the Cinven Funds each agreed that they will not, without Barclays' consent, dispose of any Just Retirement Shares or, following the completion of the Proposed Merger, JRP Group Shares at any time during the lock-up period (subject to certain customary carve-outs). The Lock-up Agreement is conditional upon and shall come into force upon the Effective Date, and the lock-up period continues until the later of (i) 30 calendar days following the Effective Date and (ii) 90 calendar days following Admission of the Conditional Placed Shares and the Open Offer Shares.

11.8 Sell-down Agreement

On 11 August 2015, Avallux and the Cinven Funds entered into the Sell-down Agreement pursuant to which Avallux and the Cinven Funds each agreed that that they will not dispose of any Just Retirement Shares without first offering each other the right to elect to participate in the proposed disposal at the same price and on the same terms and conditions, in the respective ratio 60:40. The Sell-down Agreement is conditional upon and shall come into force upon the Effective Date. The Sell-down Agreement terminates if either Avallux or the Cinven Funds cease to hold or control, in aggregate, five per cent. or more of the Just Retirement Shares or votes able to be cast at general meetings of Just Retirement.

11.9 Placing Agreement

On 25 September 2015, the Company, and the Underwriters (among others) entered into a sponsor and placing and open offer agreement (the ''Placing Agreement'').

Pursuant to the terms of the Placing Agreement, the Underwriters have severally agreed to use reasonable endeavours to procure Conditional Placees for the Conditional Placed Shares at the Offer Price on the basis that the obligations of the Conditional Placees to subscribe for the Conditional Placed Shares shall be subject to clawback to the extent they are validly subscribed for and taken up by Qualifying Shareholders pursuant to the Open Offer. To the extent that Conditional Placees are not procured for the Conditional Placed Shares, or in the event of any default by any Conditional Placee in taking up the Conditional Placed Shares allocated to it, the Underwriters have severally agreed to take up such Conditional Placed Shares in their agreed proportions.

In consideration of the Underwriters' services under the Placing Agreement, the Company has agreed to pay a commission equal to 2.75 per cent. of the amount which is equal to the Offer Price multiplied by the number of Conditional Placed Shares and Open Offer Shares issued pursuant to the Placing and Open Offer. In addition, whether or not the Underwriters' obligations under the Placing Agreement become unconditional in all respects or the Placing Agreement is terminated, the Company has agreed to pay all fees, expenses, disbursements and other costs of or incidental to the Placing and Open Offer, the Placing Agreement and Admission, including, but not limited to, the Underwriters' legal fees and other out of pocket expenses, all accountancy and other professional fees, fees payable to CREST, the London Stock Exchange and the FCA, advertising, printing and distribution costs, costs and expenses of any roadshow or pre-deal investor education and all stamp duty and SDRT (if any) and other similar duties and taxes.

The Company has given certain customary representations, warranties and undertakings to the Underwriters including, inter alia, warranties in relation to the business of the Company and the Combined Group, compliance by the Company and the Combined Group with all applicable laws and regulations of the United Kingdom and all relevant foreign countries, the accounting records of the Company, the accuracy of the information contained in this Prospectus and the accuracy of information publicly disclosed by the Company prior to the date of the Placing Agreement. The Company has also agreed to indemnify and hold harmless each Underwriter (and each of its affiliates, subsidiaries and all directors, officers, employees, advisers and agents of such affiliates and subsidiaries) for any losses or claims that are suffered or incurred by it or which arise in connection with Admission, the Placing and Open Offer or otherwise in connection with the Placing Agreement.

The Underwriters' obligations under the Placing Agreement are conditional on certain customary conditions, including, among others:

• (a) the warranties and undertakings on the part of the Company in the Placing Agreement being true, accurate and not misleading in any respect on the date of the Placing Agreement, each time a supplementary prospectus is published, at the time a placing letter is entered into and immediately before Admission (other than where the effect of such representation, warranties and undertakings ceasing to be true, accurate and not misleading is not, in the good faith opinion of the Underwriters, material in the context of the Placing and Open Offer or the underwriting or Admission of the Conditional Placed Shares and Open Offer Shares);
• (b) compliance by the Company with its obligations under the Placing Agreement (other than where failure to comply with such obligations is not, in the good faith opinion of Underwriters, material in the context of the Placing and Open Offer or the underwriting or Admission of the Conditional Placed Shares and Open Offer Shares);
• (c) this Prospectus having been filed, published and made available in the manner specified in the Prospectus Rules by no later than 7.00 p.m. on 28 September 2015 (or such later time and/or date as may be agreed between the Company and the Underwriters); and
• (d) Admission of the Conditional Placed Shares and the Open Offer Shares becoming effective by no later than 8.00 a.m. on 16 October 2015 (or such later time and/or date as the Underwriters and the Company may agree in writing, being not later than 8.00 a.m. on 30 October 2015).

If any of the conditions to the Placing Agreement are not fulfilled or, where permitted, waived by the Underwriters by the time and date specified within the Placing Agreement (or such later time and/or date as agreed in writing) the obligations of the parties under the Placing Agreement shall cease and terminate (save that certain provisions survive) provided that, where practicable, the Underwriters (acting reasonably and in good faith) have consulted with the Company before doing so.

In addition, the Underwriters may at any time prior to Admission and by notice to the Company terminate the Placing Agreement in certain circumstances, including, but not limited to, where the Company has in the good faith opinion of the Underwriters, materially breached any of its obligations under the Placing Agreement, or where any of the warranties on the part of the Company if repeated at any time prior to Admission would be untrue, inaccurate or misleading (other than where the effect of such warranties ceasing to be true, accurate and not misleading is not, in the good faith opinion of the Underwriters, material in the context of the Placing and Open Offer or the underwriting or Admission of the Conditional Placed Shares and Open Offer Shares), or there has in the good faith opinion of the Underwriters, occurred a material adverse change or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition of the Company (and following the completion of the Proposed Merger, the Combined Group).

The Company will not, from the date of the Placing Agreement to the date falling 180 days from the receipt of the net proceeds of the Capital Raise without the prior written consent of the Underwriters, directly or indirectly, issue, offer, sell, contract to sell, pledge or otherwise dispose of (or publicly announce any such issuance, offer, sale or disposal of) any Just Retirement Shares or securities convertible or exchangeable into or exercisable for Just Retirement Shares or warrants or other rights to purchase Just Retirement Shares or any security or financial product whose value is determined directly or indirectly by reference to the price of the underlying securities, including equity swaps, forward sales and options, except:

• (a) the issue of the Conditional Placed Shares and the Open Offer Shares pursuant to the Placing and Open Offer;
• (b) issuances of Just Retirement Shares pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options, in each case outstanding on the date of the Placing Agreement and disclosed in any document published or made available pursuant to its obligations under the Disclosure and Transparency Rules, the Listing Rules or the Prospectus Rules;
• (c) the issue of Consideration Shares in connection with the Proposed Merger; and
• (d) the issue of Just Retirement Shares pursuant to any capital raising required by the PRA.

11.10 Reinsurance treaties

• (a) Hannover Re
• (i) Reinsurance Treaty

On 20 September 2012, JRL entered into an English-law governed reinsurance treaty (the ''Hannover Re Treaty'') with Hannover Re, as amended on 16 October 2013 and 22 December 2014, in relation to JRL's individual annuity policies written from 1 July 2004 to 31 December 2015 and underwritten using the JR Merica underwriting system. Under the Hannover Re Treaty, Hannover Re agrees to reinsure 46.2 per cent. of JRL's qualifying annuity new business, based on a reinsured share of 70 per cent. of the 66 per cent. total portion of JRL's qualifying annuity new business collectively reinsured by Hannover Re and Reinsurance Group of America from 1 July 2012. From 31 December 2014, Hannover Re agrees to reinsure a 21 per cent. share of JRL's qualifying annuity new business. The amount of annuity payments for which Hannover Re is liable is subject to a reinsurance capacity limit of £1,750 million of reinsurance premiums ceded from 1 July 2012 to 31 December 2015.

At the end of each quarter, (i) JRL is obligated to pay a reinsurance premium to Hannover Re that is, depending on a variable financing rate determined each quarter, between 97 and 100 per cent. of Hannover Re's reinsured share of the present value of JRL's liabilities under annuities written in that quarter; and (ii) Hannover Re is obligated to deposit with JRL an amount equal to 100 per cent. of its share of the present value of all liabilities reinsured. This leaves a balance the (''deficit account'') owing from JRL to Hannover Re on which Hannover Re earns interest and which is repaid by JRL over time, subject to the availability of statutory surplus out of which repayments can be made.

Provided the deficit account for an underwriting year and all previous underwriting years has been repaid, JRL has the option to recapture the business reinsured for these underwriting years, the effect of which is that if mortality is more favourable than anticipated, JRL will retain the benefit of that favourable experience from the date of the recapture.

Either party may terminate the Hannover Re Treaty immediately by giving the other party notice (''immediate termination''), if, inter alia:

• there is an un-remedied material breach by the other party;
• there is insolvency of the other party (or loss of authority to transact any class of insurance);
• there are armed hostilities or occupation within the country of the other party; or
• performance of the Hannover Re Treaty is rendered legally impossible.

The Hannover Re Treaty may be immediately terminated by Hannover Re if there is any material change in the ownership, management or control of JRL, its parent or ultimate parent.

Hannover Re has confirmed that Admission of the Consideration Shares will not give rise to a right to terminate the Hannover Re Treaty on the grounds of a material change in the ownership, management or control of JRL.

If immediate termination occurs on any of the grounds above, the Hannover Re Treaty is terminated in respect of new business and the terminating party may exercise an option either to continue the Hannover Re Treaty in respect of business already written, or to require recapture of that business, which has the effect of also withdrawing the reinsurance in respect of past business. In these circumstances, recapture may be unfavourable to JRL, depending on the mortality experience in respect of the business recaptured. However, repayment of any outstanding financing will still be contingent on emerging surpluses, even after full recapture.

The Hannover Re Treaty contains a number of restrictions on JRL. For example, without the consent of Hannover Re (not to be unreasonably withheld), JRL cannot enter into certain acquisitions or disposals; make a profit distribution that exceeds a profit distribution headroom calculated within three months of the distribution; or enter into any other reinsurance treaties of a financing nature aside from JRL's existing reassurance treaties with Achmea Re and Reinsurance Group of America, described in paragraphs 11.7(b) and 11.7(c) of this Part 16 ''Additional Information''. Consent has also recently been given to the treaty described in paragraph 11.7(d) of this Part 16 ''Additional Information''.

(ii) Hannover Re Co-operation Agreement

JRL also has a German-law governed co-operation agreement (the ''Hannover Re Co-operation Agreement'') with Hannover Re that is co-terminus with the Hannover Re Treaty. Under the Co-operation Agreement, Hannover Re consents to JRL's use of JR Merica, an automated underwriting system that incorporates Hannover Re's medical dictionary for the purpose of underwriting JRL's annuity policies.

Under the agreement, JRL may also use the automated underwriting system for assessing applications for its fixed LTM product. Hannover Re may unilaterally cancel this right on one month's notice for any reason.

Annual licence fees for the software for the automated underwriting system are payable to Infexpert, the licensor of the software. The amount of these fees is specified in a separate licence agreement detailed in paragraph 11.11 of this Part 16 ''Additional Information''.

Hannover Re excludes liability for errors in the system and for its fitness for purpose; instead Infexpert is responsible for any software related problems under the terms of the software licence.

JRL has the non-exclusive right to continue using the automated underwriting system for a run-off period following termination of the Hannover Re Treaty, Co-operation Agreement and Infexpert software licence. The circumstances in which these are terminated determines the length of such run-off period, as follows:

• a six month run-off period from the date of giving notice of termination will apply if JRL terminates the Hannover Re Treaty or Co-operation Agreement in accordance with the new business cancellation provisions described in paragraph 11.7(a)(ii) of this Part 16 ''Additional Information'';
• a three month run-off period from the date of giving notice of termination will apply if Hannover Re terminates the Hannover Re Treaty or Co-operation Agreement in accordance with the new business cancellation provisions described in paragraph 11.7(a)(i) of this Part 16 ''Additional Information''; or
• a three-month run-off period from the date of termination will apply if JRL or Hannover Re terminates the Hannover Re Treaty or Co-operation Agreement in accordance with the immediate termination provisions described in paragraph 11.7(a)(i) of this Part 16 ''Additional Information''.
• (b) Reinsurance Group of America
• (i) RGA International Lead Reinsurance Treaty

On 19 June 2013, JRL entered into an English-law governed reinsurance treaty (the ''RGA Lead Treaty''), as amended on 26 September 2013, 1 January 2014, 23 July 2014 and 30 June 2015, with RGA International acting as lead reinsurer and RGA Americas acting as following reinsurer in relation to JRL's annuity policies written from 1 July 2012 to 31 December 2014 and underwritten using the JR Merica underwriting system. Under the RGA Lead Treaty, RGA International agrees to reinsure 0.99 per cent. of JRL's qualifying annuity new business.

At the end of each quarter, (i) JRL is obligated to pay a reinsurance premium to RGA International that, from 1 July 2012 to 31 December 2013, is equal to 95.5 per cent. of RGA International's reinsured share of the present value of JRL's liabilities under annuities written in that quarter and, from 1 January 2014, is, depending on a variable financing rate determined each quarter, between 95.5 and 100 per cent. of RGA International's reinsured share of the present value of JRL's liabilities under annuities written in that quarter; and (ii) RGA International is obligated to deposit with JRL an amount equal to 100 per cent. of its share of the present value of all liabilities reinsured. This leaves a balance (the ''deficit account'') owing from JRL to RGA International on which RGA International earns interest and which is repaid by JRL over time, subject to the availability of statutory surplus out of which repayments can be made.

Provided the deficit account for an underwriting year and all previous underwriting years has been repaid, JRL has the option to recapture the business reinsured for these underwriting years, the effect of which is that if mortality is more favourable than anticipated, JRL will retain the benefit of that favourable experience from the date of the recapture.

The RGA Lead Treaty was closed to new business with effect from the end of the accounting period ending 31 December 2014 pursuant to a letter from RGA International to JRL dated 29 September 2014. During 2014, the amount of financing on new business was capped such that there was no increase in the aggregate deficit account.

The RGA Lead Treaty may be terminated immediately on the following grounds, among others:

• by RGA International if there is any fraudulent conduct by JRL in relation to the RGA Lead Treaty, including any material misrepresentations about a state of affairs material to the RGA Lead Treaty known to JRL at or before the time the RGA Lead Treaty was entered into;
• by RGA International in the event JRL fails to pay reinsurance premiums within 30 days notice of non-payment;
• by RGA International if the Hannover Re Treaty is terminated or recaptured;
• by RGA International in the event of transfer by JRL of the whole or part of its business;
• by either party if there is an un-remedied material breach by the other party;
• by either party if there is insolvency of the other party (or loss of authority to transact any class of insurance);
• by either party if there are armed hostilities or occupation within the country of the other party; or
• by either party if performance of the RGA Lead Treaty is rendered legally impossible.

Subject to certain conditions being met, RGA International has confirmed that Admission of the Consideration Shares will not give rise to a right to terminate the RGA Lead Treaty on the grounds of a material change in the ownership, management or control of JRL.

If immediate termination occurs on any of the grounds above, the RGA Lead Treaty is terminated in respect of new business and the terminating party may exercise an option either to continue the RGA Lead Treaty in respect of business already written, or to require recapture of that business, which has the effect of also withdrawing the reinsurance in respect of past business. In these circumstances, recapture may be unfavourable to JRL, depending on the mortality experience in respect of the business recaptured.

The RGA Lead Treaty contains a number of restrictions on JRL, so that, for example, without the consent of RGA International (not to be unreasonably withheld), JRL cannot enter into certain acquisitions or disposals, nor make a profit distribution that exceeds a profit distribution headroom calculated within three months of the distribution.

Under the RGA Lead Treaty, RGA International agrees to act as the lead reinsurer with respect to the RGA Lead Treaty and the RGA Following Treaty detailed in this paragraph 11.7(b)(i) of this Part 16 ''Additional Information''. As the lead reinsurer, RGA International acts as the point of communication between RGA International and RGA Americas, but RGA International shall not be required to make any required payments on behalf of RGA Americas and incurs no additional liability if RGA Americas fails to make its required payments.

(ii) RGA Americas Following Reinsurance Treaty

On 19 June 2013, JRL entered into an English-law governed reinsurance treaty (the ''RGA Following Treaty''), as amended on 26 September 2013, 1 January 2014, 23 July 2014 and 30 June 2015 with RGA Americas acting as following reinsurer and RGA International acting as lead reinsurer in relation to JRL's annuity policies written from 1 July 2012 to 31 December 2014 and underwritten using the JR Merica underwriting system. The RGA Following Treaty was closed to new business with effect from the end of the accounting period ending 31 December 2014 pursuant to a letter from RGA Americas to JRL dated 29 September 2014. The terms of the RGA Following Treaty are substantially similar to those of the RGA Lead Treaty, detailed at paragraph 11.7(b)(i) of this Part 16 ''Additional Information'', save that RGA Americas agrees to reinsure 18.81 per cent. of JRL's qualifying annuity new business, representing 28.5 per cent. of the 66 per cent. reinsured portion.

• (c) Achmea Re
• (i) Reinsurance Treaty

On 1 December 2005, JRL entered into an English-law governed reinsurance treaty with Achmea Re, formerly known as Eureko Reinsurance Ireland Limited and Interpolis Reinsurance Services Limited, amended by subsequent addendums, most recently by Addendum 8 executed on 31 May 2013 (together, the ''Achmea Re Treaty''), in relation to JRL's annuity policies written from 1 July 2004 to 30 June 2012. The Achmea Re Treaty was novated to Achmea Reinsurance Company N.V. with effect from 1 January 2013. Under the Achmea Re Treaty, Achmea Re agreed to reinsure 19.8 per cent. of JRL's qualifying annuity new business, based on a reinsured share of 30 per cent. of the 66 per cent. total portion of JRL's qualifying annuity new business collectively reinsured by Hannover Re and Achmea Re.

At the end of each quarter, (i) JRL is obligated to pay a reinsurance premium to Achmea Re that is equal to 95.5 per cent. of Achmea Re's reinsured share of the present value of JRL's liabilities under annuities written in that quarter; and (ii) Achmea Re is obligated to deposit with JRL an amount equal to 100 per cent. of its share of the present value of all liabilities reinsured. This leaves a balance (the ''deficit account'') owing from JRL to Achmea Re on which Achmea Re earns interest and which is repaid by JRL over time, subject to the availability of statutory surplus out of which repayments can be made.

Provided the deficit account for an underwriting year and all previous underwriting years has been repaid, JRL has the option to recapture the business reinsured for these underwriting years, the effect of which is that if mortality is more favourable than anticipated, JRL will retain the benefit of that favourable experience from the date of the recapture.

The Achmea Re Treaty was open to new business from 1 July 2004 to 30 June 2012.

Either party may terminate the Achmea Re Treaty immediately by giving the other party notice, if, inter alia:

• there is any material change in the ownership, management or control of the other party;
• there is an un-remedied material breach by the other party;
• there is insolvency of the other party (or loss of authority to transact any class of insurance);
• there are armed hostilities or occupation within the country of the other party; or
• performance of the Achmea Re Treaty is rendered legally impossible.

If immediate termination occurs on any of the grounds above, the terminating party may exercise an option either to continue the Achmea Re Treaty in respect of business already written, or to require recapture of that business, which has the effect of also withdrawing the reinsurance in respect of past business. In these circumstances, recapture may be unfavourable to JRL, depending on the mortality experience in respect of the business recaptured. However, repayment of any outstanding financing will still be contingent on emerging surpluses, even after full recapture.

The Achmea Re Treaty contains a number of restrictions on JRL. For example, without the consent of Achmea Re (not to be unreasonably withheld), JRL cannot enter into certain acquisitions or disposals, nor make a profit distribution that exceeds a profit distribution headroom calculated within three months of the distribution.

• (d) Nomura Reinsurance 5IC Limited
• (i) Reassurance Treaty

On 24 September 2015, JRL entered into an English-law governed reassurance agreement with an effective date of 1 January 2015 (''Nomura Agreement''), with Nomura Reinsurance 5IC Limited (''Nomura Reinsurance'') as reassurer in relation to 28.4 per cent. of JRL's liability on all annuity payments and lump sums payable on death under the reassured policies. JRL has the option to elect to recapture the reassured policies ceded under the Nomura Agreement, in which case Nomura Reinsurance's share will be reduced to 0 per cent. in respect of those reassured policies after the recapture is effected.

The policies reassured by Nomura Reinsurance under the Nomura Agreement are comprised of GIfLs written by JRL and allocated to the underwriting years commencing on 1 July each year from 1 July 2009 to 1 July 2014 (both inclusive). DB business written by JRL is not within the reassurance scope of the Nomura Agreement.

Either party may terminate the Nomura Agreement by giving the other party written notice on the occurrence of the following events:

• the performance of the whole or any part of the Nomura Agreement has been prohibited or rendered impossible in consequence of any law or regulation, in which case the terminating party shall give not less than 10 business days' written notice;
• the other party has materially failed to comply with any of the terms and conditions of the Nomura Agreement and following notice by the other party of such breach has failed to remedy such breach within 30 days of such notice; or
• an insolvency event occurs, authority to transact any class of insurance business has been withdrawn or the other party has lost the whole or part of its paid up capital resulting in its liabilities exceeding its assets, in which case the terminating party may give immediate notice of termination.

JRL may terminate the Nomura Agreement by giving Nomura Reinsurance written notice on the occurrence of the following events:

• if Nomura Reinsurance made a representation as to the existence at or before the time the Nomura Agreement was entered into of a state of affairs which is material to JRL's decision to enter into the Nomura Agreement which is discovered to be false; or
• if HMRC (or any other relevant tax authority) determines finally that JRL is required to make a tax deduction from sums other than the interest amount determined pursuant to the deficit account interest.

Nomura Reinsurance may terminate the Nomura Agreement by giving Nomura Reinsurance written notice on the occurrence of the following events:

• where JRL has breached covenants given as to, inter alia:
• notification of any contractual arrangements entered into which may materially impact its ability to fulfil obligations under the Nomura Agreement;
• not making a profit distribution without Nomura Reinsurance's consent if there is any amount due to the reinsurer not paid or carried forward;
• not knowingly and to any material extent engaging in any business other than long-term insurance business or the activity of entering into regulated mortgage contracts as lender;
• not, without the prior written consent of Nomura Reinsurance, transferring, selling, disposing of creating or permitting to exist any security interest (as defined) on or affecting (i) its rights under the Nomura Agreement or the reassured policies written by JRL, (ii) the assets held for the purpose of matching the liabilities in respect of the reassured policies, (iii) all or any part of any current or future available amounts (as defined);
• not amending the terms of any reassured policies so as to give rise to a material increase in the financial exposure of Nomura Reinsurance under the Nomura Agreement or in a manner which could adversely impact the emergence of all or any part of any current or future available amounts (as defined);
• not, without the prior written consent of Nomura Reinsurance, such consent not to be unreasonably withheld or delayed, make any material change to the nature of the business from time to time; or
• not, without the prior written consent of Nomura Reinsurance, such consent not to be unreasonably withheld, JRL will make any acquisition of a controlling interest in, or merge with a body corporate or of any business or dispose of any asset or all or any part of its business.

11.11 Software license agreement

JRL has a Swiss-law governed software license agreement with Infexpert that is co-terminus with the Co-operation Agreement and, as a result, the Hannover Re Treaty. Under the software license agreement, Infexpert grants to JRL a non-exclusive, non-transferable license to use JR Merica.

Under the agreement, JRL is obliged to pay an annual renewal license fee to Infexpert which is due on 1 January of each year. Infexpert is obliged to use its reasonable efforts to correct or have corrected any errors, defects or malfunctions with the software and application as soon as practicable after being notified of such error by JRL. However, Infexpert disclaims responsibility for the medical dictionary and the underwriting decisions produced by JR Merica, which remain the responsibility of Hannover Re.

In addition to termination of the software license agreement upon the termination of the Co-operation Agreement (which in turn, is co-terminus the Hannover Re Treaty), Infexpert may terminate the software license agreement, if, inter alia:

• JRL fails to pay the annual renewal license fee within 60 days after receiving notice from Infexpert that payment is due; or
• JRL fails to perform its material obligations under the software license agreement within 90 days after receiving notice from Infexpert of its applicable prior breach.

If termination occurs as a result of the termination of the Co-operation Agreement, there may be a run-off period following termination of the software license agreement (to the extent such continued use has been provided for in the Co-operation Agreement) depending on the circumstances under which the Co-operation Agreement was terminated, for example:

• a 12 month run-off period will apply from the effective date of such termination if the Co-operation Agreement was terminated by Hannover Re;
• a 12 month run-off period will apply from the date of giving notice of termination if the Co-operation Agreement or the Hannover Re Treaty was cancelled by JRL in the ordinary course; or
• no run-off period if the Co-operation Agreement was terminated for cause.

11.12 RBS facility

Just Retirement (Holdings) Limited (the ''Borrower'') entered into a loan facility agreement (the ''Facility'') dated 25 September 2012 and as amended on 9 November 2012, 9 May 2013, 16 October 2013, 7 August 2015 and 28 August 2015 as borrower with RBS as facility agent and security agent and RBS, Nomura, Deutsche Bank and Barclays as lenders. The total commitment of the current lenders, being RBS, Barclays, Deutsche Bank and Nomura, is £106,915,000.

Just Retirement Group Holdings Limited (the ''Guarantor'') provides a continuing guarantee of the punctual performance of the Borrower's obligations under the finance documents. This Guarantor's liability extends to the ultimate balance of sums payable by the Borrower under the finance documents, regardless of any intermediate payment or discharge in whole or in part.

The Guarantor and the Borrower have provided a fixed and floating charge debenture to secure their obligations under the finance documents, which includes charges over all key assets (excluding those over which a charge is prohibited by a pre-existing agreement) and the assignment to RBS of all rights, title and interest in certain insurance policies and intercompany loans.

The interest rate payable on the loan for each interest period is LIBOR plus a margin. The margin is subject to a margin ratchet calculated by reference to the ratio of consolidated total net debt (''CTND'') to embedded value (''EV'').

The Borrower must repay the aggregate loans in annual instalments with full repayment on the termination date, being five years and one day from the date of first utilisation. Mandatory prepayment provisions apply, including mandatory prepayment (i) on the occurrence of a change of control of the Guarantor or (ii) from excess cash flow (calculated by reference to the ratio of CTND to EV). Completion of the Proposed Merger does not constitute a change of control for purposes of the Facility. Voluntary prepayments may be made upon five business days' notice in minimum amounts of £1 million.

A number of standard representations and warranties have been given in the Facility for facilities and transactions of this nature as well as representations specific to carrying on a regulated insurance business,

some of which will be repeated on the date of each utilisation request and on the first day of each interest period. Customary materiality tests, carve-outs and grace periods also apply. The Facility requires the Borrower and the Guarantor to comply, and to ensure the compliance of the Just Retirement Group, with a number of customary undertakings and with financial covenants for facilities and transactions of this type including undertakings and requirements specific to carrying on a regulated insurance business. Customary materiality tests, carve-outs and grace periods also apply. These undertakings include various controls on the application of cashflow from the operating account, payment of dividends (see further below) and level of risk appetite assumed by the Just Retirement Group. The financial covenants include a maximum ratio of CTND to EV and requirements on capital resources.

The events of default provisions are usual for facilities and transactions of this type where the Borrower is an insurance business and include a situation where an applicable regulatory authority gives notice of a prohibition or limitation on the ability of members of the Just Retirement Group to make payments of dividends, distributions or other payments to the Borrower (and in the case of a limitation, such limitation is reasonably likely to have a substantial effect on the ability of such member of the Just Retirement Group to make payments to the Borrower) and such dividend block is in place for more than two years. Upon the occurrence of an event of default that is not remedied or waived, the lenders may cancel the available facility, may declare all outstanding payments immediately due and payable or immediately due and payable on demand and may instruct the security agent to exercise its rights under the finance documents.

Subject to certain conditions being met, to the extent cash is available and (A) a default is not continuing and would not result; (B) dividends and distributions are permitted to be made to shareholders unless (i) a scheduled repayment of principal or interest has not been made and (ii) payments, dividends or distributions to the Borrower from other members of the Just Retirement Group are prohibited or limited by an applicable regulatory authority (and in the case of a limitation, the limitation is reasonably likely to have a substantial effect on the ability of such member of the Just Retirement Group to make payments to the Borrower); (C) the Borrower is in compliance with its obligation to apply the cashflow in a certain order; and (D) the CTND to EV ratio is no greater than, or is equal to, 0.20:1.

12. Material Contracts of Partnership Assurance

In addition to the Confidentiality and Standstill Agreement, the Co-operation Agreement and the Confidentiality and Joint Defence Agreement, the following contracts (not being contracts entered into in the ordinary course of business) have been entered into by Partnership Assurance or another member of the Partnership Assurance Group: (a) within the two years immediately preceding the date of this Prospectus which are, or may be, material to Partnership Assurance or any member of the Partnership Assurance Group, and (b) at any time and contain provisions under which Partnership Assurance or any member of the Partnership Assurance Group has an obligation or entitlement which is, or may be, material to Partnership Assurance or any member of the Partnership Assurance Group as at the date of this Prospectus:

12.1 Existing relationship agreement with the Cinven Entities

On 14 November 2014 Partnership Assurance and the Cinven Entities entered into an amendment and restatement agreement in relation to the relationship agreement dated 7 June 2013 which regulates the relationship between Partnership Assurance and the Cinven Entities. The principal purpose of the relationship agreement is to ensure that Partnership Assurance and its subsidiaries are capable of carrying on their business independently of the Cinven Entities, that transactions and relationships with the Cinven Entities (including any transactions and relationships with any member of the Partnership Assurance Group) are at arm's length and on normal commercial terms, and that the goodwill, reputation and commercial interests of Partnership Assurance are maintained. The relationship agreement continues for so long as (a) the Partnership Assurance Shares are listed on the premium listing segment of the Official List and traded on the London Stock Exchange's main market for listed securities and (b) the Cinven Entities together with their associates are entitled to exercise or to control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Partnership Assurance.

Under the relationship agreement, the Cinven Entities are able to appoint two non-executive directors to the Partnership Assurance Board for so long as they and their associates are entitled to exercise or to control the exercise of 30 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Partnership Assurance. The Cinven Entities currently exercise this right in relation to one non-executive director only, Peter Catterall, but is entitled to appoint a second non-executive director at any time for so long as it continues to meet this threshold. The Cinven Entities are able to appoint one non-executive director to the Partnership Assurance Board for so long as they and their associates are entitled to exercise or control the exercise of 15 per cent. or more of the votes able to be cast on all or substantially all matters at general meetings of Partnership Assurance.

The relationship agreement with the Cinven Entities will terminate upon the completion of the Proposed Merger.

12.2 Fixed Rate Guaranteed Subordinated Notes

On 24 March 2015 Partnership Assurance issued £100 million 9.5 per cent. Fixed Rate Guaranteed Subordinated Notes due 2025 with ISIN number XS1207688919 (the ''Subordinated Notes'') to the Cinven Funds, Partnership Assurance's majority shareholders. The Subordinated Notes constitute subordinated obligations of Partnership Assurance and bear interest from (and including) their date of issue to (but excluding) 24 March 2025 at a rate of 9.5 per cent. per annum payable annually in arrear on 24 March in each year. The terms of the Subordinated Notes provide Partnership Assurance with an option to redeem the Subordinated Notes on the fifth anniversary of their date of issuance or on any interest payment date thereafter, in each case subject to regulatory consent, and also provide for the possibility of the Subordinated Notes being redeemed, varied or substituted prior to the fifth anniversary of their date of issuance upon the occasion of a tax or a regulatory capital disqualification event, in each case subject to regulatory approval. All obligations of Partnership Assurance to make payments in respect of the Subordinated Notes are guaranteed on a limited and subordinated basis by PLACL, which is a regulated life assurance company and an operating subsidiary of Partnership Assurance. The Subordinated Notes constitute qualifying regulatory Tier 2 Capital under existing solvency regulations and will be Solvency II compliant following the implementation of the Solvency II regime on 1 January 2016. The Subordinated Notes were admitted to the Official List and to trading on the London Stock Exchange's regulated market on 19 May 2015.

13. Litigation

• 13.1 There are no governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus, which may have, or have had a significant effect on the Company's and/or the Just Retirement Group's financial position or profitability.
• 13.2 There are no governmental, legal or arbitration proceedings (including such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this Prospectus, which may have, or have had a significant effect on Partnership Assurance's and/or the Partnership Assurance Group's financial position or profitability.

14. Related party transactions and other arrangements

Save (1) as disclosed in the financial information set out in the related party note to the financial information of the Just Retirement Group for the financial years ended 30 June 2013, 30 June 2014 and 30 June 2015 which is set out in Part 7 ''Just Retirement Financial Information'' of this Prospectus and in the related party note to the financial information of the Partnership Assurance Group for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and for the six months ended 30 June 2015 which is set out in Part 9 ''Partnership Assurance Financial Information'' of this Prospectus, and (2) for the subscription of Conditional Placed Shares by Avallux and by the DSBP in the Placing and the subscription of Partnership Assurance Shares by the Cinven Funds in Partnership Assurance's placing, neither the Just Retirement Group nor the Partnership Assurance Group has entered into any related party transactions during the period up to the date of this Prospectus.

15. Working capital

In the opinion of the Company, taking into account the net proceeds of the Capital Raise, the working capital available to the Just Retirement Group (including, from the date of completion of the Proposed Merger, the Partnership Assurance Group) is sufficient for its present requirements, that is for at least the next 12 months following the date of this Prospectus.

16. Significant change

• 16.1 There has been no significant change in the financial or trading position of the Just Retirement Group since 30 June 2015, being the end of the period for which the Just Retirement Group's last audited financial statements were published, save that the Just Retirement Group's results of operations for the period since 30 June 2015 reflect the continued growth of DB de-risking sales compared with the corresponding period in 2014. GIfL sales continue to be impacted by the changes affecting the annuity segment announced in the 2014 Budget.
• 16.2 There has been no significant change in the financial or trading position of the Partnership Assurance Group since 30 June 2015, being the end of the period for which the Partnership Assurance Group's last unaudited interim financial statements were published.

17. Sources and bases of selected financial information

• 17.1 In this Prospectus unless otherwise stated:
• (a) financial information relating to the Just Retirement Group has been extracted (without material adjustment) from the historical financial information set out in Part 7 ''Just Retirement Financial Information'' for the financial years ended 30 June 2015, 2014 and 2013 which was prepared in accordance with IFRS; and
• (b) financial information relating to the Partnership Assurance Group has been extracted (without material adjustment) from the historical financial information referred to in Part 9 ''Partnership Assurance Financial Information'' for the financial years ended 31 December 2014, 2013 and 2012 and for the six months ended 30 June 2015 and which is incorporated by reference into this Prospectus as set out therein, which was prepared in accordance with IFRS.
• 17.2 Where information contained in this Prospectus originates from a third party source, it is identified where it appears in this Prospectus together with the name of its source. Such third party information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

18. Assumptions in respect of shareholdings

The following assumptions (the ''Assumptions'') have been made when expressing interests in voting rights in respect of the issued ordinary share capital of the Company at Admission of (1) the Conditional Placed Shares and Open Offer Shares and (2) the Consideration Shares (as applicable) in this Prospectus:

• (a) in respect of all shareholders, that (1) 371,504,547 Consideration Shares are issued in connection with the Proposed Merger; (2) the holdings of existing shareholders in the Company or Partnership Assurance (as relevant) as at the Last Practicable Date do not change, save as set out in these Assumptions; (3) that no other issues of Just Retirement Shares or Partnership Assurance Shares occur between the Last Practicable Date and Admission of the Consideration Shares, save for those issued in connection with the Capital Raise and the issue of 371,504,547 Consideration Shares by the Company; and (4) taking into account only any publicly disclosed participation, or intention to participate, in the Capital Raise, (being the participation, or intended participation, of Avallux, the Cinven Funds, Kate Avery and Michael Deakin);
• (b) in respect of Avallux, that Avallux subscribes for 12,578,616 New Just Retirement Shares pursuant to the Placing and does not exercise any of its Open Offer Entitlements; and
• (c) in respect of the Cinven Funds, that the Cinven Funds subscribe for 11,206,585 Partnership Assurance Shares pursuant to the Partnership Assurance Placing.

19. Consents

KPMG LLP has given and has not withdrawn its written consent to the inclusion of its reports set out in Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group'', and its name in the form and context in which they appear, and has authorised the contents of its reports for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.

Barclays, Deutsche Bank, Nomura and Fenchurch have each given and not withdrawn their written consent to the issue of this Prospectus with the inclusion of the reference to their respective names in the form and context in which they appear.

20. Property, plant and equipment

• 20.1 Aside from the assets listed below, there is no existing or planned tangible fixed asset which is material to the Just Retirement Group.
• 20.2 The following are the principal establishments of the Just Retirement Group:

Name and location	Type of facility	Tenure
Vale House, Surrey	Office	Leasehold
Roebuck House, Surrey	Office	Leasehold
Enterprise House, Surrey	Office	Leasehold(1)
Arena Building, Belfast	Office	Leasehold
Big Bay, Cape Town, South Africa	Office	Leasehold

(1) The Company expects to complete the acquisition of the freehold of this property on or around 29 September 2015.

20.3 The Just Retirement Group is not aware of any environmental issues that may affect the Just Retirement Group's utilisation of its tangible fixed assets.

21. Expenses of the Placing and Open Offer and the Proposed Merger

The total cost and expenses in connection with the Placing and Open Offer are estimated to be approximately £3.9 million (inclusive of VAT) and are payable by the Company.

22. General

• 22.1 Save as disclosed in this Prospectus, the Directors are unaware of any exceptional factors which have influenced Just Retirement's activities.
• 22.2 Save as disclosed in this Prospectus, the Directors are unaware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on Just Retirement's prospects for the current financial year.
• 22.3 Save as disclosed in this Prospectus, there are no investments in progress and there are no future investments on which the Directors have already made firm commitments which are significant to the Just Retirement Group.
• 22.4 Save as disclosed in this Prospectus, the Directors believe that Just Retirement is not dependent on patents or licences, industrial, commercial or financial contracts or new manufacturing processes which are material to Just Retirement's business or profitability.
• 22.5 Just Retirement is subject to the provisions of the Code, including the rules regarding mandatory takeover offers set out in the Code. Under Rule 9 of the Code, when: (i) a person acquires shares which, when taken together with shares already held by him or persons acting in concert with him (as defined in the Code), carry 30 per cent. or more of the voting rights of a company subject to the Code; or (ii) any person who, together with persons acting in concert with him, holds not less than 30 per cent. but not more than 50 per cent. of the voting rights of a company subject to the Code, and such person, or any person acting in concert with him, acquires additional shares which increases his percentage of the voting rights in the company, then, in either case, that person, together with the persons acting in concert with him, is normally required to make a general offer in cash at the highest price paid by him or any person acting in concert with him for shares in the company within the preceding 12 months for all of the remaining equity share capital of the company.
• 22.6 If Just Retirement were to be subject to a takeover offer (within the meaning of Part 28 of the Companies Act), the Just Retirement Shares would also be subject to the compulsory acquisition procedures set out in sections 979 to 991 of the Companies Act. Under section 979 of the Companies Act, where an offeror makes a takeover offer and has, by virtue of acceptances of the offer, acquired

or unconditionally contracted to acquire not less than 90 per cent. of the shares to which the offer relates and, in a case where the shares to which the offer relates are voting shares, not less than 90 per cent. of the voting rights carried by those shares, that offeror is entitled to compulsorily acquire the shares of any holder who has not acquired the offer on the terms of the offer.

22.7 Since 30 June 2014, there has been no takeover offer (within the meaning of Part 28 of the Companies Act) for any Just Retirement Shares. The fees and expenses to be borne by the Company in connection with Admission of the Conditional Placed Shares and Open Offer Shares and Admission of the Consideration Shares including the FCA's fees, professional fees and expenses and the costs of printing and distribution of documents are estimated to amount to approximately £3.9 million (including VAT).

23. Documents available for inspection

Copies of the following documents will be available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 12 months following Admission at the offices of Clifford Chance LLP at 10 Upper Bank Street, London E14 5JJ:

• (a) the Articles of Association of the Company;
• (b) this Prospectus;
• (c) the Specimen Application Form;
• (d) the Firm Offer Announcement;
• (e) the irrevocable undertakings referred to in paragraph 5 of Part 1 ''Details of the Proposed Merger and the Placing and Open Offer'';
• (f) Just Retirement's Annual Report & Accounts 2015;
• (g) Just Retirement's Annual Report & Accounts 2014;
• (h) the unaudited condensed consolidated financial statements of Partnership Assurance for the half year ended 30 June 2015;
• (i) the independent review report to Partnership Assurance in connection with the condensed consolidated financial statements of Partnership Assurance for the half year ended 30 June 2015;
• (j) the consolidated financial statement of Partnership Assurance for the years ended 31 December 2014, 31 December 2013 and 31 December 2012;
• (k) the independent auditors' reports to the members of Partnership Assurance in respect of the consolidated financial statements of Partnership Assurance for the years ended 31 December 2014, 31 December 2013 and 31 December 2012;
• (l) Just Retirement's IPO Prospectus; and
• (m) the consent letters referred to in paragraph 19 of this Part 16 ''Additional Information''.

24. Announcement of result of the Placing and Open Offer

The Company will make an appropriate announcement(s) to an RIS giving details of the results of the Placing and Open Offer and details of sale of Open Offer Shares not taken up by Just Retirement Shareholders in the Open Offer on or around 14 October 2015.

Dated: 28 September 2015

PART 17

BASES OF BELIEF AND ASSUMPTIONS IN RELATION TO THE QUANTIFIED FINANCIAL BENEFITS STATEMENT

In determining the quantum and timing of expected cost savings and integration costs, the following steps have been undertaken:

• a Synergy Development Team, which comprises senior strategy and financial personnel from both Just Retirement and Partnership Assurance, has worked collaboratively to develop synergy estimates based on:
• publicly available information (e.g. report and accounts, regulatory returns, IPO prospectuses); and
• a series of face to face meetings between key management, supported by financial and legal advisers, with verbal Q&A and prepared Q&A lists.

Key individuals involved in the Synergy Development Team are listed in Part 18 ''Definitions''. The process and meetings have been open and co-operative although commercially sensitive material was not discussed or shared (e.g. pricing; underwriting).

• The cost bases of both organisations have been mapped to identify areas of overlap and duplication and where benefits of scale would enable removal of costs from the combined base.
• Where possible, data assumptions have been linked back to public sources.
• The Just Retirement Directors have identified a synergy number based on their understanding of data provided by both Just Retirement and Partnership Assurance, as well as public information.
• The cost savings set out in this announcement are additional to the cost savings announced by Just Retirement and Partnership Assurance respectively in 2014 in response to the 2014 Budget, which are assumed to have been saved in determining the combined cost base.

Notes

• 1. The statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement, or this announcement generally, should be construed as a profit forecast or interpreted to mean that the Combined Group's earnings in the full first full year following the Proposed Merger, or in any subsequent period, would necessarily match or be greater than or be less than those of Just Retirement and/or Partnership Assurance for the relevant preceding financial period or any other period.
• 1. Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost savings may be materially greater or less than those estimated.
• 1. The expected synergies will accrue as a direct result of the success of the Proposed Merger and would not be achieved on a standalone basis.
• 1. The expected one-off integration costs of approximately £60 million exclude transaction costs in relation to the Proposed Merger and non-cash costs.
• 1. In arriving at the Quantified Financial Benefits Statement, the Just Retirement Board has assumed that:
• (a) there will be no significant impact on the underlying operations of either business;
• (b) there will be no material change to macroeconomic, political or legal conditions in the markets or regions in which in the Combined Group operates which will materially impact on the implementation of or costs to achieve the proposed cost savings; and
• (c) there will be no material change in exchange rates.

PART 18 DEFINITIONS

The following definitions apply throughout this Prospectus unless the context requires otherwise:

''2014 Budget''	the Budget speech given by the UK Chancellor of the Exchequer to the UK Parliament on 19 March 2014
''2015 Bonus Scheme''	an Executive Director share award scheme for the financial year ended 30 June 2015
''2015 Budget''	the Budget speech given by the UK Chancellor of the Exchequer to the UK Parliament on 18 March 2015
''Accumulation Period''	the period of up to 12 months in which the salary allocated to acquire Partner Shares can be accumulated
''Achmea Re''	Achmea Reinsurance Ireland Limited and Achmea Reinsurance Company N.V.
''Achmea Re Treaty''	On 1 December 2005, JRL entered into an English-law governed reinsurance treaty with Achmea Re, formerly known as Eureko Reinsurance Ireland Limited and Interpolis Reinsurance Services Limited, amended by subsequent addendums, most recently by Addendum 7 executed on 30 March 2013
''Admission''	admission of the New Just Retirement Shares issued in connection with the Placing and Open Offer and/or in connection with the Proposed Merger, as the context may require, to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with, respectively, LR 3.2.7G of the Listing Rules and the Admission and Disclosure Standards published by the London Stock Exchange
''AIM''	the Alternative Investment Market
''Application Form''	the personalised application form which accompanies this Prospectus for Qualifying Shareholders for use in connection with the Open Offer
''Approved Persons''	persons who are approved for certain tasks by the FCA or PRA, as appropriate, under the FSMA
''Articles''	the Articles of Association of the Company
''Assumptions''	the assumptions as set out in paragraph 18 of Part 16 ''Additional Information''
''authorisations''	for the purposes of the Conditions, means authorisations, orders, grants, recognitions, determinations, confirmations, consents, licences, clearances, permissions, exemptions and approvals
''Avallux''	` Avallux S.a r.l., an entity wholly owned by limited partnerships and other entities which together constitute the Permira IV Fund
''Avallux Relationship Agreement''	the relationship agreement entered into between the Company and Avallux on 12 November 2013
''Barclays''	Barclays Bank PLC, acting through its investment bank
''Bonus Awards''	awards under the DSBP

''Business Day''	means any day, excluding a Saturday or Sunday, on which banks are generally open for business in the City of London
''CA''	the Care Act 2014
''Capital Raise''	the proposed equity capital raise by Just Retirement and Partnership Assurance amounting, in aggregate, to approximately £150 million
''Cash Award'' .	a right to receive a cash amount which relates to the value of a certain number of notional Just Retirement Shares
''Chairman''	chairman of the Just Retirement Board
''CHAPS''	the Clearing House Automated Payment System
''Cinven''	Cinven Limited
''Cinven Entities''	Cinven and the Cinven Funds
''Cinven Funds''	Fourth Cinven Fund (No.1) Limited Partnership, Fourth Cinven Fund (No.2) Limited Partnership, Fourth Cinven Fund (No.3— VCOC) Limited Partnership, Fourth Cinven Fund (No.4) Limited Partnership, Fourth Cinven Fund FCPR, Fourth Cinven Fund (UBTI) Limited Partnership, Fourth Cinven Fund Co-Investment Partnership and Fourth Cinven (MACIF) Limited Partnership
''Cinven Relationship Agreement''	the relationship agreement entered into between Just Retirement, the Cinven Funds and Cinven on 11 August 2015
''clearances''	all consents, approvals, clearances, permissions, waivers and/or filings that are necessary in order to satisfy the Conditions and all consents, approvals, clearances, permissions, waivers and/or filings that are necessary and all waiting periods that may need to have expired, from or under the laws or practices applied by any regulatory authority in connection with the implementation of the Proposed Merger
''Closing Price''	the closing middle market price on a particular trading day as derived from the Daily Official List
''CMA''	the Competition and Markets Authority of the UK
''CMA Pre-Condition''	the pre-condition relating to the CMA granting clearance of the Proposed Merger in terms reasonably satisfactory to Just Retirement, either without making a Phase 2 CMA Reference or following a Phase 2 CMA Reference
''COBS''	the Conduct of Business Sourcebook
''Code''	the City Code on Takeovers and Mergers
''Combined Group''	following completion of the Proposed Merger, JRP Group plc and each of its consolidated subsidiaries and subsidiary undertakings comprising the Just Retirement Group and the Partnership Assurance Group
''Committed Amount''	an Equity Raising of up to £150 million which Barclays agreed to underwrite pursuant to the Standby Equity Letter
''Companies Act''	the Companies Act 2006, as amended
''Company''	Just Retirement Group plc
''Conditional Award'' .	a conditional right to acquire Just Retirement Shares at no cost to the participant

''Conditional Placed Shares''	the 55,488,343 new Just Retirement Shares allocated to the Conditional Placees on the terms and subject to the conditions contained in the Placing Agreement
''Conditional Placees''	the persons who have agreed to subscribe for the Conditional Placed Shares on the terms and subject to the conditions contained in the Placing Agreement
''Conditions''	the conditions of the Proposed Merger, as set out in the Scheme Document
''Confidentiality and Joint Defence
Agreement''	the confidentiality and joint defence agreement dated 26 June 2015 entered into between Just Retirement, Partnership Assurance, Clifford Chance LLP and Freshfields Bruckhaus Deringer LLP
''Confidentiality and Standstill
Agreement''	the confidentiality and standstill agreement dated 27 April 2015 entered into between Just Retirement and Partnership Assurance
''Consideration Shares''	the 371,504,547 new Just Retirement Shares to be issued in connection with the Proposed Merger
''Co-operation Agreement''	the agreement dated 11 August 2015 between the Company and Partnership Assurance and relating, inter alia, to the implementation of the Proposed Merger
''Court''	the High Court of Justice in England and Wales
''CRA Regulation''	Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on Credit Rating Agencies
''CREST''	the UK based system for the paperless settlement of trades in listed securities, of which Euroclear UK and Ireland Limited is the operator
''CREST Manual''	the CREST manual consisting of the CREST reference manual; CREST international manual; CREST central counterparty service manual; CREST rules; CCSS operations manual and CREST glossary of terms available at https://www.euroclear.com
''CREST member'' .	a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)
''CREST Participant''	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations)
''CREST Regulations''	the Uncertificated Securities Regulations 2005, as amended
''CREST sponsor'' .	a CREST participant admitted to CREST as a CREST sponsor
''CREST-sponsored member''	a CREST member admitted to CREST as a sponsored member (which includes all CREST personal members)
''CTND''	consolidated total net debt
''Daily Official List''	the Daily Official List of the London Stock Exchange
''Deutsche Bank''	Deutsche Bank AG, London Branch
''Directors''	the directors of the Company, whose names appear on page 55 and 145 to 146 of this Prospectus, and ''Director'' means any one of them as required by the context

''Disclosure and Transparency Rules''
or ''DTRs''	the disclosure and transparency rules of the FCA made for the purposes of part VI of the FSMA in relation to the disclosure of information by an issuer whose financial instruments are admitted to trading on a regulated market in the United Kingdom
''Dividend Shares''	the Remuneration Committee may allow or require an employee to reinvest cash dividends that may be paid on Just Retirement Shares held in the SIP in the acquisition of further Just Retirement Shares
''DSBP''	the Company's Deferred Share Bonus Plan
''EBT''	the Just Retirement 2013 Employee Benefit Trust
''ECON''	the Parliament's Committee on Economic and Monetary Affairs
''EEA''	the European Economic Area
''EEV''	European Embedded Value
''Effective''	in the context of the Proposed Merger: (i) if the Proposed Merger is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Proposed Merger is implemented by way of a Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Code
''Effective Date''	the date on which:
	(a) the Scheme becomes effective in accordance with its terms; or
	(b) if Just Retirement elects to implement the Proposed Merger by way of a Takeover Offer, the date the Proposed Merger becomes or is declared unconditional in all respects
''EIB''	European Investment Bank
''EIOPA''	European Insurance and Occupational Pensions Authority
''Enlarged Share Capital''	Just Retirement's enlarged share capital following the issue of the New Just Retirement Shares pursuant to the Placing and Open Offer and the Proposed Merger
''EPS''	earnings per share
''Equity Raising''	the Company's capital raising which Barclays agreed to arrange pursuant to the Standby Underwriting Letter
''Equity Underwriting Agreement''	the underwriting agreement which Barclays agreed to enter into with the Company pursuant to the Standby Underwriting Letter
''ERC''	the Equity Release Council
''EU'' or ''European Union''	the European Union
''Euroclear''	Euroclear UK & Ireland Limited
''EV''	embedded value
''Exchange Ratio''	0.834 New Just Retirement Shares for each Partnership Assurance Share held
''Excluded Territories''	Australia, Canada, Japan, South Africa and the United States and any other jurisdiction where the availability of the Placing

and Open Offer would breach any applicable law

''Executive Directors''	the executive Directors
''Existing Just Retirement Shares'' . .	the 500,864,706 existing Just Retirement Shares as at the date of this Prospectus
''Facility''	an English law governed £35 million term loan facility agreement dated 25 September 2012 (and as amended on 9 November 2012, 9 May 2013, 16 October 2013, amended and restated on 7 August 2015 and further amended on 28 August 2015) between Just Retirement (Holdings) Limited, as borrower, with The Royal Bank of Scotland plc as original lender, facility agent and security agent
''FCA'' or ''Financial Conduct Authority''	the UK Financial Conduct Authority or its successor from time to time
''FCA Handbook''	the FCA's legislative and other provisions, which came into force on 1 April 2013
''Fenchurch''	Fenchurch Advisory Partners LLP
''Firm Offer Announcement''	the joint announcement made by Just Retirement and Partnership Assurance dated 11 August 2015 in relation to the Proposed Merger pursuant to Rule 2.7 of the Code
''FOS''	the Financial Ombudsman Service
''Founder''	a person designated as a founder for the purposes of the SA LTIP
''Free Shares'' .	an award of Just Retirement Shares for free
''FSA''	the Financial Services Authority
''FSCS''	the Financial Services Compensation Scheme
''FSMA''	the Financial Services and Markets Act 2000, as amended
''General Re''	General Reinsurance, London Branch
''GENPRU''	General Prudential Sourcebook for Financial Advisers, Building Societies, Insurers and Investment Firms
''Good Leaver Reasons''	where, under the SA LTIP, a participant ceases to be employed by JRSA on or before 30 June 2021 by reason of death, ill-health, injury, disability, redundancy, retirement, the sale of the business in which he works out of JRSA, being transferred from JRSA to another member of the Just Retirement Group or, at the discretion of the JRSA Committee, any other exceptional circumstances (except summary dismissal)
''Guaranteed Guidance''	a free, impartial guidance service provided to individuals approaching retirement on their choices at the point of retirement
''Guarantor''	Just Retirement Group Holdings Limited
''Hannover Re''	¨ Hannover Ruckversicherung AG
''Hannover Re Co-operation Agreement''	JRL also has a German law governed co-operation agreement
''Hannover Re Treaty'' .	an English law governed reinsurance treaty entered into between JRL and Hannover Re, as amended on 16 October 2014 and 22 December 2014, in relation to JRL's individual annuity policies written from 1 July 2004 to 31 December 2015 and underwritten using the JR Merica underwriting system

''HMRC''	HM Revenue and Customs
''HM Treasury''	Her Majesty's Treasury, which is the United Kingdom government department responsible for developing and executing the British government's public finance policy and economic policy
''IDD''	Insurance Distribution Directive
''IFRS''	International Financial Reporting Standards, as adopted by the European Union
''IGD''	the Directive on the Supplementary Supervision of Insurance Companies in an Insurance Group (1998/78/EC)
''IMD''	Insurance Mediation Directive 2002/92/EC
''Infexpert''	COR Infexpert AG
''Insight Investment Management'' . .	Insight Investment Management (Global) Limited
''INSPRU''	the PRA's Interim Prudential Sourcebook for Insurers
''IT''	information technology
''JRL''	Just Retirement Limited
''JRP Group Board''	the board of directors of JRP Group plc collectively
''JRP Group Shareholders''	following completion of the Proposed Merger, holders of JRP Group Shares from time to time
''JRP Group Shares''	following completion of the Proposed Merger, the ordinary shares of 10 pence each, in the share capital of JRP Group plc
''JRSA''	Just Retirement Life (South Africa) Limited
''JRSA Committee''	the remuneration committee of JRSA
''JRSL''	Just Retirement Solutions Limited
''Just Retirement''	Just Retirement Group plc
''Just Retirement's Annual Report & Accounts 2014''	Just Retirement's Annual Report & Accounts 2014 filed with the FCA on 14 October 2014 (which includes Just Retirement's audited financial statements for the year ended 30 June 2014)
''Just Retirement's Annual Report & Accounts 2015''	Just Retirement's Annual Report & Accounts 2015 filed with the FCA on 17 September 2015 (which includes Just Retirement's audited financial statements for the year ended 30 June 2015)
''Just Retirement Board''	the board of directors of the Company collectively
''Just Retirement Employee Share Plans''	the Company's LTIP, DSBP and SAYE
''Just Retirement Flexible Pension Plan''	the Company's Flexible Pension Plan
''Just Retirement General Meeting''	the general meeting of Just Retirement Shareholders to be convened in connection with the Proposed Merger to consider and if thought fit pass, inter alia, the Just Retirement Resolutions, notice of which will accompany the Just Retirement Shareholder Circular to be sent to Just Retirement Shareholders including any adjournment thereof

''Just Retirement Group''	Just Retirement and each of its consolidated subsidiaries and subsidiary undertakings and prior to the reorganisation which took place on 15 November 2013, Just Retirement (Holdings) Limited and each of its consolidated subsidiaries and subsidiary undertakings
''Just Retirement's IPO Prospectus''	Just Retirement's IPO prospectus dated 12 November 2013
''Just Retirement Resolutions''	the resolutions to be proposed at the Just Retirement General Meeting in connection with the Proposed Merger, including, inter alia, resolutions to (i) approve the Proposed Merger and (ii) authorise the issuance of the New Just Retirement Shares, to be set out in the notice of meeting in the Just Retirement Shareholder Circular
''Just Retirement Shareholder
Circular''	the circular to be sent by Just Retirement to Just Retirement Shareholders summarising the background to and reasons for the Proposed Merger which will include a notice convening the Just Retirement General Meeting
''Just Retirement Shareholders''	holders of Just Retirement Shares from time to time
''Just Retirement Shares''	the ordinary shares, of 10 pence each, in the share capital of Just Retirement
''KPIs''	key performance indicators
''Last Practicable Date'' .	25 September 2015, being the last practicable date prior to the date of this Prospectus
''Listing Rules''	the listing rules of the FCA made under section 74(4) of the FSMA
''Lock-up Agreement''	the lock-up agreement dated 11 August 2015 between Barclays, Avallux and the Cinven Funds
''London Stock Exchange''	London Stock Exchange plc
''Long Stop Date''	30 April 2016 or such later date as Just Retirement and Partnership Assurance may agree, with the Panel's consent and the Court may approve (if such approval is required)
''LTIP''	the Company's Long Term Incentive Plan
''LTIP Awards''	awards made under the LTIP
''Matching Shares''	an award of additional free Just Retirement Shares
''MCOB''	Mortgages and Home Finance Conduct of Business Sourcebook
''MCR''	minimum capital requirement
''Member States''	member states of the European Economic Area
''MIPRU''	Mortgage and Home Finance Firms, and Insurance Intermediaries
''Money Laundering Regulations''	the United Kingdom Money Laundering Regulations 2007 (512007 No. 2157)
''New Just Retirement Shares''	the Consideration Shares, the Conditional Placed Shares and the Open Offer Shares
''Nil-Cost Option'' .	an option to acquire Just Retirement Shares at no cost to the participant
''Nomura''	Nomura International plc

''Nomura Agreement''	on 24 September 2015, JRL and Nomura entered into an English-law governed reassurance agreement with an effective date of 1 January 2015
''Nomura Reinsurance''	Nomura Reinsurance 5IC Limited
''Non-Executive Directors''	the non-executive Directors
''Offer Price''	£1.59 per Open Offer Share
''Official List''	the official list maintained by the UK Listing Authority
''Omnibus II''	European Supervisory Authority (European Securities and Markets Authority)
''Open Offer''	the conditional invitation to Qualifying Shareholders to apply for the Open Offer Shares at the Offer Price on a pre-emptive basis
''Open Offer Entitlement''	the pro rata entitlement to subscribe for 0.126832 Open Offer Shares for every 1 Existing Just Retirement Share registered in its name as at the Record Date allocated to a Qualifying Shareholder pursuant to the Open Offer
''Open Offer Shares'' .	up to 63,525,672 new Just Retirement Shares for which Qualifying Shareholders are being invited to apply at the Offer Price to be issued pursuant to the terms of the Open Offer
''Options''	under the SAYE, the Remuneration Committee may invite all eligible employees to apply for options over a number of Just Retirement Shares
''Overseas Shareholders''	Qualifying Shareholders of Just Retirement or Partnership Assurance Shareholders (as the context may require) residing in, or subject to, any jurisdiction outside the United Kingdom
''PA Lite''	the process for performing the assessment of life expectancy for annuities as set out in paragraph 3.4(b)(ii) in Part 4 ''Information on the Partnership Assurance Group''
''Pacific Life Re''	Pacific Life Re Limited
''PAFS''	Pension Annuity Friendly Society
''Panel''	the Panel on Takeovers and Mergers
''Part 4A Permission''	permission to carry on regulated activities, including insurance or mortgage intermediation activities or insurance business, in the UK from the FCA or PRA (as applicable) under Part 4A of the FSMA, under section 19 of the FSMA
''Partner Shares''	the opportunity for eligible employees to use their pre-tax salary to buy Just Retirement Shares
''Partnership Assurance''	Partnership Assurance Group plc
''Partnership Assurance's Annual Report & Accounts 2014''	the annual report and audited financial statements of Partnership Assurance for the year ended 31 December 2014
''Partnership Assurance Board''	the board of directors of Partnership Assurance collectively

''Partnership Assurance Court
Meeting'' or ''Court Meeting''	the meeting or meetings of the Scheme Shareholders as may be convened pursuant to an order of the Court under section 896 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment approved or imposed by the Court and agreed to by the Company and Partnership Assurance) including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document
''Partnership Assurance Directors'' . .	the directors of Partnership Assurance, and ''Partnership Assurance Director'' means any one of them as required by the context
''Partnership Assurance DSBP''	Partnership Assurance's Deferred Share Bonus Plan
''Partnership Assurance Employee Share Plans''	the Partnership Assurance LTIP, the Partnership Assurance DSBP and the Partnership Assurance SAYE
''Partnership Assurance General Meeting''	the general meeting of Partnership Assurance Shareholders to be convened in connection with the Scheme to consider and if thought fit pass, inter alia, the Special Resolution including any adjournment thereof
''Partnership Assurance Group''	Partnership Assurance and its subsidiary undertakings and associated undertakings and, where the context permits, each of them
''Partnership Assurance's Interim Results 2015''	Partnership Assurance's interim results announcement for the half year ended 30 June 2015
''Partnership Assurance LTIP''	Partnership Assurance's Long Term Incentive Plan
''Partnership Assurance Meetings'' . .	the Court Meeting and the Partnership Assurance General Meeting
''Partnership Assurance Proprietary
IP''	Partnership Assurance's proprietary medical and mortality data which has been collected over 20 years and the experience, underwriting processes, methods and systems to interpret such data
''Partnership Assurance SAYE''	Partnership Assurance's Save As You Earn Option Plan
''Partnership Assurance Shareholders''	holders of Partnership Assurance Shares from time to time
''Partnership Assurance Shares''	the ordinary shares with a nominal value of 10 pence each in the share capital of Partnership Assurance
''Pension Reforms''	the UK Government's pension reforms, implemented in April 2015
''Pension Wise''	the name of the Guaranteed Guidance service
''Permira''	Permira Advisers LLP
''Permitted Reasons''	any reason other than injury, disability, redundancy, the sale of the employee's employing business or company out of the Just Retirement Group, retirement or on death
''Phase II''	the International Accounting Standards Board's IFRS 4 Insurance Contracts Phase II for Insurers Exposure Draft

''Phase 2 CMA Reference'' .	a reference by the CMA to its chair for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013
''Placing''	the placing by the Company of the Conditional Placed Shares on the terms and subject to the conditions contained in the Placing Agreement
''Placing Agreement''	the placing and open offer agreement dated 25 September 2015 between the Underwriters and the Company relating to the Placing and Open Offer, the principal terms of which are summarised in paragraph 11.9 of Part 16 ''Additional Information'' of this Prospectus
''PLACL''	Partnership Life Assurance Company Limited
''PRA'' or ''Prudential Regulation
Authority''	the UK Prudential Regulation Authority or its successor from time to time
''PRA Handbook''	the PRA's legislative and other provisions, which came into force on 1 April 2013
''PRA Rulebook''	the rules and directions made by the PRA which apply only to PRA-authorised firms
''PRIIPs''	Packaged Retail and Insurance-based Investment Products
''Proposed Directors''	the proposed directors of the Company whose names appear on page 55 and 147 to 148 of this Prospectus, and ''Proposed Director'' means any one of them as required by the context
''Proposed Merger'' or ''Proposed
Acquisition''	the proposed acquisition of the entire issued and to be issued share capital of Partnership Assurance by Just Retirement to be effected by the Scheme (or by the Takeover Offer under certain circumstances described in this announcement)
''Prospectus''	the final prospectus as approved by the FCA as a prospectus prepared in accordance with the Prospectus Rules made under section 73A of the FSMA
''Prospectus Directive''	Directive 2003/71/EC (as amended, including by the Prospectus Directive Amending Directive) and any relevant implementing measure in each Relevant Member State
''Prospectus Directive Amending
Directive''	Directive 2010/73/EU
''Prospectus Directive Regulation''	the Commission Regulation (EC) No 809/2004 of 29 April 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in prospectuses as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements
''Prospectus Rules''	the prospectus rules of the FCA made for the purposes of Part VI of the FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market and brought into effect on 1 July 2005 pursuant to Commission Regulation (EC) No.809/2004
''qualified investors''	persons who are ''qualified investors'' within the meaning of Article 2(1)(e) of the Prospectus Directive

''Qualifying CREST Shareholders'' . .	Qualifying Shareholders whose Existing Just Retirement Shares are in uncertificated form
''Qualifying non-CREST
Shareholders''	Qualifying Shareholders whose Existing Just Retirement Shares are in certificated form
''Qualifying Shareholders''	holders of Existing Just Retirement Shares on the register of members of the Company on the Record Date (other than certain Overseas Shareholders as described in Part 14 ''Terms and Conditions of the Open Offer'' of this Prospectus)
''Quantified Financial Benefits
Statement''	the statement of estimated cost savings and synergies arising from the Proposed Merger as set out in Part A of Appendix V of the Firm Offer Announcement and repeated in Part 1 ''Details of the Proposed Merger and the Placing and Open Offer''
''RBS''	The Royal Bank of Scotland plc
''Record Date''	6.00 p.m. on 24 September 2015
''Registrar'' and ''Receiving Agent'' . .	Equiniti Limited
''Regulations''	regulations introduced into the UK to give effect to the intergovernmental agreement entered into between the UK and the United States to improve tax compliance, dated 12 September 2012
''Regulation S''	Regulation S under the U.S. Securities Act
''Reinsurance Group of America'' .	RGA International and RGA Americas
''Relevant Member State''	a member state of the European Economic Area which has implemented the Prospectus Directive
''Restricted Jurisdiction''	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Proposed Merger is sent or made available to Partnership Assurance Shareholders in that jurisdiction (in accordance with Rule 30.3 of the Code)
''Restricted Share Units''	LTIP Awards which are not subject to any performance conditions
''RGA Americas'' .	RGA Americas Reinsurance Company, Ltd.
''RGA Following Treaty''	a reinsurance treaty, entered into between Reinsurance Group of America and JRL on 19 June 2013
''RGA Global''	RGA Global Reinsurance Company, Ltd.
''RGA International'' .	RGA International Reinsurance Company Limited
''RGA Lead Treaty'' .	a reinsurance treaty entered into between Reinsurance Group of America and JRL on 19 June 2013
''RIS''	Regulatory Information Service
''SA LTIP''	the JRSA Long-Term Incentive Scheme
''SA LTIP Award''	a Unit and a Share Award granted under the SA LTIP
''SAYE''	the Company's Save as You Earn Share Option Plan
''Scheme''	the proposed scheme of arrangement under Part 26 of the Companies Act between Partnership Assurance and Partnership Assurance Shareholders to implement the Proposed Merger

''Scheme Court Hearing''	the hearing by the Court to sanction the Scheme and to authorise the re-registration of Partnership Assurance as a private company under section 651 of the Companies Act
''Scheme Court Order''	the order of the Court sanctioning the Scheme under section 899 of the Companies Act
''Scheme Document''	the document to be dispatched to Partnership Assurance Shareholders setting out the terms and conditions of the Proposed Merger including the particulars required by section 897 of the Companies Act
''Scheme Record Time''	the time and date specified in the Scheme Document as the record time for the Scheme
''Scheme Shareholders''	holders of Scheme Shares
''Scheme Shares''	• Partnership Assurance Shares in issue at the date of the Scheme Document;
	• any Partnership Assurance Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and
	• any Partnership Assurance Shares issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,
	in each case, save for any Partnership Assurance Shares legally or beneficially held by any member of the Just Retirement Group
''SDRT''	stamp duty reserve tax
''SEC''	the U.S. Securities and Exchange Commission
''Sell-down Agreement''	the sell-down agreement dated 11 August 2015 between Avallux and the Cinven Funds
''Senior Management''	those members of the management bodies of the Company and its subsidiaries who are relevant to establishing that the Company has the appropriate expertise and experience for the management of its business for the purposes of item 14.1 of Annex I of the Prospectus Rules, being those persons named in Part 6 ''Directors, Proposed Directors, Senior Management and Corporate Governance''
''Shareholders''	the holders of Just Retirement Shares
''Share Award''	a conditional right or a nil-cost option to acquire Just Retirement Shares granted under the SA LTIP
''SIMR''	Senior Insurance Managers Regime
''SIP''	the Company's Share Incentive Plan
''SIP Trust''	a UK-resident trust that the SIP operates through
''SIP Trustee''	Equiniti Share Plan Trustees Limited
''Solvency II''	the Solvency II Directive and any additional measures adopted to give effect to the Solvency II Directive (for the avoidance of doubt, whether implemented by way of a regulation, a directive or otherwise)

''Solvency II Directive''	Directive 2009/138/EC of the European Union of 25 November 2009 on the taking-up and pursuit of the business of insurance and reinsurance (Solvency II) and which must be transposed by Member States of the European Economic Area pursuant to Article 309 of Directive 2009/138/EC
''Special Resolution''	the special resolution to be proposed by Partnership Assurance at the Partnership Assurance General Meeting in connection with, among other things, the approval of the Scheme, the amendment of Partnership Assurance's articles of association and such other matters as may be necessary to implement the Scheme and the delisting of the Partnership Assurance Shares
''Sponsor''	Barclays Bank PLC
''Standard & Poor's''	Standard & Poor's Credit Market Services Europe Limited
''Standby Underwriting Letter''	the standby underwriting letter dated 11 August 2015 entered into between the Company and Barclays
''STIP''	the Company's Short-Term Incentive Plan
''Subordinated Notes''	the 9.5 per cent. Fixed Rate Guaranteed Subordinated Notes due 2025 with ISIN number XS1207688919 that Partnership Assurance issued to the Cinven Funds in March 2015
''subsidiary''	has the meaning given in section 1159 of the Companies Act
''subsidiary undertaking''	has the meaning given in section 1162 of the Companies Act
''Synergy Development Team''	a team comprised of senior strategy and financial personnel from both Just Retirement and Partnership Assurance to assess the potential synergies available, key individuals include:
	From Just Retirement:
	Simon Thomas (Group CFO)
	Jason Causer (Director of Financial Management (Group); Director of Finance, Just Retirement Limited)
	James Pearce (Group Director of Strategy and Investor Relations)
	David Cooper (Group Marketing and Distribution Director)
	Chris Berryman (Group Chief Operating Officer)
	Hugh McKee (Managing Director, Just Retirement Limited)
	Shayne Deighton (Group Chief Actuary)
	From Partnership Assurance:
	David Richardson (Group CFO)
	Richard Everett (Deputy CFO)
	Katherine Jones (Director of Investor Relations)
	Andrew Megson (Director of Sales and Marketing)
	Jane Kennedy (Chief Operating Officer)
	Giles Offen (Chief Technology Officer)

''Takeover Offer''	should the Proposed Merger be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the takeover offer to be made by or on behalf of Just Retirement to acquire the entire issued and to be issued share capital of Partnership Assurance and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
''third party''	a central bank, government or governmental, quasi governmental, supranational, statutory, regulatory, professional, environmental or investigative body or authority (including any national anti-trust or merger control authority), court, trade agency, professional association, institution, works council, employee representative body or any other body or person whatsoever in any jurisdiction
''Threshold Conditions''	minimum conditions under the FSMA to be satisfied in granting Part 4A Permission
''treasury'' or ''treasury Shares''	shares held as Treasury shares as provided for in section 724 of the Companies Act
''Treaty non-resident''	an individual Shareholder who has ceased to be resident for tax purposes in the UK (or has become treated as resident outside the UK for the purposes of a double tax treaty)
''UK'' or ''United Kingdom''	the United Kingdom of Great Britain and Northern Ireland
''UK Corporate Governance Code'' . .	UK Corporate Governance Code published by the Financial Reporting Council in September 2014, as amended from time to time
''UK GAAP''	generally accepted auditing practices in the UK
''UKLA'' or ''UK Listing Authority''	the UK Listing Authority, being the FCA acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
''UK-U.S. IGA''	intergovernmental agreement entered into between the UK and the United States
''Unaudited Pro Forma Financial
Information''	the unaudited pro forma income statement, pro forma statement of net assets and the related notes thereto set out in Section A and Section B of Part 13 ''Unaudited Pro Forma Financial Information on the Combined Group''
''Underwriters''	Barclays, Nomura and Deutsche Bank
''Unit''	awards made under the SA LTIP will be in the form of a unit over a notional cash pool
''United States'' or ''U.S.''	the United States of America, its possessions and territories, all areas subject to its jurisdiction or any subdivision thereof, any State of the United States and the District of Columbia
''U.S. Exchange Act''	the United States Securities Exchange Act of 1934, as amended
''U.S. Securities Act''	the United States Securities Act of 1933, as amended
''Voting Record Time''	6.00 p.m. (London time) on the day prior to the day immediately before the Court Meeting or any adjournment thereof (as the case may be)

PART 19 GLOSSARY

The following definitions apply throughout this Prospectus unless the context requires otherwise:

''ABI''	Association of British Insurers
''annuity''	a specified income payable at stated intervals for a fixed or a contingent period, often for the remainder of the recipient's life, an example of which is a GIfL
''buy-in''	to take over the responsibility of meeting the cost of a pension promise made by a pension fund to its members
''buy-out''	to take over the responsibility from the trustees and sponsor of a pension fund for meeting the pension promise made by that fund to its members
''CDCs''	capped drawdown contracts
''credit spread''	the difference in yields between any given fixed income security and some risk-free benchmark security, determined as a function of the assessment of the credit risk of the fixed income security
''CRR''	capital resources requirement
''DB''	defined benefit
''DB de-risking''	the buy-in or buy-out of small and mid-sized DB pension schemes via a single premium paid by the trustees of the pension scheme to secure either a single insurance policy, in the case of a buy-in, or many individual insurance policies to each member, in the case of a buy-out
''DC''	defined contribution
''de-risk''	to reduce the amount of risk; in the case of annuities, to reduce either longevity risk or investment risk through reinsurance
''EBC''	employee benefit consultant
''EEV''	European embedded value
''FA''	financial adviser, including independent financial adviser
''GIfL''	guaranteed income for life
''GWP''	gross written premium or gross premiums written, the line item on the Just Retirement Group's consolidated income statement and Partnership Assurance Group's statement of comprehensive income, respectively, which reflects the revenue recognised in respect of premiums paid for its policies
''HR''	human resources
''ICA''	Individual Capital Assessment
''ICG''	Individual Capital Guidance
''IFRS''	International Financial Reporting Standards
''IP''	intellectual property
''IPO''	initial public offering
''ISIN''	International Securities Identification Number
''JR Merica''	the automated underwriting system licensed from Infexpert with the consent of Hannover Re (one of the Just Retirement Group's leading reinsurers) that informs the Just Retirement Group's annuity pricing model
''longevity risk''	the risk that an individual will live longer than expected

''LTMs''	life-time mortgages
''LTV''	loan to value
''MCEV''	market consistent embedded value
''mortality risk''	the risk that an individual will not live as long as expected
''NNEG''	no-negative equity guarantee, which is incorporated into the Just Retirement Group's and Partnership Assurance Group's LTMs and ensures that a borrower's liability to repay interest and principal at the time of repayment will never exceed the sale price of the property against which such liability is secured, thereby guaranteeing that no borrower will owe more than the value of the property securing his or her LTM and no debt will ever be left to his or her estate as a consequence of such mortgage
''OMO''	open market option, which allows an individual to use pension savings from any pension fund to purchase an annuity from any annuity provider and enables the individual to shop around for the best available retirement product from all providers rather than take a default annuity product from the company where the pre-retirement accumulation of assets took place
''Pension Reforms''	the UK Government's pension reforms, implemented in April 2015
''Pillar 1''	EU-directive-based Pillar 1 capital requirements
''Pillar 2''	the PRA's Pillar 2 risk-based capital requirements that have been implemented in the United Kingdom
''PrognoSys''	a next generation underwriting system, which is based on individual mortality curves derived from Just Retirement's own data collected since its launch in 2004
''RDR''	Retail Distribution Review
''SEDOL''	the Stock Exchange Daily Official List
''Solvency II''	the Solvency II Directive and any implementing measures adopted pursuant to the Solvency II Directive (for the avoidance of doubt, whether implemented by way of regulation or by further directives or otherwise)
''SPE''	single premium equivalent, which is calculated as total single premiums plus 10 times annual regular premiums; an industry accepted measure of revenue
''SPV''	special purpose vehicle
''Tier 2 Capital''	has the meaning given to it by the PRA from time to time
''TPIE''	total pension income exchange, where a population of pension scheme members are able to purchase an annuity in exchange for the cash equivalent value of a DB pension scheme
''triage''	to sort based on certain characteristics; in the case of NSAs, it refers to the classification of potential annuitants on the basis of their level of medical impairment or particular sets of lifestyle factors, such as smoking or obesity
''underwrite'' .	in the context of annuities, to perform an assessment of the life expectancy of an individual when he or she applies for an annuity in order to evaluate risk, and to price the annuity appropriately

Merrill Corporation Ltd, London 15ZCI70601