REG - Brookfield Wealth Ld Just Group plc - Offer terms update following dividend declaration

Brookfield Wealth SolutionsAnnouncement

07/08/2025 07:10

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RNS Number : 3102U  Brookfield Wealth Solutions Ltd.  07 August 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

7 August 2025

RECOMMENDED CASH ACQUISITION

OF

JUST GROUP PLC ("JUST")

BY

BWS Holdings Ltd. ("BIDCO")

a wholly owned subsidiary of Brookfield Wealth Solutions Ltd. ("BWS")

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

 

Update on terms of recommended cash acquisition

following interim dividend declared by Just

On 31 July 2025, the boards of directors of BWS and Just announced that they
had reached agreement on the terms of a recommended cash acquisition by Bidco,
a wholly owned subsidiary of BWS, of the entire issued and to be issued
ordinary share capital of Just (the "Acquisition"), to be effected by means of
a scheme of arrangement under Part 26 of the Companies Act 2006 (the "2.7
Announcement"). Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the 2.7 Announcement.

On 7 August 2025, Just declared an interim dividend for the six-month period
ended 30 June 2025 of 0.84 pence per Just Share, payable on 15 September 2025
to Just Shareholders on the register of members at the close of business on 15
August 2025 (the "Dividend").

In accordance with the terms of the Acquisition as set out in the 2.7
Announcement, as the Dividend has been declared and will be paid prior to the
Effective Date, Bidco will reduce the value of the consideration payable at
completion for each Just Share by the amount of the Dividend.

The new consideration payable at completion under the Acquisition shall be
219.16 pence per Just Share, which, taken together with the Dividend of 0.84
pence per Just Share which is payable on 15 September 2025, provides total
value to Just Shareholders of 220 pence per Just Share.

Enquiries

 BWS and Bidco

 Rachel Schneider, Investor Relations

 Simon Maine, Media

 Marie Fuller, Media                    +416 369 3358

                                        +44 7398 909 278

                                        +44 207 408 8375
 RBC Capital Markets (financial adviser to Bidco and BWS)
 Oliver Hearsey

 Mark Preston                           +44 (0) 20 7653 4000

 Sam Jackson

 Ezzedine Ben Frej

Important notices

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting exclusively as financial adviser to BWS and Bidco and no one else in
connection with the Acquisition and will not be responsible to anyone other
than BWS and Bidco for providing the protections afforded to its clients nor
for providing advice in relation to the matters referred to in this
announcement. Neither RBC Europe Limited nor any of its affiliates, directors
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, tort, in
delict, under statute or otherwise) to any person who is not a client of RBC
Europe Limited in connection with the Acquisition or any matter referred to
herein.

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to
the Acquisition or otherwise.

This announcement has been prepared for the purpose of complying with English
law and the Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. on the tenth business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m. on the
tenth business day following the Announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later
than 3.30 p.m. on the business day following the date of the relevant
dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk/) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on BWS's
website at www.jubilee-offer.com (http://www.jubilee-offer.com/) and Just's
website at
https://www.justgroupplc.co.uk/investors/bws-recommended-offer-for-just-group
(https://www.justgroupplc.co.uk/investors/bws-recommended-offer-for-just-group%20)
respectively by no later than 12 noon (London time) on the business day
following the publication of this announcement. For the avoidance of doubt,
the contents of these websites are not incorporated into and do not form part
of this announcement.

 

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