REG - Brookfield Wlth Sltn Just Group plc - Update on financing arrangements

Brookfield Wealth SolutionsAnnouncement

29/08/2025 10:45

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RNS Number : 2416X  Brookfield Wealth Solutions Ltd.  29 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

29 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 financing arrangements

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
"Scheme"). Just's circular in relation to the Scheme (the "Scheme Document")
was published on 26 August 2025. Capitalised terms in this announcement,
unless otherwise defined, have the same meaning as set out in the Scheme
Document.

As disclosed in the Scheme Document, on 30 July 2025 Bidco entered into (i) a
term credit agreement with the lenders party thereto, Royal Bank of Canada as
agent and RBC Capital Markets as lead arranger and bookrunner (the "Term
Credit Agreement"), and (ii) a bridge credit agreement with the lenders party
thereto, Royal Bank of Canada as agent and RBC Capital Markets as lead
arranger and bookrunner (the "Bridge Credit Agreement" and, together with the
Term Credit Agreement, the "Credit Facilities"), in each case in connection
with the Acquisition.

Bidco announces the successful syndication of a majority of Royal Bank of
Canada's commitments under the Credit Facilities pursuant to amendment and
assignment agreements dated 28 August 2025 (the "Amendment and Assignment
Agreements"). Pursuant to the Amendment and Assignment Agreements, the Credit
Facilities have also been amended to include a credit adjustment spread in
connection with USD-denominated loans, additional 0.05% structuring fees
payable to certain lenders under the Bridge Credit Agreement on commitments
under the bridge credit facility and other clarificatory amendments including
granting of titles to lenders and obligations of Bidco regarding ranking of
the Credit Facilities. For the avoidance of doubt, all other key terms to the
Credit Facilities set out in the original announcement made 31 July 2025 and
the Scheme Document remain unchanged.

Copies of the Amendment and Assignment Agreements are available on BWS's
website at www.jubilee-offer.com (http://www.jubilee-offer.com/) .

Enquiries

 BWS and Bidco

 Rachel Schneider, Investor Relations

 Simon Maine, Media

 Marie Fuller, Media                    +1 416 369 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 shall 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 www.justgroupplc.co.uk/investors
(http://www.justgroupplc.co.uk/investors) 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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