REG - Brookfield Wlth Sltn Just Group plc - Update to post-offer intention statements

Brookfield Wealth SolutionsAnnouncement

23/04/2026 17:45

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RNS Number : 7346B  Brookfield Wealth Solutions Ltd.  23 April 2026

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 OR REGULATIONS OF SUCH JURISDICTION.

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE
19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

23 April 2026

 

Brookfield Wealth Solutions Ltd. ("BWS") and BWS Holdings Ltd. ("Bidco")

Rule 19.6(b) update to post-offer intention statements with regard to Just
Group plc ("Just" or the "Company")

BWS and its wholly owned subsidiary Bidco announce, further to the completion
of Bidco's acquisition (the "Acquisition") of the entire issued and to be
issued share capital of the Company, which was effected by way of a scheme of
arrangement under Part 26 of the Companies Act 2006 on 1 April 2026, an update
to the statements of intention made pursuant to Rules 2.7(c)(viii) and
24.2(a)(ii) to (iii) of the Code (the "Stated Intentions"), as set out in the
announcement of 31 July 2025 and the scheme document published on 26 August
2025 (together, the "Documentation").

Stated Intentions

As set out in the Documentation, BWS is committed to establishing Just as a
market leader in the UK pension risk transfer ("PRT") and individual annuity
markets, leveraging the best-in-class investment expertise and permanent
capital base of the wider Brookfield group. BWS stated that it intended to
evaluate Just in more depth alongside Just's management team to determine any
necessary organizational and structural changes. At the time the Stated
Intentions were made, BWS intended that Just's future strategy would be
overseen by Just's existing management team, who would assume leadership of
the combined UK group, and that limited headcount reductions in the context of
the Just group as a whole were expected. It was also noted that BWS intended
to maintain the existing office locations for Just employees, except where
Just already had plans to relocate offices.

Update to Stated Intentions

In light of BWS's current strategic objectives and long-term priorities, BWS
announces that Pretty Sagoo has been appointed as Interim Chief Executive
Officer of the Company. Pretty will succeed David Richardson, who served as
Chief Executive Officer since 2019 and led the Company through a successful
transition period, culminating in BWS's acquisition earlier this year. Under
Pretty's leadership, the Company will renew its focus on its core strategies,
pursuing disciplined growth and operational excellence within the UK
retirement sector.

BWS intends to work with Pretty and other members of the Company leadership
team to further evaluate Just's existing product lines and organizational
structure with a view to further enhancing the Company's competitive strengths
and aligning with its long-term strategic objectives. It is possible that this
evaluation may result in the implementation of cost-management measures, which
could include headcount reductions materially beyond those described in the
Stated Intentions. Any such measures would reflect BWS's and Just's focus on
building Just's core insurance business. BWS and Just intend that any
individuals impacted by proposed measures will be treated in accordance with
applicable law and in a manner consistent with the Company's high standards,
values and practices, and the relevant employees' existing entitlements.

Furthermore, Just has confirmed plans to relocate its headquarters to Canary
Wharf, London, which is the location of BWS's London headquarters. The move to
Canary Wharf will promote greater integration, connectivity and collaboration
between the Company and BWS group.

The modifications outlined above do not impact BWS's fundamental rationale for
the Acquisition and BWS continues to believe that the Company is
well-positioned to capitalize on continued growth in the UK PRT market while
serving the needs of customers over the long term.

Enquiries

 BWS
 Simon Maine   +44 (0) 7398 909 278
 Marie Fuller  +44 (0) 20 7408 8375

 

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