REG - Just Group plc Brookfield Wlth Sltn - Update on Conditions and Timetable

Brookfield Wealth SolutionsAnnouncement

Mon 07:00

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RNS Number : 6126X  Just Group PLC  23 March 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

FOR IMMEDIATE RELEASE

23 March 2026

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

BWS AND JUST ANNOUNCE RECEIPT OF REGULATORY APPROVALS AND PROVIDE UPDATE ON
SCHEME TIMETABLE

BWS and Just are pleased to announce that they have now received all requisite
regulatory approvals in connection with the recommended cash offer for the
entire issued and to be issued share capital of Just by Bidco, a wholly owned
subsidiary of BWS (the "Acquisition"), to be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme"). Capitalised terms used in this announcement shall, unless otherwise
defined, have the meanings as set out in the circular published by Just in
relation to the Scheme (the "Scheme Document").

The requisite regulatory approvals include: (i) approval by the FCA and the
PRA of the acquisition of control in respect of UK authorised persons
contemplated by the Acquisition; and (ii) approval by the South African
Prudential Authority and the FSCA of the proposed change in shareholding of
Just Retirement Life (South Africa) Limited in the context of the Acquisition.
Accordingly, Conditions 3(A), 3(B) and 3(C) set out in Part 1 of Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of the
Scheme Document have been satisfied.

BWS and Just are also pleased to announce that the requirements of the CMA
Condition are met as at the date of this announcement and that the Condition
relating to antitrust approval in South Africa set out in Condition 3(E) of
Part 1 of Part III (Conditions to the Implementation of the Scheme and to the
Acquisition) of the Scheme Document has been satisfied.

As a result, BWS and Just are pleased to confirm that the Sanction Hearing has
been scheduled to be held on 27 March 2026 and that the Scheme is expected to
become Effective on 1 April 2026. An updated expected timetable of principal
events for the implementation of the Scheme is set out below.

Background

On 31 July 2025, the boards of directors of Just and BWS announced that they
had reached agreement on the terms of the Acquisition, to be implemented by
the Scheme.

On 26 August 2025, Just published the Scheme Document.

On 19 September 2025, Just announced that, at a Court Meeting and General
Meeting held on that date, all shareholder resolutions relating to the
Acquisition were approved by the requisite majorities.

The Scheme remains subject to certain other Conditions set out in Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of the
Scheme Document including, amongst other things, sanction by the Court at the
Sanction Hearing and the delivery of a copy of the Court Order to the
Registrar of Companies.

Full details of the Acquisition are set out in the Scheme Document.

 

 

Enquiries

 Just
 Just
 Alistair Smith, Investor Relations                                           +44 (0) 1737 232 792
 Paul Kelly, Investor Relations                                               +44 (0) 20 7444 8127
 Lucy Grubb, Head of External Communications                                  +44 (0) 1737 308 783

 Evercore (joint financial adviser and Rule 3 adviser to Just)                +44 (0) 20 7653 6000
 Nick Chapman
 Ed Banks
 Demetris Efthymiou
 Harrison George

 J.P. Morgan Cazenove (joint financial adviser and corporate broker to Just)  +44 (0) 20 3493 8000
 Ed Squire
 Claire Brooksby
 James Robinson
 Edward Hatter

 Temple Bar Advisory (media relations adviser to Just)
 Alex Child-Villiers                                                          +44 (0) 7795 425 580
 Sam Livingstone                                                              +44 (0) 7769 655 437
 Alistair de Kare-Silver                                                      +44 (0) 7827 960 151

 BWS and Bidco
 BWS and Bidco
 Rachel Powell, Investor Relations                                            +1 416 956 5141
 Simon Maine, Media                                                           +44 (0) 7398 909 278
 Marie Fuller, Media                                                          +44 (0) 20 7408 8375

 RBC Capital Markets (financial adviser to Bidco and BWS)                     +44 (0) 20 7653 4000
 Oliver Hearsey
 Mark Preston
 Sam Jackson
 Ezzedine Ben Frej

 

Slaughter and May is acting as legal adviser to Just. Allen Overy Shearman
Sterling LLP is acting as legal adviser to BWS and Bidco.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Event                                                                         Time and date((1))
 Long Stop Date                                                                31 July 2026((2))
 Sanction Hearing (to sanction the Scheme)                                     27 March 2026
 Last day of dealings in, and for the registration of transfers of, and        31 March 2026
 disablement in CREST of, Just Shares
 Scheme Record Time                                                            6.00 p.m. on 31 March 2026
 Suspension of dealings in Just Shares                                         By 7.30 a.m. on 1 April 2026
 Effective Date                                                                1 April 2026((3))
 Cancellation of admission to trading of Just Shares on LSE                    By 8.00 a.m. on 2 April 2026
 Latest date for dispatch of cheques, and crediting of CREST accounts and      Within 14 days after the Effective Date ("S")
 processing electronic transfers due under the Scheme
 Expected date for crediting to mandated bank accounts of, or issuing cheques  No later than 10 Business Days after S((4))
 in respect of, any Consideration due to Just Share Account Holders

 

(1)   These dates and times are indicative only and are subject to change.
References to times are to London, United Kingdom time unless otherwise
stated. If any of the dates and/or times in the expected timetable change, the
revised dates and/or times will be notified to Just Shareholders by
announcement through a Regulatory Information Service and by making such
announcement available on Just's website at
www.justgroupplc.co.uk/investors/rns-announcements.

(2)   This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date (a) upon the
mutual agreement of Bidco and Just and the consent of the Panel and, if so
required, the Court, or (b) (in a competitive situation) as may be specified
by Bidco with the Panel's consent and Court approval (if such approval(s) are
required).

(3)   The Scheme shall become Effective as soon as a copy of the Court Order
has been delivered to the Registrar of Companies. This is expected to occur
following the Scheme Record Time and prior to the cancellation of trading in
Just Shares. The events which are stated as occurring on subsequent dates are
conditional on the Effective Date and operate by reference to that date.

(4)   Following the receipt by the Equiniti Nominee of the Consideration due
to it in respect of the Just Shares it holds on behalf of the Just Group CSN
Holders, the Equiniti Nominee will distribute to the Just Group CSN Holders
the relevant portion of the Consideration to which they are entitled within
ten Business Days thereafter, and issue Just Group CSN statements within five
Business Days after the date on which the Equiniti Nominee distributes the
Consideration to the Just Group CSN Holders.

Important notice

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

The Acquisition shall be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of an Offer, the Offer document) which,
together with the Forms of Proxy, shall contain the full terms and Conditions
of the Acquisition.

This announcement has been prepared for the purpose of complying with English
and Welsh 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 and Wales.

This announcement does not constitute a prospectus or prospectus-equivalent
document.

Disclaimers

Evercore Partners International LLP ("Evercore"), which is authorised and
regulated by the FCA in the UK, is acting exclusively as financial adviser to
Just and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Just for
providing the protections afforded to clients of Evercore nor for providing
advice in connection with the matters referred to herein. Neither Evercore nor
any of its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Evercore in connection with this announcement, any statement
contained herein, any offer or otherwise. Apart from the responsibilities and
liabilities, if any, which may be imposed on Evercore by FSMA, or the
regulatory regime established thereunder, or under the regulatory regime of
any jurisdiction where exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, neither Evercore nor any of
its affiliates accepts any responsibility or liability whatsoever for the
contents of this announcement, and no representation, express or implied, is
made by it, or purported to be made on its behalf, in relation to the contents
of this announcement, including its accuracy, completeness or verification of
any other statement made or purported to be made by it, or on its behalf, in
connection with Just or the matters described in this announcement. To the
fullest extent permitted by applicable law, Evercore and its affiliates
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 announcement, or any statement contained
herein.

J.P. Morgan Securities PLC, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as financial adviser exclusively for Just and
no one else in connection with the matters set out in this announcement and
will not regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than Just for
providing the protections afforded to clients of J.P. Morgan Cazenove, or for
providing advice in relation to any matter referred to herein.

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.

Overseas Shareholders

The availability of the Scheme and the Acquisition to Overseas Shareholders
may be affected by the laws of the relevant jurisdictions in which they are
resident. Overseas Shareholders should inform themselves of, and observe, any
applicable requirements. It is the responsibility of all Overseas Shareholders
to satisfy themselves as to the full compliance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required, or the
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such
jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements.

Unless otherwise determined by Just or required by the Code, and permitted by
applicable law and regulation, the Acquisition 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. Copies of this announcement
and any formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving such (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdictions.

If the Acquisition is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made
directly or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.

Notice to U.S. investors in Just

The Acquisition relates to shares in a U.K. company and is proposed to be made
by means of a scheme of arrangement under English company law. U.S. holders of
Just Shares should note that the Scheme relates to the shares of a U.K.
company that are not registered under the U.S. Exchange Act and will be
governed by English law. Neither the proxy solicitation rules nor the tender
offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover,
the Scheme will be subject to the disclosure requirements and practices
applicable in the U.K. to schemes of arrangement, which differ from the
disclosure and procedural requirements of the U.S. proxy solicitation rules
and tender offer rules. If Bidco exercises its right to implement the
acquisition of the Just Shares by way of an Offer, such Offer will be made in
compliance with applicable U.S. laws and regulations to the extent applicable.

It may be difficult for U.S. holders of Just Shares to enforce their rights
and any claim arising out of the U.S. federal laws, since Bidco and Just are
located in non-U.S. jurisdictions, and some or all of Just's officers and
directors are residents of a non-U.S. jurisdiction. U.S. holders of Just
Shares may not be able to sue a non-U.S. company or its officers or directors
in a non-U.S. court for violations of the U.S. securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgement.

Neither the United States Securities and Exchange Commission nor any U.S.
state securities commission has approved or disapproved the Acquisition,
passed upon the merits or fairness of the Acquisition or passed any opinion
upon the accuracy, adequacy or completeness of this announcement. Any
representation to the contrary is a criminal offence in the United States.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Just, any member of the Just Group, BWS or the BWS
Group contain statements which are, or may be deemed to be, "forward-looking
statements". Such forward-looking statements are prospective in nature and are
not based on historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the environment in
which Just, any member of the Just Group, BWS, the BWS Group and/or the
Combined Group shall operate in the future and are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by those statements.

Forward-looking statements include, among other things, statements concerning
the potential exposure of Just and the Just Group and BWS and the BWS Group to
market risks, statements as to accretion and statements expressing
management's expectations, beliefs, estimates, forecasts, projections and
assumptions, including as to future potential cost savings, synergies,
earnings, cash flow, return on capital employed, production and prospects.
These forward-looking statements are identified by their use of terms and
phrases such as "aims", "anticipate", "believe", "could", "estimate",
"expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan",
"probably", "project", "risks", "seek", "should", "target", "will", "would"
and similar terms and phrases.

By their very nature, forward-looking statements involve risks and
uncertainties. There are a number of factors that could affect the future
operations of Just, any member of the Just Group, BWS, the BWS Group and/or
the Combined Group and could cause those results to differ materially from
those expressed in the forward-looking statements included in this
announcement. Neither Just, the Just Group, BWS nor the BWS Group, nor any of
their respective associates or directors, officers or advisers, provide any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given these risks and uncertainties, potential investors
are cautioned not to place any reliance on these forward-looking statements.

The forward-looking statements contained in this announcement and accompanying
documents speak only as at the date of this announcement and are not intended
to give any assurance as to future results. Other than in accordance with
their legal or regulatory obligations, neither Just, the Just Group, BWS nor
the BWS Group is under any obligation, and each such person expressly
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

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 pm (London time) on the 10th business day (as defined in the
Code) following the commencement of the offer period and, if appropriate, by
no later than 3.30 pm (London time) on the 10th business day (as defined in
the Code)  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 pm (London time) on the business day (as defined in the Code)
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 Takeover 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

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) by no later than 12 noon (U.K. time) on the business
day (as defined in the Code) following the date of this announcement. The
content of the websites referred to in this announcement is not incorporated
into, and does not form part of, this announcement.

 

 

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