REG - Just Group plc - Completion of Refinancing Exercise

JustAnnouncement

19/09/2024 15:15

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RNS Number : 9250E  Just Group PLC  19 September 2024

                       www.justgroupplc.co.uk
 NEWS RELEASE

 19 September 2024

 JUST GROUP PLC

 COMPLETION OF £400m TIER 2 ISSUANCE AND CONCURRENT £250m CAPPED TENDER OFFER

Just Group plc (the "Group", "Just") announces that it has successfully
completed a £400m Tier 2 bond issuance(1) and associated £250m capped tender
offer as part of a refinancing exercise.

 

The refinancing exercise consisted of the issuance of a £400m 10.5 year
Sustainability Tier 2 bond with a coupon of 6.875% ("Just Bonds") and a
concurrent tender offer (the "Tender Offer") targeting amongst others
Just's £250m 7.000% Green Tier 2 bond, (the "Priority 1 Bonds", ISIN:
XS2242666779), first callable from 15 October 2025. Just has accepted for
purchase £232.7m of the Priority 1 Bonds pursuant to the Tender Offer and
has given notice that it will exercise its rights under the terms and
conditions to redeem the remaining £17.3m of the Priority 1 Bonds(2).

 

The balance of the issuance proceeds from the Just Bonds will be used for
general corporate purposes, including the redemption of Just's £155m Tier 3
bond due on 7 February 2025, subject to regulatory non-objection.

 

This is Just's third ESG labelled bond issuance in four years:

 ·           An amount equal to the proceeds of the Just Bonds (£400m) will be allocated
             to eligible green and/or social asset categories. Eligible green assets
             include renewable energy, green buildings, clean transportation, and eligible
             social assets include affordable housing and access to essential services
 ·           The full eligibility criteria and Just's approach to sustainability investing
             and allocation of proceeds are set out in the Group's Sustainability Bond
             Framework, which has been published at
             https://www.justgroupplc.co.uk/sustainability/our-approach
             (https://www.justgroupplc.co.uk/sustainability/our-approach)
 ·           During 2023, Just completed its full £575m investment commitment arising from
             its £250m 7.000% Green Tier 2 bond issued in October 2020 and £325m
             Sustainability Restricted Tier 1 bond issued in September 2021

 

The Just Bonds are listed on the International Securities Market ("ISM") of
the London Stock Exchange, are rated BBB by Fitch Ratings and have the
following key terms and conditions:

 ·           Issued by Just Group plc, the listed holding company of the Group
 ·           £400m 10.5 year bullet structure, due on 30 March 2035
 ·           Optional redemption at any time from and including 30 September 2034
 ·           Annual fixed interest at 6.875%, payable semi-annually in arrear

Mark Godson, Group Chief Financial Officer, said:

"Just continues to demonstrate its strong social purpose through the launch of
this Sustainability Tier 2 bond.

We were very pleased by the high level of investor interest which, combined
with support from our existing bondholders, has enabled us to carry out this
early refinancing, while at the same time issuing a larger and more liquid
bond. This will help to support profitable and sustainable growth for many
years to come."

 

 

Notes:

Note 1:  The Offering Memorandum dated 16 September 2024 relating to the
issuance of £400,000,000 6.875 per cent. Subordinated Tier 2 Notes due 2035
(the "Offering Memorandum") has been submitted to and approved by the London
Stock Exchange's International Securities Market. A copy of the Offering
Memorandum can be viewed on Just Group plc's website at
https://www.justgroupplc.co.uk/investors/credit-investors
(https://www.justgroupplc.co.uk/investors/credit-investors)

Note 2: Just Group has today given notice to the remaining holders of the
£250,000,000 Fixed Rate Reset Subordinated Tier 2 Notes due 2031 (the
"Notes") issued by Just Group plc (the "Issuer"), that, pursuant to Condition
7.8 (Clean-up redemption at the option of the Issuer) of the Terms and
Conditions dated 13 October 2020 relating to the Notes, on 21 October 2024
(the "Redemption Date"), being a date falling not less than 30 nor more than
60 days from today's date, it shall redeem all Priority 1 Bonds that remain
outstanding. Accordingly, on the Redemption Date, all remaining Notes shall be
redeemed at their principal amount, together with all accrued and unpaid
interest to (but excluding) the Redemption Date.

 

 Enquiries

 Investors / Analysts                 Media

 Alistair Smith, Investor Relations   Stephen Lowe, Group Communications Director

 Telephone: +44 (0) 1737 232 792      Telephone: +44 (0) 1737 827 301

 alistair.smith@wearejust.co.uk       press.office@wearejust.co.uk

 Paul Kelly, Investor Relations       Temple Bar Advisory

 Telephone: +44 (0) 20 7444 8127      Alex Child-Villiers, Sam Livingstone

 paul.kelly@wearejust.co.uk           Telephone: +44 (0) 20 7183 1190

                                      just@templebaradvisory.com

 

JUST GROUP PLC

GROUP COMMUNICATIONS

Enterprise House

Bancroft Road

Reigate

Surrey RH2 7RP

www.justgroupplc.co.uk

CAUTIONARY STATEMENT AND FORWARD-LOOKING STATEMENTS

This announcement has been prepared for, and only for, the members of Just
Group plc (the "Company") as a body, and for no other persons. The Company,
its Directors, employees, agents and advisers do not accept or assume
responsibility to any other person to whom this document is shown or into
whose hands it may come, and any such responsibility or liability is expressly
disclaimed.

By their nature, the statements concerning the risks and uncertainties facing
the Company and its subsidiaries (the "Group") in this announcement involve
uncertainty since future events and circumstances can cause results and
developments to differ materially from those anticipated. This announcement
contains, and we may make other statements (verbal or otherwise) containing,
forward-looking statements in relation to the current plans, goals and
expectations of the Group relating to its or their future financial condition,
performance, results, strategy and/or objectives (including, without
limitation, climate-related plans and goals). Statements containing the words:
'believes', 'intends', 'expects', 'plans', 'seeks', 'targets', 'continues',
'future', 'outlook', 'potential' and 'anticipates' or other words of similar
meaning are forward-looking (although their absence does not mean that a
statement is not forward-looking). Forward-looking statements involve risk and
uncertainty because they are based on information available at the time they
are made, based on assumptions and assessments made by the Company in light of
its experience and its perception of historical trends, current conditions,
future developments and other factors which the Company believes are
appropriate and relate to future events and depend on circumstances which may
be or are beyond the Group's control. For example, certain insurance risk
disclosures are dependent on the Group's choices about assumptions and models,
which by their nature are estimates. As such, although the Group believes its
expectations are based on reasonable assumptions, actual future gains and
losses could differ materially from those that we have estimated. Other
factors which could cause actual results to differ materially from those
estimated by forward-looking statements include, but are not limited to:
domestic and global political, economic and business conditions (such as the
longer-term impact from the COVID-19 outbreak or the impact of other
infectious diseases, climate change, the conflict in the Middle East, and the
continuing situation in Ukraine); asset prices; market-related risks such as
fluctuations in interest rates and exchange rates, and the performance of
financial markets generally; the policies and actions of governmental and/or
regulatory authorities including, for example, new government initiatives
related to the provision of retirement benefits or the costs of social care or
the transition to net-zero; the impact of inflation and deflation; market
competition; failure to efficiently and effectively respond to climate change
related risks and the transition to a net zero economy; changes in assumptions
in pricing and reserving for insurance business (particularly with regard to
mortality and morbidity trends, gender pricing and lapse rates); risks
associated with arrangements with third parties, including joint ventures and
distribution partners and the timing, impact and other uncertainties
associated with future acquisitions, disposals or other corporate activity
undertaken by the Group and/or within relevant industries; inability of
reinsurers to meet obligations or unavailability of reinsurance coverage;
default of counterparties; information technology or data security breaches
including cybersecurity threats and the rapid pace of technological change;
the impact of changes in capital, solvency or accounting standards; and tax
and other legislation and regulations in the jurisdictions in which the Group
operates (including changes in the regulatory capital requirements which the
Company and its subsidiaries are subject to). As a result, the Group's actual
future financial condition, performance and results may differ materially from
the plans, goals and expectations set out in the forward-looking statements.
The forward-looking statements only speak as at the date of this document and
reflect knowledge and information available at the date of preparation of this
announcement. The Group undertakes no obligation to update these
forward-looking statements or any other forward-looking statement it may make
(whether as a result of new information, future events or otherwise), except
as may be required by law. Persons receiving this announcement should not
place undue reliance on forward-looking statements. Past performance is not an
indicator of future results. The results of the Company and the Group in this
announcement may not be indicative, and are not an estimate, forecast or
projection of, the Group's future results. Nothing in this announcement should
be construed as a profit forecast.

 

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