REG - Just Group plc - Form 8 (DD) - Just Group plc

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RNS Number : 3452X  Just Group PLC  19 March 2026

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     Mark Godson
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  Just Group plc
 relates:

      Use a separate form for each offeror/offeree
 (d) Status of person making the disclosure:                                     Person acting in concert with the offeree (Just Group plc)

      e.g. offeror, offeree, person acting in concert with the
 offeror/offeree (specify name of offeror/offeree)
 (e) Date dealing undertaken:                                                    18 March 2026
 (f)  In addition to the company in 1(c) above, is the discloser making          NO
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following the dealing

 

 Class of relevant security:

                                                                      Interests        Short positions

                                                                      Number   %       Number    %
 (1) Relevant securities owned and/or controlled:                     101,819  0.0001  NIL       -
 (2) Cash-settled derivatives:                                        NIL      -       NIL       -

 (3) Stock-settled derivatives (including options) and agreements to  NIL      -       NIL       -
 purchase/sell:
                                                                      101,819  0.0001  NIL       -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities (including directors'
and other employee options)

 

 Class of relevant security in relation to which subscription right exists:   Ordinary shares of 10 pence each
 Details, including nature of the rights concerned and relevant percentages:

Share plan                 No. of Shares under option or subject to award  Date of award / grant  Vesting date   Date of expiry of exercise period  Exercise price (per share) (£)
 Deferred Share Bonus Plan  143,884                                         31 March 2025          31 March 2028  31 March 2035                      Nil
 Long Term Incentive Plan   390,322                                         18 March 2026          18 March 2029  18 March 2036                      Nil
 Long Term Incentive Plan   512,922                                         31 March 2025          31 March 2028  31 March 2035                      Nil
 Long Term Incentive Plan   568,720                                         28 March 2024          28 March 2027  28 March 2034                      Nil
 Sharesave Plan             31,176                                          24 April 2024          1 June 2029    1 December 2029                    0.85

 

 

 

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

 

The currency of all prices and other monetary amounts should be stated.

 

(a)        Purchases and sales

 

(i)         Party to an offer or person acting in concert (except for
a principal trader in the same group as a connected adviser)

 

 Class of relevant security  Purchase/sale  Number of securities  Price per unit

 N/A                         N/A            N/A                   N/A

 

(ii)        Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected adviser

 

 Class of relevant security  Purchases/ sales  Total number of securities  Highest price per unit paid/received  Lowest price per unit paid/received

 N/A                         N/A               N/A                         N/A                                   N/A

 

(b)        Cash-settled derivative transactions

 

 Class of relevant security  Product description  Nature of dealing                                                              Number of reference securities  Price per unit

                             e.g. CFD             e.g. opening/closing a long/short position, increasing/reducing a long/short
                                                  position
 N/A                         N/A                  N/A                                                                            N/A                             N/A

 

(c)        Stock-settled derivative transactions (including options)

 

(i)         Writing, selling, purchasing or varying

 

 Class of relevant security  Product description e.g. call option  Writing, purchasing, selling, varying etc.  Number of securities to which option relates  Exercise price per unit  Type                           Expiry date  Option money paid/ received per unit

                                                                                                                                                                                      e.g. American, European etc.
 N/A                         N/A                                   N/A                                         N/A                                           N/A                      N/A                            N/A          N/A

 

(ii)        Exercise

 

 Class of relevant security  Product description  Exercising/ exercised against  Number of securities  Exercise price per unit

                             e.g. call option
 N/A                         N/A                  N/A                            N/A                   N/A

 

(d)        Other dealings (including subscribing for new securities)

 

 Class of relevant security        Nature of dealing                                                              Details                                                                Price per unit (if applicable)

                                   e.g. subscription, conversion
 Ordinary shares of 10 pence each  Grant of nil-cost option to acquire ordinary shares under Long Term Incentive  Grant of nil-cost option over 390,322 ordinary shares under Long Term  NIL

                                 Plan                                                                           Incentive Plan *

 

*These awards under the Long Term Incentive Plan have been granted on terms
that they will lapse on completion of the acquisition of Just Group plc by BWS
Holdings Ltd ("Bidder") and will be replaced by an award under the Bidder's
incentive arrangements.

 

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer or person acting in concert making the disclosure and any other
 person:

 Irrevocable commitments and letters of intent should not be included.  If
 there are no such agreements, arrangements or understandings, state "none"

 None

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer or person acting in concert making the
 disclosure and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  NO
 Supplemental Form 8 (SBL)             NO

 

 

 Date of disclosure:   19 March 2026
 Contact name:        Simon Watson, Group Company Secretary
 Telephone number:    +44 (0)20 7444 8400

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

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