REG - Just Group plc - Notice to RT1 Noteholders - Update

JustAnnouncement

Today 07:15

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260401:nRSA0239Za&default-theme=true

RNS Number : 0239Z  Just Group PLC  01 April 2026

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS.
IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD
CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE
FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY

NOTICE TO THE HOLDERS OF

JUST GROUP PLC

(Registered Number: 08568957)

(the "Issuer")

£325,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent
Convertible Notes

(ISIN: XS2386882729)

(the "Notes" and the holders thereof, the "Noteholders")

MODIFICATION TO THE TERMS AND CONDITIONS OF THE NOTES

AND CHANGE OF CONTROL NOTICE

NOTICE IS HEREBY GIVEN to the Noteholders that, in accordance with the terms
and conditions of the Notes (the "Conditions"), with effect on and from 30
March 2026, the Issuer  has agreed with the Trustee to certain modifications
to the Conditions (the "Modification"), such that, upon the occurrence of a
Non-Qualifying Change of Control where the Issuer has Ordinary Shares in
issue, the Notes will remain convertible into Ordinary Shares in the Issuer
upon the occurrence of a Trigger Event (rather than instead providing for the
automatic write-down in full of the Notes upon the occurrence of a Trigger
Event). The consent of the holders of the Notes was not required in connection
with the Modification.

The full form of the Conditions as amended by the Modification is appended to
this notice and copies thereof will be (i) available for inspection during
usual business hours by Noteholders at the specified offices of the Principal
Paying and Conversion Agent, the Registrar and the Transfer Agent or (ii)
provided by email to a Noteholder following its prior written request to the
Principal Paying and Conversion Agent, the Registrar or the Transfer Agent, in
each case upon provision of proof of holding of Notes and identity (in a form
satisfactory to the Principal Paying and Conversion Agent, the Registrar or
the Transfer Agent (as applicable). Noteholders should refer to the Conditions
as amended by the Modification for full details of the Modification.

On 31 July 2025, the boards of the Issuer and Brookfield Wealth Solutions Ltd.
("BWS") announced that they had reached agreement on the terms of a
recommended cash offer by BWS Holdings Ltd. ("Bidco"), a wholly owned
subsidiary of BWS, for the entire issued and to be issued share capital of the
Issuer (the "Acquisition"), to be implemented by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). On 26
August 2025, the Issuer published a circular in relation to the Scheme (the
"Scheme Document").

On 1 April 2026, the Issuer, Bidco and BWS announced that the Scheme has now
become effective in accordance with its terms and, pursuant to the Scheme, the
entire issued and to be issued share capital of the Issuer is now owned by
Bidco.

As a result of the Acquisition and the Scheme becoming effective in accordance
with its terms, a Change of Control has occurred pursuant to the Conditions.
This notice is a Change of Control Notice pursuant to the Conditions. In
accordance with Condition 6(o) (as amended by the Modification), the Issuer
hereby confirms in connection with the Change of Control that:

(i)   the Acquiror is Bidco;

(ii)  the Change of Control is a Non-Qualifying Change of Control; and

(iii)  the Issuer, on the occurrence of the Change of Control, has Ordinary
Shares in issue and accordingly, with effect from the occurrence of the Change
of Control, the Conversion Price in respect of the Notes shall be amended to
£1,000 per Ordinary Share, and the provisions of Condition 6 shall otherwise
continue to apply (there being no requirement for any Ordinary Shares
delivered on the Share Delivery Date to be admitted to listing or trading on a
Relevant Stock Exchange if the Ordinary Shares are not then listed or admitted
to trading on a Relevant Stock Exchange), provided that the Conversion Price
shall cease to be subject to adjustment thereafter in the circumstances
described in Condition 6(j) and instead shall be subject to adjustment in the
circumstances described in Condition 6(o)(iv)(B).

Words and expressions used in this notice shall, unless defined herein or the
context otherwise requires, have the same meaning as in the Conditions.

In accordance with normal practice, the Trustee does not assume any
responsibility for this notice. The Trustee has not verified, nor expresses
any opinion as to the contents of, this notice, nor makes any representation
that all relevant information has been disclosed, or has been disclosed
accurately, to the holders of the Notes. Accordingly, the Trustee urges
holders of the Notes who are in any doubt as to the impact of this notice to
seek their own independent legal and/or financial advice.

This notice is given by

JUST GROUP PLC

 

In case of queries, please contact:

Alistair Smith, Investor Relations           +44 (0) 1737 232 792

Paul Kelly, Investor Relations                +44 (0) 20 7444
8127

 

Dated: 1 April 2026

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCUPUWGCUPQUQG



            Copyright 2019 Regulatory News Service, all rights reserved