REG - Just Group plc - Rule 2.9 Announcement

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RNS Number : 5347Y  Just Group PLC  30 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

30 March 2026

JUST GROUP PLC

("JUST")

RULE 2.9 ANNOUNCEMENT

In connection with the recommended cash acquisition of Just by BWS Holdings
Ltd. ("Bidco"), a wholly owned subsidiary of Brookfield Wealth Solutions Ltd.
("BWS"), and in accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), Just confirms that, as at the date of this announcement,
it has in issue 1,053,894,083 ordinary shares of 10 pence each ("Ordinary
Shares"). Just does not hold any Ordinary Shares in treasury.

The International Securities Identification Number of the Ordinary Shares is
GB00BCRX1J15.

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 Corporate 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

 

Slaughter and May is acting as legal adviser to Just.

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 is being made solely by means of the Scheme Document which,
together with the Forms of Proxy, 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 United Kingdom, is acting exclusively as financial
adviser to Just and no one else in connection with the Acquisition and will
not be responsible to anyone other than Just for providing the protections
afforded to clients of Evercore nor for providing advice in relation to the
Acquisition or any other matters referred to in this Announcement. Neither
Evercore nor any of its 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
or otherwise.

J.P. Morgan Securities PLC, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to J.P. Morgan Cazenove and no one else in connection with the
Acquisition and will not be responsible to anyone other than Just for
providing the protections afforded to clients of J.P. Morgan Cazenove nor for
providing advice in relation to the Acquisition or any other matters referred
to in this Announcement. Neither J.P. Morgan Cazenove nor any of its
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 J.P. Morgan Cazenove in
connection with this Announcement, any statement contained herein 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.

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.

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.

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.

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