Just Group plc announces Tender Offer for its £300,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

6 September 2021.  Just Group plc (the Company) announces today its invitation to holders of its outstanding £300,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS1934875219) (the Target Notes) to tender their Target Notes for purchase by the Company for cash subject to the satisfaction (or waiver) of the New Financing Condition (as defined below) (the Offer).  The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 September 2021 (the Tender Offer Memorandum) prepared by the Company for the Offer, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

Rationale for the Offer

The purpose of the Offer is to optimise the capital structure and debt profile of the Group.

Alongside the Offer, the Group has also announced the launch of a proposed issue of sterling-denominated Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the New Notes). The Company intends that an amount equal to the net proceeds of the issue of the New Notes will be used by the Issuer for its general corporate purposes, including to fund the purchase of Target Notes pursuant to the Offer and the financing or refinancing, in whole or in part, of sustainability projects (as further described in the Preliminary Offering Memorandum).

The issue of the New Notes and the Offer are intended to (i) extend duration and reduce the debt refinancing risk of the Group and (ii) optimise the capital structure and debt profile of the Group. Target Notes purchased by the Company pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold.

See also "Risk Factors and Other Considerations - The Company's right to redeem following the repurchase (and cancellation) or redemption of 80 per cent. of the Target Notes" in the Tender Offer Memorandum.

Purchase Price and Accrued Interest

The Company will, on the Settlement Date, pay for Target Notes validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price equal to 117.000 per cent. of the nominal amount of such Target Notes (the Purchase Price).

The Company will also pay an Accrued Interest Payment in respect of Target Notes accepted for purchase pursuant to the Offer.

Any and All Offer

If the Company decides to accept valid tenders of any Target Notes for purchase pursuant to the Offer, it will accept for purchase all Target Notes that are validly tendered in full, with no pro rata scaling, subject to the satisfaction (or waiver) of the New Financing Condition.

Commitments to participate in the Offer

Prior to the Launch Date, the Company has received commitments in respect of £254,776,000 in aggregate nominal amount of the Target Notes to tender such Target Notes in the Offer on the terms set out in the Tender Offer Memorandum.

The Company's right to redeem following the repurchase (and cancellation) or redemption of 80 per cent. of the Target Notes

Under the terms and conditions of the Target Notes, in the event that 80 per cent. or more of the nominal amount of the originally issued Target Notes have been repurchased and cancelled, then the Company may, at its option, redeem all (but not some only) of the remaining outstanding Target Notes at their nominal amount together with any accrued and unpaid interest to (but excluding) the redemption date (such interest, including any arrears of interest, to be calculated in accordance with the terms and conditions of the Target Notes), subject to the Company having given the relevant Noteholders not less than 30 nor more than 60 days' notice and certain other conditions being satisfied.

The Company has received commitments in respect of £254,776,000 in aggregate nominal amount of the Target Notes to tender such Target Notes in the Offer (see "The Offer - Commitments to participate in the Offer" above), which equals 84.925 per cent. of the nominal amount of the originally issued Target Notes. As a consequence, the Company expects that the 80 per cent. threshold described above will be met pursuant to the Offer. Although there can be no assurance, in the event that such threshold is met, as to when the Company will choose to exercise its option to redeem the Target Notes, it is the intention of the Company to exercise its option if it has accepted all valid tenders of Target Notes for purchase pursuant to the Offer in full.

New Financing Condition

The Company announced today its intention to issue the New Notes subject to market conditions. 

Whether the Company will purchase any Target Notes validly tendered in the Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the New Financing Condition).

Even if the New Financing Condition is satisfied, the Company is under no obligation to accept for purchase any Target Notes tendered pursuant to the Offer. The acceptance for purchase by the Company of Target Notes validly tendered pursuant to the Offer is at the sole discretion of the Company, and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the preliminary offering memorandum to be dated on 6 September 2021 and prepared by the Company in connection with the issue and listing of the New Notes (including any amendment or supplement thereto, the Preliminary Offering Memorandum), and no reliance is to be placed on any other representations other than those contained in the Preliminary Offering Memorandum.

For the avoidance of doubt, the ability to purchase any New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Preliminary Offering Memorandum). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes.

The New Notes have not been, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.  Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act).  The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S of the Securities Act (each a U.S. Person)).

Compliance information for the New Notes:

UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID / UK FCA CoCo restriction - Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been or will be prepared as not available to retail in EEA or UK. No sales to retail clients (as defined in COBS 3.4) in the UK. 

See the Preliminary Offering Memorandum for further information.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Allocation of the New Notes

When considering allocation of the New Notes, the Company may give preference to those Noteholders that, prior to such allocation, have validly tendered or have given a firm intention to any Dealer Manager that they intend to tender their Target Notes for purchase pursuant to the Offer. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to tendering its existing Target Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. Any such preference will, subject to the sole and absolute discretion of the Company, be applicable up to the aggregate nominal amount of Target Notes tendered by such Noteholder (or in respect of which such Noteholder has indicated a firm intention to tender as described above) pursuant to the Offer. However, the Company is not obliged to allocate any New Notes to a Noteholder that has validly tendered or indicated a firm intention to tender its Target Notes for purchase pursuant to the Offer and, if any such New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Target Notes tendered by such Noteholder and accepted for purchase by the Company pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being £200,000).

All allocations of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of the Company. In the event that a Noteholder validly tenders Target Notes pursuant to the Offer, such Target Notes will remain subject to such tender and the conditions of the Offer as set out in this Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offer and any Noteholder that wishes to subscribe for New Notes in addition to tendering Target Notes for purchase pursuant to the Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Target Notes for purchase pursuant to the Offer and the quantum of Target Notes that it intends to tender.

General

The Offer begins on 6 September 2021 (the Launch Date) and will expire at 4.00 p.m. (London Time) on 10 September 2021 (the Expiration Deadline), unless extended, re-opened or terminated as provided in the Tender Offer Memorandum.

In order to be eligible to receive the Purchase Price, Noteholders must validly tender their Target Notes by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.  The deadlines set by any intermediary or clearing system will be earlier than the deadlines specified above.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.  Tender Instructions must be submitted in respect of a minimum nominal amount of Target Notes (being £200,000) and integral multiples of £1,000 thereafter.

Indicative Timetable for the Offer

Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time and the above times and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate the Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Target Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be made by the Company by (i) publication on the website of the Luxembourg Stock Exchange at www.bourse.lu and (ii) delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer, the contact details for which are set out below.

Further Information

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Requests for information in relation to the Offer should be directed to:

Morgan Stanley & Co. International plc

25 Cabot Square

Canary Wharf

London E14 4QA

United Kingdom

Telephone: +44 20 7677 5040

Attention: Liability Management Team

Email: [email protected]

Requests for information in relation to the procedures for tendering Target Notes in, and for any documents or materials relating to, the Offer should be directed to:

THE TENDER AGENT

Lucid Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Arlind Bytyqi

Email: [email protected]

This announcement is made by Just Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Simon Watson, Company Secretary at the Offeror and Hilary Black, Senior Assistant Company Secretary at the Offeror.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum.  This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer.  Any Noteholder who is in any doubt as to the action it should take, is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Target Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Target Notes in the Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Target Notes in the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.  Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Target Notes (and tenders of Target Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or such affiliate (as the case may be) in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities and the minimum denomination of the New Notes will be £200,000.

United States.  The Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Target Notes may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located or resident in the United States.  Any purported tender of Target Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Target Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. 

This announcement and the Tender Offer Memorandum are not an offer of securities for sale in the United States or to U.S. Persons (as defined in Regulation S of the Securities Act (each a U.S. Person)). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Target Notes participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of the above two paragraphs, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order)) or within Article 43 of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy. None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial owners of the Target Notes that are located in Italy can tender Target Notes for purchase in the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Target Notes or the Offer.

France. The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.