TIDMJUST
RNS Number : 3678I
Just Group PLC
12 August 2021
12 August 2021
Just Group plc (the "Company" or "Just")
Publication of Circular Convening a General Meeting
Introduction
As set out in the Chair's Statement in the 2020 Annual Report,
in 2019 Just embarked on a programme to adapt its business model
with a view to reducing the overall capital intensity of the
business, strengthening the headline capital position and
increasing its organic capital generation. During 2020 and
continuing into the first half of 2021, the Company has
demonstrated the success of this repositioning and has continued to
strengthen its capital position, both in terms of the Solvency II
capital coverage ratio and its overall resilience, while also
delivering an improved operating performance.
Alongside the improving headline levels of Solvency II capital,
the Board has also been monitoring the optimal capital mix in order
to provide a prudent and effective base to support Just's business
and its expected growth going forward.
Overall, the Board is comfortable with the current capital
position of the Group. Nevertheless, the Board is proposing that
Shareholders delegate to the Board additional flexibility to manage
the capital position on an ongoing basis by authorising the issue
of further Solvency II-compliant restricted tier 1 bonds,
structured as contingent convertible securities ("Restricted Tier 1
Bonds"), in addition to other forms of subordinated debt.
Accordingly, the Board wishes to seek authority from
Shareholders to issue new Restricted Tier 1 Bonds that are
convertible into ordinary shares of the Company ("Ordinary Shares")
upon the occurrence of certain trigger events ("Trigger Events").
Under the prudential rules applicable to the Group, Restricted Tier
1 Bonds must either be converted to equity or written off upon the
occurrence of certain Trigger Events. The conversion feature is
more tax and solvency capital efficient for the Group.
The circumstances in which the Restricted Tier 1 Bonds may
convert into Ordinary Shares would be limited to the occurrence of
a Trigger Event. A Trigger Event will occur if the Group
determines, in consultation with the PRA, that it has ceased to
comply with its capital requirements under Solvency II in a
significant way. This may occur if the amount of capital held by
the Group falls below 75% of its capital requirements, if the Group
fails to comply with its capital requirements for a continuous
period of three months or more or if the Group fails to comply with
other minimum capital requirements applicable to it. Only if a
Trigger Event occurs (and not under any other circumstances) will
any Restricted Tier 1 Bonds issued by the Company convert into new
Ordinary Shares. The holders of any Restricted Tier 1 Bonds would
not have the option to require conversion of the Restricted Tier 1
Bonds at their discretion.
The Board continues to monitor the Company's and the Group's
capital position, including in respect of a possible issue of
Restricted Tier 1 Bonds or other forms of subordinated debt
instruments, as part of its overall capital management. If passed,
the Board will look to exercise the authorities and powers granted
by the resolutions to be proposed at the General Meeting (as
defined below) in support of any such issue of Restricted Tier 1
Bonds.
Circular and Notice of General Meeting
Accordingly, Just has today made available to Shareholders a
circular (the "Circular") containing a notice convening, and
explaining the reasons for, a general meeting of the Company (the
"General Meeting"), which will take place at Enterprise House,
Bancroft Road, Reigate, Surrey, RH2 7RP on Tuesday, 31 August 2021
at 10:00 am.
The Circular is now available on the Company's website at
www.justgroupplc.co.uk/investors/shareholder-information. Printed
copies of the Circular together with a Form of Proxy will be posted
today to those Shareholders who have requested it.
The General Meeting is being held for the purpose of considering
and, if thought fit, passing the resolutions summarised below (the
"Resolutions"):
Resolution 1: Allotment Resolution: an ordinary resolution
seeking the approval of Shareholders to provide the Directors with
the necessary authority and power to allot Ordinary Shares and
grant rights to subscribe for or convert any security into Ordinary
Shares up to an aggregate nominal amount equal to GBP50,000,000
(representing approximately 48% of the issued Ordinary Share
Capital as at the Latest Practicable Date) in connection with any
issue(s) of Restricted Tier 1 Bonds. This authority will apply
until the end of the Company's next Annual General Meeting (or, if
earlier, at the close of business on 30 June 2022); and
Resolution 2: Disapplication Resolution : a special resolution
seeking the approval of Shareholders to confer on the Directors the
power to allot Ordinary Shares and grant rights to subscribe for or
convert any security into Ordinary Shares in connection with any
issue(s) of Restricted Tier 1 Bonds pursuant to Resolution 1
without first offering them to existing Shareholders in proportion
to their existing shareholdings. This authority will apply until
the end of the Company's next Annual General Meeting (or, if
earlier, at the close of business on 30 June 2022).
The Directors believe it is in the best interests of the Company
for the Board to have the additional flexibility to issue further
convertible Restricted Tier 1 Bonds, in addition to other forms of
subordinated debt instruments, in order to optimise its capital
structure and may use the authority sought in the Allotment
Resolution if, in the opinion of the Directors at the relevant
time, such an issuance of Restricted Tier 1 Bonds would be
desirable to improve the capital structure of the Company and
market conditions allow.
The Disapplication Resolution would permit the Company the
flexibility necessary to allot equity securities pursuant to any
proposal to issue Restricted Tier 1 Bonds without the need to
comply with the strict pre-emption requirements of the UK statutory
regime. Together with the Allotment Resolution, the Disapplication
Resolution is intended to provide the Directors with the
flexibility to issue Restricted Tier 1 Bonds which may convert into
Ordinary Shares. This will enhance the Company's ability to manage
its capital.
The explanatory letter from John Hastings-Bass, the Chair of
Just, which forms part of the Circular, provides further
information on Restricted Tier 1 Bonds and sets out the Directors'
reasoning for putting the Resolutions to Shareholders.
Recommendation
The Board considers the Resolutions to be in the best interests
of the Company and its Shareholders taken as a whole. Accordingly,
the Board unanimously recommends that Shareholders vote in favour
of both Resolutions, as the Directors intend to do in respect of
their own beneficial holdings, which amount in aggregate to
2,023,566 Ordinary Shares and represent approximately 0.19% of the
Company's issued ordinary share capital as at 9 August 2021, being
the Latest Practicable Date prior to issuing the Circular.
COVID-19
Although the UK Government has lifted the COVID-19 restrictions
as of 19 July 2021, the situation is still evolving. We are closely
monitoring the situation and if circumstances should change
materially before the date of the General Meeting, we may adapt our
proposed arrangements in accordance with UK Government guidelines
and mindful of public health concerns. If these arrangements do
change, we will notify any changes as early as possible before the
date of the General Meeting. Shareholders should continue to
monitor our website
www.justgroupplc.co.uk/investors/shareholder-information) and our
regulatory announcements for any updates in relation to the General
Meeting.
National Storage Mechanism
Copies of the Circular and Form of Proxy will be submitted to
the National Storage Mechanism and will shortly be available for
viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
Capitalised terms used in this announcement have the meanings
given to them in the Circular, which is available on the Company's
website ( www.justgroupplc.co.uk )
Enquiries
General Media
Simon Watson, Group Company Secretary Stephen Lowe, Group Communications
Telephone: +44 (0) 20 7444 8400 Director
Telephone: +44 (0) 1737 827 301
Investors / Analysts press.office@wearejust.co.uk
Alistair Smith, Head of Investor
Relations Temple Bar Advisory
Telephone: +44 (0) 1737 232 792 Alex Child-Villiers
alistair.smith@wearejust.co.uk William Barker
Telephone: +44 (0) 20 7183 1190
Paul Kelly, Investor Relations
Manager
Telephone: +44 (0) 20 7444 8127
paul.kelly@wearejust.co.uk
A copy of this announcement will be available on the Group's
website www.justgroupplc.co.uk.
JUST GROUP PLC
GROUP COMMUNICATIONS
Enterprise House
Bancroft Road, Reigate
Surrey RH2 7RP
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