Just Group PLC Result of Tender Offer (5574L)
13 Septiembre 2021 - 3:55AM
UK Regulatory
TIDMJUST
RNS Number : 5574L
Just Group PLC
13 September 2021
Just Group plc announces results of its Tender Offer for its
GBP300,000,000 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 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 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 ANNOUNCEMENT
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, AS AMENDED (UK MAR).
13 September 2021. Just Group plc (the Company) announces today
the results of its invitation to holders of its GBP300,000,000
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 (the Offer).
The Offer was announced on 6 September 2021 and was made on the
terms and subject to the conditions contained in the tender offer
memorandum dated 6 September 2021 (the Tender Offer Memorandum).
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London
time) on 10 September 2021. As at the Expiration Deadline,
GBP295,170,000 in aggregate nominal amount of the Target Notes were
validly tendered for purchase pursuant to the Offer.
The Company announces that (subject to the satisfaction, or
waiver, of the New Financing Condition on or prior to the
Settlement Date) it has decided to accept for purchase all Target
Notes validly tendered pursuant to the Offer, at a cash purchase
price equal to 117.000 per cent. of the nominal amount of the
relevant Target Notes, together with an Accrued Interest
Payment.
The expected Settlement Date for the Offer is 17 September
2021.
Following the Settlement Date, the Company intends to cancel the
Target Notes purchased pursuant to the Offer and, accordingly, the
Company will have repurchased and cancelled 98.39 per cent. of the
nominal amount of the originally issued Target Notes. As a
consequence, the 80 per cent. threshold described in the Tender
Offer Memorandum (see "The Offer - The Company's right to redeem
following the repurchase (and cancellation) or redemption of 80 per
cent. of the Target Notes") will have been met and it is the
current intention of the Company to exercise its option under the
terms and conditions of the Target Notes to redeem, following
settlement of the Offer, all of the Target Notes that were not
validly tendered for purchase pursuant to the Offer, at their
nominal amount together with any accrued and unpaid interest.
However, the Company is not under any obligation to make any such
redemption and the Company's intention to do so may change at any
time and for any reason.
HSBC Bank plc (Attention: Liability Management; Telephone: +44
20 7992 6237; Email: LM_EMEA@hsbc.com); J.P. Morgan Securities plc
(Attention: EMEA Liability Management Group; Telephone: + 44 20
7134 2468; Email: liability_management_EMEA@jpmorgan.com); and
Morgan Stanley & Co. International plc (Attention: Liability
Management Team; Telephone: +44 20 7677 5040; Email:
liabilitymanagementeurope@morganstanley.com) are acting as Dealer
Managers and Lucid Issuer Services Limited (Attention: Arlind
Bytyqi; Telephone: +44 20 7704 0880; Email: justgroup@lucid-is.com)
is acting as Tender Agent.
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of 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
Company and Hilary Black, Senior Assistant Company Secretary at the
Company.
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. No offer or invitation to acquire any
securities is being made pursuant to this announcement. 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 comes are required by each of the Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to
observe, any such restrictions.
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END
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