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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September 13, 2021 04:55 ET (08:55 GMT)

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