TIDMJUST
RNS Number : 8208K
Just Group PLC
06 September 2021
Just Group plc announces 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, 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 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 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
Description of the ISIN / Common Outstanding Amount subject
Target Notes Code nominal amount Purchase Price to the Offer
------------------------ -------------- ---------------- --------------- ---------------
GBP300,000,000 Fixed XS1934875219 GBP300,000,000 117.000 per Any and all
Rate Reset Perpetual / 193487521 cent.
Restricted Tier 1
Contingent Convertible
Notes
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 GBP254,776,000 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
GBP254,776,000 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
GBP200,000).
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 GBP200,000) and integral multiples of
GBP1,000 thereafter.
Indicative Timetable for the Offer
Events Times and Dates
(all times are London
Time)
Launch Date Monday, 6 September 2021
Offer announced and Tender Offer Memorandum
available from the Tender Agent
Notice of the Offer published on the
Luxembourg Stock Exchange's website
at www.bourse.lu
Expiration Deadline 4.00 p.m. on Friday, 10
Deadline for receipt by the Tender Agent September 2021
of all Tender Instructions.
Announcement of Results As soon as reasonably
Announcement by the Company of whether practicable on the Business
(subject to satisfaction (or waiver) Day following the Expiration
of the New Financing Condition on or Deadline.
prior to the Settlement Date) it accepts
for purchase Target Notes validly tendered
in the Offer and, if so, the aggregate
nominal amount of Target Notes to be
purchased pursuant to the Offer.
Settlement Date Expected to be on the
Subject to the satisfaction (or waiver) Business Day after the
of the New Financing Condition, payment settlement date of the
of the Purchase Price and the Accrued New Notes
Interest Payment in respect of the Target
Notes accepted for purchase.
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:
THE DEALER MANAGERS
HSBC Bank plc J.P. Morgan Securities plc
8 Canada Square 25 Bank Street
London E14 5HQ Canary Wharf
United Kingdom London E14 5JP
Telephone: +44 20 7992 6237 United Kingdom
Attention: Liability Management Telephone: +44 20 7134 2468
Email: LM_EMEA@hsbc.com Attention: EMEA Liability Management
Group
Email: liability_management_EMEA@jpmorgan.com
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: liabilitymanagementeurope@morganstanley.com
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 TER 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: justgroup@lucid-is.com
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
GBP200,000.
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.
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END
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