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30 Mar 2026 11:39
Just Group plc
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
On 31 July 2025, the boards of Just Group plc (the "Company") and BWS Holdings Ltd. ("BWS") announced that they had reached agreement on the terms of a recommended cash acquisition for the entire issued, and to be issued, ordinary share capital of Just (the "Acquisition"). The scheme document was published on 26 August 2026.
The Acquisition was approved at a Court Sanction hearing held on 27 March 2026, with the scheme of arrangement expected to become effective on 1 April 2026.
As a result of the Court sanctioning the scheme of arrangement, outstanding options over ordinary shares in the capital of the Company of £0.10 each granted under the Company's Long Term Incentive Plan ("LTIP"), Deferred Share Bonus Plan ("DBSP") and Sharesave Scheme ("Sharesave") vested and were exercised by Persons Discharging Managerial Responsibility ("PDMRs").
The treatment of the LTIP, DSBP and Sharesave options in the event of the Acquisition being approved by the Court was set out in a Co-operation Agreement agreed between the Company and BWS dated 31 July 2025.
The below notifications, made in accordance with the requirements of the UK Market Abuse Regulation, give further detail.
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| David Richardson
| ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group Chief Executive Officer
| ||||
b)
| Initial notification /Amendment
| Initial notification
| ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Just Group plc | ||||
b)
| LEI
| 5493006456YEZEELRR90 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||
Identification code | GB00BCRX1J15 | |||||
b)
| Nature of the transaction
| Vesting and exercise of nil cost options granted under the Just Group plc Long Term Incentive Plan on 23 March 2023, 28 March 2024 and 31 March 2025.
| ||||
c)
| Price(s) and volume(s) | |||||
Price(s) | Volume(s) | |||||
(i) | £NIL | 3,573,627 | ||||
d)
| Aggregated information | |||||
- Aggregated volume - Price | - 3,573,627-NIL
| |||||
e)
| Date of the transaction
| 27 March 2026 | ||||
f)
| Place of the transaction
| Outside a trading venue
| ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Mark Godson
| ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group Chief Financial Officer | ||||
b)
| Initial notification /Amendment
| Initial notification
| ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Just Group plc | ||||
b)
| LEI
| 5493006456YEZEELRR90 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||
Identification code | GB00BCRX1J15 | |||||
b)
| Nature of the transaction
| Vesting and exercise of nil cost options granted under the Just Group plc Long Term Incentive Plan on 28 March 2024 and 31 March 2025.
| ||||
c)
| Price(s) and volume(s) | |||||
Price(s) | Volume(s) | |||||
(i) | £NIL | 869,034 | ||||
d)
| Aggregated information | |||||
- Aggregated volume - Price | - 869,034-NIL
| |||||
e)
| Date of the transaction
| 27 March 2026 | ||||
f)
| Place of the transaction
| Outside a trading venue
| ||||
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| David Richardson
| ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| Group Chief Executive Officer
| ||||
b)
| Initial notification /Amendment
| Initial notification
| ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Just Group plc | ||||
b)
| LEI
| 5493006456YEZEELRR90 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
a)
| Description of the financial instrument, type of instrument | Ordinary Shares of 10 pence each | ||||
Identification code | GB00BCRX1J15 | |||||
b)
| Nature of the transaction
| Vesting and exercise of nil cost options granted under the Just Group plc Deferred Share Bonus Plan on 23 March 2023.
| ||||
c)
| Price(s) and volume(s) | |||||
Price(s) | Volume(s) | |||||
(i) | £NIL | 325,475 | ||||
d)
| Aggregated information | |||||
- Aggregated volume - Price | - 325,475-NIL
| |||||
e)
| Date of the transaction
| 27 March 2026 | ||||
f)
| Place of the transaction
| Outside a trading venue
| ||||
Contact
Simon Watson, Group Company Secretary, +44 (0)20 7444 8400
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