Just Group Regulatory News (JUST)

NOT FOR 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 ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Just Group plc announces the Purchase Price for its tender offer in respect of its £230,000,000 3.500 per cent. Subordinated Tier 3 Notes due 2025

8 October 2020. On 6 October 2020, Just Group plc (the "Offeror") announced an invitation to eligible holders ("Noteholders") of its £230,000,000 3.500 per cent. Subordinated Tier 3 Notes due 2025 (ISIN: XS1766956921) (the "Target Notes") to tender such Target Notes for purchase by the Offeror for cash up to the Final Acceptance Amount, subject to satisfaction of the New Financing Condition and on the terms and subject to the conditions described in a tender offer memorandum dated 6 October 2020 (the "Tender Offer Memorandum") prepared by the Offeror (the "Offer").

Capitalised terms used and not otherwise defined in this announcement shall have the meanings given in the Tender Offer Memorandum, copies of which may be obtained (subject to offer and distribution restrictions) by holders of Target Notes from Lucid Issuer Services Limited (the "Tender and Information Agent") at the details set out below.

Purchase Price

The Offeror now announces that the Purchase Price for the Offer shall be 94.25 per cent. of the nominal amount of the Target Notes purchased pursuant to the Offer.

Summary of the Offer

Submission of Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer in respect of any Target Notes accepted by the Offeror for purchase, Noteholders must validly tender their Target Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by 4.00 p.m. (London time) on 13 October 2020, unless the Offer is extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the "Expiration Deadline").

Noteholders should note that the deadlines for the submission and withdrawal of Tender Instructions set by any intermediary and each clearing system through which Noteholders hold their Target Notes will be earlier than this deadline.

Tender Instructions will be irrevocable, except in limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of Target Notes of no less than £100,000 (being the minimum denomination of the Target Notes) and may be submitted in integral multiples of £1,000 thereafter.

See "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further details regarding submission of Tender Instructions.

Indicative timetable for the Offer

The times and dates below are indicative only.

The deadlines for the submission of Tender Instructions set by each Clearing System and any other intermediary through which a Noteholder holds its Target Notes will be earlier than the relevant deadlines specified above.

HOLDERS ARE ADVISED TO READ CAREFULLY THE TENDER OFFER MEMORANDUM (INCLUDING THE SECTION "RISK FACTORS AND OTHER CONSIDERATIONS") FOR FULL DETAILS OF, AND INFORMATION ON THE PROCEDURES FOR PARTICIPATING IN, THE OFFER.

Further information

Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Manager, and (ii) the delivery of Tender Instructions may be directed to the Tender and Information Agent, the contact details for each of which are as follows:

Dealer Manager: Morgan Stanley & Co. International plc, 25 Cabot Square, Canary Wharf, London E14 4QA, United Kingdom. Telephone: +44 (0) 20 7677 5040; Email: liabilitymanagementeurope@morganstanley.com; Attn: Liability Management Group.

Tender and Information Agent: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, United Kingdom. Telephone: +44 20 7704 0880; Email: justgroup@lucid-is.com; Attention: Mu-yen Lo.

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MARKET ABUSE REGULATION

This announcement is released 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 ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Andy Parsons, Chief Financial Officer of Just Group plc.

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. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, 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 pursuant to the Offer. None of the Offeror, the Dealer Manager, the Tender and Information Agent or any of their respective directors, officers, employees, agents, advisers, affiliates or controlling persons makes any recommendation whether Noteholders should tender Target Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or 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 Offeror, the Dealer Manager and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Target Notes (and tenders of Target Notes in the Offer will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require a Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction. 

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 and 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 any 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, or by any person acting for the account or benefit of, 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.

Each Noteholder 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 this and the above paragraph, "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.

Italy. None of the Offer, this announcement or the Tender Offer Memorandum or any other document or materials relating to the Offer have been or will be submitted to the clearance procedure 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. 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 from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with 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 and/or the Offer.

United Kingdom. The communication of this announcement and 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, as amended. 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, and may only be acted upon by, 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 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France. This announcement, the Tender Offer Memorandum and any documents or offering materials relating to the Offer may not be distributed in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

New Notes. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the offering memorandum prepared by the Offeror in connection with the issue and admission to trading of the New Notes (the "Offering Memorandum"), and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. Subject to compliance with all applicable securities laws and regulations, the Offering Memorandum is expected to be available from the Dealer Manager as a joint lead manager for the issue and offering of the New Notes on request.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement, the Tender Offer Memorandum or the Offering 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 under the Securities Act).

Compliance information for the New Notes: MiFID II product governance - eligible counterparties and professional clients only; PRIIPs Regulation - no sales to European Economic Area or United Kingdom retail investors; no key information document has been or will be prepared. See the 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.