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 any and all tender offer in respect of the £100,000,000 9.5 per cent. Fixed Rate Subordinated Notes due 2025 of Partnership Life Assurance Company Limited and proposed issuance of fixed rate subordinated tier 2 notes of around £125,000,000

25 September 2019. Just Group plc (the "Offeror") announces today an invitation to eligible holders ("Noteholders") of the £100,000,000 9.5 per cent. Fixed Rate Subordinated Notes due 2025 (ISIN: XS1207688919) originally issued by Partnership Assurance Group plc and subsequently substituted as issuer by Partnership Life Assurance Company Limited (the "Target Notes") to tender any and all of the Target Notes for purchase by the Offeror for cash, subject to satisfaction of the New Financing Condition (as defined below) and on the terms and subject to the conditions described in a tender offer memorandum dated 25 September 2019 (the "Tender Offer Memorandum") prepared by the Offeror.

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.

Summary of the Offer

Rationale for the Offer

It is intended that the Offeror will use some or all of the proceeds of the issuance of the New Notes (as defined below) to fund the Purchase Price (as defined below) for Target Notes acquired pursuant to the Offer. The Offer, together with the issuance of the New Notes, will have a small positive net effect on the solvency position of the Offeror group.

The Offeror intends to surrender any Target Notes acquired under the Offer for redemption and cancellation by Partnership Life Assurance Company Limited.

Purchase Price and Accrued Interest

The Offeror will pay for any Target Notes validly tendered and accepted for purchase by the Offeror pursuant to the Offer a purchase price for such Target Notes (each a "Purchase Price") equal to 102.5 per cent. of the nominal amount of such Target Notes.

The Offeror will also pay an Accrued Interest Payment in respect of any Target Notes accepted for purchase pursuant to the Offer (the Purchase Price and Accrued Interest Payment together, the "Purchase Consideration").

New Financing Condition

The Offeror also announces its intention to issue new sterling-denominated Fixed Rate Subordinated Tier 2 Notes (the "New Notes"), which will be more fully described in an offering memorandum to be made available to eligible investors in due course. Whether the Offeror will accept for purchase any Target Notes validly tendered in the Offer and complete the Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the "New Financing Condition").

Allocation of New Notes

When considering allocations of New Notes, it is intended that priority will be given to those investors who have, prior to the allocation of the New Notes, tendered (or, if the New Issue Pricing Time occurs prior to the Expiration Deadline, have given a firm indication to the Dealer Manager that they intend to tender) their Target Notes pursuant to the Offer. Noteholders wishing to obtain a priority allocation must make a separate application for the purchase of such New Notes to the Dealer Manager (in its capacity as lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of the lead manager. Any potential allocation of New Notes, although prioritised as set out above, will be made in accordance with customary new issue allocation processes and procedures. 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 the Tender Offer Memorandum, including the blocking of such Target Notes, irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

No Scaling

If the Offeror decides to accept any Target Notes for purchase pursuant to the Offer, the Offeror proposes to accept all Target Notes validly tendered for purchase, without scaling of any tenders.

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, 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 2 October 2019, unless 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

* Noteholders should note that the New Issue Pricing Time may fall prior to or after the Expiration Deadline.

The above times and dates are indicative only and are subject to the right of the Offeror to extend, re-open, amend, and/or terminate the Offer (subject to applicable law and as provided in the Tender Offer Memorandum). 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 in the Tender Offer Memorandum. 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.

Announcements

Announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender and Information Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender and Information Agent for the relevant announcements during the course of the Offer.

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:

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 James Pearce, Director of Group Finance and Alistair Smith, Investor Relations Manager 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 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. 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. 16190 of 29 October 2007, 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. This announcement and the Tender Offer Memorandum have been issued by Just Group plc of Vale House, Roebuck Close, Bancroft Road, Reigate, Surrey RH2 7RU, United Kingdom, which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"). The Tender Offer Memorandum will be distributed only to existing holders of the Target Notes, and is only addressed to such existing holders in the United Kingdom where they would (if they were clients of the Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the meaning of the FCA rules. Neither this announcement nor the Tender Offer Memorandum is addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this announcement or the Tender Offer Memorandum should note that the Offeror is acting on its own account in relation to the Offer and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offeror or for providing advice in relation to the Offer.

In addition, 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. The Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Offer. This announcement and the Tender Offer Memorandum have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium. Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

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 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 EEA 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.