Just Group Regulatory News (JUST)

21 December 2018

Just Group plc (the "Company" or "Just")

Posting of Circular convening a general meeting

Following the conclusion of the Prudential Regulation Authority's recent consultation on the treatment of equity release mortgages being held to back annuity liabilities, the Board has been determining the optimal capital mix and level in order to provide a prudent base to support our business. The Board has also been reviewing the strength of the balance sheet, and as set out in the Company's 2018 interim results presentation, has a range of capital options from which to choose in due course.

Pursuant to this review, the Board is seeking authorities from its shareholders which would enable it to issue Restricted Tier 1 Bonds that are convertible into ordinary shares of the Company ("Ordinary Shares") upon the occurrence of certain trigger events (a "Trigger Event"). Capital sourced in this way would contribute to the Group's Solvency II capital requirements and give the Group greater flexibility in the management of its capital.

The circumstances in which the Restricted Tier 1 Bonds may convert into Ordinary Shares would be limited to the occurrence of a Trigger Event. A Trigger Event may only occur if the Group determines, in consultation with the PRA, that it has ceased to comply with its capital requirements under Solvency II in a significant way. This may occur if the amount of capital held by the Group falls below 75 per cent. of its capital requirements, if the Group fails to comply with its capital requirements for a continuous period of three months or more or if the Group fails to comply with other minimum capital requirements applicable to it. Only if a Trigger Event occurs (and not under any other circumstances) would any Restricted Tier 1 Bonds issued by the Company convert into new Ordinary Shares. The holders of any Restricted Tier 1 Bonds would not have the option to require conversion of the Restricted Tier 1 Bonds at their discretion.

Accordingly, Just has issued a circular to all Shareholders (the "Circular") containing a notice convening, and explaining the reasons for, a general meeting (the "Meeting"), which will take place at 10:00 am on Wednesday, 16 January 2019 at Andaz Hotel, 40 Liverpool Street, London EC2M 7QN.

At the Meeting, the resolutions summarised below (the "Resolutions") will be put to Shareholders:

Resolution 1: Allotment Resolution: an ordinary resolution seeking the approval of Shareholders to provide the Directors with the necessary authority and power to allot sufficient new Ordinary Shares up to an aggregate nominal amount equal to £42,253,521.10 (being approximately 44.9 per cent. of the nominal value of the existing share capital) in connection with any issue(s) of Restricted Tier 1 Bonds; and

Resolution 2: Disapplication Resolution: a special resolution seeking the approval of Shareholders to confer on the Directors the power to allot and issue new Ordinary Shares in connection with any issue(s) of Restricted Tier 1 Bonds up to an aggregate nominal amount equal to £42,253,521.10 (being approximately 44.90 per cent. of the nominal value of the existing share capital) without first offering them to existing Shareholders in proportion to their existing shareholdings.

The Directors may use the authority sought in the Allotment Resolution if market conditions allow and, in the opinion of the Directors at the relevant time, such an issuance of Restricted Tier 1 Bonds would be desirable to improve the capital structure of the Company.

The Disapplication Resolution would permit the Company the flexibility necessary to allot equity securities pursuant to any proposal to issue Restricted Tier 1 Bonds without the need to comply with the strict pre-emption requirements of the UK statutory regime.

The explanatory letter from Chris Gibson-Smith, the Chairman of Just, which forms part of the Circular, provides further information on Restricted Tier 1 Bonds and sets out the Directors' reasoning for putting the Resolutions to Shareholders.

The Board considers the Resolutions to be in the best interests of the Company and its Shareholders taken as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of both Resolutions, as the Directors intend to do in respect of their own beneficial holdings, which amount in aggregate to 3,996,602 Ordinary Shares and represent approximately 0.42 per cent. of the Company's issued ordinary share capital as at 17 December 2018 being the latest practicable date prior to issuing the Circular.

Capitalised terms used in this announcement have the meanings given to them in the Circular, which is available on the Company's website (www.justgroupplc.co.uk)