Last checked at 14 Oct 2020 13:14
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 results of its tender offer in respect of its
£230,000,000 3.500 per cent. Subordinated Tier 3 Notes due 2025
14 October 2020. On 6 October 2020, Just Group plc1 (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.
This is the results announcement referred to in the Tender Offer Memorandum.
Results of the Offer and acceptance
The Offeror announces that it will, subject to satisfaction of the New Financing Condition, accept valid tenders of the Target Notes pursuant to the Offer on the basis set out below:
Target Notes | Maturity Date | Nominal Amount Tendered | Final Acceptance Amount | Scaling Factor | Purchase Price (% of nominal) | Outstanding Nominal Amount after Settlement |
3.500 per cent. Subordinated Tier 3 Notes due 2025 (ISIN: XS1766956921) | 7 February 2025 | £152,510,000 | £75,000,000 | 48.9595% | 94.25% | £155,000,000 |
New Financing Condition and Settlement of the Offer
The Offeror currently expects the New Financing Condition to be satisfied on 15 October 2020.
Subject to satisfaction or waiver by the Offeror of the New Financing Condition, the Settlement Date for the Offer is scheduled for 16 October 2020.
Total amount payable to Noteholders pursuant to the Offer
Subject to satisfaction of the New Financing Condition, upon settlement of the Offer the total amount that will be paid to each Noteholder on the Settlement Date in respect of the Target Notes accepted for purchase from such Noteholder will be an amount (rounded, if necessary, to the nearest £0.01, with £0.005 rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate nominal amount of the Target Notes of such Noteholder accepted for purchase pursuant to the Offer and (ii) the Purchase Price of 94.25 per cent.; and
(b) the Accrued Interest Payment in respect of such Target Notes.
Further information
Morgan Stanley & Co. International plc is acting as Dealer Manager for the Offer and Lucid Issuer Services Limited is acting as Tender and Information Agent for the Offer. Their respective contact details 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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1 The Legal Entity Identifier (LEI) of Just Group plc is: 5493006456YEZEELRR90
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: Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the Offer in the United States or in any other jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes 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.
The Expiration Deadline for the Offer has now passed and, accordingly, it is no longer possible to tender Target Notes pursuant to the Offer. The Offer was not made directly or indirectly in or into, or by use of the mail 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.