Notice to RT1 Noteholders - Update

Just Group PLC

01 April 2026

 

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY

NOTICE TO THE HOLDERS OF
JUST GROUP PLC
(Registered Number: 08568957)
(the "Issuer")

£325,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes
(ISIN: XS2386882729)

(the "Notes" and the holders thereof, the "Noteholders")

MODIFICATION TO THE TERMS AND CONDITIONS OF THE NOTES
AND CHANGE OF CONTROL NOTICE

NOTICE IS HEREBY GIVEN to the Noteholders that, in accordance with the terms and conditions of the Notes (the "Conditions"), with effect on and from 30 March 2026, the Issuer  has agreed with the Trustee to certain modifications to the Conditions (the "Modification"), such that, upon the occurrence of a Non-Qualifying Change of Control where the Issuer has Ordinary Shares in issue, the Notes will remain convertible into Ordinary Shares in the Issuer upon the occurrence of a Trigger Event (rather than instead providing for the automatic write-down in full of the Notes upon the occurrence of a Trigger Event). The consent of the holders of the Notes was not required in connection with the Modification.

The full form of the Conditions as amended by the Modification is appended to this notice and copies thereof will be (i) available for inspection during usual business hours by Noteholders at the specified offices of the Principal Paying and Conversion Agent, the Registrar and the Transfer Agent or (ii) provided by email to a Noteholder following its prior written request to the Principal Paying and Conversion Agent, the Registrar or the Transfer Agent, in each case upon provision of proof of holding of Notes and identity (in a form satisfactory to the Principal Paying and Conversion Agent, the Registrar or the Transfer Agent (as applicable). Noteholders should refer to the Conditions as amended by the Modification for full details of the Modification.

On 31 July 2025, the boards of the Issuer and Brookfield Wealth Solutions Ltd. ("BWS") announced that they had reached agreement on the terms of a recommended cash offer by BWS Holdings Ltd. ("Bidco"), a wholly owned subsidiary of BWS, for the entire issued and to be issued share capital of the Issuer (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). On 26 August 2025, the Issuer published a circular in relation to the Scheme (the "Scheme Document").

On 1 April 2026, the Issuer, Bidco and BWS announced that the Scheme has now become effective in accordance with its terms and, pursuant to the Scheme, the entire issued and to be issued share capital of the Issuer is now owned by Bidco.

As a result of the Acquisition and the Scheme becoming effective in accordance with its terms, a Change of Control has occurred pursuant to the Conditions. This notice is a Change of Control Notice pursuant to the Conditions. In accordance with Condition 6(o) (as amended by the Modification), the Issuer hereby confirms in connection with the Change of Control that:

(i)   the Acquiror is Bidco;

(ii)  the Change of Control is a Non-Qualifying Change of Control; and

(iii)  the Issuer, on the occurrence of the Change of Control, has Ordinary Shares in issue and accordingly, with effect from the occurrence of the Change of Control, the Conversion Price in respect of the Notes shall be amended to £1,000 per Ordinary Share, and the provisions of Condition 6 shall otherwise continue to apply (there being no requirement for any Ordinary Shares delivered on the Share Delivery Date to be admitted to listing or trading on a Relevant Stock Exchange if the Ordinary Shares are not then listed or admitted to trading on a Relevant Stock Exchange), provided that the Conversion Price shall cease to be subject to adjustment thereafter in the circumstances described in Condition 6(j) and instead shall be subject to adjustment in the circumstances described in Condition 6(o)(iv)(B).

Words and expressions used in this notice shall, unless defined herein or the context otherwise requires, have the same meaning as in the Conditions.  

In accordance with normal practice, the Trustee does not assume any responsibility for this notice. The Trustee has not verified, nor expresses any opinion as to the contents of, this notice, nor makes any representation that all relevant information has been disclosed, or has been disclosed accurately, to the holders of the Notes. Accordingly, the Trustee urges holders of the Notes who are in any doubt as to the impact of this notice to seek their own independent legal and/or financial advice.

This notice is given by

JUST GROUP PLC

In case of queries, please contact:  

Alistair Smith, Investor Relations           [phone]

Paul Kelly, Investor Relations                [phone]

Dated: 1 April 2026

 

END