Update to post-offer intention statements

Brookfield Wealth Solutions Ltd.

23 April 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULE 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

FOR IMMEDIATE RELEASE

23 April 2026

Brookfield Wealth Solutions Ltd. ("BWS") and BWS Holdings Ltd. ("Bidco")

Rule 19.6(b) update to post-offer intention statements with regard to Just Group plc ("Just" or the "Company")

BWS and its wholly owned subsidiary Bidco announce, further to the completion of Bidco's acquisition (the "Acquisition") of the entire issued and to be issued share capital of the Company, which was effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 on 1 April 2026, an update to the statements of intention made pursuant to Rules 2.7(c)(viii) and 24.2(a)(ii) to (iii) of the Code (the "Stated Intentions"), as set out in the announcement of 31 July 2025 and the scheme document published on 26 August 2025 (together, the "Documentation").

Stated Intentions

As set out in the Documentation, BWS is committed to establishing Just as a market leader in the UK pension risk transfer ("PRT") and individual annuity markets, leveraging the best-in-class investment expertise and permanent capital base of the wider Brookfield group. BWS stated that it intended to evaluate Just in more depth alongside Just's management team to determine any necessary organizational and structural changes. At the time the Stated Intentions were made, BWS intended that Just's future strategy would be overseen by Just's existing management team, who would assume leadership of the combined UK group, and that limited headcount reductions in the context of the Just group as a whole were expected. It was also noted that BWS intended to maintain the existing office locations for Just employees, except where Just already had plans to relocate offices.

Update to Stated Intentions

In light of BWS's current strategic objectives and long-term priorities, BWS announces that Pretty Sagoo has been appointed as Interim Chief Executive Officer of the Company. Pretty will succeed David Richardson, who served as Chief Executive Officer since 2019 and led the Company through a successful transition period, culminating in BWS's acquisition earlier this year. Under Pretty's leadership, the Company will renew its focus on its core strategies, pursuing disciplined growth and operational excellence within the UK retirement sector.

BWS intends to work with Pretty and other members of the Company leadership team to further evaluate Just's existing product lines and organizational structure with a view to further enhancing the Company's competitive strengths and aligning with its long-term strategic objectives. It is possible that this evaluation may result in the implementation of cost-management measures, which could include headcount reductions materially beyond those described in the Stated Intentions. Any such measures would reflect BWS's and Just's focus on building Just's core insurance business. BWS and Just intend that any individuals impacted by proposed measures will be treated in accordance with applicable law and in a manner consistent with the Company's high standards, values and practices, and the relevant employees' existing entitlements.

Furthermore, Just has confirmed plans to relocate its headquarters to Canary Wharf, London, which is the location of BWS's London headquarters. The move to Canary Wharf will promote greater integration, connectivity and collaboration between the Company and BWS group.

The modifications outlined above do not impact BWS's fundamental rationale for the Acquisition and BWS continues to believe that the Company is well-positioned to capitalize on continued growth in the UK PRT market while serving the needs of customers over the long term.

Enquiries

BWS
Simon Maine	[phone]
Marie Fuller	[phone]

 

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