Scheme of Arrangement Becomes Effective
Summary by AI BETAClose X
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
FOR IMMEDIATE RELEASE
1 April 2026
RECOMMENDED CASH ACQUISITION
OF
JUST GROUP PLC ("JUST")
BY
BWS HOLDINGS LTD. ("BIDCO")
a wholly owned subsidiary of Brookfield Wealth Solutions Ltd. ("BWS")
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 31 July 2025, the boards of directors of Just and BWS announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco, a wholly-owned subsidiary of BWS, to acquire the entire issued and to be issued share capital of Just (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, Just published a circular in relation to the Scheme (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the meanings as set out in the Scheme Document.
On 27 March 2026, Just, Bidco and BWS announced that the Court had sanctioned the Scheme at the Sanction Hearing held on 27 March 2026.
Just, Bidco and BWS are pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, 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 Just is now owned by Bidco.
Settlement of Consideration
Under the Scheme, a Scheme Shareholder on the register of members of Just at the Scheme Record Time, being 6:00 p.m. on 31 March 2026, will be entitled to receive 219.16 pence in cash for each Scheme Share held. For Scheme Shareholders holding Scheme Shares in certificated form, settlement of the consideration will be effected by electronic payment or (for those Scheme Shareholders who have not set up an electronic payment mandate) by the despatch of cheques. For Scheme Shareholders holding Scheme Shares in uncertificated form, settlement of consideration will be effected by the crediting of CREST accounts. In each case settlement of consideration will occur as soon as practicable and in any event not later than 14 days after the Effective Date, as set out in the Scheme Document.
Cancellation of Listing and Trading
It is expected that the de-listing of Just Shares from the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of Just Shares on the London Stock Exchange's main market for listed securities will take effect by 8:00 a.m., 2 April 2026. A further announcement will be made when the listing and trading of the Just Shares have been cancelled.
Board Changes
As the Scheme has now become Effective, Just duly announces that, as of today's date, John Hastings-Bass, Jim Brown, Michelle Cracknell, Mary Kerrigan, Mary Phibbs, Mark Godson, and Matt Saker have stepped down from the Just Board and that Sir Nigel Wilson, Arshil Jamal, Frank Oldham, Jennifer Gillespie, Jon Bayer, and Shashank Bhalla have been appointed to the Just Board.
Restricted Tier 1 Notes
Following the Scheme becoming Effective, Just hereby provides an update in relation to its £325,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (ISIN: XS2386882729) (the "RT1 Notes"). Terms used in the following paragraphs but not otherwise defined in this announcement shall have the meanings given to them in the terms and conditions of the RT1 Notes (the "RT1 Conditions").
With effect on and from 30 March 2026, and in accordance with the RT1 Conditions and the related Trust Deed, Just has agreed with the Trustee to certain modifications to the RT1 Conditions such that following the Acquisition, the RT1 Notes will remain convertible into Ordinary Shares in Just upon the occurrence of a Trigger Event. The RT1 Notes will continue to qualify as restricted tier 1 own funds of the Just group.
Other
Full details of the Acquisition are set out in the Scheme Document.
The expected timetable of principal events for the Acquisition remains as set out in the announcement made by Just on 23 March 2026. All references to times in this announcement are to London time.
Enquiries
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Just |
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Just |
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Alistair Smith, Investor Relations |
+44 (0) 1737 232 792 |
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Paul Kelly, Investor Relations |
+44 (0) 20 7444 8127 |
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Lucy Grubb, Head of Corporate Communications |
+44 (0) 1737 308 783 |
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Evercore (joint financial adviser and Rule 3 adviser to Just) |
+44 (0) 20 7653 6000 |
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Nick Chapman |
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Ed Banks |
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Demetris Efthymiou |
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Harrison George |
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J.P. Morgan Cazenove (joint financial adviser and corporate broker to Just) |
+44 (0) 20 3493 8000 |
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Ed Squire |
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Claire Brooksby |
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James Robinson |
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Edward Hatter |
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Temple Bar Advisory (media relations adviser to Just) |
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Alex Child-Villiers |
+44 (0) 7795 425 580 |
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Sam Livingstone |
+44 (0) 7769 655 437 |
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Alistair de Kare-Silver |
+44 (0) 7827 960 151 |
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BWS and Bidco |
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BWS and Bidco |
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Rachel Powell, Investor Relations |
+1 416 956 5141 |
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Simon Maine, Media |
+44 (0) 7398 909 278 |
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Marie Fuller, Media |
+44 (0) 20 7408 8375 |
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RBC Capital Markets (financial adviser to Bidco and BWS) |
+44 (0) 20 7653 4000 |
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Oliver Hearsey |
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Mark Preston |
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Sam Jackson |
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Ezzedine Ben Frej |
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Slaughter and May is acting as legal adviser to Just. Allen Overy Shearman Sterling LLP is acting as legal adviser to BWS and Bidco.
Important notice
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition is being made solely by means of the Scheme Document which, together with the Forms of Proxy, contain the full terms and Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English and Welsh law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.
This announcement does not constitute a prospectus or prospectus-equivalent document.
Disclaimers
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to Just and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with Just or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement, or any statement contained herein.
J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Just and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Just for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to any matter referred to herein.
RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to BWS and Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than BWS and Bidco for providing the protections afforded to its clients nor for providing advice in relation to the matters referred to in this announcement. Neither RBC Europe Limited nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, tort, in delict, under statute or otherwise) to any person who is not a client of RBC Europe Limited in connection with the Acquisition or any matter referred to herein.
Overseas Shareholders
The availability of the Scheme and the Acquisition to Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which they are resident. Overseas Shareholders should inform themselves of, and observe, any applicable requirements. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the full compliance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.
Unless otherwise determined by Just or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdictions.
Notice to U.S. investors in Just
The Acquisition relates to shares in a U.K. company and is proposed to be made by means of a scheme of arrangement under English company law. U.S. holders of Just Shares should note that the Scheme relates to the shares of a U.K. company that are not registered under the U.S. Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the U.S. Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the U.K. to schemes of arrangement, which differ from the disclosure and procedural requirements of the U.S. proxy solicitation rules and tender offer rules.
It may be difficult for U.S. holders of Just Shares to enforce their rights and any claim arising out of the U.S. federal laws, since Bidco and Just are located in non-U.S. jurisdictions, and some or all of Just's officers and directors are residents of a non-U.S. jurisdiction. U.S. holders of Just Shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgement.
Neither the United States Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Acquisition, passed upon the merits or fairness of the Acquisition or passed any opinion upon the accuracy, adequacy or completeness of this announcement. Any representation to the contrary is a criminal offence in the United States.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Just, any member of the Just Group, BWS or the BWS Group contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Just, any member of the Just Group, BWS, the BWS Group and/or the Combined Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
Forward-looking statements include, among other things, statements concerning the potential exposure of Just and the Just Group and BWS and the BWS Group to market risks, statements as to accretion and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as "aims", "anticipate", "believe", "could", "estimate", "expect", "goals", "hopes", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will", "would" and similar terms and phrases.
By their very nature, forward-looking statements involve risks and uncertainties. There are a number of factors that could affect the future operations of Just, any member of the Just Group, BWS, the BWS Group and/or the Combined Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement. Neither Just, the Just Group, BWS nor the BWS Group, nor any of their respective associates or directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given these risks and uncertainties, potential investors are cautioned not to place any reliance on these forward-looking statements.
The forward-looking statements contained in this announcement and accompanying documents speak only as at the date of this announcement and are not intended to give any assurance as to future results. Other than in accordance with their legal or regulatory obligations, neither Just, the Just Group, BWS nor the BWS Group is under any obligation, and each such person expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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