11:58 Thu 08 Oct 2020
Just Group plc - Further re Just Group PLC - JUST - Tender Offer
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
Just Group plc announces the Purchase Price for its tender offer in respect of its
Capitalised terms used and not otherwise defined in this announcement shall have the meanings given in the Tender Offer Memorandum, copies of which may be obtained (subject to offer and distribution restrictions) by holders of Target Notes from Lucid Issuer Services Limited (the "Tender and Information Agent") at the details set out below.
Purchase Price
The Offeror now announces that the Purchase Price for the Offer shall be 94.25 per cent. of the nominal amount of the Target Notes purchased pursuant to the Offer.
Summary of the Offer
Target Notes |
ISIN / |
Outstanding Nominal Amount |
Maturity Date |
Purchase Price (% of nominal) |
Target Acceptance Amount |
3.500 per cent. Subordinated Tier 3 Notes due 2025 |
XS1766956921 / 176695692 |
|
|
94.25 per cent. |
|
Submission of Tender Instructions
In order to participate in, and be eligible to receive the Purchase Price and Accrued Interest Payment pursuant to, the Offer in respect of any Target Notes accepted by the Offeror for purchase, Noteholders must validly tender their Target Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender and Information Agent by
Noteholders should note that the deadlines for the submission and withdrawal of Tender Instructions set by any intermediary and each clearing system through which Noteholders hold their Target Notes will be earlier than this deadline.
Tender Instructions will be irrevocable, except in limited circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum nominal amount of Target Notes of no less than
See "Procedures for Participating in the Offer" in the Tender Offer Memorandum for further details regarding submission of Tender Instructions.
Indicative timetable for the Offer
The times and dates below are indicative only.
Events |
Times and Dates (All times are |
Expiration Deadline |
|
Final deadline for receipt of valid Tender Instructions by the Tender and Information Agent in order for Noteholders to be able to participate in the Offer. |
|
Announcement of Final Results |
|
Announcement by the Offeror of: (i) its decision of whether to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) any valid tenders of Target Notes pursuant to the Offer and, if so, (ii) the Final Acceptance Amount; (iii) the Scaling Factor (if any); and (iv) the Settlement Date. |
As soon as reasonably practicable on |
Settlement Date |
|
Subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, expected Settlement Date for the Offer. |
Expected to be |
The deadlines for the submission of Tender Instructions set by each Clearing System and any other intermediary through which a Noteholder holds its Target Notes will be earlier than the relevant deadlines specified above.
HOLDERS ARE ADVISED TO READ CAREFULLY THE TENDER OFFER MEMORANDUM (INCLUDING THE SECTION "RISK FACTORS AND OTHER CONSIDERATIONS") FOR FULL DETAILS OF, AND INFORMATION ON THE PROCEDURES FOR PARTICIPATING IN, THE OFFER.
Further information
Questions and requests for assistance in connection with (i) the Offer may be directed to the Dealer Manager, and (ii) the delivery of Tender Instructions may be directed to the Tender and Information Agent, the contact details for each of which are as follows:
Dealer Manager: Morgan Stanley & Co. International plc,
Tender and Information Agent: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk,
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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
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Target Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Target Notes pursuant to the Offer. None of the Offeror, the Dealer Manager, the Tender and Information Agent or any of their respective directors, officers, employees, agents, advisers, affiliates or controlling persons makes any recommendation whether Noteholders should tender Target Notes pursuant to the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) 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. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Target Notes (and tenders of Target Notes in the Offer will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require a Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Each Noteholder participating in the Offer will represent that it is not located in
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Target Notes and/or the Offer.
New Notes. Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the offering memorandum prepared by the Offeror in connection with the issue and admission to trading of the New Notes (the "Offering Memorandum"), and no reliance is to be placed on any representations other than those contained in the Offering Memorandum. Subject to compliance with all applicable securities laws and regulations, the Offering Memorandum is expected to be available from the Dealer Manager as a joint lead manager for the issue and offering of the New Notes on request.
The New Notes are not being, and will not be, offered or sold in
Compliance information for the New Notes: MiFID II product governance - eligible counterparties and professional clients only; PRIIPs Regulation - no sales to European Economic Area or
No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.
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