TIDMJUST
RNS Number : 6034N
Just Group PLC
25 September 2019
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 any and all tender offer in respect of
the GBP100,000,000 9.5 per cent. Fixed Rate Subordinated Notes due
2025 of Partnership Life Assurance Company Limited and proposed
issuance of fixed rate subordinated tier 2 notes of around
GBP125,000,000
25 September 2019. Just Group plc (the "Offeror") announces
today an invitation to eligible holders ("Noteholders") of the
GBP100,000,000 9.5 per cent. Fixed Rate Subordinated Notes due 2025
(ISIN: XS1207688919) originally issued by Partnership Assurance
Group plc and subsequently substituted as issuer by Partnership
Life Assurance Company Limited (the "Target Notes") to tender any
and all of the Target Notes for purchase by the Offeror for cash,
subject to satisfaction of the New Financing Condition (as defined
below) and on the terms and subject to the conditions described in
a tender offer memorandum dated 25 September 2019 (the "Tender
Offer Memorandum") prepared by the Offeror.
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.
Summary of the Offer
Target Notes ISIN / Outstanding First Optional Purchase Price Amount subject to
Common Code Nominal Amount Call Date (% of nominal) the Offer
------------------ ------------------- ------------------ ------------------- ---------------- ------------------
9.5% Fixed Rate XS1207688919 / GBP100,000,000 24 March 2020 102.5 per cent. Any and all
Subordinated 120768891
Notes
due 2025
------------------ ------------------- ------------------ ------------------- ---------------- ------------------
Rationale for the Offer
It is intended that the Offeror will use some or all of the
proceeds of the issuance of the New Notes (as defined below) to
fund the Purchase Price (as defined below) for Target Notes
acquired pursuant to the Offer. The Offer, together with the
issuance of the New Notes, will have a small positive net effect on
the solvency position of the Offeror group.
The Offeror intends to surrender any Target Notes acquired under
the Offer for redemption and cancellation by Partnership Life
Assurance Company Limited.
Purchase Price and Accrued Interest
The Offeror will pay for any Target Notes validly tendered and
accepted for purchase by the Offeror pursuant to the Offer a
purchase price for such Target Notes (each a "Purchase Price")
equal to 102.5 per cent. of the nominal amount of such Target
Notes.
The Offeror will also pay an Accrued Interest Payment in respect
of any Target Notes accepted for purchase pursuant to the Offer
(the Purchase Price and Accrued Interest Payment together, the
"Purchase Consideration").
New Financing Condition
The Offeror also announces its intention to issue new
sterling-denominated Fixed Rate Subordinated Tier 2 Notes (the "New
Notes"), which will be more fully described in an offering
memorandum to be made available to eligible investors in due
course. Whether the Offeror will accept for purchase any Target
Notes validly tendered in the Offer and complete the Offer is
subject, without limitation, to the successful completion (in the
sole determination of the Offeror) of the issue of the New Notes
(the "New Financing Condition").
Allocation of New Notes
When considering allocations of New Notes, it is intended that
priority will be given to those investors who have, prior to the
allocation of the New Notes, tendered (or, if the New Issue Pricing
Time occurs prior to the Expiration Deadline, have given a firm
indication to the Dealer Manager that they intend to tender) their
Target Notes pursuant to the Offer. Noteholders wishing to obtain a
priority allocation must make a separate application for the
purchase of such New Notes to the Dealer Manager (in its capacity
as lead manager of the issue of the New Notes) in accordance with
the standard new issue procedures of the lead manager. Any
potential allocation of New Notes, although prioritised as set out
above, will be made in accordance with customary new issue
allocation processes and procedures. In the event that a Noteholder
validly tenders Target Notes pursuant to the Offer, such Target
Notes will remain subject to such tender and the conditions of the
Offer as set out in the Tender Offer Memorandum, including the
blocking of such Target Notes, irrespective of whether that
Noteholder receives all, part or none of any allocation of New
Notes for which it has applied.
No Scaling
If the Offeror decides to accept any Target Notes for purchase
pursuant to the Offer, the Offeror proposes to accept all Target
Notes validly tendered for purchase, without scaling of any
tenders.
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,
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
4.00 p.m. (London time) on 2 October 2019, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (the "Expiration Deadline"). 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 GBP100,000 (being
the minimum denomination of the Target Notes) and may be submitted
in integral multiples of GBP1,000 thereafter.
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
Events Times and Dates
(All times are London time)
---------------------------------------------------------------- ----------------------------------------------------
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from the 25 September 2019
Tender and Information Agent.
Expiration Deadline*
Final deadline for receipt of valid Tender Instructions by the 4.00 p.m. on 2 October 2019
Tender and Information Agent
in order for Noteholders to be able to participate in the
Offer.
Announcement of Results
Announcement by the Offeror of: (i) its decision of whether to As soon as reasonably practicable on 3 October 2019
accept (subject to satisfaction
or waiver of the New Financing Condition on or prior to the
Settlement Date) valid tenders
of Target Notes pursuant to the Offer and, if so, (ii) the
aggregate nominal amount of Target
Notes validly tendered and accepted for purchase; and (iii) the
Settlement Date.
Settlement Date
Subject to satisfaction or waiver of the New Financing Expected to be 4 October 2019
Condition on or prior to the Settlement
Date, expected Settlement Date for the Offer.
---------------------------------------------------------------- ----------------------------------------------------
* Noteholders should note that the New Issue Pricing Time may
fall prior to or after the Expiration Deadline.
The above times and dates are indicative only and are subject to
the right of the Offeror to extend, re-open, amend, and/or
terminate the Offer (subject to applicable law and as provided in
the Tender Offer Memorandum). Noteholders are advised to check with
any bank, securities broker or other intermediary through which
they hold Target Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the Offer before the deadlines specified in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions will be
earlier than the relevant deadlines specified above.
Announcements
Announcements in connection with the Offer will be made (i) by
publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Reuters Insider
Screen and/or by the issue of a press release to a Notifying News
Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender and
Information Agent, the contact details for which are set out below.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Tender and Information Agent for the relevant announcements during
the course of the Offer.
HOLDERS ARE ADVISED TO READ CAREFULLY THE TER 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
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Telephone: +44 (0) 20 7677 5040
Attn: Liability Management Group
Email: liabilitymanagementeurope@morganstanley.com
TER AND INFORMATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: justgroup@lucid-is.com
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 James Pearce, Director of Group Finance and
Alistair Smith, Investor Relations Manager of Just Group plc.
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.
United States. The Offer is not being made, and will not be
made, directly or indirectly in or into, or by use of the mails 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. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Target
Notes may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of this announcement and the Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to any persons located or resident in the United
States. Any purported tender of Target Notes in the Offer resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Target Notes made by, or by
any person acting for the account or benefit of, a person located
in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted.
Each Noteholder participating in the Offer will represent that
it is not located in the United States and is not participating in
the Offer from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United
States that is not giving an order to participate in the Offer from
the United States. For the purposes of this and the above
paragraph, "United States" means the United States of America, 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 of America and the
District of Columbia.
Italy. None of the Offer, this announcement or the Tender Offer
Memorandum or any other document or materials relating to the Offer
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations. The Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Noteholders or beneficial owners of the Target Notes that
are located in Italy can tender Target Notes for purchase in the
Offer through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended
from time to time, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
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.
United Kingdom. This announcement and the Tender Offer
Memorandum have been issued by Just Group plc of Vale House,
Roebuck Close, Bancroft Road, Reigate, Surrey RH2 7RU, United
Kingdom, which is authorised by the Prudential Regulation Authority
(the "PRA") and regulated by the PRA and the Financial Conduct
Authority (the "FCA"). The Tender Offer Memorandum will be
distributed only to existing holders of the Target Notes, and is
only addressed to such existing holders in the United Kingdom where
they would (if they were clients of the Offeror) be per se
professional clients or per se eligible counterparties of the
Offeror within the meaning of the FCA rules. Neither this
announcement nor the Tender Offer Memorandum is addressed to or
directed at any persons who would be retail clients within the
meaning of the FCA rules and any such persons should not act or
rely on it. Recipients of this announcement or the Tender Offer
Memorandum should note that the Offeror is acting on its own
account in relation to the Offer and will not be responsible to any
other person for providing the protections which would be afforded
to clients of the Offeror or for providing advice in relation to
the Offer.
In addition, the communication of this announcement and the
Tender Offer Memorandum and any other documents or materials
relating to the Offer is not being made and such documents and/or
materials have not been approved by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to,
and may only be acted upon by, those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43 of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
France. The Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement nor the Tender Offer Memorandum nor any other document
or material relating to the Offer has been or shall be distributed
to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés), other than individuals, acting
for their own account, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire
et financier, are eligible to participate in the Offer. This
announcement and the Tender Offer Memorandum have not been and will
not be submitted for clearance to nor approved by the Autorité des
marchés financiers.
Belgium. Neither this announcement nor the Tender Offer
Memorandum nor any other documents or materials relating to the
Offer have been submitted to or will be submitted for approval or
recognition to the Belgian Financial Services and Markets Authority
(Autoriteit voor financiële diensten en markten / Autorité des
services et marchés financiers) and, accordingly, the Offer may not
be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time.
Accordingly, the Offer may not be advertised and the Offer will not
be extended, and neither this announcement nor the Tender Offer
Memorandum nor any other documents or materials relating to the
Offer (including any memorandum, information circular, brochure or
any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than "qualified investors" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account. Insofar as
Belgium is concerned, this announcement and the Tender Offer
Memorandum have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offer.
Accordingly, the information contained in this announcement and the
Tender Offer Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
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 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
the United States. Nothing in this announcement, the Tender Offer
Memorandum or the Offering Memorandum constitutes an offer to sell
or the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction. Securities may not be offered,
sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United
States Securities Act of 1933, as amended (the "Securities Act").
The New Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
Compliance information for the New Notes: MiFID II product
governance - eligible counterparties and professional clients only;
PRIIPs Regulation - no sales to EEA retail investors; no key
information document has been or will be prepared. See the Offering
Memorandum for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IODDMGZLNKVGLZG
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