Slaughter and May advised Just Group plc (the “Issuer”), a specialist provider of financial services to individuals approaching, at or in retirement and to defined benefit pension scheme trustees, on its issuance of £400,000,000 6.875 per cent. Subordinated Tier 2 Notes due 2035 (the “New Notes”) and related invitations to holders of its outstanding £250,000,000 Fixed Rate Reset Subordinated Tier 2 Notes due 2031 (ISIN: XS2242666779) (the “2031 Notes”), £250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026 (ISIN: XS2059770409) and £125,000,000 8.125 per cent. Subordinated Tier 2 Notes due 2029 (ISIN: XS1504958817) to tender such Existing Notes for purchase by the Issuer for cash (the “Tender Offer”), on the terms contained in a tender offer memorandum dated 9 September 2024.
The New Notes were admitted to listing and trading on the International Securities Market of the London Stock Exchange on 19 September 2024 and have been assigned a rating of ‘BBB’ by Fitch Ratings Limited.
The Tender Offer was announced on 9 September 2024 and expired for acceptances at 4.00 p.m. (London Time) on 16 September 2024. On 17 September 2024, the Issuer announced that £232,719,000 in aggregate nominal amount of the Notes were validly tendered for purchase by noteholders, representing approximately 93.09% of the aggregate principal amount of the 2031 Notes originally issued.
On 19 September 2024, the Issuer announced that it would exercise its option under the Terms and Conditions of the 2031 Notes to redeem all of the remaining outstanding 2031 Notes at their nominal amount together with accrued and unpaid interest.
The Slaughter and May team worked closely with the Issuer’s investor relations team, led by Alistair Smith (Director of Investor Relations) and Paul Kelly (Senior Investor Relations Manager), as well as its in-house legal team, led by Kate Halliwell (Assistant General Counsel) and Rachel Kimberley (Solicitor).