Just Group PLC — Capital/Financing Update 2026

Jun 8, 2026

National Storage Mechanism | Additional information

RNS Number : 4010H

Just Group PLC

08 June 2026

Just Group plc announces Offer for its £250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

8 June 2026. Just Group plc (the Company) announces today an invitation to holders of its £250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026 (ISIN: XS1504958817) of which £150,000,000 remains outstanding (the Notes) to tender any and all of their Notes for purchase by the Company for cash (the Offer) subject to the terms and conditions contained in the tender offer memorandum dated 8 June 2026 (the Tender Offer Memorandum) prepared by the Company for the Offer, including (without limitation) the satisfaction (or waiver) of the New Financing Condition (as defined below).  The Offer is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

Description of the Notes	ISIN / Common Code	Outstanding nominal amount	Maturity date	Purchase Price	Amount subject to the Offer
£250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026	XS1504958817 / 150495881	£150,000,000	26 October 2026	101.800 per cent., equal to £1018.00 per £1,000 in nominal amount of Notes	Any and all

Rationale for the Offer

The purpose of the Offer is to optimise the capital structure and debt profile of the Group.

Alongside the Offer, the Group has also announced the launch of a proposed issue of the New Notes. The Company intends that the net proceeds of the issue of the New Notes will be used by the Company for its general corporate purposes, including to fund the purchase of the Notes pursuant to the Offer.

The issue of the New Notes and the Offer are intended to extend duration and reduce the debt refinancing risk of the Group. The Notes purchased by the Company pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold.

Purchase Price and Accrued Interest

The Company will, on the Settlement Date, pay for Notes validly tendered and accepted by it for purchase pursuant to the Offer a cash purchase price of 101.800 per cent. of the aggregate nominal amount of the Notes (the Purchase Price).

The Company will also pay an Accrued Interest Payment in respect of Notes accepted for purchase pursuant to the Offer.

Acceptance and No Scaling

If the Company decides to accept valid tenders of Notes for purchase pursuant to the Offer, it will (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) accept for purchase all Notes that are validly tendered pursuant to the Offer in full, with no pro rata scaling.

New Financing Condition

The Company announces today its intention to issue a new series of sterling-denominated subordinated tier 2 notes (the New Notes), subject to market conditions. 

Whether the Company will purchase any Notes validly tendered in the Offer is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the New Financing Condition) on or prior to the Settlement Date unless the Company (in its sole and absolute discretion) elects to waive the New Financing Condition.

Even if the New Financing Condition is satisfied or waived, the Company is under no obligation to accept for purchase any Notes tendered pursuant to the Offer. The acceptance for purchase by the Company of Notes validly tendered pursuant to the Offer is at the sole and absolute discretion of the Company, and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the final offering memorandum prepared by the Company in connection with the issue and listing of the New Notes (including any amendment or supplement thereto, the Final Offering Memorandum), and no reliance is to be placed on any other representations other than those contained in the Final Offering Memorandum.

For the avoidance of doubt, the ability to purchase any New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Final Offering Memorandum). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes.

The New Notes have not been, and will not be, offered or sold in the United States. Nothing in this announcement nor the Tender Offer 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 of the Securities Act (each a U.S. Person)).

Compliance information for the New Notes:

MiFID II/UK MiFIR professionals / ECPs-only / No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary - Manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs KID or UK PRIIPs KID/CCI product summary has been or will be prepared as the New Notes are not available to retail investors in the EEA or the United Kingdom.

See the preliminary offering memorandum dated 8 June 2026 prepared by the Company in connection with the issue and listing of the New Notes (including any amendment or supplement thereto, the Preliminary 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.

Allocation of the New Notes

When considering allocation of the New Notes, the Company may give preference to those Noteholders that, prior to such allocation, have given a confirmation to either Dealer Manager that they have validly tendered or have given a firm intention to either Dealer Manager that they intend to tender their Notes for purchase pursuant to the Offer and if so, the aggregate nominal amount of the Notes validly tendered, or intended to be tendered, by such Noteholder. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to tendering its existing Notes for purchase pursuant to the Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. Any such preference will, subject to the sole and absolute discretion of the Company, be applicable up to the aggregate nominal amount of Notes tendered by such Noteholder (or in respect of which such Noteholder has indicated a firm intention to tender as described above) pursuant to the Offer. However, the Company is not obliged to allocate any New Notes to a Noteholder that has confirmed it has validly tendered or indicated a firm intention to tender its Notes for purchase pursuant to the Offer and, if any such New Notes are allocated, the nominal amount thereof may be less or more than the nominal amount of Notes tendered by such Noteholder and accepted for purchase by the Company pursuant to the Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being £100,000).

All allocations of the New Notes, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of the Company. In the event that a Noteholder validly tenders Notes pursuant to the Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in the Tender Offer Memorandum irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Offer and any Noteholder that wishes to subscribe for New Notes in addition to tendering Notes for purchase pursuant to the Offer should therefore, as soon as practicable and prior to the pricing and allocation of the New Notes, confirm to either Dealer Manager that it has validly tendered or provide to either Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offer and the quantum of Notes that it has tendered or intends to tender, as applicable, in order for this to be taken into account as part of the New Notes allocation process.

General

The Offer begins on 8 June 2026 (the Launch Date) and will expire at 4.00 p.m. (London time) on 15 June 2026 (the Expiration Deadline), unless extended, re-opened or terminated as provided in the Tender Offer Memorandum.

In order to be eligible to receive the Purchase Price, Noteholders must validly tender their Notes by the Expiration Deadline, by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline. The deadlines set by any intermediary or clearing system will be earlier than the deadlines specified above.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum. Tender Instructions must be submitted in respect of at least the minimum denomination in respect of the Notes (being £100,000) and integral multiples of £1,000 thereafter.

Indicative Timetable for the Offer

Events	Times and Dates (all times are London time)
Launch Date Offer announced and Tender Offer Memorandum available from the Tender Agent. Notice of Offer published on the Luxembourg Stock Exchange's website at www.luxse.com.	8 June 2026
Expiration Deadline Deadline for receipt by the Tender Agent of all Tender Instructions.	4.00 p.m. on 15 June 2026
Announcement of Results Announcement by the Company of whether (subject to satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) it accepts for purchase Notes validly tendered in the Offer and, if so: (i)            the aggregate nominal amount of Notes validly tendered in the Offer; and (ii)           the aggregate nominal amount of Notes that will remain outstanding after the Settlement Date.	As soon as reasonably practicable on the Business Day following the Expiration Deadline
Settlement Date Subject to the satisfaction (or waiver) of the New Financing Condition, payment of the Purchase Price and the Accrued Interest Payment in respect of the Notes accepted for purchase.	Expected to be on 18 June 2026, being the Business Day after the expected settlement date of the New Notes

Subject to applicable law and as provided in the Tender Offer Memorandum, the Company may, in its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time and the above dates and times are subject to the right of the Company to so extend, re-open, amend and/or terminate the Offer. Accordingly, the actual timetable may differ significantly from the timetable above. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold 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 above.  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 and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be made by the Company by (i) publication on the website of the Luxembourg Stock Exchange at www.luxse.com and (ii) delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be found on the relevant Reuters Insider Screen and be made by the issue of a press release to a Notifying News Service. Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer, the contact details for which are set out below.

Further Information

Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Requests for information in relation to the Offer should be directed to:

THE DEALER MANAGERS
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: +44 20 7992 6237 Attention: Liability Management, DCM Email: [email protected]	Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom Telephone: +44 20 7677 5040 Attention: Liability Management Team, Global Capital Markets Email: [email protected]
Requests for information in relation to the procedures for tendering Notes in, and for any documents or materials relating to, the Offer should be directed to:
THE TENDER AGENT
Kroll Issuer Services Limited The News Building 3 London Bridge London SE1 9SG United Kingdom Telephone: +44 20 7704 0880 Attention: Owen Morris Email: [email protected] Website: https://deals.is.kroll.com/justgroup

This announcement is made 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, 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 Anna Wyse, Group General Counsel and Company Secretary at the Company.

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.  Any Noteholder who is in any doubt as to the action it should take, is recommended to seek its own financial and legal advice, including as to any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose 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 Notes in the Offer. None of the Company, the Dealer Managers or the Tender Agent makes any recommendation whether Noteholders should tender Notes in the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and 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 Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities. The minimum denomination of the New Notes will be £100,000.

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or such affiliate (as the case may be) 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 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, 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 Notes in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of, or the solicitation of an offer to buy or subscribe for, any securities in the United States or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, 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.

Each holder of Notes 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 two paragraphs, 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.

United Kingdom

The communication of this announcement, 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 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 (as amended, the Financial Promotion Order)) or within Article 43 of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy

None of the Offer, this announcement, 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. Accordingly, Noteholders or beneficial owners of the Notes that are located in Italy can tender 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. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any 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 Notes or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum or any other document or material relating to the Offer have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended.  Neither this announcement nor the Tender Offer Memorandum have been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

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