Just Group PLC Tender Offer (6313O)
03 October 2019 - 4:00PM
UK Regulatory
TIDMJUST
RNS Number : 6313O
Just Group PLC
03 October 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 the results of its 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
3 October 2019. On 25 September 2019, Just Group plc (the
"Offeror") announced 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 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.
The Offer expired at 4.00 p.m. (London time) on 2 October 2019
(the "Expiration Deadline"). This is the results announcement
referred to in the Tender Offer Memorandum.
Results of the Offer
As at the Expiration Deadline, GBP37,480,000 in aggregate
nominal amount of the Target Notes had been validly tendered
pursuant to the Offer.
The Offeror hereby confirms that it accepts for purchase all
such tenders of Target Notes in full. The Offeror further confirms
that the New Financing Condition was satisfied upon the successful
settlement of its issue of GBP125,000,000 8.125 per cent.
Subordinated Tier 2 Notes due 2029 (the "New Notes") on 2 October
2019.
The Settlement Date for the Offer will be 4 October 2019. After
the Settlement Date, GBP62,520,000 in aggregate nominal amount of
the Target Notes will remain outstanding.
DISCLAIMER. The offer period for the Offer has now expired. The
New Notes have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (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 relating to the New Notes 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
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