Just Group plc’s £325 Million Convertible Notes Offering

In UK Slaughter and May, advised on the matter.

Slaughter and May advised Just Group plc with a team including Caroline Phillips (Picture – Debt Capital Markets), Ben Kingsley (Finance), William Watson (Tax Finance).

Just Group plc (the “Issuer”) issued £325,000,000 5.000% Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the “New Notes”) and the invitation to holders of its 9.375% Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the “Tender Notes”) for cash (the “Tender Offer”).

The New Notes are convertible into ordinary shares of the Issuer upon the occurrence of certain Conversion Trigger Events. The New Notes were admitted to listing and trading on the Euro MTF market of the Luxembourg Stock Exchange on 16 September 2021, and have been assigned a rating of BBB- by Fitch Ratings Limited.

The New Notes represent the first issuance of Sustainability Restricted Tier 1 debt securities by a European insurer.

The Tender Offer was announced on 6 September 2021 and expired for acceptances on 10 September 2021. On 13 September 2021, the Issuer announced that £295,170,000 in aggregate nominal amount of the Tender Notes (representing 98.39% of the nominal amount of the originally issued Tender Notes) had been accepted for repurchase and cancellation.

J.P. Morgan Cazenove acted as Sole Sustainability Structuring Agent to the Issuer. HSBC, J.P. Morgan Cazenove and Morgan Stanley acted as Joint Lead Managers.

Slaughter and May’s team included Caroline Phillips (Picture), Partner, Jansy Man, Associate, Liam Reynolds, Associate, Stuti Sarin, Associate, Ben  Kingsley, Partner, Elizabeth George, Associate, William Watson, Partner, Jamshed Bilimoria, Associate and Gabrielle Pereira, Associate.

Involved fees earner: Jamshed Bilimoria – Slaughter and May; Elizabeth George – Slaughter and May; Ben Kingsley – Slaughter and May; Jansy Man – Slaughter and May; Gabrielle Pereira – Slaughter and May; Caroline Phillips – Slaughter and May; Liam Reynolds – Slaughter and May; Stuti Sarin – Slaughter and May; William Watson – Slaughter and May;

Law Firms: Slaughter and May;

Clients: Just Group plc;

Author: Giulia Di Palma