Saughter and May advised Just Group on its £250mn tier 2 debt issuance and related tender offer

Saughter 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 £250m 6.500 per cent. Reset Callable Subordinated Notes due 2037 (the “New Notes”) and related invitations to holders of its £250m 9.00 per cent. Guaranteed Subordinated Notes due 2026 (the “2026 Notes”), of which £150m was outstanding, 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 15 June 2026.

The New Notes were admitted to listing and trading on the International Securities Market of the London Stock Exchange on 18 June 2026 and have been assigned a rating of BBB by Fitch Ratings Limited.

The Tender Offer was announced on 8 June 2026 and expired for acceptances on 15 June 2026. On 16 June 2026, the Issuer announced that £145m in aggregate nominal amount of the Notes were validly tendered for purchase by noteholders, representing approximately 58 per cent. of the aggregate principal amount of the 2026 Notes originally issued.

The Saughter and May team worked closely with the Issuer’s team led by Mark Godson (Group CFO), Investor Relations (Alistair Smith and Paul Kelly) as well as its in-house legal team, led by Anna Wyse (General Counsel) and Kate Halliwell (Assistant General Counsel). The Brookfield Wealth Solutions team was led by Thomas Corbett (Managing Partner and CFO), Rachel Powell (SVP, Finance), and Krysten Bortolotti (VP, Investments).