Commentary & Deal Flow

IPTs: 11.25NC6.25: UKT+220/225bp

• Issuer: Just Group plc (Ticker: JUSTLN)
• LEI: 5493006456YEZEELRR90
• Expected Issue Rating: BBB (Fitch)
• Instrument: Fixed Rate Reset Subordinated Tier 2 Notes (the “Notes”)
• Status and Subordination: The Notes will constitute direct, unsecured and subordinated obligations of the Issuer and will rank pari passu and without any preference among themselves, as further described in the Conditions
• Tenor: 11.25NC6.25
• Pricing Date: 09-Jun-26
• Issue Date: 17-Jun-26 (T+6)
• Reset Date: 30-Sep-32
• Maturity Date: 30-Sep-37
• Size: £250m (WNG)
• Reference Benchmark: UKT 4.250% due Jun-32 (ISIN: GB0004893086)
• Interest Payment Dates: 30 March and 30 September in each year, commencing on 30 March 2027 (long first)
• Margin: [•]bps
• Redemption Price: 100% together with any Arrears of Interest and any other accrued and unpaid interest to (but excluding) the date fixed for redemption
• Day Count Fraction: Actual / Actual (ICMA)
• Business Day Convention: Refer to Condition 6.4
• Mandatory Interest Deferral: Required on each Mandatory Interest Deferral Date (being an Interest Payment Date in respect of which a Regulatory Deficiency Interest Deferral Event (as more fully described in the Conditions) has occurred and is continuing or would occur if payment of interest were made on such Interest Payment Date). Any interest so deferred will, for so long as it remains unpaid, constitute “Arrears of Interest”. Arrears of Interest shall not themselves bear interest
• Optional Interest Deferral: Not applicable
• Solvency Condition: All payments in respect of the Notes (including payments of principal and/or interest) outside of an Issuer Winding-Up (as defined in the Conditions) are conditional upon the Issuer being solvent (as defined in the Conditions) at the time for payment. Any payment which is not paid due to operation of the Solvency Condition will be deferred (which shall not constitute a default for any purpose) and will be payable as further provided in the Conditions
• Mandatory Deferral of Redemption: Mandatory deferral of scheduled redemption of the Notes if (i) a Regulatory Deficiency Redemption Deferral Event (as more fully described in the documentation, and including an Insolvent Insurer Winding-up having occurred and continuing, or any event which causes any Solvency Capital Requirement or Minimum Capital Requirement (including any minimum group Solvency Capital requirement) applicable to the Issuer or the Insurance Group to be breached) has occurred and is continuing or would occur if such redemption was made; (ii) the redemption would otherwise breach the provisions of the Relevant Rules; or (iii) the Regulatory Clearance Condition is not met or such redemption otherwise cannot be effected in compliance with the Relevant Rules on such date and subject to the Issuer Solvency Condition
• Issuer Optional Redemption: At any time at, par and in full, from (and including) 30 June 2032 to (and including) the Reset Date (3 month par call)
• Initial Rate of Interest: From (and including) the Issue Date to (but excluding) the Reset Date, at the rate of [•]% per annum, payable semi-annually in arrear (subject as provided under “Mandatory Interest Deferral” below)
• Reset Rate of Interest: The sum of the Reset Reference Rate plus the Margin (no step-up), payable semi-annually in arrear (subject as provided under “Mandatory Interest Deferral” below)
• Reset Reference Rate: Benchmark Gilt 5-year yield in respect of the Reset Period
• Early Redemption: At the Issuer’s option, at par and in full, upon the occurrence of a Tax Event, Capital Disqualification Event, Ratings Methodology Event (or if a Capital Disqualification Event or a Ratings Methodology Event will occur within the forthcoming period of six months) or if 75% or more of the aggregate principal amount of the Notes originally issued have been repurchased and cancelled (or will, prior to any date fixed for redemption be purchased and cancelled)
• Substitution or Variation: If a Tax Event, Capital Disqualification Event or Ratings Methodology Event has occurred and is continuing, or if a Capital Disqualification Event or a Ratings Methodology Event will occur within the forthcoming period of six months, then the Issuer may at any time substitute the Notes, or vary the terms of the Notes so that they become or remain, Qualifying Tier 2 Securities or Rating Agency Compliant Securities (as applicable)
• Pre-conditions to Redemption, Substitution, Variation or Purchase: Any redemption, substitution, variation or purchase of the Notes will be subject to certain conditions, including compliance with Relevant Rules
• Documentation: Preliminary Offering Memorandum dated 08-Jun-26 and the final Offering Memorandum to be dated prior to the Issue Date
• Acknowledgment of Statutory Loss Absorption Powers: Applicable
• Denominations: £100,000 + £1,000
• Form / Listing / Law: Reg S Registered / London Stock Exchange (ISM) / English law
• Clearing: Euroclear and Clearstream
• Selling Restrictions: U.S. Reg S, Cat 2, UK and the EEA – no sales to retail investors, Italy, Canada, Hong Kong, Japan, Singapore, Switzerland; all as set out in the Documentation
• Target Market: Manufacturer target market (UK MiFIR / MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs key information document (KID) or UK PRIIPS KID or CCI product summary has been prepared as not available to retail investors in the EEA or the UK
• Advertisement: When published, the final Offering Memorandum will be available for viewing on the website of the Regulatory News Service operated by the London Stock Exchange at: https://www.londonstockexchange.com/news?tab=news-explorer
• Use of Proceeds: The net proceeds of the issue of the Notes will be used by the Issuer for its general corporate purposes, including, without limitation, to repurchase existing notes validly tendered pursuant to the Tender Offer (as further described in the Documentation).
• ISIN / Common Code: XS3307225170 / 330722517
• Joint Global Coordinators: HSBC, Morgan Stanley
• Joint Lead Managers: Barclays, HSBC, Morgan Stanley, Santander
• Co-Manager: Brookfield Capital Solutions
• Timing: Books open, today’s business
• Fees: The Managers will be paid a fee in connection with the transaction. Details of the fee may be available to investors upon request