Slaughter and May advised Just Group plc on the first sustainability restricted Tier 1 debt issuance by a European Insurer and related tender offer

Slaughter and May advised Just Group plc (the “Issuer”) on its issue of £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.

Financing
Jansy Man Associate
Liam Reynolds Associate
Stuti Sarin Associate
Financial Regulation
Ben Kingsley Partner
Elizabeth George Associate
Tax
William Watson Partner
Jamshed Bilimoria Associate
Gabrielle Pereira Associate