Just : Exchange offer / Tender offer - Final Results Announcement

Just Group plc announces Final Results of its Tender Offer for its £250,000,000 9.000 per cent.

Guaranteed Subordinated Notes due 2026

NOT FOR RELEASE, PUBLICATION OR 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 OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (EUWA).

17 November 2022. Further to the indicative results announcement published this morning, Just Group plc (the Company) announces today the final results of its invitation to holders of its £250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026 (ISIN: XS1504958817) (the Notes) to tender their Notes for purchase by the Company for cash (the Offer).

The Offer was announced on 7 November 2022 and the Company announced an amendment to the Offer on 14 November 2022 (the Amendment Announcement). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 7 November 2022 (the Tender Offer Memorandum), as amended by the Amendment Announcement, each prepared by the Company. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 16 November 2022.

As at the Expiration Deadline, the Company had received valid tenders of £75,973,000 in aggregate nominal amount of the Notes for purchase.

The Company now announces that it has decided to set the Final Acceptance Amount at £75,973,000 in aggregate nominal amount of Notes. Accordingly, the Company will accept for purchase all Notes validly tendered pursuant to the Offer in full with no pro rata scaling. Pricing for the Offer took place at or around 10.00 a.m. (London time) today.

A summary of the final pricing for the Offer appears below:

The Company will also pay an Accrued Interest Payment in respect of the Notes accepted for purchase pursuant to the Offer.

The expected Settlement Date for the Offer is 18 November 2022. Following settlement of the Offer, £174,027,000 in aggregate nominal amount of the Notes will remain outstanding.

HSBC Bank Plc (Telephone: +44 20 7992 6237; Attention: Liability Management; Email:

LM_EMEA@hsbc.com); J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention:

EMEA Liability Management Group; Email: liability_management_EMEA@jpmorgan.com); and

Morgan Stanley & Co. International plc (Telephone: +44 20 7677 5040; Attention: Liability

Management Team; Email: liabilitymanagementeurope@morganstanley.com) are acting as Dealer Managers for the Offer.

Kroll Issuer Services Limited (Telephone: +40 20 7704 0880; Attention: Owen Morris; Email:

justgroup@is.kroll.com; Offer Website: https://deals.is.kroll.com/justgroup) is acting as Tender Agent for the Offer.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

This announcement is made by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the final results of the Offer described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Simon Watson, Company Secretary at the Company and Hilary Black, Senior Assistant Company Secretary at the Company.