Just Group PLC
Indicative
Full Lot
Indicative price as of 07 Feb 2025, 12:00am
Bond Issuer
Just Group PLC
Guarantor
-
Announcement Date
01 Feb 2018
Issue Date
07 Feb 2018
Maturity Date
07 Feb 2025
Years to Maturity / Next Call
- / -
Modified Duration
-
Issue / Reoffer Price
99.883
Issue / Reoffer Yield
3.519
Coupon Type
Fixed
Annual Coupon Rate
3.500
Coupon Frequency
Semi Annually
Seniority
Subordinated
Reference Rate
-
ISIN
XS1766956921
CUSIP
AQ9992167
Bond Currency
GBP
Total Issue Size
230,000,000
Outstanding Issue Size
155,000,000
Min. Investment Quantity (Nominal)
GBP 100,000
Incremental Quantity (Nominal)
GBP 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Insurance
Issuer Credit Rating (S&P/ Fitch)
***/ A
Bond Credit Rating (S&P/ Fitch)
***/ BBB+
Shariah Compliant
No
Exchange Listed
Others
Other than in the circumstances set out in Condition 3.2 and without prejudice to Condition 10.2, all payments by the Issuer under or arising from the Notes and the Trust Deed (other than payments made to the Trustee acting on its own account under the Trust Deed in respect of its costs, expenses, liabilities or remuneration but including, without limitation, any payments in respect of damages awarded for breach of any obligations thereunder) shall be conditional upon the Issuer being solvent at the time for payment by the Issuer, and no amount shall be payable by the Issuer under or arising from the Notes and the Trust Deed unless and until such time as the Issuer could make such payment and still be solvent immediately thereafter (the “Issuer Solvency Condition”).
Mandatory Deferral of Interest
Payment of interest on the Notes by the Issuer will be mandatorily deferred in full on each Mandatory Interest Deferral Date. The Issuer shall notify the Noteholders, the Trustee and the Principal Paying Agent of any Mandatory Interest Deferral Date as provided in Condition 5.5 (provided that failure to make such notification shall not oblige the Issuer to make payment of such interest, or cause the same to become due and payable, on such date).
No default
Notwithstanding any other provision in these Conditions or in the Trust Deed, the deferral by the Issuer of any payment of interest (i) on a Mandatory Interest Deferral Date in accordance with Condition 5.1 or (ii) as a result of the non-satisfaction of the Issuer Solvency Condition in Condition 3.3 will not constitute a default by the Issuer and will not give Noteholders or the Trustee any right to accelerate repayment of the Notes or take any enforcement action under the Notes or the Trust Deed.
Issuer deferral of redemption date
No Notes shall be redeemed on the Maturity Date pursuant to Condition 7.1 or prior to the Maturity Date pursuant to Conditions 7.4, 7.5 or 7.6 if:
(i) a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if redemption were to be made pursuant to this Condition 7;
(ii) the Relevant Regulator does not consent to the redemption (to the extent that consent is then required by the Relevant Regulator or the Relevant Rules); or
(iii) redemption would otherwise breach the provisions of the Relevant Rules which apply to obligations eligible to qualify as Tier 3 Capital,
If redemption of the Notes is deferred, the Issuer will redeem the Notes as provided in Condition 7.2.
The deferral of the redemption of the Notes as described above will not constitute a default under the Notes for any purpose.
“Regulatory Deficiency Redemption Deferral Event” means any event (including, without limitation, where an Insolvent Insurer Winding-up has occurred and is continuing and any event which causes any Solvency Capital Requirement or Minimum Capital Requirement applicable to the Issuer, the Insurance Group or any member of the Insurance Group to be breached and the continuation of such Insolvent Insurer Winding-up is, or as the case may be such breach is, an event) which under the Relevant Rules would require the Issuer to defer or suspend repayment or redemption of the Notes (on the basis that the Notes are intended to qualify as Tier 3 Capital under the Relevant Rules)
Redemption, substitution or variation at the option of the Issuer upon a Capital Disqualification Event
If a Capital Disqualification Event has occurred and is continuing or, as a result of any change in, or amendment to, or any change in the application or official interpretation of, any applicable law, regulation or other official publication, the same will occur within a period of six months, the Issuer may at any time upon notice to Noteholders, in accordance with Condition 7.5 (and subject to “Preconditions to redemption, variation, substitution and purchases” below), either:
(a) redeem all (but not some only) of the Notes at their principal amount, together with any Arrears of Interest and any other accrued and unpaid interest to (but excluding) the date of redemption (subject as provided under “Deferral of Redemption” below); or
(b) substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they become or remain, Qualifying Tier 3 Securities,
all as more particularly described in Condition 7.5.
a “Capital Disqualification Event” is deemed to have occurred if, as a result of any replacement of or change to (or change to the interpretation by any court or authority entitled to do so of) the Relevant Rules:
(i) the whole or any part of the principal amount of the Notes no longer counts or qualifies as Tier 3 Capital for the purposes of the Issuer;
(ii) the whole or any part of the principal amount of the Notes no longer counts or qualifies as Tier 3 Capital for the purposes of the Insurance Group; and/or
(iii) the whole or any part of the principal amount of the Notes no longer counts or qualifies as Tier 3 Capital for the purposes of any insurance or reinsurance undertaking within the Insurance Group,
(whether on a solo, group or consolidated basis), except where such non-qualification is only as a result of any applicable limitation on the amount of such capital (other than a limitation derived from any transitional or grandfathering provisions under the Relevant Rules);
