National Storage Mechanism | Additional information
RNS Number : 0657V
Just Group PLC
13 August 2025
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

Just Group plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

     The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Just Group plc

(d) Is the discloser the offeror or the offeree?

Offeree

(e) Date position held:

     The latest practicable date prior to the disclosure

12 August 2025

(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

     If it is a cash offer or possible cash offer, state "N/A"

N/A

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

Ordinary Shares of 10p each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

Nil

Nil

Nil

(2) Cash-settled derivatives:

 

Nil

Nil

Nil

Nil

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

Nil

Nil

Nil

 

     TOTAL:

Nil

Nil

Nil

Nil

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

None

Details, including nature of the rights concerned and relevant percentages:

None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests of Directors

 

Just Group plc ordinary shares held by directors of Just Group plc and their close relatives and related trusts

 

Director

Number of Just Group Plc ordinary shares held

Percentage of total issued share capital*

John Hastings-Bass

210,200

0.020%

David Richardson

3,175,408

0.306%

Mark Godson

101,819

0.010%

Mary Phibbs

30,000

0.003%

Michelle Cracknell

59,000

0.006%

James Brown (1)

200,000

0.019%

Mary Kerrigan

61,715

0.006%

*Percentages are rounded to three decimal places

 

(1)       Shares held by Kiripaka Capital, a connected party of James Brown.

 

Interests held as options or awards by directors of Just Group plc in ordinary shares of Just Group plc

 

Director

Share plan

Grant date

Number of Just Group plc ordinary shares in respect of which options granted / subject to award

 

Exercise price (per share) (£)

Vesting Date

Date of expiry of exercise period

David Richardson

 

Deferred Share Bonus Plan

31 March 2025

251,798

Nil

31 March 2028

31 March 2035

Deferred Share Bonus Plan

28 March 2024

325,791

Nil

28 March 2027

28 March 2034

Deferred Share Bonus Plan

23 March 2023

325,475

Nil

23 March 2026

23 March 2033

Deferred Share Bonus Plan

24 March 2022

323,796

Nil

24 March 2025

24 March 2032

Long Term Incentive Plan

31 March 2025

1,200,706

Nil

31 March 2028

31 March 2035

Long Term Incentive Plan

28 March 2024

1,327,014

Nil

28 March 2027

28 March 2034

Long Term Incentive Plan

23 March 2023

1,543,030

Nil

23 March 2026

23 March 2033

Long Term Incentive Plan

24 March 2022

1,391,681

Nil

24 March 2025

24 March 2032

Mark Godson

Deferred Share Bonus Plan

31 March 2025

143, 884

Nil

31 March 2028

31 March 2035

Long Term Incentive Plan

28 March 2024

568,720

Nil

28 March 2027

28 March 2034

Long Term Incentive Plan

31 March 2025

512,922

Nil

31 March 2028

31 March 2035

Sharesave Plan

24 April 2024

31,176

0.85

1 June 2029

1 December 2029

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

13 August 2025

Contact name:

Simon Watson, Company Secretary

Telephone number:

+44 (0) 20 7444 8400

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

 

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