Just : Tender Offer

NOT FOR 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 ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Just Group plc announces the results of its tender offer in respect of the £100,000,000 9.5 per cent. Fixed Rate Subordinated Notes due 2025 of Partnership Life Assurance Company Limited

3 October 2019. On 25 September 2019, Just Group plc (the 'Offeror') announced an invitation to eligible holders ('Noteholders') of the £100,000,000 9.5 per cent. Fixed Rate Subordinated Notes due 2025 (ISIN: XS1207688919) originally issued by Partnership Assurance Group plc and subsequently substituted as issuer by Partnership Life Assurance Company Limited (the 'Target Notes') to tender any and all of the Target Notes for purchase by the Offeror for cash, subject to satisfaction of the New Financing Condition and on the terms and subject to the conditions described in a tender offer memorandum dated 25 September 2019 (the 'Tender Offer Memorandum') prepared by the Offeror.

Capitalised terms used and not otherwise defined in this announcement shall have the meanings given in the Tender Offer Memorandum.

The Offer expired at 4.00 p.m. (London time) on 2 October 2019 (the 'Expiration Deadline'). This is the results announcement referred to in the Tender Offer Memorandum.

Results of the Offer

As at the Expiration Deadline, £37,480,000in aggregate nominal amount of the Target Notes had been validly tendered pursuant to the Offer.

The Offeror hereby confirms that it accepts for purchase all such tenders of Target Notes in full. The Offeror further confirms that the New Financing Condition was satisfied upon the successful settlement of its issue of £125,000,000 8.125 per cent. Subordinated Tier 2 Notes due 2029 (the 'New Notes') on 2 October 2019.

The Settlement Date for the Offer will be 4 October 2019. After the Settlement Date, £62,520,000 in aggregate nominal amount of the Target Notes will remain outstanding.

DISCLAIMER. The offer period for the Offer has now expired. The New Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 'Securities Act' or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

Compliance information for the New Notes: MiFID II product governance - eligible counterparties and professional clients only; PRIIPs Regulation - no sales to EEA retail investors; no key information document has been or will be prepared. See the Offering Memorandum relating to the New Notes for further information.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.