debenture-exchange

2018 Debenture Series Exchange Offer completed

~~This page contains information regarding the offer of exchange of 2018 series debentures for 2021 or 2025 series debentures of JLG Group PLC.~~

The debenture exchange offer document sent to all debenture holders by post explains why we are offering to exchange your debentures for new ones albeit with a lower rate of interest and how to notify us as to what you want to do. The 2021 debenture has a fixed interest of 7.25% and the 2025 debenture 7.75%. We believe this is a very attractive rate compared to other products in the market given the now proven ability of the Group.

~~As explained in the offer document it is important to the development of the Group that this exchange takes place and we very much hope that you will continue the journey with us.~~

~~If you have any questions, please check our FAQs~~

~~However if your question is not answered then contact us on 0203 887 3878~~

Documents

~~Available to download as PDF~~

Investor Update Letter

~~Open letter to JLG Group investors from John Davies~~

Exchange Offer Investor Letter

~~Open letter to investors from Robert Boot~~

~~Exchange Offer Document~~

~~JLG Group PLC - Certificated~~

~~Exchange Offer Document~~

JLG Group PLC - Uncertificated

~~Exchange Offer Terms~~

~~The full terms of the offer.~~

~~Stock Features~~

~~Unless the context otherwise requires, capitalised terms used herein shall have the same meaning as those used in the Terms of the Exchange Offer.~~

~~Risk Factors~~

~~Holders of Existing Stock should consider carefully all the information in this document including the risks described.~~

~~Security Deed~~

~~Between JLG Group PLC and Woodside Corporate Services Limited~~

~~Trust Deed~~

~~Between JLG Group PLC and Woodside Corporate Services Limited~~

Debenture Overview

The Group entered the alternative finance sector with the aim of providing a real alternative to Business Banking and has built a robust, scalable, Anti Money Laundering (AML) compliant process for on boarding Corporate Borrowers in the UK and eventually Europe.

JLG Group PLC is the first alternative commercial lender to become an Associate Member of the British Bankers' Association.

We are a benefactor of 'Project Rome', the campaign from the Emerging Payments Association (EPA) lobbying for fairer access to payments infrastructure through FinTech providers.

JLG Group PLC has been certified by BSI to ISO 9001:2015 and 22301:2012 under certificate numbers FS 668057, BCMS 668054.

And one of the seven founder members of the AABF

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Susanne Chishti FinTech Recognition Feb 2020

JLG Groups raises £85M in Bond Sale Nov 2019

JLG Groups joins LSE Elite Nov 2019

LSE 1000 Companies to Inspire Britain Report Nov 2019

John Davies appointed to Emerging Payments Association Advisory Board Jan 2019

Just Cash Flow PLC ‘A’ rated investment option. October 2018

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JLG Group PLC
1 Charterhouse Mews, Farringdon, London EC1M 6BB

Registered in England and Wales Company number 08062555

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2018 Debenture Exchange Offer FAQs

Why is The JLG Group offering to issue new debentures to the existing debenture holders ?

The Company is aware that a large number of debenture holders are keen to maintain their investment with the Company and an exchange offer makes it easier for them to do so.

Do I have to exchange all of my existing debentures ?

No. You can exchange all or some of your debentures. Subject to the minimum limits you could exchange some and hold some of your existing debentures to current maturity.

Am I able to exchange my existing debentures for some of the 2021 series and some of the 2025 series ?

Yes. Subject to the minimum limits you could exchange some for 2021, some for 2025 and allow some of your existing debentures be repaid on maturity.

When do my existing debentures mature ?

JLG Group PLC 2018 debentures mature on 31 December 2018.

What happens on maturity ?

Within 14 days of the date of maturity your original capital will be returned to you plus any interest due up to the maturity date.

When is interest paid on the debentures ?

Within 14 days after 30 June and 31 December each year unless you have requested that it be reinvested.

How is the interest paid ?

It is credited to your account at your stockbroker which in most cases is The Share Centre.

I have previously requested that interest payable to me is reinvested in further debentures. Will this apply to the new debentures ?

Yes. The same reinvestment process will apply to the new debentures unless you request that to change.

If I need to sell my 2018 debentures before maturity am I able to do so ?

Yes. The debentures are quoted on the Emerging Capital Market of the Cyprus Stock Exchange (the "Exchange") and can be sold through the Exchange at any time.

How do I sell my debentures if I need to do so ?

You just need to give the instruction to your SIPP provider or stockbroker, which in most cases is The Share Centre Ltd, either by phone or by email.

The offer document states that the security on the new debentures is subordinate to a charge in favour of new facilities. What does this mean ?

JLG Group PLC has arranged additional loan facilities from Institutional Funds.

These facilities will be ring fenced such that the ownership of the loan book financed by the facility and the bank accounts of the facility will be charged to the institutional funds.

The security for debentures will subordinate to the charge of the institutional funds but only to the extent of the amount loaned by the Funds to the ring fenced loans.

I don't fully understand all the details of the offer. Is there someone that I can speak to who will help me understand and advise me what to do ?

The company has set up a help line on 0203 887 3878 and will do its best to help you understand and answer any questions that you have but it cannot give you any advice.

If you are in any doubt about the contents of the document and/or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom or, if not, you should immediately consult another appropriately authorised independent professional adviser.