2015 Exchange Offer - completed

The 2015 debenture exchange offer document sent to all debenture holders by post explains why we are offering to exchange your debentures for new ones with a higher rate of interest and how to notify us as to what you want to do.

~~The new 3-year (2018) debenture has a fixed interest of 8.25% and the 5 year debenture (2020) has a fixed interest of 8.75%.~~

~~We believe these are very attractive rates compared to other products in the market.~~

~~As explained in the offer document it is very 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 0121 233 3312~~

Documents

~~Available to download as PDF~~

Exchange Offer Document

~~JLG Group PLC - Certificated~~

Exchange Offer Document

~~JLG Group PLC - Uncertificated~~

Exchange Offer Document

~~Just Cash Flow PLC~~

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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Debenture Exchange Offer FAQs

Why is The JLG Group offering to issue new debentures to the existing debenture holders of Just Cash Flow PLC ?

Just Cash Flow PLC is now a wholly owned subsidiary of JLG Group PLC and it simplifies the administration (and therefore saves costs) to bring the Just Cash Flow debentures into The JLG Group with no disadvantage to the debenture holders.

Previously The JLG Group was the major shareholder in Just Cash Flow but did not own 100% as it does now.

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 for 2018 debentures, some for 2020 debentures and hold some of your existing debentures to current maturity.

When do my existing debentures mature ?

The JLG PLC 2015 debentures matured on 31 December 2015. The JLG PLC 2016 debentures mature on 31 December 2016 and the Just Cash Flow PLC debentures mature on 31 December 2015.

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 Beaufort Asset Clearing Services Ltd.

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 debentures before maturity am I able to do so ?

Yes. The current debentures are quoted on the Cyprus Stock Exchange and can be sold through the Exchange at any time. The intention is that the new debentures will also be quoted on the Cyprus Stock Exchange.

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

You just need to give the instruction to your stockbroker, which in most cases is Beaufort Asset Clearing Services Ltd, either by phone or through the secure messaging service on your online account.

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 new facilities from Institutional Funds.

These facilities by the Funds will be loaned to separate subsidiary companies which will loan out to SMEs in the same way as the existing operating companies. The ownership of the separate companies and the loan book and the bank accounts of these separate companies 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 separate companies.

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 0121 233 3312 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.