212 | Just Group PLC | Annual Report and Accounts 2024
NOTES TO THE COMPANY FINANCIAL STATEMENTS continued
3. LOANS TO GROUP UNDERTAKINGS continued On 26 April 2019, JRL issued £250m fixed rate perpetual restricted Tier 1 contingent convertible notes to the Company. These notes were redeemed in full on 26 April 2024. New loan notes of £250m have been advanced to JRL by the Company on 26 April 2024 with no fixed maturity date and under same terms but with a new interest rate of 9.75%. On 26 April 2019, PLACL completed the issue of £50m fixed rate perpetual restricted Tier 1 contingent convertible notes. The notes were redeemed in full on 26 April 2024.
4. FINANCIAL INVESTMENTS
Fair value (designated)
31 December 2024 £m
31 December 2023 £m
Units in liquidity funds
264 264
85 85
Total
All assets for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, based on the lowest level input that is significant to the fair value measured as a whole. In the fair value hierarchy, units in liquidity funds are all classified as Level 1. There have been no transfers between levels during the year.
5. SHARE CAPITAL AND SHARE PREMIUM The allotted, issued and fully paid ordinary share capital of the Company at 31 December 2024 is detailed below:
Number of £0.10 ordinary shares 1,038,702,932 1,038,702,932 1,038,702,932 1,038,702,932
Share capital £m
Share premium £m
Total £m 197 197 197 197
At 1 January 2024
104 104 104 104
93 93 93 93
At 31 December 2024
At 1 January 2023
At 31 December 2023
6. OTHER RESERVES
31 December 2024 £m
31 December 2023 £m
Merger reserve
300
300
Share held by trusts Total other reserves
(3)
(5)
297
295
The merger reserve was established as the result of a placing of 94,012,782 ordinary shares in 2019 and the acquisition of 100% of the equity of Partnership Assurance Group plc in 2016. The placing was achieved by the Company acquiring 100% of the equity of a limited company for consideration of the new ordinary shares issued. Accordingly, merger relief under Section 612 of the Companies Act 2006 applied, and share premium was not recognised in respect of this issue of shares. The merger reserve recognised represents the premium over the nominal value of the shares issued. Consideration for the acquisition of the equity shares of Partnership Assurance Group plc consisted of a new issue of shares in the Company. Accordingly, merger relief under Section 612 of the Companies Act 2006 applied, and share premium was not recognised in respect of this issue of shares. The merger reserve recognised represents the difference between the nominal value of the shares issued and the net assets of Partnership Assurance Group plc acquired. 7. SUBORDINATED DEBT Details of the Company’s subordinated debt are shown in note 24 to the Group financial statements. The Company’s Tier 3 debt is repayable on 7 February 2025 and is presented within current liabilities.
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