LONDON: Brookfield Wealth Solutions (BWS) is making a bold move into the UK insurance market.
On Wednesday, BWS Holdings Ltd.—via its subsidiary Bidco—announced a £2.4 billion all-cash offer to acquire the entirety of Just Group PLC, a British retirement-focused insurer.
The acquisition will be executed through a court-sanctioned scheme of arrangement under the UK’s Companies Act 2006.
Under the deal terms, Just shareholders will receive 220 pence per share, representing a 75% premium to its closing price on July 30, 2025. The transaction gives Just a 1.1x multiple of Unrestricted Tier 1 capital as of year-end 2024 and marks a significant valuation uplift from previous trading levels.
BWS, which was spun off from Brookfield Corporation in 2021, is targeting expansion beyond its North American base. The acquisition of Just—and its integration with BWS’s newly launched Blumont Annuity Company UK—would create a consolidated insurance powerhouse with more than £105 billion in assets.
“This is not just a financial transaction, it’s a strategic leap into the UK annuity and life market,” said BWS in a joint statement with Just. The merged entity will retain Just’s brand and London headquarters and aim to tap into growth opportunities in pension risk transfers and defined contribution markets, projected to exceed £1 trillion and £1.3 trillion respectively.
BWS also plans to leverage Brookfield Asset Management’s deep expertise in alternative investments, which are well-matched to the long-term liabilities of annuity providers. Just stands to gain improved investment origination capabilities and enhanced product offerings, with a focus on delivering value for UK pensioners.
Post-acquisition, Just’s senior management will lead the combined UK Group. BWS emphasized its commitment to cultural integration and employee opportunity, positioning the deal as not just transformative for the group—but also for the broader UK retirement landscape.
Commenting on the Acquisition, Sachin Shah, Chief Executive Officer of BWS, said: “The acquisition of Just will accelerate our growth ambitions for the UK, a core region for us given its status as one of the world’s preeminent pension markets combined with highly attractive investment opportunities. We look forward to supporting Just’s growth in the UK, building on its commitment to providing financial certainty and excellent service to its policyholders. We own and operate insurance companies built for long-term success, supported by high quality assets, and are committed to providing ironclad retirement security products.”
Commenting on the Acquisition, John Hastings-Bass, Chair of Just, said: “The Just Board is pleased to recommend the acquisition by BWS, which delivers certain value for shareholders at an attractive cash premium. The acquisition reflects the strength of Just’s business and the significant financial and strategic progress the Just management team, led by David Richardson, has delivered in recent years.
The Just Board also welcomes BWS’s strategic plans for Just, which it believes will benefit existing and future customers, Just employees and the UK economy through investment in important productive assets.”
Commenting on the Acquisition, David Richardson, Group CEO of Just, said: “The proposed combination with BWS reflects the strength of the Just platform and the long-term value of the strategy we have delivered. BWS and the wider Brookfield group’s scale, investment expertise and alignment with our purpose will enable Just to broaden its reach and enhance its offering, which will accelerate the fulfilment of our purpose to help more people achieve a better later life.”
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