Brookfield Moves Into Annuities by Acquiring Just Group

Brookfield Wealth Solutions, a retirement services-focused spin-off of Brookfield Asset Management, has made an offer to acquire U.K.-based insurer Just Group for 2.4 billion pounds ($3.17 billion) in a bid to gain a foothold in the U.K.’s growing pension risk transfer market.

The transaction is expected to close in the first half of 2026. BWS would acquire Just Group shares at a 75% premium. Shares of Just Group surged nearly 70% during London trading hours on Thursday.

Just Group has completed more than 500 defined benefit de-risking transactions, receiving more than 17 billion pounds in premiums. These transactions covered more than 700,000 customers, according to Just Group’s website. The firm manages 27 billion pounds in assets.

“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,” said Sachin Shah, Brookfield Wealth Solutions’ CEO, in a statement. “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.”

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BWS will merge Just Group with its existing U.K.-based insurer, Blumont Annuity Co. UK Ltd., and operate the combined entity under the Just Group brand. BWS, with $140 billion in assets, primarily operates in North America, but it sees an opportunity in the 1-trillion-pound AUM U.K. pension risk transfer market.

“Just’s differentiation through its innovative Beacon platform will be further complemented by expanded de-risking capacity, enabling the Combined UK Group to serve an expanded range of small and large schemes with expertise from Just and BWS as well as the support of BWS’s balance sheet,” BWS stated.

The U.K. PRT market, by many estimates, is expected to see 40 to 50 billion pounds in transaction volume annually over the next few years. Many U.K. pension schemes are in a surplus funding position and have turned to de-risking options to manage these surpluses. The U.K. Pension Protection Fund, through its PPF 7800 index, reported an aggregate funding ratio of 126.2% at the end of June across nearly 5,000 plans—representing a total asset surplus of 230.5 billion pounds.

The combined insurer is also expected to benefit from the resources of the $1 trillion AUM Brookfield Asset Management.

“Brookfield Asset Management originates high quality, low volatility assets that are well-suited to insurance company balance sheets and well-matched to the long-dated liabilities associated with Just’s products,” BWS stated.

In recent years, many asset managers have acquired insurance companies. Aging populations have increased the demand for retirement solutions like lifetime income and other insurance-based retirement products.

These insurers provide asset managers access to permanent capital—their long-dated liabilities and long-term investment horizons make insurance an attractive area for alternative investors to expand, at a time when fundraising from traditional clients like pension funds and endowments has slowed down.

Large alternatives managers, including Apollo and KKR, operate large annuity and retirement services businesses, through their Athene and Global Atlantic units, respectively. Apollo-backed European insurer Athora recently entered into an agreement to acquire U.K. insurer Pension Insurance Corp.

In January, Ares raised $2.3 billion for its insurance subsidiary, Aspida Holdings Ltd. A person familiar with the fundraising said PRT products could be offered in the future as the firm scales up. In July, Blackstone formed a partnership with U.K.-based insurer and asset manager Legal and General to provide the insurer’s clients with access to its private credit funds.