Phoenix Group Holdings PLC Listing of PGH plc Shares and Debt Issuer Update (3207K)

TIDMPHNX

RNS Number : 3207K

Phoenix Group Holdings PLC

13 December 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW PHOENIX SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE PROSPECTUS PUBLISHED BY PHOENIX GROUP HOLDINGS IN CONNECTION WITH THE SCHEME REFERRED TO BELOW.

For immediate release

13 December 2018

Phoenix Group Holdings plc

("New Phoenix")

Admission and listing of New Phoenix Shares and notice of the substitution of New Phoenix in place of Phoenix Group Holdings as issuer of Outstanding Securities

Admission and listing of New Phoenix Shares

This announcement is made further to today's announcement by Phoenix Group Holdings ("Old Phoenix") that the scheme of arrangement under section 86 of the Cayman Islands Companies Law (2018 Revision) (the "Companies Law") between Old Phoenix and its shareholders (pursuant to which New Phoenix was introduced as the new group holding company of the Phoenix Group and including a related reduction of capital under sections 14 to 16 of the Companies Law) became effective on 12 December 2018.

New Phoenix now announces the admission of 721,194,230 ordinary shares (the "New Phoenix Shares") in the capital of New Phoenix to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities with effect from 8.00 a.m. (UK time) today.

Scheme Shareholders will receive one New Phoenix Share in place of each Old Phoenix Share held by them at the Scheme Record Time, save that one fewer New Phoenix Share shall be allotted and issued to each of the holders of the New Phoenix Subscriber Shares who are also Old Phoenix Shareholders to reflect the shareholding in New Phoenix they acquired upon its incorporation.

Scheme Shareholders holding Old Phoenix Shares in uncertificated form will receive the New Phoenix Shares to which they are entitled as soon as reasonably practicable after 8.00 a.m. (UK time) today through CREST. Scheme Shareholders holding Old Phoenix Shares in certificated form will be issued New Phoenix Shares in certificated form which will be dispatched no later than 24 December 2018.

The new ISIN number for New Phoenix Shares is GB00BGXQNP29. New Phoenix will have the same TIDM as Old Phoenix, which will remain as "PHNX".

On 18 December 2018, a hearing will be held before the English Court at which confirmation will be sought for the New Phoenix Capital Reduction. The New Phoenix Capital Reduction is expected to become effective on 18 December 2018.

Notice of the substitution of New Phoenix in place of Phoenix Group Holdings as issuer of Outstanding Securities

Notice is hereby given to the holders of the:

   --    GBP428,113,000 6.625 per cent. Subordinated Notes due 2025 (XS1171593293); 

-- GBP450,000,000 4.125 per cent. Tier 3 Notes due 2022 (XS1551285007) issued pursuant to Old Phoenix's GBP3,000,000,000 Euro Medium Term Note Programme (the "Programme") (the "2022 Notes");

-- U.S.$500,000,000 5.375 per cent. Notes due 2027 (XS1639849204) issued pursuant to the Programme (the "2027 Notes");

-- EUR500,000,000 4.375 per cent. Notes due 2029 (XS1881005117) issued pursuant to the Programme (the "2029 Notes"); and

   --    GBP500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Write Down Notes (XS1802140894), 

each issued by Old Phoenix (together, the "Outstanding Securities"), that with effect from 12 December 2018, New Phoenix was substituted in place of Old Phoenix as the principal debtor under, and issuer of, the Outstanding Securities.

With effect from 12 December 2018, New Phoenix has acceded to and become a borrower and a guarantor under Old Phoenix's bank facilities.

Copies of the amended and restated terms and conditions of the Outstanding Securities (and the amended and restated Final Terms for the 2022 Notes, the 2027 Notes and the 2029 Notes) are available via the links below:

http://www.rns-pdf.londonstockexchange.com/rns/3207K_1-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_2-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_3-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_4-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_5-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_6-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_7-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_8-2018-12-12.pdf

http://www.rns-pdf.londonstockexchange.com/rns/3207K_9-2018-12-12.pdf

Capitalised terms used but not defined in this announcement have the meaning given to them in the circular issued by Old Phoenix on 2 November 2018.

ENQUIRIES

Phoenix Group Investor Relations

Claire Hawkins, Head of Investor Relations

[phone]

Phoenix Group Debt Investors

Rashmin Shah, Group Treasurer

[phone]

Phoenix Group Media Relations

Shellie Wells, Head of Corporate Communications

[phone]

HSBC (Sponsor & Corporate Broker)

Simon Alexander, Andrew Hackney

[phone]

Maitland (PR Adviser)

Andy Donald, Vikki Kosmalska

+ 44 (0) 20 7379 5151

This announcement has been issued by and is the sole responsibility of New Phoenix.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAWS.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulatory Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), is acting exclusively for New Phoenix and Old Phoenix and for no one else in connection with Admission and the arrangements referred to in this announcement and will not regard any other person as a client in relation to Admission or the arrangements described in this announcement and will not be responsible to anyone other than New Phoenix and Old Phoenix for providing the protections afforded to its clients or for providing advice in relation to Admission or the arrangements referred to in this announcement.

No person has been authorised to give any information or to make any representations other than those contained in this announcement, the Scheme Circular and the Prospectus, and, if given or made, such information or representations must not be relied on as having been authorised by New Phoenix, Old Phoenix or HSBC.

NOTICE TO INVESTORS IN THE UNITED STATES OF AMERICA

This announcement does not constitute an offer to any person or to the public generally to subscribe for or otherwise acquire New Phoenix Shares. This announcement is not an offer of securities for sale in the United States. The New Phoenix Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. In addition, New Phoenix has not been and will not be registered under the US Investment Company Act of 1940, as amended. There will be no public offer of the New Phoenix Shares in the United States. New Phoenix Shares may not therefore be offered to certain US shareholders of Old Phoenix unless New Phoenix believes that there is an exemption from, or if the transaction is not subject to, the registration requirements of the US Securities Act. The New Phoenix Shares issued pursuant to the Scheme are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof based on the Cayman Court's sanctioning of the Scheme. Old Phoenix Shareholders who will be affiliates of New Phoenix after the Scheme Effective Date will be subject to certain US transfer restrictions relating to the New Phoenix Shares received pursuant to the Scheme.

The New Phoenix Shares have not been and will not be registered on a United States securities exchange or quoted on any inter-dealer quotation system in the United States. The Scheme has not been and will not be approved or disapproved by the US Securities and Exchange Commission (the "SEC"), nor has the SEC or any US state securities commission passed upon the merits or fairness of the Scheme nor upon the adequacy or accuracy of the information contained in the Scheme Circular or the Prospectus. Any representation to the contrary is a criminal offence in the United States.

The New Phoenix Shares will not be registered under the securities laws of any state of the United States, and will be issued in the United States pursuant to the Scheme in reliance on available exemptions from such state law registration requirements.

FORWARD-LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, among other things, the Group's business, results of operations, financial position, prospects, dividends, growth, strategies and the asset management business.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Group's operations, its financial position and dividends, and the development of the markets and the industries in which the Group operates may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the Group's results of operations and financial position, and the development of the markets and the industries in which the Group operates, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of risks, uncertainties and other factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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December 13, 2018 03:00 ET (08:00 GMT)