REG - Phoenix Group Hldgs - Indicative Result of Tender Offer

Phoenix groupAnnouncement

05/12/2023 10:30

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RNS Number : 7322V  Phoenix Group Holdings PLC  05 December 2023

 

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JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.

5 December 2023

Phoenix Group Holdings plc announces Indicative Results of Offers

Phoenix Group Holdings plc (the "Company") announces today the indicative
results of its invitations made to eligible holders (the "Noteholders") of its
outstanding £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN:
XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate
Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and,
together with the Sterling Notes, the "Notes"), as described in the tender
offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each
such invitation an "Offer" and together the "Offers").

Capitalised terms used but not otherwise defined in this announcement shall
have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 16:00 (London time) on 4 December
2023. Settlement is expected to take place on 7 December 2023.

The Company hereby announces, on a non-binding and indicative basis only, that
it will accept for purchase in accordance with the terms and subject to the
conditions (including the satisfaction or waiver of the Financing Condition)
set out in the Tender Offer Memorandum, validly tendered Notes for purchase
pursuant to the Offers, in an aggregate principal amount of approximately
£350,000,000 (equivalent). The Company further announces, on a non-binding
and indicative basis only, the aggregate principal amount of each Series
accepted for purchase (each a "Series Acceptance Amount") is expected to be as
set out in the table below.

 

 Description                                                ISIN/Common Code  Outstanding Principal Amount  Indicative Series Acceptance Amount  Indicative Scaling Factor (Priority Tendered Notes)*  Indicative Scaling Factor (Non-Priority Tendered Notes)*
 £428,113,000 6.625 per cent. Subordinated Notes due 2025   XS1171593293/     £428,113,000                  £230,949,000                         None applied                                          67.7999%

117159329
 U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031    XS2182954797/     U.S.$500,000,000              U.S.$150,000,000                     None applied                                          43.7367%

218295479

*In line with the approach specified in the Tender Offer Memorandum, where
Tender and Priority Acceptance Instructions related to a greater principal
amount of Notes (on an aggregate basis taking into account tenders for such
Noteholder of both the Sterling Notes and the U.S.$ Notes) than the principal
amount of New Notes (converted in whole or in part into U.S.$ at the U.S.$ FX
Rate and rounded down to the nearest U.S.$1,000, if applicable) it subscribed
for and was allocated, the Company has, in its sole discretion, deemed the
relevant Tender and Priority Acceptance Instruction or Tender and Priority
Acceptance Instructions to be (A) Tender and Priority Acceptance
Instruction(s) for only the principal amount of Notes in respect of which the
relevant Noteholder has obtained Priority Acceptance and (B) Tender Only
Instruction(s) for the additional Notes the relevant Noteholder wishes to
tender for purchase in excess of such Priority Acceptance Amount, applying
such approach to a Noteholder(s) Tender Instructions in a manner that is
determined in the Company's sole discretion.

Pricing for the Offer for the Sterling Notes will take place at or around
11.00 a.m. (London time) today (the "Pricing Time").

The Company will announce the final results of the Offers as soon as
reasonably practicable after the Pricing Time. Such announcement will specify
whether the Company will accept (subject to satisfaction or waiver of the
Financing Condition) valid tenders of Notes for purchase pursuant to either or
both the Offers and, if so accepted, (i) the Benchmark Security Rate, the
Purchase Yield and the Purchase Price for the Sterling Notes accepted for
purchase (if applicable), (ii) the Series Acceptance Amount in respect of each
Series; and (iii) details of any pro rata scaling in respect of each Series.

Subject to the satisfaction (or wavier) of the Financing Condition, the
Settlement Date for the Offers which is expected to be 7 December 2023.

Any requests for information in relation to the Offers should be directed to
the Dealer Managers or the Tender Agent whose contact details are: Banco
Bilbao Vizcaya Argentaria, S.A. at 44th Floor, One Canada Square, London E14
5AA, United Kingdom, Attention: Liability Management, or by telephone at +44
207 397 6029 and +44 207 397 6061 or email liabilitymanagement@bbva.com; HSBC
Bank plc at 8 Canada Square, London E14 5HQ, United Kingdom, Attention:
Liability Management, DCM, or by telephone at +44 20 7992 6237 or email
LM_EMEA@hsbc.com; J.P. Morgan Securities plc at 25 Bank Street, Canary Wharf,
London E14 5JP, United Kingdom, Attention: EMEA Liability Management Group, or
by telephone at +44 20 7134 2468 or email
liability_management_EMEA@jpmorgan.com; Merrill Lynch International at 2 King
Edward Street, London EC1A 1HQ, United Kingdom, Attention: Liability
Management Group, or by telephone at +44 20 7996 5420 or email
DG.LM-EMEA@bofa.com; NatWest Markets Plc at 250 Bishopsgate, London EC2M 4AA,
United Kingdom, Attention: Liability Management, or by telephone at +44 20
7678 5222 or email NWMliabilitymanagement@natwestmarkets.com; and Kroll Issuer
Services Limited at The Shard, 32 London Bridge Street, London SE1 9SG, United
Kingdom, Attention: Jacek Kusion, or by telephone at +44 20 7704 0880 or email
phoenix@is.kroll.com.

REGULATORY INFORMATION AND DISCLAIMER

 

This announcement contains information that qualified or may have qualified as
inside information within the meaning of Article 7(1) of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended, the "EUWA").

The person responsible for arranging release of this announcement on behalf of
the Company is Kulbinder Dosanjh, Group Company Secretary. The Legal Entity
Identifier of the Offeror is: 2138001P49OLAEU33T68.

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers. If any Noteholder is in any doubt as to the
contents of this announcement, the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial, legal, regulatory
and any other advice, including in respect of any financial, accounting,
regulatory and tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memorandum comes are required by
each of the Company, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.

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