REG - Phoenix Group Hldgs - Issue of Debt and Tender Maximum Acceptance Amount

Phoenix groupAnnouncement

28/11/2023 18:00

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RNS Number : 9673U  Phoenix Group Holdings PLC  28 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (as defined in
regulation s under THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (THE "UNITED STATES") OR in or into ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT. SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.

28 November 2023

Phoenix Group Holdings plc prices new Tier 2 Notes issuance and announces
Maximum Acceptance Amount for its tender offer

Phoenix Group Holdings plc (the "Company") announces today that it has priced
an issuance of £350,000,000 Fixed Rate Reset Tier 2 Notes due 2053 (the "New
Notes"). The New Notes will bear interest at the rate of 7.750 per cent. per
annum to (but excluding) 6 December 2033, payable semi-annually in arrear.
Subject to certain conditions, the Company may redeem the New Notes on any
date from (and including) 6 June 2033 to (and including) 6 December 2033. The
New Notes are expected to be issued by the Company on 6 December 2023 for an
issue price of 99.282 per cent. of their principal amount.

With reference to the invitations made to eligible holders 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"), the Company also announces that, following
the pricing of the New Notes, the Maximum Acceptance Amount (which is the
maximum aggregate principal amount of Notes to be accepted for purchase
pursuant to the Offers) in respect of the Offers is £350,000,000 in aggregate
principal amount of Notes. For these purposes, the principal amount of the
U.S.$ Notes to be accepted for purchase pursuant to the relevant Offer will be
converted into pounds sterling at the U.S.$ FX Rate (as further described in
the Tender Offer Memorandum).

The Company reserves the right, in its sole and absolute discretion and for
any reason, to significantly increase or significantly decrease or waive the
Maximum Acceptance Amount or to accept significantly more or less Notes than
the Maximum Acceptance Amount. The Company will announce the results of the
Offers on 5 December 2023.

The Offers commenced on 27 November 2023 and will expire at 16:00 (London
time) on 4 December 2023. Settlement is expected to take place on 7 December
2023.

The Offers are being made on the terms and subject to the conditions
(including the Financing Condition) contained in the Tender Offer Memorandum
and is subject to the offer and distribution restrictions set out below and as
more fully described in the Tender Offer Memorandum. This announcement should
be read in conjunction with the Tender Offer Memorandum. Capitalised terms
used but not otherwise defined in this announcement shall have the meanings
given to them in the Tender Offer Memorandum.

Banco Bilbao Vizcaya Argentaria, S.A., HSBC Bank plc, J.P. Morgan Securities
plc, Merrill Lynch International and NatWest Markets Plc are acting as Dealer
Managers for the Offers and Kroll Issuer Services Limited is acting as Tender
Agent for the Offers. For detailed terms of the Offers please refer to the
Tender Offer Memorandum which (subject to offer and distribution restrictions)
can be obtained from the Dealer Managers and the Tender Agent referred to
below.

Please contact: 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.

None of the Company, the Dealer Managers or the Tender Agent or any of their
respective directors, officers, employees, agents, advisers or affiliates
makes any recommendation whether Noteholders should tender Notes in the
relevant Offer(s) and none of the Company, the Dealer Managers or the Tender
Agent nor any of their respective directors, officers, employees, agents,
advisers or affiliates will have any liability or responsibility in respect
thereto. None of the Company, the Dealer Managers or the Tender Agent (or any
of their respective directors, officers, employees, agents, advisers or
affiliates) is providing any Noteholder with any legal, business, financial
investment, tax or other advice in the Tender Offer Memorandum. Noteholders
should consult with their own advisers as needed to assist them in making an
investment decision and to advise them whether they are legally permitted to
tender Notes for cash.

 

OFFER AND DISTRIBUTION RESTRICTIONS

 

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in either of the Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such
invitation or for there to be such participation under applicable securities
laws. 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.

 

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities. The minimum
denomination of the New Notes will be £100,000.

 

United States

 

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mail of, or by any means or instrumentality of
interstate or foreign commerce of or of any facilities of a national
securities exchange of, the United States or to any U.S. Person. This
includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication.
The Notes may not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the United States
or to a U.S. Person and the Notes cannot be tendered in the Offers by any such
use, means, instrumentality or facility or from or within or by persons
located or resident in the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by a person located in
the United States, by a U.S. Person, by any person acting for the account or
benefit of a U.S. Person, or by any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.

 

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States, or to U.S. Persons. Securities may
not be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.

 

Each Noteholder participating in the Offers will represent that it is not a
U.S. Person, is not located in the United States and is not participating in
the Offers from the United States or it is acting on a non-discretionary basis
for a principal located outside the United States that is not giving an order
to participate in the Offers from the United States and who is not a U.S.
Person. For the purposes of this and the above two paragraphs, "United States"
means the United States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands), any state of the United States of America and
the District of Columbia.

 

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the
Company and any other documents or materials relating to the Offers are not
being made, and such documents and/or materials have not been approved, by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the general public
in the United Kingdom. The communication of such documents and/or materials is
exempt from the restriction on financial promotions under section 21 FSMA on
the basis that it is only directed at and may be communicated to (1) persons
who have professional experience in matters relating to investments, being
investment professionals (as defined in Article 19 of the Financial Services
and Markets 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")); (2) persons who fall within Article 43 "high net worth companies,
unincorporated associations etc." of the Financial Promotion Order; or (3) any
other persons to whom these documents and/or materials may lawfully be
communicated under the Financial Promotion Order (such persons together being
the "Relevant Persons").

 

The Offers are only available to Relevant Persons and the transactions
contemplated herein and in the Tender Offer Memorandum will be available only
to, or engaged in only with, Relevant Persons, and this financial promotion
must not be relied or acted upon by persons other than Relevant Persons. The
documents and materials relating to the relevant Offer(s) and their contents
should not be distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other person in the United Kingdom.

 

France

 

The Offers are not being made, and this announcement, the Tender Offer
Memorandum and any other offering material relating to the Offers may not be
distributed, directly or indirectly, in the Republic of France except to
qualified investors (investisseurs qualifiés) as defined in Article 2(e) of
Regulation (EU) 2017/1129, as amended. Neither this announcement nor the
Tender Offer Memorandum have been, nor will they be, submitted for clearance
to nor approved by the Autorité des Marchés Financiers.

 

Belgium

 

Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or will be notified to, and
neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or will be approved by, the
Belgian Financial Services and Markets Authority (Autoriteit voor Financiële
Diensten en Markten/Autorité des Services et Marchés Financiers). The Offers
may therefore not be made in Belgium by way of a public takeover bid (openbaar
overnamebod/offre publique d'acquisition) as defined in Article 3 of the
Belgian law of 1 April 2007 on public takeover bids, as amended (the "Belgian
Takeover Law"), save in those circumstances where a private placement
exemption is available.

 

The Offers are conducted exclusively under applicable private placement
exemptions. The Offers may therefore not be advertised and the Offers will not
be extended, and neither this announcement, the Tender Offer Memorandum nor
any other documents or materials relating to the Offers have been or will be
distributed or made available, directly or indirectly, to any person in
Belgium other than (i) to qualified investors within the meaning of Article
2(e) of Regulation (EU) 2017/1129 and (ii) in any circumstances set out in
Article 6 §4 of the Belgian Takeover Law.

 

This announcement and the Tender Offer Memorandum have been issued for the
personal use of the above-mentioned qualified investors only and exclusively
for the purpose of the Offers. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for any other
purpose nor may it be disclosed to any other person in Belgium.

 

Italy

None of this announcement, the Offers, the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
Noteholders or beneficial owners of the Notes that are located in Italy may
tender their Notes in the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Legislative Decree No. 58 of 24
February 1998, as amended, Commissione Nazionale per le Società e la Borsa
(CONSOB) Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority.

Each Intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

GENERAL

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell Notes, and tenders of Notes for
purchase pursuant to the Offers will not be accepted from Holders in any
circumstances in which such offer or solicitation is unlawful.

NEW NOTES

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus dated 30 June
2023 (the "Prospectus") prepared by the Company in respect of its
£5,000,000,000 Euro Medium Term Note Programme, as supplemented from time to
time and (ii) the final terms to be prepared in connection with the New Notes,
and no reliance is to be placed on any representations other than those
contained in the Prospectus and the final terms to be prepared in connection
with the New Notes. Noteholders who may wish to subscribe for New Notes should
carefully consider all of the information in the Prospectus and the final
terms to be prepared in connection with the New Notes including (but not
limited to) the risk factors therein.

For the avoidance of doubt, the ability to purchase any New Notes is subject
to all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Prospectus and the final terms to be
prepared in connection with the New Notes). It is the sole responsibility of
each Noteholder to satisfy itself that it is eligible to purchase the New
Notes.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction. Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the Securities Act. The
New Notes have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the United States
and may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. Persons.

MiFID II product governance - The target market for the New Notes is eligible
counterparties and professional clients only (all distribution channels), each
as defined in Directive 2014/65/EU (as amended, "MiFID II").

UK MiFIR product governance - The target market for the New Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
(COBS), and professional clients only (all distribution channels), as defined
in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA ("UK MiFIR").

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European
Economic Area (the "EEA"). For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129.

Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
New Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the New Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under
the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom.
For these purposes, a "retail investor" means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii)
a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in
Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA.

Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Notes or otherwise making
them available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the New Notes or otherwise making them available
to any retail investor in the United Kingdom may be unlawful under the UK
PRIIPs Regulation.

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