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REG - Phoenix Grp Hldgs - Phoenix Group Holdings - 2015 Annual Results <Origin Href="QuoteRef">PHNX.L</Origin> - Part 16

- Part 16: For the preceding part double click  ID:nRSW9668So 

categorised as a Level 3 fair
value based on the non-observable inputs to the valuation technique used. 
 
The following table shows a reconciliation from the opening to the closing fair value for the Level 3 owner-occupied
property at valuation: 
 
                                                         2015  
                                                          £m   
 At 1 January                                            15    
 Depreciation recognised in profit or loss               -     
 Remeasurement recognised in other comprehensive income  4     
 At 31 December                                          19    
 Unrealised gains for the year                           4     
 
 
The fair value of the owner-occupied property at valuation was derived using the investment method supported by comparable
evidence. The significant non-observable inputs used in the valuation are the expected rental value per square foot and the
capitalisation rate. 
 
The fair value of the owner-occupied property valuation would increase (decrease) if the expected rental value per square
foot were to be higher (lower) and the capitalisation rate were to be lower (higher). 
 
G9. Investment property 
 
 Investment property is stated at fair value. Fair value is the price that would be received to sell a property in an orderly transaction between market participants at the measurement date. Gains and losses arising from the change in fair value are recognised in the consolidated income statement.  
 
 
 Leases, where a significant portion of the risks and rewards of ownership are retained by the lessor, are classified as operating leases. Where investment property is leased out by the Group, rental income from these operating leases is recognised as income in the consolidated income statement on a straight-line basis over the period of the lease.  
 
 
                                                                     2015   2014   
                                                                      £m     £m    
 At 1 January                                                        1,858  1,603  
 Additions                                                           152    107    
 Improvements                                                        19     7      
 Disposals                                                           (227)  (59)   
 Gains on adjustments to fair value (recognised in profit and loss)  140    200    
 At 31 December                                                      1,942  1,858  
 Unrealised gains on properties held at end of period                120    194    
 
 
The property portfolio consists of a mix of commercial sectors, held by the life companies, £420 million (2014: £407
million), and by the UK Commercial Property Trust, £1,312 million (2014: £1,265 million). The portfolio is spread
geographically throughout the UK. Investment properties also include £210 million (2014: £186 million) of property
reversions arising from sales of the NPI Extra Income Plan (see note E5 for further details). 
 
Commercial investment property is measured at fair value by independent property valuers having appropriate recognised
professional qualifications and recent experiences in the location and category of the property being valued. The
valuations are carried out in accordance with the Royal Institute of Chartered Surveyors ('RICS') guidelines with expected
income and capitalisation rate as the key non observable inputs. 
 
The residential property reversions, an interest in customer's properties which the Group will realise upon their death,
are valued using a DCF model based on the Group's proportion of the current open market value, and discounted for the
expected lifetime of the policyholder. The open market value is measured by independent local property surveyors having
appropriate recognised professional qualifications with reference to the condition of the property and local market
conditions. The individual properties are valued triennially and indexed using regional house price indices to the 31
December 2015. The discount rate is a risk-free rate appropriate for the duration of the asset, adjusted for liquidity and
mortality risk. Assumptions are also made in the valuation for future movements in property prices. The residential
property reversions have been substantially refinanced under the arrangements with Santander as described in note E5. 
 
The fair value measurement of the investment properties has been categorised as a Level 3 fair value based on the inputs to
the valuation techniques used. The following table shows the valuation techniques used in measuring the fair value of the
investment properties, the significant non-observable inputs used, the inter-relationship between the key non-observable
inputs and the fair value measurement of the investment properties: 
 
 Description                                                                Valuation techniques                 Significant non-observable inputs  Range (weighted average)  
 Commercial Investment Property (held by life companies)                    RICS valuation                       Expected income per sq. ft.        £4.65 - £149.21 (£31.87)  
 Capitalisation rate                                                        3.35% - 13.09% (5.36%)               
 Commercial Investment Property (held by the UK Commercial Property Trust)  Yield methodology                    Expected income per sq. ft.        Retail: £3 - £324 (£67)   
 Office: £15 - £78 (£38)                                                    
 Industrial: £5 - £19 (£8)                                                  
 Leisure: £12 - £35 (£24)                                                   
 Capitalisation rate                                                        Retail: 3.6% - 11.7% (5.4%)          
 Office: 3.9% - 7.5% (5.0%)                                                 
 Industrial: 4.8% - 7.3% (5.6%)                                             
 Leisure: 5.1% - 5.9% (5.3%)                                                
 Residential Property Reversions (held by life companies)                   DCF Model and RICS valuation         Mortality                          130% IFL92C15 - Female    
 130% IML92C15 - Male                                                       
 Future growth in house prices                                              5 year RPI estimate + 1% margin      
                                                                            
 Discount rates                                                             5 year Gilt Spot Rate + 1.7% margin  
 
 
The estimated fair value of the commercial properties (held by life companies and UK Commercial Property Trust) would
increase (decrease) if: 
 
·  the expected income were to be higher (lower); or 
 
·  the capitalisation rate were to be lower (higher). 
 
The fair value of the residential property reversions (held by life companies) would increase (decrease) if the market
value of the property were to be higher (lower) or the life expectancy of the policyholders were to increase (decrease).
The fair value is also sensitive to discount rate and house prices as follows: 
 
·  an increase (decrease) of 1% in house price inflation would increase (decrease) the fair value by £11 million; 
 
·  an increase of 1% in the discount rate would decrease the fair value by £10 million; and 
 
·  a decrease of 1% in the discount rate would increase the fair value by £11 million. 
 
Direct operating expenses (offset against rental income in the income statement) in respect of investment properties that
generated rental income during the year amounted to £5 million (2014: £5 million). The direct operating expenses arising
from investment property that did not generate rental income during the year amounted to £3 million (2014: £2 million). 
 
Future minimum lease rental receivables in respect of non-cancellable operating leases on investment properties were as
follows: 
 
                                               2015  2014  
                                               £m    £m    
 Not later than 1 year                         91    92    
 Later than 1 year and not later than 5 years  295   284   
 Later than 5 years                            436   414   
 
 
G10. Other receivables
 
 
 Other receivables are recognised when due and measured on initial recognition at the fair value of the amount receivable. Subsequent to initial recognition, these receivables are measured at amortised cost using the effective interest rate method.  
 
 
                                     2015  2014  
                                     £m    £m    
 Investment broker balances          73    98    
 Cash collateral pledged             327   597   
 Other debtors                       74    55    
                                     474   750   
                                                 
 Amount recoverable after 12 months  -     -     
 
 
G11. Cash and cash equivalents 
 
 Cash and cash equivalents comprise cash balances and short-term deposits with an original maturity term of three months or less at the date of placement. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are deducted from cash and cash equivalents for the purpose of the statement of consolidated cash flows.  
 
 
                                                           2015   2014   
                                                           £m     £m     
 Bank and cash balances                                    773    1,007  
 Short-term deposits (including demand and time deposits)  3,167  4,060  
                                                           3,940  5,067  
 
 
All deposits are subject to fixed interest rates. The carrying amounts approximate to fair value at the period end. Cash
and cash equivalents in long-term business operations and collective investment schemes of £3,836 million (2014: £4,821
million) are primarily held for the benefit of policyholders and so are not generally available for use by the owners. 
 
H. INTERESTS IN SUBSIDIARIES AND JOINT VENTURES 
 
H1. SUBSIDIARIES 
 
 Subsidiary undertakings are consolidated from the date that effective control is obtained by the Group (see basis of consolidation in note A1) and are excluded from consolidation from the date they cease to be subsidiary undertakings. For subsidiary undertakings disposed of during the year, any difference between the net proceeds, plus the fair value of any retained interest, and the carrying amount of the subsidiary undertaking including non-controlling interests, is recognised in the consolidated income  
 statement.The Group uses the purchase method to account for the acquisition of subsidiary undertakings. The cost of an acquisition is measured at the fair value of the consideration. Any excess of the cost of acquisition over the fair value of the net assets acquired is recognised as goodwill. Any excess of the fair value of the net assets acquired over the cost of acquisition is recognised in the consolidated income statement. Directly attributable acquisition costs are included within administrative      
 expenses, except for acquisitions undertaken prior to 2010 when they are included within the cost of the acquisition. Costs directly related to the issuing of debt or equity securities are included within the initial carrying amount of debt or equity securities where these are not carried at fair value. Intra-group balances and income and expenses arising from intra-group transactions are eliminated in preparing the consolidated financial statements.The Group has invested in a number of collective          
 investment schemes such as Open-ended Investments Companies ('OEICs'), unit trusts, Société d'Investissement à Capital Variable ('SICAVs') and private equity funds. These invest mainly in equities, bonds, property and cash and cash equivalents. The Group's percentage ownership in these collective investment schemes can fluctuate according to the level of Group and third party participation in structures.For such collective investment schemes, the following circumstances may indicate, in substance that the  
 Group has power over the investee:·  where the investee is managed by fund managers outside the Group, the Group has existing substantive rights (such as power of veto and liquidation rights) that give it the ability to direct the current activities of the investee. In assessing the Group's ability to direct an investee the Group considers its ability relative to other investors; and·  where the investee is managed by the Group's fund manager, and the Group holds a significant investment in the investee. It 
 is generally presumed that the Group has rights to variable returns and has the ability to use its power to affect its returns where the Group's holding is greater than 50%. For holdings between 25% and 50% the Group performs an assessment of power and associated control on a case by case basis. This assessment includes establishing the nature of the decision making rights that the fund manager has over the investee and whether these rights give it the power to control the investee.Where Group companies are 
 deemed to control such collective investment schemes they are consolidated in the Group financial statements, with the interests of external third parties recognised as a liability, see the accounting policy for 'Net asset value attributable to unitholders' in note E1.Certain of the collective investment schemes have non-coterminous period ends and are consolidated on the basis of additional financial statements prepared to the period end.                                                                     
 
 
H1.1 Significant restrictions 
 
The ability of subsidiary undertakings to transfer funds to the Group in the form of cash dividends or to repay loans and
advances is subject to local laws, regulations and solvency requirements. 
 
Each UK Life company and the Group must retain sufficient capital at all times to meet the regulatory capital requirements
mandated by or otherwise agreed with the PRA. Further information on the capital requirements applicable to Group entities
are set out in the Capital Management note (I4). Under UK company law, dividends can only be paid if a UK company has
distributable reserves sufficient to cover the dividend. 
 
In addition, contractual requirements may place restrictions on the transfer of funds as follows: 
 
·  the Pearl Pension Scheme funding agreement includes certain covenants which restrict the transfer of funds within the
Group. Details are provided in note G6; 
 
·  as disclosed in note D3.1, deferral of the coupon payable on the Notes may restrict the payment of dividends by certain
Group companies; and 
 
·  in the first half of 2014 there was a restriction on the ability of certain subsidiary undertakings to distribute funds
to Phoenix Group Holdings as a result of restrictions imposed by the Group's two credit agreements, namely the Pearl
Facility and the Impala Facility. These facilities were replaced with a single debt facility in July 2014 thereby removing
these restrictions. Details of restrictions on the payment of dividends imposed by this facility are provided in note E5. 
 
H2. STRUCTURED ENTITIES 
 
A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in
deciding who controls the entity, such as when any voting rights relate to administrative tasks only, and the relevant
activities are directed by means of contractual arrangements. A structured entity often has some or all of the following
features or attributes: (a) restricted activities; (b) a narrow and well-defined objective, such as to provide investment
opportunities for investors by passing on risks and rewards associated with the assets of the structured entity to
investors; (c) insufficient equity to permit the structured entity to finance its activities without subordinated financial
support; and (d) financing in the form of multiple contractually linked instruments to investors that create concentrations
of credit or other risks (tranches). 
 
The Group has determined that all of its investments in collective investment schemes are structured entities. In addition,
a number of debt security structures, private equity funds and the Group's joint venture have been identified as structured
entities. The Group has assessed that it has interests in both consolidated and unconsolidated structured entities as shown
below: 
 
·  unit trusts; 
 
·  OEICs; 
 
·  SICAVs; 
 
·  private equity funds ('PEF's); 
 
·  asset-backed securities; 
 
·  collateralised debt obligations ('CDO's); and 
 
·  other debt structures 
 
The Group's holdings in the above investments are subject to the terms and conditions of the respective fund's prospectus
and are susceptible to market price risk arising from uncertainties about future values. The Group holds redeemable shares
or units in each of the funds. The funds are managed by internal and external fund managers who apply various investment
strategies to accomplish their respective investment objectives. All of the funds are managed by fund managers who are
compensated by the respective funds for their services. Such compensation generally consists of an asset-based fee and a
performance-based incentive fee and is reflected in the valuation of each fund. 
 
H2.1 Interests in consolidated structured entities 
 
The Group has determined that where it has control over funds, these investments are consolidated structured entities. 
 
At 31 December 2015 the Group has granted loans to the PGH EBT of £6 million (2014: £6 million). Further loans are expected
to be granted in 2016. Details are provided in note D2. 
 
As at the reporting date the Group has no intention to provide financial or other support in relation to any consolidated
structured entity. 
 
H2.2 Interests in unconsolidated structured entities 
 
The Group has interests in unconsolidated structured entities. These investments are held as financial assets in the
Group's consolidated statement of financial position held at fair value through profit or loss. Any change in fair value is
included in the consolidated income statement in 'net investment income'. Dividend and interest income is received from
these investments. 
 
A summary of the Group's interest in unconsolidated structured entities is included below. These are shown according to the
financial asset categorisation in the consolidated statement of financial position and further analysed by type of fund in
which the entity is invested. 
 
                                                 2015                                2014   
 Carrying value of financial assets              Carrying value of financial assets  
 £m                                              £m                                  
 Equities                                        217                                 367    
 Collective investment schemes:                                                             
 Directly held collective investment schemes1:                                              
 Equities                                        728                                 808    
 Bonds                                           286                                 303    
 Property                                        117                                 280    
 Diversified                                     3                                   -      
 Short-term liquidity                            1,932                               873    
 Indirectly held collective investment schemes2  760                                 1,319  
 Fixed and variable rate income securities:                                                 
 CDOs                                            221                                 224    
 Asset-backed securities                         669                                 517    
                                                 4,933                               4,691  
 
 
1 Directly held collective investment schemes refer to those structured entities directly invested in by Group companies.
Such investments have been analysed by reference to the predominant asset class the structure is investing in. 
 
2 Indirectly held collective investment schemes are those interests in structured entities that are held by collective
investment schemes over which it has been assessed that the Group exercises overall control and have been consolidated into
the financial statements. 
 
The Group's maximum exposure to loss with regard to the interests presented above is the carrying amount of the Group's
investments. Once the Group has disposed of its shares or units in a fund, it ceases to be exposed to any risk from that
fund. The Group's holdings in the above unconsolidated structured entities are largely less than 50% and as such the size
of these structured entities are likely to be significantly higher than their carrying value. 
 
Details of commitments to subscribe to private equity funds and other unitised assets are included in note I7. 
 
H3. GROUP ENTITIES 
 
The table below sets out the Group's subsidiary undertakings (including collective investment schemes that have been
consolidated within the Group's financial statements), joint ventures, associates and significant holdings in undertakings
(including undertakings where holding amounts to 20% or more of the nominal value of the shares or units and they are not
classified as a subsidiary undertaking, joint venture or associate). 
 
                                                                        Country of incorporation  If                           Type of                 % of shares/  
                                                                        (if not UK)               unincorporated, address of   investment (including   units held    
                                                                                                  principal                    class of                              
                                                                                                  place of                     shares held)                          
                                                                                                  business                                                           
 Subsidiary undertakings:                                                                                                                                            
 National Provident Life Limited (Life assurance company)                                                                      Ordinary shares         100.00%       
 Phoenix Life Assurance Limited (Life assurance company)                                                                       Ordinary shares         100.00%       
 Phoenix Life Limited (Life assurance company)                                                                                 Ordinary shares         100.00%       
 Impala Holdings Limited (Holding company)                                                                                     Ordinary shares         100.00%       
 Mutual Securitisation plc (Finance company)                            Republic of Ireland                                    N/A                     N/A1          
 NP Life Holdings Limited (Holding company)                                                                                    Ordinary shares         100.00%       
 Opal Reassurance Limited (Reassurance company)2                        Bermuda                                                Ordinary shares         100.00%       
 PGH Capital Limited (Finance company)2                                 Republic of Ireland                                    Ordinary shares         100.00%       
 PGH (LCA) Limited (Finance company)2                                                                                          Ordinary shares         100.00%       
 PGH (LCB) Limited (Finance company)2                                                                                          Ordinary shares         100.00%       
 PGH (LC1) Limited (Finance company)                                                                                           Ordinary shares         100.00%       
 PGH (LC2) Limited (Finance company)                                                                                           Ordinary shares         100.00%       
 PGH (MC1) Limited (Finance company)                                                                                           Ordinary shares         100.00%       
 PGH (MC2) Limited (Finance company)                                                                                           Ordinary shares         100.00%       
 PGH (TC1) Limited (Holding company)2                                                                                          Ordinary shares         100.00%       
 PGH (TC2) Limited (Holding company)2                                                                                          Ordinary shares         100.00%       
 Pearl Group Holdings (No. 1) Limited (Finance company)                                                                        Ordinary shares         100.00%       
 Pearl Group Holdings (No. 2) Limited (Holding company)                                                                        Ordinary shares         100.00%       
 Pearl Life Holdings Limited (Holding company)                                                                                 Ordinary shares         100.00%       
 Pearl Group Services Limited (Management services company)                                                                    Ordinary shares         100.00%       
 Pearl Group Management Services Limited (Management services company)                                                         Ordinary shares         100.00%       
 Phoenix Life Holdings Limited (Holding company)                                                                               Ordinary shares         100.00%       
 PGMS (Ireland) Limited (Management services company)                   Republic of Ireland                                    Ordinary shares         100.00%       
 PA (GI) Limited (Non-trading company)                                                                                         Ordinary shares         100.00%       
 Phoenix Customer Care Limited (Financial services company)                                                                    Ordinary shares         100.00%       
 Britannic Finance Limited (Finance and insurance services company)                                                            Ordinary shares         100.00%       
 Britannic Money Investment Services Limited                                                                                   Ordinary shares         100.00%       
 (Investment advice company)                                                                                                                                         
 Phoenix Unit Trust Managers Limited (Unit trust manager)                                                                      Ordinary shares         100.00%       
 Pearl Customer Care Limited (Financial services company)                                                                      Ordinary shares         100.00%       
 Pearl Life Services Limited (Property landlord)                                                                               Ordinary shares         100.00%       
 Pearl (WP) Investments LLC (Investment company)                        US                                                     Ordinary shares         100.00%       
 Phoenix SCP Limited (Investment company)                                                                                      Ordinary shares         100.00%       
 Scottish Mutual Assurance Limited (Investment company)                                                                        Ordinary shares         100.00%       
 Impala Loan Company 1 Limited (Investment company)                                                                            Ordinary shares         100.00%       
 SMA (Jersey) Limited (Investment company)                              Jersey                                                 Ordinary shares         100.00%       
 ILC1 (Jersey) Limited (Investment company)                             Jersey                                                 Ordinary shares         100.00%       
 PGH1 (Jersey) Limited (Investment company)                             Jersey                                                 Ordinary shares         100.00%       
 IH (Jersey) Limited (Investment company)                               Jersey                                                 Ordinary shares         100.00%       
 Pearl Assurance Group Holdings Limited (Investment company)                                                                   Ordinary shares         100.00%       
 PGMS (Ireland) Holdings (Holding company)                              Republic of Ireland                                    Ordinary shares         100.00%       
 PGMS (Glasgow) Limited (Investment company)                                                                                   Ordinary shares         100.00%       
 Phoenix SCP Pensions Trustees Limited (Trustee company)                                                                       Ordinary shares         100.00%       
 Phoenix SCP Trustees Limited (Trustee company)                                                                                Ordinary shares         100.00%       
 PGS2 Limited (Investment company)                                                                                             Ordinary shares         100.00%       
 Century Group Limited (Investment company)                                                                                    Ordinary shares         100.00%       
 Pearl RLH Limited (Investment holding company)                                                                                Ordinary shares         100.00%       
 SPL (Holdings) Limited (Investment holding company)                                                                           Ordinary shares         100.00%       
 Alcobendas Entrust Limited (Investment company)                                                                               Ordinary shares         100.00%       
 Scottish Mutual Pension Funds Investment Limited (Trustee company)                                                            Ordinary shares         100.00%       
 Britannic Group Services Limited (Dormant company)                                                                            Ordinary shares         100.00%       
 Phoenix Pensions Trustee Services Limited (Dormant company)                                                                   Ordinary shares         100.00%       
 Pearl (Covent Garden) Limited (Dormant company)                                                                               Ordinary shares         100.00%       
 NPI (Westgate) Limited (Dormant company)                                                                                      Ordinary shares         100.00%       
 NPI (Printworks) Limited (Dormant company)                                                                                    Ordinary shares         100.00%       
 Pearl (Barwell 2) Limited (Dormant company)                                                                                   Ordinary shares         100.00%       
 Pearl (Chiswick House) Limited (Dormant company)                                                                              Ordinary shares         100.00%       
 Pearl (Printworks) Limited (Dormant company)                                                                                  Ordinary shares         100.00%       
 Pearl (Stockley Park) Limited (Dormant company)                                                                               Ordinary shares         100.00%       
 London Life Trustees Limited (Dormant company)                                                                                Ordinary shares         100.00%       
 Pearl Trustees Limited (Dormant company)                                                                                      Ordinary shares         100.00%       
 Pearl Group Secretariat Services Limited (Dormant company)                                                                    Ordinary shares         100.00%       
 Phoenix Life Pension Trust Limited (Dormant company)                                                                          Ordinary shares         100.00%       
 Century Trustee Services Limited (Dormant company)                                                                            Ordinary shares         100.00%       
 Pearl AL Limited (Dormant company)                                                                                            Ordinary shares         100.00%       
 Phoenix Pensions Limited (Dormant company)                                                                                    Ordinary shares         100.00%       
 Bradford Insurance Company Limited (Dormant company)                                                                          Ordinary shares         100.00%       
 Clearfol Investment Limited (Dormant company)                                                                                 Ordinary shares         100.00%       
 Pearl PLP Limited (Dormant company)                                                                                           Ordinary shares         100.00%       
 SL Liverpool PLC (Dormant company)                                                                                            Ordinary shares         100.00%       
 SPL (Holdings 1) Limited (Non-trading company)                                                                                Ordinary shares         100.00%       
 Zilmer Limited (Dormant company)                                                                                              Ordinary shares         100.00%       
 Alba Life Trustees Limited (Non-trading company)                                                                              Ordinary shares         100.00%       
 Scottish Mutual Customer Care Limited (Dormant company)                                                                       Ordinary shares         100.00%       
 BA (FURBS) Limited (Dormant company)                                                                                          Ordinary shares         100.00%       
 PG Dormant No. 1 Limited (Dormant company)                                                                                    Ordinary shares         100.00%       
 Phoenix Annuities Limited (Dormant company)                                                                                   Ordinary shares         100.00%       
 
 
                                                                                                            Country of incorporation  If                           Type of                   % of shares/  
                                                                                                            (if not UK)               unincorporated, address of   investment                units held    
                                                                                                                                      principal                    (including                              
                                                                                                                                      place of                     class of                                
                                                                                                                                      business                     shares held)                            
 Phoenix Pension Scheme (Trustees) Limited                                                                                                                         Ordinary shares           100.00%       
 Evergreen Trustee Limited (Dormant company)                                                                                                                       Ordinary shares           100.00%       
 Corunna Limited (Dormant company)                                                                                                                                 Ordinary shares           100.00%       
 Pearl ULA Limited (Dormant company)                                                                                                                               Ordinary shares           100.00%       
 Scottish Mutual Nominees Limited (Dormant company)                                                                                                                Ordinary shares           100.00%       
 National Provident Institution (Dormant company)                                                                                                                  Unlimited without shares  N/A           
 Phoenix & London Assurance Limited (Dormant company)                                                                                                              Ordinary shares           100.00%       
 Cityfournic (Dormant company)                                                                                                                                     Ordinary shares           100.00%       
 Phoenix Life Insurance Services Limited                                                                                                                           Ordinary shares           100.00%       
 Scottish Mutual International Holdings (Holding company)                                                   Republic of Ireland                                    Ordinary shares           100.00%       
 London Life Limited (Non-trading company)                                                                                                                         Ordinary shares           100.00%       
 Pearl RLG Limited (Dormant company)                                                                                                                               Ordinary shares           100.00%       
 The London Life Association Limited (Dormant company)                                                                                                             Limited by guarantee      N/A           
 Pearl BULA Limited (Dormant company)                                                                                                                              Ordinary shares           100.00%       
 The Scottish Mutual Assurance Society (Dormant company)                                                                                                           Limited by guarantee      N/A           
 The Phoenix Life SCP Institution (Dormant company)                                                                                                                Limited by guarantee      N/A           
 Alba LAS Pensions Management Limited (Dormant company)                                                                                                            Ordinary shares           100.00%       
 Axial Fundamental Strategies (US Investments) LLC (Non-trading company)                                    US                                                     Ordinary shares           100.00%       
 Bellevale Properties Limited (Holding company)                                                             Gibraltar                                              Ordinary shares           100.00%       
 Pearl Breakfast Unit Trust (Jersey Property Unit Trust)                                                    Jersey                                                 Units                     100.00%       
 Pearl (Martineau Phase 2) Limited (Dormant company)                                                                                                               Ordinary shares           100.00%       
 Pearl MG Birmingham Limited (Dormant company)                                                                                                                     Ordinary shares           100.00%       
 The Pearl Martineau Galleries Limited Partnership (Dormant)                                                                                                       Limited Partnership       100.00%       
 Pearl (Martineau Phase 1) Limited (Dormant company)                                                                                                               Ordinary shares           100.00%       
 Pearl MP Birmingham Limited (Dormant company)                                                                                                                     Ordinary shares           100.00%       
 The Pearl Martineau Limited Partnership (Dormant company)                                                                                                         Limited Partnership       100.00%       
 Pearl (Moor House 1) Limited (Dormant company)                                                                                                                    Ordinary shares           100.00%       
 Pearl (Moor House 2) Limited (Dormant company)                                                                                                                    Ordinary shares           100.00%       
 Pearl (Moor House) Limited (Dormant company)                                                                                                                      Ordinary shares           100.00%       
 UK Commercial Property Trust Limited                                                                       Guernsey                                               Ordinary shares           50.02%        
 (Property investment company)                                                                                                                                                                             
 UK Commercial Property Estates Holdings Limited (Property investment company)                              Guernsey                                               Ordinary shares           50.02%        
 UK Commercial Property Holdings Limited                                                                    Guernsey                                               Ordinary shares           50.02%        
 (Property investment company)                                                                                                                                                                             
 UK Commercial Property Estates Limited                                                                     Guernsey                                               Ordinary shares           50.02%        
 (Property investment company)                                                                                                                                                                             
 UK Commercial Property Nominee Limited                                                                     Guernsey                                               Ordinary shares           50.02%        
 (Property investment company)                                                                                                                                                                             
 UK Commercial Property GP Limited                                                                          Guernsey                                               Ordinary shares           50.02%        
 UKCPT Limited Partnership                                                                                  Guernsey                                               Limited Partnership       50.02%        
 CH Management Limited                                                                                                                                             Ordinary shares           100.00%       
 Castle Hill Enhanced Floating Rate Opportunities Limited                                                   Republic of Ireland                                    Floating rate notes       74.71%        
 Henderson Global Funds - Institutional Emerging Markets Fund                                                                         London 3                     OEIC, sub fund            89.55%        
 Henderson Multi-Manager Investment Fund - Henderson Diversified Growth UK Fund                                                       London 3                     OEIC, sub fund            82.15%        
 Henderson Institutional Credit Fund                                                                                                  London 3                     Authorised unit trust     99.93%        
 Henderson Global Funds - Henderson Institutional Overseas Bond Fund                                                                  London 3                     OEIC, sub fund            83.97%        
 Henderson Institutional UK Enhanced Equity Trust                                                                                     London 3                     Authorised unit trust     75.54%        
 Henderson Institutional Mainstream UK Equity Trust                                                                                   London 3                     Authorised unit trust     99.87%        
 Henderson Strategic Investment Funds - Henderson Institutional European Enhanced Equity Fund                                         London 3                     OEIC, sub fund            78.98%        
 Henderson Strategic Investment Funds - Henderson Institutional Japan Enhanced Equity Fund                                            London 3                     OEIC, sub fund            68.18%        
 Henderson Strategic Investment Funds - Henderson Institutional North American Enhanced Equity Fund                                   London 3                     OEIC, sub fund            85.75%        
 Henderson Strategic Investment Funds - Henderson Institutional Asia Pacific Ex Japan Enhanced Equity Fund                            London 3                     OEIC, sub fund            74.42%        
 Henderson Institutional UK Equity Tracker Trust                                                                                      London 3                     Authorised unit trust     99.95%        
 Henderson Short Duration Bond Fund                                                                                                   London 3                     Authorised unit trust     100.00%       
 PUTM Bothwell Floating Rate ABS Fund                                                                                                 Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Global Credit Fund                                                                                                     Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Fixed ABS Sterling Hedged Fund                                                                                         Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Asia Pacific (Excluding Japan) Fund                                                                                    Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Emerging Market Debt Unconstrained Fund                                                                                Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Emerging Markets Equity Fund                                                                                           Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell European Credit Fund                                                                                                   Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Europe Fund                                                                                                            Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Credit Financial Sterling Hedged Fund                                                                                  Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Global Bond Fund                                                                                                       Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Global Equity Fund                                                                                                     Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Index-Linked Sterling Hedged Fund                                                                                      Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Japan Tracker Fund                                                                                                     Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Long Gilt Sterling Hedged Fund                                                                                         Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell North America Fund                                                                                                     Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Credit Non Financial Sterling Hedged Fund                                                                              Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell UK Equity Smaller Companies Fund                                                                                       Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Sterling Government Bond Fund                                                                                          Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Euro Sovereign Fund                                                                                                    Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Sterling Credit Fund                                                                                                   Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell Tactical Asset Allocation Fund                                                                                         Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell UK Equity 350 Fund                                                                                                     Wythall 4                    Authorised unit trust     100.00%       
 PUTM Bothwell UK Equity Income Fund                                                                                                  Wythall 4                    Authorised unit trust     100.00%       
 PUTM UK All-Share Index Unit Trust                                                                                                   Wythall 4                    Authorised unit trust     99.97%        
 PUTM Cautious Unit Trust                                                                                                             Wythall 4                    Authorised unit trust     99.46%        
 
 
                                                                                 Country of incorporation  If                           Type of                % of shares/  
                                                                                 (if not UK)               unincorporated, address of   investment             units held    
                                                                                                           principal                    (including                           
                                                                                                           place of                     class of                             
                                                                                                           business                     shares held)                         
 PUTM European Unit Trust                                                                                  Wythall 4                    Authorised unit trust  99.51%        
 PUTM Far Eastern Unit Trust                                                                               Wythall 4                    Authorised unit trust  99.75%        
 PUTM International Growth Unit Trust                                                                      Wythall 4                    Authorised unit trust  99.87%        
 PUTM North American Unit Trust                                                                            Wythall 4                    Authorised unit trust  99.25%        
 PUTM Opportunity Unit Trust                                                                               Wythall 4                    Authorised unit trust  100.00%       
 PUTM UK Stock Market Fund (Series 3)                                                                      Wythall 4                    Authorised unit trust  99.76%        
 PUTM UK Stock Market Fund                                                                                 Wythall 4                    Authorised unit trust  100.00%       
 PUTM UK Equity Unit Trust                                                                                 Wythall 4                    Authorised unit trust  99.79%        
 PUTM Growth Unit Trust                                                                                    Wythall 4                    Authorised unit trust  100.00%       
 Ignis Liquidity Fund Plc - Euro Liquidity Fund                                                            Dublin 5                     OEIC, sub fund         100.00%       
 Ignis Liquidity Fund Plc - Sterling Liquidity Fund                                                        Dublin 5                     OEIC, sub fund         59.20%        
 Ignis Liquidity Fund Plc - Sterling Short Duration Cash Fund                                              Dublin 5                     OEIC, sub fund         81.37%        
 Ignis Strategic Solutions Funds Plc - Fundamental Strategies Fund                                         Dublin 5                     OEIC, sub fund         100.00%       
 Ignis Strategic Solutions Funds Plc - Systematic Strategies Fund                                          Dublin 5                     OEIC, sub fund         100.00%       
 Ignis Private Equity Fund LP                                                                              Cayman Islands 6             Limited Partnership    100.00%       
 Ignis Strategic Credit Fund LP                                                                            Cayman Islands 6             Limited Partnership    100.00%       
                                                                                                                                                                             
 Joint ventures:                                                                                                                                                             
 The Tesco Property Limited Partnership (property joint venture)                                                                        Limited Partnership    50.00%        
 Tesco Property Partner (GP) Limited (property joint venture)                                                                           Ordinary shares        50.00%        
                                                                                                                                                                             
 Associates:                                                                                                                                                                 
 Castle Hill Asset Management LLC                                                US                                                     Ordinary shares        40.00%        
                                                                                                                                                                             
 Significant holdings:                                                                                                                                                       
 Henderson Global Funds - World Select Fund                                                                London 3                     OEIC, sub fund         28.00%        
 Henderson Global Care Funds - Henderson Global Care Growth Fund                                           London 3                     OEIC, sub fund         22.78%        
 Henderson Global Care Funds - Henderson Institutional Global Care Managed Fund                            London 3                     OEIC, sub fund         68.00%        
 Henderson Institutional High Alpha UK Equity Fund                                                         London 3                     Authorised unit trust  37.99%        
 Henderson UK & Europe Funds - Henderson Institutional UK Gilt Fund                                        London 3                     OEIC, sub fund         70.56%        
 
 
1 The shares of this subsidiary undertaking are held by a trust. The Group has assessed that it exercises overall control
in respect of this subsidiary undertaking. 
 
2 These subsidiary undertakings are directly owned by Phoenix Group Holdings. 
 
3 201 Bishopsgate, London, EC2M 3AE. 
 
4 1 Wythall Green Way, Wythall, Birmingham, B47 6WG. 
 
5 25/28 North Wall Quay, Dublin 1, Ireland. 
 
6 Ugland House, Grand Cayman, Cayman Islands, KY1-1104. 
 
The following subsidiary undertakings were fully disposed of during the period and were deconsolidated from the date of
disposal: 
 
·  Scottish Mutual International Limited (life assurance company) (for further details see note I1.3); 
 
·  Castle Hill Credit Opportunities Holdings Limited (for further details see note I1.4); 
 
·  Castle Hill Fixed Income Opportunities Sarl; 
 
·  PUTM 

- More to follow, for following part double click  ID:nRSW9668Sq

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