Form 8.5 (EPT/RI) - Phoenix Group Holdings Plc

Form 8.5 (EPT/RI) - Phoenix Group Holdings Plc

J.P. Morgan Securities Ltd.

PHOENIX GROUP HOLDINGS

DISCLOSURE FORM (EPT/RI)

PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY

1. KEY INFORMATION

(a) Name of exempt principal trader:	Â	J.P. Morgan Securities Ltd.
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Â	Phoenix Group Holdings Plc
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	Phoenix Group Holdings Plc
(d) Date dealing undertaken:	Â	02 February 2012
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	Â	No

2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant security	Â	Purchases/ sales	Â	Total number of securities	Â	Highest price per unit paid/received	Â	Lowest price per unit paid/received
Ordinary Shares	Â	Purchase   Sale	Â	9,169   9,169	Â	5.8400 GBP   5.8400 GBP	Â	5.8400 GBP   5.8400 GBP

(b) Derivatives transactions (other than options)

Class of relevant security

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Product description e.g. CFD

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Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position

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Number of reference securities

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Price per unit

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security

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Product description e.g. call option

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Writing, purchasing, selling, varying etc.

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Number of securities to which option relates

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Exercise price per unit

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Type e.g. American, European etc.

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Expiry date

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Option money paid/ received per unit

(ii) Exercising

Class of relevant security

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Product description e.g. call option

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Number of securities

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Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

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Nature of dealing e.g. subscription, conversion

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Details

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Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

3. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state “none”

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

Date of disclosure:	Â	03 February 2012
Contact name:	Â	Andrew Mhango
Telephone number:	Â	0207 134 6114

Dealing Disclosures

Persons dealing in relevant securities of Phoenix Group Holdings are not obliged to disclose any of their dealings under the provisions of the City Code.

However, market participants are requested to make disclosures of such dealings of relevant securities of Phoenix Group Holdings as if it were in an offer period under the City Code. For these purposes, the ‘relevant securities’ of the Company include its ordinary shares and warrants.

Public disclosures regarding dealings in securities of the Company should not be e-mailed to the Panel but released directly through a Regulatory Information Service.

Phoenix Group Holdings’ website (at www.thephoenixgroup.com/investor-relations/corporateactivity) contains further details and the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the FSA under the Financial Services and Markets Act 2000 (FSMA)..