Admission of Warrants to LSE

RNS Number : 0842N

Phoenix Group Holdings

04 June 2010

 



Not for release, in whole or in part, into the United States, Australia, Canada, Japan, or South Africa

Phoenix Group Holdings

Seeking Admission of Warrants to London Stock Exchange

Phoenix Group Holdings ("the Company") announces that it expects to issue a Prospectus today in connection with admitting its 8,169,868 Public Warrants over Ordinary Shares, which the Company currently has listed on Euronext Amsterdam, to the London Stock Exchange and obtaining a Premium Listing for its Ordinary Shares.  In connection with seeking such admission, the Company has amended the terms of the Ordinary Warrants to allow for the additional listing on the London Stock Exchange.

In connection with obtaining the Premium Listing the Company has made proposals to the holders of the Contingent Rights pursuant to which, and providing the Contingent Right holders' agreement and necessary Shareholder and lending bank approvals are obtained, upon Premium Listing the Company will issue to each holder of Contingent Rights nine Ordinary Shares for every ten Contingent Rights, resulting in the issue of 32,400,000 new Ordinary Shares in aggregate.  The Contingent Right holders will also have the right to receive in aggregate 3,600,000 new Ordinary Shares in the event of a change of control of the company within three years of the Premium Listing.  Further, as part of the agreement, all lock-up arrangements over the Contingent Right holders' existing shareholdings will be released.

Expected timetable

Today              Prospectus and Shareholder Circulars published

23 June            Annual General Meeting and Meeting of Class B Shareholders

5 July               Premium Listing becomes effective

27 August        Interim results

Analyst and investor call

A conference call for analysts and investors will take place at 2.30pm (BST) today. This will also be audiocast via the Company's website www.thephoenixgroup.com.

The dial in number is [phone] - Password "Phoenix".  A replay and transcript will be made available on the Company's website.

¹This conference call may only be attended by persons in the EEA who are qualified investors under the Prospectus Directive and who, in the UK, have professional experience in matters relating to investments under article 19 of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 or high net worth companies under art 49 of that order and any investment activity to which this call relates is available only to such persons and will only be engaged in with such persons and persons who do not have professional experience in matters relating to investments or who are not high net worth companies should not rely or act on the contents of this call. In addition, this conference call may only be attended by persons in the United States who are both qualified institutional buyers (as defined in Rule 144A of the U.S. Securities Act of 1933, as amended) and qualified purchasers (as defined in section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended).

Enquiries

Investor Relations                                                     Media

Lorraine Rees                                                              Daniel Godfrey

+ 44 (0) 20 7489 4456                                                 + 44 (0) 20 7489 4517

+ 44 (0) 7872 413277                                                  + 44 (0) 7894 937 890

Fiona Clutterbuck                                                        Shellie Wells

+ 44 (0) 20 7489 4881                                                 + 44 (0) 20 7489 4461

Corporate Brokers and Sponsors to the Premium Listing

James Agnew, Deutsche Bank

[phone]

Andrew Smith, Deutsche Bank

[phone]

Tim Wise, JP Morgan Cazenove

[phone]

Conor Hillery, JP Morgan Cazenove

[phone]  

Notes for Editors

1.   Phoenix Group Holdings is the UK's largest consolidator of closed life funds with approximately 6.5 million policyholders and £69 billion of assets under management as at 31 March 2010.

2.   The Company's operating businesses delivered £716 million of cash inflows to the UK holding company and reported pro forma IFRS operating profits of £457 million in the year ended 31 December 2009.  The MCEV at 31 December 2009 was £1,827 million and the IGD surplus was estimated at £1.3 billion as at 31 March 2010.

3.   Proposed resultant capital structure:      

Providing the necessary shareholder approvals are obtained, the Company will have 164,862,855 Ordinary Shares in issue.

In addition, the Company will have the following instruments outstanding:

·    8,169,868 Public Warrants over Ordinary Shares;

·    17,360,000 non-public Warrants over Ordinary Shares (formerly Class B Share warrants);

·    3,600,000 Contingent Rights over Ordinary Shares (only issuable in the event of a change of control within three years); and

·    2,823,000 Ordinary Shares authorized for issue under employee incentive plans.

4.   Shareholder meetings

In addition to the proposals regarding the Contingent Rights and Class B Shares and in order to achieve the Premium Listing, the Company will propose certain resolutions to the AGM, including amendments to the Company's Memorandum and Articles of Association.

The Company is proposing to adopt a new Memorandum and Articles of Association (the "New Articles") in order to ensure that its governance structure and the rights of shareholders are more consistent with UK listed public companies.  In connection with these New Articles, the Company will also be seeking approval from Shareholders for certain corporate actions in keeping with the current AGM practice of UK listed companies.

As the New Articles, if adopted at the AGM, will amend the rights of the Class B Shares, it is necessary under the Company's existing Articles of Association to convene a meeting of the Class B Shareholders to consider approving a resolution for the adoption of the New Articles.

5.   Depositary Interests:

The Company will, prior to admission, enter into depositary arrangements to enable investors to settle and pay for interests in the Ordinary Shares through the CREST system.  Securities issued by non-UK incorporated companies, such as the Company, cannot themselves be held electronically or transferred in the CREST system.

Under the depositary arrangements, a depositary will hold, through a custodian, the Ordinary Shares and issue dematerialised depositary interests ("DIs") representing the underlying Ordinary Shares which will be held on trust for the holders of the DIs.

Each DI will be treated as one Ordinary Share for the purposes of determining the rights attaching to that DI, for example, eligibility for any dividends.  The DIs will have the same security code (ISIN number) as the underlying Ordinary Shares and will not require a separate listing on the Official List.  The DIs will enable trading and settlement of the Company's Ordinary Shares through CREST.

The Euronext Depositary Interests and the London Stock Exchange Depositary Interests are fully fungible.

6.   The Company intends to apply for the new Ordinary Shares and its Ordinary Warrants to be admitted to the Official List and to trading on the London Stock Exchange.  The Company further intends to apply for the new Ordinary Shares to be admitted to listing and trading on Euronext Amsterdam (together, "Admission").  Admission is expected to become effective at the same time as the Premium Listing. The Ordinary Warrants will also be held through CREST in the form of DIs, as described above in relation to the Ordinary Shares.

7.   Full details of the listing and all the proposals that will be put to Shareholders at the AGM and the Class B Shareholders meeting will be available on the Company's website (www.thephoenixgroup.com).

8.   Group Finance Director, Simon Smith, will not seek re-election to the Board at the Company's AGM on 23 June 2010.  Group Finance Director-Designate, Jonathan Yates will seek election to the Board in his place.

Appendix 1 - Capital structure

As at the date of this announcement, there are the following classes of Shares, Warrants or Contingent Rights over shares in the Company:

•          Ordinary Shares                                                   •              Warrants over Ordinary Shares

•          Class B Shares                                                       •              Class B warrants

•          Contingent Rights over Ordinary Shares.

Subject to the entry by all parties thereto into agreements amending the terms of the existing agreements relating to the Contingent Rights (the "Amended Contingent Rights Agreements"), certain resolutions being passed at the AGM and at a meeting of Class B Shareholders and the adoption of new articles of association:

 •         All Class B Shares will be re-designated into Ordinary Shares;

 •         Class B Warrants will, following Admission, be warrants over Ordinary Shares; and

 •         Contingent Rights over Ordinary Shares shall be satisfied by the allotment and issue of Ordinary Shares to the holders of such Contingent Rights, together with certain residual rights left outstanding.

The following table sets out information on the Company's classes of Shares, Warrants and Contingent Rights over Shares as at the date of this announcement and immediately following Admission:

	As at the date of this announcement	Immediately following Admission(3)
Shares in issue
Ordinary Shares..............................................................................................	80,430,732	164,862,855
Class B Shares.................................................................................................	52,032,123	-
	132,462,855	164,862,855
Ordinary Share Warrants
Ordinary Warrants.........................................................................................	8,169,868	8,169,868
Class B Warrants
Lenders Warrants(1).........................................................................................	5,000,000	5,000,000
Royal London Warrants(1)..............................................................................	12,360,000	12,360,000
	17,360,000	17,360,000
Contingent Rights over Shares(2)
Sun Capital/TDR Capital/Selling Shareholders (Contingent Rights).....	26,500,000	2,650,000
Lenders (Contingent Rights)..........................................................................	8,500,000	850,000
Contingent Subscription Agreement (Contingent Rights)........................	1,000,000	100,000
	36,000,000	3,600,000
Shares authorised for issue under employee incentive plans................	2,823,000	2,823,000
Total Warrants and Contingent Rights over Shares and Shares authorised for issue under employee incentive plans outstanding......	64,352,868	31,952,868

(1)    Prior to the Premium Listing the Lender Warrants and Royal London Warrants are Class B Warrants and following the Premium Listing they will become Warrants in respect of Ordinary Shares.

(2)    Immediately following Admission, the outstanding Contingent Rights will be subject to the rights described in the Amended Contingent Rights Agreements.

(3)    Subject to the Amended Contingent Rights Agreements being entered into by all parties thereto, certain resolutions being passed at the AGM and at a meeting of Class B shareholders and the adoption of new articles of association.

Appendix 2 - Definitions

Class B Sharesmeans the Class B ordinary shares of €0.0001 each in the Company.

Class B Warrants means warrants in respect of Class B Shares.

Contingent Rights means, prior to the Premium Listing, the right, under the Contingent Consideration Agreement, the Contingent Fee Agreement or the Contingent Subscription Agreement, to receive Ordinary Shares (subject to certain adjustments) on satisfaction of specified criteria and, upon the Premium Listing, the right, under the Amended Contingent Rights Agreements, to receive Ordinary Shares (subject to certain adjustments) on satisfaction of specified criteria.

Listing Rulesmeans the Listing Rules of the Financial Services Authority.

MCEV means Market Consistent Embedded Value.

Ordinary Sharesmeans ordinary shares of €0.0001 each in the Company.

Ordinary Warrants means warrants in respect of Ordinary Shares.

Premium Listingmeans the transfer of the Ordinary Shares to a premium listing on the London Stock Exchange under Chapter 6 of the Listing Rules.

Prospectus means the document published by the Company in relation to the Premium Listing and the Admission.  The Prospectus will be published on the Company's website (www.thephoenixgroup.com).

Disclaimer

This document is an advertisement and not a prospectus or prospectus equivalent document and investors or potential investors should not subscribe for or otherwise acquire any securities referred to in this document except on the basis of the information in the prospectus to be made generally available by the Company in the  course of today in connection with the admission of the securities of the Company to primary listing on the Official List of the Financial Services Authority, to trading on London Stock Exchange plc's main market for listed securities and to trading on Euronext Amsterdam by NYSE Euronext.  Copies of the prospectus will be available on the Company's website (www.thephoenixgroup.com).  This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, and is not an invitation to purchase, sell or otherwise engage in investment activity in relation to securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such distribution or offer is unlawful. The securities referred to herein have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the United States, and the securities if and when issued, will not qualify for distribution under any of the relevant securities laws of Australia, Canada, Japan or South Africa. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), in reliance on section 3(c)(7) thereof, and investors will not be entitled to the benefits of the Investment Company Act. The securities of the Company may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and may not be held by persons whose holding of securities might require registration of the Company as an investment company under the Investment Company Act.  Subject to certain exceptions, the securities of the Company may not, directly or indirectly, be offered or sold within Australia, Canada, Japan or South Africa or to or for the account or benefit of any national resident and citizen of Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian, Japanese or South African securities laws. No public offer of securities in the Company is being or will be made in the United States, Australia, Canada, Japan or South Africa or elsewhere.  Certain information, statements, beliefs and opinions in this document are forward looking, which reflect the Company's or, as appropriate, the Company's directors' current expectations and projections about future events. By their nature, forward looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The Company does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward looking statements, which speak only as of the date of this document. No statements made herein regarding targets or expectations of future profits, cash flows or dividend cover are profit forecasts, and no statements made herein should be interpreted to mean that the Company's profits, cash flows or earnings per share for any future period will necessarily match or exceed the historical published profits or earnings per share of the Company or any other level.

 

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