Circular and Prospectus Publication

RNS Number : 6956L

Phoenix Group Holdings

04 October 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Publication and Posting of the Combined Circular and Prospectus

Further to the announcement made on 28 September 2016 regarding the proposed acquisition of Abbey Life Assurance Company Limited ("ALAC"), Abbey Life Trustee Services Limited and Abbey Life Trust Securities Limited (together "Abbey Life"), Phoenix Group Holdings ("Phoenix" or the "Company" and, together with its subsidiaries, the "Group"), is pleased to announce that the combined Class 1 Circular and Prospectus (the "Circular and Prospectus") relating to the acquisition of Abbey Life (the "Acquisition") and to the fully underwritten rights issue (the "Rights Issue") to raise gross proceeds of approximately £735 million to part finance the Acquisition, has been approved by the UK Listing Authority.

Copies of the Circular and Prospectus will be posted to Phoenix shareholders by no later than 5 October 2016. The Acquisition is subject to the approval of Phoenix shareholders, and accordingly, the Circular and Prospectus contains a notice convening a general meeting of the Company, which is to be held at 10.00 a.m. on 24 October 2016 at 1^st Floor, 32 Commercial Street, St. Helier, Jersey JE2 3RU, Channel Islands. Shareholders may appoint a proxy by completing the form of proxy enclosed with the Circular and Prospectus. Alternatively, proxy appointments may be completed electronically. The procedures and timings for the appointment of a proxy are set out in the notes to the notice of the general meeting at the back of the Circular and Prospectus.

As part of the Circular and Prospectus, Phoenix today also announced the expected timetable for the Rights Issue, with the key dates as follows: 

Expected timetable for the Rights Issue ^{(1) (2)}

Publication of the Circular and Prospectus, the notice of the general meeting, the form of proxy and letter of instruction	4 October 2016
Record date for entitlements under the Rights Issue	close of business on 20 October 2016
Latest time and date for receipt of forms of proxy	10.00 a.m. on 20 October 2016
General meeting	10.00 a.m. on 24 October 2016
Date of despatch of provisional allotment letters (to qualifying non-CREST shareholders only(3))	24 October 2016
Dealings in new shares, nil paid, commence on the London Stock Exchange	8.00 a.m. on 25 October 2016
Nil paid rights credited to stock accounts in CREST (qualifying depositary interest holders only)	As soon as practicable after 8.00 a.m. on 25 October 2016
Nil paid rights and fully paid rights enabled in CREST	As soon as practicable after 8.00 a.m. on 25October 2016
Shares marked ex-rights	25 October 2016
Recommended latest time for requesting withdrawal of nil paid rights or fully paid rights from CREST (i.e., if your nil paid rights or fully paid rights are in CREST and you wish to convert them into certificated form)	11.00 a.m. on 2 November 2016
Latest time and date for depositing renounced provisional allotment letters, nil paid or fully paid, into CREST or for dematerialising nil paid rights into a CREST stock account	11.00 a.m. on 3 November 2016
Latest time and date for splitting provisional allotment letters	11.00 a.m. on 4 November 2016
Latest time and date for acceptance and payment in full and registration of renounced provisional allotment letters	11.00 a.m. on 8 November 2016
Expected date of announcement of results of the Rights Issue	9 November 2016
New depositary interests credited to CREST stock accounts (uncertificated holders only(3)) and dealings in the new shares to commence on the London Stock Exchange fully paid	by no later than 9 November 2016
Despatch of definitive share certificates for new shares in certificated form (to qualifying Non-CREST shareholders only(3))	by no later than 15 November 2016

Notes:

(1) The times and dates set out in the expected timetable of principal events above and mentioned throughout the Circular and Prospectus, by announcement through a Regulatory Information Services, and in the provisional allotment letter may be adjusted by the Company, in which event details of the new dates will be notified to the Financial Conduct Authority (the "FCA") and to the London Stock Exchange and, where appropriate, to Shareholders.

(2) References to times in this announcement are to London time.

(3) Subject to certain restrictions relating to persons with registered addresses in, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom.

The Circular and Prospectus will be made available on Phoenix's website www.thephoenixgroup.com and will be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of the Circular and Prospectus will also be available for inspection during normal business hours on any Business Day, free of charge, at the Company's principal place of business at 1^st Floor, 32 Commercial Street, St. Helier, Jersey JE2 3RU, Channel Islands. 

Enquiries

Investors/Analysts:
Sam Perowne, Head of Investor Relations, Phoenix Group
[phone]

Media:
Neil Bennett, Tom Eckersley, Maitland
[phone]

Important Notices

This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a circular or a prospectus but an advertisement and investors should not acquire any nil paid rights, fully paid rights or new shares or depositary interests referred to in this announcement except on the basis of the information contained in the Circular and Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. A copy of the Circular and Prospectus will be available on the Company's website and from the Company's principal place of business at 1st Floor, 32 Commercial Street, St. Helier, Jersey JE2 3RU, Channel Islands, provided that the Circular and Prospectus will not, subject to certain exceptions, be available to certain shareholders in certain restricted or excluded territories. The Circular and Prospectus will give further details of the Acquisition and the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in, and should not be distributed, forwarded to or transmitted in or into, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.

The nil paid rights, the fully paid rights, the new shares and depositary interests and the provisional allotment letters in connection with the Rights Issue have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities in the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Circular and Prospectus and the provisional allotment letters should not, subject to certain exceptions, be distributed, forwarded to or transmitted in or into the United States, Australia, Canada, Japan, South Africa or any other restricted or excluded territories or any jurisdiction where to do so would be unlawful.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Acquisition or the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

HSBC Bank plc ("HSBC"), Morgan Stanley & Co. International plc ("Morgan Stanley") and J.P. Morgan Securities plc (which conducts its UK investment banking business as "J.P. Morgan Cazenove"), each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, Commerzbank Aktiengesellschaft, London Branch ("Commerzbank"), which is authorised under German Banking Law by BaFin (the Federal Financial Supervisory Authority) and is authorised and subject to limited regulation by the  PRA and the FCA in the United Kingdom, and Natixis, which is regulated in France by ACPR and the AMF and supervised by the European Central Bank (together, the "Underwriters"), are each acting for the Company and for no one else in connection with the Acquisition and the Rights Issue, and will not regard any other person as a client in relation to the Acquisition and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Acquisition, the Rights Issue or any other matter, transaction or arrangement referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA or the regulatory regime established thereunder, none of the Underwriters nor any of their respective affiliates accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Underwriters and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Underwriters and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, when published, the Circular and Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, HSBC, Morgan Stanley, J.P. Morgan Cazenove, Commerzbank or Natixis. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

Each of the Underwriters and/or their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the nil paid rights, the fully paid rights, the new shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Underwriters and their respective affiliates do not propose to make any public disclosure in relation to such transactions.

 

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