Indicative Result of Tender Offer

Phoenix Group Holdings PLC

05 December 2023

 

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

5 December 2023

Phoenix Group Holdings plc announces Indicative Results of Offers

Phoenix Group Holdings plc (the "Company") announces today the indicative results of its invitations made to eligible holders (the "Noteholders") of its outstanding £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the "Notes"), as described in the tender offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each such invitation an "Offer" and together the "Offers").

Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

The Expiration Deadline for the Offers was 16:00 (London time) on 4 December 2023. Settlement is expected to take place on 7 December 2023.

The Company hereby announces, on a non-binding and indicative basis only, that it will accept for purchase in accordance with the terms and subject to the conditions (including the satisfaction or waiver of the Financing Condition) set out in the Tender Offer Memorandum, validly tendered Notes for purchase pursuant to the Offers, in an aggregate principal amount of approximately £350,000,000 (equivalent). The Company further announces, on a non-binding and indicative basis only, the aggregate principal amount of each Series accepted for purchase (each a "Series Acceptance Amount") is expected to be as set out in the table below.

Description	ISIN/Common Code	Outstanding Principal Amount	Indicative Series Acceptance Amount	Indicative Scaling Factor (Priority Tendered Notes)*	Indicative Scaling Factor (Non-Priority Tendered Notes)*
£428,113,000 6.625 per cent. Subordinated Notes due 2025	XS1171593293/ 117159329	£428,113,000	£230,949,000	None applied	67.7999%
U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031	XS2182954797/ 218295479	U.S.$500,000,000	U.S.$150,000,000	None applied	43.7367%

*In line with the approach specified in the Tender Offer Memorandum, where Tender and Priority Acceptance Instructions related to a greater principal amount of Notes (on an aggregate basis taking into account tenders for such Noteholder of both the Sterling Notes and the U.S.$ Notes) than the principal amount of New Notes (converted in whole or in part into U.S.$ at the U.S.$ FX Rate and rounded down to the nearest U.S.$1,000, if applicable) it subscribed for and was allocated, the Company has, in its sole discretion, deemed the relevant Tender and Priority Acceptance Instruction or Tender and Priority Acceptance Instructions to be (A) Tender and Priority Acceptance Instruction(s) for only the principal amount of Notes in respect of which the relevant Noteholder has obtained Priority Acceptance and (B) Tender Only Instruction(s) for the additional Notes the relevant Noteholder wishes to tender for purchase in excess of such Priority Acceptance Amount, applying such approach to a Noteholder(s) Tender Instructions in a manner that is determined in the Company's sole discretion.

Pricing for the Offer for the Sterling Notes will take place at or around 11.00 a.m. (London time) today (the "Pricing Time").

The Company will announce the final results of the Offers as soon as reasonably practicable after the Pricing Time. Such announcement will specify whether the Company will accept (subject to satisfaction or waiver of the Financing Condition) valid tenders of Notes for purchase pursuant to either or both the Offers and, if so accepted, (i) the Benchmark Security Rate, the Purchase Yield and the Purchase Price for the Sterling Notes accepted for purchase (if applicable), (ii) the Series Acceptance Amount in respect of each Series; and (iii) details of any pro rata scaling in respect of each Series.

Subject to the satisfaction (or wavier) of the Financing Condition, the Settlement Date for the Offers which is expected to be 7 December 2023.

Any requests for information in relation to the Offers should be directed to the Dealer Managers or the Tender Agent whose contact details are: Banco Bilbao Vizcaya Argentaria, S.A. at 44th Floor, One Canada Square, London E14 5AA, United Kingdom, Attention: Liability Management, or by telephone at [phone] and [phone] or email [e-mail]; HSBC Bank plc at 8 Canada Square, London E14 5HQ, United Kingdom, Attention: Liability Management, DCM, or by telephone at [phone] or email [e-mail]; J.P. Morgan Securities plc at 25 Bank Street, Canary Wharf, London E14 5JP, United Kingdom, Attention: EMEA Liability Management Group, or by telephone at [phone] or email [e-mail]; Merrill Lynch International at 2 King Edward Street, London EC1A 1HQ, United Kingdom, Attention: Liability Management Group, or by telephone at [phone] or email [e-mail]; NatWest Markets Plc at 250 Bishopsgate, London EC2M 4AA, United Kingdom, Attention: Liability Management, or by telephone at [phone] or email [e-mail]; and Kroll Issuer Services Limited at The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom, Attention: Jacek Kusion, or by telephone at [phone] or email [e-mail].

REGULATORY INFORMATION AND DISCLAIMER

This announcement contains information that qualified or may have qualified as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA").

The person responsible for arranging release of this announcement on behalf of the Company is Kulbinder Dosanjh, Group Company Secretary. The Legal Entity Identifier of the Offeror is: 2138001P49OLAEU33T68.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and any other advice, including in respect of any financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

END