Offer Period Extension

RNS Number : 5631V

Phoenix Group Holdings

16 January 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT LAWS OF THAT JURISDICTION

16 January 2012

Phoenix Group Holdings announces continuing discussions with CVC

Phoenix Group Holdings, the UK's largest specialist closed life fund consolidator, announces that it is still in discussions with CVC Capital Partners ("CVC") regarding a potential offer for the Company.

This announcement is not an announcement of a firm intention by CVC to make an offer and there can be no certainty that these discussions will lead to an offer being made, nor as to the terms on which any offer will be made.

Phoenix will provide a further update as and when appropriate, but no later than 28 days from the date of this announcement.

Enquiries

Media                                                                                                   Investors

Daniel Godfrey                                                                                   Lorraine Rees

Director of Corporate Communications                                   Head of Investor Relations

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

+ 44 (0) 7894 937 890                                                                       + 44 (0) 7872 413 277

PR Advisers - Maitland

Neil Bennett                      [phone]

Tom Buchanan                  [phone]

Tom Eckersley                   [phone]

Notes

1.      The Phoenix Group is the UK's largest specialist consolidator of closed life funds with over six million customers and over £68 billion of assets under management in its wholly owned asset management business, Ignis Asset Management.

The City Code on Takeovers and Mergers

2.      By virtue of its status as a Cayman Islands incorporated company, the City Code on Takeovers and Mergers (the City Code) does not apply to Phoenix Group Holdings.  Phoenix Group Holdings has incorporated certain provisions into its articles of association (Articles) to reflect certain provisions of the City Code.  The provisions do not, however, provide shareholders with the full protections offered by the City Code.  Shareholders are reminded that the Panel on Takeovers and Mergers (the Panel) does not have responsibility, in relation to Phoenix Group Holdings, for ensuring compliance with the City Code and is not able to answer shareholders' queries.

3.      In particular, public disclosures consistent with the provisions of Rule 8.3 of the City Code (as if it applied to the Company) should not be e-mailed to the Panel, but, as described below, released directly through a Regulatory Information Service.

Dealing Disclosures

4.      Shareholders of Phoenix Group Holdings and others dealing in ordinary shares 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 dealings as if the City Code applied and as if Phoenix Group Holdings were in an offer period under the City Code.

5.      Phoenix Group Holdings' website contains 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).

6.      In light of the foregoing, under the provisions of Rule 8.3 of the City Code, if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Phoenix Group Holdings, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction.  In a situation where the Code applies, this requirement would continue until the date on which any offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Phoenix Group Holdings, they would be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

7.      In accordance with the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Phoenix Group Holdings by Phoenix Group Holdings or by any of its "associates", would be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.  "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities.  In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

8.      Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8 of the City Code, you should contact an independent financial adviser authorised by the FSA under FSMA.

 

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