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Pearl Grp Hld (No.1) (36RW)

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Friday 22 October, 2010

Pearl Grp Hld (No.1)

Issue of equity to satisfy AC

RNS Number : 8290U
Pearl Group Holdings (No.1) Ltd
22 October 2010
 



This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful

Pearl Group Holdings (No.1) Limited ("PGH1") announces its intention to satisfy the deferred coupon payment in respect of the £500,000,000 - 6.5864 per cent. fixed/floating rate perpetual reset capital notes (the "Notes")

Common Code: 023524520                             ISIN: XS0235245205

On 22 April 2010, pursuant to a resolution of the Noteholders, a restructuring of the Notes took place including certain amendments to the terms and conditions of the Notes (the "Conditions").  These amendments included an undertaking by PGH1 and Phoenix Group Holdings ("Phoenix Group") that the operation of the alternative coupon satisfaction mechanism ("ACSM") in respect of the 2009 deferred coupon payment on the Notes (the "2009 Deferred Coupon") will be concluded by PGH1 and Phoenix Group no later than 31 December 2010.

In this context, with a view to satisfying this obligation, Phoenix Group is today announcing that it intends to issue new ordinary shares to the trustee of the Notes which will then be placed through an accelerated bookbuild by Deutsche Bank and J.P. Morgan Cazenove in order to raise approximately £33 million to satisfy the 2009 Deferred Coupon in accordance with the ACSM requirements.  It is intended that notification of the payment date of the 2009 Deferred Coupon will be given by PGH1 in accordance with the Conditions.

Enquiries:

Investors: 

Lorraine Rees, Head of Investor Relations, Phoenix Group 

+44 (0) 20 7489 4456 (DD)

+44 (0) 787 2413 277 (Mob)

 

Damian O'Reilly, Investor Relations Manager, Phoenix Group

+44 (0) 20 7489 4875 (DD)

+44 (0) 772 5735 714 (Mob)  

 

Media: 

Daniel Godfrey, Director of Corporate Communications, Phoenix Group 

+ 44 (0) 7894 937 890 (Mob)   

 

Deutsche Bank

James Agnew               020 7545 8000

Andrew Smith               020 7545 8000

 

J.P. Morgan Cazenove

Conor Hillery                 020 7325 1000

Jonathan Wilcox           020 7325 1000 

Notes to editors

Important Information

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities. Past performance is no guide to future performance and any investment decision to buy securities of PGH1 and/or Phoenix Group must be made solely on the basis of publicly available information. Persons needing advice should consult an independent financial adviser.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any jurisdiction in which the same would be unlawful. This announcement is for information only and does not contain or constitute an offer of, or the solicitation of an offer to buy, securities in Australia, Canada, Japan, South Africa or the United States or any jurisdiction in which the same would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. Phoenix Group and/or PGH1 has not been and will not be registered under the US 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 referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and may not be held by persons whose holding of such securities might require registration of Phoenix Group and/or PGH1 as an investment company under the Investment Company Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or 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, as applicable. No public offer of Phoenix Group's or PGH1's securities is being or will be made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. No action has been taken by Phoenix Group, PGH1, Deutsche Bank AG, London Branch ("Deutsche Bank") or J.P. Morgan Securities Ltd. (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") that would permit an offering of the securities referred to herein or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Phoenix Group, PGH1, Deutsche Bank and J.P. Morgan Cazenove to inform themselves about, and to observe, any such restrictions.

This announcement is the sole responsibility of PGH1. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Deutsche Bank or J.P. Morgan Cazenove or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is hereby expressly disclaimed.

Deutsche Bank is acting for Phoenix Group in connection with the accelerated bookbuild and no one else and will not be responsible to anyone other than Phoenix Group for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the accelerated bookbuild.

J.P. Morgan Cazenove, which is authorised and regulated by the FSA, is acting for Phoenix Group in connection with the accelerated bookbuild and no one else and will not be responsible to anyone other than Phoenix Group for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the accelerated bookbuild.

 

 

 

 


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