TIDMPHNX
RNS Number : 7456U
Phoenix Group Holdings PLC
27 November 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 AMED (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.
SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.
For Immediate Release
Phoenix Group Holdings plc
27 November 2023
Phoenix Group Holdings plc announces Tender Offers and New
Issue
Phoenix Group Holdings plc (the "Company") announces that it is
inviting eligible holders (the "Noteholders") of its GBP428,113,000
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") to tender their
Notes for purchase by the Company for cash up to a maximum
aggregate principal amount to be determined as set out below and as
more fully described in the tender offer memorandum dated 27
November 2023 (the "Tender Offer Memorandum") (each an "Offer" and
together the "Offers"). The Company also announces its intention to
issue new sterling-denominated fixed rate reset tier 2 notes (the
"New Notes").
The purpose of the Offers and the planned issuance of New Notes
is, amongst other things, to proactively manage the Company's
expected redemption profile. The Offers provide a liquidity event
and (subject to the issue of the New Notes) concurrent reinvestment
opportunity for Noteholders.
First
Description ISIN/ Optional Outstanding Maximum
of the Common Maturity Redemption Principal Benchmark Fixed Purchase Purchase Acceptance
Notes Code Date Date Amount Security Spread Yield Price Amount*
GBP428,113,000 XS1171593293/117159329 18 Not GBP428,113,000 3.5 per +115 Annualised To be Subject
6.625 per December Applicable cent. UK basis sum of determined as set
cent. 2025 Government points the as set out in
Subordinated Gilt due mid-market out in the Tender
Notes due 22 October yield the Tender Offer
2025 2025 (ISIN: of the Offer Memorandum,
GB00BPCJD880) Benchmark Memorandum an
Security aggregate
and the principal
Fixed amount
Spread of Notes
to be expected
calculated to be equal
at Pricing to the
Time aggregate
principal
amount
of the
New Notes
----------------------- ---------- ----------- --------------- --------------- ----------- ----------- ----------- ------------
U.S.$500,000,0 XS2182954797/218295479 4 4 June U.S.$500,000,0 Not Applicable Not Not 94.75
00 September 2026 00 Applicable Applicable per cent.
Fixed Rate 2031
Reset Tier
2 Notes
due 2031
----------------------- ---------- ----------- --------------- --------------- ----------- ----------- ----------- ------------
* For the purposes of the Offers, the principal amount of the
U.S.$ Notes accepted for purchase pursuant to the relevant Offer
(if any) will be converted into pounds sterling at the U.S.$ FX
Rate (as defined in the Tender Offer Memorandum).
The Offers are made on the terms and subject to the conditions
contained in the Tender Offer Memorandum (as may be amended from
time to time) prepared by the Company in connection with the
Offers, and is subject to the offer and distribution restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Capitalised terms used but not otherwise defined in
this announcement shall have the meanings given to them in the
Tender Offer Memorandum.
Purchase Price and Accrued Interest Payment
In respect of Notes of each Series validly tendered and accepted
for purchase by the Company pursuant to the relevant Offer, the
Company will pay for such Notes, on the Settlement Date:
(i) the relevant cash purchase price (in respect of each Series,
the "Purchase Price") expressed as a percentage of the principal
amount thereof:
(a) in the case of the Sterling Notes accepted for purchase by
the Company pursuant to the relevant Offer, to be determined at the
Pricing Time by reference to the annualised sum (the "Purchase
Yield") of the Fixed Spread and the Benchmark Security Rate;
and
(b) in the case of the U.S.$ Notes accepted for purchase by the
Company pursuant to the relevant Offer, equal to 94.75 per cent. of
the principal amount of the relevant U.S.$ Notes; and
(ii) the relevant Accrued Interest Payment,
as further described in the Tender Offer Memorandum.
The final determination of the Purchase Price in respect of the
Sterling Notes will be made in accordance with standard market
convention (rounded to the nearest 0.001 per cent., with 0.0005 per
cent. rounded upwards), at or around 11:00 (London time) on the
Business Day following the Expiration Deadline (the " Pricing Time
"), such day expected to be 5 December 2023, and is intended to
reflect a yield to maturity of the relevant Sterling Notes on the
Settlement Date equal to the Purchase Yield. Specifically, the
Purchase Price for the Sterling Notes will equal (a) the value of
all remaining payments of principal and interest on the relevant
Sterling Notes up to and including the maturity date for the
relevant Sterling Notes, discounted to the Settlement Date at a
discount rate equal to the Purchase Yield, minus (b) the relevant
Accrued Interest. The determination of the Purchase Price in
respect of the Sterling Notes will, in the absence of manifest
error, be final and binding on all parties.
Maximum Acceptance Amount
If the Company decides, in its sole and absolute discretion, to
accept for purchase any validly tendered Notes pursuant to the
Offers, it will accept for purchase one or more Series up to a
maximum aggregate principal amount expected to be equal to the
aggregate principal amount of the New Notes (as the same may be
significantly increased or significantly decreased, the "Maximum
Acceptance Amount") on the terms and subject to the satisfaction or
waiver of the Financing Condition and the other conditions
contained in the Tender Offer Memorandum. For the purposes of the
Offers, the principal amount of the U.S.$ Notes accepted for
purchase pursuant to the relevant Offer (if any) will be converted
into pounds sterling at the U.S.$ FX Rate (being
GBP1=U.S.$1.26000). The Company expects to announce the Maximum
Acceptance Amount as soon as practicable following the pricing of
the New Notes. The Company reserves the right, in its sole and
absolute discretion, to significantly increase or significantly
decrease, or to waive, the Maximum Acceptance Amount or to accept
significantly more or less Notes than the Maximum Acceptance Amount
for any reason as set out in the Tender Offer Memorandum.
Financing Condition
The Company intends to issue the New Notes, subject to market
conditions. Whether or not the Company accepts for purchase any
Notes validly tendered in the Offers and completes the Offers is
subject, without limitation, to the successful issue (in the sole
determination of the Company) of the New Notes (the " Financing
Condition "). The Company reserves the right at any time to waive
any or all of the conditions of the Offers (including the Financing
Condition) as set out in the Tender Offer Memorandum.
Even if the Financing Condition is satisfied (or waived), the
Company is not under any obligation to accept for purchase any
Notes tendered pursuant to the Offers. The acceptance for purchase
by the Company of Notes tendered pursuant to the Offers is at the
sole discretion of the Company and tenders may be rejected by the
Company for any reason. If the Company decides to accept Sterling
Notes for purchase, it shall be under no obligation to accept U.S.$
Notes for purchase and vice versa.
Priority in Allocation of the New Notes
When considering the allocation of the New Notes, the Company
may give preference to those Noteholders who, prior to such
allocation, have given a firm intention to the Company or any
Dealer Manager that they intend to tender their Notes pursuant to
the Offers. Therefore, a Noteholder who wishes to subscribe for New
Notes in addition to tendering its Notes for purchase pursuant to
the Offers may be eligible to receive, at the sole and absolute
discretion of the Company, priority in the allocation of the New
Notes, subject to the issue of the New Notes, the selling
restrictions that are set out in the Prospectus and the final terms
to be prepared in connection with the New Notes, and such
Noteholder making a separate application for the purchase of such
New Notes to a Dealer Manager (in its capacity as a joint lead
manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such Dealer Manager. However, the
Company is not obliged to allocate any New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender
its Notes pursuant to the Offers and, if any such New Notes are
allocated, the principal amount thereof may be less or more than
the principal amount of Notes tendered by such Noteholder and
accepted for purchase by the Company pursuant to the Offers. Any
such allocation will also, among other factors, take into account
the minimum denomination of the New Notes (being GBP100,000).
Noteholders should note that the pricing and allocation of the
New Notes are expected to take place prior to the Expiration
Deadline and each Noteholder therefore should provide, as soon as
practicable, to any Dealer Manager any indications of a firm
intention to tender Notes for purchase pursuant to the Offers and
the quantum of Notes that it intends to tender if it wishes to be
eligible to receive such priority in the allocation of the New
Notes on the terms and subject to the conditions set out in this
Tender Offer Memorandum.
Priority of Acceptance in the Offers for Noteholders Allocated
in New Notes
A Noteholder that subscribes for, and that is allocated, New
Notes in addition to tendering Notes for purchase pursuant to an
Offer will receive (at the Company's sole and absolute discretion)
priority of acceptance (a "Priority Acceptance") in the relevant
Offer(s) through the use of an Acceptance Code (as defined in the
Tender Offer Memorandum), subject to satisfaction of the conditions
to the relevant Offer(s) (including the Financing Condition),
subject to the Maximum Acceptance Amount and as otherwise set out
below. Such priority will be given (at the Company's sole and
absolute discretion) for an aggregate principal amount of Notes
(taken as an aggregate amount across both Series) (such amount, a
"Priority Acceptance Amount") equal to the aggregate principal
amount of New Notes subscribed for by, and allocated to, the
relevant Noteholder in the original distribution of the New Notes.
In order to determine the Priority Acceptance Amount for U.S.$
Notes, the relevant aggregate principal amount of New Notes
allocated to the relevant Holder (or portion of such amount, as
applicable) shall be converted into U.S.$ at the U.S.$ FX Rate, and
rounded down to the nearest U.S.$1,000. Priority of acceptance
shall apply to both the Sterling Notes and the U.S.$ Notes (on an
aggregated basis), and eligible Noteholders may elect to receive
priority of acceptance in respect of either their Sterling Notes,
their U.S.$ Notes or a combination thereof up to their respective
Priority Acceptance Amount.
To receive Priority Acceptance, a Noteholder must follow the
procedures detailed in the Tender Offer Memorandum, including
making an application to subscribe for the New Notes to a Dealer
Manager (in its capacity as joint lead manager of the issue of the
New Notes) in accordance with the standard new issue procedures of
the relevant Dealer Manager, and submitting a valid Tender and
Priority Acceptance Instruction including a valid Acceptance Code,
as further described in the Tender Offer Memorandum. To contact the
Dealer Managers to receive details of the process to obtain an
Acceptance Code, Noteholders should use the contact details in this
announcement.
Noteholders that wish to tender Notes for purchase pursuant to
the Offer(s) but do not wish to subscribe for New Notes can submit
a Tender Only Instruction. Any Tender and Priority Acceptance
Instruction that does not correctly specify the details set out in
the Tender Offer Memorandum will be deemed to be a Tender Only
Instruction and no Priority Acceptance will be given in respect of
such Tender Instruction.
A Noteholder that wishes to tender for purchase pursuant to the
Offer(s) a greater principal amount of Notes (on an aggregate basis
taking into account tenders from such Noteholder for 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 such amount rounded down to the nearest U.S.$1,000, if
applicable) that it has subscribed for and is allocated must
complete separate (i) Tender and Priority Acceptance Instruction(s)
for the principal amount of Notes it wishes to tender for purchase
and in respect of which it has obtained Priority Acceptance and
(ii) Tender Only Instruction(s), for the additional Notes it wishes
to tender for purchase (in excess of the relevant Priority
Acceptance Amount).
If any Noteholder that wishes to obtain Priority Acceptance
submits a Tender and Priority Acceptance Instruction or Tender and
Priority Acceptance Instructions that relate to a greater principal
amount of Notes (on an aggregate basis taking into account tenders
for such Noteholder of both the Sterling Notes and the U.S.$ 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.$1,000, if applicable) it has subscribed for and is
allocated, the Company may, in its sole and absolute discretion,
deem the relevant Tender and Priority Acceptance Instruction or
Tender and Priority Acceptance Instructions to be Tender Only
Instruction(s) in whole or in part and determine the allocation
between the Series of Notes of any Priority Acceptance at its sole
discretion. As such, in order to ensure that Priority Acceptance is
considered in line with a Noteholder's preferences when acceptance
of Notes is determined, it is essential that Noteholders do not
submit Tender and Priority Acceptance Instructions on an aggregate
basis (among both Series of Notes) in excess of their Priority
Acceptance Amount, and instead submit any excess amounts as
separate Tender Only Instruction(s).
Series Acceptance Amounts
Subject to the requirement that all tenders of Notes which
benefit from Priority Acceptance shall be accepted before any
tender of Notes for which no Priority Acceptance is obtained (for
either Series) are accepted, the Company will determine the
allocation of the principal amount accepted for purchase pursuant
to the Offers between the two Series in its sole and absolute
discretion, and reserves the right to accept significantly more or
less (or none) of the Notes of one Series as compared to the other
Series (when the relevant U.S.$ Notes are converted into pounds
sterling at the U.S.$ FX Rate). The aggregate principal amount of
each Series accepted for purchase (if any), which in each case
shall be determined in the Company's sole discretion, will be
referred to as the applicable "Series Acceptance Amount".
Scaling of the Offers
The Company intends to accept Notes of each Series validly
tendered pursuant to Tender and Priority Acceptance Instructions in
priority to Notes validly tendered but in respect of which no
Priority Acceptance is obtained. The Company will not accept any
Non-Priority Tendered Notes of either Series unless it has accepted
all Priority Tendered Notes (as defined in the Tender Offer
Memorandum) of both Series, although the Company reserves the right
(assuming the Company has accepted all Priority Tendered Notes of
both Series first) to accept significantly more or less (or none)
of the Non-Priority Tendered Notes of one Series as compared to the
Non-Priority Tendered Notes of the other Series (when the relevant
U.S.$ Notes are converted into pounds sterling at the U.S.$ FX
Rate). If the Maximum Acceptance Amount and/or Series Acceptance
Amount(s) are exceeded, pro-ration may apply to Tender
Instructions, as detailed in the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive, the
relevant Purchase Price and the relevant Accrued Interest Payment
pursuant to the relevant Offer(s), Noteholders must validly tender
their Notes by delivering, or arranging to have delivered on their
behalf, a valid Tender Instruction that is received by the Tender
Agent by 16:00 (London time) on 4 December 2023 (the "Expiration
Deadline").
Noteholders are advised to check with any bank, securities
broker or other Intermediary through which they hold Notes as to
when such Intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in the
applicable Offer by the deadlines specified below in this
announcement and the Tender Offer Memorandum. The deadlines set by
any such Intermediary and each Clearing System for the submission
and withdrawal of Tender Instructions will be earlier than the
relevant deadlines specified below in this announcement and the
Tender Offer Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
The Tender Instruction should specify the aggregate principal
amount of the relevant Notes subject to such Tender Instruction.
Tender Instructions must be submitted in respect of a minimum
principal amount of the relevant Notes of no less than the relevant
minimum denomination of the relevant Notes (in relation to the
Sterling Notes, being GBP100,000 and integral multiples of GBP1,000
in excess thereof and in relation to the U.S.$ Notes, being
U.S.$200,000 and integral multiples of U.S.$1,000 in excess
thereof).
When submitting a Tender Only Instruction via the relevant
Clearing System, a Noteholder (or the relevant Direct Participant
on its behalf) must follow the procedures described in the relevant
Clearing System Notice as being applicable to "Option 1 - Tender
Only Instructions" and as otherwise set out in the Tender Offer
Memorandum.
When submitting a Tender and Priority Acceptance Instruction via
the relevant Clearing System, a Noteholder (or the relevant Direct
Participant on its behalf) must follow the procedures described in
the relevant Clearing System Notice as being applicable to "Option
2 - Tender and Priority Acceptance Instructions" and as otherwise
set out in the Tender Offer Memorandum, and must include the
details required as specified in the Tender Offer Memorandum. Each
Noteholder submitting such instruction through its Direct
Participant, will be deemed to consent to have the relevant
Clearing System provide details concerning such Noteholder's
identity and details included in such instruction to the Tender
Agent (and for the Tender Agent to provide such details to the
Company and the Dealer Managers and their respective legal
advisers).
The Company reserves the right in its sole discretion at any
time to amend or waive any or all of the conditions of the Offers
as set out in the Tender Offer Memorandum including, without
limitation, the Financing Condition.
Expected Timetable of Events
The anticipated transaction timetable is summarised below:
Events Times and Dates
Commencement of the Offers
Announcement of the Offers and the New 27 November 2023
Issue. Tender Offer Memorandum available
(subject to the offer and distribution
restrictions described therein) from
the Tender Agent. Noteholders can obtain
Acceptance Codes by contacting a Dealer
Manager.
Pricing of the New Notes
Expected pricing of the New Notes. Expected to be prior
to the Expiration Deadline
Announcement of Maximum Acceptance Amount
Announcement of the Maximum Acceptance As soon as reasonably
Amount. practicable following
the pricing of the New
Notes
Expiration Deadline
Final deadline for receipt of valid Tender 16:00 (London time) on
Instructions by the Tender Agent in order 4 December 2023
for Noteholders to be able to participate
in the Offers (and be eligible for a
Priority Acceptance if valid Tender and
Priority Acceptance Instructions are
submitted).
Announcement of Indicative Results
Announcement by the Company of a non-binding Prior to the Pricing
indication of the level at which it expects Time on
to set each Series Acceptance Amount, 5 December 2023
and indicative details of any pro rata
scaling in the event that the Company
decides to accept valid tenders of Notes
of such Series pursuant to the relevant
Offer and the Financing Condition is
satisfied (or waived) on or prior to
the Settlement Date.
Pricing Time for Sterling Notes At or around 11:00 (London
Determination of the Benchmark Security time) on 5 December 2023
Rate, and calculation of the Purchase
Price for any Sterling Notes accepted
for purchase, if the Company intends
to accept any Sterling Notes for purchase
pursuant to the relevant Offer.
Announcement of the Final Results and
Pricing
Announcement of whether the Company will As soon as reasonably
accept (subject to satisfaction or waiver practicable
of the Financing Condition on or prior after the Pricing Time
to the Settlement Date) valid tenders
of Notes for purchase pursuant to either
or both of 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.
Expected Settlement Date
Subject to satisfaction or waiver of 7 December 2023
the Financing Condition, payment of the
relevant Purchase Price and the relevant
Accrued Interest Payment (as applicable)
for Notes validly tendered and accepted
for purchase.
The above times and dates are subject to the right of the
Company to extend, re-open, amend, and/or terminate either or both
of the Offers (subject to applicable law and as provided in the
Tender Offer Memorandum). Noteholders are advised to check with any
bank, securities broker or other Intermediary through which they
hold Notes as to when such Intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the applicable Offer by the deadlines set out above. The
deadlines set by any such Intermediary and each Clearing System for
the submission and withdrawal of Tender Instructions will be
earlier than the relevant deadlines specified above. Noteholders
are advised to read carefully the Tender Offer Memorandum for full
details of, and information on, the procedures for participating
in, the Offer(s).
Phoenix Group Holdings plc has retained Banco Bilbao Vizcaya
Argentaria, S.A., HSBC Bank plc, J.P. Morgan Securities plc,
Merrill Lynch International and NatWest Markets Plc to act as the
Dealer Managers, and Kroll Issuer Services Limited has been
retained to act as Tender Agent for the Offers. The Dealer Managers
and the Tender Agent have been retained to act in such roles only
in respect of Offers made to Noteholders (as defined in the Tender
Offer Memorandum). For detailed terms of the Offers please refer to
the Tender Offer Memorandum which (subject to offer and
distribution restrictions) can be obtained from the Dealer Managers
and the Tender Agent referred to below.
DEALER MANAGERS
Banco Bilbao Vizcaya Argentaria, HSBC Bank plc
S.A. 8 Canada Square
44th Floor, One Canada Square London E14 5HQ
London E14 5AA United Kingdom
United Kingdom Telephone: +44 20 7992 6237
Telephone: +44 207 397 6029 / Email: LM_EMEA@hsbc.com
6061 Attention: Liability Management,
Email: liabilitymanagement@bbva.com DCM
Attention: Liability Management
J.P. Morgan Securities plc Merrill Lynch International
25 Bank Street 2 King Edward Street
Canary Wharf London EC1A 1HQ
London E14 5JP United Kingdom
United Kingdom Telephone: +44 20 7996 5420
Telephone: +44 20 7134 2468 Email: DG.LM-EMEA@bofa.com
Email: liability_management_EMEA@jpmorgan.com Attention: Liability Management
Attention: EMEA Liability Management Group
Group
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Email: NWMliabilitymanagement@natwestmarkets.com
Attention: Liability Management
TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
Email: phoenix@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/phoenix
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 content of the Tender Offer Memorandum,
or is unsure of the impact of the Offers or the action it should
take, it is recommended to seek its own financial, legal and any
other advice, including in respect of any financial, accounting,
regulatory, legal and tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender Notes
in the relevant Offer(s). None of the Company, the Dealer Managers
or the Tender Agent or any of their respective directors, officers,
employees, agents, advisers or affiliates makes any recommendation
whether Noteholders should tender Notes in the relevant Offer(s)
and none of the Company, the Dealer Managers or the Tender Agent
nor any of their respective directors, officers, employees, agents,
advisers or affiliates will have any liability or responsibility in
respect thereto. None of the Company, the Dealer Managers or the
Tender Agent (or any of their respective directors, officers,
employees, agents, advisers or affiliates) is providing any
Noteholder with any legal, business, financial investment, tax or
other advice in the Tender Offer Memorandum. Noteholders should
consult with their own advisers as needed to assist them in making
an investment decision and to advise them whether they are legally
permitted to tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in either of the Offers in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. 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.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities. The minimum denomination of the New Notes will be
GBP100,000.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are not being,
and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to a U.S. Person and the Notes cannot be tendered
in the Offers by any such use, means, instrumentality or facility
or from or within or by persons located or resident in the United
States. Any purported tender of Notes in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Notes made by a person
located in the United States, by a U.S. Person, by any person
acting for the account or benefit of a U.S. Person, or by any
agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States, or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Each Noteholder participating in the Offers will represent that
it is not a U.S. Person, is not located in the United States and is
not participating in the Offers from the United States or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in the
Offers from the United States and who is not a U.S. Person. For the
purposes of this and the above two paragraphs, "United States"
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer
Memorandum by the Company and any other documents or materials
relating to the Offers are not being made, and such documents
and/or materials have not been approved, by an authorised person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21 FSMA on the basis that it is
only directed at and may be communicated to (1) persons who have
professional experience in matters relating to investments, being
investment professionals (as defined in Article 19 of the Financial
Services and Markets 2000 (Financial Promotion) Order 2005 (the
"Financial Promotion Order")); (2) persons who fall within Article
43 "high net worth companies, unincorporated associations etc." of
the Financial Promotion Order; or (3) any other persons to whom
these documents and/or materials may lawfully be communicated under
the Financial Promotion Order (such persons together being the
"Relevant Persons").
The Offers are only available to Relevant Persons and the
transactions contemplated herein and in the Tender Offer Memorandum
will be available only to, or engaged in only with, Relevant
Persons, and this financial promotion must not be relied or acted
upon by persons other than Relevant Persons. The documents and
materials relating to the relevant Offer(s) and their contents
should not be distributed, published or reproduced (in whole or in
part) or disclosed by recipients to any other person in the United
Kingdom.
France
The Offers are not being made, and this announcement, the Tender
Offer Memorandum and any other offering material relating to the
Offers may not be distributed, directly or indirectly, in the
Republic of France except to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129,
as amended. Neither this announcement nor the Tender Offer
Memorandum have been, nor will they be, submitted for clearance to
nor approved by the Autorité des Marchés Financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been or
will be notified to, and neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority (Autoriteit voor Financiële Diensten
en Markten/Autorité des Services et Marchés Financiers). The Offers
may therefore not be made in Belgium by way of a public takeover
bid (openbaar overnamebod/offre publique d'acquisition) as defined
in Article 3 of the Belgian law of 1 April 2007 on public takeover
bids, as amended (the "Belgian Takeover Law"), save in those
circumstances where a private placement exemption is available.
The Offers are conducted exclusively under applicable private
placement exemptions. The Offers may therefore not be advertised
and the Offers will not be extended, and neither this announcement,
the Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been or will be distributed or made
available, directly or indirectly, to any person in Belgium other
than (i) to qualified investors within the meaning of Article 2(e)
of Regulation (EU) 2017/1129 and (ii) in any circumstances set out
in Article 6 --4 of the Belgian Takeover Law.
This announcement and the Tender Offer Memorandum have been
issued for the personal use of the above-mentioned qualified
investors only and exclusively for the purpose of the Offers.
Accordingly, the information contained in this announcement and the
Tender Offer Memorandum may not be used for any other purpose nor
may it be disclosed to any other person in Belgium.
Italy
None of this announcement, the Offers, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. Noteholders or beneficial
owners of the Notes that are located in Italy may tender their
Notes in the Offers through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Legislative Decree No.
58 of 24 February 1998, as amended, Commissione Nazionale per le
Società e la Borsa (CONSOB) Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385
of 1 September 1993, as amended) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each Intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offers.
GENERAL
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes, and tenders of Notes for purchase pursuant to the Offers
will not be accepted from Holders in any circumstances in which
such offer or solicitation is unlawful.
NEW NOTES
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the base
prospectus dated 30 June 2023 (the "Prospectus") prepared by the
Company in respect of its GBP5,000,000,000 Euro Medium Term Note
Programme, as supplemented from time to time and (ii) the final
terms to be prepared in connection with the New Notes, and no
reliance is to be placed on any representations other than those
contained in the Prospectus and the final terms to be prepared in
connection with the New Notes. Noteholders who may wish to
subscribe for New Notes should carefully consider all of the
information in the Prospectus and the final terms to be prepared in
connection with the New Notes including (but not limited to) the
risk factors therein.
For the avoidance of doubt, the ability to purchase any New
Notes is subject to all applicable securities laws and regulations
in force in any relevant jurisdiction (including the jurisdiction
of the relevant Noteholder and the selling restrictions set out in
the Prospectus and the final terms to be prepared in connection
with the New Notes). It is the sole responsibility of each
Noteholder to satisfy itself that it is eligible to purchase the
New Notes.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in this announcement or the Tender Offer
Memorandum constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold or delivered, directly
or indirectly, within the United States or to, or for the account
or benefit of, U.S. Persons.
MiFID II product governance - The target market for the New
Notes is eligible counterparties and professional clients only (all
distribution channels), each as defined in Directive 2014/65/EU (as
amended, "MiFID II").
UK MiFIR product governance - The target market for the New
Notes is eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook (COBS), and professional clients
only (all distribution channels), as defined in Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA
("UK MiFIR").
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are
not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For
these purposes, a "retail investor" means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article
4(1) of MiFID II; (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for
offering or selling the New Notes or otherwise making them
available to retail investors in the EEA has been prepared and
therefore offering or selling the New Notes or otherwise making
them available to any retail investor in the EEA may be unlawful
under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are
not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom. For these purposes, a
"retail investor" means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA; (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000, as amended (the "FSMA")
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of UK MiFIR; or (iii) not a qualified investor as
defined in Article 2 of the Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the New
Notes or otherwise making them available to retail investors in the
United Kingdom has been prepared and therefore offering or selling
the New Notes or otherwise making them available to any retail
investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENGRBDBDUDDGXR
(END) Dow Jones Newswires
November 27, 2023 03:20 ET (08:20 GMT)
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