TIDMPHNX
RNS Number : 7322V
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 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"), 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
GBP350,000,000 (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 Outstanding Indicative Indicative Indicative
Code Principal Series Acceptance Scaling Factor Scaling Factor
Amount Amount (Priority (Non-Priority
Tendered Tendered
Notes)* Notes)*
GBP428,113,000
6.625 per
cent. Subordinated
Notes due XS1171593293/
2025 117159329 GBP428,113,000 GBP230,949,000 None applied 67.7999%
--------------- ------------------ -------------------- ----------------- ----------------
U.S.$500,000,000
Fixed Rate
Reset Tier
2 Notes due XS2182954797/
2031 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 +44 207 397 6029 and +44
207 397 6061 or email liabilitymanagement@bbva.com; HSBC Bank plc
at 8 Canada Square, London E14 5HQ, United Kingdom, Attention:
Liability Management, DCM, or by telephone at +44 20 7992 6237 or
email LM_EMEA@hsbc.com; 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 +44 20 7134
2468 or email liability_management_EMEA@jpmorgan.com; Merrill Lynch
International at 2 King Edward Street, London EC1A 1HQ, United
Kingdom, Attention: Liability Management Group, or by telephone at
+44 20 7996 5420 or email DG.LM-EMEA@bofa.com; NatWest Markets Plc
at 250 Bishopsgate, London EC2M 4AA, United Kingdom, Attention:
Liability Management, or by telephone at +44 20 7678 5222 or email
NWMliabilitymanagement@natwestmarkets.com; and Kroll Issuer
Services Limited at The Shard, 32 London Bridge Street, London SE1
9SG, United Kingdom, Attention: Jacek Kusion, or by telephone at
+44 20 7704 0880 or email phoenix@is.kroll.com.
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.
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END
RTENKPBBKBDDDBK
(END) Dow Jones Newswires
December 05, 2023 05:22 ET (10:22 GMT)
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