TIDMPHNX
RNS Number : 7444V
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 Final Results and Pricing
of Offers
Phoenix Group Holdings plc (the "Company") now announces the
final results and pricing of its invitations made to the 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. The pricing of the Offer for the Sterling Notes
took place at or around 11:00 (London time) today.
The Company hereby announces 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 and at the relevant Purchase Price,
validly tendered Notes for purchase pursuant to the Offers, in an
aggregate principal amount of approximately GBP350,000,000
(equivalent). The Company further announces that the aggregate
principal amount of each Series accepted for purchase (each a
"Series Acceptance Amount") will be as set out in the table
below.
Pricing of the Offer for the Sterling Notes is also set out in
the table below.
Description ISIN/Common Benchmark Fixed Purchase Purchase Series Scaling Scaling
Code Security Spread Price Yield Acceptance Factor Factor
Rate Amount (Priority (Non-Priority
Tendered Tendered
Notes)* Notes)*
GBP428,113,000
6.625 per
cent.
Subordinated +115 101.539 5.797
Notes due XS1171593293/ 4.565 basis per per cent. None
2025 117159329 per cent. points cent. (annual) GBP230,949,000 applied 67.7999%
--------------- ------------ ------------ ---------- ------------ ---------------- ----------- --------------
U.S.$500,000,0
00
Fixed Rate
Reset Tier 94.75
2 Notes XS2182954797/ Not Not per Not U.S.$150,000,0 None
due 2031 218295479 Applicable Applicable cent. Applicable 00 applied 43.7367%
--------------- ------------ ------------ ---------- ------------ ---------------- ----------- --------------
* In line with the approach specified in the Tender Offer
Memorandum, where Tender and Priority Acceptance Instructions
related to a greater principal amount of Notes (on an aggregate
basis taking into account tenders for such Noteholder of both the
Sterling Notes and the U.S.$ 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.
Subject to the satisfaction (or waiver) of the Financing
Condition, payment of the relevant Purchase Price and the relevant
Accrued Interest Payment in respect of the Notes accepted for
purchase by the Company will occur on the Settlement Date for the
Offers which is expected to be 7 December 2023.
Notes purchased by the Company pursuant to the Offers will be
cancelled by the Company and will not be re-issued or re-sold.
Notes which have not been validly submitted or validly submitted
but not accepted for purchase pursuant to the Offers will remain
outstanding, subject to their existing terms and conditions.
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
RTEDZMGZMKGGFZM
(END) Dow Jones Newswires
December 05, 2023 06:42 ET (11:42 GMT)
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