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.
SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.
6
June 2024
Phoenix Group Holdings plc
prices new RT1 Notes issuance and announces Maximum Acceptance
Amount for its tender offers
Phoenix Group Holdings plc (the
"Company") announces today
that it has priced an issuance of U.S.$500,000,000 Fixed Rate Reset
Perpetual Restricted Tier 1 Contingent Convertible Notes (the
"New Notes"). The New Notes
will bear interest at the rate of 8.500
per cent. per annum to (but excluding) 12 June
2030 (the "First Reset
Date"), payable semi-annually in arrear. Subject to certain
conditions, the Company may redeem the New Notes on any date from
(and including) 12 December 2029 to (and including) the First Reset
Date, or on any interest payment date thereafter. The New Notes are
expected to be issued by the Company on 12 June 2024 for an issue
price of 100 per cent. of their principal amount.
With reference to the invitations
made to eligible holders of its outstanding U.S.$750,000,000 Fixed
Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes
(of which U.S.$750,000,000 remains outstanding) (ISIN:
XS2106524262) (the "RT1
Notes") and its U.S.$500,000,000 Fixed Rate Reset Tier 2
Notes due 2031 (of which U.S.$350,000,000 remains outstanding)
(ISIN: XS2182954797) (the "Tier 2
Notes" and, together with the RT1 Notes, the "Notes") as described in the tender
offer memorandum dated 5 June 2024 (the "Tender Offer Memorandum") (each such
invitation an "Offer" and
together the "Offers"), the
Company also announces that, following the pricing of the New
Notes, the Maximum Acceptance Amount (which is the maximum
aggregate principal amount of Notes to be accepted for purchase
pursuant to the Offers) in respect of the Offers is
U.S.$500,000,000 in aggregate principal amount of Notes.
The Company reserves the right, in
its sole and absolute discretion and for any reason, to
significantly increase or significantly decrease or waive the
Maximum Acceptance Amount or to accept significantly more or less
Notes than the Maximum Acceptance Amount. If the Company decides to
accept any Notes for purchase pursuant to the Offers, it intends to
accept validly tendered RT1 Notes for purchase in priority to
validly tendered Tier 2 Notes. The Company will announce the
results of the Offers on 14 June 2024.
The Offers commenced on 5 June 2024
and will expire at 16:00 (London time) on 13 June 2024. Settlement
is expected to take place on 18 June 2024.
The Offers are being made on the
terms and subject to the conditions (including the Financing
Condition) contained in the Tender Offer Memorandum and are subject
to the offer and distribution restrictions set out below and as
more fully described in the Tender Offer Memorandum. This
announcement should be read in conjunction with 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.
BNP Paribas, Citigroup Global
Markets Limited, Crédit Agricole Corporate and Investment Bank,
HSBC Bank plc, J.P. Morgan Securities plc and Mizuho International
plc are acting as Dealer Managers for the
Offers and Kroll Issuer Services Limited is acting as Tender Agent
for the Offers. 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.
Please contact: BNP Paribas by telephone at +44 20 7595 8668 or email
liability.management@bnpparibas.com, Attention: Liability
Management Group; Citigroup Global Markets Limited by telephone at
+44 20 7986 8969 or email liabilitymanagement.europe@citi.com,
Attention: Liability Management Group; Crédit Agricole Corporate
and Investment Bank by telephone at +44 20 7214 5733 or email
liability.management@ca-cib.com, Attention: Liability Management;
HSBC Bank plc by telephone at +44 20 7992 6237 or email
LM_EMEA@hsbc.com, Attention: Liability Management, DCM; J.P. Morgan
Securities plc by telephone at +44 20 7134 2468 or email
liability_management_EMEA@jpmorgan.com, Attention: EMEA Liability
Management Group; Mizuho International plc by telephone at +34 91
790 7559 or email liabilitymanagement@uk.mizuho-sc.com, Attention:
Liability Management; and Kroll Issuer Services Limited by
telephone at +44 20 7704 0880 or email phoenix@is.kroll.com,
Attention: Jacek Kusion.
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 or 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. 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 such Notes pursuant to the
Offers.
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 as to 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 U.S.$200,000.
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
has 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
Noteholders 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 the offering memorandum (the "Offering Memorandum") to be prepared by
the Company in respect of the New Notes, as supplemented from time
to time, and no reliance is to be placed on any representations
other than those contained in the Offering Memorandum. Subject to
compliance with all applicable securities laws and regulations, a
preliminary version of the Offering Memorandum dated 5 June 2024
(the "Preliminary Offering
Memorandum") is available from the Dealer Managers, in their
capacity as the Joint Lead Managers, on request. Noteholders who
may wish to subscribe for New Notes should carefully consider all
of the information in the Preliminary Offering Memorandum and (once
published) the Offering Memorandum, 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 Preliminary Offering Memorandum and
(once published) the Offering Memorandum). 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. The New Notes 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 both) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or
(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.
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 both) 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; or (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.
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.
Prohibition on
marketing and sales of the New Notes to retail investors
The New Notes are complex financial
instruments. They are not a suitable or appropriate investment for
all investors, especially retail investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations
or guidance with respect to the offer or sale of certain securities
with characteristics similar to the New Notes. Potential investors
in the New Notes should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to
any resale of the New Notes (or any beneficial interests
therein).
In the United Kingdom, the COBS requires, in
summary, that certain securities with characteristics similar to
the New Notes should not be offered or sold to retail clients (as
defined in COBS 3.4 and each a "retail client") in the United
Kingdom.
In addition, in October 2018, the Hong Kong
Monetary Authority issued guidance on enhanced investor protection
measures on the sale and distribution of debt instruments with
loss-absorption features (such as the New Notes) and related
products (the "HKMA
Circular"). Under the HKMA Circular, debt instruments with
loss absorption features, being subject to the risk of being
written-down or converted to ordinary shares, and investment
products that invest mainly in, or whose returns are closely linked
to the performance of such instruments, are to be targeted in Hong
Kong at professional investors (as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any subsidiary legislations
or rules made under the SFO, "Professional Investors") only and are
generally not suitable for retail investors in either the primary
or secondary markets.
Potential investors should inform themselves
of, and comply with, any applicable laws, regulations or regulatory
guidance with respect to any resale of the securities described in
the Preliminary Offering Memorandum or the Offering Memorandum (or
any beneficial interests therein), including COBS and the HKMA
Circular.
Investors in Hong Kong should not purchase the
New Notes in the primary or secondary markets unless they are
Professional Investors and understand the risks involved. The New
Notes are generally not suitable for retail investors.
Each of the Dealer Managers (in its capacity as
a Joint Lead Manager) is required to comply with COBS (as if COBS
22.3 applies to the New Notes).
By purchasing, or making or accepting an offer
to purchase, any New Notes (or a beneficial interest therein) from
the Company and/or any Joint Lead Manager, each prospective
investor is required to represent, warrant, agree with, and
undertake to, the Company and the Joint Lead Managers
that:
(i) it is not a retail client
in the United Kingdom;
(ii) if it is in Hong Kong, it is a
Professional Investor; and
(iii) whether or not it is subject to
COBS or the HKMA Circular, it will not:
1. sell or offer the
New Notes (or any beneficial interest therein) to retail clients in
the United Kingdom or retail investors in Hong Kong; or
2. communicate
(including the distribution of the Preliminary Offering Memorandum
or the Offering Memorandum) or approve an invitation or inducement
to participate in, acquire or underwrite the New Notes (or any
beneficial interests therein) where that communication, invitation
or inducement is addressed to or disseminated in such a way that it
is likely to be received by a retail client in the United Kingdom
or any customer in Hong Kong who is not a Professional
Investor.
In selling or offering the New Notes or making
or approving communications, invitations or inducements relating to
the New Notes, each prospective investor may not rely on the
limited exemptions set out in COBS (as if COBS 22.3 applies to the
New Notes).
The obligations above are in addition to the
need to comply at all times with all other applicable laws,
regulations and regulatory guidance (whether inside or outside the
EEA, the United Kingdom or Hong Kong) relating to the promotion,
offering, distribution and/or sale of the New Notes (or any
beneficial interest therein), whether or not specifically mentioned
in the Preliminary Offering Memorandum and (once published) the
Offering Memorandum, including (without limitation) any
requirements under MiFID II, UK MiFIR, the United Kingdom FCA
Handbook, the HKMA Circular and/or any other applicable laws,
regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the New
Notes (or any beneficial interest therein) for investors in any
relevant jurisdiction.
Where acting as agent on behalf of a disclosed
or undisclosed client when purchasing, or making or accepting an
offer to purchase, any New Notes (or any beneficial interest
therein) from the Company and/or any of the Joint Lead Managers,
the foregoing representations, warranties, agreements and
undertakings will be given by and be binding on both the agent and
its underlying client(s).
The New Notes have and shall only be offered in
conformity with the provisions of the Offering Memorandum and the
selling restrictions and, if applicable, the exemption wording,
contained therein.
No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public
offering of securities.