TIDMPHNX
RNS Number : 9673U
Phoenix Group Holdings PLC
28 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.
28 November 2023
Phoenix Group Holdings plc prices new Tier 2 Notes issuance and
announces Maximum Acceptance Amount for its tender offer
Phoenix Group Holdings plc (the "Company") announces today that
it has priced an issuance of GBP350,000,000 Fixed Rate Reset Tier 2
Notes due 2053 (the "New Notes"). The New Notes will bear interest
at the rate of 7.750 per cent. per annum to (but excluding) 6
December 2033, payable semi-annually in arrear. Subject to certain
conditions, the Company may redeem the New Notes on any date from
(and including) 6 June 2033 to (and including) 6 December 2033. The
New Notes are expected to be issued by the Company on 6 December
2023 for an issue price of 99.282 per cent. of their principal
amount.
With reference to the invitations made to eligible holders 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"), 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 GBP350,000,000 in aggregate principal
amount of Notes. For these purposes, the principal amount of the
U.S.$ Notes to be accepted for purchase pursuant to the relevant
Offer will be converted into pounds sterling at the U.S.$ FX Rate
(as further described in the Tender Offer Memorandum).
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. The Company will announce the results of the Offers on 5
December 2023.
The Offers commenced on 27 November 2023 and will expire at
16:00 (London time) on 4 December 2023. Settlement is expected to
take place on 7 December 2023.
The Offers are being made on the terms and subject to the
conditions (including the Financing Condition) contained in the
Tender Offer Memorandum and is 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.
Banco Bilbao Vizcaya Argentaria, S.A., HSBC Bank plc, J.P.
Morgan Securities plc, Merrill Lynch International and NatWest
Markets 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: 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.
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.
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END
IODEAXFPALSDFFA
(END) Dow Jones Newswires
November 28, 2023 12:46 ET (17:46 GMT)
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