REG - Phoenix Group Hldgs - Result of Tender Offer

Phoenix groupAnnouncement

14/06/2024 08:15

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RNS Number : 4800S  Phoenix Group Holdings PLC  14 June 2024

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JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.

14 June 2024

Phoenix Group Holdings plc announces Results of Tender Offers

Phoenix Group Holdings plc (the "Company") announces the results of its
invitations to the holders (the "Noteholders") of its outstanding
U.S.$750,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent
Convertible Notes (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").

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 13 June
2024.

The Company hereby announces that it will accept for purchase in accordance
with the terms and subject to the conditions set out in the Tender Offer
Memorandum (including the Financing Condition, which has been satisfied on 12
June 2024) and at the relevant Purchase Price, validly tendered Notes for
purchase pursuant to the Offers, in an aggregate principal amount of
U.S.$500,000,000. 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.

 

 Description                                                               ISIN/Common Code  Purchase Price     Series Acceptance Amount  Scaling Factor (Priority Tendered Notes)*  Scaling Factor (Non-Priority Tendered Notes)*
 U.S.$750,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent  XS2106524262/     100.000 per cent.  U.S.$500,000,000          Not Applicable                             72.00149%
 Convertible Notes

                                                                           210652426
 U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (of which         XS2182954797/     97.625 per cent.   U.S.$0                    Not Applicable                             Not Applicable
 U.S.$350,000,000 remains outstanding)
218295479

* In line with the approach specified in the Tender Offer Memorandum, where
Tender and Priority Acceptance Instructions submitted using a unique
Acceptance Code related to a greater principal amount of Notes (on an
aggregate basis taking into account tenders for such Noteholder of both the
RT1 Notes and the Tier 2 Notes) than the principal amount of New Notes it
subscribed for and was allocated, the Company has, in its sole discretion,
deemed the relevant Tender and Priority Acceptance Instruction(s) 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 tendered 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.

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 18 June
2024.

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: BNP Paribas
at 10 Harewood Avenue, London NW1 6AA, United Kingdom, Attention: Liability
Management Group, or by telephone at +44 20 7595 8668 or email
liability.management@bnpparibas.com; Citigroup Global Markets Limited at
Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom,
Attention: Liability Management Group, or by telephone at +44 20 7986 8969 or
email liabilitymanagement.europe@citi.com
(mailto:liabilitymanagement.europe@citi.com) ; Crédit Agricole Corporate and
Investment Bank at 12, place des Etats-Unis, CS 70052, 92547 Montrouge Cedex,
France, Attention: Liability Management, or by telephone at +44 20 7214 5733
or email liability.management@ca-cib.com
(mailto:liability.management@ca-cib.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
(mailto: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
(mailto:liability_management_EMEA@jpmorgan.com) ; Mizuho International plc at
30 Old Bailey, London EC4M 7AU, United Kingdom, Attention: Liability
Management, or by telephone at +34 91 790 7559 or email
liabilitymanagement@uk.mizuho-sc.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. The Offers have now expired and no offer or invitation to acquire
any securities is being made pursuant to this announcement. 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.

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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