TIDMPHNX
RNS Number : 3207K
Phoenix Group Holdings PLC
13 December 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA,
JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY NEW PHOENIX
SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
INFORMATION CONTAINED AND/OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS PUBLISHED BY PHOENIX GROUP HOLDINGS IN CONNECTION WITH
THE SCHEME REFERRED TO BELOW.
For immediate release
13 December 2018
Phoenix Group Holdings plc
("New Phoenix")
Admission and listing of New Phoenix Shares and notice of the
substitution of New Phoenix in place of Phoenix Group Holdings as
issuer of Outstanding Securities
Admission and listing of New Phoenix Shares
This announcement is made further to today's announcement by
Phoenix Group Holdings ("Old Phoenix") that the scheme of
arrangement under section 86 of the Cayman Islands Companies Law
(2018 Revision) (the "Companies Law") between Old Phoenix and its
shareholders (pursuant to which New Phoenix was introduced as the
new group holding company of the Phoenix Group and including a
related reduction of capital under sections 14 to 16 of the
Companies Law) became effective on 12 December 2018.
New Phoenix now announces the admission of 721,194,230 ordinary
shares (the "New Phoenix Shares") in the capital of New Phoenix to
the premium segment of the Official List and to trading on the
London Stock Exchange's main market for listed securities with
effect from 8.00 a.m. (UK time) today.
Scheme Shareholders will receive one New Phoenix Share in place
of each Old Phoenix Share held by them at the Scheme Record Time,
save that one fewer New Phoenix Share shall be allotted and issued
to each of the holders of the New Phoenix Subscriber Shares who are
also Old Phoenix Shareholders to reflect the shareholding in New
Phoenix they acquired upon its incorporation.
Scheme Shareholders holding Old Phoenix Shares in uncertificated
form will receive the New Phoenix Shares to which they are entitled
as soon as reasonably practicable after 8.00 a.m. (UK time) today
through CREST. Scheme Shareholders holding Old Phoenix Shares in
certificated form will be issued New Phoenix Shares in certificated
form which will be dispatched no later than 24 December 2018.
The new ISIN number for New Phoenix Shares is GB00BGXQNP29. New
Phoenix will have the same TIDM as Old Phoenix, which will remain
as "PHNX".
On 18 December 2018, a hearing will be held before the English
Court at which confirmation will be sought for the New Phoenix
Capital Reduction. The New Phoenix Capital Reduction is expected to
become effective on 18 December 2018.
Notice of the substitution of New Phoenix in place of Phoenix
Group Holdings as issuer of Outstanding Securities
Notice is hereby given to the holders of the:
-- GBP428,113,000 6.625 per cent. Subordinated Notes due 2025 (XS1171593293);
-- GBP450,000,000 4.125 per cent. Tier 3 Notes due 2022
(XS1551285007) issued pursuant to Old Phoenix's GBP3,000,000,000
Euro Medium Term Note Programme (the "Programme") (the "2022
Notes");
-- U.S.$500,000,000 5.375 per cent. Notes due 2027
(XS1639849204) issued pursuant to the Programme (the "2027
Notes");
-- EUR500,000,000 4.375 per cent. Notes due 2029 (XS1881005117)
issued pursuant to the Programme (the "2029 Notes"); and
-- GBP500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Write Down Notes (XS1802140894),
each issued by Old Phoenix (together, the "Outstanding
Securities"), that with effect from 12 December 2018, New Phoenix
was substituted in place of Old Phoenix as the principal debtor
under, and issuer of, the Outstanding Securities.
With effect from 12 December 2018, New Phoenix has acceded to
and become a borrower and a guarantor under Old Phoenix's bank
facilities.
Copies of the amended and restated terms and conditions of the
Outstanding Securities (and the amended and restated Final Terms
for the 2022 Notes, the 2027 Notes and the 2029 Notes) are
available via the links below:
http://www.rns-pdf.londonstockexchange.com/rns/3207K_1-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_2-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_3-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_4-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_5-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_6-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_7-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_8-2018-12-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/3207K_9-2018-12-12.pdf
Capitalised terms used but not defined in this announcement have
the meaning given to them in the circular issued by Old Phoenix on
2 November 2018.
ENQUIRIES
Phoenix Group Investor Relations
Claire Hawkins, Head of Investor Relations
+44 (0) 20 3735 0575
Phoenix Group Debt Investors
Rashmin Shah, Group Treasurer
+44 (0) 20 3735 0059
Phoenix Group Media Relations
Shellie Wells, Head of Corporate Communications
+44 (0) 203 735 0922
HSBC (Sponsor & Corporate Broker)
Simon Alexander, Andrew Hackney
+44 (0) 20 7991 8888
Maitland (PR Adviser)
Andy Donald, Vikki Kosmalska
+ 44 (0) 20 7379 5151
This announcement has been issued by and is the sole
responsibility of New Phoenix.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO
SELL OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY ANY
SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT
SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION
IN CONTRAVENTION OF APPLICABLE LAWS.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction.
HSBC Bank plc ("HSBC"), which is authorised by the Prudential
Regulatory Authority ("PRA") and regulated in the United Kingdom by
the PRA and the Financial Conduct Authority ("FCA"), is acting
exclusively for New Phoenix and Old Phoenix and for no one else in
connection with Admission and the arrangements referred to in this
announcement and will not regard any other person as a client in
relation to Admission or the arrangements described in this
announcement and will not be responsible to anyone other than New
Phoenix and Old Phoenix for providing the protections afforded to
its clients or for providing advice in relation to Admission or the
arrangements referred to in this announcement.
No person has been authorised to give any information or to make
any representations other than those contained in this
announcement, the Scheme Circular and the Prospectus, and, if given
or made, such information or representations must not be relied on
as having been authorised by New Phoenix, Old Phoenix or HSBC.
NOTICE TO INVESTORS IN THE UNITED STATES OF AMERICA
This announcement does not constitute an offer to any person or
to the public generally to subscribe for or otherwise acquire New
Phoenix Shares. This announcement is not an offer of securities for
sale in the United States. The New Phoenix Shares have not been and
will not be registered under the US Securities Act of 1933, as
amended (the "US Securities Act") or under any securities laws of
any state or other jurisdiction of the United States and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. In
addition, New Phoenix has not been and will not be registered under
the US Investment Company Act of 1940, as amended. There will be no
public offer of the New Phoenix Shares in the United States. New
Phoenix Shares may not therefore be offered to certain US
shareholders of Old Phoenix unless New Phoenix believes that there
is an exemption from, or if the transaction is not subject to, the
registration requirements of the US Securities Act. The New Phoenix
Shares issued pursuant to the Scheme are expected to be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act provided by section 3(a)(10) thereof based on
the Cayman Court's sanctioning of the Scheme. Old Phoenix
Shareholders who will be affiliates of New Phoenix after the Scheme
Effective Date will be subject to certain US transfer restrictions
relating to the New Phoenix Shares received pursuant to the
Scheme.
The New Phoenix Shares have not been and will not be registered
on a United States securities exchange or quoted on any
inter-dealer quotation system in the United States. The Scheme has
not been and will not be approved or disapproved by the US
Securities and Exchange Commission (the "SEC"), nor has the SEC or
any US state securities commission passed upon the merits or
fairness of the Scheme nor upon the adequacy or accuracy of the
information contained in the Scheme Circular or the Prospectus. Any
representation to the contrary is a criminal offence in the United
States.
The New Phoenix Shares will not be registered under the
securities laws of any state of the United States, and will be
issued in the United States pursuant to the Scheme in reliance on
available exemptions from such state law registration
requirements.
FORWARD-LOOKING STATEMENTS
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not
historical facts. They include, but are not limited to, statements
regarding the Group's intentions, beliefs or current expectations
concerning, among other things, the Group's business, results of
operations, financial position, prospects, dividends, growth,
strategies and the asset management business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements are not guarantees of future performance
and the actual results of the Group's operations, its financial
position and dividends, and the development of the markets and the
industries in which the Group operates may differ materially from
those described in, or suggested by, the forward-looking statements
contained in this announcement. In addition, even if the Group's
results of operations and financial position, and the development
of the markets and the industries in which the Group operates, are
consistent with the forward-looking statements contained in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. A number of
risks, uncertainties and other factors could cause results and
developments to differ materially from those expressed or implied
by the forward-looking statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STREAFAAFFKPFAF
(END) Dow Jones Newswires
December 13, 2018 03:00 ET (08:00 GMT)
Phoenix (LSE:PHNX)
Historical Stock Chart
From Apr 2024 to May 2024
Phoenix (LSE:PHNX)
Historical Stock Chart
From May 2023 to May 2024