NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
24 October 2016
Results of General Meeting
Phoenix Group Holdings (the "Company") is pleased to announce that, at the General Meeting held earlier today at 1st Floor, 32 Commercial Street, St Helier, Jersey, JE2 3RU, Channel Islands, all Resolutions regarding the proposed acquisition of Abbey Life and the associated Rights Issue, details of which were set out in the Notice of General Meeting included in the prospectus and circular dated 4 October 2016 (the "Prospectus"), were duly passed by a vote on a show of hands.
Details of the proxy votes received in relation to each of the Resolutions are as follows:
Description of Resolution |
Votes for |
Votes against |
Discretion |
Votes withheld1 |
1. Ordinary Resolution to approve the proposed acquisition of Abbey Life |
178,712,245 (99.99%)2 |
6,251 (0.01%) |
2,179 (0.00%) |
820,928 |
2. Ordinary Resolution to grant the directors authority to allot relevant shares in connection with the Rights Issue |
178,685,285 (99.98%) |
32,506 (0.02%) |
2,179 (0.00%) |
821,633 |
1 A vote withheld is not a vote in law and is not counted in the votes for and against a Resolution.
2 Percentage figures are shown to two decimal places.
Completion of the Acquisition remains subject to certain conditions and further updates will be made in due course. For further details, please refer to the Prospectus, which is available on the Company's website www.thephoenixgroup.com (subject to certain exceptions in relation to persons located in a Restricted Territory or Excluded Territory) and for inspection during normal business hours on any Business Day, free of charge, at 1st Floor, 32 Commercial Street, St. Helier, Jersey, JE2 3RU, Channel Islands.
Copies of the Resolutions have been submitted to the National Storage Mechanism in accordance with rule 9.6.2 of the Listing Rules and will be available for inspection shortly at www.morningstar.co.uk/uk/nsm and www.thephoenixgroup.com.
Applications have been made to the UK Listing Authority for 144,727,282 New Shares (calculated on the basis of the number of Shares in issue as at 20 October 2016, being the Record Date for entitlements under the Rights Issue) to be admitted to listing on the premium listing segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading, nil paid, on the main market for listed securities at 8.00 a.m. (London time) on 25 October 2016. 144,722,989 New Shares (calculated on the basis of the number of Shares in issue as at 28 September 2016, being the date of announcement of the Acquisition and the Rights Issue) will be issued under authority granted by the Resolutions at today's General Meeting and a further 4,293 New Shares (calculated on the basis of the number of additional Shares issued, including as a result of the exercise of options, between 28 September 2016 and the Record Date) will be issued under existing authorities granted to the Directors at the Company's Annual General Meeting on 11 May 2016.
Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders (subject to certain exceptions in relation to persons located in a Restricted Territory or Excluded Territory).
It is expected that Admission will take place, and that dealings in the New Shares (nil paid) will commence, at 8.00 a.m. (London time) on 25 October 2016. CREST stock accounts of qualifying CREST Depositary Interest Holders are expected to be credited with Nil Paid Rights as soon as practicable after 8.00 a.m. (London time) on 25 October 2016. The latest date for acceptance and payment in full for the Rights Issue is 11.00 a.m. (London time) on 8 November 2016.
Terms used in this announcement shall have the same meanings as set out in the Prospectus.
Enquiries
Investors/Analysts:
Sam Perowne, Head of Investor Relations, Phoenix Group
+44 (0) 20 3735 0021
Media:
Neil Bennett, Tom Eckersley, Maitland
+44 (0) 20 7379 5151
Important Notices
This announcement has been issued by and is the sole responsibility of the Company. This announcement is not a circular or a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights, New Shares or Depositary Interests referred to in this announcement except on the basis of the information contained in the Prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. A copy of the Prospectus is available on the Company's website and from the Company's principal place of business at 1st Floor, 32 Commercial Street, St. Helier, Jersey JE2 3RU, Channel Islands, provided that the Prospectus is not, subject to certain exceptions, available to certain shareholders in certain restricted or excluded territories. The Prospectus gives further details of the Acquisition and the Rights Issue.
This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in, and should not be distributed, forwarded to or transmitted in or into, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of local securities laws or regulations.
The Nil Paid Rights, the Fully Paid Rights, the New Shares, the Depositary Interests and the Provisional Allotment Letters in connection with the Rights Issue have not been and will not be registered under the US Securities Act of 1933, as amended (the "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 Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of any securities in the United States.
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. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letters should not, subject to certain exceptions, be distributed, forwarded to or transmitted in or into the United States, Australia, Canada, Japan, South Africa or any other restricted or excluded territories or any jurisdiction where to do so would be unlawful.
This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Acquisition or the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.
HSBC Bank plc ("HSBC"), Morgan Stanley & Co. International plc ("Morgan Stanley") and J.P. Morgan Securities plc (which conducts its UK investment banking business as "J.P. Morgan Cazenove"), each of which is authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority ("FCA"), Commerzbank Aktiengesellschaft, London Branch ("Commerzbank"), which is authorised under German Banking Law by BaFin (the Federal Financial Supervisory Authority) and is authorised and subject to limited regulation by the PRA and the FCA in the United Kingdom, and Natixis, which is regulated in France by ACPR and the AMF and supervised by the European Central Bank (together, the "Underwriters"), are each acting for the Company and for no one else in connection with the Acquisition and the Rights Issue, and will not regard any other person as a client in relation to the Acquisition and the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Acquisition, the Rights Issue or any other matter, transaction or arrangement referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA or the regulatory regime established thereunder, none of the Underwriters nor any of their respective affiliates accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition or the Rights Issue and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Underwriters and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Underwriters and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and the Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, HSBC, Morgan Stanley, J.P. Morgan Cazenove, Commerzbank or Natixis. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.
Each of the Underwriters and/or their respective affiliates, acting as investors for their own accounts, may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares, the Depositary Interests and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Underwriters and their respective affiliates do not propose to make any public disclosure in relation to such transactions.
