NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA.
For Immediate Release
Phoenix Group Holdings
4 May 2017
Phoenix Group Holdings Announces Results of Offer to Purchase
Sterling Senior Debt
On 25 April 2017, Phoenix Group Holdings (the "Company") announced that it was inviting eligible holders (the "Bondholders") of its £300,000,000 5.75 per cent. Bonds due 2021 (the "Bonds") (ISIN: XS1081768738) to tender their Bonds for purchase by the Company for cash (the "Offer").
The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 25 April 2017 (the "Tender Offer Memorandum") prepared by the Company in connection with the Offer, and was subject to the offer and distribution restrictions set out in 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.
The Expiration Deadline for the Offer was 4:00 p.m. (London time) on 3 May 2017. As at the Expiration Deadline, the Company had received valid tenders for purchase of £178,390,000 in aggregate principal amount of Bonds. The Company has decided to accept all valid tenders of the Bonds.
The final determination of the Purchase Price in respect of the Bonds was made in accordance with standard market convention, at or around 11:00 a.m. (London time) today. The Sterling Benchmark Security Rate was determined as 0.276 per cent. and the Purchase Yield1 was determined as 2.188 per cent. (each shown, for the purposes of the announcement only, rounded to 3 decimal places). Accordingly, the resulting Purchase Price in respect of the Bonds will be 114.049 per cent (£114,049 for a Bondholder tendering £100,000 in aggregate principal amount of the Bonds). The Company will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer, as further described in the Tender Offer Memorandum.
The Settlement Date in respect of the Bonds accepted for purchase pursuant to the Offer is expected to be 5 May 2017. Following settlement of the Offer, £121,610,000 in aggregate principal amount of the Bonds will remain outstanding.
The acceptance for purchase by the Company of Bonds validly tendered pursuant to the Offer was at the sole discretion of the Company and remains subject to, among other conditions, the issuance by the Company (the "New Issue") of Sterling Denominated 4.125 per cent. Tier 3 Notes due 2022 to be consolidated and form a single series with the Company's existing £300,000,000 4.125 per cent. Tier 3 Notes due 2022 (the "Financing Condition"). On 25 April 2017, the Company priced £150,000,000 4.125 per cent Tier 3 notes due 2022 to be consolidated and form a single series with the Company's existing £300,000,000 4.125 per cent. Tier 3 Notes due 2022. Upon settlement, scheduled for 5 May 2017, such issuance would satisfy the Financing Condition.
Phoenix Group Holdings has retained Citigroup Global Markets Limited, J.P. Morgan Securities plc, Lloyds Bank plc, Merrill Lynch International and The Royal Bank of Scotland plc (trading as NatWest Markets) to act as the Dealer Managers, and Lucid Issuer Services Limited has been retained to act as Tender Agent for the Offer.
1 Calculated on an annualised basis.
REGULATORY INFORMATION AND DISCLAIMER
This announcement contains inside information.
The person responsible for arranging release of this announcement on behalf of the Company is Gerald Watson, Group Company Secretary.
This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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.
Certain statements in this announcement, including without limitation the expected settlement date of the Offer, are, or may be deemed to be, "forward-looking statements". These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation the precautionary statements included in this release and in the Tender Offer Memorandum, and those contained in the Company's filings with the United Kingdom Financial Conduct Authority's National Storage Mechanism, including without limitation the "Business review" section of the Company's 2016 Annual Report.
