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 SECURITIES 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 PROPOSED SCHEME REFERRED TO BELOW.
For immediate release
28 November 2018
Phoenix Group Holdings
(the "Company" or "Old Phoenix")
Results of Scheme General Meeting and Court Meeting held on 28 November 2018
On 2 November 2018, the Board of the Company announced a proposed scheme of arrangement pursuant to section 86 of the Cayman Islands Companies Law (2018 Revision) (the "Companies Law") (the "Scheme") relating to the corporate restructuring of Old Phoenix and including a related reduction of capital under sections 14 to 16 of the Companies Law. A circular setting out the full details of the Scheme (including notices of the Court Meeting and Scheme General Meeting) (the "Scheme Circular") was sent to Old Phoenix Shareholders and Old Phoenix DI Holders on 2 November 2018. Capitalised terms used in this announcement but not defined shall have the meaning given to them in the Scheme Circular.
Today, two meetings of the Company's shareholders were held at Juxon House, 100 St. Paul's Churchyard, London, United Kingdom, EC4M 8BU in connection with the Scheme and related matters. The first meeting was a meeting, convened by an Order of the Grand Court of the Cayman Islands made on 31 October 2018 in Cause Number FSD 162 of 2018 (RMJ) (the "Court Meeting") to approve the Scheme. The second meeting was a general meeting of the Company (the "Scheme General Meeting") to approve certain matters related to the Scheme (including the proposed reduction of capital of the Company under the Scheme) and also, on a confirmatory basis, the proposed reduction of capital of Phoenix Group Holdings plc ("New Phoenix").
Results of the Court Meeting
The Company is pleased to announce that, at the Court Meeting held earlier today to approve the proposed Scheme, the resolution approving the Scheme was passed by the requisite majority on a poll.
The result of the poll taken at the Court Meeting of Old Phoenix Shareholders (including as instructed by Old Phoenix DI Holders) is set out as follows:
Present and Voting |
Voted For the Scheme |
Voted Against the Scheme |
How Present |
No. of Old Phoenix Shareholders |
No. of Old Phoenix Shares Represented |
No. of Old Phoenix Shareholders |
No. of Old Phoenix Shares Represented |
No. of Old Phoenix Shareholders |
No. of Old Phoenix Shares Represented |
No. |
% of those present and voting |
No. |
% of those present and voting |
In Person |
2 |
995 |
2 |
995 |
100.00% |
0 |
0 |
0.00% |
By Proxy |
418 |
549,609,556 |
410 |
549,583,130 |
99.99% |
8 |
26,426 |
0.01% |
Total |
420 |
549,610,551 |
412 |
549,584,125 |
99.99% |
8 |
26,426 |
0.01% |
Accordingly, the resolution approving the Scheme at the Court Meeting was passed by a majority in number (specifically 98.10%) representing at least seventy-five per cent in value (specifically 99.99%) of those present and voting at the Court Meeting in person or by proxy.
A vote was withheld on a total of 5,148 Old Phoenix Shares and Old Phoenix Depositary Interests.
Results of the Scheme General Meeting
At the Scheme General Meeting also held earlier today, the Company's shareholders passed each of the special and ordinary resolutions by the requisite majorities on a poll. The full text of each resolution is contained in the Notice of Scheme General Meeting.
The total number of votes cast for each resolution is set out in the table below. There were 8 shareholders at the meeting. The Company's issued share capital as at today is 721,188,767 and the number of votes per share is one.
|
VOTES
FOR |
VOTES
AGAINST |
VOTES
TOTAL |
% of ISC VOTED |
VOTES
WITHHELD |
Resolution 1 To approve the Scheme proposed by Old Phoenix to its shareholders and certain connected matters with respect to the implementation of the Scheme including, amongst others: a. the share capital of Old Phoenix be reduced by cancelling and extinguishing all the ordinary shares in Old Phoenix ("Capital Reduction"); b. immediately after such Capital Reduction taking effect, the issuance of new ordinary shares by Old Phoenix to New Phoenix in the same number equal to the aggregate number of shares cancelled by way of Capital Reduction; c. the amendment to the articles of association of Old Phoenix to facilitate with the successful implementation of the Scheme |
549,793,054 (99.99%) |
45,234 (0.01%) |
549,838,288 |
76.24% |
8,030 |
Resolution 2 To approve the reduction of capital of New Phoenix |
549,787,597 (99.99%) |
46,491 (0.01%) |
549,834,088 |
76.24% |
12,230 |
Resolution 3 To approve the adoption by New Phoenix of the New Phoenix Long-Term Incentive Plan |
547,390,210 (99.58%) |
2,328,273 (0.42%) |
549,718,483 |
76.22% |
127,834 |
Resolution 4 To approve the adoption by New Phoenix of the New Phoenix Deferred Bonus Share Scheme |
547,518,749 (99.60%) |
2,192,223 (0.40%) |
549,710,972 |
76.22% |
135,345 |
Resolution 5 To approve the adoption by New Phoenix of the New Phoenix Sharesave Scheme |
548,962,566 (99.86%) |
750,537 (0.14%) |
549,713,103 |
76.22% |
133,215 |
Resolution 6 To approve the adoption by New Phoenix of the New Phoenix Share Incentive Plan |
549,653,084 (99.99%) |
66,983 (0.01%) |
549,720,067 |
76.22% |
126,251 |
Resolution 7 To approve the adoption by New Phoenix of the New Phoenix Irish Share Incentive Plan |
548,959,396 (99.86%) |
760,671 (0.14%) |
549,720,067 |
76.22% |
126,251 |
Resolution 8 To approve the adoption by New Phoenix of the New Phoenix Irish Sharesave Scheme |
549,649,599 (99.99%) |
65,087 (0.01%) |
549,714,686 |
76.22% |
131,632 |
Completion of the Scheme
In addition, completion of the Scheme remains subject to the sanction of the Court, the hearing in respect of which is expected to take place on 5 December 2018. Further details of the remaining expected timetable are set out below:
Event__________________________________________________________ |
Time/date(1) |
|
|
Cayman Islands Court Hearing to sanction the Scheme and to confirm the Old Phoenix Reduction of Capital |
5 December 2018 |
Last day of dealings in, and for registration of transfers of Old Phoenix Depositary Interests |
12 December 2018 |
Depositary Interest facility terminated and Old Phoenix DI Holders entered on the Register |
6:30 p.m. on 12 December 2018 |
Scheme Record Time |
8:00 p.m. on 12 December 2018 |
Scheme Effective Date |
8:15 p.m. on 12 December 2018 |
Cancellation of listing of Old Phoenix Shares, New Phoenix Shares admitted to the Official List, and dealings in New Phoenix Shares commence on the London Stock Exchange |
8:00 a.m. on 13 December 2018 |
Crediting of New Phoenix Shares in uncertificated form to CREST accounts |
As soon as possible after 8:00 a.m. on 13 December 2018 |
English Court Hearing to sanction the New Phoenix reduction of capital |
18 December 2018 |
New Phoenix reduction of capital becomes effective |
18 December 2018 |
Despatch of New Phoenix Share certificates for New Phoenix Shares in certificated form |
No later than 24 December 2018 |
|
Note: |
(1) |
All dates and times are (unless otherwise stated) the relevant time and date in London, United Kingdom. The dates and times given are indicative only and will depend, amongst other things, on the date and time at which the court order sanctioning the Scheme is delivered to the Cayman Islands Registrar of Companies and the date upon which the Court sanctions the Scheme. Old Phoenix or New Phoenix (as applicable) will give notice of any change by issuing an announcement through a Regulatory Information Service. |
|
|
|
Copies of the resolutions passed at the Court Meeting and the Scheme General Meeting will be submitted to the National Storage Mechanism, where they will be available for inspection at http://www.morningstar.co.uk/uk/NSM.
- Ends -
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 the Company.
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 the Company and New 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 the Company and New 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 the Company, New 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, the Company 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.
