Intention to Vary the T&Cs of £500m RT1 Notes

Phoenix Group Holdings plc notice of intention to vary the terms and conditions of its £500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes
(ISIN: XS1802140894) 

Notice is hereby given to Citibank N.A. London Branch in its capacity as trustee and principal paying agent, and to the holders of the £500,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Write Down Notes issued by Phoenix Group Holdings plc (the "Issuer") (the "Notes") that the Issuer intends to vary the terms and conditions of the Notes (the "Conditions") such that they will constitute Qualifying Securities for the purpose of the Conditions with effect from 27 October 2020 (the "Variation"). This follows the occurrence of a Tax Event under limb (f) of that definition on 30 June 2019 following the revocation of the Taxation of Regulatory Securities Regulations 2013 (SI 2013/3209), as amended.

The Variation will be effected by the Issuer pursuant to Condition 8(g)(ii) of the Notes to provide for automatic conversion of the Notes into PGH shares upon the occurrence of a Trigger Event (as defined in the Conditions). A copy of the Conditions, as they will be amended following the Variation, is set out here:

http://www.rns-pdf.londonstockexchange.com/rns/0747A_1-2020-9-24.pdf

In connection with the Variation, the Issuer intends to delist the Notes currently listed on the official list of the United Kingdom Financial Conduct Authority and admitted to trading on the regulated market of the London Stock Exchange plc. The Notes are expected to be listed on the official list of the Irish Stock Exchange plc, trading as Euronext Dublin and admitted to trading on the global exchange market on 27 October 2020.

Enquiries

Investors/analysts:
Rashmin Shah, Group Treasurer, Phoenix Group

+44 (0) 20 3735 0059, [email protected]

Claire Hawkins, Corporate Affairs and Investor Relations Director, Phoenix Group
+44 (0)20 3735 0575. [email protected]

Media:
Andy Donald and Vikki Kosmalska, Maitland

+ 44 (0)20 7379 5151, [email protected]

Shellie Wells, Head of Corporate Communications, Phoenix Group

+44 (0)203 735 0922, [email protected]

LEI: 2138001P49OLAEU33T68

Notes

1.   This notice does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for or otherwise acquire any securities.