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Phoenix Group Holdings plc. - Tender Offer 2024 (XS) - Launch

Phoenix Group Holdings plc announces Tender Offers and New Issue - XS2106524262 - XS2182954797

05 JUNE 2024


Full announcements, including disclaimers and restrictions available via Lonse

Scroll below for information on previous offers related to this Issuer


Phoenix Group Holdings plc (the "Company") announces that it is inviting eligible holders (the "Noteholders") of its U.S.$750,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (of which U.S.$750,000,000 remains outstanding) (ISIN: XS2106524262) (the "RT1 Notes") and its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (of which U.S.$350,000,000 remains outstanding) (ISIN: XS2182954797) (the "Tier 2 Notes" and, together with the RT1 Notes, the "Notes") to tender their outstanding Notes for purchase by the Company for cash up to a maximum aggregate principal amount to be determined as set out below and as more fully described in the tender offer memorandum dated 5 June 2024 (the "Tender Offer Memorandum") (each an "Offer" and together the "Offers"). The Company also announces its intention to issue new fixed rate reset perpetual restricted tier 1 contingent convertible notes (the "New Notes"), subject to market conditions.

 

The purpose of the Offers and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's expected redemption profile. The Offers provide a liquidity event and (subject to the issue of the New Notes) concurrent reinvestment opportunity for Noteholders.


* The Company reserves the right to increase or decrease the Maximum Acceptance Amount at its sole and absolute discretion and may accept significantly more or less of the Tier 2 Notes than the amount implied by the difference between (i) the Maximum Acceptance Amount and (ii) the aggregate principal amount of RT1 Notes tendered and accepted for purchase.


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Phoenix Group Holdings plc announces Final Results and Pricing of Offers - XS1171593293 - XS2182954797

05 DECEMBER 2023


Full announcements, including disclaimers and restrictions available via Lonse


"Phoenix Group Holdings plc (the "Company") now announces the final results and pricing of its invitations made to the holders (the "Noteholders") of its outstanding £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the "Notes") as described in the tender offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each such invitation an "Offer" and together the "Offers").


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 Offers was 16:00 (London time) on 4 December 2023. The pricing of the Offer for the Sterling Notes took place at or around 11:00 (London time) today.


The Company hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the satisfaction or waiver of the Financing Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, validly tendered Notes for purchase pursuant to the Offers, in an aggregate principal amount of approximately £350,000,000 (equivalent). The Company further announces that the aggregate principal amount of each Series accepted for purchase (each a "Series Acceptance Amount") will be as set out in the table below.


Pricing of the Offer for the Sterling Notes is also set out in the table below.




Subject to the satisfaction (or waiver) of the Financing Condition, payment of the relevant Purchase Price and the relevant Accrued Interest Payment in respect of the Notes accepted for purchase by the Company will occur on the Settlement Date for the Offers which is expected to be 7 December 2023.


Notes purchased by the Company pursuant to the Offers will be cancelled by the Company and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offers will remain outstanding, subject to their existing terms and conditions."


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Phoenix Group Holdings plc prices new Tier 2 Notes issuance and announces Maximum Acceptance Amount for its tender offer - XS1171593293 - XS2182954797

28 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Lonse



"Phoenix Group Holdings plc (the "Company") announces today that it has priced an issuance of £350,000,000 Fixed Rate Reset Tier 2 Notes due 2053 (the "New Notes"). The New Notes will bear interest at the rate of 7.750 per cent. per annum to (but excluding) 6 December 2033, payable semi-annually in arrear. Subject to certain conditions, the Company may redeem the New Notes on any date from (and including) 6 June 2033 to (and including) 6 December 2033. The New Notes are expected to be issued by the Company on 6 December 2023 for an issue price of 99.282 per cent. of their principal amount.


With reference to the invitations made to eligible holders of its outstanding £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the "Notes") as described in the tender offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each such invitation an "Offer" and together the "Offers"), the Company also announces that, following the pricing of the New Notes, the Maximum Acceptance Amount (which is the maximum aggregate principal amount of Notes to be accepted for purchase pursuant to the Offers) in respect of the Offers is £350,000,000 in aggregate principal amount of Notes. For these purposes, the principal amount of the U.S.$ Notes to be accepted for purchase pursuant to the relevant Offer will be converted into pounds sterling at the U.S.$ FX Rate (as further described in the Tender Offer Memorandum).


The Company reserves the right, in its sole and absolute discretion and for any reason, to significantly increase or significantly decrease or waive the Maximum Acceptance Amount or to accept significantly more or less Notes than the Maximum Acceptance Amount. The Company will announce the results of the Offers on 5 December 2023."


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Phoenix Group Holdings plc announces Tender Offers and New Issue - XS1171593293 - XS2182954797

27 NOVEMBER 2023


Full announcements, including disclaimers and restrictions available via Lonse


"Phoenix Group Holdings plc (the "Company") announces that it is inviting eligible holders (the "Noteholders") of its £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the "Notes") to tender their Notes for purchase by the Company for cash up to a maximum aggregate principal amount to be determined as set out below and as more fully described in the tender offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each an "Offer" and together the "Offers"). The Company also announces its intention to issue new sterling-denominated fixed rate reset tier 2 notes (the "New Notes").

 

The purpose of the Offers and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's expected redemption profile. The Offers provide a liquidity event and (subject to the issue of the New Notes) concurrent reinvestment opportunity for Noteholders.



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