Phoenix Group Holdings plc. - Tender Offer - Launch

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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