TIDMPHNX
RNS Number : 6956L
Phoenix Group Holdings
04 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Publication and Posting of the Combined Circular and
Prospectus
Further to the announcement made on 28 September 2016 regarding
the proposed acquisition of Abbey Life Assurance Company Limited
("ALAC"), Abbey Life Trustee Services Limited and Abbey Life Trust
Securities Limited (together "Abbey Life"), Phoenix Group Holdings
("Phoenix" or the "Company" and, together with its subsidiaries,
the "Group"), is pleased to announce that the combined Class 1
Circular and Prospectus (the "Circular and Prospectus") relating to
the acquisition of Abbey Life (the "Acquisition") and to the fully
underwritten rights issue (the "Rights Issue") to raise gross
proceeds of approximately GBP735 million to part finance the
Acquisition, has been approved by the UK Listing Authority.
Copies of the Circular and Prospectus will be posted to Phoenix
shareholders by no later than 5 October 2016. The Acquisition is
subject to the approval of Phoenix shareholders, and accordingly,
the Circular and Prospectus contains a notice convening a general
meeting of the Company, which is to be held at 10.00 a.m. on 24
October 2016 at 1(st) Floor, 32 Commercial Street, St. Helier,
Jersey JE2 3RU, Channel Islands. Shareholders may appoint a proxy
by completing the form of proxy enclosed with the Circular and
Prospectus. Alternatively, proxy appointments may be completed
electronically. The procedures and timings for the appointment of a
proxy are set out in the notes to the notice of the general meeting
at the back of the Circular and Prospectus.
As part of the Circular and Prospectus, Phoenix today also
announced the expected timetable for the Rights Issue, with the key
dates as follows:
Expected timetable for the Rights Issue (1) (2)
Publication of the Circular and Prospectus, 4 October 2016
the notice of the general meeting,
the form of proxy and letter of instruction
Record date for entitlements under close of business
the Rights Issue on 20 October
2016
Latest time and date for receipt 10.00 a.m. on
of forms of proxy 20 October 2016
General meeting 10.00 a.m. on
24 October 2016
Date of despatch of provisional allotment 24 October 2016
letters (to qualifying non-CREST
shareholders only(3) )
Dealings in new shares, nil paid, 8.00 a.m. on
commence on the London Stock Exchange 25 October 2016
Nil paid rights credited to stock As soon as practicable
accounts in CREST (qualifying depositary after 8.00 a.m.
interest holders only) on 25 October
2016
Nil paid rights and fully paid rights As soon as practicable
enabled in CREST after 8.00 a.m.
on 25October
2016
Shares marked ex-rights 25 October 2016
Recommended latest time for requesting 11.00 a.m. on
withdrawal of nil paid rights or 2 November 2016
fully paid rights from CREST (i.e.,
if your nil paid rights or fully
paid rights are in CREST and you
wish to convert them into certificated
form)
Latest time and date for depositing 11.00 a.m. on
renounced provisional allotment letters, 3 November 2016
nil paid or fully paid, into CREST
or for dematerialising nil paid rights
into a CREST stock account
Latest time and date for splitting 11.00 a.m. on
provisional allotment letters 4 November 2016
Latest time and date for acceptance 11.00 a.m. on
and payment in full and registration 8 November 2016
of renounced provisional allotment
letters
Expected date of announcement of 9 November 2016
results of the Rights Issue
New depositary interests credited by no later than
to CREST stock accounts (uncertificated 9 November 2016
holders only(3) ) and dealings in
the new shares to commence on the
London Stock Exchange fully paid
Despatch of definitive share certificates by no later than
for new shares in certificated form 15 November 2016
(to qualifying Non-CREST shareholders
only(3) )
Notes:
(1) The times and dates set out in the expected timetable of
principal events above and mentioned throughout the Circular and
Prospectus, by announcement through a Regulatory Information
Services, and in the provisional allotment letter may be adjusted
by the Company, in which event details of the new dates will be
notified to the Financial Conduct Authority (the "FCA") and to the
London Stock Exchange and, where appropriate, to Shareholders.
(2) References to times in this announcement are to London
time.
(3) Subject to certain restrictions relating to persons with
registered addresses in, or who are citizens, residents or
nationals of jurisdictions outside the United Kingdom.
The Circular and Prospectus will be made available on Phoenix's
website www.thephoenixgroup.com and will be submitted to the
National Storage Mechanism, where they will be available for
inspection at www.morningstar.co.uk/uk/NSM. Copies of the Circular
and Prospectus will also be available for inspection during normal
business hours on any Business Day, free of charge, at the
Company's principal place of business at 1(st) Floor, 32 Commercial
Street, St. Helier, Jersey JE2 3RU, Channel Islands.
Enquiries
Investors/Analysts:
Sam Perowne, Head of Investor Relations, Phoenix Group
+44 (0) 20 3735 0021
Media:
Neil Bennett, Tom Eckersley, Maitland
+44 (0) 20 7379 5151
Important Notices
This announcement has been issued by and is the sole
responsibility of the Company. This announcement is not a circular
or a prospectus but an advertisement and investors should not
acquire any nil paid rights, fully paid rights or new shares or
depositary interests referred to in this announcement except on the
basis of the information contained in the Circular and Prospectus.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. The
information in this announcement is subject to change. A copy of
the Circular and Prospectus will be available on the Company's
website and from the Company's principal place of business at 1st
Floor, 32 Commercial Street, St. Helier, Jersey JE2 3RU, Channel
Islands, provided that the Circular and Prospectus will not,
subject to certain exceptions, be available to certain shareholders
in certain restricted or excluded territories. The Circular and
Prospectus will give further details of the Acquisition and the
Rights Issue.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for any securities in any jurisdiction. No
offer or invitation to purchase or subscribe for, or any
solicitation to purchase or subscribe for, any securities will be
made in the United States, Australia, Canada, Japan or South Africa
or any other jurisdiction in which such an offer or solicitation is
unlawful. The information contained in this announcement is not for
release, publication or distribution to persons in, and should not
be distributed, forwarded to or transmitted in or into, the United
States, Australia, Canada, Japan, South Africa or any other
jurisdiction where to do so might constitute a violation of local
securities laws or regulations.
The nil paid rights, the fully paid rights, the new shares and
depositary interests and the provisional allotment letters in
connection with the Rights Issue have not been and will not be
registered under the US Securities Act of 1933, as amended (the
"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 Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of any securities in the United States.
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. In particular, subject to
certain exceptions, this announcement, the Circular and Prospectus
and the provisional allotment letters should not, subject to
certain exceptions, be distributed, forwarded to or transmitted in
or into the United States, Australia, Canada, Japan, South Africa
or any other restricted or excluded territories or any jurisdiction
where to do so would be unlawful.
This announcement does not constitute a recommendation
concerning any investor's decision or options with respect to the
Acquisition or the Rights Issue. The price and value of securities
can go down as well as up. Past performance is not a guide to
future performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
HSBC Bank plc ("HSBC"), Morgan Stanley & Co. International
plc ("Morgan Stanley") and J.P. Morgan Securities plc (which
conducts its UK investment banking business as "J.P. Morgan
Cazenove"), each of which is authorised by the Prudential
Regulation Authority ("PRA") and regulated in the United Kingdom by
the PRA and the FCA, Commerzbank Aktiengesellschaft, London Branch
("Commerzbank"), which is authorised under German Banking Law by
BaFin (the Federal Financial Supervisory Authority) and is
authorised and subject to limited regulation by the PRA and the FCA
in the United Kingdom, and Natixis, which is regulated in France by
ACPR and the AMF and supervised by the European Central Bank
(together, the "Underwriters"), are each acting for the Company and
for no one else in connection with the Acquisition and the Rights
Issue, and will not regard any other person as a client in relation
to the Acquisition and the Rights Issue and will not be responsible
to anyone other than the Company for providing the protections
afforded to their respective clients, nor for providing advice in
connection with the Acquisition, the Rights Issue or any other
matter, transaction or arrangement referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Underwriters by the FSMA or the regulatory
regime established thereunder, none of the Underwriters nor any of
their respective affiliates accepts any responsibility or liability
whatsoever and makes no representation or warranty, express or
implied, for the contents of this announcement, including its
accuracy, fairness, sufficiency, completeness or verification or
for any other statement made or purported to be made by it, or on
its behalf, in connection with the Company or the Acquisition or
the Rights Issue and nothing in this announcement is, or shall be
relied upon as, a promise or representation in this respect,
whether as to the past or future. Each of the Underwriters and
their respective affiliates accordingly disclaims to the fullest
extent permitted by law all and any responsibility and liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement. Furthermore, each of the
Underwriters and/or their affiliates provides various investment
banking, commercial banking and financial advisory services from
time to time to the Company.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, when published, the Circular and Prospectus and, if given or
made, such information or representations must not be relied on as
having been authorised by the Company, HSBC, Morgan Stanley, J.P.
Morgan Cazenove, Commerzbank or Natixis. Subject to the Listing
Rules, the Prospectus Rules and the Disclosure Guidance and
Transparency Rules of the FCA, the issue of this announcement shall
not, in any circumstances, create any implication that there has
been no change in the affairs of the Company since the date of this
announcement or that the information in it is correct as at any
subsequent date.
Each of the Underwriters and/or their respective affiliates,
acting as investors for their own accounts, may, in accordance with
applicable legal and regulatory provisions, engage in transactions
in relation to the nil paid rights, the fully paid rights, the new
shares and/or related instruments for their own account for the
purpose of hedging their underwriting exposure or otherwise. Except
as required by applicable law or regulation, the Underwriters and
their respective affiliates do not propose to make any public
disclosure in relation to such transactions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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October 04, 2016 12:41 ET (16:41 GMT)
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