TIDMPHNX
RNS Number : 3203K
Phoenix Group Holdings PLC
13 December 2018
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 SCHEME
REFERRED TO BELOW.
For immediate release
13 December 2018
Phoenix Group Holdings
(the "Company" or "Old Phoenix")
Scheme Effective Date and Cancellation of Old Phoenix Shares
The Company announces that the Order of the Court sanctioning
the scheme of arrangement under section 86 of the Cayman Islands
Companies Law (2018 Revision), pursuant to which Phoenix Group
Holdings plc ("New Phoenix") was introduced as the new ultimate
holding company of the Phoenix Group (the "Scheme") and confirming
the associated reduction of capital of the Company, was delivered
to the Cayman Islands Registrar of Companies on 12 December
2018.
The Scheme was therefore effective on 12 December 2018, as a
result of which each holder of Old Phoenix Shares received one New
Phoenix Share for every Old Phoenix Share held by them at the
Scheme Record Time save that one fewer New Phoenix Share shall be
allotted and issued to each of the holders of the New Phoenix
Subscriber Shares who are also Old Phoenix Shareholders, to reflect
the shareholding in New Phoenix they acquired upon its
incorporation. Therefore, the total issued ordinary share capital
of New Phoenix is 721,194,230 ordinary shares of 10 pence each.
The listing of the Old Phoenix Shares on the premium segment of
the Official List will be cancelled and the Old Phoenix Shares will
cease to be admitted to trading on the London Stock Exchange's main
market for listed securities with effect from 8.00 a.m. (UK time)
today. Accordingly, admission of the New Phoenix Shares to the
premium segment of the Official List of the UK Listing Authority
and the commencement of dealings in the New Phoenix Shares on the
London Stock Exchange will occur at 8.00 a.m. (UK time) today.
Capitalised terms used but not defined in this announcement have
the meaning given to them in the circular issued by Old Phoenix on
2 November 2018.
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 and 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STREAFAAFEKPFAF
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