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18 February 2013
Results of the Capital Raising
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
On 30 January 2013, Phoenix Group Holdings ("Phoenix") announced details of a capital raising, comprising firm equity placings and an open offer to raise aggregate gross proceeds of £250 million through the issuance of 50 million Phoenix new ordinary shares at 500 pence per share.
The capital raising comprises a first placing of 7.8 million Phoenix new ordinary shares and a second placing of 8.2 million Phoenix new ordinary shares each with certain Och-Ziff funds (the "Och-Ziff Funds"), representing in aggregate approximately 9.2% of Phoenix's current share capital and an open offer of 34 million Phoenix new ordinary shares to existing Phoenix ordinary shareholders who were entitled to apply to subscribe pro rata to their existing shareholdings. The open offer is fully underwritten by Deutsche Bank and J.P. Morgan Cazenove (the "Joint Underwriters") with the Och-Ziff Funds taking economic exposure to any open offer shares not taken up by shareholders entitled to participate in the open offer.
The open offer closed for acceptances at 11:00 a.m. on 15 February 2013. Phoenix announces that it has received valid acceptances in respect of 31,475,917 open offer shares from shareholders entitled to participate in the open offer. This represents approximately 92.6 per cent. of the open offer shares offered to shareholders entitled to participate in the open offer. The remaining 2,524,083 open offer shares, representing approximately 7.4 per cent. of the open offer shares, will be issued to the Joint Underwriters or affiliates thereof, who will enter into total return swaps, pursuant to which economic exposure to the open offer shares not taken up by shareholders entitled to participate in the open offer will pass to the Och-Ziff Funds. The total return swaps provide that they become effective upon admission of the open offer shares to the premium listing segment of the Official List of the Financial Services Authority (the "Official List") and to trading on the London Stock Exchange plc's main market for listed securities (the "Main Market") ("Admission").
The first placing remains conditional upon, amongst other things, the passing of the ordinary resolution by shareholders at the extraordinary general meeting of Phoenix to be held on 19 February 2013 (the "EGM"). The second placing and the open offer remain conditional upon, amongst other things, the passing of the ordinary resolution and the special resolution by shareholders at the EGM.
Application has been made to the Financial Services Authority in its capacity as the competent authority in the UK under the Financial Services and Markets Act 2000 for the Phoenix new ordinary shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange plc for the Phoenix new ordinary shares to be admitted to trading on the Main Market. Subject to certain conditions being satisfied, including the conditions referred to above, it is expected that the first placed shares and, if applicable, the second placed shares and the open offer shares will be issued on 21 February 2013 and that Admission of the first placed shares and, if applicable, the second placed shares and the open offer shares, will become effective, and that unconditional dealings therein will commence, on 21 February 2013.
Subject to satisfaction of the relevant conditions, the first placed shares and, if applicable, the second placed shares and open offer shares, are expected to be credited to the CREST stock accounts of uncertificated holders only at 8:00 a.m. on 21 February 2013 and despatch of definitive share certificates for the open offer shares in certificated form to non-CREST shareholders only is expected to take place by 28 February 2013.
Fiona Clutterbuck, Head of Corporate Development, Phoenix Group
+44 (0) 20 7489 4881
Neil Bennett, Maitland
Peter Ogden, Maitland
+ 44 (0) 20 7379 5151
Deutsche Bank AG, London Branch ("DB") and J.P. Morgan Securities plc ("JPM"), each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, are acting exclusively for Phoenix and no-one else in connection with the capital raising. They will not regard any other person as their respective clients in relation to the capital raising and will not be responsible to anyone other than Phoenix for providing the protections afforded to their respective clients, nor for providing advice in relation to the capital raising, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the capital raising, each of DB and JPM and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Phoenix new ordinary shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Phoenix new ordinary shares and other securities of Phoenix or related investments in connection with the capital raising or otherwise. DB and JPM do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of DB, JPM or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Phoenix or the Phoenix group, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
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