Phoenix Grp.29 Regulatory News (71WW)

ReAssure Group plc

5 August 2019

ReAssure announces the acquisition of the Quilter UK Heritage book, continuing to demonstrate its growth credentials

ReAssure Group plc ('ReAssure'), a leading UK closed book life insurance consolidator, has agreed to acquire the UK Heritage business of Quilter plc ('Quilter') for a total consideration of £425 million.

Transaction highlights

·; £12 billion of assets, increasing total assets under administration to £81 billion1

·; Over 0.2 million customer policies, predominantly UK unit linked pensions and investments, to be extracted onto ReAssure's proprietary platform (ALPHA), bringing the total policy count to 4.5 million2

·; Transaction will generate substantial synergies and increases future surplus generation

·; Funded from ReAssure's own resources and significantly exceeds internal return requirements

·; Includes administration of European customers3, paving the way for future integration of European businesses

·; The transaction is expected to be completed by the end of 2019, subject to regulatory approval

Mark Hodges, Chief Executive Officer of ReAssure, commented:

"I am delighted to announce our latest acquisition. We have a long history of value creating transactions and today's announcement is further evidence of our ability to grow our business.

We provide an attractive solution to vendors who value our expertise, execution capability and that we have a strong track record in customer service.

Today's acquisition is a win for all stakeholders. Customers will migrate onto our ALPHA platform and receive excellent service, Quilter have execution certainty and our shareholders will benefit from substantial synergies and attractive returns.

This transaction further confirms that our business is well positioned to benefit from the significant and structurally growing market opportunity in closed books. Our deal pipeline is attractive and we will continue to focus on our growth strategy".

1 Includes £28 billion Legal & General assets at 31 December 2018 on a pro forma basis

2 Includes 1.0 million Legal & General Mature Savings policies at 31 December 2018 on a pro forma basis

3 Approximately 10,000 policies in Sweden, Norway and Germany to be transferred in due course to Ark Life, a subsidiary of ReAssure based in Ireland

Notes to editors:

1. Further details on the transaction

·; Transaction to be structured as an acquisition of the legal entity of Old Mutual Wealth Life Assurance Limited and its subsidiary Old Mututal Wealth Pensions Trustees Limited

·; Around 300 employees will transfer to ReAssure on completion

·; ReAssure was advised on the transaction by Evercore Partners International LLP

2. ReAssure Group plc

ReAssure is a leading closed book life insurance consolidator in the UK. With £69 billion1 of assets under administration, it is the sixth largest life insurance group in the UK. The group focuses exclusively on the acquisition and management of closed book life insurance policies, with a mission to secure and improve customer outcomes for its 4.3 million1 policyholders.

3. Forward looking statements

This announcement may contain certain forward-looking statements, including as to plans, goals, trends and expectations relating to future financial condition, performance and results, which describe ReAssure's current expectations of future events based on certain assumptions, and include any statement that does not directly relate to a historical fact or current fact. By their nature, forward-looking statements involve uncertainty and unknown risks because they relate to future events and circumstances which are beyond ReAssure's control, including, among others, UK domestic and global economic and business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory and governmental authorities, the impact of competition, the timing impact of these events and other uncertainties of future acquisitions or combinations within relevant industries. As a result, the group's actual future condition, performance and results may differ materially from the plans, goals and expectations set out in these forward-looking statements and persons reading this announcement should not place undue reliance on forward looking statements. These forward-looking statements are made only as at the date on which such statements are made and ReAssure does not undertake to update or revise forward-looking statements contained in this announcement or any other forward-looking statement it may make.

4. Further information

ReAssure Group plc

Laura Doyle, Head of Investor Relations +44 (0) 20 7039 9199

Email: Investor.Relations@reassure.co.uk

Brunswick Group

Charles Pretzlik and Eilis Murphy +44 (0) 20 7404 5959

1 At 31 December 2018, pro forma for the L&G transaction