Phoenix Group Holdings Regulatory News (PHNX)

-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

Completion of acquisition of Standard Life Assurance

Phoenix Group Holdings ("Phoenix" or the "Company") is pleased to announce the completion of the acquisition of Standard Life Assurance from Standard Life Aberdeen plc (the "Acquisition").

CEO of Phoenix, Clive Bannister, said: "I am delighted that we have completed the acquisition of Standard Life Assurance and I would like to extend a warm welcome to our new colleagues joining Phoenix. This deal will result in Phoenix becoming Europe's largest consolidator of heritage life funds, and the ongoing Strategic Partnership with Standard Life Aberdeen plc will provide additional growth opportunities. This strategically and financially compelling transaction supports our vision to be Europe's Leading Life Consolidator."

The Company is also pleased to announce that, with effect from Completion, Barry O'Dwyer and Campbell Fleming, both nominated by Standard Life Aberdeen plc, have been appointed non-executive directors of the Company. There are no additional disclosures required in respect of these appointments under paragraph 9.6.13R of the Listing Rules, save for those made in the Company's previous announcement of 25 June 2018 (RNS number: 3200S).

As the Acquisition constitutes a reverse takeover under the Listing Rules, admission of the Company's ordinary shares to the premium listing segment of the Official List and to trading on the LSE's main market for listed securities will be cancelled at 8.00 a.m. on 3 September 2018. Applications have been made to the UKLA and the LSE for (i) admission of the 144,114,450 ordinary shares issued to Standard Life Aberdeen plc as part consideration for the Acquisition and (ii) re-admission of the Company's existing 577,036,477 ordinary shares, to the premium listing segment of the Official List of the UKLA and to trading on the LSE's main market for listed securities ("Re-admission"). It is expected that Re-admission will become effective at 8.00 a.m. on 3 September 2018.

Capitalised terms used in this announcement have the meanings set out in the Circular and Prospectus or the Supplementary Prospectus, which are available on Phoenix's website at www.thephoenixgroup.com. 

Enquiries

Investors/Analysts:

PhoenixClaire Hawkins, Head of Investor Relations+44 (0)20 3735 0575

HSBC (Sponsor)

Graeme Lewis, Simon Alexander, Richard Fagan

+44 (0)20 7991 8888

Media:

MaitlandAndy Donald, Vikki Kosmalska+44 (0)20 7379 5151

Phoenix

Shellie Wells, Head of Corporate Communications

+44 (0)20 3735 0922 / +44 (0)7872 414137

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.

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 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 Supplementary Prospectus should not 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.

HSBC Bank plc, 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 for no one else in connection with the arrangements described in the Circular and Prospectus and the Supplementary Prospectus and will not regard any other person as a client in relation to the arrangements described in the Circular and Prospectus and the Supplementary Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the arrangements referred to in the Circular and Prospectus and the Supplementary Prospectus.

No person has been authorised to give any information or to make any representations other than those contained in the Circular and Prospectus and the Supplementary Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company or HSBC. 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, under 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.