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 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

5 December 2018

Phoenix Group Holdings

(the "Company" or "Old Phoenix")

Court Sanction of Scheme of Arrangement and Old Phoenix Reduction of Capital

Further to the announcements on 2 November 2018 and 28 November 2018 regarding proposals of the Company to introduce Phoenix Group Holdings plc ("New Phoenix"), a new company incorporated in England & Wales, as the new holding company of the Phoenix Group by means of a scheme of arrangement under section 86 of the Cayman Islands Companies Law (2018 Revision) (the "Companies Law") (the "Scheme"), the Company is pleased to announce that the Court has today made an Order sanctioning the Scheme and confirming the related cancellation of all of the existing Old Phoenix Shares by way of a reduction of capital under sections 14 to 16 of the Companies Law (the "Old Phoenix Reduction of Capital").

The Scheme will become effective on delivery of the Court Order to the Cayman Islands Registrar of Companies, and the Old Phoenix Reduction of Capital will become effective on the registration by the Cayman Islands Registrar of Companies of the Court Order and minute relating to the capital reduction, both of which are expected to take place on 12 December 2018.

Applications will be made to both the UK Listing Authority and London Stock Exchange for the cancellation of the Old Phoenix Shares listed on the premium segment of the Official List and cancellation of trading on the London Stock Exchange's main market, with effect from 8.00 a.m. (UK time) on 13 December 2018. Applications will be made by New Phoenix for the admission of its ordinary shares to the premium listing segment of the Official List and admission to trading on the main market of the London Stock Exchange with effect from 8.00 a.m. (UK time) on 13 December 2018.

Scheme Shareholders holding Old Phoenix Shares in uncertificated form will receive as soon as reasonably practicable after 8.00 a.m. (UK time) on 13 December 2018 the New Phoenix Shares to which they are entitled through CREST. Scheme Shareholders holding Old Phoenix Shares in certificated form will be issued New Phoenix Shares in certificated form which will be dispatched no later than 24 December 2018.

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

Phoenix Group Debt InvestorsRashmin 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.