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

Publication and Posting of the Combined Circular and Prospectus

On 6 December 2019, Phoenix Group Holdings plc ("Phoenix" or the "Company" and, together with its subsidiaries from time to time, the "Group") announced the proposed acquisition of ReAssure Group plc ("ReAssure") (the "Acquisition"). Phoenix is pleased to announce that it has published a combined Class 1 circular and prospectus relating to the Acquisition (the "Circular and Prospectus"), which has been approved today by the UK Financial Conduct Authority (the "FCA").

The Circular and Prospectus will be made available on Phoenix's website at www.thephoenixgroup.com and will be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of the Circular and Prospectus containing notice of the General Meeting will be posted or e-mailed to Phoenix shareholders as soon as practicable in accordance with their applicable electronic communications preferences.

A General Meeting of Shareholders will be held at 10.00 a.m. on 13 February 2020 at Juxon House, 100 St. Paul's Churchyard, London EC4M 8BU, in order to approve certain resolutions in connection with the Acquisition.

The defined terms set out in the Circular and Prospectus apply in this announcement.

Enquiries

Investors:

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

Merrill Lynch International ("BofA Securities") (Lead Financial Advisor)

Matt Cannon, Arif Vohra, Fraser Allan, Oliver Elias, Tom Brown

+44 (0)20 7628 1000

Citigroup (Joint Financial Advisor)

David Wormsley, Nicolas Desombre, Sian Evans, Robert Redshaw, Henri Angelo

+44 (0)20 7986 4000

HSBC (Sole Sponsor, Corporate Broker and Joint Financial Advisor)

Anthony Parsons, Graeme Lewis, Simon Alexander, Sam Barnett, Andrew Hackney

+44 (0)20 7991 8888

Media:

Phoenix Group

Shellie Wells, Head of Corporate Communications

+44 (0)20 3735 0922

MaitlandNeil Bennett+44 (0)20 7379 5151

Phoenix Group Holdings plc LEI - 2138001P49OLAEU33T68

Important Notices

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change. A copy of the Circular and Prospectus will be available on the Company's website, provided that the Circular and Prospectus will not, subject to certain exceptions, be available to certain shareholders in certain restricted or excluded territories. The Circular and Prospectus will give further details of the Acquisition and all shareholders are advised to read the Circular and Prospectus in full.

This announcement is for information purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any shares nor any other securities in any jurisdiction. Shares will not be generally made available or marketed to the public in the UK or any other jurisdiction in connection with the Acquisition.

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.

BofA Securities, Citigroup and HSBC Bank plc (together, the "Banks"), each of which is authorised by the Prudential Regulatory Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA, are each acting for the Company and for no one else in connection with the Acquisition, and will not regard any other person as a client in relation to the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Acquisition, or any other matter, transaction or arrangement referred to in this announcement.

This announcement does not constitute a recommendation concerning any investor's decision or options with respect to the Acquisition. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder, none of the Banks nor any of their respective affiliates accepts any responsibility or liability whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Acquisition and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of the Banks and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Furthermore, each of the Banks and/or their affiliates provides various investment banking, commercial banking and financial advisory services from time to time to the Company.

No person has been authorised to give any information or to make any representations other than those contained in the Circular and Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Banks. Subject to the Listing Rules, the Prospectus Regulation Rules and the Disclosure Guidance and Transparency Rules of the FCA, the issue of this announcement shall not, in 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.