Phoenix Group Holdings Regulatory News (PHNX)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

23 June 2021

Result of Secondary Placing in Phoenix Group Holdings plc ("Phoenix" or the "Company")

Further to the announcement released on 22 June 2021, Swiss Re Finance Midco (Jersey) Limited (an entity wholly owned by Swiss Re Group) (the "Seller") announces that it has sold 66,199,917 ordinary shares (the "Placing Shares") in the share capital of Phoenix at a price of 660 pence per ordinary share (the "Placing"), raising gross proceeds of approximately £437 million. The Placing was conducted through an accelerated bookbuild.

Following the completion of the Placing, the Seller will hold 66,199,917 ordinary shares in the capital of the Company, representing approximately 6.6 per cent of the Company's entire issued share capital.

Merrill Lynch International ("BofA Securities"), Citigroup Global Markets Limited ("Citigroup") and HSBC Bank plc ("HSBC" and together with BofA Securities and Citigroup, the "Joint Bookrunners") acted as Joint Global Coordinators and Joint Bookrunners on the Placing.

The Seller has agreed that the remaining ordinary shares in Phoenix held by the Seller subsequent to the Placing are subject to a 90 day lock-up undertaking from closing of the Placing (subject to waiver by the Joint Bookrunners). The closing of the Placing is expected to occur on or around 25 June 2021.

As a result of the Seller's shareholding in Phoenix falling below 10 per cent, the relationship agreement which was entered into between Phoenix and the Seller in July 2020 in connection with the acquisition of ReAssure Group plc by Phoenix from the Seller will terminate and the Seller's representative on Phoenix's Board, Christopher Minter, will resign from his position with effect from closing of the Placing.

Phoenix was not a party to the Placing and will not receive any proceeds from the Placing.

Enquiries

BofA Securities +44 (0) 20 7628 1000

Jonathan Alpert

Ed Peel

James Palmer

Oliver Elias

Citigroup +44 (0) 20 7986 4000

Nicolas Desombre

Paddy Evans

Robert Redshaw

Naveen Mittel

HSBC +44 (0) 20 7991 8888

Richard Fagan

Armand de Vienne

Robert Baker

Pushpjit Singh Malik

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is not for publication, release or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, Japan, The Republic of South Africa or any other jurisdiction in which offers or sales would be prohibited by applicable law. The publication, release or distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. This announcement is not an offer of, or solicitation of an offer to buy, securities for sale in the United States, Australia, Canada, Japan or the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. No action has been taken by the Seller, the Joint Bookrunners or any of their affiliates to permit a public offering of the shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction.

The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States except pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. The publicly available information of the Company is not the responsibility of, and has not been independently verified by, the Seller, the Joint Bookrunners, or any of their respective affiliates.

In member states of the European Economic Area (the "EEA"), this announcement and the Placing are directed exclusively at persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 ("Qualified Investors"). In the United Kingdom this announcement and the Placing are directed exclusively at persons who are "qualified investors" within the meaning of the Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to herein as "Relevant Persons"). This announcement must not be acted on or relied on by persons in member states of the EEA who are not Qualified Investors and persons in the United Kingdom who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to persons in member states of the EEA who are Qualified Investors and persons in the United Kingdom who are Relevant Persons and will be engaged in only with such persons.

Each of the Joint Bookrunners are authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. Each of the Joint Bookrunners is acting exclusively for the Seller and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing and will not be responsible to anyone other than the Seller for providing the protections afforded to their respective clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Placing, any of the Joint Bookrunners and any of their respective affiliates, may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. In addition any of the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which any of the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of Placing Shares and other securities of the Company. The Joint Bookrunners 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 the Joint Bookrunners or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability for or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or sufficiency of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, 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 this announcement or its contents or otherwise arising in connection therewith.