Phoenix Group Holdings Regulatory News (PHNX)

  27 May 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION IS UNLAWFUL.

Phoenix Group Holdings

Results of Placing

Phoenix Group Holdings (the "Company" and, together with its subsidiaries, the "Group") is pleased to announce the successful completion of the placing announced earlier today (the "Placing") in connection with the Group's proposed acquisition of

AXA Wealth's pensions and protection businesses (the "Acquisition").

A total of 22,542,000 new ordinary shares in the Company (the "Placing Shares") have been placed by HSBC Bank plc ("HSBC") and J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") at a price of 860.00 pence per Placing Share, (the "Placing Price") raising gross proceeds of approximately £193.9 million (before expenses).

The Placing Price represents a premium of 1.24 per cent. to the closing price on 26 May 2016 and a discount of 1.60 per cent. to the intra-day price at 9.54 a.m. (being the time the Placing Price was agreed). The net placing price of approximately 844.07 pence per Placing Share to be received by the Company after expenses directly attributable to the Placing represents a discount of approximately 3.42 per cent. to that intra-day price.

The Placing Shares represent approximately 9.99% of the Group's issued ordinary share capital prior to the Placing.

Following the Placing, the Company has agreed with the Underwriters to a lock-up ending 90 days after Admission, subject to customary exceptions and an exception for allotment and issue of shares as full or partial consideration for, or to finance, wholly or partially, acquisitions consistent with the Company's publicly disclosed strategy.

Applications have been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of London Stock Exchange plc (together "Admission"). It is expected that Admission will take place at 8.00 a.m. on 1 June 2016 at which time dealings in the Placing Shares will commence. The Placing is conditional, inter alia, upon Admission becoming effective not later than 8.00 a.m. on 1 June 2016 (or such later date as the Company, HSBC and J.P. Morgan Cazenove may otherwise agree) and upon the Placing Agreement becoming unconditional and not being terminated in accordance with its terms. The Placing is not conditional on the Acquisition.

Following Admission the total number of shares in issue in the Company will be 247,965,564.

Investors/analysts:Sam Perowne, Head of Investor Relations, Phoenix Group+44 (0)20 3735 0021

Media:Neil Bennett, Tom Eckersley, Jamie Dunkley, Maitland+44 (0)20 7379 5151

Joint Financial Advisers, Joint Corporate Brokers and Joint Bookrunners:

Graeme Lewis, Simon Alexander, Richard Fagan, HSBC

+44 (0)20 7991 8888

Mike Collar, Charles Pretzlik, James Robinson, J.P. Morgan Cazenove

+44 (0)20 7777 2000

Important notices

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities in any jurisdiction. Past performance is no guide to future performance and any investment decision to buy Placing Shares must be made solely on the basis of publicly available information. Persons needing advice should consult an independent financial adviser.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which the same would be unlawful. This announcement is for information only and does not contain or constitute an offer of, or the solicitation of an offer, to buy, sell, issue or acquire securities in the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which the same would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), in reliance on section 3(c)(7) thereof, and investors will not be entitled to the benefits of the Investment Company Act. The securities referred to herein may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and may not be held by persons whose holding of such securities might require registration of the Company as an investment company under the Investment Company Act. In considering an investment in the Placing Shares, investors should also be aware that the Company may be a "covered fund" within the meaning of Section 619 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Volcker Rule"). Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. Any failure to comply with these restrictions may constitute a violation of U.S., Australian, Canadian, Japanese or South African securities laws, as applicable. No public offer of the Company's securities is being or will be made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or elsewhere. No action has been taken by the Company, HSBC or J.P. Morgan Cazenove that would permit an offering of the securities referred to herein or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, HSBC and J.P. Morgan Cazenove to inform themselves about, and to observe, any such restrictions.

This announcement is only addressed to and directed at (A) persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended, the "Prospectus Directive") and any implementing measure in each relevant member state of the EEA ("Qualified Investors"); (B) persons in the United Kingdom who are Qualified Investors and who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (the "Order"); or (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (C) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any person in the EEA who initially acquires any Placing Shares in the expected offering or to whom any offer of Placing Shares is made will be deemed to have acknowledged and agreed that it is such a Qualified Investor. In the case of any Placing Shares acquired by a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in such offering have not been acquired on a non discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public other than their offer or resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Underwriters has been obtained to each such proposed offer or resale. The Company, HSBC and J.P. Morgan Cazenove and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This announcement is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by HSBC or J.P. Morgan Cazenove or by any of their respective affiliates or each of their respective agents, directors, officers, employees, advisers or any other person as to or in relation to, the accuracy or completeness of this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is hereby expressly disclaimed.

HSBC, which is authorised by the Prudential Regulatory Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA"), is acting for the Company in connection with the Placing and the Acquisition and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of HSBC or for providing advice in relation to the Placing, the Acquisition or any transaction, arrangement or other matter referred to in this announcement.

J.P. Morgan Cazenove, which is authorised by the PRA and regulated by the PRA and the FCA, is acting for the Company in connection with the Placing and the Acquisition and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Placing, the Acquisition or any transaction, arrangement or other matter referred to in this announcement.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.