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Friends Life 2011

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Friends Life 2011 Prospectus dated 18 April 2011 Friends Provident Holdings (UK) plc (incorporated in England and Wales with limited liability with registered number 06986155) £500,000,000 8.25 per cent. Fixed Rate Subordinated Notes due 2022 guaranteed by Friends Provident Life and Pensions Limited (incorporated in England and Wales with limited liability with registered number 04096141) The £500,000,000 8.25 per cent. Fixed Rate Subordinated Notes due 2022 guaranteed by Friends Provident Life and Pensions Limited (the ‘‘Guarantor’’) (the ‘‘Subordinated Notes’’) will be issued by Friends Provident Holdings (UK) plc (the ‘‘Issuer’’) on or about 21 April 2011 (the ‘‘Issue Date’’). Subject to satisfaction of the Issuer Solvency Condition (as defined herein) and to no Regulatory Deficiency Interest Deferral Event (as defined herein) having occurred, payments of interest on the Subordinated Notes will be made annually in arrear on 21 April in each year. The first payment will be made on 21 April 2012. Payments on the Subordinated Notes or under the Guarantee will be made without deduction for or on account of taxes of the United Kingdom to the extent described under ‘‘Terms and Conditions of the Subordinated Notes — 9. Taxation’’. Unless previously redeemed or purchased and cancelled, the Subordinated Notes will mature on 21 April 2022 (the ‘‘Maturity Date’’) and shall, subject to the satisfaction of the Issuer Solvency Condition and to no Regulatory Deficiency Redemption Deferral Event having occurred, be redeemed on the Maturity Date. Prior to any notice of redemption before the Maturity Date or any substitution, variation or purchase of the Subordinated Notes, the Issuer will be required to have complied with regulatory rules on notifications to, or consent from, (in either case, if and to the extent required) the UK Financial Services Authority (the ‘‘FSA’’) and to be in continued compliance with Regulatory Capital Requirements (as defined herein) applicable to it. Subject to that, and to satisfaction of the Issuer Solvency Condition and to no Regulatory Deficiency Redemption Deferral Event having occurred, the Subordinated Notes may be redeemed at the option of the Issuer upon the occurrence of certain specified events relating to taxation or to a Regulatory Event at their principal amount together with any accrued but unpaid interest to (but excluding) the date of redemption and any Arrears of Interest (as defined herein) and as otherwise more particularly described in ‘‘Terms and Conditions of the Subordinated Notes — 6 Redemption, Substitution, Variation and Purchase’’. The making of payments by the Guarantor under the Guarantee are subject to the satisfaction of certain conditions as more particularly described in ‘‘Terms and Conditions of the Subordinated Notes’’. The Subordinated Notes will be direct, unsecured and subordinated obligations of the Issuer and will, in the event of the winding-up of the Issuer or in the event of an administrator of the Issuer being appointed and giving notice that it intends to declare and distribute a dividend, be subordinated to the claims of all Senior Creditors (as defined herein) of the Issuer but shall rank at least pari passu with all other obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of any such capital constitute, Pari Passu Securities (as defined herein) and shall rank in priority to the claims of holders of all obligations of the Issuer which constitute, or would but for any applicable limitation on the amount of any such capital constitute, Junior Securities (as defined herein). The obligations of the Guarantor under the Guarantee (as defined herein) constitute direct, unsecured and subordinated obligations of the Guarantor and will, in the event of the winding-up of the Guarantor or in the event of an administrator of the Guarantor being appointed and giving notice that it intends to declare and distribute a dividend, be subordinated to the claims of all Guarantor Senior Creditors (as defined herein) but shall rank at least pari passu with all claims of holders of obligations of the Guarantor which constitute, or would but for any applicable limitation on the amount of any such capital constitute, Guarantor Pari Passu Securities (as defined herein) and all claims relating to a guarantee or similar undertaking given by the Guarantor of another person which constitute, or would but for any applicable limitation on the amount of such capital constitute, Guarantor Pari Passu Securities and shall rank in priority to the claims of holders of all obligations of the Guarantor which constitute, or would but for any applicable limitation on the amount of such capital constitute Guarantor Junior Securities (as defined herein) and all claims relating to a guarantee or similar undertaking given by the Guarantor of another person which would constitute, or would but for any applicable limitation on the amount of such capital constitute, Guarantor Junior Securities. Application has been made to the FSA in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘UK Listing Authority’’) for the Subordinated Notes to be admitted to the official list of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Subordinated Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References in this Prospectus to the Subordinated Notes being ‘‘listed’’ (and all related references) shall mean that the Subordinated Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The denomination of the Subordinated Notes shall be £100,000 and higher integral multiples of £1,000 up to and including £199,000. The Subordinated Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be issued in new global note form and will be delivered on or about 21 April 2011 to a common safekeeper (the ‘‘Common Safekeeper’’) for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). The Temporary Global Note will be exchangeable for interests recorded in the records of Euroclear and Clearstream, Luxembourg in a Permanent Global Note, without interest coupons, on or after a date which is expected to be 31 May 2011 upon certification as to non-US beneficial ownership. The Permanent Global Note will be exchangeable for definitive Subordinated Notes in bearer form in the denominations of £100,000 and higher integral multiples of £1,000 up to and including £199,000 not less than 60 days following the request of the Issuer or the holder in the limited circumstances set out in it. See ‘‘Summary of Provisions relating to the Subordinated Notes while in Global Form’’. Certain information in relation to the Issuer, the Guarantor and the Friends Life group (as defined herein) has been incorporated by reference into this Prospectus, as set out in the section headed ‘‘Documents Incorporated by Reference’’ on page 4 of this Prospectus. You should read the whole of this Prospectus and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors described in ‘‘Risk Factors’’ set out on pages 13 to 37 of this Prospectus, which you should read in full. The Subordinated Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the ‘‘Securities Act’’), and may not be offered or sold within the United States or to or for the account or benefit of US Persons (as defined in Regulation S under the Securities Act (‘‘Regulation S’’)). The Subordinated Notes are being offered and sold by the Joint Bookrunners only outside the United States to non-U.S. persons in compliance with Regulation S. For a description of certain restrictions on resale or transfer, see the section headed ‘‘Subscription and Sale’’ in this Prospectus. The Subordinated Notes are expected to be rated BBB by S&P, Baa2 by Moody’s and BBB+ by Fitch. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Capitalised terms used but not otherwise defined in this Prospectus shall have the meanings given to them in the section headed ‘‘Definitions’’ on pages 91 to 96 of this Prospectus. Joint Lead Bookrunners Barclays Capital RBC Capital Markets This document comprises a prospectus for the purposes of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and for the purpose of giving information with regard to the Issuer and its subsidiaries, including the recently acquired AXA UK Life Business (as defined herein) and BHA (as defined herein), taken as a whole (the ‘‘Friends Life group’’), the Guarantor and the Subordinated Notes which according to the particular nature of the Issuer, the Guarantor, the Subordinated Notes and the Guarantee, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Guarantor. The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of each of the Issuer and the Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’ on page 4 of this Prospectus).
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