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Prospectus Dated 6 November 2012 Friends Life Group

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Prospectus Dated 6 November 2012 Friends Life Group Prospectus dated 6 November 2012 Friends Life Group plc (incorporated in England and Wales with limited liability with registered number 06986155) US$575,000,000 7.875 per cent. Reset Perpetual Subordinated Notes guaranteed by Friends Life Limited (incorporated in England and Wales with limited liability with registered number 04096141) The US$575,000,000 7.875 per cent. Reset Perpetual Subordinated Notes guaranteed by Friends Life Limited (the “Guarantor”) (the “Subordinated Notes”) will be issued by Friends Life Group plc (the “Issuer”) on or about 8 November 2012 (the “Issue Date”). Subject to satisfaction of the Issuer Solvency Condition (as defined herein), to no Regulatory Deficiency Interest Deferral Event (as defined herein) having occurred and unless the Issuer exercises its option to defer interest payments, payments of interest on the Subordinated Notes will be made semi-annually in arrear on 8 May and 8 November in each year. The first payment will be made on 8 May 2013. Payments on the Subordinated Notes or under the Guarantee (as defined herein) 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”. The Subordinated Notes have no fixed redemption date and the Issuer shall only have the right to redeem the Subordinated Notes in certain circumstances. Prior to any notice of redemption 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 (in the case of a redemption only) 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 on 8 November 2018 or on any Interest Payment Date thereafter or upon the occurrence of certain specified events relating to taxation or to a Regulatory Event (as defined herein) 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 is 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, in the event of the winding-up of the Issuer (subject as provided in the Conditions) or in the event of an administrator of the Issuer being appointed and giving notice that it intends to declare and distribute a dividend, there shall be payable by the Issuer in respect of the Subordinated Notes (in lieu of any other payment by the Issuer) such amount, if any, that would have been payable in respect thereof as if, on the day immediately before the commencement of the winding-up and thereafter, the Noteholders were the holders of preference shares (as at the date thereof) in the capital of the Issuer ranking pari passu with the holders of the most senior ranking class of issued preference shares of the Issuer, if any, and any other Pari Passu Securities (as defined herein) of the Issuer then outstanding, junior to its Senior Creditors (as defined herein) and in priority to all holders of its Junior Securities (as defined herein), assuming that the holders of such preference shares were entitled to receive on a return of capital in such winding-up an amount equal to the unpaid principal amount of the Subordinated Notes or other amounts due and payable and unpaid on redemption of the Subordinated Notes, together with any unpaid Arrears of Interest and any other interest that has accrued and is unpaid in respect of the Subordinated Notes. 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 (subject as provided in the Conditions) or in the event of an administrator of the Guarantor being appointed and giving notice that it intends to declare and distribute a dividend, there shall be payable by the Guarantor in respect of the Subordinated Notes (in lieu of any other payment by the Guarantor) such amount, if any, that would have been payable in respect thereof as if, on the day immediately before the commencement of the winding-up and thereafter, the Noteholders were the holders of preference shares (as at the date thereof) in the capital of the Guarantor ranking pari passu with the holders of the most senior ranking class of issued preference shares of the Guarantor, if any, and any other Guarantor Pari Passu Securities (as defined herein) then outstanding, junior to the Guarantor Senior Creditors (as defined herein) and in priority to all Guarantor Junior Creditors (as defined herein), assuming that the holders of such preference shares were entitled to receive on a return of capital in such winding-up an amount equal to the amount payable to the Noteholders under the Guarantee (as defined herein). 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 European Council on markets in financial instruments. The denomination of the Subordinated Notes shall be US$200,000 and higher integral multiples of US$1,000 up to and including US$399,000. The Subordinated Notes will initially be represented by a temporary global note (the “Temporary Global Note”), without interest coupons, which will be issued in new global note form and will be delivered on or about 8 November 2012 to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société 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 (the “Permanent Global Note”), without interest coupons, on or after a date which is expected to be 18 December 2012 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 US$200,000 and higher integral multiples of US$1,000 up to and including US$399,000 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 pages 5 to 6 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 the section entitled “Risk Factors” set out on pages 14 to 43 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. The contents of this Prospectus have been not been reviewed by any regulatory authority in Hong Kong or Singapore. You are advised to exercise caution in relation to the contents of this document. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice. For a description of certain restrictions on resale or transfer, see the section headed “Selling Restrictions” in this Prospectus. The Subordinated Notes are expected to be rated BBB by Standard and Poor’s Credit Market Services Europe Limited (“S&P”) and BBB+ by Fitch Ratings Limited (“Fitch”). The Issuer is rated BBB (long term counterparty credit rating) by S&P and A- (long term issuer default rating) by Fitch. The Guarantor is rated A- (insurance financial strength rating and long term counterparty credit rating) by S&P, A+ (insurance financial strength rating) and A (long term issuer default rating) by Fitch. Each of S&P and Fitch is established in the European Union and registered under Regulation 1060/2009/EC of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
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