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Not for Release, Publication Or Distribution to Any U.S NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW) PGH Capital Limited announces Exchange Offer for Existing Securities (ISIN: XS0235245205) issued by Pearl Group Holdings (No.1) Limited (formerly Resolution plc) 13 January 2015. PGH Capital Limited (“PGHC”) today announces its invitation to holders of the £500,000,000 6.5864 per cent. Fixed/Floating Rate Perpetual Reset Capital Securities (ISIN: XS0235245205) (the “Existing Securities”) issued by Pearl Group Holdings (No.1) Limited (formerly Resolution plc) (“PGH No.1”) to submit offers to exchange any or all of their Existing Securities for Sterling 6.625 per cent. Guaranteed Subordinated Notes due 2025 (the “New Notes”) to be issued by PGHC and guaranteed by Phoenix Group Holdings (“PGH”) on a subordinated basis (the “Exchange Offer”). The Exchange Offer is being made on the terms and subject to the conditions contained in the exchange offer memorandum dated 13 January 2015 (the “Exchange Offer Memorandum”) prepared by PGHC, and is subject to the offer and distribution restrictions set out below and as more fully described in the Exchange Offer Memorandum. Before making a decision whether to submit Offers for Exchange of Existing Securities for New Notes, Holders should carefully consider all of the information in the Exchange Offer Memorandum and in the Preliminary Prospectus (including documents incorporated by reference therein) and, in particular, the risk factors described therein. Copies of the Exchange Offer Memorandum are (subject to distribution restrictions) available from the Exchange Agent as set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the Exchange Offer Memorandum. Existing Securities Description of Type and ISIN Outstanding Coupon to First Coupon Principal Exchange Pool the Existing status principal First Call Call from First amount Ratio Factor Securities amount(1)(2) Date Date Call Date per (%) (%) (%) (%) Security £500,000,000 Tier 1 XS0235245205 £500,000,000 6.5864 25 6-month £50,000 103 85 6.5864 per cent. (subject to April sterling and integral Subordinated Fixed/Floating the Pool 2016 LIBOR + multiples to Tier 2 Rate Perpetual Factor) 2.73 of £1,000 capital of Reset Capital PGH No.1 (if Securities any) issued by PGH No.1 (1) As at 13 January 2015, subsidiaries of PGH beneficially held £36,460,000 in aggregate principal amount of Existing Securities (prior to application of the Pool Factor). While irrevocable undertakings to do so have not been requested, PGH understands that as at the date of the Exchange Offer Memorandum such subsidiaries intend to participate in the Exchange Offer in relation to their full holdings. (2) The outstanding principal amount noted above and the Exchange Ratio have been stated prior to the application of the Pool Factor. New Notes Status Currency Issuer Guarantor New Notes New Notes Denominations Call Dates Maturity Issue Price Coupon (%) (%) Subordinated Sterling PGHC PGH 100 6.625 Minimum Not 18 December £100,000 and applicable 2025 integral multiples of £1,000 in excess thereof Rationale for the Exchange Offer The purpose of the Exchange Offer is to efficiently manage the refinancing of the Existing Securities, which have a first call date on 25 April 2016, by exchanging them for the New Notes which will have a maturity date on 18 December 2025. The Exchange Offer continues the steps already taken to simplify and strengthen the Group’s capital structure, moving it towards a normalised structure with debt issuance being undertaken by a single entity, PGHC, guaranteed by PGH. The Exchange Offer provides the holders of the Existing Securities with the opportunity to exchange, at a premium to current secondary market levels, their existing holding for the New Notes. Optional redemption of the Existing Securities on the first call date in 2016 will be determined by a number of factors including the Group’s prevailing regulatory capital position and will be subject to PRA consent and notification requirements having been met. Based on the Group’s current interpretation of the transitional measures for own funds contained in the Solvency II Directive, as amended by the Omnibus II Directive, the Group believes that the Existing Securities will qualify for grandfathering as Tier 1 instruments on the Solvency II implementation date of 1 January 2016, for up to a maximum period of ten years. Details of the Exchange Offer Minimum Submission Amount and PGHC Cash Exit Discretion In order to be eligible to receive New Notes pursuant to the Exchange Offer, a Holder must validly submit an Offer for Exchange in respect of a principal amount of Existing Securities sufficient, following application of the Exchange Ratio and the Pool Factor, for such Holder to be eligible to receive, in exchange for such Existing Securities, a principal amount of New Notes equal to at least the minimum denomination of £100,000 (the “Minimum Submission Amount”). Based on an Exchange Ratio of 103 per cent. and a Pool Factor of 85 per cent., the Minimum Submission Amount is £115,000 in principal amount (before application of the Pool Factor) of Existing Securities. Subject to a Holder satisfying the Minimum Submission Amount condition, the principal amount of New Notes which each Holder whose Existing Securities are accepted by PGHC for exchange pursuant to the Exchange Offer will receive on the Settlement Date will equal the product of (a) the aggregate principal amount (before the application of the Pool Factor) of such Existing Securities accepted by PGHC for exchange, (b) the Exchange Ratio and (c) the Pool Factor. If, as a result of the application of the Exchange Ratio and Pool Factor, a Holder would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of £1,000, PGHC will pay (or procure that there is paid) in cash in Sterling to that Holder on the Settlement Date the Exchange Rounding Amount, which is the amount equal to the fractional portion of such aggregate principal amount that is not such an integral multiple (rounded to the nearest £0.01, with half a penny being rounded upwards). A Holder who validly Offers to Exchange Existing Securities having a principal amount of less than the Minimum Submission Amount will not be eligible to receive New Notes but instead will, if PGHC chooses in its sole discretion to exercise the PGHC Cash Exit Discretion, be eligible to receive on the Settlement Date the Cash Exit Amount. The PGHC Cash Exit Discretion is exercisable wholly in the discretion of PGHC, and is intended to enable participation in the Exchange Offer by Holders who, due to operation of the Minimum Submission Amount requirement, would otherwise hold an insufficient principal amount of Existing Securities to participate in the Exchange Offer in respect of those Existing Securities. Holders should note that multiple Electronic Exchange Instructions submitted by or on behalf of a Beneficial Owner where any one or more of such Electronic Exchange Instructions are for principal amounts of Existing Securities which are less than the Minimum Submission Amount may be treated by the Issuer as invalid and may be rejected or aggregated by PGHC in its sole discretion. Each Electronic Exchange Instruction in respect of a principal amount of Existing Securities which is less than the Minimum Submission Amount must name the Beneficial Owner of those Existing Securities in order to be valid. Electronic Exchange Instructions relating to principal amounts equal to or greater than the Minimum Submission Amount do not need to identify the relevant Beneficial Owner. Accrued Interest Payment On the Settlement Date, PGHC will also pay (or procure to be paid) to Holders whose Offers for Exchange of Existing Securities are accepted (whether for New Notes or under the PGHC Cash Exit Discretion) a cash amount in Sterling equal to the amount of accrued interest in respect of the Existing Securities accepted for exchange from (and including) the Coupon Payment Date immediately preceding the Settlement Date to (but excluding) the Settlement Date, calculated in accordance with (and subject to any rounding adjustments as provided under) the Existing Securities Conditions, whether or not the conditions for their payment have been satisfied (the “Accrued Interest Payment”). Exchange Ratio and Pool Factor The principal amount of New Notes that each Holder whose Existing Securities are accepted for exchange for New Notes pursuant to the Exchange Offer will receive on the Settlement Date will be calculated by reference to: (i) the aggregate principal amount (before the application of the Pool Factor) of the relevant Existing Securities validly Offered for Exchange by such Holder (and accepted for exchange for New Notes by PGHC); (ii) the Exchange Ratio; and (iii) the Pool Factor. New Notes Issue Price and New Notes Coupon The New Notes Issue Price will be 100 per cent. The New Notes Coupon will be 6.625 per cent. Existing Securities not exchanged or accepted Holders who do not participate in the Exchange Offer (including any Holder that is not eligible to participate in the Exchange Offer or the PGHC Cash Exit Discretion, including if the Beneficial Owner or any Direct Participant is a Sanctions Restricted Person or is otherwise ineligible as a result of the exchange offer and distribution restrictions referred to in “Exchange Offer and Distribution Restrictions” or otherwise), or whose Existing Securities are not accepted for exchange by PGHC for New Notes or pursuant to the PGHC Cash Exit Discretion, will continue to hold their Existing Securities on and subject to the Existing Securities Conditions.
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