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Important Notice Not for Distribution to Any U.S IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. NOTHING HEREIN CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER OR PENSION INSURANCE CORPORATION GROUP LIMITED. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This Offering Memorandum has been delivered or made available to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing the Offering Memorandum, you shall be deemed to have confirmed and represented to us that (a) you understand and agree to the terms set out herein, (b) you consent to delivery of the Offering Memorandum by electronic transmission, (c) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in 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) or the District of Columbia and (d) if you are a person in the United Kingdom, that you are a person who (i) is an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (ii) may lawfully be delivered this Offering Memorandum. This Offering Memorandum has been distributed or made available to you in an electronic form. You are reminded that documents made available or transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of Pension Insurance Corporation plc, Pension Insurance Corporation Group Limited, HSBC Bank plc, J.P. Morgan Securities plc or NatWest Markets Plc nor any person who controls any such person or any director, officer, employee, agent or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed or made available to you in electronic format and the hard copy version made available to you on request from Pension Insurance Corporation plc, HSBC Bank plc, J.P. Morgan Securities plc or NatWest Markets Plc. OFFERING MEMORANDUM DATED 23 JULY 2019 Pension Insurance Corporation plc (Incorporated with limited liability in England and Wales with Registered no.05706720) £450,000,000 7.375 per cent. Fixed Rate Reset Perpetual Restricted Tier 1 Contingent Convertible Notes Issue price: 100 per cent. The £450,000,000 7.375 per cent. Reset Perpetual Restricted Tier 1 Contingent Convertible Notes (the “Notes”) will be issued by Pension Insurance Corporation plc (“PIC” or the “Issuer”) and constituted by a trust deed to be dated on or about 25 July 2019 (as amended or supplemented from time to time, the “Trust Deed”) between, among others, the Issuer and the Trustee (as defined in “Terms and Conditions of the Notes” (the “Conditions”, and references herein to a numbered “Condition” shall be construed accordingly)). The Notes will bear interest from 25 July 2019 (the “Issue Date”) to (but excluding) 25 July 2029 (the “First Call Date”) at a rate of 7.375 per cent. per annum and thereafter at a fixed rate of interest which will be reset on the First Call Date and on each fifth anniversary of the First Call Date thereafter (each a “Reset Date”), payable (subject to cancellation as provided below and as described in the Conditions) semi-annually in arrear on 25 January and 25 July in each year (each an “Interest Payment Date”) commencing on 25 January 2020. The Issuer may elect at any time to cancel (in whole or in part) any payment of interest otherwise scheduled to be paid on an Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel in full an interest payment upon the occurrence of a Mandatory Interest Cancellation Event (as defined in the Conditions) with respect to that interest payment. Any interest accrued in respect of an Interest Payment Date which falls on or after the date on which the Trigger Event (as defined in the Conditions) occurs shall also be cancelled. The cancellation of any interest payment shall not constitute a default for any purpose on the part of the Issuer. Any interest payment (or part thereof) which is cancelled in accordance with the Conditions shall not become due and payable in any circumstances. Payments in respect of the Notes will be made without withholding or deduction for, or on account of, taxes of the Relevant Jurisdiction (as defined in the Conditions, and currently being the United Kingdom), unless such withholding or deduction is required by law. If any such withholding or deduction is made in respect of payments of interest (but not in respect of any payments of principal), additional amounts may be payable by the Issuer, subject to certain exceptions as are more fully described in the Conditions. The Notes will be perpetual securities with no fixed redemption date. The Issuer shall only have the right to redeem or purchase the Notes in accordance with the Conditions. Holders of the Notes (“Noteholders”) will have no right to require the Issuer to redeem or purchase the Notes at any time. Subject to the Regulatory Clearance Condition (as defined in the Conditions) having been satisfied, and to compliance with the other Redemption and Purchase Conditions (as defined in the Conditions), the Notes may be redeemed at the option of the Issuer (i) on the First Call Date or any Reset Date thereafter or (ii) at any time in the event that 80 per cent. or more of the principal amount of the Notes have been purchased and cancelled by the Issuer (or any of its Subsidiaries), in each case at their principal amount plus accrued interest (if any). Upon the occurrence of certain specified events relating to taxation or upon the occurrence of (or if there will occur in the forthcoming period of six months) a Capital Disqualification Event or a Ratings Methodology Event (each as defined in the Conditions), the Issuer may redeem the Notes at their principal amount plus accrued interest (if any) or substitute the Notes for, or vary the terms of the Notes such that the Notes become or remain, Qualifying Securities (as defined in the Conditions) or Rating Agency Compliant Securities (as defined in the Conditions), in each case subject to satisfaction of the Regulatory Clearance Condition (as defined in the Conditions) and to compliance with the other Redemption and Purchase Conditions, as more fully described in the Conditions. UPON THE OCCURRENCE OF A TRIGGER EVENT THE NOTES WILL BE IRREVOCABLY CONVERTED INTO ORDINARY SHARES OF THE ISSUER AT THE PREVAILING CONVERSION PRICE (AS DEFINED IN THE CONDITIONS). FOLLOWING CONVERSION, NOTEHOLDERS MAY RECEIVE CONVERSION SHARES ISSUED BY THE CONVERSION SHARES ISSUER (WHICH MAY BE CONSTITUTED BY ORDINARY SHARES OF THE ISSUER OR AN ENTITY OTHER THAN THE ISSUER), AS MORE FULLY DESCRIBED IN THE CONDITIONS. With effect from the Conversion Date (as defined in the Conditions) no Noteholder will have any rights against the Issuer with respect to the repayment of principal or interest in respect of the Notes. The Notes are not convertible at the option of the Noteholders at any time. The Notes will be direct, unsecured and subordinated obligations of the Issuer, ranking pari passu and without preference amongst themselves, 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 in the Conditions) of the Issuer. The Notes will be issued in registered form in denominations of £200,000 and integral multiples of £1,000 in excess thereof. 2 MiFID II professionals/ECPs-only / No PRIIPs KID / PI Instrument – Manufacturer target market (Directive 2014/65/EU (as amended, “MiFID II”)) is eligible counterparties and professional clients only (each as defined in MiFID II) (all distribution channels). No Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) key information document (“KID”) has been prepared as the Notes are not available to retail investors in the European Economic Area (the “EEA”, as defined in MiFID). The Notes are further not intended to be sold and should not be sold to retail clients in the EEA, per the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or superseded, the “PI Instrument”).
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