Phoenix Group Holdings plc
Indicative
Full Lot
Indicative price as of 18 Dec 2025, 12:00am
Bond Issuer
Phoenix Group Holdings plc
Guarantor
-
Announcement Date
20 Jan 2015
Issue Date
23 Jan 2015
Maturity Date
18 Dec 2025
Years to Maturity / Next Call
- / -
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
6.625
Coupon Type
Fixed
Annual Coupon Rate
6.625
Coupon Frequency
Annually
Seniority
Subordinated
Reference Rate
-
ISIN
XS1171593293
CUSIP
EK7102099
Bond Currency
GBP
Total Issue Size
428,113,000
Outstanding Issue Size
-
Min. Investment Quantity (Nominal)
GBP 100,000
Incremental Quantity (Nominal)
GBP 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Insurance
Issuer Credit Rating (S&P/ Fitch)
***/ A+
Bond Credit Rating (S&P/ Fitch)
***/ BBB+
Shariah Compliant
No
Exchange Listed
Others
Payment of interest on the Notes by the Issuer will be mandatorily deferred on each Regulatory Deficiency Interest Deferral Date. The Issuer, failing whom the Guarantor, shall notify the Noteholders, the Trustee and the Principal Paying Agent of any Regulatory Deficiency Interest Deferral Date in accordance with Condition 6(e) (provided that failure to make such notification shall not oblige the Issuer to make payment of such interest, or cause the same to become due and payable, on such date) and neither the Issuer nor the Guarantor shall have any obligation to make such payment on that date.
A certificate signed by two Directors of the Guarantor confirming that (i) a Regulatory Deficiency Interest Deferral Event has occurred and is continuing, or would occur if payment of interest on the Notes were to be made or (ii) a Regulatory Deficiency Interest Deferral Event has ceased to occur and/or payment of interest on the Notes would not result in a new or further Regulatory Deficiency Interest Deferral Event occurring, shall, in the absence of manifest error, be treated and accepted by the Issuer, the Guarantor, the Trustee, the Noteholders and all other interested parties as correct and sufficient evidence thereof and shall be binding on all such persons. The Trustee shall be entitled to rely absolutely on such certificate without liability to any person and without any obligation to verify or investigate the accuracy thereof.
Subject to Conditions 8(b) and 8(g)(ii) and to the satisfaction of the Solvency Condition, unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 18 December 2025 (the “Maturity Date”), together with any Arrears of Interest and any other accrued and unpaid interest to (but excluding) the Maturity Date.
8(b) Deferral of redemption date
No Notes shall be redeemed on the Maturity Date pursuant to Condition 8(a) or, prior to the Maturity Date, pursuant to Condition 8(d) or 8(e) if a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if redemption were made pursuant to this Condition 8.
If redemption of the Notes does not occur on the Maturity Date or, as the case may be, the date specified in the notice of redemption by the Issuer under Condition 8(d) or 8(e) as a result of Condition 8(b)(i) above or Condition 8(g)(ii) below, the Issuer shall (subject to Condition 8(g)(ii) and, in the case of (1) and (2) below, to satisfaction of the Solvency Condition) redeem the Notes at their principal amount together with any Arrears of Interest and any other accrued and unpaid interest up to (but excluding) the date fixed for redemption, upon the earliest of:
(1) the date falling 10 Business Days after the date the Regulatory Deficiency Redemption Deferral Event has ceased (unless on such 10th Business Day a further Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or redemption of the Notes on such date would result in a new or further Regulatory Deficiency Redemption Deferral Event occurring, in which case the provisions of Condition 8(b)(i) and this Condition 8(b)(iii) will apply mutatis mutandis to determine the due date for redemption of the Notes); or
(2) the date falling 10 Business Days after the relevant regulatory approval for redemption of both the Notes (where such approval is required under the Relevant Rules) and any Tier 2 On- Loan is received; or
(3) the date on which a Guarantor Winding Up occurs.
"Regulatory Deficiency Redemption Deferral Event" means:
(i) any event (including, without limitation, where an Insolvent Insurer Winding-up has occurred and is continuing or any event which causes any Solvency Capital Requirement applicable to the Issuer, the Guarantor, the Insurance Group Parent Entity, any Subsidiary of the Insurance Group Parent Entity, the Insurance Group Borrower or the Insurance Group to be breached and such Insolvent Insurer Winding-up or, as the case may be, such breach is an event) which under the Relevant Rules means that (a) the Issuer must defer or suspend redemption of the Notes, (b) the Guarantor would, if it were the issuer of the Notes, be required to defer or suspend redemption of the Notes and/or (c) the Insurance Group Borrower would be required to suspend or defer redemption of the Notes if the Notes were issued by the Insurance Group Borrower, and qualified as Tier 2 Capital of the Insurance Group Borrower and/or the Insurance Group (and, for the avoidance of doubt, where these Conditions provide for mandatory deferral of redemption if a Regulatory Deficiency Redemption Deferral redemption (or a redemption payment in respect thereof) were to be made, such redemption shall be deferred if a Regulatory Deficiency Redemption Deferral Event would occur as a result of payment of the relevant redemption amounts by any of the Issuer, the Guarantor or (on the basis referred to in (c) above and disregarding, for this purpose only, any Corresponding Payment made or to be made by it under the Tier 2 On-Loan) the Insurance Group Borrower);
