Tender Offers and New Issue

Phoenix Group Holdings PLC

27 November 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (as defined in regulation s under THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (THE "UNITED STATES") OR in or into ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.

For Immediate Release

Phoenix Group Holdings plc

27 November 2023

Phoenix Group Holdings plc announces Tender Offers and New Issue

Phoenix Group Holdings plc (the "Company") announces that it is inviting eligible holders (the "Noteholders") of its £428,113,000 6.625 per cent. Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN: XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the "Notes") to tender their Notes for purchase by the Company for cash up to a maximum aggregate principal amount to be determined as set out below and as more fully described in the tender offer memorandum dated 27 November 2023 (the "Tender Offer Memorandum") (each an "Offer" and together the "Offers"). The Company also announces its intention to issue new sterling-denominated fixed rate reset tier 2 notes (the "New Notes").

The purpose of the Offers and the planned issuance of New Notes is, amongst other things, to proactively manage the Company's expected redemption profile. The Offers provide a liquidity event and (subject to the issue of the New Notes) concurrent reinvestment opportunity for Noteholders.

Description of the Notes	ISIN/ Common Code	Maturity Date	First Optional Redemption Date	Outstanding Principal Amount	Benchmark Security	Fixed Spread	Purchase Yield	Purchase Price	Maximum Acceptance Amount*
£428,113,000 6.625 per cent. Subordinated Notes due 2025	XS1171593293/117159329	18 December 2025	Not Applicable	£428,113,000	3.5 per cent. UK Government Gilt due 22 October 2025 (ISIN: GB00BPCJD880)	+115 basis points	Annualised sum of the mid-market yield of the Benchmark Security and the Fixed Spread to be calculated at Pricing Time	To be determined as set out in the Tender Offer Memorandum	Subject as set out in the Tender Offer Memorandum, an aggregate principal amount of Notes expected to be equal to the aggregate principal amount of the New Notes
U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031	XS2182954797/218295479	4 September 2031	4 June 2026	U.S.$500,000,000	Not Applicable	Not Applicable	Not Applicable	94.75 per cent.

* For the purposes of the Offers, the principal amount of the U.S.$ Notes accepted for purchase pursuant to the relevant Offer (if any) will be converted into pounds sterling at the U.S.$ FX Rate (as defined in the Tender Offer Memorandum).

The Offers are made on the terms and subject to the conditions contained in the Tender Offer Memorandum (as may be amended from time to time) prepared by the Company in connection with the Offers, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

Purchase Price and Accrued Interest Payment

In respect of Notes of each Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer, the Company will pay for such Notes, on the Settlement Date:

(i)    the relevant cash purchase price (in respect of each Series, the "Purchase Price") expressed as a percentage of the principal amount thereof:

(a)   in the case of the Sterling Notes accepted for purchase by the Company pursuant to the relevant Offer, to be determined at the Pricing Time by reference to the annualised sum (the "Purchase Yield") of the Fixed Spread and the Benchmark Security Rate; and

(b)   in the case of the U.S.$ Notes accepted for purchase by the Company pursuant to the relevant Offer, equal to 94.75 per cent. of the principal amount of the relevant U.S.$ Notes; and

(ii)   the relevant Accrued Interest Payment,

as further described in the Tender Offer Memorandum.

The final determination of the Purchase Price in respect of the Sterling Notes will be made in accordance with standard market convention (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), at or around 11:00 (London time) on the Business Day following the Expiration Deadline (the "Pricing Time"), such day expected to be 5 December 2023, and is intended to reflect a yield to maturity of the relevant Sterling Notes on the Settlement Date equal to the Purchase Yield. Specifically, the Purchase Price for the Sterling Notes will equal (a) the value of all remaining payments of principal and interest on the relevant Sterling Notes up to and including the maturity date for the relevant Sterling Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) the relevant Accrued Interest. The determination of the Purchase Price in respect of the Sterling Notes will, in the absence of manifest error, be final and binding on all parties.

Maximum Acceptance Amount

If the Company decides, in its sole and absolute discretion, to accept for purchase any validly tendered Notes pursuant to the Offers, it will accept for purchase one or more Series up to a maximum aggregate principal amount expected to be equal to the aggregate principal amount of the New Notes (as the same may be significantly increased or significantly decreased, the "Maximum Acceptance Amount") on the terms and subject to the satisfaction or waiver of the Financing Condition and the other conditions contained in the Tender Offer Memorandum. For the purposes of the Offers, the principal amount of the U.S.$ Notes accepted for purchase pursuant to the relevant Offer (if any) will be converted into pounds sterling at the U.S.$ FX Rate (being £1=U.S.$1.26000). The Company expects to announce the Maximum Acceptance Amount as soon as practicable following the pricing of the New Notes. The Company reserves the right, in its sole and absolute discretion, to significantly increase or significantly decrease, or to waive, the Maximum Acceptance Amount or to accept significantly more or less Notes than the Maximum Acceptance Amount for any reason as set out in the Tender Offer Memorandum.

Financing Condition

The Company intends to issue the New Notes, subject to market conditions. Whether or not the Company accepts for purchase any Notes validly tendered in the Offers and completes the Offers is subject, without limitation, to the successful issue (in the sole determination of the Company) of the New Notes (the "Financing Condition"). The Company reserves the right at any time to waive any or all of the conditions of the Offers (including the Financing Condition) as set out in the Tender Offer Memorandum.

Even if the Financing Condition is satisfied (or waived), the Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Company of Notes tendered pursuant to the Offers is at the sole discretion of the Company and tenders may be rejected by the Company for any reason. If the Company decides to accept Sterling Notes for purchase, it shall be under no obligation to accept U.S.$ Notes for purchase and vice versa.

Priority in Allocation of the New Notes

When considering the allocation of the New Notes, the Company may give preference to those Noteholders who, prior to such allocation, have given a firm intention to the Company or any Dealer Manager that they intend to tender their Notes pursuant to the Offers. Therefore, a Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Offers may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Notes, subject to the issue of the New Notes, the selling restrictions that are set out in the Prospectus and the final terms to be prepared in connection with the New Notes, and such Noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. However, the Company is not obliged to allocate any New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender its Notes pursuant to the Offers and, if any such New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Notes tendered by such Noteholder and accepted for purchase by the Company pursuant to the Offers. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being £100,000).

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline and each Noteholder therefore should provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offers and the quantum of Notes that it intends to tender if it wishes to be eligible to receive such priority in the allocation of the New Notes on the terms and subject to the conditions set out in this Tender Offer Memorandum.

Priority of Acceptance in the Offers for Noteholders Allocated in New Notes

A Noteholder that subscribes for, and that is allocated, New Notes in addition to tendering Notes for purchase pursuant to an Offer will receive (at the Company's sole and absolute discretion) priority of acceptance (a "Priority Acceptance") in the relevant Offer(s) through the use of an Acceptance Code (as defined in the Tender Offer Memorandum), subject to satisfaction of the conditions to the relevant Offer(s) (including the Financing Condition), subject to the Maximum Acceptance Amount and as otherwise set out below. Such priority will be given (at the Company's sole and absolute discretion) for an aggregate principal amount of Notes (taken as an aggregate amount across both Series) (such amount, a "Priority Acceptance Amount") equal to the aggregate principal amount of New Notes subscribed for by, and allocated to, the relevant Noteholder in the original distribution of the New Notes. In order to determine the Priority Acceptance Amount for U.S.$ Notes, the relevant aggregate principal amount of New Notes allocated to the relevant Holder (or portion of such amount, as applicable) shall be converted into U.S.$ at the U.S.$ FX Rate, and rounded down to the nearest U.S.$1,000. Priority of acceptance shall apply to both the Sterling Notes and the U.S.$ Notes (on an aggregated basis), and eligible Noteholders may elect to receive priority of acceptance in respect of either their Sterling Notes, their U.S.$ Notes or a combination thereof up to their respective Priority Acceptance Amount.

To receive Priority Acceptance, a Noteholder must follow the procedures detailed in the Tender Offer Memorandum, including making an application to subscribe for the New Notes to a Dealer Manager (in its capacity as joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of the relevant Dealer Manager, and submitting a valid Tender and Priority Acceptance Instruction including a valid Acceptance Code, as further described in the Tender Offer Memorandum. To contact the Dealer Managers to receive details of the process to obtain an Acceptance Code, Noteholders should use the contact details in this announcement.

Noteholders that wish to tender Notes for purchase pursuant to the Offer(s) but do not wish to subscribe for New Notes can submit a Tender Only Instruction. Any Tender and Priority Acceptance Instruction that does not correctly specify the details set out in the Tender Offer Memorandum will be deemed to be a Tender Only Instruction and no Priority Acceptance will be given in respect of such Tender Instruction.

A Noteholder that wishes to tender for purchase pursuant to the Offer(s) a greater principal amount of Notes (on an aggregate basis taking into account tenders from such Noteholder for both the Sterling Notes and the U.S.$ Notes) than the principal amount of New Notes (converted in whole or in part into U.S.$ at the U.S.$ FX Rate and such amount rounded down to the nearest U.S.$1,000, if applicable) that it has subscribed for and is allocated must complete separate (i) Tender and Priority Acceptance Instruction(s) for the principal amount of Notes it wishes to tender for purchase and in respect of which it has obtained Priority Acceptance and (ii) Tender Only Instruction(s), for the additional Notes it wishes to tender for purchase (in excess of the relevant Priority Acceptance Amount).

If any Noteholder that wishes to obtain Priority Acceptance submits a Tender and Priority Acceptance Instruction or Tender and Priority Acceptance Instructions that relate to a greater principal amount of Notes (on an aggregate basis taking into account tenders for such Noteholder of both the Sterling Notes and the U.S.$ Notes) than the principal amount of New Notes (converted in whole or in part into U.S.$ at the U.S.$ FX Rate and rounded down to the nearest U.S.$1,000, if applicable) it has subscribed for and is allocated, the Company may, in its sole and absolute discretion, deem the relevant Tender and Priority Acceptance Instruction or Tender and Priority Acceptance Instructions to be Tender Only Instruction(s) in whole or in part and determine the allocation between the Series of Notes of any Priority Acceptance at its sole discretion. As such, in order to ensure that Priority Acceptance is considered in line with a Noteholder's preferences when acceptance of Notes is determined, it is essential that Noteholders do not submit Tender and Priority Acceptance Instructions on an aggregate basis (among both Series of Notes) in excess of their Priority Acceptance Amount, and instead submit any excess amounts as separate Tender Only Instruction(s).

Series Acceptance Amounts

Subject to the requirement that all tenders of Notes which benefit from Priority Acceptance shall be accepted before any tender of Notes for which no Priority Acceptance is obtained (for either Series) are accepted, the Company will determine the allocation of the principal amount accepted for purchase pursuant to the Offers between the two Series in its sole and absolute discretion, and reserves the right to accept significantly more or less (or none) of the Notes of one Series as compared to the other Series (when the relevant U.S.$ Notes are converted into pounds sterling at the U.S.$ FX Rate). The aggregate principal amount of each Series accepted for purchase (if any), which in each case shall be determined in the Company's sole discretion, will be referred to as the applicable "Series Acceptance Amount".

Scaling of the Offers

The Company intends to accept Notes of each Series validly tendered pursuant to Tender and Priority Acceptance Instructions in priority to Notes validly tendered but in respect of which no Priority Acceptance is obtained. The Company will not accept any Non-Priority Tendered Notes of either Series unless it has accepted all Priority Tendered Notes (as defined in the Tender Offer Memorandum) of both Series, although the Company reserves the right (assuming the Company has accepted all Priority Tendered Notes of both Series first) to accept significantly more or less (or none) of the Non-Priority Tendered Notes of one Series as compared to the Non-Priority Tendered Notes of the other Series (when the relevant U.S.$ Notes are converted into pounds sterling at the U.S.$ FX Rate). If the Maximum Acceptance Amount and/or Series Acceptance Amount(s) are exceeded, pro-ration may apply to Tender Instructions, as detailed in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive, the relevant Purchase Price and the relevant Accrued Interest Payment pursuant to the relevant Offer(s), Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 16:00 (London time) on 4 December 2023 (the "Expiration Deadline").

Noteholders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes as to when such Intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in the applicable Offer by the deadlines specified below in this announcement and the Tender Offer Memorandum. The deadlines set by any such Intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified below in this announcement and the Tender Offer Memorandum.

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

The Tender Instruction should specify the aggregate principal amount of the relevant Notes subject to such Tender Instruction. Tender Instructions must be submitted in respect of a minimum principal amount of the relevant Notes of no less than the relevant minimum denomination of the relevant Notes (in relation to the Sterling Notes, being £100,000 and integral multiples of £1,000 in excess thereof and in relation to the U.S.$ Notes, being U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof).

When submitting a Tender Only Instruction via the relevant Clearing System, a Noteholder (or the relevant Direct Participant on its behalf) must follow the procedures described in the relevant Clearing System Notice as being applicable to "Option 1 - Tender Only Instructions" and as otherwise set out in the Tender Offer Memorandum.

When submitting a Tender and Priority Acceptance Instruction via the relevant Clearing System, a Noteholder (or the relevant Direct Participant on its behalf) must follow the procedures described in the relevant Clearing System Notice as being applicable to "Option 2 - Tender and Priority Acceptance Instructions" and as otherwise set out in the Tender Offer Memorandum, and must include the details required as specified in the Tender Offer Memorandum. Each Noteholder submitting such instruction through its Direct Participant, will be deemed to consent to have the relevant Clearing System provide details concerning such Noteholder's identity and details included in such instruction to the Tender Agent (and for the Tender Agent to provide such details to the Company and the Dealer Managers and their respective legal advisers).

The Company reserves the right in its sole discretion at any time to amend or waive any or all of the conditions of the Offers as set out in the Tender Offer Memorandum including, without limitation, the Financing Condition.

Expected Timetable of Events

The anticipated transaction timetable is summarised below:

Events		Times and Dates
Commencement of the Offers
Announcement of the Offers and the New Issue. Tender Offer Memorandum available (subject to the offer and distribution restrictions described therein) from the Tender Agent. Noteholders can obtain Acceptance Codes by contacting a Dealer Manager.		27 November 2023
Pricing of the New Notes
Expected pricing of the New Notes.		Expected to be prior to the Expiration Deadline
Announcement of Maximum Acceptance Amount
Announcement of the Maximum Acceptance Amount.		As soon as reasonably practicable following the pricing of the New Notes
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers (and be eligible for a Priority Acceptance if valid Tender and Priority Acceptance Instructions are submitted).		16:00 (London time) on 4 December 2023
Announcement of Indicative Results
Announcement by the Company of a non-binding indication of the level at which it expects to set each Series Acceptance Amount, and indicative details of any pro rata scaling in the event that the Company decides to accept valid tenders of Notes of such Series pursuant to the relevant Offer and the Financing Condition is satisfied (or waived) on or prior to the Settlement Date.		Prior to the Pricing Time on 5 December 2023
Pricing Time for Sterling Notes Determination of the Benchmark Security Rate, and calculation of the Purchase Price for any Sterling Notes accepted for purchase, if the Company intends to accept any Sterling Notes for purchase pursuant to the relevant Offer.		At or around 11:00 (London time) on 5 December 2023
Announcement of the Final Results and Pricing
Announcement of whether the Company will accept (subject to satisfaction or waiver of the Financing Condition on or prior to the Settlement Date) valid tenders of Notes for purchase pursuant to either or both of the Offers and, if so accepted, (i) the Benchmark Security Rate, the Purchase Yield and the Purchase Price for the Sterling Notes accepted for purchase (if applicable), (ii) the Series Acceptance Amount in respect of each Series; and (iii) details of any pro rata scaling in respect of each Series.		As soon as reasonably practicable after the Pricing Time
Expected Settlement Date
Subject to satisfaction or waiver of the Financing Condition, payment of the relevant Purchase Price and the relevant Accrued Interest Payment (as applicable) for Notes validly tendered and accepted for purchase.		7 December 2023

The above times and dates are subject to the right of the Company to extend, re-open, amend, and/or terminate either or both of the Offers (subject to applicable law and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other Intermediary through which they hold Notes as to when such Intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the applicable Offer by the deadlines set out above. The deadlines set by any such Intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified above. Noteholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on, the procedures for participating in, the Offer(s).

Phoenix Group Holdings plc has retained Banco Bilbao Vizcaya Argentaria, S.A., HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and NatWest Markets Plc to act as the Dealer Managers, and Kroll Issuer Services Limited has been retained to act as Tender Agent for the Offers. The Dealer Managers and the Tender Agent have been retained to act in such roles only in respect of Offers made to Noteholders (as defined in the Tender Offer Memorandum). For detailed terms of the Offers please refer to the Tender Offer Memorandum which (subject to offer and distribution restrictions) can be obtained from the Dealer Managers and the Tender Agent referred to below.

DEALER MANAGERS
Banco Bilbao Vizcaya Argentaria, S.A. 44th Floor, One Canada Square London E14 5AA United Kingdom Telephone: [phone] / 6061 Email: [e-mail] Attention: Liability Management	HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management, DCM
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: [phone] Email: [e-mail] Attention: EMEA Liability Management Group	Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management Group
NatWest Markets Plc 250 Bishopsgate London EC2M 4AA United Kingdom Telephone: [phone] Email: [e-mail] Attention: Liability Management
TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Jacek Kusion Email: [e-mail] Tender Offer Website: https://deals.is.kroll.com/phoenix

REGULATORY INFORMATION AND DISCLAIMER

This announcement contains information that qualified or may have qualified as inside information within the meaning of Article 7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA").

The person responsible for arranging release of this announcement on behalf of the Company is Kulbinder Dosanjh, Group Company Secretary. The Legal Entity Identifier of the Offeror is: 2138001P49OLAEU33T68.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the content of the Tender Offer Memorandum, or is unsure of the impact of the Offers or the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any financial, accounting, regulatory, legal and tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the relevant Offer(s). None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, officers, employees, agents, advisers or affiliates makes any recommendation whether Noteholders should tender Notes in the relevant Offer(s) and none of the Company, the Dealer Managers or the Tender Agent nor any of their respective directors, officers, employees, agents, advisers or affiliates will have any liability or responsibility in respect thereto. None of the Company, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents, advisers or affiliates) is providing any Noteholder with any legal, business, financial investment, tax or other advice in the Tender Offer Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in either of the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of securities. The minimum denomination of the New Notes will be £100,000.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to any U.S. Person. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Notes cannot be tendered in the Offers by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States, by a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States, or to U.S. Persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in the Offers will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Offers from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offers from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, "United States" means the United States of America, 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 of America and the District of Columbia.

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the Company and any other documents or materials relating to the Offers are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 FSMA on the basis that it is only directed at and may be communicated to (1) persons who have professional experience in matters relating to investments, being investment professionals (as defined in Article 19 of the Financial Services and Markets 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")); (2) persons who fall within Article 43 "high net worth companies, unincorporated associations etc." of the Financial Promotion Order; or (3) any other persons to whom these documents and/or materials may lawfully be communicated under the Financial Promotion Order (such persons together being the "Relevant Persons").

The Offers are only available to Relevant Persons and the transactions contemplated herein and in the Tender Offer Memorandum will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons. The documents and materials relating to the relevant Offer(s) and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.

France

The Offers are not being made, and this announcement, the Tender Offer Memorandum and any other offering material relating to the Offers may not be distributed, directly or indirectly, in the Republic of France except to qualified investors (investisseurs qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. Neither this announcement nor the Tender Offer Memorandum have been, nor will they be, submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or will be notified to, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or will be approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers). The Offers may therefore not be made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d'acquisition) as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids, as amended (the "Belgian Takeover Law"), save in those circumstances where a private placement exemption is available.

The Offers are conducted exclusively under applicable private placement exemptions. The Offers may therefore not be advertised and the Offers will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and (ii) in any circumstances set out in Article 6 §4 of the Belgian Takeover Law.

This announcement and the Tender Offer Memorandum have been issued for the personal use of the above-mentioned qualified investors only and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose nor may it be disclosed to any other person in Belgium.

Italy

None of this announcement, the Offers, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Noteholders or beneficial owners of the Notes that are located in Italy may tender their Notes in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Legislative Decree No. 58 of 24 February 1998, as amended, Commissione Nazionale per le Società e la Borsa (CONSOB) Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.

GENERAL

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes for purchase pursuant to the Offers will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful.

NEW NOTES

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the base prospectus dated 30 June 2023 (the "Prospectus") prepared by the Company in respect of its £5,000,000,000 Euro Medium Term Note Programme, as supplemented from time to time and (ii) the final terms to be prepared in connection with the New Notes, and no reliance is to be placed on any representations other than those contained in the Prospectus and the final terms to be prepared in connection with the New Notes. Noteholders who may wish to subscribe for New Notes should carefully consider all of the information in the Prospectus and the final terms to be prepared in connection with the New Notes including (but not limited to) the risk factors therein.

For the avoidance of doubt, the ability to purchase any New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Prospectus and the final terms to be prepared in connection with the New Notes). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons.

MiFID II product governance - The target market for the New Notes is eligible counterparties and professional clients only (all distribution channels), each as defined in Directive 2014/65/EU (as amended, "MiFID II").

UK MiFIR product governance - The target market for the New Notes is eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients only (all distribution channels), as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR").

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129.

Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a "retail investor" means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.

Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the United Kingdom has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.

 

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