Prospectus • Sep 19, 2025
Prospectus
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(incorporated with limited liability in England and Wales with registered number 11606773)
This supplement (the "Supplement") to the base prospectus dated 13 June 2025 (the "Prospectus", which definition includes the base prospectus and all information incorporated by reference therein) constitutes a supplementary prospectus for the purposes of Article 23 of Regulation (EU) 2017/1129 as it forms part of the domestic law of the United Kingdom (the "UK Prospectus Regulation") and is prepared in connection with the £5,000,000,000 Euro Medium Term Note Programme established by Phoenix Group Holdings plc (the "Issuer").
This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and the documents incorporated by reference therein. Capitalised terms used in this Supplement but not defined herein shall have the meanings ascribed to them in the Prospectus.
The purpose of this Supplement is to:
This Supplement has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority under the UK Prospectus Regulation, as a supplement to the Prospectus in compliance with the UK Prospectus Regulation.
The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
By virtue of this Supplement:
the Issuer's Interim Financial Report 2025 for the half-year to 30 June 2025, including the unaudited condensed consolidated financial statements for the half-year to 30 June 2025, together with the independent review report thereon set out on pages 16 to 17 thereof (available at https://www.thephoenixgroup.com/media/ejqhaocc/phoenix-group-hy25-interim-financial-report.pdf) (the "Interim Report 2025");
shall be deemed to be incorporated in, and form part of, the Prospectus and supplement the section entitled "Documents Incorporated by Reference" on pages 13 to 14 of the Prospectus.
Any documents themselves incorporated by reference in the Interim Report 2025 and the Announcements shall not form part of the Prospectus. The parts of the Interim Report 2025 and the Announcements which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Supplement.
By virtue of this Supplement, paragraph (3) of the "General Information" section on page 344 of the Prospectus shall be deleted in its entirety and replaced with the following:
"Since 30 June 2025, there has been no significant change in the financial position or financial performance of the Issuer and its subsidiaries."
For as long as Notes may be issued pursuant to the Prospectus, a copy of this Supplement will be available, during usual business hours and upon reasonable notice on any weekday (Saturdays, Sundays and public holidays excepted), for inspection at the specified office of each of the Paying Agents and on the website of the Issuer (at www.thephoenixgroup.com). Copies of all documents incorporated by reference in the Prospectus can also be viewed on the website of the RNS operated by the London Stock Exchange at https://www.londonstockexchange.com/news?tab=news-explorer.
To the extent that there is any inconsistency between: (a) any statement in this Supplement; and (b) any other statement in or any statement incorporated by reference in the Prospectus by this Supplement, or incorporated by reference into, the Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Prospectus since the publication of the Prospectus.
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