Phoenix Group Holdings PLC — Capital/Financing Update 2018

Sep 20, 2018

Phoenix Group Holdings

Issue of €500,000,000 4.375 per cent. Tier 2 Notes due 2029

under the £3,000,000,000 Euro Medium Term Note Programme

PART A - CONTRACTUAL TERMS FOR TIER 2 NOTES

MiFID II product governance / Professional investors and ECPs only target market: Solely for the purposes of each manufacturers' product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Prohibition of sales to EEA retail investors: The Notes are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("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 2002/92/EC, as amended, 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 Directive 2003/71/EC, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPS Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Tier 2 Notes (the "Conditions") set forth in the Prospectus dated 18 April 2018 and the supplementary prospectus dated 24 August 2018 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (and amendments thereto, including Directive 2010/73/EU) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus is available for viewing at Citibank N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, United Kingdom and http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from Phoenix Group Holdings, 100 St Paul's Churchyard, London EC4M 8BU, United Kingdom.

1	Issuer:		Phoenix Group Holdings
2	(i)	Series Number:	3
	(ii)	Tranche Number:	1
3		Specified Currency or Currencies:	Euro ("€")
4	Aggregate Nominal Amount of Notes admitted to trading:

	(i)	Series:	€500,000,000
	(ii)	Tranche:	€500,000,000
5	Issue Price:		98.990 per cent. of the Aggregate Nominal Amount
6	(i)	Specified Denominations:	€100,000 and integral multiples of €1,000 in excess thereof
	(ii)	Calculation Amount (Definitive Notes only):	€1,000
7	(i)	Issue Date:	24 September 2018
	(ii)	Interest Commencement Date	24 September 2018
8		Maturity Date:	24 January 2029
9	Interest Basis:		4.375 per cent. Fixed Rate
10	Redemption Basis:		Redemption at par
11	Change of Interest Basis:		Not Applicable
12	Call Options:		Not Applicable
13	(i)	Status of the Notes:	Tier 2 Notes
	(ii)	Date Board approval for issuance of Notes obtained:	22 August 2018

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14	Fixed Rate Note Provisions:		Applicable
	(i)	Rate of Interest:	4.375 per cent. per annum payable annually in arrear
	(ii)	Interest Payment Date(s):	24 January in each year commencing on 24 January 2019 (in respect of the period from, and including, the Interest Commencement Date to, but excluding, 24 January 2019, a short first coupon)
	(iii)	Fixed Coupon Amount:	€43.75 per Calculation Amount
	(iv)	Broken Amount(s):	€14.62 per Calculation Amount payable on the Interest Payment Date falling on 24 January 2019
	(v)	Day Count Fraction:	Actual/Actual - ICMA
	(vi)	Determination Dates:	Not Applicable
	(vii)	Business Day Convention:	Not Applicable
15	Fixed Rate Reset Note Provisions:		Not Applicable
16	Floating Rate Note and Fixed to Floating Rate Note Provisions:		Not Applicable
17	Optional Interest Payment Date		Not Applicable
		PROVISIONS RELATING TO REDEMPTION
18	Capital Replacement End Date:		24 September 2023
19	Call Option:		Not Applicable
20	Ratings Methodology Call:		Applicable
21		Final Redemption Amount of each Note:	€1,000 per Calculation Amount

22 Special Redemption Price:

(i)	in respect of a Capital Disqualification Event redemption:	€1,000 per Calculation Amount
(ii)	in respect of a redemption for taxation reasons	€1,000 per Calculation Amount
(iii)	in respect of a Ratings Methodology Event redemption:	€1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THE NOTES

23	Form of Notes:	Registered Notes: Regulation S Global Note (€500,000,000 nominal amount) registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg
24	Global Certificates (Registered Notes):	Yes
25	Additional Financial Centre(s) or other special provisions relating to Payment Dates:	London
26	Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):	No
	DISTRIBUTION
27	U.S. selling restrictions:	Reg. S Compliance Category 2; TEFRA Not Applicable
28	Additional selling restrictions:	Not Applicable

Signed on behalf of the Issuer:

By: Mecanne

Duly authorised

[Signature page to Final Terms]

PART B — OTHER INFORMATION

1 LISTING

	(i)	Listing:	London
	(ii)	Admission to trading:	Application has been made for the Notes to be admitted to trading on the London Stock Exchange with effect from 24 September 2018.
	(iii)	Estimate of total expenses related to admission to trading:	£4,500
2	RATINGS		The Notes to be issued have been rated BBB by Fitch Ratings.
			Fitch Ratings is established in the European
			Economic Area and is registered under Regulation
			(EU) No 1060/2009, as amended.

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

4 YIELD

Indication of yield: 4.502 per cent. per annum payable annually in arrear. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5 OPERATIONAL INFORMATION

XS1881005117
188100511
Not Applicable
Not Applicable