Shareholder Reorganisation

PHOENIX GROUP HOLDINGS

(the "Company")

In accordance with Listing Rule 9.6.16, the Company notes that Xercise Limited, one of the Company's main shareholders and the main vehicle of the principals of Sun Capital for their shares in the Company, has transferred 22,610,452 ordinary shares in the Company, representing approximately 13.2% of the Company's currently issued share capital, to Xercise2 Limited and its subsidiaries pursuant to a reorganisation of Xercise Limited. There is no change in the underlying indirect ownership of these shares.

The transfers have occurred as part of an internal reorganisation of Xercise Limited and its shareholdings and were permitted under the lock-up arrangements entered into in connection with Company's premium listing. All of the entities acquiring the shares are bound by the same restrictions (including in relation to disposals of shares to third parties) as applied to the shares before they were transferred.

Accordingly, Xercise2 Limited and its subsidiaries have replaced Xercise Limited in its role as the main vehicle for principals of Sun Capital for their shares in the Company.

Enquiries:

Media Investor Relations

Daniel Godfrey Lorraine Rees

+ 44 (0) 20 7489 4517 + 44 (0) 20 7489 4456

+ 44 (0) 7894 937 890 + 44 (0) 7872 413277