Consent Solicitation

RNS Number : 0408F

Standard Life Aberdeen plc

24 October 2018

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF 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.

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("U.S. PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "SOLICITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

STANDARD LIFE ABERDEEN PLC ANNOUNCES CONSENT SOLICITATION

Standard Life Aberdeen plc (the "Company") has today launched an invitation (the "Proposal") to Proposal Eligible Noteholders (as defined below) of its outstanding $750,000,000 4.25 per cent. Fixed Rate Reset Subordinated Notes due 2048 (the "Notes") to consider at a meeting of the holders of the Notes (the "Noteholders") (the "Meeting") and, if thought fit, approve by way of extraordinary resolution (the "Extraordinary Resolution") certain modifications to the terms and conditions of the Notes (the "Note Conditions") and the entry into a supplemental trust deed, a supplemental agency agreement and a new global certificate in respect of the Notes, all as further described in the Consent Solicitation Memorandum prepared by the Company, dated 24 October 2018 (the "Consent Solicitation Memorandum").

This announcement does not contain the full terms and conditions of the Proposal, which are contained in the Consent Solicitation Memorandum. Accordingly, this announcement should be read in conjunction with the Consent Solicitation Memorandum. Subject to the restrictions described below under "Solicitation and Distribution Restrictions" and as more fully set out in the Consent Solicitation Memorandum, Proposal Eligible Noteholders may obtain a copy of the Consent Solicitation Memorandum from the Tabulation Agent, the contact details of which are set out below. In order to receive a copy of the Consent Solicitation Memorandum, a Noteholder will be required to provide certain confirmations as to his or her status, including that he or she is a Proposal Eligible Noteholder.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.

Proposal Eligible Noteholders are advised to read carefully the Consent Solicitation Memorandum for full details of, and information on the procedures for participating in, the Proposal.

Description of the key terms of the Proposal

Description of the Notes	ISIN / Common Code	Outstanding nominal amount	Existing First Call Date of the Notes	Early Consent Fee	Late Consent Fee
$750,000,000 4.25 per cent. Fixed Rate Reset Subordinated Notes due 2048	XS1698906259 / 169890625	$750,000,000	30 June 2028	0.5 per cent.1	0.25 per cent.1

¹ Expressed as a percentage of the nominal amount of the relevant Notes.

The Final Voting Deadline for the Proposal will be 4.00 p.m. (London time) on 12 November 2018. The Early Voting Deadline for the Proposal will be 4.00 p.m. (London time) on 7 November 2018. Such deadlines are subject to any extension, re-opening, amendment and/or termination of the Proposal (other than the terms of the Extraordinary Resolution) as provided in the Consent Solicitation Memorandum.

Rationale for the Proposal

As more fully described in the Consent Solicitation Memorandum, the Company completed the sale of its UK and European insurance business (the "Insurance Business Sale") on 31 August 2018. As a result, the Company's regulatory capital no longer falls to be assessed under the Solvency II Directive. Instead the Company is now regulated by the FCA and its regulatory capital falls to be assessed under the CRR.

In light of the foregoing, the Company is inviting Proposal Eligible Noteholders to approve the Proposal to reflect the fact that the Company's regulatory capital will fall to be assessed under the CRR going forward, rather than the Solvency II Directive.

The Company has sought and obtained the FCA's non-objection to the amendments to the Note Conditions contemplated by the Proposal.

For the avoidance of doubt, the Insurance Business Sale was neither conditional nor dependent on the Proposal being approved to facilitate the amendments to the Note Conditions, the Trust Deed and/or the Agency Agreement. 

In the event the Proposal is not approved, the Company may decide to continue to maintain the outstanding Notes as funding instruments. In such circumstances, any decisions by the Company as to whether it will exercise redemption rights in the future in respect of the Notes will be taken on an economic basis and in consideration of prevailing market conditions and regulatory capital requirements.

Details of the Proposal

If the Extraordinary Resolution is passed in accordance with the terms of the Consent Solicitation Memorandum then, subject to the Eligibility Condition (as defined below) being satisfied, the Note Conditions will be modified in accordance with the mark and overstrike document at Annex 2 to the Consent Solicitation Memorandum (such modifications, the "Amendments"). The Amendments include, among other things:

(i)         the amendment of the Maturity Date (as defined in the Note Conditions) in order that the Notes mature in 2028 (i.e. the date of the First Call Date (as defined in the Note Conditions) under the Note Conditions as at the date hereof) and the related deletion of the interest reset/step-up function, which is no longer required as a result of such amendment; and

(ii)        the deletion of certain existing concepts which were required for the Notes to be recognised as regulatory capital under the Solvency II Directive (or not prohibited thereunder), which are either not required or not permitted (as applicable) for the Notes to be recognised as regulatory capital under the CRR, including the removal of: (i) the solvency condition; (ii) certain features related to the optional and mandatory deferral of payments of interest or principal (as applicable); and (iii) the Company's ability to redeem the Notes for ratings reasons within five years of the Issue Date (as defined in the Note Conditions).

The Extraordinary Resolution also provides, subject to satisfaction of the Eligibility Condition, for the Trustee to be authorised, directed, instructed, requested and empowered to execute the Supplemental Trust Deed (in order to supplement the Trust Deed and effect the Amendments), the Supplemental Agency Agreement (in order to supplement the Agency Agreement in light of the Amendments) and a new global certificate in respect of the Notes.

Proposal Eligible Noteholders

The Consent Solicitation Memorandum is only being distributed to and the Proposal is only being made to Noteholders who are (a) located and resident outside the United States and not a U.S. person and (b) otherwise a person to whom the Proposal can be lawfully made and that may lawfully participate in the Proposal (each a "Proposal Eligible Noteholder" and, together, the "Proposal Eligible Noteholders").

Meeting

The Meeting will be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on 15 November 2018. At the Meeting, the Noteholders will be asked to consider and, if thought fit, pass the Extraordinary Resolution, as more fully described in the Consent Solicitation Memorandum and the notice convening the Meeting published by the Company on or around the date of this announcement (the "Notice").

The implementation of the Proposal (at the Meeting, or at any adjourned Meeting) will be conditional on:

(i)         the Proposal not having been terminated;

(ii)        the passing of the Extraordinary Resolution; and

(iii)        the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Proposal Eligible Noteholders, irrespective of any participation at the Meeting by Noteholders who are not Eligible Proposal Noteholders ("Proposal Ineligible Noteholders") (and would also have been satisfied if any Proposal Ineligible Noteholders who provide confirmation only of their status as Proposal Ineligible Noteholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at such Meeting) (the "Eligibility Condition") (together, the "Consent Conditions").

The Meeting will require a quorum of one or more persons present and holding or representing in the aggregate at least two thirds of the principal amount of the outstanding Notes at that time. In the event the necessary quorum for the Extraordinary Resolution is not obtained at the Meeting, the Meeting shall be adjourned as further described in the Consent Solicitation Memorandum. At any adjourned Meeting, one or more persons present and holding or representing at least one third in aggregate principal amount of the outstanding Notes at that time will form a quorum.

To be passed at the Meeting, the Extraordinary Resolution requires a majority consisting of not less than three quarters of the votes cast at the Meeting.

If passed, the Extraordinary Resolution shall be binding on all Noteholders whether or not present at the Meeting at which it is passed and whether or not voting. Noteholders should refer to the Notice for full details of the procedures in relation to the Meeting.

Consent Fees

In order to participate in the Proposal and be eligible to receive the applicable Consent Fee (as defined below), Proposal Eligible Noteholders must deliver, or arrange to have delivered on their behalf, a valid Instruction in favour of the Proposal which is not revoked (in the limited circumstances in which revocation is permitted) and that is received by the Tabulation Agent by the Final Voting Deadline.

Proposal Eligible Noteholders who deliver, or arrange to have delivered on their behalf, a valid Instruction in favour of the Proposal that is received by the Tabulation Agent by the Early Voting Deadline will, subject to the conditions set out below, be eligible to receive a cash payment equal to 0.5 per cent. of the nominal amount of the Notes the subject of the relevant Instruction in accordance with the procedures described in the Consent Solicitation Memorandum (such amount being an "Early Consent Fee").

Proposal Eligible Noteholders who deliver, or arrange to have delivered on their behalf, a valid Instruction in favour of the Proposal that is received by the Tabulation Agent by the Final Voting Deadline but after the Early Voting Deadline will, subject to the conditions set out below, be eligible to receive a cash payment equal to 0.25 per cent. of the nominal amount of the Notes the subject of the relevant Instruction in accordance with the procedures described in the Consent Solicitation Memorandum (such amount being a "Late Consent Fee" and, together with the Early Consent Fee, each a "Consent Fee").

For the avoidance of doubt, a Proposal Eligible Noteholder will not be eligible in any circumstances to receive both an Early Consent Fee and a Late Consent Fee.

Eligibility to receive a Consent Fee is subject in each case to: (i) the relevant Instruction not being subsequently revoked (in the limited circumstances in which such revocation is permitted, as described in Consent Solicitation Memorandum); (ii) such Proposal Eligible Noteholder not attending, or seeking to attend, the Meeting in person or making any other arrangements to be represented at the Meeting (other than by way of the relevant Instruction in respect of the Proposal); and (iii) the Extraordinary Resolution being passed and (subject to the Eligibility Condition being satisfied) implemented.

The applicable Consent Fee in respect of any validly submitted Instructions in favour of the Extraordinary Resolution will be paid on the Fee Payment Date by the Company to each relevant Proposal Eligible Noteholder or (if applicable) the Direct Participant acting on behalf of the relevant Proposal Eligible Noteholder on the date on which the Extraordinary Resolution was passed (and the Eligibility Condition satisfied) in same day funds delivered to the Clearing Systems (as defined below) for payment to the cash accounts of the relevant Proposal Eligible Noteholder in the Clearing Systems. In the event that any such Proposal Eligible Noteholder sells or transfers its Notes between the date on which the Extraordinary Resolution was passed (and the Eligibility Condition satisfied) and the date on which the payment of the applicable Consent Fee is payable, the entitlement to such Consent Fee will not be transferred with the relevant Notes.

Ineligible Holder Payments

A Proposal Ineligible Noteholder may be eligible, to the extent permitted by applicable laws and regulations, to receive an amount equal to 0.5 per cent. of the nominal amount of the Notes that are the subject of a valid instruction received by the Tabulation Agent via Euroclear Bank SA/NV or Clearstream Banking S.A. (together, the "Clearing Systems") and submitted in accordance with their respective requirements (an "Ineligible Holder Instruction") by 4.00 p.m. (London time) on 7 November 2018 (such amount being an "Early Ineligible Holder Payment") or an amount equal to 0.25 per cent. of the nominal amount of the Notes that are the subject of a valid Ineligible Holder Instruction that is received by the Tabulation Agent after 4.00 p.m. (London time) on 7 November 2018 but by 4.00 p.m. (London time) on 12 November 2018 (such amount being a "Late Ineligible Holder Payment" and, together with an Early Ineligible Holder Payment, each an "Ineligible Holder Payment"), as the case may be. Payment of any Ineligible Holder Payment will be subject in all cases to the Extraordinary Resolution being passed at the Meeting (or any adjourned such Meeting) and the Eligibility Condition being satisfied, all as more fully described in the Notice.

For the avoidance of doubt, a Proposal Ineligible Noteholder will not be eligible in any circumstances to receive both an Early Ineligible Holder Payment and a Late Ineligible Holder Payment.

Indicative timetable

This is an indicative timetable showing one possible outcome for the timing of the Proposal based on the dates in the Consent Solicitation Memorandum and assuming that the Meeting is not adjourned. This timetable is subject to change and the right of the Company to extend, re-open, amend and/or terminate the Proposal (other than the terms of the Extraordinary Resolution) as described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Date		Event
Wednesday, 24 October 2018	Announcement of the Proposal Proposal announced. Notice delivered to Clearing Systems for communication to Direct Participants. Consent Solicitation Memorandum available from the Tabulation Agent, and documents referred to under the section entitled "General" in the Notice available for collection or inspection by Proposal Eligible Noteholders, as indicated and as applicable, from the Tabulation Agent and from the specified office of the Principal Paying Agent.
Wednesday, 7 November 2018 4.00 p.m. London time	Early Voting Deadline Deadline for receipt by the Tabulation Agent of Instructions in order for the Proposal Eligible Noteholders to be eligible for the Early Consent Fee. Any Proposal Eligible Noteholder that submits an Instruction in relation to the Proposal where such Instruction is received by the Tabulation Agent by the Final Voting Deadline but after the Early Voting Deadline will not be eligible to receive the Early Consent Fee.
Monday, 12 November 2018 4.00 p.m. London time	Final Voting Deadline Deadline for receipt by the Tabulation Agent of Instructions in order for Proposal Eligible Noteholders to be able to participate in the Proposal and receive the Late Consent Fee. Furthermore, Proposal Eligible Noteholders that: (a) submit an Instruction against the Extraordinary Resolution at any time; (b) otherwise submit a voting instruction or make arrangements to attend or be represented at the Meeting; or (c) who do nothing, will not in any circumstances be eligible for a Consent Fee, even if the Extraordinary Resolution is successfully passed.
Thursday, 15 November 2018	Meeting Meeting to be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY, commencing at 10.00 a.m., London time.
As soon as reasonably practicable after the Meeting	Announcement of Meeting Results Announcement of the results of the Meeting and, if the Consent Conditions are satisfied, the implementation of the Proposal.
Monday, 19 November 2018	Fee Payment Date, Amendment Effective Date and execution of documents Payment of any applicable Consent Fee or Ineligible Holder Payment (as the case may be) to the relevant Noteholders, the Amendments become effective and execution of the Supplemental Trust Deed and Supplemental Agency Agreement.

If the Meeting is adjourned the Company expects to choose, in its sole and absolute discretion and without limiting its right otherwise to extend, re-open, amend, waive any condition of or terminate the Proposal (other than any amendment to the terms of the Extraordinary Resolution) as provided in the Consent Solicitation Memorandum, to amend the terms and conditions of the Proposal to provide for the payment of any applicable Consent Fee in relation to the Proposal to take place after such adjourned Meeting on the same basis as for the original Meeting (and, for the avoidance of doubt, no such amendment will entitle Proposal Eligible Noteholders to revoke any Instructions).

Proposal Eligible Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Proposal Eligible Noteholder in order for that Proposal Eligible Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Proposal before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Instructions will be earlier than the relevant deadlines specified above.

Further Information

Barclays Bank PLC, J.P. Morgan Securities plc and Merrill Lynch International are acting as Solicitation Agents for the Proposal (solely to the extent that the Proposal is addressed to Relevant Noteholders (as defined below)), Lucid Issuer Services Limited is acting as Tabulation Agent and HSBC Bank plc is acting as Principal Paying Agent, the contact details for each of which are set out below. 

None of the Solicitation Agents has any role or responsibility in relation to, or liability for, the Proposal made to the Proposal Eligible Noteholders who are not Relevant Noteholders.

Questions and requests for assistance in connection with (i) the Proposal may be directed to (a) the Solicitation Agents by Relevant Noteholders and (b) the Company by Proposal Eligible Noteholders that are not Relevant Noteholders (subject to the Company's rights as set out in the Consent Solicitation Memorandum); and (ii) the delivery of Instructions may be directed to the Tabulation Agent, the contact details for each of which are stated below.

"Relevant Noteholder" means (i) in a Member State of the EU, any Proposal Eligible Noteholder that is a "professional client" as defined in point (10) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended from time to time) or (ii) in a jurisdiction outside of the EU, any Proposal Eligible Noteholder that is an institutional holder under applicable local law and not a retail holder.

A copy of the Notice has been submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM in due course.

This announcement is released by the Company and contains information in relation to the Notes that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer and the Proposal. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Kenneth Gilmour, Group Company Secretary, for the Company.

Solicitation and Distribution Restrictions

Neither this announcement nor the Consent Solicitation Memorandum constitutes an invitation to participate in the Proposal in any jurisdiction in which, or to any person to 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 Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Consent Solicitation Memorandum come are required by each of the Company, the Solicitation Agents and the Tabulation Agent to inform themselves about and to observe any such restrictions.

United States

The Proposal is only being made outside the United States, to persons other than U.S. persons. Any purported participation in the Proposal resulting directly or indirectly from a violation of these restrictions will be invalid and any participation in the Proposal by a person that is located or resident in the United States or that is a U.S. person or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a beneficial owner that is giving Instructions from within the United States or that is any U.S. person will not be accepted.

Neither this announcement nor the Consent Solicitation Memorandum is an offer of securities for sale in the United States or to any U.S. person. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The 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 or sold in the United States or to, or for the account or benefit of, U.S. persons, unless an exemption from the registration requirements of the Securities Act is available.

Each Proposal Eligible Noteholder participating in the Proposal will represent that it is not a U.S. person, and is not acting for the account or benefit of any U.S. person, and that it is not located or resident in the United States.

For the purpose of this announcement and the Consent Solicitation Memorandum, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

General

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell any security in any jurisdiction and participation in the Proposal by a Proposal Eligible Noteholder in any circumstances in which such participation is unlawful will not be accepted.

Each Noteholder participating in the Proposal will be required to represent that it is a Proposal Eligible Noteholder. Any Instruction from a Noteholder that is unable to make these representations will not be accepted. Each of the Company, the Solicitation Agents and the Tabulation Agent reserves the right, in its absolute discretion, to investigate, in relation to any submission of Instructions, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such Instruction may be rejected.

Disclaimer

Please note that Proposal Eligible Noteholders must read this announcement in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Proposal or the Extraordinary Resolution.

Any Noteholder who is in any doubt as to the action it should take or the impact of the Proposal or the Extraordinary Resolution is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser.

None of the Solicitation Agents, the Tabulation Agent, the Company, the Trustee, nor any director, officer, employee, agent or affiliate of any such person, is acting for any Noteholder, or will be responsible to any Noteholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Proposal, and accordingly none of the Solicitation Agents, the Tabulation Agent, the Company, the Trustee, nor any director, officer, employee, agent or affiliate of any such person makes any recommendation whether Noteholders should participate in the Proposal or otherwise participate at the Meeting.

Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Proposal.

Any materials relating to the Proposal do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Proposal be made by a licensed broker or dealer and any Solicitation Agent or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Proposal shall be deemed to be made by such Solicitation Agent or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Contact details

Tabulation Agent		Principal Paying Agent
Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Telephone: [phone] Email:   [e-mail] Attention: David Shilson Portal: https://portal.lucid-is.com		HSBC Bank plc 8 Canada Square London E14 5HQ
Solicitation Agents
Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom Telephone: [phone] Email:   [e-mail] Attention: Liability Management Group		Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: [phone] Email:  [e-mail] Attention: Liability Management Group
J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP Telephone: [phone] Email: [e-mail] Attention: Liability Management

 

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