Directorate Change

RNS Number : 8484N

Standard Life plc

14 August 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT.

14 August 2017

Standard Life Aberdeen plc ("Standard Life Aberdeen")

New Board

Further to the announcement of the completion of the merger of Standard Life plc and Aberdeen Asset Management PLC (the "Merger") and as previously announced in the Prospectus and the Circular published in connection with the Merger on 9 May 2017 (the "Public Documents"), Standard Life Aberdeen confirms the composition of its new Board, with effect from today, as follows:  

Sir Gerry Grimstone remains as Chairman, Kevin Parry, John Devine, Melanie Gee, Lynne Peacock and Martin Pike remain as non-executive Directors, and Keith Skeoch, co-Chief Executive, remains as an executive Director, of Standard Life Aberdeen.

Simon Troughton (Deputy Chairman), Julie Chakraverty, Gerhard Fusenig, Richard Mully, Jutta af Rosenborg and Akira Suzuki have been appointed as non-executive Directors, and Martin Gilbert, co-Chief Executive, Rod Paris, Chief Investment Officer, and Bill Rattray, Chief Financial Officer, have been appointed as executive Directors, of Standard Life Aberdeen.

Biographical details for each Director and details of their other appointments are contained in the Public Documents.  The Directors will be subject to election or re-election at the 2018 AGM.

Also as announced in the Public Documents, Colin Clark, Global Client Director, Barry O'Dwyer, CEO Pensions and Savings and Luke Savage, Chief Finance Officer, have today stepped down from the Board.  Colin Clark's last working day will be 31 August 2017 and he will be on garden leave until 31 December 2017 at which point he will leave the Company.  Luke Savage will remain employed to provide support to Bill Rattray through to the publication of the 2017 full-year results and will leave the Company on 28 February 2018.  Barry O'Dwyer will remain in his role as CEO Pensions and Savings.  Additionally, Pierre Danon and Noel Harwerth have resigned as non-executive Directors.

Furthermore, as announced in the Public Documents, Val Rahmani, non-executive Director, Andrew Laing, Deputy Chief Executive, Hugh Young, Managing Director Asia and Group Head of Investments, and Rod MacRae, Group Head of Risk, have today resigned from the Board of Aberdeen Asset Management PLC.  Andrew Laing will remain as Joint Head of Integration and Hugh Young will remain as Head of Asia.  Rod MacRae's employment will continue until 31 October 2017.

Commenting on these changes, Sir Gerry Grimstone, Chairman of Standard Life Aberdeen, said:

"Today's announcements mark a major milestone in the history of both Standard Life plc and Aberdeen Asset Management PLC.  I would like to thank all Board colleagues stepping down from both Boards for their commitment and service and particularly over recent months as we have worked to complete the Merger.  As we move forward, the Standard Life Aberdeen Board remains committed to maintaining its high values of stewardship and effective governance, while putting our clients' and customers' interests at the heart of what we do."

Following these changes, the Board of Standard Life Aberdeen comprises the Chairman and the Deputy Chairman, four executive Directors and ten non-executive Directors, nine of whom are independent.  The Board is made up of four women and twelve men.

The Financial Conduct Authority and the Prudential Regulation Authority have been notified of and/or approved these appointments, as relevant.  No other information is required to be disclosed pursuant to paragraph LR 9.6.13R of the Listing Rules of the Financial Conduct Authority, other than as already stated in the Prospectus.

Defined terms not otherwise defined in this announcement shall have the meaning given to them in the Prospectus published in connection with the Merger on 9 May 2017.

Enquiries:

Standard Life Aberdeen

Media Enquiries	Investor Enquiries
Barry Cameron Head of Corporate Communications [phone]	Jakub Rosochowski Investor Relations Director [phone]
Katy Hetherington Public Relations Manager [phone]	Neil Longair Investor Relations Manager [phone]

Goldman Sachs International                                                              [phone]

(Lead Financial Adviser, Sponsor and Corporate Broker to Standard Life Aberdeen)
Todd Leland                                                                                                      
Mark Sorrell
John Brennan
Owain Evans
Charlie Lytle (Corporate Broking)

Tulchan Communications LLP                                                             [phone]

(Communications Adviser to Standard Life Aberdeen)

Michelle Clarke
Andrew Grant                                                                                             

Notes to Editors

Former Standard Life plc Executive Directors

Barry O'Dwyer's remuneration

Barry O'Dwyer will remain in his role as CEO Pensions and Savings and will continue to be remunerated on his current basis.

Outstanding incentive awards granted to Barry O'Dwyer will remain unchanged and will be subject to the terms agreed at the time of grant.

Colin Clark's remuneration

Colin Clark's last working day will be 31 August 2017 and he will be on garden leave until 31 December 2017 at which point he will leave the Company.  He will continue to be eligible for his salary and benefits until his termination date of 31 December 2017.

He will accrue a short-term bonus until 31 August 2017, which is the day before his period of garden leave will commence, including any deferred element as per the plan rules.

Mr Clark is in receipt of 2016 and 2017 Deferred Share awards. The 2016 award (the deferred element of the 2015 short-term bonus) will vest on termination of employment.  The 2017 deferred award (the deferred element of the 2016 short-term bonus) will vest on the normal vesting date for that award on 31 March 2020.

Mr Clark has outstanding awards under the Long-Term Incentive Plan in 2015, 2016 and 2017 and under the Restricted Stock Plan in 2015. To the extent required, these awards will be pro-rated to the termination date. All awards will vest on the normal vesting dates and in respect of the LTIP awards are subject to the Company's performance measures.

Mr Clark will not be eligible to participate in the 2018 Executive LTIP award.

From 1 January 2018 to 31 August 2018 Mr Clark will be entitled to payment in lieu of notice paid in instalments and subject to mitigation.

Luke Savage's remuneration

Luke Savage will remain employed to provide support to Bill Rattray through to the publication of the 2017 full-year results and will leave the Company on 28 February 2018.  He will continue to be eligible for his salary and benefits until his last working day of 28 February 2018 and will accrue a short-term bonus until this date including any deferred element as per the plan rules. 

Mr Savage is in receipt of 2016 and 2017 Deferred Share awards.  The 2016 award (the deferred element of the 2015 short-term bonus) will vest on termination of employment.  The 2017 deferred award (the deferred element of the 2016 short-term bonus) will vest on the normal vesting date, 31 March 2020.

Mr Savage has outstanding awards under the Long-Term Incentive Plan in 2015, 2016 and 2017. To the extent required, these awards will be pro-rated to his last working day. All awards will vest on the normal vesting dates and are subject to the Company's performance measures.

Mr Savage will not be eligible to participate in the 2018 Executive LTIP award. 

From 1 March 2018 to 31 August 2018 Mr Savage will be entitled to payment in lieu of notice paid in instalments and subject to mitigation.

Former Aberdeen Asset Management PLC Executive Directors

Andrew Laing's remuneration

Andrew Laing will remain as Joint Head of Integration and will continue to be remunerated on his current basis.

Hugh Young's remuneration

Hugh Young will remain as Head of Asia and will continue to be remunerated on his current basis.

Rod MacRae's remuneration

Rod MacRae's termination date will be 31 October 2017, with his last working day in the office yet to be confirmed. He will continue to be eligible for his salary and benefits until his termination date of 31 October 2017. From 1 November 2017 to 31 October 2018, Mr MacRae will be entitled to payment in lieu of notice. He will be entitled to an interim bonus award up to the completion of the Merger.  Mr MacRae is in receipt of Deferred Share awards 2012, 2013, 2014, 2105 and 2016. These awards will vest on the normal vesting dates in 2017, 2018, 2019, 2020 and 2021.

Service contracts

Keith Skeoch, Martin Gilbert, Rod Paris and Bill Rattray

Full disclosure of the remuneration arrangements for Keith Skeoch, Martin Gilbert, Rod Paris and Bill Rattray were disclosed in the Circular. The Directors' remuneration policy (which includes details of the Executive Directors' remuneration), approved by the Company's shareholders at the Company's general meeting on 19 June 2017, is available on the Company's website through the following link:

https://www.standardlife.com/dotcom/library/SLA-2017/Standard-Life-Aberdeen-Directors-Remuneration-Policy.pdf

Important Notices

This announcement is for information purposes only and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger. It does not constitute a prospectus or prospectus equivalent document.

Overseas Jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable legal or regulatory requirements.  Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.  This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Standard Life Aberdeen or required by the City Code, and permitted by applicable law and regulation, the availability of New Shares issued pursuant to the Merger to Aberdeen Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in or into or from any Restricted Jurisdiction.

The availability of New Shares to be issued pursuant to the Merger to Aberdeen Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Aberdeen Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Aberdeen Shareholders in overseas jurisdictions and holders of Aberdeen ADRs are contained in the Scheme Document published in connection with the Merger on 9 May 2017.

Additional Information for US Investors

The Merger relates to the shares of a Scottish company and has been implemented by means of a scheme of arrangement provided for under Scottish company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Merger is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules. Financial information included in this announcement and the Scheme Documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for US holders of Aberdeen Shares to enforce their rights and any claim arising out of the US federal laws, since Standard Life Aberdeen is located in a non-US jurisdiction, and some or all of its officers and directors may be residents of a non-US jurisdiction. US holders of Aberdeen Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

The Merger has been carried out under a scheme of arrangement provided for under Scottish company law. As such, New Shares to be issued pursuant to the Scheme to Aberdeen Shareholders will be issued in reliance upon the exemption from the registration requirements of the US Securities Act, provided by Section 3(a)(10) thereof.

Securities to be issued pursuant to the Scheme will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities laws of such state.

For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, at the Aberdeen Court Hearing on 11 August 2017, the Court was advised that its sanctioning of the Scheme will be relied on by Standard Life Aberdeen as an approval of the Scheme following a hearing on its fairness to Aberdeen Shareholders, at which Court hearing all Aberdeen Shareholders were entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification was given to all such holders.

Important Notices Relating to Financial Advisers

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for Standard Life Aberdeen and no one else in connection with the Merger and will not be responsible to anyone other than Standard Life Aberdeen for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Merger or any other matters referred to in this announcement.

Cautionary Note Regarding Forward-Looking Statements

This announcement (including information incorporated by reference into this announcement), oral statements regarding the Merger and other information published by Standard Life Aberdeen contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of Standard Life Aberdeen and its group and certain plans and objectives with respect to Standard Life Aberdeen.  These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Standard Life Aberdeen about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Merger on Standard Life Aberdeen and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning.  These statements are based on assumptions and assessments made by Standard Life Aberdeen in light of its experience and its perception of historical trends, current conditions, future developments and other factors it believes appropriate.  By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.  Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements.  Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. For a discussion of important factors which could cause actual results to differ from forward-looking statements in relation to the Standard Life Aberdeen Group, refer to the annual report and accounts of the Standard Life Group for the financial year ended 31 December 2016 and of the Aberdeen Group for the financial year ended 30 September 2016, respectively.

Each forward-looking statement speaks only as at the date of this announcement. Neither Standard Life Aberdeen, nor its group assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

Publication on website and availability of hard copies

A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Standard Life Aberdeen's website www.standardlifeaberdeen.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

Standard Life Aberdeen shareholders may request a hard copy of this announcement by: (i) contacting Standard Life Aberdeen Shareholder Services during business hours on 0345 113 0045 or [phone], (ii) by submitting a request in writing to Standard Life Aberdeen Shareholder Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

LEI number of Standard Life Aberdeen plc: 0TMBS544NMO7GLCE7H90

 

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