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 (E) 596/2014. 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.
NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("US PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSION (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.
Standard Life Aberdeen plc (the "Company")
23 October 2018
Announcement of the Pricing Results in respect of certain Securities
On 1 October 2018, Standard Life Aberdeen plc (the "Issuer") announced separate invitations to holders (the "Securityholders") of its outstanding (a) 6.75 per cent. Fixed Rate Perpetual Reset Subordinated Guaranteed Bonds ISIN: XS0151267878 (the "Perpetuals") and (b) 6.546 per cent. Mutual Assurance Capital Securities ISIN: XS0204938798 (the "MACs" and, together with the Perpetuals, the "Securities") to tender their Securities for purchase by the Issuer for cash (the "Offers") and to approve certain modifications to the terms and conditions of the Securities to facilitate the full and final redemption of the Securities (the "Proposals"). Separate meetings of the Securityholders of each of the Securities (each a "Meeting" and together the "Meetings") were held earlier today in connection with the Proposals, and the Issuer announced following the Meetings (RNS Number: 9202E) that the Extraordinary Resolutions were passed for each of the Securities.
The full terms and conditions of the Offers and Proposals were contained in the tender offer and solicitation memorandum dated 1 October 2018 (the "Tender Offer and Solicitation Memorandum") prepared by the Issuer.
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Solicitation Memorandum.
Pricing
The Issuer confirms the following pricing results:
Description of the Securities |
ISIN/Common Code |
Relevant Benchmark Security Rate |
Tender Spread |
Tender Yield/ Mandatory Redemption Yield1 |
Early Tender Price |
Mandatory Redemption Price/Final Tender Price |
£500,000,000 6.75 per cent. Fixed Rate Perpetual Reset Subordinated Guaranteed Bonds ("Perpetuals") |
XS0151267878 / 15126787 |
1.405 per cent. |
0.50 per cent. |
1.914 per cent. |
138.456 per cent. |
137.456 per cent. |
£300,000,000 6.546 per cent. Mutual Assurance Capital Securities ("MACs") |
XS0204938798 / 020493879 |
0.734 per cent. |
0.25 per cent. |
0.986 per cent. |
106.595 per cent. |
105.595 per cent. |
1 For the avoidance of doubt, the sum of the Tender Spread and the Relevant Benchmark Security Rate has been annualised to match the coupon frequency of the applicable Securities.
Supplemental Trust Deeds
The Perpetual Supplemental Trust Deed and the MAC Supplemental Trust Deed, completed with the relevant "Mandatory Redemption Price" set out in the table above and the "Mandatory Redemption Date" will be executed by the parties thereto in due course. The amendments to the Conditions of the Perpetuals and the MACs, respectively, will become effective upon the execution of the Supplemental Trust Deeds.
Cancellation
Settlement of the Offers and redemption of Securities pursuant to the Proposals is expected to take place on 25 October 2018. All Securities which are purchased by the Issuer pursuant to the Offers will forthwith be cancelled.
Following cancellation of such Securities and the redemption of the remaining Securities on the applicable Mandatory Redemption Date (being 25 October 2018), the aggregate principal amount outstanding of the Perpetuals and the MACs shall be zero.
DEALER MANAGERS
(in respect of the Offers and Proposals made to Relevant Securityholders)
Barclays Bank PLC Telephone: +44 20 3134 8515 |
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J.P. Morgan Securities plc Telephone: +44 20 7134 2468 |
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TENDER AGENT |
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Lucid Issuer Services Limited Telephone: +44 207 704 0880 |
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General
This announcement must be read in conjunction with the Tender Offer and Solicitation Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer and Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Tender Offer and Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.