Proposed all-share merger:post-merger Co-CEO roles

RNS Number : 9483Z

Standard Life plc

20 March 2017

 

Standard Life plc and Aberdeen Asset Management PLC - post-merger Co-Chief Executive roles

On Monday 6 March 2017 the Boards of Standard Life plc and Aberdeen Asset Management PLC announced a recommended all-share merger to create one of the largest active investment managers in the world.

The post-merger approach to Organisational Design and the allocation of responsibilities between the Co-Chief Executives ("Co-CEOs") is being communicated today.

The Organisational Design will be aligned to the Combined Group's strategy by:

·     Putting investments at the heart of the combined business;

·     Focussing on long-term client needs;

·     Diversifying across geographies, asset classes and client and customer channels;

·     Distributing through a combination of wholly owned businesses, joint ventures and strategic alliances;

·     Co-ordinating and effectively operating across all distribution channels;

·     Reducing costs and realising further efficiencies through simplification; and

·     Delivering on the integration objectives, including the targeted synergies.

As Co-CEOs, Keith Skeoch and Martin Gilbert will share responsibility for core aspects of the role such as the Executive Committee, developing and promoting the Combined Group's strategy and objectives, and monitoring operational performance and strategic direction.

The principles supporting the allocation of responsibilities between them will be as follows:

Keith Skeoch will have individual accountability for the day to day running of the fabric of the combined business including responsibility for Investments, Pensions and Savings, the India and China Insurance Joint Ventures, Operations, Finance, HR, Risk and Regulatory Culture, as well as the Legal and Secretariat functions.

Martin Gilbert will have individual accountability for external matters including responsibility for International Activities, Distribution including client engagement and business development, Marketing and Corporate Development.

Keith and Martin will have joint accountability for Communications and the post-merger Integration Programme.

A Chairman's Committee will be established to ensure effective co-ordination as the Combined Group moves forward after completion of the merger. It will be chaired by Sir Gerry Grimstone, with Simon Troughton (Deputy Chairman of the Combined Group), Keith Skeoch and Martin Gilbert as its other members.

Both companies expect to make further announcements regarding the composition of the proposed executive management teams of the Combined Group and senior executive responsibilities in due course.

Sir Gerry Grimstone, Chairman of the proposed Combined Group said;

"I am delighted that we have announced these clear accountabilities for the Co-CEOs in the combined business. Both boards have thought carefully about the key responsibilities and believe that the proposals play well to Keith's and Martin's respective leadership strengths. This blend of complementary skills and experience will serve the company well".

All relevant appointments are subject to regulatory approval.

20 March 2017

Enquiries:

For Standard Life plc:

Barry Cameron, Head of Corporate Communications                       [phone]

Jakub Rosochowski, Investor Relations Director                               [phone]

For Aberdeen Asset Management PLC:

James Thorneley, Head of Corporate Communications                    [phone]

Shelley Fishwick, Group Investor Relations                                       [phone]

Standard Life plc's LEI: OTMBS544NMO7GLCE7H90

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Standard Life and/or 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 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 Aberdeen, and/or Standard Life in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe 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 document 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 you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Aberdeen nor Standard Life 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.

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 global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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's website www.standardlife.com and on Aberdeen's website www.aberdeen-asset.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 websites referred to in this Announcement are not incorporated into and do not form part of this announcement.

 

END

 

 

MSCGMGZFMGRGNZM