Results of Meeting of Noteholders

RNS Number : 5033H

Standard Life Aberdeen plc

15 November 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 INTO ANY JURISDICTION OR TO ANY PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

ANNOUNCEMENT OF RESULTS OF THE PROPOSAL AND MEETING IN RESPECT OF CERTAIN SECURITIES

On 24 October 2018, Standard Life Aberdeen plc (the "Company") announced 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 (ISIN: XS1698906259) (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 and the entry into a supplemental trust deed, a supplemental agency agreement and a new global certificate in respect of the Notes. The Meeting was held earlier today and the Company now announces (inter alia) the results of the Meeting.

The full terms and conditions of the Proposal were contained in the consent solicitation memorandum dated 24 October 2018 (the "Consent Solicitation Memorandum") prepared by the Company.

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

Consent Conditions

The implementation of the Proposal was 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 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"), irrespective of any participation at the Meeting by Noteholders who are not Proposal Eligible 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").

Results of the Meetings

NOTICE IS HEREBY GIVEN to Noteholders that, at the Meeting, the necessary quorum was achieved, the Extraordinary Resolution was duly passed and the Eligibility Condition was satisfied. Accordingly, the Consent Conditions were satisfied. 

In accordance with the indicative timetable set out in the Consent Solicitation Memorandum and as a result of the satisfaction of the Consent Conditions, the Supplemental Trust Deed, the Supplemental Agency Agreement and the new global certificate in respect of the Notes will be entered into on 15 November 2018, being the Amendment Effective Date.

The Company is very pleased with the overall outcome of the Proposal and the high level of Noteholder support received.

Fee Payment Date

The Fee Payment Date, on which date Noteholders will receive any applicable Consent Fee or Ineligible Holder Payment, as the case may be, is expected to be 19 November 2018.

Further Information

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 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 Agents
(in respect of the Proposal made to Relevant Noteholders)

Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB 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	Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Telephone: [phone] Email:  [e-mail] Attention: Liability Management Group
	TABULATION AGENT
	Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Telephone: [phone] Email: [e-mail] Attention: David Shilson

General

No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Solicitation Agents and the Tabulation Agent to inform themselves about and to observe any such restrictions.

 

END

 

 

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