Results of Proposals & Meetings re. securities

RNS Number : 9202E

Standard Life Aberdeen plc

23 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 (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 results of the Proposals and Meetings 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) £500,000,000 6.75 per cent. Fixed Rate Perpetual Reset Subordinated Guaranteed Bonds ISIN: XS0151267878 (the "Perpetuals") and (b) £300,000,000 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 now announces the results of each Meeting.

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.

Results of the Meetings

Perpetuals

NOTICE IS HEREBY GIVEN to holders of the Perpetuals that at the Meeting in respect of the Perpetuals, the Extraordinary Resolution was duly passed and became unconditional, with 99.95 % of votes cast in favour of the Extraordinary Resolution. Voter(s) representing not less than 75% of the aggregate principal amount of the outstanding Perpetuals, being £374,860,500, were present at the Meeting and, as a consequence the quorum requirements for the purpose of the meeting pursuant to the Trust Deed was satisfied. 

In accordance with the indicative timetable set out in the Tender Offer and Solicitation Memorandum, the Perpetual Supplemental Trust Deed will be entered into following the Pricing Time.

The principal amount of Perpetuals validly tendered by Securityholders pursuant to the Offers was £480,198,000, representing 96.04% of the aggregate principal amount of the Perpetuals The Issuer has decided to accept for purchase all Perpetuals validly tendered pursuant to the Offers. The Perpetual Securities Acceptance Amount is £480,198,000.

MACs

NOTICE IS HEREBY GIVEN to holders of the MACs that at the Meeting in respect of the MACs, the Extraordinary Resolution was duly passed and became unconditional, with 99.96 % of votes cast in favour of the Extraordinary Resolution. Voter(s) representing not less than 75% of the aggregate principal amount of the outstanding MACs, being £225,000,000, were present at the Meeting and, as a consequence the quorum requirements for the purpose of the meeting pursuant to the Trust Deed was satisfied. 

In accordance with the indicative timetable set out in the Tender Offer and Solicitation Memorandum, the MAC Supplemental Trust Deed will be entered into following the Pricing Time.

The principal amount of MACs validly tendered by Securityholders pursuant to the Offers was £283,874,000, representing 94.62% of the aggregate principal amount of the MACs. The Issuer has decided to accept for purchase all MACs validly tendered pursuant to the Offers. The MAC Securities Acceptance Amount is £283,874,000.

Pricing and Settlement

As envisaged by the indicative timetable contained in the Tender Offer and Solicitation Memorandum (i) each Tender Yield, (ii) each Tender Price, (iii) the "Mandatory Redemption Price", "Mandatory Redemption Date" and "Mandatory Redemption Yield" and (vi) the Settlement Date in respect of each of the Securities is expected to be announced by the Issuer later today following the Pricing Time (being at or around 2.00 p.m. (London time)) (the "Pricing Announcement").

All holders that voted prior to the Early Response Deadline will receive the Early Voting-Only Fee as set out in the Tender Offer and Solicitation Memorandum.

The Settlement Date is expected to be 25 October 2018. Following cancellation of such Securities and the redemption of the remaining Securities on the applicable Mandatory Redemption Date (which will be announced in the Pricing Announcement), the aggregate principal amount outstanding of the Perpetuals and the MACs shall be zero.

The Issuer is very pleased with the overall outcome of the Offers and the Proposals and the high level of Securityholder support received across both of the Securities.

DEALER MANAGERS
(in respect of the Offers and Proposals made to Relevant Securityholders)

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
	TENDER AGENT
	Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA Telephone: [phone] Email: [e-mail] Attention: David Shilson

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.

 

END

 

 

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