Scheme of arrangement

RNS Number : 8483N

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")

Recommended All-Share Merger of Standard Life plc ("Standard Life")
and Aberdeen Asset Management PLC ("Aberdeen")

Scheme of Arrangement becomes Effective

Change of Company name becomes effective

New ordinary shares

Further to the announcement by Standard Life and Aberdeen on 6 March 2017 relating to the recommended all-share merger of Standard Life and Aberdeen (the "Merger"), to be implemented by way of court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), Standard Life Aberdeen is pleased to announce that the Scheme has become effective in accordance with its terms, following the sanction of the Scheme by the Court of Session in Scotland on 11 August 2017 and the delivery of the court order to the Registrar of Companies earlier today. The entire issued ordinary share capital of Aberdeen is now owned by Standard Life Aberdeen.

Standard Life was renamed Standard Life Aberdeen plc immediately following the Scheme becoming effective. 

Holders of ordinary shares of 10 pence each in the capital of Aberdeen ("Aberdeen Shares") on the register at the Scheme record time, being 6.00 p.m. on 11 August 2017, will receive 0.757 of an ordinary share of 12 2/9 pence each in the capital of Standard Life Aberdeen ("New Shares") in exchange for each Aberdeen Share. As a result, 997,661,231 New Shares will be listed on the Premium Listing segment of the Official List of the UK Listing Authority and will be admitted to trading on the London Stock Exchange's main market at 8.00 a.m. today.

The Standard Life Aberdeen ticker will be changed from SL to SLA with effect from 8:00 a.m. today.

Keith Skeoch, co-Chief Executive of Standard Life Aberdeen commented:

"Today marks the culmination of many months of hard work and preparation by our business and the beginning of a new chapter in our history as Standard Life Aberdeen plc. Our leadership team is in place and we have full business readiness from day one. Our people have worked exceptionally well together to complete the merger on schedule and we would like to thank them for this. The co-operation and collaboration we have witnessed bodes well in helping us create a world-class investment company for our clients, shareholders and people."

Martin Gilbert, co-Chief Executive of Standard Life Aberdeen commented:

"As ever our priority remains the delivery of strong investment performance and the highest level of client service. The merger deepens and broadens our investment capabilities and gives us a stronger and more diverse range of investment management skills as well as significant scale across asset classes and geographies. We believe this will enable us to deliver an even better proposition and service to our enlarged client base."

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.

Following the admission to trading of the New Shares, the Company's issued share capital will consist of 2,977,229,231 ordinary shares with each share carrying the right to one vote. The Company holds no ordinary shares in treasury.  The total number of voting rights in the Company will therefore be 2,977,229,231.  This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

Standard Life Aberdeen

Media Enquiries	Investor Enquiries
Barry Cameron, Head of Strategic Communications [phone]	Jakub Rosochowski, Investor Relations Director [phone]
Katy Hetherington, Public Relations Manager [phone]	Neil Longair, Investor Relations Manager [phone]
James Thorneley, Head of Corporate Communications [phone]	Shelley Fishwick, Group Investor Relations [phone]

Goldman Sachs International (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 (Communications Adviser to Standard Life Aberdeen)      [phone]
Michelle Clarke
Andrew Grant

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Aberdeen)            [phone]

Conor Hillery                                                                                                                                  

Dwayne Lysaght

Edward Squire

James Robinson

Credit Suisse International (Financial Adviser and Corporate Broker to Aberdeen)   [phone]

Hamish Summerfield                                                                                                                      

Andrew Forrester

Joe Hannon

Samie Zare

Cenkos Securities PLC (Corporate Broker to Aberdeen)                                                 [phone]

Nicholas Wells                                                                                                                               

Elizabeth Bowman

Jeremy Osler

Maitland (Public Relations Adviser to Aberdeen)                                                                [phone]

Neil Bennett                                                                                                                                   

Kate O'Neill

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 to be 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 (the "Scheme Document").

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.

The receipt of New Shares by a US Holder (as defined in the Scheme Document) as consideration for the transfer of its Scheme Shares (as defined in the Scheme Document) pursuant to the Scheme is expected to be a taxable transaction for US federal income tax purposes. Accordingly, a US Holder will generally be required to recognise gain or loss in an amount equal to the difference between its tax basis in the Scheme Shares and the fair market value of the New Shares received (plus any cash received in lieu of fractional entitlements to a New Share), both amounts determined in US dollars. If Aberdeen is currently or has been a passive foreign investment company ("PFIC") for any taxable year in which a Scheme Shareholder that is a US Holder has held Scheme Shares, any gain recognised will generally be treated as ordinary income and may be subject to an additional tax. Each US Holder is urged to consult its own appropriately authorised independent professional adviser regarding the US federal, state and local and non-US tax consequences of the Scheme applicable to it.

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.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for Aberdeen and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Aberdeen for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser exclusively for Aberdeen and no one else in connection with the matters set out in this announcement and will not be responsible to any person other than Aberdeen for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Merger, the content of this announcement or any matter referred to herein. None of Credit Suisse and any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Cenkos Securities PLC ("Cenkos"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Aberdeen and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Aberdeen for providing the protections afforded to clients of Cenkos, nor for providing advice in relation to the Merger or any other matters referred to herein.

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], or (ii) 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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