Subordinated Bonds

RNS Number : 2124N

Standard Life plc

30 August 2011

 



NOT FOR DISTRIBUTION TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES

This announcement does not constitute an invitation to participate in the Invitation (as defined herein) in or from any jurisdiction in or from which, or to or from any person to whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular the United States, Italy, the United Kingdom, Belgium and France) may be restricted by law. See "Jurisdictional Restrictions" below. Persons into whose possession this document comes are required by the Joint Dealer Managers and Standard Life plc to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Joint Dealer Managers or the Company.

London, 30 August 2011.

Standard Life plc (the "Company") hereby announces that it is inviting holders of the outstanding €750,000,000 6.375 per cent. Fixed/Floating Rate Subordinated Guaranteed Bonds due 2022 unconditionally and irrevocably guaranteed on a subordinated basis by Standard Life Assurance Limited (the "Guarantor") (the "Bonds") issued by the Company to submit offers ("Offers") to sell their Bonds to the Company for cash (the "Invitation"). The Invitation is being made upon the terms and subject to the conditions contained in the invitation for offers dated 30 August 2011 (the "Invitation for Offers") prepared in connection with the Invitation, and is subject to the jurisdictional restrictions set out below. Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Invitation for Offers.

Description of the Bonds	Outstanding Principal Amount	ISIN/ Common Code	First Call Date	Purchase Price
€750,000,000 6.375 per cent. Fixed/Floating Rate Subordinated Guaranteed Bonds due 2022	€750,000,000	XS0151267522/ 015126752	12 July 2012	€10,200 per €10,000 principal amount

Rationale for the Invitation

The Invitation is being made as part of the Company's active capital management strategy.

Procedure

The Company is inviting holders of the Bonds to submit Offers to sell to the Company for cash any and all of the Bonds on the terms and subject to the conditions contained in the Invitation for Offers. Holders who submit a valid Offer at or prior to the Expiration Time and whose Bonds are accepted for purchase by the Company, will receive the purchase price for the Bonds as set out above (the "Purchase Price") plus Accrued Interest.

The Company reserves the right, in its sole discretion, not to accept any Offers or to modify in any manner any of the terms and conditions of the Invitation (subject to applicable law).

Participating in the Invitation

To tender Bonds pursuant to the Invitation, a holder should deliver, or arrange to have delivered on its behalf, only through Euroclear or Clearstream, Luxembourg and in accordance with the requirements of such clearing system, a valid Electronic Offer Instruction that is received by the Tender Agent by the Expiration Time.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds whether such intermediary must receive instructions to participate in the Invitation before the deadlines specified in the timeline below.

Expected Transaction Timeline

30 August 2011 (the "Launch Date")	Commencement of the Invitation.
4:00 p.m., London time, on 9 September 2011 (the "Expiration Time")	The Invitation expires unless the Company extends it or terminates it earlier in its sole discretion.
At or around 2:00 p.m. on 12 September 2011 (the "Offer Acceptance Date")	The Company announces whether it will accept any Offers and, if so, announces the aggregate principal amount of Bonds it will purchase and the aggregate principal amount of Bonds remaining outstanding following the completion of the Invitation.
14 September 2011, or as soon as practicable thereafter (the "Settlement Date")	The Company pays the Purchase Price in respect of the Bonds accepted for purchase, plus Accrued Interest. All other Bonds will remain outstanding.

Further Information

A complete description of the terms and conditions of the Invitation is set out in the Invitation for Offers which is available to eligible persons upon request from the Tender Agent. Deutsche Bank AG, London Branch, J.P. Morgan Securities Ltd and UBS Limited are the Joint Dealer Managers for the Invitation.

Requests for information in relation to the Invitation should be directed to:

JOINT DEALER MANAGERS

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel: [phone]
Email: [e-mail]

J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ

Tel: [phone]
Email: [e-mail]

UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Tel: [phone]
Email: [e-mail]

Requests for information in relation to the procedures for offering Bonds in the Invitation and the submission of Electronic Offer Instructions should be directed to:

THE TENDER AGENT

Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: [phone]
Email: [e-mail]
Attn: Yves Theis, David Shilson

The Joint Dealer Managers do not take responsibility for the contents of this announcement and none of the Company, the Guarantor, the Joint Dealer Managers, the Tender Agent, the Trustee or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether holders should tender Bonds in the Invitation. This announcement must be read in conjunction with the Invitation for Offers. No Invitation to acquire any Bonds is being made pursuant to this announcement. Any such Invitation is only being made in the Invitation for Offers and any such acquisition or acceptance of Offers should be made solely on the basis of information contained in the Invitation for Offers. This announcement and the Invitation for Offers contain important information which should be read carefully before any decision is made with respect to the Invitation. If any holder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

Jurisdictional Restrictions

This announcement and the Invitation for Offers do not constitute, and may not be used in connection with, an offer to buy or a solicitation of an offer to sell any Bonds, and Offers will not be accepted from holders, in any jurisdiction in which such offer or solicitation is unlawful. In any jurisdiction where the securities or other laws require the Invitation to be made by a licensed broker or dealer and in which a Joint Dealer Manager or any of its affiliates is so licensed, the Invitation shall be deemed to be made on behalf of the Company in such jurisdictions by such Joint Dealer Manager or such affiliates (where it is so licensed), as the case may be.

The distribution of the Invitation for Offers is restricted by law in certain jurisdictions. Persons into whose possession the Invitation for Offers comes are required to inform themselves of and to observe any of these restrictions.

The Invitation for Offers does not constitute, and may not be used in connection with, an offer to buy Bonds or a solicitation to sell Bonds by anyone in any jurisdiction in which such an offer or solicitation is not authorised or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. Neither the Company nor the Joint Dealer Managers accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.

United States

The Invitation is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Bonds may not be tendered in the Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended. Accordingly, copies of the Invitation for Offers and any other documents or materials relating to the Invitation are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of Bonds in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each holder of Bonds participating in the Invitation will represent that it is not located in the United States and is not participating in the Invitation from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Invitation from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

None of the Invitation, the Invitation for Offers or any other documents or materials relating to the Invitation have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations, and therefore the Invitation may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of February 24, 1998, as amended (the "Financial Services Act").

Accordingly, the Invitation is not addressed to, and neither the Invitation for Offers nor any other documents, materials or information relating, directly or indirectly, to the Invitation can be distributed or otherwise made available (either directly or indirectly) to any person in Italy other than:

(i)       to qualified investors (investitori qualificati) pursuant to article 34-ter, paragraph 1, letter (b), of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time (the "CONSOB Regulation") acting on their own account; or

(ii)      in any other circumstances where an express exemption from compliance with the restrictions on public purchases or exchange offers applies pursuant to the Financial Services Act or the CONSOB Regulation.

United Kingdom

The communication of the Invitation for Offers by the Company and any other documents or materials relating to the Invitation is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

Neither the Invitation for Offers nor any other documents or materials relating to the Invitation have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Invitation may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Invitation may not be advertised and the Invitation will not be extended, and neither the Invitation for Offers nor any other documents or materials relating to the Invitation (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. The Invitation for Offers has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Invitation. Accordingly, the information contained in the Invitation for Offers may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Invitation is not being made, directly or indirectly, to the public in France. Neither the Invitation for Offers nor any other documents or offering materials relating to the Invitation have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Invitation. The Invitation for Offers has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

 

END

 

 

MSCKBLBXFVFLBBZ