Tender Offer to purchase securities for cash

RNS Number : 7249S

Standard Life Aberdeen plc

13 March 2019

 

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 TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Standard Life Aberdeen plc

13 March 2019

STANDARD LIFE ABERDEEN PLC ANNOUNCES TENDER OFFER TO PURCHASE SECURITIES FOR CASH

Standard Life Aberdeen plc (the "Company") has today launched an invitation to (subject to the offer and distribution restrictions described below) the holders (the "Securityholders") of its outstanding £500,000,000 Fixed Rate Subordinated Notes due 2042 ("Securities") to tender any and all of their Securities for purchase by the Company for cash (the "Offer").

This announcement does not contain the full terms and conditions of the Offer, which are contained in the Tender Offer Memorandum dated 13 March 2019 (the "Tender Offer Memorandum") prepared by the Company. Accordingly, this announcement should be read in conjunction with the Tender Offer Memorandum. Subject to the offer and distribution restrictions described below and as more fully set out in the Tender Offer Memorandum, Securityholders may obtain a copy of the Tender Offer Memorandum from the Tender Agent, the contact details of which are set out below. In order to receive a copy of the Tender Offer Memorandum, a Securityholder will be required to provide certain confirmations as to his or her status.

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

Securityholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Description of the key terms of the Offer

Description of the Securities	ISIN	Outstanding Nominal Amount	Existing First Call Date of the Securities	Benchmark Security	Tender Spread	Amount Subject to the Offer
£500,000,000 Fixed Rate Subordinated Notes due 2042	XS0860360295	£500,000,000	4 December 2022	1.75 per cent. UK Treasury Gilt due 7 September 2022 (ISIN: GB00B7L9SL19)	150 basis points	Any and all of the Securities

The Expiration Deadline for the Offer will be 4.00 p.m. (London time) on 21 March 2019. The deadline is subject to any extension, re-opening, amendment or termination of the Offer as provided in the Tender Offer Memorandum.

Rationale for the Offer

Following the completion of the sale and transfer of the entire issued share capital of Standard Life Assurance Limited to Phoenix Group Holdings, the Company is making the Offer to reduce and optimise the funding costs associated with the Securities. In addition, the Offer will provide liquidity to Securityholders.

The Company has sought and obtained the non-objection of the Financial Conduct Authority to the Offer.

Details of the Offer

Participation

In order to participate in the Offer, Securityholders must validly tender their Securities for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent prior to the Expiration Deadline.

The purchase of Securities pursuant to the Offer is subject to the terms and conditions set out in the Tender Offer Memorandum.

The Company is under no obligation to accept any tender of Securities for purchase pursuant to the Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is under no obligation to Securityholders to furnish any reason or justification for refusing to accept a tender of Securities for purchase. For example, tenders of Securities may be rejected if the Offer is terminated, if any such tender does not in the determination of the Company comply with the requirements of a particular jurisdiction or if the Company decides not to accept any tenders of Securities for any other reason.

Only Direct Participants may submit Tender Instructions. Each Securityholder that is not a Direct Participant must arrange for the Direct Participant through which it holds the Securities to submit a Tender Instruction on its behalf to the relevant Clearing System prior to the deadline specified by such Clearing System.

Tender Price, Accrued Interest Payment and Arrears of Interest

The Company will, on the Settlement Date, pay for Securities accepted by it for purchase pursuant to the Offer prior to the Expiration Deadline, a price (the "Tender Price") to be determined at or around 1:00 p.m. (London time) (the "Pricing Time") on the Business Day following the Expiration Deadline (the "Pricing Date") by reference to the sum (such sum, the "Tender Yield") of a purchase spread of 150 basis points (the "Tender Spread") and the Benchmark Security Rate.

Specifically, the Tender Price applicable to the Securities will equal (a) the value of all remaining payments of principal and interest (assuming there shall be no deferral of such payments of interest pursuant to the Conditions) on the Securities up to and including the Existing First Call Date, discounted to the Settlement Date at a discount rate equal to the Tender Yield, minus (b) Accrued Interest in respect of the Securities.

The Tender Price will be determined by the Company in accordance with market convention and expressed as a percentage of the principal amount of the Securities (and rounded to the nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards).

The Company will also pay, on the Settlement Date, an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offer.

For the avoidance of doubt, no Arrears of Interest are currently outstanding and therefore no Arrears of Interest shall be payable in respect of the Securities.

Indicative timetable

This is an indicative timetable showing one possible outcome for the timing of the Offer based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended, re-opened or amended by the Company in accordance with the terms of the Offer as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Events	Times and Dates
Commencement of the Offer Announcement of the Offer. Tender Offer Memorandum available (subject to the offer and distribution restrictions set out in "Offer and Distribution Restrictions") from the Tender Agent. Notice delivered to Clearing Systems for communication to Direct Participants.	13 March 2019
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Securityholders to be able to participate in the Offer.	4.00 p.m. (London time) on 21 March 2019
Pricing Time Determination of the Benchmark Security Rate, and calculation of the Tender Price for the Securities, if the Company intends to accept the Securities for purchase.	At or around 1.00 p.m. (London time) on 22 March 2019
Announcement of Tender Price and Final Tender Results Announcement of whether the Company will accept valid tenders of Securities pursuant to the Offer and, if so accepted, (i) the Benchmark Security Rate, (ii) the Tender Yield, (iii) the Tender Price for the Securities accepted for purchase and (iv) the aggregate principal amount of the Securities (if any) that it will accept for purchase pursuant to the Offer.	As soon as reasonably practicable after the Pricing Time
Expected Settlement Date Payment of the Tender Price and Accrued Interest Payment for the Securities validly tendered and accepted for purchase pursuant to the Offer.	26 March 2019

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer before the deadline specified above. The deadline set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the deadline specified above.

Further Information

Goldman Sachs International (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and Merrill Lynch International (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) are acting as Dealer Managers and Lucid Issuer Services Limited (Telephone: [phone]; Attention: David Shilson; Email: [e-mail]) is acting as Tender Agent.

None of the Dealer Managers has any role or responsibility in relation to, or liability for, the Offer made to holders of Securities who are not Relevant Securityholders.

Questions and requests for assistance in connection with (i) the Offer may be directed to (a) the Dealer Managers by Relevant Securityholders and (b) the Company by Securityholders that are not Relevant Securityholders (subject to the Company's rights as set out in the Tender Offer Memorandum), and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are stated above.

"Relevant Securityholder" means (a) in a Member State of the European Union (the "EU"), any Securityholder that is a "professional client" as defined in point (10) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended from time to time) or (b) in a jurisdiction outside of the EU, any Securityholder that is an institutional holder under applicable local law and not a retail holder.

This announcement is released by the Company and contains information in relation to the Securities 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 Offer. 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.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

United States

This announcement and the Offer are not being made and will not be made, directly or indirectly, in or into, or by use of the mails 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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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 or to any U.S. Person and the Securities cannot be tendered in the Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Securities in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by, or by any person acting for the account or benefit of, a U.S. Person or 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 Securityholder participating in the Offer will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the Offer 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 Offer from the United States and is not a U.S. Person. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer 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. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being the "Relevant Persons") and this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer must not be relied or acted upon by persons in the United Kingdom other than Relevant Persons.

France

This announcement and the Offer are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer 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) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets, each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) have 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 public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time), acting on their own account. 

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.

Securityholders, or beneficial owners of the Securities, that are located in the Republic of Italy can tender some or all of their Securities pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Offer.

Disclaimer

Please note that Securityholders must read this announcement in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Offer.

Securityholders who are in any doubt as to the action they should take or the impact of the Offer, or any related instruction are strongly advised to consult their own professional advisers, including as to any tax consequences.

None of the Company, the Dealer Managers, the Tender Agent or any director, officer, employee, agent or affiliate of any such person is acting for any Securityholder, or will be responsible to any Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer or the matters referred to therein, and accordingly none of the Company, the Dealer Managers, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation whatsoever regarding the Offer and none of the Company, the Dealer Managers, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether any Securityholder should submit any instruction in connection therewith.

Any materials relating to the Offer, including this announcement, do not constitute, and may not be used in connection with, any form of invitation, offer or solicitation in any place where such invitations, offers or solicitations are not permitted by law. If a jurisdiction requires that the Offer be made by a licenced broker or dealer and any of the Dealer Managers or any of their affiliates is a licensed broker or dealer in such jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

The distribution of the Tender Offer Memorandum and the making of the Offer by the Company in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Company and the Dealer Managers to inform themselves about, and to observe, any such restrictions.

LEI number of Standard Life Aberdeen plc: 0TMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

 

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