Notice of Adjourned 7.014% Class Meeting

RNS Number : 8618J

Standard Chartered PLC

15 December 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "U.S.") OR TO ANY "U.S. PERSON" AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OTHER THAN A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Standard Chartered PLC
15 December 2022

Standard Chartered PLC
(a public limited company incorporated in England and Wales)
(the " Company ")

Notice of adjourned meeting of the holders of the 7.014% non-cumulative redeemable preference shares of US$5 each in the capital of Standard Chartered PLC (the "7.014% Preference Shares")

NOTICE IS HEREBY GIVEN that a meeting of the holders of the 7.014% Preference Shares (the "7.014% Preference Shareholders") on 15 December 2022 (the "7.014% Class Meeting") has been adjourned to 10:15 a.m. on 4 January 2023, or as soon thereafter as the 6.409% Class Meeting (as defined in the Consent Solicitation Memorandum and Notices of Class Meeting dated 8 November 2022 (the "Consent Solicitation Memorandum")), which has been adjourned to 10:00 a.m. on 4 January 2023, has ended (or been further adjourned), at 1 Basinghall Avenue, London, United Kingdom, EC2V 5DD (the "Adjourned7.014% Class Meeting") due to the lack of quorum required in respect of the special resolution (as set out below and in the notice of the 7.014% Class Meeting dated 8 November 2022 and sent to the 7.014% Preference Shareholders (the "7.014% Class Meeting Notice") (the "7.014% Special Resolution")). Unless otherwise defined, capitalised terms used in this notice have the meanings given in the Consent Solicitation Memorandum.

The quorum required in respect of the 7.014% Special Resolution at the Adjourned 7.014% Class Meeting is one 7.014% Preference Shareholder entitled to vote and present in person or by proxy (whatever the number of 7.014% Preference Shares held by him). The Adjourned 7.014% Class Meeting is for the purpose of considering and, if thought fit, passing the 7.014% Special Resolution, being in summary:

"THAT the terms and provisions of the 7.014% Preference Shares shall be varied as set out in the Appendix to the 7.014% Class Meeting Notice."

Votes cast in advance by proxy, which reflect the instructions received from Eligible ADS Holders, indicate that the 7.014% Special Resolution will not be passed, notwithstanding that 60% of those votes received are in favour. The Company will consider any appropriate next steps following the Adjourned 7.014% Class Meeting.

Where relevant, the expected timetable of the principal events in respect of the 7.014% Preference Shares (as set out in Part 4 to the Consent Solicitation Memorandum) (the "Expected Timetable") has been amended to reflect the adjournment of the 7.014% Class Meeting. The relevant updates to the Expected Timetable are set out below. 

Please note that as the ADS Instruction Deadline has now passed it will not be possible for Eligible ADS Holders to submit or amend ADS Voting Instructions. The ADR Depositary will not itself exercise any voting discretion regarding the 7.014% Special Resolution, and will instead endeavour insofar as practicable and permitted under the provisions of or governing the 7.014% Preference Shares to vote on the 7.014% Special Resolution in accordance with any ADS Voting Instructions that have been validly submitted.

Further information concerning the 7.014% Special Resolution is contained in the 7.014% Class Meeting Notice, a copy of which is available on the Standard Chartered PLC website at https://www.sc.com/en/investors/shareholder-information/.

Updated Expected Timetable for the 7.014% Adjourned Class Meeting

These dates and times are subject to change. Any change will be notified by announcement on a Regulatory Information Service.

Date	Action
5:00 pm London time on 02 January 2023	Voting Record Time for Preference Shareholders Only 7.014% Preference Shareholders named in the Company's register of members as holders of the 7.014% Preference Shares at this time and date will be entitled to vote on the 7.014% Special Resolution
10:15 am London time on 03 January 2023	Proxy Deadline Latest time for 7.014% Preference Shareholders to submit a form of proxy relating to the 7.014% Special Resolution Please note that any forms of proxy which were validly submitted by 7.014% Preference Shareholders prior to the 7.014% Class Meeting will remain in effect unless replaced by a new form of proxy validly submitted by the relevant 7.014% Preference Shareholder before the proxy deadline
10:15 am London time on 04 January 2022 or as soon thereafter as the adjourned 6.409% Class Meeting has ended (or been further adjourned)	Adjourned 7.014% Class Meeting
As soon as practicable after the Adjourned 7.014% Class Meeting	Announcement of the results of the Adjourned 7.014% Class Meeting   Announcement of whether the 7.014% Special Resolution has been passed

 

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