FF&P Partnership
Standard Chartered PLC
07 December 2005
REGULATORY ANNOUNCEMENT
For 0815 UK time on 7 December 2005
Standard Chartered and Fleming Family & Partners Limited to pursue wealth
management opportunities in Asia together.
Standard Chartered to become a 20% shareholder in Fleming Family & Partners
Standard Chartered PLC (together with its subsidiaries, 'Standard Chartered')
and Fleming Family & Partners Limited ('FF&P') announce that they will form a
strategic partnership to expand FF&P's private wealth management business into
Asia and the Middle East. It is intended that the co-operation will:
- Enhance the ability to provide services to ultra high net worth clients in
the region;
- Benefit from a combination of Standard Chartered's distribution
network, clients and contacts, and FF&P's name, wealth management expertise
and service offering; and
- Focus on client generational planning, and the preservation of
family capital, including ownership structures, inheritance and taxation
planning.
In connection with this strategic co-operation, Standard Chartered has launched
today an offer to acquire 20% of FF&P, comprising 18.2% in the form of existing
shares of FF&P and 1.8% in new FF&P shares to be issued at completion. FF&P
will continue to be majority owned by the Fleming family and its Directors.
Standard Chartered will appoint two representatives to the FF&P Board.
The consideration offered to FF&P and its shareholders will be £45 million
(approximately US$78 million) to be satisfied on completion substantially by the
issue of Standard Chartered PLC ordinary shares of US$0.50 each (the 'Shares'),
with the remainder being satisfied in cash. A further announcement will be made
when the number of Shares to be issued has been finally determined.
A majority of the Shares to be issued to FF&P's shareholders in connection with
this transaction will be subject to an agreement requiring the recipients to
retain such Shares for a period of not less than 12 months following completion.
The offer is subject to approval by FF&P's shareholders, confirmation that the
Guernsey Financial Services Commission does not object to Standard Chartered's
investment in FF&P, admission of the Shares to listing on the UK Official List
and to trading on the London Stock Exchange, and on permission being granted for
the listing of the Shares, and to deal in the Shares, on The Stock Exchange of
Hong Kong Limited. Each of the Directors of FF&P and certain other shareholders
(together representing 86.9% of the currently issued share capital of FF&P) have
irrevocably agreed to accept the offer from Standard Chartered in respect of
their own shareholdings in FF&P. Completion is expected by mid-January 2006.
Standard Chartered has been advised by Tricorn Partners LLP. The valuation of
FF&P was derived from cash flow projections and comparisons with both listed
companies and previous transactions in the wealth management sector. The
directors of Standard Chartered believe that the terms of the transaction are
fair and reasonable and in the interests of its shareholders as a whole. FF&P
has been advised by Hawkpoint Partners Ltd.
The book value as at 31 March 2005 of the FF&P shares to be acquired by Standard
Chartered was £1.5 million (approximately US$2.6 million).
The pre-tax profits attributable to the shares to be acquired for the two most
recent financial years ending 31 March were £0.8 million (approximately US$1.4
million) in 2004 and £1.6 million (approximately US$2.8 million) in 2005. The
post-tax profits attributable to the shares to be acquired for the two most
recent financial years were £0.4 million (approximately US$0.7 million) in 2004
and £0.9 million (approximately US$1.5 million) in 2005.
Contacts:
Media:
Investors/Analysts
Sean Farrell +44 20 7280 7163 Romy Murray +44 20 7280 7245
About Standard Chartered:
Standard Chartered is one of the world's most international banks, employing
over 40,000 people, representing 80 nationalities, across its network. Standard
Chartered operates in over 1,200 locations (including subsidiaries, associates
and joint ventures) in more than 50 countries in the Asia Pacific Region, South
Asia, the Middle East, Africa, the United Kingdom and the Americas.
Standard Chartered PLC is listed on both the London Stock Exchange and the Stock
Exchange of Hong Kong and is in the top 25 FTSE-100 companies, by market
capitalisation.
It serves both Consumer and Wholesale Banking customers. Consumer Banking
provides credit cards, personal loans, mortgages, deposit taking and wealth
management services to individuals and small to medium sized enterprises.
Wholesale Banking provides corporate and institutional clients with services in
trade finance, cash management, lending, securities services, foreign exchange,
debt capital markets and corporate finance.
Standard Chartered is well-established in growth markets and aims to be the
right partner for its customers. The Bank combines deep local knowledge with
global capability.
The Bank is trusted across its network for its standard of governance and
corporate responsibility as well as its commitment to making a difference in the
communities in which it operates.
About Fleming Family & Partners:
FF&P was established in 2000 to manage the Fleming family money following the
sale of Robert Fleming to Chase Manhattan Group. It also set out to offer its
highly specialized mix of services-- asset management, trustee services and
corporate finance advisory-- to other ultra high net worth families, individuals
and charities. It quickly became a leading provider in this specialized area and
now manages the assets of numerous family groupings, with third party funds now
representing over 50% of the total US$8billion assets under management and
administration. Geographical expansion has been an important part of its
strategy and it services its widely diversified client base from offices in
London, Zurich, Vaduz and Moscow. In its 2005 annual report it stated its
intention to open more offices in developed and developing markets. For further
details see: www.ffandp.co.uk
This announcement appears for information purposes only and does not constitute
an invitation or offer to acquire, purchase or subscribe for Standard Chartered
shares.
An application will be made to (i) the Financial Services Authority in its
capacity as competent authority under the Financial Services and Markets Act
2000 for the Shares to be admitted to the Official List of the UK Listing
Authority and to the London Stock Exchange plc for such shares to be admitted to
trading on the London Stock Exchange's market for listed securities and (ii) The
Stock Exchange of Hong Kong Limited for the listing of and permission to deal in
the Shares to be issued in connection with this transaction.
To the best of the knowledge, information and belief of the directors of
Standard Chartered having made all reasonable enquiry, FF&P and the ultimate
beneficial owners of FF&P are third parties independent of Standard Chartered
and connected persons of Standard Chartered.
As of the date hereof, the Board of Directors of Standard Chartered comprises:
Executive Directors - Mr. Bryan Kaye Sanderson, CBE; Mr. Evan Mervyn Davies,
CBE; Mr. Michael Bernard DeNoma; Mr. Richard Henry Meddings; Mr. Kaikhushru
Shiavax Nargolwala; Mr. Peter Alexander Sands; and
Independent Non-Executive Directors - Sir CK Chow; Mr. James Frederick Trevor
Dundas; Ms. Valerie Frances Gooding; Mr. Ho KwonPing; Mr. Rudolph Harold Peter
Markham; Ms. Ruth Markland; Mr. Hugh Edward Norton; Mr. Paul David Skinner; and
Mr. Oliver Henry James Stocken.
This information is provided by RNS
The company news service from the London Stock Exchange