Standard Life Aberdeen plc Results of Meeting of Noteholders (5033H)
November 15 2018 - 5:54AM
UK Regulatory
TIDMSLA
RNS Number : 5033H
Standard Life Aberdeen plc
15 November 2018
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 INTO ANY JURISDICTION OR TO ANY PERSON
WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
ANNOUNCEMENT OF RESULTS OF THE PROPOSAL AND MEETING IN RESPECT
OF CERTAIN SECURITIES
On 24 October 2018, Standard Life Aberdeen plc (the "Company")
announced an invitation (the "Proposal") to Proposal Eligible
Noteholders (as defined below) of its outstanding $750,000,000 4.25
per cent. Fixed Rate Reset Subordinated Notes due 2048 (ISIN:
XS1698906259) (the "Notes") to consider at a meeting of the holders
of the Notes (the "Noteholders") (the "Meeting") and, if thought
fit, approve by way of extraordinary resolution (the "Extraordinary
Resolution") certain modifications to the terms and conditions of
the Notes and the entry into a supplemental trust deed, a
supplemental agency agreement and a new global certificate in
respect of the Notes. The Meeting was held earlier today and the
Company now announces (inter alia) the results of the Meeting.
The full terms and conditions of the Proposal were contained in
the consent solicitation memorandum dated 24 October 2018 (the
"Consent Solicitation Memorandum") prepared by the Company.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
Consent Conditions
The implementation of the Proposal was conditional on:
(i) the Proposal not having been terminated;
(ii) the passing of the Extraordinary Resolution; and
(iii) the quorum required for, and the requisite majority of
votes cast at, the Meeting being satisfied by Noteholders who are
(a) located and resident outside the United States and not a U.S.
person and (b) otherwise a person to whom the Proposal can be
lawfully made and that may lawfully participate in the Proposal
(each a "Proposal Eligible Noteholder" and, together, the "Proposal
Eligible Noteholders"), irrespective of any participation at the
Meeting by Noteholders who are not Proposal Eligible Noteholders
("Proposal Ineligible Noteholders") (and would also have been
satisfied if any Proposal Ineligible Noteholders who provide
confirmation only of their status as Proposal Ineligible
Noteholders and waive their right to attend and vote (or be
represented) at the Meeting had actually participated at such
Meeting) (the "Eligibility Condition") (together, the "Consent
Conditions").
Results of the Meetings
NOTICE IS HEREBY GIVEN to Noteholders that, at the Meeting, the
necessary quorum was achieved, the Extraordinary Resolution was
duly passed and the Eligibility Condition was satisfied.
Accordingly, the Consent Conditions were satisfied.
In accordance with the indicative timetable set out in the
Consent Solicitation Memorandum and as a result of the satisfaction
of the Consent Conditions, the Supplemental Trust Deed, the
Supplemental Agency Agreement and the new global certificate in
respect of the Notes will be entered into on 15 November 2018,
being the Amendment Effective Date.
The Company is very pleased with the overall outcome of the
Proposal and the high level of Noteholder support received.
Fee Payment Date
The Fee Payment Date, on which date Noteholders will receive any
applicable Consent Fee or Ineligible Holder Payment, as the case
may be, is expected to be 19 November 2018.
Further Information
A copy of the Notice has been submitted to the National Storage
Mechanism and will be available for inspection at
http://www.morningstar.co.uk/uk/NSM in due course.
This announcement is released by the Company and contains
information in relation to the Notes 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 Proposal. 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.
Solicitation Agents
(in respect of the Proposal made to Relevant Noteholders)
Barclays Bank PLC J.P. Morgan Securities Merrill Lynch International
5 The North Colonnade plc 2 King Edward Street
Canary Wharf 25 Bank Street London EC1A 1HQ
London E14 4BB Canary Wharf United Kingdom
United Kingdom London E14 5JP Telephone: +44 20 7996
Telephone: +44 20 3134 Telephone: +44 20 7134 5420
8515 2468 Email: DG.LM_EMEA@baml.com
Email: eu.lm@barclays.com Email: emea_lm@jpmorgan.com Attention: Liability
Attention: Liability Attention: Liability Management Group
Management Group Management
TABULATION AGENT
Lucid Issuer Services
Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Telephone: +44 207 704
0880
Email: sla@lucid-is.com
Attention: David Shilson
General
No offer or invitation to acquire any securities is being made
pursuant to this announcement. The distribution of this
announcement in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement comes are required
by each of the Company, the Solicitation Agents and the Tabulation
Agent to inform themselves about and to observe any such
restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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