TIDMSTAN
RNS Number : 1217L
Standard Chartered PLC
08 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" OF THE TER OFFER MEMORANDUM)
Standard Chartered PLC
8 September 2021
STANDARD CHARTERED PLC ANNOUNCES LATE TER ACCEPTANCE AND LATE
TER RESULTS
LONDON, Sept. 8, 2021 -- Standard Chartered PLC (the "Company")
has today announced the expiration and final results of its
previously announced invitation to holders (the "Securityholders")
of its US$2,000,000,000 Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (ISIN: US853254BA77 (Rule 144A) /
USG84228CQ91 (Regulation S)) (CUSIP: 853254 BA7 (Rule 144A) /
G84228 CQ9 (Regulation S)) (the "Securities") to tender up to
US$1,250,000,000 aggregate principal amount of the Securities (the
"Maximum Tender Acceptance Amount") for repurchase by the Company
for cash (such invitation, the "Offer") subject to certain offer
restrictions as contained in the section "Offer and Distribution
Restrictions" of the Tender Offer Memorandum dated 10 August 2021
(the "Tender Offer Memorandum"). The Offer is made on the terms of
and subject to the conditions contained in the Tender Offer
Memorandum, including the Maximum Tender Acceptance Amount, copies
of which may be obtained by eligible holders from the Information
and Tender Agent, Morrow Sodali Limited. Capitalised terms used but
not defined herein have the meanings given to them in the Tender
Offer Memorandum.
As at 5:00 p.m. New York City time (10:00 p.m. London time) on 7
September 2021 (the "Expiration Deadline"), US$5,300,000 aggregate
principal amount of the Securities (the "Additional Tendered
Securities") were validly tendered and not validly withdrawn (the
"Additional Principal Amount Tendered") in addition to the
US$995,705,000 aggregate principal amount of Securities tendered
prior to the Early Tender Deadline and purchased on the Early
Tender Settlement Date pursuant to the Offer (the "Original
Principal Amount Accepted", and together with the Additional
Principal Amount Tendered, "Total Principal Amount Accepted"). The
Company has accepted for purchase all of the Additional Tendered
Securities.
The table below sets out the principal amount of Securities the
Company has accepted for purchase pursuant to the Offer.
Description of ISIN / CUSIP Outstanding Original Additional Additional Repurchase Price Principal Total Principal
the Securities Principal Amount Principal Principal Principal (for each Integral Amount Accepted Amount
(1) Amount Accepted Amount Amount Multiple in Outstanding
Tendered(2) Accepted principal amount) After Late
Tender
Settlement
Date
US$2,000,000,000 ISIN: US$2,000,000,000 US$ 995,705,000 US $ 5,300,000 US$ 5,300,000 US$1,000 per US$998,995,000 US$1,001,005,000
Fixed Rate US853254BA77 US$1,000 in
Resetting (Rule 144A) / principal amount
Perpetual USG84228CQ91
Subordinated (Regulation S)
Contingent CUSIP:
Convertible 853254 BA7
Securities (Rule 144A) /
G84228 CQ9
(Regulation S)
-------------- ---------------- --------------- -------------- ------------- ------------------ -------------- ----------------
__________________
(1) As at the commencement of the Offer.
(2) As at the Expiration Deadline, as reported by the Tender
Agent.
The Total Principal Accepted Amount represents approximately
50.05 per cent. of the outstanding principal amount of the
Securities as at the date of commencement of the Offer.
Payment for Additional Tendered Securities validly tendered (and
not validly withdrawn) at or prior to the Expiration Deadline and
accepted for purchase by the Company pursuant to the Offer will be
made promptly on the Late Tender Settlement Date, which is expected
to occur on 9 September 2021. Following the settlement on the Late
Tender Settlement Date, U.S.$998,995,000 in aggregate principal
amount of the Securities will remain outstanding.
In accordance with the Tender Offer Memorandum, given that all
conditions to the Offer were satisfied, Securityholders whose
Additional Tendered Securities have been validly tendered and
accepted for purchase after the Early Tender Deadline but at or
prior to the Expiration Deadline, and whose Securities were
accepted for purchase, will be entitled to receive the repurchase
price of US$1,000 per US$1,000 in principal amount (the "Repurchase
Price") and accrued and unpaid interest on their Securities from
(and including) the immediately preceding interest payment date to
(but excluding) the Late Tender Settlement Date (the "Accrued
Interest"). Such Securityholders are not eligible to receive the
Early Tender Premium.
FURTHER INFORMATION
Securityholders may access the Tender Offer Memorandum (as
described in the Tender Offer Memorandum) at
https://bonds.morrowsodali.com/sc.
For further information, please contact:
THE DEALER MANAGERS
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, NY 10036
For information by telephone: +1 866 718 1649 / +44 20 7677
5040
Attention: Liability Management
Email: lmgny@morganstanley.com /
liabilitymanagementeurope@morganstanley.com
and
Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
For information by telephone: +1 212 667 0351 / +44 (0)20 7885
5739 / +852 852 3983 8658 / +65 65578286
Attention: Liability Management
Email: liability_management@sc.com
Requests for information in relation to the procedures for
tendering Securities in, and for any documents or materials
relating to, the Offer should be directed to:
THE INFORMATION AND TER AGENT
Morrow Sodali Limited
In London: In Stamford: In Hong Kong:
103 Wigmore Street 470 West Ave., Unit 23-016,
W1U 1QS Suite 3000, Stamford, LKF Tower,
London CT 06902 33 Wyndham Street, Central
United Kingdom United States Hong Kong
Telephone: +44 20 4513 Telephone: +1 203 609 Telephone: +852 2319 4130
6933 4910
Email: sc@investor.morrowsodali.com
Website: https://bonds.morrowsodali.com/sc
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. The Tender Offer Memorandum contains important
information which must be read carefully before any decision is
made with respect to the Offer described in this announcement. If
any holder of Securities is in any doubt as to the action it should
take, it is recommended to seek its own legal, tax and financial
advice, including as to any tax consequences, from its stockbroker,
bank manager, counsel, accountant or other independent financial
adviser. Any holder of Securities whose Securities are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to participate in the
Offer. None of the Company, Morgan Stanley & Co. LLC, Standard
Chartered Bank, Morrow Sodali Limited or any of their respective
affiliates, makes any recommendation as to whether or not any
holder of Securities should tender Securities held by them pursuant
to the Offer.
No offer to purchase any Securities is being made pursuant to
this announcement. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to purchase in any jurisdiction in
which, or to or from any person to or from whom, it is unlawful to
make such offer under applicable securities laws and tenders of
securities pursuant to the Offer will not be accepted from holders
thereof in any jurisdiction where such invitation or tender is
unlawful.
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 to inform themselves
about, and to observe, any such restrictions.
Offer Restrictions
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, and are only for circulation to persons outside
the United Kingdom or to persons within 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 "Order")), or within Article
43(2) of the Order, or within Article 49(2)(a) to (d) of the Order,
or to other persons to whom they may lawfully be communicated in
accordance with the Order.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been or
will be notified to, and neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Offer have been or will be approved by, the Belgian Financial
Services and Markets Authority (Autoriteit voor financiële diensten
en markten / Autorité des services et marchés financiers) and,
accordingly, the Offer 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 (the "Belgian
Takeover Law"). The Offer is conducted exclusively under applicable
private placement exemptions. 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) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 2(e) of Regulation (EU) 2017/1129, as amended (the
"Prospectus Regulation") and (ii) in any circumstances set out in
Article 6, --4 of the Belgian Takeover Law. Insofar as Belgium is
concerned, this announcement, the Tender Offer Memorandum has been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offer. Accordingly, the
information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
Canada
Any offer or solicitation in Canada must be made through a
dealer that is appropriately registered under the laws of the
applicable province or territory of Canada, or pursuant to an
exemption from that requirement. Where one of the Dealer Managers
or any affiliate thereof is a registered dealer or able to rely on
an exemption from the requirement to be registered in such
jurisdiction, the Offer shall be deemed to be made by such Dealer
Manager, or such affiliate, on behalf of the Company in that
jurisdiction.
France
This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have only been and shall
only be distributed in France to qualified investors as defined in
Article 2(e) of the Prospectus Regulation. This announcement and
the Tender Offer Memorandum have not been and will not be submitted
for clearance to nor approved by the Autorité des Marchés
Financiers.
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 procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.
The Offer is being carried out in the Republic of Italy
("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 3 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the "Issuers' Regulation").
Accordingly, the Offer is only addressed to holders of
Securities located in Italy who are "qualified investors"
(investitori qualificati) as defined pursuant to and within the
meaning of Article 100 of the Financial Services Act and article
34-ter, letter b) of the Issuers' Regulation.
Securityholders or beneficial owners of the Securities that are
located in Italy may tender their Securities in 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.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB 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 and/or the Offer.
Switzerland
Neither this announcement, the Tender Offer Memorandum nor any
other offering or marketing material relating to the Securities
constitutes a prospectus as such term is understood pursuant to
article 35 et seqq. of the Swiss Federal Financial Service Act
("FinSA"), or a prospectus which was understood pursuant to article
652a or article 1156 of the Swiss Code of Obligations (as in effect
prior to the entry into force of the FinSA).
Neither this announcement, the Tender Offer Memorandum nor any
other offering or marketing material relating to the Securities
have been, or will be, filed with or approved by any Swiss
regulatory authority.
Neither this announcement, the Tender Offer Memorandum nor any
other offering or marketing material relating to the Securities may
be publicly distributed or otherwise made publicly available in
Switzerland. This announcement and the Tender Offer Memorandum is
personal to the recipient only and not for general circulation in
Switzerland.
General
This communication does not constitute an offer to buy or a
solicitation of an offer to sell Securities, and tenders of
Securities in the Offer will not be accepted from Securityholders,
in any jurisdiction in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws require an Offer to be made by a licensed broker or
dealer and a Dealer Manager or its affiliate is such a licensed
broker or dealer in such jurisdictions, the Offer shall be deemed
to be made on behalf of the Company by such Dealer Manager or such
affiliate, as the case may be, and no Offer is made in any such
jurisdiction where the relevant Dealer Manager or its affiliate is
not so licensed or appropriately registered.
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END
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