AI assistant
Standard Chartered PLC Capital/Financing Update 2021
4648_rns_2021-10-28_0963b291-b4d3-4923-827b-2a3876353bbf.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.
This announcement does not constitute an invitation to participate in the Offer in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such Offer under applicable securities laws or otherwise.
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 ("Rule 144A") or (b) in or into any other jurisdiction where it is unlawful to release, publish or distribute this document.
STANDARD CHARTERED PLC
渣打集團有限公司
(Incorporated as a public limited company in England and Wales with limited liability)
(Registered Number: 966425)
(Stock Code: 02888)
U.S.$2,000,000,000 7.50 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities of the Company
(ISIN: US853254BA77 / USG84228CQ91)
(stock code: 04305)
U.S.$1,000,000,000 7.75 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities of the Company
(ISIN: US853254BH21 / USG84228CX43)
(stock code: 05348)
SGD 750,000,000 5.375 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities of the Company
(ISIN: XS2013525253)
(stock code: 05986)
Results of the Meetings in respect of the Consent Solicitations
Reference is made to the announcement of Standard Chartered PLC (the "Issuer") dated 4 October 2021 in relation to the invitations to the holders of the outstanding 2016 USD AT1 Securities, 2017 USD AT1 Securities and 2019 SGD AT1 Securities (as defined below, each a "Series" and together, the "Securities", the holders of which being the "Securityholders") to consent to the modification of the applicable terms and conditions of each Series (the "Conditions") such that the subordination provisions in the Conditions of such Securities align with the subordination provisions in the terms and conditions of the more recent issues of Additional Tier 1 Capital (the "Recent AT1 Securities") by the Issuer (such proposal, to the extent it relates to a Series, the "Proposal" in respect of that Series, and together the "Proposals").
| Description of Securities | Rule 144A ISIN / Common Code / CUSIP | Reg S ISIN / Common Code | First Call Date |
|---|---|---|---|
| U.S.$2,000,000,000 7.50 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “2016 USD AT1 Securities”) | US853254BA77 / 147574614 / 853254 BA7/G84228 CQ9 | USG84228CQ91 / 147574690 | 2 April 2022 |
| U.S.$1,000,000,000 7.75 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “2017 USD AT1 Securities”) | US853254BH21 / 155097418 / 853254 BH2/G84228 CX4 | USG84228CX43 / 155097477 | 2 April 2023 |
| SGD 750,000,000 5.375 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “2019 SGD AT1 Securities”) | N/A / N/A / N/A | XS2013525253 / 201352525 | 3 October 2024 |
This announcement does not contain the full terms and conditions of the Proposals, which were contained in the Consent Solicitation Memorandum dated 4 October 2021 (the “Consent Solicitation Memorandum”) prepared by the Issuer. Capitalised terms used in this announcement have the meanings given in the Consent Solicitation Memorandum.
Results of the Meetings
Separate Meetings were held via teleconference on 28 October 2021 in connection with the Proposals, and the Issuer hereby announces that at each Meeting:
(i) the necessary quorum was achieved;
(ii) the relevant Extraordinary Resolution was duly passed; and
(iii) the Eligibility Condition was satisfied.
In accordance with the indicative timetable set out in the Consent Solicitation Memorandum, each Supplemental Trust Deed was entered into on 28 October 2021 to effect the changes to the Conditions contemplated in each of the relevant Extraordinary Resolutions. The relevant Consent Fee shall be paid to the relevant Eligible Securityholders and the relevant Ineligible Securityholder Payment shall be paid to the relevant Ineligible Securityholders, with such payments expected to be made on 28 October 2021.
For further information, please contact:
THE SOLICITATION AGENTS
J.P. Morgan Securities LLC*
383 Madison Avenue
New York, New York 10179
USA
Telephone: +1 (866) 834-4666
Email: [email protected]
J.P. Morgan Securities plc**
25 Bank Street
London E14 5JP
United Kingdom
Telephone: +44 (0)20 7134 2468
Email: [email protected]
Attention: EMEA Liability Management Group
Morgan Stanley & Co. LLC
1585 Broadway, 29th Floor
New York, New York 10036
USA
Telephone: +1 (866) 718 1649 / +44 (0)20 7677 5040
Email: [email protected] / [email protected]
Standard Chartered Bank
1 Basinghall Avenue
London EC2V 5DD
United Kingdom
Telephone: +1 (212) 667 0351 / +44 (0)20 7885 5739 / +852 3983 8658 / +65 6557 8286
Email: [email protected]
THE INFORMATION AND TABULATION AGENT
Morrow Sodali Limited
In London:
103 Wigmore Street
London W1U 1QS
United Kingdom
In Stamford:
470 West Ave.,
Suite 3000, Stamford,
CT 06902
United States
In Hong Kong:
Unit 23-016,
LKF Tower,
33 Wyndham Street, Central
Hong Kong
Telephone: +44 20 4513 6933
Telephone: +1 203 609 4910
Telephone: +852 2319 4130
Email: [email protected]
Consent Website: https://bonds.morrowsodali.com/sc
In respect of the Proposals in respect of the 2016 USD AT1 Securities and the 2017 USD AT1 Securities only.
*In respect of the Proposals in respect of the 2019 SGD AT1 Securities only.
By Order of the Board
Amanda Mellor
Group Company Secretary
Hong Kong, 28 October 2021
As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises:
Chairman:
José María Viñals Iñiguez
Executive Directors:
William Thomas Winters, CBE and Andrew Nigel Halford
Independent Non-Executive Directors:
David Philbrick Conner; Byron Elmer Grote; Christine Mary Hodgson, CBE (Senior Independent Director); Gay Huey Evans, CBE; Naguib Kheraj (Deputy Chairman); María da Conceicao das Neves Calha Ramos; Philip George Rivett; David Tang; Carlson Tong and Jasmine Mary Whitbread
- 4 -