TIDMSTAN
RNS Number : 9191N
Standard Chartered PLC
04 October 2021
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 AMED (THE "SECURITIES ACT"), OTHER THAN
A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITES ACT ("RULE 144A") OR (B) IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT.
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE
ATTENTION OF SECURITYHOLDERS. IF ANY SECURITYHOLDER IS IN ANY DOUBT
AS TO THE ACTION IT SHOULD TAKE OR IS UNSURE OF THE IMPACT OF THE
IMPLEMENTATION OF THE PROPOSALS DESCRIBED IN THIS ANNOUNCEMENT, IT
SHOULD SEEK ITS OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY
TAX CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, BANK MANAGER,
SOLICITOR, ACCOUNTANT OR OTHER INDEPENT FINANCIAL OR LEGAL
ADVISER.
Standard Chartered PLC
4 October 2021
STANDARD CHARTERED PLC
(a public limited company incorporated in England and Wales)
(the "Issuer")
The Issuer today announces 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").
Aggregate
Rule 144A ISIN Principal
Description of / Common Code Reg S ISIN / Amount Early Consent Late Consent
Securities / CUSIP Common Code First Call Date Outstanding Fee(1) Fee(2 3)
--------------- --------------- --------------- ---------------- --------------- --------------- ---------------
U.S.$2,000,000 US853254BA77 / USG84228CQ91 / 2 April 2022 U.S.$998,995,0 U.S.$2.50 per U.S.$1.00 per
,000 7.50 per 147574614 / 147574690 00 U.S.$1,000 U.S.$1,000
cent. Fixed 853254 principal principal
Rate Resetting BA7/G84228 CQ9 amount amount
Perpetual
Subordinated
Contingent
Convertible
Securities
(the "2016 USD
AT1
Securities")
U.S.$1,000,000 US853254BH21 / USG84228CX43 / 2 April 2023 U.S.$1,000,000 U.S.$2.50 per U.S.$1.00 per
,000 7.75 per 155097418 / 155097477 ,000 U.S.$1,000 U.S.$1,000
cent. Fixed 853254 principal principal
Rate Resetting BH2/G84228 CX4 amount amount
Perpetual
Subordinated
Contingent
Convertible
Securities
(the "2017 USD
AT1
Securities")
SGD N/A / N/A / XS2013525253 / 3 October 2024 SGD750,000,000 SGD 2.50 per SGD 1.00 per
750,000,000 N/A 201352525 SGD 1,000 SGD 1,000
5.375 per principal principal
cent. Fixed amount amount
Rate Resetting
Perpetual
Subordinated
Contingent
Convertible
Securities
(the "2019 SGD
AT1
Securities")
(1) In order to be eligible to receive the Early Consent Fee,
Eligible Securityholders must validly vote in favour of the
relevant extraordinary resolution on or before 5.00 p.m. New York
time on 19 October 2021 (the "Early Voting Deadline"), and not
validly withdraw such vote.
(2) In order to be eligible to receive the Late Consent Fee,
Eligible Securityholders must validly vote in favour of the
relevant Extraordinary Resolution after the Early Voting Deadline
but on or before 9.30 a.m. London time on 26 October 2021 (the
"Voting Deadline"), and not validly withdraw such vote.
(3) Securityholders attending a Meeting via teleconference will
not be eligible to receive any Consent Fee (regardless of how they
vote in respect of the relevant Proposal) or Ineligible
Securityholder Payment.
This announcement does not contain the full terms and conditions
of the Proposals, which are contained in the Consent Solicitation
Memorandum dated 4 October 2021 (the "Consent Solicitation
Memorandum") prepared by the Issuer, which is available to Eligible
Securityholders from the Information and Tabulation Agent, via the
Consent Website: https://bonds.morrowsodali.com/sc.
This announcement must be read in conjunction with the Consent
Solicitation Memorandum. Capitalised terms used in this
announcement have the meanings given in the Consent Solicitation
Memorandum.
Background
At the date of this announcement, each of the SC AT1 Securities
and the Preference Shares rank pari passu with each other and the
Preference Shares qualify as Additional Tier 1 Capital of the
Group. The Preference Shares only qualify as Additional Tier 1
Capital of the Group by virtue of grandfathering provisions which
apply for the Transitional Period. Following the end of the
Transitional Period, the Preference Shares are expected to cease to
qualify as Additional Tier 1 Capital of the Group and it is
possible that they may instead be recognised as Tier 2 Capital of
the Group.
Each of the Recent AT1 Securities contain identical
subordination provisions (the "Recent AT1 Subordination
Provisions"), which differ from the subordination provisions
currently contained in the Conditions of the Securities. Under the
Recent AT1 Subordination Provisions, the Issuer is permitted, in
its sole discretion, to subordinate the Recent AT1 Securities to
the Preference Shares and to any Pari Passu Securities. This is
contingent upon the Issuer determining that the Recent AT1
Securities would not be included in the Additional Tier 1 Capital
of the Group unless the holders of some or all of the Preference
Shares and any Pari Passu Securities are ranked senior to such
Recent AT1 Securities (a "Determination"). It is proposed that the
Conditions of each Series of the Securities be amended to align
such Conditions' subordination provisions with the Recent AT1
Subordination Provisions.
The Proposal, if approved in respect of one or more Series,
would give the Issuer a mechanism to retain such Securities as
Additional Tier 1 Capital of the Group following the end of the
Transitional Period, albeit the Issuer may have alternative means
to achieve the same outcome.
The Issuer notes that the changes to the applicable Conditions
of the Securities contemplated in the Proposal have been reviewed
by the Prudential Regulation Authority, who have provided
confirmation of no objection in relation to the Proposal.
At the date of this announcement (i) each Series of Securities
and (ii) each of the Recent AT1 Securities (containing the Recent
AT1 Subordination Provisions with which the subordination
provisions of the Securities are to be aligned in accordance with
the Proposals) are rated Ba1 by Moody's, BB- by S&P and BBB- by
Fitch. Draft copies of the Consent Solicitation Memorandum have
been provided to each of Moody's, S&P and Fitch. The Issuer
does not, as at the date hereof, expect that the amendments to the
terms and conditions of each Series of the Securities as a result
of approval of the Proposals will result in a downgrade,
qualification or withdrawal of the current ratings assigned to any
Series. For more information on the background to and rationale for
the Proposals, Securityholders are encouraged to read the section
of the Consent Solicitation Memorandum entitled "Overview of the
Consent Solicitations".
This announcement does not constitute an undertaking of the
Issuer, the trustee(s) of any Series or the Solicitation Agents to
take any action to amend the Conditions of any Series.
Notice of Meetings
A notice convening separate meetings (the "Meetings") of the
holders of each Series, to be held via teleconference on 28 October
2021, has been given to Securityholders in accordance with the
relevant Conditions on the date of this announcement, including via
release through the Clearing Systems.
In light of the ongoing developments in relation to coronavirus
(COVID-19), it may be impossible or inadvisable to hold the
Meetings at a physical location. Therefore, the Issuer has
determined that the Meetings be held electronically via
teleconference rather than physically in person and, in accordance
with the provisions of the relevant Trust Deeds, has requested that
the Trustee prescribes appropriate regulations regarding the
holding of the Meetings via teleconference (any such meeting, a
"Virtual Meeting"). Each Meeting will be held via teleconference
using a platform hosted by the chairman of the relevant Meeting to
allow attendees to participate electronically. The Issuer shall
procure that those Securityholders who have indicated that they
wish to attend the relevant Virtual Meeting will be provided with
further details about attending the relevant Virtual Meeting.
Until the Extraordinary Resolution is passed in respect of the
relevant Series, the Eligibility Condition is satisfied in respect
of such Series and the relevant Supplemental Trust Deed has been
executed and become effective, no assurance can be given that the
Proposals in respect of such Series will take effect. Further, an
Extraordinary Resolution in respect of one Series may be passed by
the Securityholders of such Series, whereas others may not be
passed. None of the Extraordinary Resolutions in respect of any
Series are conditional upon any other Extraordinary Resolution in
respect of another Series being validly approved and implemented.
Each Proposal is a separate consent solicitation affecting solely
the Series to which it relates.
Indicative Timetable
Date Action
---------------------------------------------------------- ----------------------------------------------------------
4 October 2021 Announcement of Consent Solicitations
(at least 21 clear days before the relevant Meeting) Launch announcement published via RNS, on the HKSE
website and delivered to relevant Clearing
Systems for communication to Direct Participants.
Notice of Meetings delivered to relevant Clearing Systems
for communication to Direct Participants.
Copies of the Consent Solicitation Memorandum, Notice of
Meetings and the Launch announcement
made available on the Consent Website.
From this date, the relevant Eligible Securityholders may
arrange for the relevant Securities
to be blocked in their accounts and held to the order and
under the control of the Principal
Paying and Conversion Agent (in the case of Securities
held by Clearstream, Luxembourg and/or
Euroclear) or held subject to the relevant Voting
Instruction (in the case of Securities held
by DTC) in order to give valid Voting Instructions and
Ineligible Securityholders may give
Ineligible Securityholder Confirmations.
6 October 2021 Deemed notice
(second day following the date on which the Notice of Notice of Meetings deemed to have been given to
Meetings is delivered) Securityholders in accordance with the terms
of the relevant Global Certificate for each Series.
18 October 2021 Record Date
(not more than 10 days before the Meeting) Record Date in respect of USD AT1 Securities. Only DTC
Direct Participants that hold an interest
in the relevant USD AT1 Securities at this time and date
will be entitled to submit a Form
of Sub-Proxy directly to the Information and Tabulation
Agent.
5.00 p.m., Early Voting Deadline
New York time, 19 October 2021 Deadline for Eligible Securityholders to submit votes in
favour of the Extraordinary Resolution
to be eligible to receive the Early Consent Fee.
Any Eligible Securityholder that submits a Voting
Instruction in favour of the Extraordinary
Resolution where such Instruction is received by the
Information and Tabulation Agent after
the Early Voting Deadline but before the Voting Deadline
will only be eligible to receive
the Late Consent Fee.
Deadline for Ineligible Securityholders to give
Ineligible Securityholder Confirmations to
be eligible to receive the Early Ineligible
Securityholder Payment.
Any Ineligible Securityholder that gives an Ineligible
Securityholder Confirmation which is
received by the Information and Tabulation Agent after
the Early Voting Deadline but before
the Voting Deadline will only be eligible to receive the
Late Ineligible Securityholder Payment.
9.30 a.m., Voting Deadline
London time, 26 October 2021 Deadline for receipt by the Information and Tabulation
(at least 48 hours before the Meetings) Agent of all valid Voting Instructions
in order for Securityholders to be able to participate in
the relevant Consent Solicitations.
From 09.30 a.m., London time, 28 October 2021 Meetings
Relevant Meetings in respect of each Series to be held.
As soon as reasonably practicable after the relevant Announcement of the results of the relevant Meetings and,
Meetings and in any event on 28 October if applicable, satisfaction of Eligibility
2021 Condition
Announcement of the results of the relevant Meetings and,
if the relevant Extraordinary Resolution
is passed, whether the Eligibility Condition in respect
of such Extraordinary Resolution has
been satisfied.
Such announcement to be published via RNS, on the HKSE
website, Consent Website and delivered
to Clearing Systems for communication to Direct
Participants.
As soon as reasonably practicable after the relevant Amendment Date
Meetings and in any event on 28 October If the Extraordinary Resolution is passed and the
2021 Eligibility Condition is satisfied in respect
of a Series, the Supplemental Trust Deed in respect of
such Series is expected to be executed.
On or around 28 October 2021 Payment Date
(no later than one Business Day after the Amendment Date) If the relevant Extraordinary Resolution is passed at the
relevant Meeting without the need
to adjourn, the date on which 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.
If any Meeting is not quorate on the date stated above, such
Meeting shall stand adjourned for such period, being not less than
13 days nor more than 42 days, to such time and place as the chair
may decide, and notice of any adjourned meeting shall be given in
the same manner as Notice of the initial Meeting, save that 10
clear days' notice (containing the information required for the
Notice of the initial Meeting) shall be given.
Securityholders are advised to check with any bank, securities
broker or other intermediary through which they hold Securities
when such intermediary would require to receive instructions from a
Securityholder in order for that Securityholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, the relevant Consent Solicitations before the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission of Voting Instructions may
be earlier than the relevant deadlines specified above.
The submission of an Electronic Voting Instruction or a Form of
Sub-Proxy (as applicable) by or on behalf of an Eligible
Securityholder shall be irrevocable except in the limited
circumstances described in the Consent Solicitation Memorandum.
For further information, please contact:
THE SOLICITATION AGENTS
J.P. Morgan Securities LLC* J.P. Morgan Securities plc**
383 Madison Avenue 25 Bank Street
New York, New York 10179 London E14 5JP
USA United Kingdom
Telephone: +1 (866) 834-4666 Telephone: +44 (0)20 7134
Email: JPM_LM@jpmorgan.com 2468
Email: liability_management_EMEA@jpmorgan.com
Attention: EMEA Liability
Management Group
Morgan Stanley & Co. LLC Standard Chartered Bank
1585 Broadway, 29(th) Floor 1 Basinghall Avenue
New York, New York 10036 London EC2V 5DD
USA United Kingdom
Telephone: +1 (866) 718 1649
/ Telephone: +1 (212) 667 0351
+44 (0)20 7677 5040 / +44 (0)20 7885 5739 / +852
Email: lmgny@morganstanley.com 3983 8658 / +65 6557 8286
/ liabilitymanagementeurope@morganstanley.com Email: liability_management@sc.com
THE INFORMATION AND TABULATION AGENT
Morrow Sodali Limited
In London: In Stamford: In Hong Kong:
103 Wigmore Street 470 West Ave., Unit 23-016,
London W1U 1QS Suite 3000, Stamford, LKF Tower,
United Kingdom CT 06902 33 Wyndham Street,
United States Central
Telephone: +1 203 Hong Kong
Telephone: +44 20 609 4910 Telephone: +852 2319
4513 6933 4130
Email: sc@investor.morrowsodali.com
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.
None of the Solicitation Agents, the Information and Tabulation
Agent, the Trustee, the Principal Paying and Conversion Agent and
the Issuer, nor any director, officer, employee, agent,
representative or affiliate of any such person, makes any
recommendation to participate in any Proposal or vote in respect of
any Proposal, and no one has been authorised by any of them to make
any such recommendation.
Nothing in this announcement constitutes or contemplates an
offer of, an offer to purchase or the solicitation of an offer to
sell any security in any jurisdiction and participation in any
Proposal by a Securityholder in any circumstances in which such
participation is unlawful will not be accepted. The Securities have
not been and will not be registered under the Securities Act, or
any state securities laws. The Securities may not be offered, sold
or delivered within the United States or to, or for the account or
benefit of "U.S. Persons" as defined in Regulation S, other than to
"Qualified Institutional Buyers" as defined in Rule 144A, except
pursuant to an exemption from such registration requirements.
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.
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END
MSCBGBDGXXGDGBS
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