TIDMSTAN
RNS Number : 7108F
Standard Chartered PLC
08 November 2022
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") ("REGULATION
S"), 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 ANNOUNCEMENT.
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES THE IMMEDIATE
ATTENTION OF SECURITYHOLDERS. IF ANY SECURITYHOLDER IS IN ANY DOUBT
ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR AS TO WHAT ACTION IT
SHOULD TAKE, IT SHOULD SEEK ITS OWN FINANCIAL ADVICE IMMEDIATELY
FROM ITS STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER
INDEPENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES
AND MARKETS ACT 2000, IF RESIDENT IN THE UNITED KINGDOM OR, IF NOT,
FROM ANOTHER APPROPRIATELY AUTHORISED FINANCIAL ADVISER.
Standard Chartered PLC
8 November 2022
STANDARD CHARTERED PLC
(a public limited company incorporated in England and Wales)
(the "Company")
Publication of Consent Solicitation Memorandum
and Notices of Class Meeting
The Company today announces its proposal to amend the terms and
provisions of its two series of U.S. dollar preference shares to
provide for a new methodology for calculating the amount of
dividends payable on those preference shares during floating rate
dividend periods by reference to SOFR (as defined below) from a
specified transition date for each such series of preference shares
(subject to certain conditions), and other related amendments (the
"Proposals"). This announcement does not contain the full terms and
conditions of the Proposals, which are contained in the Consent
Solicitation Memorandum and Notices of Class Meeting dated 8
November 2022 (the "Consent Solicitation Memorandum") prepared by
the Company, which has been made available to holders of such
preference shares and will be made available to Eligible ADS
Holders (as defined below) on the website operated in connection
with the consent solicitations.
In accordance with Listing Rule 9.6.1, a copy of the Consent
Solicitation Memorandum has been submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This announcement must be read in conjunction with the Consent
Solicitation Memorandum.
E ach ADS Holder (as defined below) who, as at 5:00 pm New York
time on 2 November 2022 (the "ADS Record Date"), is the ultimate
beneficial holder of ADSs (or a person acting on behalf of the
ultimate beneficial holder of ADSs) and who (i) either: (a) is a
"Qualified Institutional Buyer" as defined in Rule 144A and is
acting for its own account or for the account of another "Qualified
Institutional Buyer", or (b) is not, and is not acting for the
account or benefit of, a "U.S. Person" as defined in Regulation S
and is not located or resident in the United States; and (ii) is
otherwise a person to whom the consent solicitations can lawfully
be made and that may lawfully participate in the relevant consent
solicitation (each, an "Eligible ADS Holder") should refer to the
procedure set out under ADS Voting Instructions below and Part 5
(Procedures for Participating in the Proposals) of the Consent
Solicitation Memorandum for further information regarding the
submission of ADS Voting Instructions (as defined below).
The table below identifies the two series of preference shares
which are subject to the Proposals (each a "Series" and together,
the "Preference Shares", the holders of which being the "Preference
Shareholders" and, together with the ADS Holders, the
"Securityholders").
Description of Preference Shares
7,500 Non-Cumulative Redeemable Preference Shares of the
Company with a nominal value of US$5 each and a paid up
amount of US$100,000 each and which initially bore dividends
at the rate of 6.409% per annum (the "6.409% Preference
Shares")
represented by 7,500 American Depositary Shares (ISIN:
US853254AA86 and USG84228AT58) (the "6.409% ADSs")
7,500 Non-Cumulative Redeemable Preference Shares of the
Company with a nominal value of US$5 each and a paid up
amount of US$100,000 each and initially bearing dividends
at the rate of 7.014% per annum (the "7.014% Preference
Shares")
represented by 7,500 American Depositary Shares (ISIN:
US853254AB69 and US853254AC43) (the "7.014% ADSs", and
together with the 6.409% ADSs, the "ADSs", the holders
of which being the "ADS Holders")
Background
The FCA announced on 5 March 2021 [1] that all London interbank
offered rate ("LIBOR") settings will either cease to be provided by
any administrator or will no longer be representative of the
underlying market and economic reality (and that representativeness
will not be restored) from certain specified dates, such date being
immediately following 30 June 2023 in the case of three month U.S.
dollar LIBOR. Accordingly, after this date, it is expected that
three month U.S. dollar LIBOR will cease to be available or cease
to be available in its current form.
At the date of this announcement, the terms and provisions of
both Series of Preference Shares reference three month U.S. dollar
LIBOR for the purposes of calculating the amount of dividends
payable on the paid up amount of those Preference Shares with
respect to each relevant dividend period commencing on or after (i)
30 January 2017 in the case of the 6.409% Preference Shares and
(ii) 30 July 2037 in the case of the 7.014% Preference Shares. The
fallback provisions contained in these terms and provisions, which
apply where three month U.S. dollar LIBOR is unavailable at the
requisite time, involve reliance on the willingness of major banks
to offer quotations for specified forms of hypothetical
transactions, something which is outside the control of the Company
and cannot be relied on going forward.
Given that three month U.S. dollar LIBOR is expected to become
unavailable (or unavailable in its current form) from 30 June 2023,
the Consent Solicitation Memorandum sets out a proposed new
methodology for calculating the amount of dividends payable with
respect to each relevant dividend period (which would otherwise
rely on the availability of three month U.S. dollar LIBOR or the
above fallback provisions) by reference to the Secured Overnight
Financing Rate ("SOFR"). This proposed new methodology would apply
for each dividend period commencing on or after, (i) with respect
to the 6.409% Preference Shares, 30 January 2023, and (ii) with
respect to the 7.014% Preference Shares, July 30 2037. This
proposed new methodology also provides for fallback provisions
which would apply on the occurrence of certain events in relation
to the unavailability of SOFR (as further described in the Consent
Solicitation Memorandum).
Notices of Class Meeting for the Preference Shareholders
Notices convening separate meetings (each, a "Class Meeting" and
together, the "Class Meetings") of the holders of each Series of
Preference Shares, to be held at the Company's registered office at
1 Basinghall Avenue, London, EC2V 5DD on Thursday 15 December 2022,
form part of the Consent Solicitation Memorandum and have been
given to Preference Shareholders on the date of this announcement.
A copy of each of the notices is also available to view at:
www.sc.com/en/investors/shareholder-information/. Separate special
resolutions approving the Proposals relating to each Series of
Preference Shares (each, a "Special Resolution" and together, the
"Special Resolutions") will be proposed at the Class Meetings .
The quorum required for each Class Meeting to consider the
relevant Special Resolution is two persons entitled to vote and
holding or representing by proxy not less than one-third in nominal
value of the issued Preference Shares of the relevant Series
(excluding any Preference Shares of that Series held as treasury
shares) as at the Voting Record Time (as set out below). As at the
date of this announcement, it is expected that each Class Meeting
convened for 15 December 2022 will be required to be adjourned for
lack of quorum as there is currently only one registered holder of
Preference Shares of each Series. The quorum required for any
adjourned Class Meeting is one Preference Shareholder entitled to
vote and present in person or by proxy (whatever the number of
Preference Shares held by him).
Until the Special Resolution has been passed in respect of a
Series of Preference Shares, no assurance can be given that the
Proposals in respect of that Series of Preference Shares will take
effect . Further, the Special Resolution in respect of one Series
of Preference Shares may be passed, whereas the Special Resolution
in respect of the other Series of Preference Shares may not be
passed. The passing of the Special Resolution in respect of any
Series of Preference Shares is not conditional upon the Special
Resolution in respect of the other Series of Preference Shares
being passed. Each consent solicitation is a separate solicitation
relating solely to the Series of Preference Shares to which it
relates.
ADS Voting Instructions
An Eligible ADS Holder may submit an instruction to the ADR
Depositary (as defined below) on how to vote on a Special
Resolution with respect to the Proposals at the relevant Class
Meeting or any adjourned such Class Meeting (such instruction being
an "ADS Voting Instruction"). If you hold ADSs representing
Preference Shares, you may only participate in the consent
solicitations if you are an Eligible ADS Holder (i.e. you held your
ADSs at the ADS Record Date and meet the other requirements
therefor).
Please note that ADS Voting Instructions submitted by Eligible
ADS Holders must be received by the ADR Depositary no later than
9:00 am New York time on 12 December 2022 (the "ADS Instruction
Deadline"). It will not be possible for Eligible ADS Holders to
submit or amend ADS Voting Instructions after this time, even in
the event that the relevant Class Meeting is adjourned.
There is no guarantee that Eligible ADS Holders generally or any
Eligible ADS Holder in particular will receive any materials at
all, or with sufficient time to enable such Eligible ADS Holder to
return any ADS Voting Instructions in a timely manner.
Notwithstanding an ADS Holder receiving instruction materials, in
order to provide ADS Voting Instructions such ADS Holder must be an
Eligible ADS Holder.
As at the date of this announcement, all of the Preference
Shares are represented by ADSs and are registered in the name of a
nominee of JPMorgan Chase Bank, N.A. (the "ADR Depositary").
Pursuant to the terms of the ADRs, the ADR Depositary will not
itself exercise any voting discretion regarding the Special
Resolutions in respect of any Preference Shares it holds. Following
the ADR Depositary's actual and timely receipt of ADS Voting
Instructions, the ADR Depositary shall endeavour to vote or cause
to be voted the Preference Shares represented by the ADSs evidenced
by such Eligible ADS Holders' ADSs in accordance with such
instructions insofar as practicable and permitted under the
provisions of or governing the Preference Shares.
If an Eligible ADS Holder wishes to change or revoke their ADS
Voting Instruction, the circumstances in which this is permitted,
and the applicable deadlines, will depend on the broker, dealer,
bank, custodian, trust company or other nominee or other
intermediary through which their ADSs are held or the procedures of
any other person through which the ADS Voting Instruction is
submitted.
Each Preference Share has a paid up amount of US$100,000 and
each ADS was issued with a principal amount of US$100,000. The ADR
Depositary is only permitted to cast votes in respect of whole
Preference Shares at the Class Meetings and is therefore expected
to round down to the nearest whole number of Preference Shares in
the event that ADS Voting Instructions are received in respect of
fractional ADSs.
No consent or participation fee will be payable in respect of
the consent solicitations.
Indicative Timetable
These dates and times are subject to change. Any change
will be notified by announcement on a Regulatory Information
Service.
Date Action
5:00 pm New York ADS Record Date
time on Only Eligible ADS Holders who hold an
2 November 2022 interest in the ADSs at this time and
date are entitled to submit an ADS Voting
Instruction
8 November 2022 Announcement of the Proposals
Publication of the Consent Solicitation
Memorandum
9:00 am New York ADS Instruction Deadline
time on Deadline for Eligible ADS Holders to
12 December 2022 submit an ADS Voting Instruction to the
ADR Depositary
5:00 pm London Voting Record Time for Preference Shareholders
time on Only Preference Shareholders named in
13 December 2022 the Company's register of members as
holders of the relevant Preference Shares
at this time and date will be entitled
to vote on the relevant Special Resolution
10:00 am London 6.409% Proxy Deadline
time on Latest time for Preference Shareholders
14 December 2022 to submit a form of proxy relating to
the 6.409% Special Resolution
10:15 am London 7.014% Proxy Deadline
time on Latest time for Preference Shareholders
14 December 2022 to submit a form of proxy relating to
the 7.014% Special Resolution
10:00 am London 6.409% Class Meeting
time on
15 December 2022
10:15 am London 7.014% Class Meeting
time on
15 December 2022
(or as soon thereafter
as the 6.409% Class
Meeting has ended
or been adjourned)
As soon as practicable Announcement of the results of the Class
after the Class Meetings
Meetings and in Announcement of whether the Special Resolution
any event on 15 relating to each Series has been passed
December 2022 or, if relevant, the adjournment of the
Class Meeting(s)
10:00 am London Adjourned 6.409% Class Meeting (if applicable)(1)
time on
4 January 2023
10:15 am London Adjourned 7.014% Class Meeting (if applicable)(2)
time on
4 January 2023
(or as soon thereafter
as any adjourned
6.409% Class Meeting
has ended)
As soon as practicable Announcement of the results of any adjourned
after any adjourned Class Meeting(s)
Class Meetings (if Announcement of whether the Special Resolution
applicable) relating to the relevant Series has been
passed
The deadlines set by any broker, dealer, bank, custodian, trust
company or other nominee or intermediary for the submission and
(where permitted) revocation of an ADS Voting Instruction may be
earlier than the relevant deadlines in this announcement.
(1) If the 6.409% Class Meeting is not quorate on 15 December
2022, it shall stand adjourned until a later date provisionally
scheduled to be 4 January 2023 and to be notified by announcement
on a Regulatory Information Service, together with any revised
deadlines.
(2) If the 7.014% Class Meeting is not quorate on 15 December
2022, it shall stand adjourned until a later date provisionally
scheduled to be 4 January 2023 and to be notified by announcement
on a Regulatory Information Service, together with any revised
deadlines.
Eligible ADS Holders should be aware that (i) any broker,
dealer, bank, custodian, trust company or other nominee or other
intermediary through which Securities are held, or (ii) any third
party service provider engaged by or on behalf of the Company for
the purposes of, or any other person, facilitating the consent
solicitations may not provide facilities for revoking or amending
an ADS Voting Instruction once submitted or may impose conditions
or restrictions on the ability of an Eligible ADS Holder to revoke
or amend an ADS Voting Instruction submitted by it. Eligible ADS
Holders should be aware that they may be unable to revoke or amend
an ADS Voting Instruction once submitted. If an Eligible ADS Holder
purports to revoke or amend an ADS Voting Instruction that it has
submitted in any manner otherwise than as provided for by any
relevant aforementioned intermediary or third party service
provider, such Eligible ADS Holder should be aware that effect may
not be given to such revocation or amendment of an ADS Voting
Instruction.
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
+1 (866) 834-4666 +44 20 7134 2468
Collect number: +1 (212) liability_management_EMEA@jpmorgan.com
834 4045
Standard Chartered Bank
1 Basinghall Avenue
London EC2V 5DD
United Kingdom
+1 212 667 0351 / +44 (0)20 7885 5739
liability_management@sc.com
None of the ADR Depositary or the Solicitation Agents (as set
out above) or any director, officer, employee, agent,
representative or affiliate of any such person, makes any
representation whatsoever regarding the consent solicitations or
the Proposals.
The communication of the Consent Solicitation Memorandum by the
Company and any other documents or materials relating to the
consent solicitations 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 (as amended). 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. The Consent Solicitation Memorandum
is addressed only to Preference Shareholders and Eligible ADS
Holders who are persons to whom it is lawful to distribute it and
solicit consents from under applicable laws and regulations (the
"relevant persons"). It is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which the Consent
Solicitation Memorandum relates is available only to relevant
persons and will be engaged in only with relevant persons.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this announcement, 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 announcement.
This announcement does not constitute an invitation to
participate in the consent solicitations in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws or otherwise. The distribution of this
announcement or the Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Consent Solicitation Memorandum
comes are required by each of the Company, the ADR Depositary and
the Solicitation Agents to inform themselves about, and to observe,
any such restrictions. To the fullest extent permitted by law, the
Company, the ADR Depositary and the Solicitation Agents disclaim
any responsibility or liability for the violation of such
restrictions by such persons.
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, except
pursuant to an exemption from such registration requirements.
[1]
https://www.fca.org.uk/publication/documents/future-cessation-loss-representativeness-libor-benchmarks.pdf
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END
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