Last checked at 28 Oct 2021 11:00
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 SECURITES 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 28 October 2021
STANDARD CHARTERED PLC(a public limited company incorporated in England and Wales) (the "Issuer")
On 4 October 2021, the Issuer announced 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 AvenueNew York, New York 10179USA Telephone: +1 (866) 834-4666 Email: JPM_LM@jpmorgan.com | J.P. Morgan Securities plc**25 Bank StreetLondon E14 5JPUnited Kingdom Telephone: +44 (0)20 7134 2468 Email: liability_management_EMEA@jpmorgan.com Attention: EMEA Liability Management Group |
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Morgan Stanley & Co. LLC1585 Broadway, 29th FloorNew York, New York 10036USA Telephone: +1 (866) 718 1649 /+44 (0)20 7677 5040 Email: lmgny@morganstanley.com / liabilitymanagementeurope@morganstanley.com | Standard Chartered Bank1 Basinghall AvenueLondon EC2V 5DDUnited KingdomTelephone: +1 (212) 667 0351 / +44 (0)20 7885 5739 / +852 3983 8658 / +65 6557 8286 Email: liability_management@sc.com |
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THE INFORMATION AND TABULATION AGENT Morrow Sodali Limited | ||||
In London:103 Wigmore StreetLondon W1U 1QSUnited Kingdom Telephone: +44 20 4513 6933 | In Stamford:470 West Ave.,Suite 3000, Stamford,CT 06902United States Telephone: +1 203 609 4910 | In Hong Kong:Unit 23-016,LKF Tower,33 Wyndham Street, CentralHong Kong Telephone: +852 2319 4130 | ||
Email: sc@investor.morrowsodali.comConsent 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.