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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November 08, 2022 08:15 ET (13:15 GMT)

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