TIDMSTAN

RNS Number : 8618J

Standard Chartered PLC

15 December 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 AMENDED (THE "SECURITIES ACT"), OTHER THAN A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

Standard Chartered PLC

15 December 2022

Standard Chartered PLC

(a public limited company incorporated in England and Wales)

(the " Company ")

Notice of adjourned meeting of the holders of the 7.014% non-cumulative redeemable preference shares of US$5 each in the capital of Standard Chartered PLC (the "7.014% Preference Shares")

NOTICE IS HEREBY GIVEN that a meeting of the holders of the 7.014% Preference Shares (the "7.014% Preference Shareholders") on 15 December 2022 (the "7.014% Class Meeting") has been adjourned to 10:15 a.m. on 4 January 2023, or as soon thereafter as the 6.409% Class Meeting (as defined in the Consent Solicitation Memorandum and Notices of Class Meeting dated 8 November 2022 (the "Consent Solicitation Memorandum")), which has been adjourned to 10:00 a.m. on 4 January 2023, has ended (or been further adjourned), at 1 Basinghall Avenue, London, United Kingdom, EC2V 5DD (the "Adjourned 7.014% Class Meeting") due to the lack of quorum required in respect of the special resolution (as set out below and in the notice of the 7.014% Class Meeting dated 8 November 2022 and sent to the 7.014% Preference Shareholders (the "7.014% Class Meeting Notice") (the "7.014% Special Resolution")). Unless otherwise defined, capitalised terms used in this notice have the meanings given in the Consent Solicitation Memorandum.

The quorum required in respect of the 7.014% Special Resolution at the Adjourned 7.014% Class Meeting is one 7.014% Preference Shareholder entitled to vote and present in person or by proxy (whatever the number of 7.014% Preference Shares held by him). The Adjourned 7.014% Class Meeting is for the purpose of considering and, if thought fit, passing the 7.014% Special Resolution, being in summary:

"THAT the terms and provisions of the 7.014% Preference Shares shall be varied as set out in the Appendix to the 7.014% Class Meeting Notice."

Votes cast in advance by proxy, which reflect the instructions received from Eligible ADS Holders, indicate that the 7.014% Special Resolution will not be passed, notwithstanding that 60% of those votes received are in favour. The Company will consider any appropriate next steps following the Adjourned 7.014% Class Meeting.

Where relevant, the expected timetable of the principal events in respect of the 7.014% Preference Shares (as set out in Part 4 to the Consent Solicitation Memorandum) (the "Expected Timetable") has been amended to reflect the adjournment of the 7.014% Class Meeting. The relevant updates to the Expected Timetable are set out below.

Please note that as the ADS Instruction Deadline has now passed it will not be possible for Eligible ADS Holders to submit or amend ADS Voting Instructions. The ADR Depositary will not itself exercise any voting discretion regarding the 7.014% Special Resolution, and will instead endeavour insofar as practicable and permitted under the provisions of or governing the 7.014% Preference Shares to vote on the 7.014% Special Resolution in accordance with any ADS Voting Instructions that have been validly submitted.

Further information concerning the 7.014% Special Resolution is contained in the 7.014% Class Meeting Notice, a copy of which is available on the Standard Chartered PLC website at https://www.sc.com/en/investors/shareholder-information/.

Updated Expected Timetable for the 7.014% Adjourned Class Meeting

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 London           Voting Record Time for Preference Shareholders 
  time on                  Only 7.014% Preference Shareholders named 
  02 January 2023          in the Company's register of members 
                           as holders of the 7.014% Preference Shares 
                           at this time and date will be entitled 
                           to vote on the 7.014% Special Resolution 
 10:15 am London          Proxy Deadline 
  time on 03 January       Latest time for 7.014% Preference Shareholders 
  2023                     to submit a form of proxy relating to 
                           the 7.014% Special Resolution 
                           Please note that any forms of proxy 
                           which were validly submitted by 7.014% 
                           Preference Shareholders prior to the 
                           7.014% Class Meeting will remain in effect 
                           unless replaced by a new form of proxy 
                           validly submitted by the relevant 7.014% 
                           Preference Shareholder before the proxy 
                           deadline 
 10:15 am London          Adjourned 7.014% Class Meeting 
  time on 04 January 
  2022 
  or as soon thereafter 
  as the adjourned 
  6.409% Class Meeting 
  has ended (or been 
  further adjourned) 
 As soon as practicable   Announcement of the results of the Adjourned 
  after the Adjourned      7.014% Class Meeting 
  7.014% Class Meeting     Announcement of whether the 7.014% Special 
                           Resolution has been passed 
 

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END

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December 15, 2022 06:16 ET (11:16 GMT)

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