Standard Chartered PLC Notice of Adjourned 7.014% Class Meeting (8618J)
15 Décembre 2022 - 12:16PM
UK Regulatory
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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