TIDM77PT
RNS Number : 2233I
ICBC Standard Bank PLC
07 December 2015
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY
SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL ADVICE, INCLUDING
AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK
MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX
OR LEGAL ADVISER.
icbc standard bank plc
(a company incorporated with limited liability in England and
Wales under registered number 2130447)
(formerly known as Standard Bank Plc)
(the "Company")
NOTICE OF MEETING
of the holders of its outstanding
U.S.$200,000,000 Step-Up Perpetual Subordinated Notes (ISIN:
XS0262708554)
(of which U.S.$137,913,000 is currently outstanding)
(the "Notes")
NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the
holders of the Notes (the "Noteholders"), convened by the Company,
will be held at the offices of Clifford Chance LLP, 10 Upper Bank
Street, Canary Wharf, London E14 5JJ on 12 January 2016 for the
purpose of considering and, if thought fit, passing the resolution
set out below in respect of the Notes, which will be proposed as an
Extraordinary Resolution at the Meeting in accordance with the
provisions of the trust deed dated 27 July 2006, (the "Trust Deed")
made between, the Company and The Law Debenture Trust Corporation
p.l.c. (the "Trustee") as trustee for the Noteholders, and
constituting the Notes. The Meeting will commence at 4.00 p.m.
(London time). Capitalised terms used but not defined in this
Notice have the meanings given to them in the Trust Deed or the
terms and conditions of the Notes (the "Conditions").
EXTRAORDINARY RESOLUTION
"THAT this meeting of the holders of the outstanding
U.S.$200,000,000 Step-Up Perpetual Subordinated Notes of ICBC
Standard Bank Plc (the "Notes" and the "Company", respectively)
constituted by the trust deed dated 27 July 2006, (the "Trust
Deed") made between, the Company and The Law Debenture Trust
Corporation p.l.c. (the "Trustee") as trustee for the holders of
the Notes (the "Noteholders"), hereby:
1. assents to and approves the modification of the terms and
conditions of the Notes (as set out in Schedule 2 to the Trust
Deed) as follows:
A new Condition 5(g) shall be inserted after Condition 5(f) as
follows:
"5(g) Early Redemption by the Issuer (Issuer Early Redemption)
The Issuer shall, on the Offer Settlement Date, redeem all, but
not some only, of the Notes (other than any Notes that are
purchased by the Issuer pursuant to the Offer) at the Early
Redemption Amount together with interest accrued to, but excluding,
the Offer Settlement Date.
For the purposes of this Condition 5(g):
"Business Day" means a day (other than a Saturday or Sunday) on
which commercial banks and foreign exchange markets are open for
business in London;
"Early Redemption Amount" means 100 per cent. of the principal
amount of the Notes;
"Offer" means the invitation by the Issuer to Noteholders
(subject to the Offer Restrictions) to tender their Notes for
purchase by the Issuer for cash, as the same may be amended in
accordance with its terms and as further set out in the Tender
Offer Memorandum;
"Offer Restrictions" means the restrictions on the Noteholders
to whom the Offer was made, as set out in the Tender Offer
Memorandum;
"Offer Settlement Date" means the settlement date for the Offer;
and
"Tender Offer Memorandum" means the tender offer memorandum
dated 7 December 2015 prepared by the Issuer.";
2. sanctions every abrogation, modification or compromise of, or
arrangement in respect of, the rights of the Noteholders
appertaining to the Notes against the Company, whether or not such
rights arise under the Trust Deed, the Notes or otherwise involved
in or resulting from or to be effected by, the modifications
referred to in paragraph 1 of this Extraordinary Resolution and
their implementation including the entry into the Supplemental
Trust Deed (as defined below);
3. authorises, directs, requests and empowers the Trustee to
(a) concur in the modifications referred to in paragraph 1 of
this Extraordinary Resolution and, in order to give effect to and
implement such modifications, on or shortly after the passing of
this Extraordinary Resolution and the satisfaction of the
conditions in paragraph 6 below, to execute a supplemental trust
deed (the "Supplemental Trust Deed") in the form of the draft
produced to this meeting and signed by the chairman of the meeting
for the purpose of identification, with such amendments (if any) as
may be requested by the Company and approved by the Trustee, in its
sole and absolute discretion, or required by the Trustee in
accordance with the provisions of the Trust Deed; and
(b) concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or
expedient, in the sole and absolute discretion of the Trustee, to
carry out and give effect to this Extraordinary Resolution and the
implementation of the modifications referred to in paragraph 1 of
this Extraordinary Resolution;
4. discharges and exonerates the Trustee from any and all
liability for which it may have become or may become responsible
under the Trust Deed or the Notes in connection with this
Extraordinary Resolution (including but not limited to the
execution and entry by the Trustee of the Supplemental Trust Deed
for the purpose of implementing this Extraordinary Resolution in
its capacity as Trustee in respect of the Notes) and in respect of
any act or omission in connection with this Extraordinary
Resolution or its implementation;
5. irrevocably waives any claim which Noteholders may have
against the Trustee arising as a result of any loss or damage which
Noteholders may suffer or incur as a result of the Trustee acting
on this Extraordinary Resolution and/or its entry into and
performance under the Supplemental Trust Deed, and further confirms
that Noteholders will not seek to hold the Trustee liable for such
loss or damage;
6. declares this Extraordinary Resolution shall be in all
respects conditional on: (i) the acceptance for purchase by the
Company of all of the Notes validly tendered in the Offer and (ii)
the quorum required for, and the requisite majority of votes cast
at, the Meeting being satisfied solely by Eligible Noteholders and
that, in the event the Extraordinary Resolution is passed at the
Meeting but this condition is not satisfied, the chairman of the
Meeting and the Trustee, to the extent they have actual knowledge
thereof at the relevant time, are hereby authorised, directed,
requested and empowered to adjourn this Meeting on the same basis
(including quorum) as for an adjournment of the Meeting where the
necessary quorum is not obtained, for the purpose of reconsidering
resolutions 1 to 7 of this Extraordinary Resolution (with the
exception of resolution 6(ii) of this Extraordinary Resolution) at
the adjourned Meeting, in which case this condition will be
satisfied if the quorum required for, and the requisite majority of
votes cast at, the adjourned Meeting are satisfied solely by
Eligible Noteholders. "Eligible Noteholders" means Noteholders who
are outside the United States and not U.S. Persons (as defined in
Regulation S under the United States Securities Act of 1933, as
amended) and who can otherwise lawfully vote in respect of the
Extraordinary Resolution; and
7. acknowledges that the term "Offer", as used in this
Extraordinary Resolution, shall have the meaning given to it in the
new Condition 5(g) above.".
Background
The Company has convened the Meeting for the purpose of enabling
Noteholders to consider and resolve, if they think fit, to pass the
Extraordinary Resolution proposed in relation to the Notes.
Noteholders are further given notice that the Company has (i)
invited Noteholders (subject to certain offer restrictions, as
referred to below and more fully described in the tender offer
memorandum dated 7 December 2015 (the "Tender Offer Memorandum"))
to tender Notes for purchase by the Company for cash (the "Offer");
and (ii) invited Noteholders to approve the modification of the
Conditions (as described in paragraph 1 of the Extraordinary
Resolution above) to provide for the Company to redeem all, but not
some only, of the Notes remaining (if any) on completion of the
Offer together with interest accrued to the date fixed for
redemption (the "Proposal"), each as further described in the
Tender Offer Memorandum.
The Offer is subject to offer restrictions in, among other
countries, the United States, Italy, United Kingdom and France, all
as more fully described in the Tender Offer Memorandum.
Pursuant to the Proposal, any Noteholder who does not wish, or
who is not able, to tender its Notes for purchase pursuant to the
Offer and who submits a Voting Only Instruction (as described and
defined in the Tender Offer Memorandum) in favour of the Proposal
that is received by the Tender Agent by no later than 4.00 p.m.
(London time) on 18 December 2015 (the "Early Instruction
Deadline") and that is not subsequently revoked, will be eligible
to receive the Early Consent Amount (as defined in the Tender Offer
Memorandum) if the Extraordinary Resolution is passed, the
Supplemental Trust Deed executed and the Company accepts validly
tendered Notes for purchase pursuant to the Offer, as more fully
described in the Tender Offer Memorandum. The Early Consent Amount
will equal 2 per cent. of the principal amount of the relevant
Notes (rounded to the nearest U.S.$0.01 (with half a cent rounded
upwards) where necessary), and is payable in addition to any
applicable Early Redemption Amount payable to such Noteholder,
subject to the right of the Company at any time, in its sole
discretion, to amend, extend, re-open, amend, waive any condition
of or terminate the Offer and/or the Proposal (other than any
amendment to the terms of the Extraordinary Resolution), subject to
applicable
(MORE TO FOLLOW) Dow Jones Newswires
December 07, 2015 07:44 ET (12:44 GMT)
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