TIDMADN TIDMSL.
RNS Number : 7804N
Aberdeen Asset Management PLC
11 August 2017
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
11 August 2017
Recommended all-share merger of Aberdeen Asset Management PLC
and Standard Life plc
Court sanction of Scheme of Arrangement
On 6 March 2017, the boards of Aberdeen Asset Management PLC
("Aberdeen") and Standard Life plc ("Standard Life") announced that
they had reached agreement on the terms of a recommended all-share
merger of Aberdeen and Standard Life (the "Merger"), to be
implemented by way of a court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Aberdeen announces that, at a hearing earlier today, the Court
of Session in Edinburgh, Scotland sanctioned the Scheme.
All the Conditions to the Merger have now been satisfied or
waived other than the delivery to the Registrar of Companies in
Scotland of a copy of the Court Order. This is expected to take
place on 14 August 2017, at which point the Scheme will become
effective.
Dealings in Aberdeen Ordinary Shares on the London Stock
Exchange will be suspended with effect from 5.00 p.m. (London time)
today, 11 August 2017.
Upon the Scheme becoming effective, Scheme Shareholders will
receive 0.757 of a new ordinary share of 12 2/9 pence each in the
capital of Standard Life in exchange for each Aberdeen Ordinary
Share held by them at the Scheme Record Time. As at 10 August 2017,
being the last business day prior to this announcement, the closing
price of each Standard Life ordinary share was 426.80 pence.
It is now expected that the cancellation of the admission to
trading of Aberdeen Ordinary Shares on the London Stock Exchange's
Main Market for listed securities and the cancellation of the
listing of Aberdeen Ordinary Shares from the premium segment of the
Official List of the UK Listing Authority will each take place by
8.00 a.m. on 15 August 2017.
Aberdeen further announces that, having each given notice of
their intention to resign with effect from the time at which the
Scheme becomes effective, each of Andrew Laing, Rod MacRae, Val
Rahmani and Hugh Young will stand down as directors of the Aberdeen
Board with effect from 14 August 2017. Sir Gerry Grimstone, Kevin
Parry, Keith Skeoch, Rod Paris, John Devine, Lynne Peacock, Martin
Pike and Melanie Gee will be appointed as directors of the Aberdeen
Board from the time at which the Scheme becomes effective.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
posted or made available to Aberdeen shareholders on 9 May 2017
(the "Scheme Document"). Full details of the Merger, and the
expected timetable of principal events for the Merger (which has
not changed other than in relation to the date of cancellation of
the Aberdeen Ordinary Shares as set out above) are set out in the
Scheme Document.
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in certain jurisdictions) on the Aberdeen website at
www.aberdeen-asset.com.
Enquiries:
Aberdeen
James Thorneley, Head of Corporate Communications +44 20 7463 6323
Shelley Fishwick, Group Investor Relations +44 20 7463 6327
J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to
Aberdeen)
Conor Hillery +44 20 7742 4000
Dwayne Lysaght
Edward Squire
James Robinson
Credit Suisse International (Financial Adviser and Corporate
Broker to Aberdeen)
Hamish Summerfield +44 20 7888 8888
Andrew Forrester
Joe Hannon
Samie Zare
Cenkos Securities PLC (Corporate Broker to Aberdeen)
Nicholas Wells +44 20 7397 8900
Elizabeth Bowman
Jeremy Osler
Maitland (Public Relations Adviser to Aberdeen)
Neil Bennett +44 20 7379 5151
Kate O'Neill
Important Notices
This announcement is for information purposes only and is not
intended to and does not constitute an offer or an invitation to
purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
The contents of this announcement are not to be construed as
legal, business, financial or tax advice. If you are in any doubt
about the contents of this announcement, you should consult your
own appropriately authorised legal adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
Overseas Jurisdictions
The laws of other relevant jurisdictions may affect the
availability of the Scheme and/or the New Shares to persons who are
not resident in the United Kingdom. Persons who are not resident in
the United Kingdom, or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements. Any person (including,
without limitation, nominees, trustees and custodians) who would,
or otherwise intends to, forward this announcement or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
receive New Shares under the terms of the Scheme, may be affected
by the laws of the relevant jurisdiction in which they are
located.
Any failure to comply with applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Merger disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Scheme is not being made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Scheme is not capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Scheme are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction and
persons receiving this announcement (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send it into or from a Restricted Jurisdiction.
Additional Information for US investors
The Scheme relates to the shares of a Scottish company by means
of a scheme of arrangement provided for under the law of Scotland.
Aberdeen is a Scottish company that is a "foreign private issuer"
as defined under Rule 3b-4 of the US Exchange Act. A transaction
effected by means of a scheme of arrangement is not subject to the
shareholder vote, proxy solicitation and tender offer rules under
the US Exchange Act or the prospectus rules under the US Securities
Act. Accordingly, the Scheme is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation, tender offer
and prospectus rules. Financial information included in the
relevant documentation will have been prepared in accordance with
accounting standards applicable in the UK and may not be comparable
to the financial statements of US companies.
The New Shares have not been, and will not be, registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States. Accordingly, the New
Shares may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into the
United States absent registration under the US Securities Act or an
exemption therefrom.
The New Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by Section 3(a)(10) thereof. The New Shares received
by Aberdeen shareholders whose shareholding is of a size such that
they will be deemed to constitute an affiliate of Standard Life
after the Effective Date will be subject to the limitations on
transfer imposed upon securities held by affiliates by US
securities laws.
For the purposes of qualifying for the exemption from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), at the Aberdeen Court Hearing on 11 August 2017,
the Court was advised that its sanctioning of the Scheme will be
relied upon by Standard Life and Aberdeen as an approval of the
Scheme following a hearing on its fairness at which all Aberdeen
shareholders were entitled to appear in person or through counsel
to support or oppose the sanctioning of the Scheme and with respect
to which notification has been given to all such Shareholders.
None of the securities referred to in this announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this announcement. Any representation to the contrary
is a criminal offence in the United States.
The receipt of New Shares by a US Holder (as defined in the
Scheme Document) as consideration for the transfer of its Scheme
Shares pursuant to the Scheme is expected to be a taxable
transaction for US federal income tax purposes. Accordingly, a US
Holder will generally be required to recognise gain or loss in an
amount equal to the difference between its tax basis in the Scheme
Shares and the fair market value of the New Shares received (plus
any cash received in lieu of fractional entitlements to a New
Share), both amounts determined in US dollars. If Aberdeen is
currently or has been a passive foreign investment company ("PFIC")
for any taxable year in which a Scheme Shareholder that is a US
Holder has held Scheme Shares, any gain recognized will generally
be treated as ordinary income and may be subject to an additional
tax. Each US Holder is urged to consult its own appropriately
authorised independent professional adviser regarding the US
federal, state and local and non-US tax consequences of the Scheme
applicable to it.
Additional Information for Japanese investors
The New Shares have not been and will not be registered under
the Financial Instruments and Exchange Act of Japan. Accordingly,
the New Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into Japan, or for the benefit of, any resident of Japan (which
term as used herein means any person resident in Japan, including
any corporation or other entity organised under the laws of Japan)
or to others for re-offering or re-sale, directly or indirectly, in
Japan or to, or for the benefit of, any resident of Japan except
pursuant to an exemption from the registration requirements of, and
otherwise in compliance with, the Financial Instruments and
Exchange Act of Japan and other relevant laws and regulations of
Japan.
Important Notices Relating to Financial Advisers
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the FCA. J.P.
Morgan Cazenove is acting as financial adviser exclusively for
Aberdeen and no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters set out in this announcement and
will not be responsible to anyone other than Aberdeen for providing
the protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to any matter
referred to herein.
Credit Suisse International ("Credit Suisse"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting as financial adviser exclusively for
Aberdeen and no one else in connection with the matters set out in
this announcement and will not be responsible to any person other
than Aberdeen for providing the protections afforded to clients of
Credit Suisse, nor for providing advice in relation to the Merger,
the content of this announcement or any matter referred to herein.
None of Credit Suisse and any of its subsidiaries, branches or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Credit Suisse in connection with this announcement, any
statement contained herein or otherwise.
Cenkos Securities PLC ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for Aberdeen and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other
than Aberdeen for providing the protections afforded to clients of
Cenkos, nor for providing advice in relation to the Merger or any
other matters referred to herein.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference into this announcement), oral statements regarding the
Merger and other information published by Aberdeen contain certain
forward-looking statements with respect to the financial condition,
strategies, objectives, results of operations and businesses of
Aberdeen and its group and certain plans and objectives with
respect to Aberdeen. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of Aberdeen about
future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this
announcement include statements relating to the expected timetable
for the Merger and other statements other than historical facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by
Aberdeen in light of its experience and its perception of
historical trends, current conditions, future developments and
other factors it believes appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that will occur
in the future and the factors described in the context of such
forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and readers are
therefore cautioned not to place undue reliance on these
forward-looking statements.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. For a discussion of
important factors which could cause actual results to differ from
forward-looking statements in relation to Aberdeen, refer to the
Aberdeen 2016 Annual Report and Accounts.
Each forward-looking statement speaks only as at the date of
this announcement. Neither Aberdeen nor its group assumes any
obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events
or otherwise), except as required by applicable law.
Publication on website and availability of hard copies
A copy of this announcement (and all information incorporated
into this announcement by reference to another source), is and will
be available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on Aberdeen's
website at www.aberdeen-asset.com. For the avoidance of doubt, the
contents of the websites referred to in this announcement, or of
any websites accessible from hyperlinks on such websites, are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
the Shareholder Helpline on 0333 207 6542 from within the UK or +44
121 415 0826 if calling from outside the UK between 8.30 a.m. and
5.30 p.m. (London time) Monday to Friday (excluding English and
Welsh public holidays). Calls from outside the UK will be charged
at the applicable international rate. Different charges may apply
to calls made from mobile telephones and calls may be monitored or
recorded for security and training purposes. Alternatively you can
submit a request in writing to Equiniti, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United
Kingdom. If you have received this announcement via Aberdeen's
website or if you have agreed to receive communications from
Aberdeen electronically, hard copies of this announcement will not
be provided unless such a request is made.
Citibank N.A. manages an unsponsored ADR programme with respect
to Aberdeen Ordinary Shares. Aberdeen is not party to this
arrangement. Holders of Aberdeen ADRs should contact their
depositary for information regarding the Scheme and how the Scheme
consideration will be made available to them.
Those Aberdeen ADR Holders who hold their Aberdeen ADRs
indirectly should make any such request through the bank, broker,
financial institution, share plan administrator or other securities
intermediary through which they hold their Aberdeen ADRs.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 p.m. (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 20
7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOAEANPFFAEXEEF
(END) Dow Jones Newswires
August 11, 2017 05:23 ET (09:23 GMT)
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