LONDON, Oct. 4, 2021 /PRNewswire/ -- The Issuer today
announces invitations to the holders of the outstanding
2016 USD AT1 Securities, 2017 USD AT1 Securities and 2019 SGD AT1 Securities (as defined below, each a
"Series" and together, the "Securities", the holders
of which being the "Securityholders") to consent to the
modification of the applicable terms and conditions of each Series
(the "Conditions") such that the subordination provisions in
the Conditions of such Securities align with the subordination
provisions in the terms and conditions of the more recent issues of
Additional Tier 1 Capital (the "Recent AT1 Securities") by
the Issuer (such proposal, to the extent it relates to a Series,
the "Proposal" in respect of that Series, and together the
"Proposals").
Description of
Securities
|
Rule 144A ISIN /
Common Code / CUSIP
|
Reg S ISIN
/
Common Code
|
First Call
Date
|
Aggregate
Principal Amount Outstanding
|
Early Consent
Fee1
|
Late Consent
Fee2 3
|
|
|
|
|
|
|
|
U.S.$2,000,000,000
7.50 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (the "2016 USD
AT1 Securities")
|
US853254BA77 /
147574614 / 853254 BA7/G84228 CQ9
|
USG84228CQ91 /
147574690
|
2 April
2022
|
U.S.$998,995,000
|
U.S.$2.50 per
U.S.$1,000 principal amount
|
U.S.$1.00 per
U.S.$1,000 principal amount
|
U.S.$1,000,000,000
7.75 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (the "2017 USD
AT1 Securities")
|
US853254BH21 /
155097418 / 853254 BH2/G84228 CX4
|
USG84228CX43 /
155097477
|
2 April
2023
|
U.S.$1,000,000,000
|
U.S.$2.50 per
U.S.$1,000 principal amount
|
U.S.$1.00 per
U.S.$1,000 principal amount
|
SGD 750,000,000 5.375
per cent. Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities (the "2019 SGD
AT1 Securities")
|
N/A / N/A /
N/A
|
XS2013525253 /
201352525
|
3 October
2024
|
SGD750,000,000
|
SGD 2.50 per SGD
1,000 principal amount
|
SGD 1.00 per SGD
1,000 principal amount
|
1 In order to be eligible to receive the Early
Consent Fee, Eligible Securityholders must validly vote in favour
of the relevant extraordinary resolution on or before 5.00 p.m. New
York time on 19 October 2021
(the "Early Voting Deadline"), and not validly withdraw such
vote.
2 In order to be eligible to receive the Late
Consent Fee, Eligible Securityholders must validly vote in favour
of the relevant Extraordinary Resolution after the Early Voting
Deadline but on or before 9.30 a.m.
London time on 26 October 2021 (the "Voting Deadline"),
and not validly withdraw such vote.
3 Securityholders attending a Meeting via
teleconference will not be eligible to receive any Consent Fee
(regardless of how they vote in respect of the relevant Proposal)
or Ineligible Securityholder Payment.
This announcement does not contain the full terms and conditions
of the Proposals, which are contained in the Consent Solicitation
Memorandum dated 4 October 2021 (the
"Consent Solicitation Memorandum") prepared by the Issuer,
which is available to Eligible Securityholders from the Information
and Tabulation Agent, via the Consent Website:
https://bonds.morrowsodali.com/sc.
This announcement must be read in conjunction with the Consent
Solicitation Memorandum. Capitalised terms used in this
announcement have the meanings given in the Consent Solicitation
Memorandum.
Background
At the date of this announcement, each of the SC AT1 Securities
and the Preference Shares rank pari passu with each other and the
Preference Shares qualify as Additional Tier 1 Capital of the
Group. The Preference Shares only qualify as Additional Tier 1
Capital of the Group by virtue of grandfathering provisions which
apply for the Transitional Period. Following the end of the
Transitional Period, the Preference Shares are expected to cease to
qualify as Additional Tier 1 Capital of the Group and it is
possible that they may instead be recognised as Tier 2 Capital of
the Group.
Each of the Recent AT1 Securities contain identical
subordination provisions (the "Recent AT1 Subordination
Provisions"), which differ from the subordination provisions
currently contained in the Conditions of the Securities. Under the
Recent AT1 Subordination Provisions, the Issuer is permitted, in
its sole discretion, to subordinate the Recent AT1 Securities to
the Preference Shares and to any Pari Passu Securities. This is
contingent upon the Issuer determining that the Recent AT1
Securities would not be included in the Additional Tier 1 Capital
of the Group unless the holders of some or all of the Preference
Shares and any Pari Passu Securities are ranked senior to such
Recent AT1 Securities (a "Determination"). It is proposed
that the Conditions of each Series of the Securities be amended to
align such Conditions' subordination provisions with the Recent AT1
Subordination Provisions.
The Proposal, if approved in respect of one or more Series,
would give the Issuer a mechanism to retain such Securities as
Additional Tier 1 Capital of the Group following the end of the
Transitional Period, albeit the Issuer may have alternative means
to achieve the same outcome.
The Issuer notes that the changes to the applicable Conditions
of the Securities contemplated in the Proposal have been reviewed
by the Prudential Regulation Authority, who have provided
confirmation of no objection in relation to the Proposal.
At the date of this announcement (i) each Series of Securities
and (ii) each of the Recent AT1 Securities (containing the Recent
AT1 Subordination Provisions with which the subordination
provisions of the Securities are to be aligned in accordance with
the Proposals) are rated Ba1 by Moody's, BB- by S&P and BBB- by
Fitch. Draft copies of the Consent Solicitation Memorandum have
been provided to each of Moody's, S&P and Fitch. The Issuer
does not, as at the date hereof, expect that the amendments to the
terms and conditions of each Series of the Securities as a result
of approval of the Proposals will result in a downgrade,
qualification or withdrawal of the current ratings assigned to any
Series. For more information on the background to and rationale for
the Proposals, Securityholders are encouraged to read the section
of the Consent Solicitation Memorandum entitled "Overview of the
Consent Solicitations".
This announcement does not constitute an undertaking of the
Issuer, the trustee(s) of any Series or the Solicitation Agents to
take any action to amend the Conditions of any Series.
Notice of Meetings
A notice convening separate meetings (the "Meetings") of
the holders of each Series, to be held via teleconference on
28 October 2021, has been given to
Securityholders in accordance with the relevant Conditions on the
date of this announcement, including via release through the
Clearing Systems.
In light of the ongoing developments in relation to coronavirus
(COVID-19), it may be impossible or inadvisable to hold the
Meetings at a physical location. Therefore, the Issuer has
determined that the Meetings be held electronically via
teleconference rather than physically in person and, in accordance
with the provisions of the relevant Trust Deeds, has requested that
the Trustee prescribes appropriate regulations regarding the
holding of the Meetings via teleconference (any such meeting, a
"Virtual Meeting"). Each Meeting will be held via
teleconference using a platform hosted by the chairman of the
relevant Meeting to allow attendees to participate electronically.
The Issuer shall procure that those Securityholders who have
indicated that they wish to attend the relevant Virtual Meeting
will be provided with further details about attending the relevant
Virtual Meeting.
Until the Extraordinary Resolution is passed in respect of the
relevant Series, the Eligibility Condition is satisfied in respect
of such Series and the relevant Supplemental Trust Deed has been
executed and become effective, no assurance can be given that the
Proposals in respect of such Series will take effect. Further, an
Extraordinary Resolution in respect of one Series may be passed by
the Securityholders of such Series, whereas others may not be
passed. None of the Extraordinary Resolutions in respect of any
Series are conditional upon any other Extraordinary Resolution in
respect of another Series being validly approved and implemented.
Each Proposal is a separate consent solicitation affecting solely
the Series to which it relates.
Indicative Timetable
Date
|
Action
|
4 October
2021
(at least 21 clear
days before the relevant Meeting)
|
Announcement of
Consent Solicitations
Launch announcement
published via RNS, on the HKSE website and delivered to relevant
Clearing Systems for communication to Direct
Participants.
Notice of Meetings
delivered to relevant Clearing Systems for communication to Direct
Participants.
Copies of the Consent
Solicitation Memorandum, Notice of Meetings and the Launch
announcement made available on the Consent Website.
From this date, the
relevant Eligible Securityholders may arrange for the relevant
Securities to be blocked in their accounts and held to the order
and under the control of the Principal Paying and Conversion Agent
(in the case of Securities held by Clearstream, Luxembourg and/or
Euroclear) or held subject to the relevant Voting Instruction (in
the case of Securities held by DTC) in order to give valid Voting
Instructions and Ineligible Securityholders may give Ineligible
Securityholder Confirmations.
|
|
|
6 October
2021
(second day
following the date on which the Notice of Meetings is
delivered)
|
Deemed
notice
Notice of Meetings
deemed to have been given to Securityholders in accordance with the
terms of the relevant Global Certificate for each
Series.
|
|
|
18 October
2021
(not more than 10
days before the Meeting)
|
Record
Date
Record Date in
respect of USD AT1 Securities. Only DTC Direct Participants that
hold an interest in the relevant USD AT1 Securities at this time
and date will be entitled to submit a Form of Sub-Proxy directly to
the Information and Tabulation Agent.
|
|
|
5.00 p.m.,
New York time, 19
October 2021
|
Early Voting
Deadline
Deadline for Eligible
Securityholders to submit votes in favour of the Extraordinary
Resolution to be eligible to receive the Early Consent
Fee.
Any Eligible
Securityholder that submits a Voting Instruction in favour of the
Extraordinary Resolution where such Instruction is received by the
Information and Tabulation Agent after the Early Voting Deadline
but before the Voting Deadline will only be eligible to receive the
Late Consent Fee.
Deadline for
Ineligible Securityholders to give Ineligible Securityholder
Confirmations to be eligible to receive the Early Ineligible
Securityholder Payment.
Any Ineligible
Securityholder that gives an Ineligible Securityholder Confirmation
which is received by the Information and Tabulation Agent after the
Early Voting Deadline but before the Voting Deadline will only be
eligible to receive the Late Ineligible Securityholder
Payment.
|
|
|
9.30 a.m.,
London time, 26
October 2021
(at least 48 hours
before the Meetings)
|
Voting
Deadline
Deadline for receipt
by the Information and Tabulation Agent of all valid Voting
Instructions in order for Securityholders to be able to participate
in the relevant Consent Solicitations.
|
|
|
From 09.30 a.m.,
London time, 28 October 2021
|
Meetings
Relevant Meetings in
respect of each Series to be held.
|
As soon as reasonably
practicable after the relevant Meetings and in any event on 28
October 2021
|
Announcement of
the results of the relevant Meetings and, if applicable,
satisfaction of Eligibility Condition
Announcement of the
results of the relevant Meetings and, if the relevant Extraordinary
Resolution is passed, whether the Eligibility Condition in respect
of such Extraordinary Resolution has been satisfied.
Such announcement to
be published via RNS, on the HKSE website, Consent Website and
delivered to Clearing Systems for communication to Direct
Participants.
|
As soon as reasonably
practicable after the relevant Meetings and in any event on 28
October 2021
|
Amendment
Date
If the Extraordinary
Resolution is passed and the Eligibility Condition is satisfied in
respect of a Series, the Supplemental Trust Deed in respect of such
Series is expected to be executed.
|
On or around 28
October 2021
(no later than one
Business Day after the Amendment Date)
|
Payment
Date
If the relevant
Extraordinary Resolution is passed at the relevant Meeting without
the need to adjourn, the date on which the relevant Consent Fee
shall be paid to the relevant Eligible Securityholders and the
relevant Ineligible Securityholder Payment shall be paid to the
relevant Ineligible Securityholders.
|
|
|
If any Meeting is not quorate on the date stated above, such
Meeting shall stand adjourned for such period, being not less than
13 days nor more than 42 days, to such time and place as the chair
may decide, and notice of any adjourned meeting shall be given in
the same manner as Notice of the initial Meeting, save that 10
clear days' notice (containing the information required for the
Notice of the initial Meeting) shall be given.
Securityholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Securities when such intermediary would require to receive
instructions from a Securityholder in order for that Securityholder
to be able to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to
participate in, the relevant Consent Solicitations before the
deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Voting
Instructions may be earlier than the relevant deadlines specified
above.
The submission of an Electronic Voting Instruction or a Form
of Sub-Proxy (as applicable) by or on behalf of an Eligible
Securityholder shall be irrevocable except in the limited
circumstances described in the Consent Solicitation
Memorandum.
For further information, please contact:
THE SOLICITATION AGENTS
J.P. Morgan
Securities LLC*
383 Madison Avenue
New York, New York
10179
USA
Telephone: +1 (866)
834-4666
Email:
JPM_LM@jpmorgan.com
J.P. Morgan
Securities plc**
25 Bank
Street
London E14
5JP
United
Kingdom
Telephone: +44 (0)20
7134 2468
Email:
liability_management_EMEA@jpmorgan.com
Attention: EMEA
Liability Management Group
|
|
Morgan Stanley
& Co. LLC
1585 Broadway,
29th Floor
New York, New York
10036
USA
Telephone: +1 (866)
718 1649 /
+44 (0)20 7677
5040
Email:
lmgny@morganstanley.com /
liabilitymanagementeurope@morganstanley.com
Standard Chartered
Bank
1 Basinghall Avenue
London EC2V
5DD
United
Kingdom
Telephone: +1 (212)
667 0351 / +44 (0)20 7885 5739 / +852 3983 8658 / +65 6557
8286
Email:
liability_management@sc.com
|
|
THE INFORMATION
AND TABULATION AGENT
Morrow Sodali Limited |
In London:
103 Wigmore
Street
London W1U
1QS
United
Kingdom
Telephone: +44 20
4513 6933
|
|
|
In
Stamford:
470 West
Ave.,
Suite 3000,
Stamford,
CT 06902
United
States
Telephone: +1 203 609
4910
In Hong
Kong:
Unit
23-016,
LKF Tower,
33 Wyndham Street,
Central
Hong Kong
Telephone: +852 2319
4130
Email:
sc@investor.morrowsodali.com
Consent Website:
https://bonds.morrowsodali.com/sc
|
*In respect of the Proposals in respect of the 2016 USD AT1 Securities and the 2017 USD AT1 Securities only.
**In respect of the Proposals in respect of the 2019 SGD AT1 Securities only.
None of the Solicitation Agents, the Information and Tabulation
Agent, the Trustee, the Principal Paying and Conversion Agent and
the Issuer, nor any director, officer, employee, agent,
representative or affiliate of any such person, makes any
recommendation to participate in any Proposal or vote in respect of
any Proposal, and no one has been authorised by any of them to make
any such recommendation.
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, other than to "Qualified
Institutional Buyers" as defined in Rule 144A, except pursuant to
an exemption from such registration requirements.
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SOURCE Standard Chartered PLC