Standard Chartered PLC Announcement of Consent Solicitations

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").

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

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

*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.

SOURCE Standard Chartered PLC