REG - abrdn PLC - AT1 Bond Issue

AberdeenAnnouncement

07/12/2021 09:20

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RNS Number : 8254U  abrdn PLC  07 December 2021

7 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION (SEE "IMPORTANT INFORMATION" OF THE
PRELIMINARY OFFERING CIRCULAR)

abrdn plc

abrdn plc announces pricing of £210,000,000 5.25 per cent. Fixed Rate Reset
Perpetual Subordinated Contingent Convertible Notes

"We have successfully priced the AT1 bond issue that we announced on 2
December.  This innovative and inaugural asset manager AT1 transaction
optimises abrdn's capital position.  We are delighted with the engagement and
response from our investors who are participating in the transaction"
Stephen Bird, CEO abrdn plc

 

abrdn plc ("abrdn") today announces that it has successfully priced
£210,000,000 5.25per cent. Fixed Rate Reset Perpetual Subordinated Contingent
Convertible Notes (the "Notes"), which will be issued on 13 December 2021. The
Notes are subject to the terms and conditions set out in the preliminary
offering circular dated 2 December 2021 relating to the Notes (the
"Preliminary Offering Circular").

The transaction represents the first Additional Tier 1 issued by an Asset
Manager which is designed to comply with the new UK prudential regime for
investment firms which becomes effective on 1 January 2022.

Application will be made for the Notes to be admitted to trading on the
International Securities Market of the London Stock Exchange plc.

Enquiries

 Media
 Andrea Ward                       07876 178696
 Iain Dey (Edelman Smithfield)     07976 295906
 Latika Shah (Edelman Smithfield)  07950 671948
 Debt investors and analysts
 Graeme McBirnie                   01313 727760*
 Group Secretariat
 Paul McKenna                      01313 720703*

 

* Calls may be monitored and/or recorded. Call charges will vary.

 

Disclaimer

The distribution of this announcement may be restricted by law and any person
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any restrictions.  This
announcement is not directed to, and is not intended for distribution to or
use by, any person or entity in any jurisdiction where such distribution,
publication or use would be contrary to law or regulation or which would
require any registration within such jurisdiction.  This announcement is not
intended to, and does not constitute, or form part of, an offer to sell or an
invitation to purchase or subscribe for any Notes nor shall there by any
offer, solicitation or sale of the Notes in any jurisdiction in which such
offer, solicitation or sale would be unlawful.

In particular, nothing in this announcement constitutes an offer of securities
for sale in the United States or any other jurisdiction where it is unlawful
to do so. The Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state in of the U.S. or other
jurisdiction and the notes may not be offered, sold, pledged or otherwise
transferred within the U.S. or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the Securities Act, "Regulation
S")), except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and applicable state
or local securities laws. The Notes are subject to U.S. tax law requirements.

Neither this announcement nor the Preliminary Offering Circular constitute (i)
a prospectus for the purposes of Part VI of the Financial Services and Markets
Act 2000 ("FSMA"), (ii) a prospectus for the purposes of Regulation (EU)
2017/1129 as amended (the "EU Prospectus Regulation") or (iii) a prospectus
for the purposes of Regulation (EU) 2017/1129 and any regulatory or
implementing technical standards and other delegated or implementing acts
adopted under that Regulation, in each case to the extent that they form part
of the domestic law of the UK by virtue of the European Union (Withdrawal) Act
2018 ("EUWA") (the "UK Prospectus Regulation").

No prospectus has been nor will be approved or reviewed by any regulator which
is a competent authority under the EU Prospectus Regulation or the UK
Prospectus Regulation in respect of the Notes. The Preliminary Offering
Circular has been prepared solely with regard to the Notes, which are: (i) not
to be admitted to listing or trading on any regulated market for the purposes
of EU MiFID II (as defined in the Preliminary Offering Circular) or a UK
regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No
600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA;
and (ii) not to be offered to the public in a member state of the European
Economic Area ("EEA") or in the UK (other than pursuant to one or more of the
exemptions set out in Article 1(4) of the EU Prospectus Regulation or Article
1(4) of the UK Prospectus Regulation).

UK MiFIR product governance - professionals / ECPs only/ No PRIIPs or UK
PRIIPs KID / UK FCA CoCo restriction - Manufacturer target market (UK MiFIR
product governance) is eligible counterparties and professional clients only
(all distribution channels). No PRIIPs or UK PRIIPs key information document
(KID) has been prepared as not available to retail in EEA or UK.  No sales to
retail clients (as defined in UK FCA Handbook Conduct of Business Sourcebook
("COBS") 3.4 in the UK).

PROHIBITION ON MARKETING AND SALES TO RETAIL INVESTORS

1.         The Notes are complex financial instruments. They are not a
suitable or appropriate investment for all investors, especially retail
investors. In some jurisdictions (including the United Kingdom), regulatory
authorities have adopted or published laws, regulations or guidance with
respect to the offer or sale of securities such as the Notes. Potential
investors in the Notes should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to any resale
of the Notes (or any beneficial interests therein).

2.

(A)        In the UK, COBS requires, in summary, that the Notes should
not be offered or sold to retail clients (as defined in COBS 3.4) in the UK.

(B)        Each of the Joint Lead Managers are each required to comply
with COBS.

(C)        By purchasing, or making or accepting an offer to purchase,
any Notes (or a beneficial interest in such Notes) from the Issuer and/or the
Joint Lead Managers, each prospective investor represents, warrants, agrees
with and undertakes to the Issuer and each of the Joint Lead Managers that:

(i)         it is not a retail client in the UK;

(ii)        it will not sell or offer the Notes (or any beneficial
interest therein) to retail clients in the UK or communicate (including the
distribution of this announcement) or approve an invitation or inducement to
participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated
in such a way that it is likely to be received by a retail client in the UK;

(iii)        it will act as principal in purchasing, making or
accepting any offer to purchase any Notes (or any beneficial interest therein)
and not as an agent, employee or representative of any of the Joint Lead
Managers;

(iv)       if it is a purchaser in Hong Kong, its business involves the
acquisition and disposal, or the holding, of securities (whether as principal
or as agent) and it falls within the category of persons described as
"professional investors" under the Securities and Futures Ordinance and its
relevant rules; and

(v)        if it is a purchaser in Singapore, it is an "accredited
investor" or an "institutional investor" as defined in Section 4A of the SFA
and it will not sell or offer the Notes (or any beneficial interest therein)
to persons in Singapore other than (i) to an institutional investor (as
defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to
a relevant person (as defined in Section 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the
SFA, and in accordance with the conditions specified in Section 275 of the
SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA.

(D)        In selling or offering the Notes or making or approving
communications relating to the Notes a prospective investor may not rely on
the limited exemptions set out in COBS.

3.         The obligations in paragraph 2 above are in addition to the
need to comply at all times with all other applicable laws, regulations and
regulatory guidance (whether inside or outside the EEA or the UK) relating to
the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), whether or not specifically mentioned in this
document, including (without limitation) any requirements under EU MiFID II or
the UK FCA Handbook as to determining the appropriateness and/or suitability
of an investment in the Notes (or any beneficial interests therein) for
investors in any relevant jurisdiction.

4.         Where acting as agent on behalf of a disclosed or
undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer
and/or the Joint Lead Managers, the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the
agent and its underlying client.

UK PRIIPs Regulation / Prohibition of Sales to UK Retail Investors - The Notes
are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any UK Retail Investor.
For these purposes, a "UK Retail Investor" means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA;
(ii) a customer within the meaning of the provisions of the FSMA and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms of UK domestic
law by virtue of the EUWA. Consequently, no key information document required
by the UK PRIIPs Regulation (as defined in the Preliminary Offering Circular)
for offering or selling the Notes or otherwise making them available to UK
Retail Investors has been prepared and therefore offering or selling the Notes
or otherwise making them available to any UK Retail Investor may be unlawful
under the UK PRIIPs Regulation (as defined in the Preliminary Offering
Circular).

In addition to the above, pursuant to COBS, the Notes are not intended to be
offered, sold or otherwise made available and should not be offered, sold or
otherwise made available in the UK to retail clients (as defined in COBS 3.4)
in the UK.

EU PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors - The
Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor
in the EEA. For these purposes, a "retail investor" means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
EU MiFID II or (ii) a customer within the meaning of Directive (EU) 2016/97
where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of EU MiFID II. Consequently no key information
document required by the EU PRIIPs Regulation for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the EEA may be unlawful under the EU
PRIIPs Regulation.

LEI number of abrdn plc: 0TMBS544NMO7GLCE7H90

 

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