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

* 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