NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES (OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS), CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH, OR TO PERSONS IN ANY JURISDICTION TO WHOM, SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
7 June 2018
Announcement of an accelerated bookbuilt offering of
ordinary shares of Standard Life Aberdeen plc on behalf of Lloyds Banking Group
Announcement today of the launch of an accelerated bookbuilt offering by way of a placing to institutional investors (the "Transaction") of 97,678,570 existing ordinary shares (the "Placing Shares") in Standard Life Aberdeen plc ("SLA") on behalf of Lloyds Banking Group ("Lloyds"). The Placing Shares represent approximately 3.3% of SLA's issued share capital.
Bookbuilding for the Transaction will commence immediately. BofA Merrill Lynch is acting as Sole Bookrunner in connection with the Transaction. The offer price per Placing Share and the final number of Placing Shares to be sold will be agreed at the close of the bookbuild process and the results of the Transaction will be announced as soon as practicable thereafter. Settlement of the Transaction is expected to take place on 12 June 2018.
Disclaimer
This announcement (or any copy of it) may not be published, distributed or transmitted, directly or indirectly, in the United States of America (including its territories and possessions), Australia, Canada, Japan or South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by Lloyds or the Sole Bookrunner or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of SLA in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction where such offer or solicitation is unlawful. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The securities of SLA described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act) absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of securities in the United States.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who fall within Article 49(2)(a) to (d) of the Order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with any offering of the Placing Shares, the Sole Bookrunner and any of its respective affiliates acting as an investor for their own account may take up as a principal position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Merrill Lynch International (the "Sole Bookrunner") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom is acting on behalf of Lloyds and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of their respective clients or for providing advice to any other person in relation to any offering of the Placing Shares. The Sole Bookrunner will not regard any other person as its client in relation to the offering of the Placing Shares. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sole Bookrunner or by any of its respective affiliates or agents as to or in relation to, the accuracy, completeness or sufficiency of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with Lloyds, SLA, the Placing Shares, the Transaction or any of arrangements described herein, and any liability therefor is expressly disclaimed.
No Placing Shares will be available to any investor whose purchase of such Placing Shares, whether on its own account or as a fiduciary or agent for one or more investor accounts, would require regulatory consent in any jurisdiction (including, without limitation, under the UK Financial Services and Markets Act 2000 or the United States Bank Holding Company Act of 1956).
