7th Dec 2005 08:27
Standard Chartered PLC07 December 2005 REGULATORY ANNOUNCEMENT For 0815 UK time on 7 December 2005 Standard Chartered and Fleming Family & Partners Limited to pursue wealth management opportunities in Asia together. Standard Chartered to become a 20% shareholder in Fleming Family & Partners Standard Chartered PLC (together with its subsidiaries, "Standard Chartered")and Fleming Family & Partners Limited ("FF&P") announce that they will form astrategic partnership to expand FF&P's private wealth management business intoAsia and the Middle East. It is intended that the co-operation will: - Enhance the ability to provide services to ultra high net worth clients in the region; - Benefit from a combination of Standard Chartered's distribution network, clients and contacts, and FF&P's name, wealth management expertise and service offering; and - Focus on client generational planning, and the preservation of family capital, including ownership structures, inheritance and taxation planning. In connection with this strategic co-operation, Standard Chartered has launchedtoday an offer to acquire 20% of FF&P, comprising 18.2% in the form of existingshares of FF&P and 1.8% in new FF&P shares to be issued at completion. FF&Pwill continue to be majority owned by the Fleming family and its Directors.Standard Chartered will appoint two representatives to the FF&P Board. The consideration offered to FF&P and its shareholders will be £45 million(approximately US$78 million) to be satisfied on completion substantially by theissue of Standard Chartered PLC ordinary shares of US$0.50 each (the "Shares"),with the remainder being satisfied in cash. A further announcement will be madewhen the number of Shares to be issued has been finally determined. A majority of the Shares to be issued to FF&P's shareholders in connection withthis transaction will be subject to an agreement requiring the recipients toretain such Shares for a period of not less than 12 months following completion. The offer is subject to approval by FF&P's shareholders, confirmation that theGuernsey Financial Services Commission does not object to Standard Chartered'sinvestment in FF&P, admission of the Shares to listing on the UK Official Listand to trading on the London Stock Exchange, and on permission being granted forthe listing of the Shares, and to deal in the Shares, on The Stock Exchange ofHong Kong Limited. Each of the Directors of FF&P and certain other shareholders(together representing 86.9% of the currently issued share capital of FF&P) haveirrevocably agreed to accept the offer from Standard Chartered in respect oftheir own shareholdings in FF&P. Completion is expected by mid-January 2006. Standard Chartered has been advised by Tricorn Partners LLP. The valuation ofFF&P was derived from cash flow projections and comparisons with both listedcompanies and previous transactions in the wealth management sector. Thedirectors of Standard Chartered believe that the terms of the transaction arefair and reasonable and in the interests of its shareholders as a whole. FF&Phas been advised by Hawkpoint Partners Ltd. The book value as at 31 March 2005 of the FF&P shares to be acquired by StandardChartered was £1.5 million (approximately US$2.6 million). The pre-tax profits attributable to the shares to be acquired for the two mostrecent financial years ending 31 March were £0.8 million (approximately US$1.4million) in 2004 and £1.6 million (approximately US$2.8 million) in 2005. Thepost-tax profits attributable to the shares to be acquired for the two mostrecent financial years were £0.4 million (approximately US$0.7 million) in 2004and £0.9 million (approximately US$1.5 million) in 2005. Contacts: Media:Investors/Analysts Sean Farrell +44 20 7280 7163 Romy Murray +44 20 7280 7245 About Standard Chartered: Standard Chartered is one of the world's most international banks, employingover 40,000 people, representing 80 nationalities, across its network. StandardChartered operates in over 1,200 locations (including subsidiaries, associatesand joint ventures) in more than 50 countries in the Asia Pacific Region, SouthAsia, the Middle East, Africa, the United Kingdom and the Americas. Standard Chartered PLC is listed on both the London Stock Exchange and the StockExchange of Hong Kong and is in the top 25 FTSE-100 companies, by marketcapitalisation. It serves both Consumer and Wholesale Banking customers. Consumer Bankingprovides credit cards, personal loans, mortgages, deposit taking and wealthmanagement services to individuals and small to medium sized enterprises.Wholesale Banking provides corporate and institutional clients with services intrade finance, cash management, lending, securities services, foreign exchange,debt capital markets and corporate finance. Standard Chartered is well-established in growth markets and aims to be theright partner for its customers. The Bank combines deep local knowledge withglobal capability. The Bank is trusted across its network for its standard of governance andcorporate responsibility as well as its commitment to making a difference in thecommunities in which it operates. About Fleming Family & Partners: FF&P was established in 2000 to manage the Fleming family money following thesale of Robert Fleming to Chase Manhattan Group. It also set out to offer itshighly specialized mix of services-- asset management, trustee services andcorporate finance advisory-- to other ultra high net worth families, individualsand charities. It quickly became a leading provider in this specialized area andnow manages the assets of numerous family groupings, with third party funds nowrepresenting over 50% of the total US$8billion assets under management andadministration. Geographical expansion has been an important part of itsstrategy and it services its widely diversified client base from offices inLondon, Zurich, Vaduz and Moscow. In its 2005 annual report it stated itsintention to open more offices in developed and developing markets. For furtherdetails see: www.ffandp.co.uk This announcement appears for information purposes only and does not constitutean invitation or offer to acquire, purchase or subscribe for Standard Charteredshares. An application will be made to (i) the Financial Services Authority in itscapacity as competent authority under the Financial Services and Markets Act2000 for the Shares to be admitted to the Official List of the UK ListingAuthority and to the London Stock Exchange plc for such shares to be admitted totrading on the London Stock Exchange's market for listed securities and (ii) TheStock Exchange of Hong Kong Limited for the listing of and permission to deal inthe Shares to be issued in connection with this transaction. To the best of the knowledge, information and belief of the directors ofStandard Chartered having made all reasonable enquiry, FF&P and the ultimatebeneficial owners of FF&P are third parties independent of Standard Charteredand connected persons of Standard Chartered. As of the date hereof, the Board of Directors of Standard Chartered comprises: Executive Directors - Mr. Bryan Kaye Sanderson, CBE; Mr. Evan Mervyn Davies,CBE; Mr. Michael Bernard DeNoma; Mr. Richard Henry Meddings; Mr. KaikhushruShiavax Nargolwala; Mr. Peter Alexander Sands; and Independent Non-Executive Directors - Sir CK Chow; Mr. James Frederick TrevorDundas; Ms. Valerie Frances Gooding; Mr. Ho KwonPing; Mr. Rudolph Harold PeterMarkham; Ms. Ruth Markland; Mr. Hugh Edward Norton; Mr. Paul David Skinner; andMr. Oliver Henry James Stocken. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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