17th Feb 2005 07:02
Aberdeen Asset Management PLC17 February 2005 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR TO US, CANADIAN, AUSTRALIAN OR JAPANESE PERSONS Thursday, 17 February 2005 ABERDEEN ASSET MANAGEMENT PLC OFFER OF NEW CONVERTIBLE BOND AND EGM TO SEEK APPROVAL FOR NEW PREFERENCE SHARES Aberdeen Asset Management PLC ("Aberdeen" or the "Company") today announces thatit has launched an offering of £26,570,000 of 4.5% senior unsubordinatedconvertible bonds (the "Bonds"). The Bonds, due 2010, will be issued at par and carry a coupon of 4.5% payablesemi-annually in arrear and will be convertible into fully paid 10p ordinaryshares of Aberdeen. The conversion price will be 150 pence, a premium of 20% toyesterday's closing price of Aberdeen's ordinary shares. If not converted orpreviously redeemed the Bonds will be redeemed at par on or about 10 March 2010. The net proceeds from the issue of the Bonds will be used first to repay £17.5million of borrowings from Bank of Scotland under the Company's current workingcapital facility arrangements. The balance will be used to partially prepay theCompany's existing £66 million term loan. Settlement for the Bonds is expectedto occur on or around 10 March 2005. Application will be made to the UK Listing Authority for the Bonds to beadmitted to the official list of the UK Listing Authority and to the LondonStock Exchange for the Bonds to be admitted to trading on the London StockExchange's market for listed securities. The Company also intends to seek shareholder approval to issue up to £125million (or equivalent in an alternative currency) of preference shares at anExtraordinary General Meeting ("EGM") expected to be held on 24 March 2005immediately following the conclusion of its Annual General Meeting. Notice ofthe EGM will be sent to shareholders shortly. It is expected that the net proceeds from any issue of the preference shareswould be used primarily to refinance outstanding debt of the Company. J.P. Morgan Securities Limited ("JPMorgan") is the bookrunner, underwriter andjoint lead manager of the Bond offering. BNP Paribas is joint lead manager andselling agent of the Bond offering. END For further information Martin Gilbert Aberdeen Asset Management T: +44 207 463 6246Bill Rattray Aberdeen Asset Management T: +44 207 463 6000 Ian Hannam JPMorgan Cazenove T: +44 207 325 1000Richard Locke JPMorgan Cazenove T: +44 207 588 2828John Lydon JPMorgan Cazenove T: +44 207 325 1000 Neil Bennett Maitland T: +44 207 379 5151Fiona Piper Maitland T: +44 207 379 5151 ANY INVESTMENT DECISION IN RESPECT OF THE SECURITIES SHOULD BE BASED ON THEOFFERING CIRCULAR TO BE PUBLISHED IN DUE COURSE. MEMBERS OF THE GENERAL PUBLICARE NOT ELIGIBLE TO TAKE PART IN THE SECURITIES OFFERING. THE SECURITIES ARE NOTAND WILL NOT BE OFFERED OTHER THAN TO PERSONS WHO TRADE OR INVEST IN SECURITIESIN THE CONDUCT OF THEIR PROFESSION OR TRADE (WHICH INCLUDES BANKS, SECURITIESINTERMEDIARIES (INCLUDING DEALERS AND BROKERS), INSURANCE COMPANIES, PENSIONFUNDS, OTHER INSTITUTIONAL INVESTORS AND COMMERCIAL ENTERPRISES WHICH AS ANANCILLARY ACTIVITY REGULARLY INVEST IN SECURITIES). IN THE UNITED KINGDOM, THEPROMOTION OF THIS OFFERING IS RESTRICTED BY SECTION 21 OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 ("FSMA"). THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES ANINVITATION OR INDUCEMENT TO PARTICIPATE IN THE SECURITIES OFFERING, IS DIRECTEDEXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATINGTO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THEFINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (ASAMENDED) ("THE ORDER") OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d)(HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C)OTHER PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OFFSMA (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THISANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TOPARTICIPATE IN THE OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHOARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THISCOMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGEDIN ONLY WITH RELEVANT PERSONS.STABILISATION / FSAJPMORGAN IS ACTING FOR THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE OFFEROF THE SECURITIES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDINGTHE PROTECTIONS AFFORDED TO ITS CLIENTS, OR FOR PROVIDING ADVICE IN RELATION TOTHE PROPOSED OFFER.NEITHER THE SECURITIES NOR THE SHARES DELIVERABLE ON CONVERSION OF THE BONDSHAVE BEEN, NOR WILL THEY BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, ASAMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THEUNITED STATES OR TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE USSECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN ATRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE US SECURITIES ACT. THERE WILLBE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. THIS COMMUNICATIONDOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,CANADA, AUSTRALIA OR JAPAN. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT IS FORDISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY USPERSON (AS DEFINED IN REGULATION S) OR INTO CANADA, AUSTRALIA OR JAPAN. ANYFAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF US,CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS. REGULATION S RESTRICTIONS APPLY, NO OFFER INTO THE US OR TO US PERSONS.THE JOINT VENTURE BETWEEN JPMORGAN AND CAZENOVE IS SUBJECT TO REGULATORYCLEARANCES AND OTHER CONDITIONS, AND TO COMPLETION TAKING PLACE. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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