26th Nov 2012 09:23
Pre-Stabilisation Announcement
The following is a suggested form of an RIS announcement to satisfy the requirements of Article 8(4) and 9(1) of Commission Regulation 2273/2003 for pre-stabilisation announcement. It is not intended as legal advice.
It assumes an offering of (non-convertible) debt securities (without a greenshoe option) where the securities being offered are to be listed in the UK and are to be admitted to trading on a 'regulated market' in the UK.
Note:
¨ Additional selling restrictions or legends may be required to comply with laws applicable to a particular offering of securities.
¨ References to the Co-ordinating Stabilising Manager are to the manager which is making the announcements for the managers in the syndicate, if any, which have been appointed stabilising managers.
26 November 2012
Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.
Standard Life plc
Stabilisation Notice
UBS Investment Bank (contact: Syndicate Desk; telephone: +44 20 7567 2477) hereby gives notice that the Stabilising Manager(s) named below may stabilise the offer of the following securities in accordance with Commission Regulation (EC) No. 2273/2003 implementing the Market Abuse Directive (2003/6/EC).
The securities: [1]
| |
Issuer: | Standard Life plc |
Guarantor (if any): | n/a |
Aggregate nominal amount: | GBP [TBC] |
Description: | Standard Life GBP [TBC] [TBC]% Dated Subordinated Notes |
Offer price: | [TBC] |
Other offer terms: [2] | [TBC] |
Stabilisation: | |
Stabilising Manager(s): [3] | UBS Investment Bank (Central Coordinator) together with: BofA Merrill Lynch, Barclays, Deutsche Bank |
Stabilisation period expected to start on: [4] | [26 November 2012] [the date of this announcement] |
Stabilisation period expected to end no later than: [5] | [26 December 2012] (30 days after the proposed issue date of the securities) [6] |
Maximum size of over-allotment facility: [7] | 5% of the aggregate nominal amount stated above. |
In connection with the offer of the above securities, the Stabilising Manager(s) may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) will take any stabilisation action and any stabilisation action, if begun, may be ended at any time. [8]
This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.
This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom. [9]
In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with the Prospectus Directive (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Directive), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State. [10]
This announcement is not an offer of securities for sale into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States. END
[1] Article 8(4) of the Regulation requires disclosure of the terms of the offer (including the spread to the benchmark, if any, once it has been fixed).
[2] For example, in a convertible offering, include conversion price. Delete if inapplicable.
[3] Article 9(1)(d) requires disclosure of the identity of the stabilisation managers.
[4] Article 9(1)(c) requires disclosure of the beginning of the stabilisation period.
[5] Article 9(1)(c) requires disclosure of the end of the stabilisation period.
[6] Alternatively, if shorter, the stabilisation period must end no later than 60 days after the date of the allotment.
[7] Article 9(1)(e) requires disclosure of the existence and maximum size of any overallotment facility. The disclosure should reflect the terms of the underwriting/dealer
agreement.
[8] Article 9(1)(a) of the Regulation requires disclosure of the fact that stabilisation may be undertaken, that there is no assurance that it will be undertaken and that it may be
stopped at any time.
[9] Article 12(4)(a) and (b) and (5) of the Financial Promotion Order. In addition, in order to rely on the safe harbour under article 12(3), the communication should not be referred
to in, or be directly accessible from, any other communication made to or directed at other kinds of persons in the UK by the co-ordinating stabilising manager (article 12(4)(c) and (6)(c) Financial Promotion Order) and the co-ordinating stabilising manager should have in place proper systems and procedures to prevent recipients in the UK (other than those to whom the communication might otherwise lawfully have been made by the co-ordinating stabilising manager or a member of its group) engaging in investment activity to which the announcement relates with the co-ordinating stabilising manager or a member of its group (article 12(4)(e) Financial Promotion Order).
[10] Article 3(2) Prospectus Directive.
Related Shares:
SLA.L