Standard Chartered solicits consents for CoCo securities

Chicago, Oct. 4 – Standard Chartered plc is seeking to align the subordinated provisions in three of its existing contingent convertible securities with the provisions of its more recently issued additional tier 1 capital (Ba1/BB-/BBB-), according to a press release.

Accordingly, the company has started consent solicitations for the following three securities:

• The $998,995,000 currently outstanding of an original $2 billion 7.5% fixed-rate resetting perpetual subordinated contingent convertible securities (ISIN: USG84228CQ91) with a first call date on April 2, 2022;

• The $1 billion outstanding 7.75% fixed-rate resetting perpetual subordinated contingent convertible securities (ISIN: USG84228CX43) with a first par call date on April 2, 2023; and

• The S$750 million outstanding 5.375% fixed-rate resetting perpetual subordinated contingent convertible securities (ISIN: XS2013525253) with a first par call date on Oct. 3, 2024.

Securityholders who vote in favor of the extraordinary resolution before 5 p.m. ET on Oct. 19, and do not withdraw their vote, will be eligible to receive the early consent fee of $2.50 per $1,000 security for the dollar notes and S$2.50 per S$1,000 security for the 5.375% securities.

Similarly, securityholders who deliver a favorable vote before the final deadline at 4:30 a.m. ET on Oct. 26 will receive $1.00 per $1,000 security or S$1.00 per S$1,000 security.

Securityholders who attend the meeting via teleconference themselves will not be eligible to receive the consent fees.

The rationale for the solicitation is that the securities qualify currently as tier 1 capital of the group only because of grandfathering provisions.

After the transitional period is finished, the securities may be recognized as tier 2 capital instead.

By aligning the three securities with subordination provisions similar to recent additional tier 1 capital issues, the issuer will have a mechanism to retain the securities as additional tier 1 capital of the group.

The passing of the extraordinary resolution for one series is not conditioned upon the passing of the resolution for another series.

Meetings will be held on Oct. 28 for the proposals, starting at 4:30 a.m. ET.

The supplemental trust deed would be effective soon after the meetings.

The payment date is set for one business day after the amendment date.

A quorum is needed to pass the extraordinary resolutions for each series.

J.P. Morgan Securities LLC (866 834-4666, JPM_LM@jpmorgan.com – for the dollar-denominated securities), J.P. Morgan Securities plc (+44 20 7134 2468, liability_management_EMEA@jpmorgan.com – for the Singapore dollar securities), Morgan Stanley & Co. LLC (866 718-1649, +44 20 7677 5040, lmgny@morganstanley.com, liabilitymanagementeurope@morganstanley.com) and Standard Chartered Bank (212 667-0351, +44 20 7885 5739, +852 3983 8658, +65 6557 8286, liability_management@sc.com) are the solicitation agents.

Morrow Sodali Ltd. is the information and tabulation agent (+44 20 4513 6933, 203 609-4910, +852 2319 4130, sc@investor.morrowsodali.com, https://bonds.morrowsodali.com/sc).

Standard Chartered is a London-based banking and financial services company with a focus on Asia, Africa and the Middle East.

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