Standard Life to amend $750 million 4.25% notes, push up to 2028

By Susanna Moon

Chicago, Oct. 24 – Standard Life Aberdeen plc is asking holders to amend its $750 million of 4.25% fixed rate reset subordinated notes due 2048 at a meeting to be held Nov 15 in London.

Standard Life is seeking to amend the notes to reflect the fact that its regulatory capital will now be assessed under the CRR rather than the solvency 2 directive, according to a company announcement.

Specifically, the company is soliciting consents to push up the maturity of the issue to the first call date of June 30, 2028 and to delete certain concepts required for the notes to be recognized as regulatory capital under the solvency 2 directive.

The early consent fee is 0.5% and the late consent fee is 0.25%.

The early voting deadline is 11 a.m. ET on Nov. 7. The final voting deadline is 11 a.m. ET on Nov. 12.

The regulatory capital assessment has been changed because the company sold its U.K. and European insurance business on Aug. 31 and so the company is now regulated by the FCA, the release noted.

If the proposal is not approved, the company said it may decide to continue to maintain the outstanding notes as funding instruments and any decisions as to whether it will exercise a call “will be taken on an economic basis and in consideration of prevailing market conditions and regulatory capital requirements.”

The company is asking for the removal of the solvency condition; certain features related to the optional and mandatory deferral of payments of interest or principal; and the company's ability to redeem the notes for ratings reasons within five years of issue.

The consent solicitation is only being made to noteholders who are outside the United States and not a U.S. person.

To pass, the extraordinary resolution requires a majority consisting of at least three quarters of the votes cast.

Barclays Bank plc (+44 20 3134 8515 or eu.lm@barclays.com), J.P. Morgan Securities plc (+44 20 7134 2468 or emea_lm@jpmorgan.com) and Merrill Lynch International (+44 20 7996 5420 or DG.LM_EMEA@baml.com) are the solicitation agents. Lucid Issuer Services Ltd. +44 20 7704 0880 sla@lucid-is.com or https://portal.lucid-is.com) is the tabulation agent. HSBC Bank plc is the principal paying agent.

Standard Life Aberdeen is an investment company with headquarters in Edinburgh.

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