Publication of Circular

RNS Number : 6898P

Standard Life Aberdeen plc

30 May 2018

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Standard Life Aberdeen plc

Publication of Circular

Further to the announcement by Standard Life Aberdeen plc ("SLA") yesterday relating to the proposed sale of SLA's UK and European insurance business to Phoenix Group Holdings (the "proposed transaction") and the proposed return of capital of up to £1.75 billion to SLA shareholders (the "proposed return of capital"), SLA today announces that the UK Listing Authority has approved a shareholder circular in relation to the proposed transaction and the proposed return of capital (the "Circular") dated 30 May 2018. The Circular includes important information and details in relation to SLA's strategy and plans, including the implementation of a revised operating model which is expected to enhance the commercial and operational delivery of its strategy.

The key aspects of the proposed transaction and proposed return of capital are summarised below:

·    Proposed sale of Standard Life Assurance Limited to Phoenix for total consideration of £3.28 billion comprising:

o Cash consideration of £2.28 billion¹

o Shareholding of approximately 19.99% in the Enlarged Phoenix Group

·    Revised operating model expected to deliver at least £100 million of annual net efficiency savings by the end of 2020 in addition to previously announced cost synergies of £250 million per annum

·   Agreement to significantly expand the existing long-term strategic partnership with Phoenix Group:

o Right of first refusal² for investment management mandates on new assets that Phoenix acquires in the future

o Potential to manage more of Phoenix's existing investment mandates with £7.0 billion already under review and the potential for additional mandates

o Opportunity to offer relevant propositions and services (including advice) to the Enlarged Phoenix Group's c.10 million customers (where permissible) 

·     Proposed return of up to £1.75 billion in aggregate to shareholders, subject to shareholder and regulatory approvals:

o  £1.0 billion by way of the B Share Scheme and Share Capital Consolidation

o  Up to £750 million by way of the Share Buyback Programme

The proposed transaction, taken together with the proposed B Share Scheme and Share Capital Consolidation, the Share Buyback Programme, the additional expected earnings from the Retained Group's approximate 19.99% stake in Phoenix and the announced efficiency benefits arising from the revised target operating model of the Retained Group, is expected to be accretive to earnings per share from 2020.

SLA shareholders (other than those who have elected for notification by electronic communication) will shortly receive a copy of the Circular. As set out in the Circular, the general meeting will be held at 11.00 a.m. on 25 June 2018 at the EICC, Morrison Street, Edinburgh EH3 8EE to allow SLA shareholders to vote on the resolutions required to approve and implement the proposed transaction and the proposed return of capital. The resolution relating to the proposed transaction will require approval by a simple majority of the SLA shareholders present and voting (in person or by proxy) at the general meeting. The resolutions relating to the proposed return of capital will require approval by at least 75 per cent of the SLA shareholders present and voting (in person or by proxy) at the general meeting.

In addition to the passing of the required resolutions at the general meeting, completion of the proposed transaction is conditional upon, among other things, approval of Phoenix Group Holdings' shareholders, and the receipt of relevant regulatory approvals.

A copy of the Circular will be available for inspection on SLA's website at www.standardlifeaberdeen.com or can be inspected during normal business hours on any business day for a period beginning today and ending on the date of completion of the proposed transaction at SLA's registered office at Standard Life House, 30 Lothian Road, Edinburgh EH1 2DH, Scotland and at the offices of SLA's legal advisers, Slaughter and May, at One Bunhill Row, London EC1Y 8YY. A copy of the Circular will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

Words and phrases used, but not defined, in this announcement bear the same meaning as in the Circular.

30 May 2018

Enquiries:

Media Enquiries
James Thorneley, Head of Communications, Aberdeen Standard Investments	[phone] [phone]
Nicki Lundy, Head of Media Relations Standard Life	[phone]* [phone]
Katy Hetherington, PR Manager, Standard Life Aberdeen	[phone]* [phone]
Investor Enquiries
Jakub Rosochowski, Investor Relations Director, Standard Life Aberdeen	[phone]* [phone]
Neil Longair, Investor Relations Manager, Standard Life Aberdeen	[phone]* [phone]

* Calls may be monitored and/or recorded to protect both you and us and help with our training. Call charges will vary.

Standard Life Aberdeen plc LEI: OTMBS544NMO7GLCE7H90

Classification: 2.2. Inside Information

Notes

¹ Inclusive of a £312 million dividend paid by Standard Life Assurance Limited to Standard Life Aberdeen in March 2018

² This right is subject to the satisfaction of certain commercial conditions, including capability and fee levels, and to certain applicable governance processes.

 

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