TIDMADN
RNS Number : 8967A
Aberdeen Asset Management PLC
16 October 2009
?
Aberdeen Asset Management PLC launches approximately
GBP 90 million offering of Convertible Bonds due 2014
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (OR
TO U.S. PERSONS), CANADA, JAPAN, AUSTRALIA OR IN ANY OTHER JURISDICTION IN WHICH
OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Aberdeen Asset Management PLC ("Aberdeen Asset Management" or the "Company")
announces today that it has launched an offering (the "Offering") of
approximately GBP 90 million of senior unsecured convertible bonds due 2014 (the
"Convertible Bonds") to international institutional investors. The Convertible
Bonds will be convertible into fully paid ordinary shares of Aberdeen Asset
Management (the "Shares") representing approximately 5% of the issued share
capital of the Company. The final size of the Offering will be determined at the
time of pricing (expected to be later today). The net proceeds will be used to
repay a portion of the amounts drawn under the Company's bank revolving credit
facilities and thus extend the Company's average debt profile into the medium
term at a fixed rate.
The Convertible Bonds are expected to carry a coupon of between 3.0% and 3.5%
per annum payable semi-annually in arrear and the conversion price is expected
to be set at a premium of between 30% and 35% to the volume weighted average
price of the Shares between launch and pricing. The Convertible Bonds will be
issued at 100% of their principal amount and, unless previously redeemed,
converted or cancelled, will mature on the fifth anniversary of the issue of the
Convertible Bonds in 2014. The final terms of the Convertible Bonds are expected
to be announced later today and closing, settlement and listing is expected on
or about 14 December 2009.
Application will be made for the Convertible Bonds to be admitted to listing on
the Official List of the UK Listing Authority and admitted to trading on the
Professional Securities Market of the London Stock Exchange.
J.P. Morgan Cazenove Limited is acting as Sole Bookrunner and Sole Lead Manager
in connection with the Offering.
END
Enquiries:
+-----------------------------------+-------------------------------------------+
| Aberdeen Asset Management | +44 (0) 20 7463 6000 |
| Martin Gilbert | |
| Bill Rattray | |
+-----------------------------------+-------------------------------------------+
| J.P. Morgan Cazenove Limited | +44 (0) 20 7588 2828 |
| Ian Hannam | |
| Neil Haycock | |
+-----------------------------------+-------------------------------------------+
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF
1933, AS AMENDED ("REGULATION S") OR TO U.S. PERSONS. THIS ANNOUNCEMENT IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY CONVERTIBLE
BONDS, NOR SHALL THERE BE ANY OFFER OF CONVERTIBLE BONDS IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL. NEITHER THE CONVERTIBLE BONDS NOR
THE SHARES INTO WHICH THE BONDS ARE EXCHANGEABLE HAVE BEEN OR WILL BE REGISTERED
IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF 1933, (AS
AMENDED) (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES. THE CONVERTIBLE BONDS DESCRIBED HEREIN WILL BE PLACED AND SOLD ONLY
OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY CONVERTIBLE BONDS.
THIS ANNOUNCEMENT IS DIRECTED AT AND IS ONLY BEING DISTRIBUTED IN THE UNITED
KINGDOM TO (I) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), (II) HIGH NET WORTH
ENTITIES, AND OTHER PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED
FALLING WITHIN ARTICLE 49 OF THE ORDER, AND (III) PERSONS TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT MUST NOT BE READ, ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. BY READING THIS
ANNOUNCEMENT, THE READER ACKNOWLEDGES THAT IT IS A PERSON EITHER (I) OUTSIDE THE
UNITED KINGDOM OR (II) FALLING WITHIN ONE OF THE FOREGOING CATEGORIES.
IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT AND
ANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC
(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"). ANY PERSON IN THE EEA WHO
ACQUIRES THE CONVERTIBLE BONDS IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER
OF CONVERTIBLE BONDS IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT
IT IS A QUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED
AND AGREED THAT ANY CONVERTIBLE BONDS ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN
ACQUIRED ON BEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS OR
PERSONS IN THE UK AND OTHER MEMBER STATES (WHERE EQUIVALENT LEGISLATION EXISTS)
FOR WHOM THE INVESTOR HAS AUTHORITY TO MAKE DECISIONS ON A WHOLLY DISCRETIONARY
BASIS, NOR HAVE THE CONVERTIBLE BONDS BEEN ACQUIRED WITH A VIEW TO THEIR OFFER
OR RESALE IN THE EEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR
PUBLICATION BY THE COMPANY OR THE LEAD MANAGER OF A PROSPECTUS PURSUANT TO
ARTICLE 3 OF THE PROSPECTUS DIRECTIVE. THE COMPANY, THE LEAD MANAGER AND ANY OF
THEIR RESPECTIVE AFFILIATES WILL RELY UPON THE TRUTH AND ACCURACY OF THE
FOREGOING REPRESENTATIONS AND AGREEMENTS.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC UNDER THE MEANING
OF ARTICLE 1, PARAGRAPH 1, LETTER (T) LEGISLATIVE DECREE N. 58 OF 24 FEBRUARY
1998, AS AMENDED. THE SECURITIES REFERRED TO HEREIN CANNOT BE OFFERED,
DISTRIBUTED, MARKETED, PROMOTED OR SOLICITED IN ITALY TO ITALIAN INVESTORS OTHER
THAN TO "QUALIFIED INVESTORS" AS DEFINED BY ARTICLE 100 OF LEGISLATIVE DECREE N.
58 OF 24 FEBRUARY 1998 AND ARTICLE 2(1)(E)(I) to (III) OF THE PROSPECTUS
DIRECTIVE.
THIS ANNOUNCEMENT IS NOT DIRECTED TO ITALIAN RESIDENTS OTHER THAN ITALIAN
QUALIFIED INVESTORS.
THIS ANNOUNCEMENT IS NOT A SUMMARY OF THE OFFERING AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE PROSPECTUS TO BE PREPARED IN CONNECTION WITH THE
OFFERING (THE "PROSPECTUS"). THIS ANNOUNCEMENT DOES NOT PURPORT TO IDENTIFY OR
SUGGEST THE RISKS (DIRECT OR INDIRECT) WHICH MAY BE ASSOCIATED WITH AN
INVESTMENT IN THE CONVERTIBLE BONDS. EACH INVESTOR SHOULD READ THE
PROSPECTUS FOR MORE COMPLETE INFORMATION REGARDING THE CONVERTIBLE BONDS BEFORE
MAKING AN INVESTMENT DECISION.
THE LEAD MANAGER AND ITS AFFILIATES ARE ACTING ON BEHALF OF THE COMPANY AND NO
ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS AND WILL NOT BE RESPONSIBLE TO
ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE LEAD
MANAGER, OR FOR PROVIDING ADVICE IN RELATION TO THE CONVERTIBLE BONDS.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR
IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY THE
LEAD MANAGER, OR BY ANY OF ITS AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS AS TO
OR IN RELATION TO THE ACCURACY, COMPLETENESS OR VERIFICATION OF THIS
ANNOUNCEMENT, THE PROSPECTUS, PUBLICLY AVAILABLE INFORMATION ON THE ISSUER OR
ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO ANY INTERESTED PARTY OR
ITS ADVISERS AND ANY LIABILITY THEREFOR IS HEREBY EXPRESSLY DISCLAIMED.
IN CONNECTION WITH THE OFFERING, THE LEAD MANAGER AND ITS RESPECTIVE AFFILIATES
MAY, FOR THEIR OWN ACCOUNT, ENTER INTO ASSET SWAPS, CREDIT DERIVATIVES OR OTHER
DERIVATIVE TRANSACTIONS RELATING TO THE CONVERTIBLE BONDS AND/OR THE UNDERLYING
ORDINARY SHARES AT THE SAME TIME AS THE OFFER AND SALE OF THE CONVERTIBLE BONDS
OR IN SECONDARY MARKET TRANSACTIONS. THE LEAD MANAGER AND ANY OF ITS RESPECTIVE
AFFILIATES MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND SELL
SUCH SECURITIES OR DERIVATIVES OR THE UNDERLYING ORDINARY SHARES. NO DISCLOSURE
WILL BE MADE OF ANY SUCH POSITIONS OTHER THAN AS REQUIRED BY APPLICABLE LAWS AND
DIRECTIVES.
IN CONNECTION WITH THE OFFERING, THE LEAD MANAGER AND ANY OF ITS RESPECTIVE
AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP CONVERTIBLE
BONDS OR THE UNDERLYING ORDINARY SHARES AND IN THAT CAPACITY MAY RETAIN,
PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SECURITIES AND ANY SECURITIES OF THE
ISSUER OR ANY RELATED INVESTMENTS AND MAY OFFER OR SELL SUCH SECURITIES OR OTHER
INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING. THE LEAD MANAGER
DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS
OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IODEQLBFKBBEFBD
|