TIDMADN
RNS Number : 9237A
Aberdeen Asset Management PLC
16 October 2009
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Aberdeen Asset Management PLC - Convertible Bond
London, 16 October 2009
Aberdeen Asset Management PLC prices
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 that the terms of its GBP 90 million offering (the
"Offering") of senior unsecured convertible bonds due 2014 (the "Convertible
Bonds") have been fixed as follows:
- the Offering size is GBP 90 million and the Company has granted an option
to the Sole Bookrunner to
increase the offering size by up to GBP 2.5
million (the "Option")
- the conversion price has been set at 185 pence per share, which represents
a 30% premium over the
volume weighted average price of Aberdeen Asset
Management's ordinary
shares between launch and pricing
- the coupon has been set at 3.5% per annum payable semi-annually in arrear
- the Convertible Bonds are convertible into 48.7 million ordinary shares of
Aberdeen Asset
Management and a further 1.3 million shares in the
event the Option is exercised, together representing
approximately 5%
of the current issued share capital
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. Closing, settlement
and listing of the Convertible Bonds is expected on or about 17 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
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