Statement re Possible OfferSource: RNS
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Standard Chartered PLC.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "UK CODE"), RULE 3.7 OF THE HONG KONG CODE ON TAKEOVERS AND MERGERS (THE "HK CODE"), PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) AND RULE 13.09(2) OF THE RULES GOVERNING THE LISTING OF SECURITIES ON THE STOCK EXCHANGE OF HONG KONG LIMITED.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE.
5 January 2023
First Abu Dhabi Bank PJSC
ANNOUNCEMENT IN RELATION TO A POSSIBLE OFFER FOR STANDARD CHARTERED PLC
First Abu Dhabi Bank PJSC ("First Abu Dhabi Bank") notes recent press speculation in relation to Standard Chartered PLC ("Standard Chartered", or the "Company"). First Abu Dhabi Bank confirms that it had previously been at the very early stages of evaluating a possible offer for Standard Chartered, but as of the date of this announcement, is no longer doing so. Accordingly, First Abu Dhabi Bank, and any person acting in concert with it, is bound by the restrictions under Rule 2.8 of the UK Code and Rule 31.1(c) of the HK Code.
For the purposes of Rule 2.8 of the UK Code and Rule 31.1(c) of the HK Code, First Abu Dhabi Bank, and any person acting in concert with First Abu Dhabi Bank, reserves the right to announce an offer or possible offer for the Company or make or participate in an offer or possible offer for the Company and/or take any other action otherwise precluded under Rule 2.8 of the UK Code or Rule 31.1(c) of the HK Code within six months of the date of this announcement in the following circumstances:
(a) with the agreement of the board of the Company;
(b) if a third party announces a firm intention to make an offer for the Company;
(c) if the Company announces a Rule 9 waiver proposal for the purposes of the UK Code or a "whitewash" proposal for the purposes of the HK Code (see Note 1 of the Notes on Dispensations from Rule 9 of the UK Code and Note 1 of the Dispensations from Rule 26.1 of the HK Code) or a reverse takeover (as defined in the UK Code); and/or
(d) if there has been a material change of circumstances (as determined by the Panel on Takeovers and Mergers and the Takeovers Executive of the Securities and Futures Commission of Hong Kong).
First Abu Dhabi Bank PJSC
Karim Karoui, Group Head of Mergers and Acquisitions
+971 2 305 3436
In accordance with Rule 26.1 of the UK Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, by no later than 12:00 noon (London time) on the business day following the date of this announcement on First Abu Dhabi Bank's website at https://www.bankfab.com/en-ae/about-fab/group. The content of the website referred above is not incorporated into and does not form part of this announcement.
This announcement and the information within it is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this announcement is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.
By Order of the Board of
First Abu Dhabi Bank PJSC
Hana Al Rostamani
As at the date of this announcement, the directors of First Abu Dhabi Bank are H.H Sheikh Tahnoon Bin Zayed Al Nahyan (Chairman) and H.E Sheikh Mohamed Bin Saif Bin Mohamed Al Nahyan (Vice-Chairman) and the following non-executive members: H.E. Jassim Mohammed Buatabh Al Zaabi, H.E. Sheikh Ahmed Mohd Sultan S. Al Dhaheri, H.E. Dr. Sultan Ahmed Al Jaber, H.E. Jassim Mohamed Al Seddiqi, H.E Musabbeh Helal Musabbeh Al Kaabi, H.E Mohammed Thani Murshed Ghanem Al Rumaithi, H.E. Mohamed Saif Al Suwaidi, H.E. Waleed Al Mokarrab Al Muhairi, H.E André Sayegh.
The directors of First Abu Dhabi Bank jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.