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Announcement:

MOODY'S SAYS A1 RATING WITH STABLE OUTLOOK LIKELY FOR STANDARD LIFE'S NEW OPERATING COMPANY AFTER PROPOSED DEMUTUALISATION OF THE GROUP

18 Apr 2006
MOODY'S SAYS A1 RATING WITH STABLE OUTLOOK LIKELY FOR STANDARD LIFE'S NEW OPERATING COMPANY AFTER PROPOSED DEMUTUALISATION OF THE GROUP

London, 18 April 2006 -- Moody's Investors Service today commented on the anticipated impact of the proposed demutalisation of the Standard Life Group on the long-term ratings of the Group. These ratings include: A1 insurance financial strength rating (IFSR) at Standard Life Assurance Company (SLAC); A3 guaranteed subordinated debt at SL Finance plc; Baa1 subordinated debt at SL MACS plc -- all with a stable outlook; Moody's will comment in a separate press release on the ratings of Standard Life Bank Ltd.

The rating agency said that it is likely that an A1 IFSR will be assigned to the proposed new operating company, Standard Life Assurance Ltd (SLAL), which will contain substantially all of the UK long-term business of Standard Life Group upon demutualisation. The ratings of the debt instruments currently issued or guaranteed by SLAC, which will be restructured in the context of the proposed demutalisation, are expected to remain unchanged. The actions above are contingent on the successful demutualisation and listing of Standard Life Group as set out in the members' circular.

In March 2004, the Board of SLAC announced that, following a strategic review, it had recommended to members a full demutualisation and listing on the London Stock Exchange. The demutualisation is contingent upon a member vote and EGM, High Court and regulatory approval -- all expected to take place in May and June 2006. The issuing of equity to qualifying members, IPO and Stock Exchange listing, all contingent on an approved demutualisation, are expected to take place in July 2006. The Group plans to raise approximately GBP1.1 billion of net new equity at the time of the listing. Approximately GBP800 million of the proceeds will be downstreamed to SLAL and the balance will be held as cash at the new proprietary Group parent holding company, Standard Life plc (SL).

Under the current demutualisation proposals, the new holding company, Standard Life plc, will be the ultimate owner of all Standard Life Group businesses on flotation and will be listed on the London Stock Exchange (LSE). Most of the business of SLAC will be transferred to SLAL, a subsidiary of SL, via an insurance business transfer scheme. Standard Life Bank and distribution companies will also become shareholder-owned subsidiaries of SLAL. The Standard Life Assurance Company of Canada, Standard Life Healthcare and Standard Life Investments will be held directly or indirectly by the new parent holding company. Following demutualisation, the majority of new UK life and pensions business will be written in the non-profit fund of SLAL for the benefit of shareholders and reinsured on original terms to Standard Life Investments Funds Limited, a wholly shareholder-owned subsidiary of SLAL. Existing UK life and pensions business will remain within SLAL. It is also intended that prescribed cashflows on certain defined blocks of business that will reside in the with-profits fund will accrue to shareholders, subject to the capital support mechanism.

Moody's also notes, that it is Standard Life's present intention to restructure the debt instruments that are currently issued or guaranteed by SLAC, subject to bondholders' consent. Most importantly, under the proposed structure, SL Plc is expected to become the substitute issuer for the guaranteed (Tier Two) subordinated bonds which are currently issued by SL Finance plc, with SLAL giving a subordinated guarantee in support of those bonds. In order to comply with evolving regulatory practice, the subordinated guarantee will rank junior to claims of SL under parallel Internal Tier 2 Instruments

The Tier One bonds that are currently issued by the SL MACS entities would also be amended such that SL will become the issuer in place of SL MACS plc at the time of the demutualisation. Concurrently, the Subordinated Members Account (SMA) existing between the SL MACS companies and SLAC will be replaced with an instrument eligible as Innovative Tier One regulatory capital (equivalent to the current regulatory treatment accorded to the SMA). This replacement -- provided for in the original terms and conditions of the MACS instruments -- is necessary because the SMA structure is only available to mutual companies. SLAL will then guarantee on a subordinated basis the bonds issued by SL. The subordinated guarantee will rank junior to claims of SL under the parallel Internal Tier 1 Instruments.

Commenting on the likely credit rating implications of the intended demutualisation, the rating agency said that the demutualisation, subsequent listing and raising of GBP1.1 billion of net new capital will improve the Group's capitalisation and financial flexibility, whilst reducing the Group's financial leverage. Capitalisation at SLAL is also expected to be comparatively strong, with cover of the Moody's Adjusted Solvency Coverage (MASC) ratio standing at approximately 2 times.

Whilst the proposed demutualisation brings a number of positive benefits to the Group, Moody's notes that some of the credit weaknesses, which act as a constraint on the current rating, remain present. In particular, Moody's notes that Standard Life's rapid growth strategy in recent years and its focus on high commission, low margin pension products has led to poor levels of new business profitability. The rating agency notes that whilst some progress has been made recently, Standard Life Group will continue to face considerable challenges over the short-to-medium term in repositioning its UK Life & Pensions business in order to achieve new business profitability levels comparable with similarly rated peers.

In terms of the implications on the debt ratings, the rating agency notes that under the proposed amended structure, the value of the guarantees provided by SLAC to external bondholders might be reduced if the new holding company were to issue senior debt as a result of the internal loans ranking ahead of the external guarantees on a winding up of the guarantor. This is mitigated to a certain extent by the bondholders having access to more diversified dividend flows from the entire consolidated Group, increased cash holdings at SL, as well as the new capital being raised, which will benefit the bondholders of the holding company. Therefore, on balance, Moody's considers it likely that the demutualisation will not result in a change to the rating of the existing debt instruments.

Commenting on future rating drivers for the Standard Life Group, Moody's concluded that the stable outlook is predicated on Standard Life successfully demutualising and repositioning its UK Life & Pensions business. The stable outlook is also dependent on Standard Life achieving new business profitability consistent with a high A-rated issuer, SLAL maintaining 2 times coverage of the MASC ratio, and Group financial leverage remaining within a 25-30% range. Negative rating pressure could arise if the demutualisation does not proceed to plan, if SLAL's MASC ratio falls below 1.5 times, or long-term Group financial leverage rises above 30%. Positive rating pressure, however, could arise in the medium-to-long term, if the the Group shows sustained levels of improved profitability reflecting a successful repositioning of its UK Life & Pensions business whilst maintaining strong Group capital and moderate financial leverage.

London
Beatrice R. Braun
Analyst
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

London
Simon Harris
Managing Director
Financial Institutions Group
Moody's Investors Service Ltd.
JOURNALISTS: 44 20 7772 5456
SUBSCRIBERS: 44 20 7772 5454

No Related Data.
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CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND/OR ITS CREDIT RATINGS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY'S (COLLECTIVELY, "PUBLICATIONS") MAY INCLUDE SUCH  CURRENT OPINIONS. MOODY'S INVESTORS SERVICE DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE MOODY'S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY'S INVESTORS SERVICE CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS ("ASSESSMENTS"), AND  OTHER OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY'S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY'S ANALYTICS, INC. AND/OR ITS AFFILIATES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES  ITS PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

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