Capital/Financing Update • Mar 17, 2025
Capital/Financing Update
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Final Terms
and
EUR1,000,000,000 3.864 per cent. Fixed Rate Reset Social Notes due 2033 (the "Notes")
Issued by
Sole Sustainability Structurer
Standard Chartered Bank
Joint Lead Managers
Banco Santander, S.A. BNP PARIBAS Crédit Agricole Corporate and Investment Bank ING Bank N.V. Natixis Standard Chartered Bank
Co-Managers
Academy Securities, Inc. Agricultural Bank of China Limited Hong Kong Branch (Incorporated in the People's Republic of China with limited liability) Blaylock Van, LLC Drexel Hamilton, LLC Emirates NBD Bank PJSC First Abu Dhabi Bank PJSC ICBC Standard Bank Plc National Bank Financial Inc. QNB Capital LLC
The date of the Final Terms is 13 March 2025.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT.
THE NOTES ARE ISSUED IN REGISTERED FORM ("REGISTERED NOTES") AND MAY BE OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA ("UK MiFIR"); or (iii) not a qualified investor as defined in Article 2 of the EU Prospectus Regulation as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by the EU PRIIPs Regulation as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in UK MiFIR; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 24 April 2024 which, together with the supplementary prospectuses dated 2 May 2024, 30 July 2024, 4 September 2024, 23 September 2024, 30 October 2024, 19 December 2024 and 21 February 2025, constitutes (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing at 1 Basinghall Avenue, London EC2V 5DD, United Kingdom and https://www.sc.com/en/investors/ and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD, United Kingdom.
| 1. | Issuer: | Standard Chartered PLC | |
|---|---|---|---|
| 2. | (i) Series Number: |
304 | |
| (ii) Tranche Number: |
1 | ||
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3. | Currency or Currencies: | Euro ("EUR") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | EUR1,000,000,000 | |
| (ii) | Tranche: | EUR1,000,000,000 | |
| 5. | Issue Price: | 100.000 per cent. of the Aggregate Nominal Amount | |
| 6. | Denominations: | EUR100,000 and integral multiples of EUR1,000 in excess thereof |
|
| 7. | Calculation Amount: | EUR1,000 |
| 8. | (i) | Issue Date: | 17 March 2025 | |
|---|---|---|---|---|
| (ii) | Interest Date: |
Commencement | Issue Date | |
| 9. | Maturity Date: | 17 March 2033 | ||
| 10. | Interest Basis: | Reset Notes | ||
| (see paragraph 17 below) | ||||
| 11. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.000 per cent. of their nominal amount |
||
| 12. | Change of Interest: | Not Applicable | ||
| 13. | Put/Call Options: | Issuer Call Loss Absorption Disqualification Event Call Clean-up Call |
||
| 14. | (i) | Status of the Notes: | Senior | |
| (ii) | Section 3(a)(2) Notes: | Not Applicable | ||
| (iii) | Date Board approval for issuance of Notes obtained: |
Not Applicable | ||
| (iv) Events of Default: |
Restrictive Events of Default | |||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | ||||
| 15. | Fixed Rate Note Provisions | Not Applicable | ||
| 16. | Floating Rate Note Provisions | Not Applicable | ||
| 17. | Reset Note Provisions | Applicable | ||
| (i) | Initial Rate of Interest: | 3.864 per cent. per annum | ||
| (ii) | First Margin: | 1.300 per cent. per annum | ||
| (iii) | Subsequent Margin: | Not Applicable | ||
| (iv) | Interest Payment Dates: | 17 March in each year, commencing on 17 March 2026 |
||
| (v) | First Interest Payment Date: | 17 March 2026 | ||
| (vi) | Fixed Coupon Amount Date: |
payable on each Interest Payment Date up to (and including) the First Reset |
EUR38.64 per Calculation Amount | |
| (vii) | Broken Amount(s): | Not Applicable |
(viii) First Reset Date: 17 March 2032
| (ix) | Second Reset Date: | Not Applicable | |||
|---|---|---|---|---|---|
| (x) | Subsequent Reset Date(s): | Not Applicable Mid-Swap Rate |
|||
| (xi) | Reset Rate: | ||||
| (xii) | Relevant Screen Page: | Bloomberg Page ICAE01 | |||
| (xiii) | Mid-Swap Rate: | Single Mid-Swap Rate | |||
| (xiv) | Benchmark: | Mid-Swap Floating Leg | EURIBOR | ||
| (xv) | Mid-Swap Maturity: | Twelve months | |||
| (xvi) | U.S. Treasury Rate Maturity: | Not Applicable | |||
| (xvii) | Day Count Fraction (Condition 4(k)): |
Actual/Actual – ICMA | |||
| (xviii) | Relevant Time: | Not Applicable | |||
| (xix) | Interest Determination Dates: | Not Applicable | |||
| (xx) | Business Day Convention (Condition 4(b)): |
Not Applicable | |||
| (xxi) | Relevant Currency: | Euro | |||
| (xxii) | Relevant Financial Centre(s) (Condition 4(k)): |
Not Applicable | |||
| (xxiii) | Benchmark Discontinuation: | Benchmark Discontinuation (General) | |||
| (xxiv) Business Day Financial Centre(s) (Condition 4(k)): |
Not Applicable | ||||
| 18. | Zero Coupon Note Provisions | Not Applicable | |||
| PROVISIONS RELATING TO REDEMPTION | |||||
| 19. | Issuer Call | Applicable | |||
| (i) | Date(s): | Optional Redemption | 17 March 2032 | ||
| (ii) | Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): |
EUR1,000 per Calculation Amount | |||
| (iii) | Amount: | Make Whole Redemption | Not Applicable | ||
| (iv) If redeemable in part: |
|||||
| (a) | Minimum Call Option Redemption Amount: |
Not Applicable |
| (b) | Maximum Call Option Redemption Amount: |
Not Applicable | ||
|---|---|---|---|---|
| (v) | Notice period: | As per Condition 5(d) | ||
| 20. | Regulatory Capital Call | Not Applicable | ||
| 21. | Loss Absorption Disqualification Event Call |
Applicable | ||
| 5(f)): | Redeemable on days other than Interest Payment Dates (Condition |
Yes | ||
| 22. | Clean-up Call | Applicable | ||
| (i) | Clean-up Call Threshold: | 75.000 per cent. | ||
| (ii) | Clean-up Call Optional Redemption Date(s): |
From (and including) the Issue Date to (but excluding) the Maturity Date |
||
| (iii) | amount(s): | Call Option Redemption Amount(s) and method, if any, of calculation of such |
EUR1,000 per Calculation Amount | |
| (iv) | Notice period: | As per Condition 5(h) | ||
| 23. | Put Option | Not Applicable | ||
| 24. | Final Redemption Amount of each Note |
EUR1,000 per Calculation Amount | ||
| 25. | Early Redemption Amount | |||
| (i) | Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, due to Regulatory Capital Event or due to Loss Absorption Disqualification Event or on event of default: |
EUR1,000 per Calculation Amount | ||
| (ii) | Redeemable on days other than Interest Payment Dates (Condition 5(c)): |
Yes | ||
| (iii) | Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): |
Not Applicable |
| 26. | Form of Notes: | Registered Notes | |
|---|---|---|---|
| Global Certificate registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificate |
|||
| 27. | New Global Note: | No | |
| 28. | Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates: |
London and T2 | |
| 29. | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
The rating definitions provided in Part B, Item 2 of these Final Terms have been extracted from the websites of S&P Singapore, Fitch UK and Moody's Singapore and/or their affiliates, as the case may be. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by S&P Singapore, Fitch UK and Moody's Singapore and/or their affiliates, as the case may be, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
By: ___________________________________________ Duly authorised
| (i) | Listing: | Official List of the FCA and trading on the London Stock Exchange. |
|||
|---|---|---|---|---|---|
| (ii) | Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market with effect from on or around 17 March 2025. |
|||
| (iii) | Estimated total expenses of admission to trading: |
£6,350 | |||
| 2. | RATINGS | ||||
| Ratings: | The Notes to be issued are expected to be assigned the following ratings: |
||||
| S&P Singapore: BBB+ | |||||
| An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation. The plus (+) sign shows relative standing within the rating categories. |
|||||
| (Source: S&P, https://www.standardandpoors.com/en_US/web/guest/article/ -/view/sourceId/504352) |
|||||
| Moody's Singapore: A3 | |||||
| An obligation rated 'A' is considered to be upper-medium grade and are subject to low credit risk. The modifier '3' indicates a ranking in the lower end of that rating category. |
|||||
| (Source: Moody's, https://www.moodys.com/ratings process/Ratings-Definitions/002002) |
|||||
| Fitch UK: A | |||||
| An obligation rated 'A' denotes an expectation of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. |
|||||
| (Source, Fitch Ratings, https://www.fitchratings.com/products/rating-definitions) |
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield: See "General Information" beginning on page 210 of the Base Prospectus.
Calculated as 3.864 per cent. on the Issue Date in respect of the period from (and including) the Issue Date to (but excluding) the First Reset Date.
As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
(i) Reasons for the offer: The Notes are specified as being "Social Bonds" and an amount equal to the net proceeds from the issuance of the Notes will be used to finance and/or refinance, in whole or in part, eligible projects and activities ("Eligible Projects") in eligible social sectors (as further described within the Group's Sustainability Bond Framework dated December 2024, which may be amended from time to time at the sole discretion of the Group (the "Framework")).
See also "Use of Proceeds – ESG Bonds" in the Prospectus for additional details regarding the use of proceeds of the Notes.
(ii) Estimated net proceeds: EUR996,750,000
Banking, SA, the CMU, DTC and the relevant identification number(s):
| (vi) | Delivery: | Delivery free of payment | |||
|---|---|---|---|---|---|
| (vii) | Names and addresses of initial Paying Agent(s): |
The Bank of New York Mellon, London Branch 160 Queen Victoria Street, London EC4V 4LA, United Kingdom |
|||
| (viii) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | |||
| (ix) | Legal Entity Identifier: | U4LOSYZ7YG4W3S5F2G91 | |||
| (x) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. |
|||
| (xi) | Relevant Benchmark: | Amounts payable under the Notes will be calculated by reference to EURIBOR which is provided by the European Money Markets Institute. As at the date of these Final Terms, the European Money Markets Institute appears on the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of Regulation (EU) 2016/1011 as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK Benchmarks Regulation"). |
|||
| The Mid-Swap Rate that appears on Bloomberg Page ICAE01 is provided by ICAP Information Services Limited ("ICAP"). As at the date hereof, ICAP appears in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation. |
|||||
| 7. | DISTRIBUTION | ||||
| (i) | Method of distribution: | Syndicated | |||
| (ii) | If syndicated: | ||||
| (a) Names of Managers: |
Sole Sustainability Structurer Standard Chartered Bank |
| Joint Lead Managers | |||
|---|---|---|---|
| Banco Santander, S.A. | |||
| BNP PARIBAS | |||
| Crédit Agricole Corporate and Investment Bank | |||
| ING Bank N.V. | |||
| Natixis | |||
| Standard Chartered Bank | |||
| Co-Managers | |||
| Academy Securities, Inc. | |||
| Agricultural Bank of China Limited Hong Kong Branch (Incorporated in the People's Republic of China with limited liability) |
|||
| Blaylock Van, LLC | |||
| Drexel Hamilton, LLC | |||
| Emirates NBD Bank PJSC | |||
| First Abu Dhabi Bank PJSC | |||
| ICBC Standard Bank Plc | |||
| National Bank Financial Inc. | |||
| QNB Capital LLC | |||
| (b) | Stabilisation Manager(s) (if any): |
Standard Chartered Bank | |
| (iii) | If non-syndicated, name of Dealer: |
Not Applicable | |
| (iv) | U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA not applicable | |
| (v) Institutional |
Singapore | Sales to Investors and Accredited Investors only: |
Applicable |
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