Capital/Financing Update • May 7, 2025
Capital/Financing Update
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Final Terms
and
U.S.\$77,500,000,000
U.S.\$750,000,000 Floating Rate Notes due 2031 (the "Notes")
Issued by
Standard Chartered PLC
Joint Lead Managers
Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman Sachs International Morgan Stanley & Co. LLC RBC Capital Markets, LLC Standard Chartered Bank
Co-Managers
Bank of China Limited, London Branch Emirates NBD Bank PJSC First Abu Dhabi Bank PJSC National Bank of Canada Financial Inc. Natixis Securities Americas LLC Oversea-Chinese Banking Corporation Limited QNB Capital LLC U.S. Bancorp Investments, Inc.
The date of the Final Terms is 6 May 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.
THE NOTES ARE ISSUED IN REGISTERED FORM ("REGISTERED NOTES") AND MAY BE OFFERED AND SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS"), AS DEFINED IN RULE 144A AND (II) 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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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, as amended (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.
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 person subsequently offering, selling or recommending the Notes (a "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 23 April 2025 which, together with the supplementary Prospectus dated 2 May 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 | (i) Issuer: |
Standard Chartered PLC | |
|---|---|---|---|
| (ii) | Guarantor (only for Section 3(a)(2) Notes issued by Standard Chartered Bank, acting through its head office): |
Not Applicable | |
| 2 | (i) | Series Number: | 306 |
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3 | Currency or Currencies: | United States Dollars ("U.S.\$") | |
| 4 | Aggregate Nominal Amount: | ||
| (i) | Series: | U.S.\$750,000,000 | |
| (ii) | Tranche: | U.S.\$750,000,000 | |
| 5 | Issue Price: | 100.000 per cent. of the Aggregate Nominal Amount | |
| 6 | Denominations: | U.S.\$200,000 and integral multiples of U.S.\$1,000 in excess thereof |
|
| 7 | Calculation Amount: | U.S.\$1,000 | |
| 8 | (i) | Issue Date: | 13 May 2025 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 9 | Maturity Date: | The Interest Payment Date falling on or nearest to 13 May 2031 |
|
| 10 | Interest Basis: | SOFR Compound + 1.68 per cent. Floating Rate | |
| (see paragraph 16 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 of 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 | Applicable | |
| (i) | Interest Period(s): | The period beginning on (and including) the Issue Date and ending on (but excluding) the First Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date |
|
| (ii) Interest Payment Dates: |
13 February, 13 May, 13 August and 13 November in each year, subject to adjustment in accordance with the Business Day Convention below |
||
| (iii) | First Interest Payment Date: | 13 August 2025 | |
| (iv) Business Day Convention (Condition 4(b)): |
Modified Following Business Day Convention | ||
| (v) | Relevant Financial Centre(s) (Condition 4(k)): |
New York | |
| (vi) | Interest Period Date(s): | As per Conditions | |
| (vii) Calculation Agent: | The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286, U.S. |
||
| (viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): |
Not Applicable | ||
| (ix) | Page (Condition 4(c)): | 3:00 p.m. (New York time) | |
| • Relevant Time: • Interest Determination Date: |
|||
| The date which is two U.S. Government Securities Business Days prior to each Interest Payment Date |
|||
| • Primary Source for Floating Rate: |
As per Condition 4(c)(ii)(B)b. | ||
| • Relevant Financial Centre: |
New York | ||
| • Benchmark: |
SOFR | ||
| • Effective Date: |
Not Applicable | ||
| • Specified Duration: |
Not Applicable |
| • SOFR Rate Cut-Off Date: |
Not Applicable | ||
|---|---|---|---|
| • | Lookback Days: | Not Applicable | |
| • | SOFR Benchmark: | SOFR Compound | |
| • | SOFR Compound: | SOFR Compound with SOFR Observation Period Shift | |
| • | SOFR Observation Shift Days: |
Two U.S. Government Securities Business Days | |
| • | Interest Accrual Period End Dates: |
Not Applicable | |
| • | Interest Payment Delay: | Not Applicable | |
| • | SOFR Index Start: | Not Applicable | |
| • | SOFR Index End: | Not Applicable | |
| • | SONIA Benchmark: | Not Applicable | |
| • | SONIA Observation Method: | Not Applicable | |
| • | SONIA Observation Look-Back Period: |
Not Applicable | |
| • | SONIA Observation Shift Period: |
Not Applicable | |
| • | Fallback Page: | Not Applicable | |
| • | €STR Benchmark: | Not Applicable | |
| • | €STR Observation Method: | Not Applicable | |
| • | €STR Observation Look-Back Period: |
Not Applicable | |
| • | €STR Observation Shift Period: |
Not Applicable | |
| • | Relevant Number: | Not Applicable | |
| • | D: | Not Applicable | |
| • | SORA Observation Method: | Not Applicable | |
| • | SORA Observation Look-Back Period: |
Not Applicable | |
| • | SORA Observation Shift Period: |
Not Applicable | |
| (x) | Representative Amount: | Not Applicable | |
| (xi) | Linear Interpolation: | Not Applicable | |
| (xii) Margin(s): | + 1.68 per cent. per annum | ||
| (xiii) Minimum Interest Rate: | Not Applicable | ||
| (xiv) Maximum Interest Rate: | Not Applicable | ||
| (xv) Day 4(k)): |
Count Fraction (Condition |
Actual/360 |
| (xvi) Rate Multiplier: (xvii)Benchmark Discontinuation: (xviii) Business Day Financial Centre(s) (Condition 4(k)): |
Not Applicable | |||
|---|---|---|---|---|
| Benchmark Discontinuation (SOFR) | ||||
| London and New York | ||||
| (xix) Relevant Currency: | United States Dollars | |||
| 17 | Reset Note Provisions | Not Applicable | ||
| 18 | Zero Coupon Note Provisions | Not Applicable | ||
| PROVISIONS RELATING TO REDEMPTION | ||||
| 19 | Issuer Call | Applicable | ||
| (i) | Optional Redemption Date(s): | 13 May 2030 | ||
| (ii) | Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): |
U.S.\$1,000 per Calculation Amount | ||
| (iii) | Make Whole Redemption Amount: | 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 | Event Call | Loss Absorption Disqualification | Applicable | |
| Redeemable on days other than Interest Payment Dates (Condition 5(f)): |
No | |||
| 22 | Clean-up Call | Applicable | ||
| (i) | Clean-up Call Threshold: | 75 per cent. | ||
| (ii) | Clean-up Call Optional Redemption Date(s): |
On any Interest Payment Date in the period from (and including) the Issue Date to (but excluding) the Maturity Date |
||
| (iii) | Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): |
U.S.\$1,000 per Calculation Amount | ||
| (iv) | Notice period: | As per Condition 5(h) | ||
| 23 | Put Option | Not Applicable | ||
| 24 | Final Redemption Amount of each Note |
U.S.\$1,000 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 |
U.S.\$1,000 per Calculation Amount |
due to Loss Absorption Disqualification Event or on event of default:
attached to Definitive Notes (and dates on which such Talons mature):
| 26 | Form of Notes: | Registered Notes | |
|---|---|---|---|
| One or more Unrestricted Global Certificate(s) registered in the name of a nominee for DTC exchangeable for Definitive Certificates in the limited circumstances specified in the Unrestricted Global Certificate(s) One or more Restricted Global Certificate(s) registered in the name of a nominee for DTC exchangeable for Definitive Certificates in the limited circumstances specified in the Restricted Global Certificate(s) |
|||
| 27 | New Global Note: | No | |
| 28 | Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates: |
London and New York | |
| 29 | Talons for future Coupons to be | No |
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
| 1 | LISTING: | |||
|---|---|---|---|---|
| (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 13 May 2025. |
||
| (iii) | Estimated total admission to trading: |
expenses of |
£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.
Details of historic SOFR rates can be obtained from the NY Federal Reserve's Website.
| 5 | ESTIMATED NET PROCEEDS | ||||||
|---|---|---|---|---|---|---|---|
| Estimated net proceeds: | U.S.\$747,750,000 | ||||||
| 6 | OPERATIONAL INFORMATION | ||||||
| (i) | ISIN: | ||||||
| (a) | Unrestricted Global Registered Certificate: |
US85325D2B58 | |||||
| (b) | Restricted Global Registered Certificate: |
US85325C2G63 | |||||
| (ii) | Common Code: | ||||||
| (a) | Unrestricted Global Registered Certificate: |
306932802 | |||||
| (b) | Restricted Global Registered Certificate: |
306932721 | |||||
| (iii) CUSIP Number: |
|||||||
| (a) | Unrestricted Global Registered Certificate: |
85325D2B5 | |||||
| (b) | Restricted Global Registered Certificate: |
85325C2G6 | |||||
| (iv) | FISN: | ||||||
| (a) | Unrestricted Global Registered Certificate: |
The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN. |
|||||
| (b) | Restricted Global Registered Certificate: |
The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that |
assigned the ISIN.
assigned the ISIN.
responsible National Numbering Agency that
The CFI Code for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.
Not Applicable
The Bank of New York Mellon, London Branch 160 Queen Victoria Street, London EC4V 4LA, United Kingdom
Not Applicable
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.
(xii) Relevant Benchmark: Amounts payable under the Notes will be calculated by reference to SOFR which is provided by the NY Federal Reserve. As at the date of these Final Terms, the NY Federal Reserve does not appear 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.
Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman Sachs International
| Morgan Stanley & Co. LLC | |||||
|---|---|---|---|---|---|
| RBC Capital Markets, LLC | |||||
| Standard Chartered Bank | |||||
| Co-Managers | |||||
| Bank of China Limited, London Branch | |||||
| Emirates NBD Bank PJSC | |||||
| First Abu Dhabi Bank PJSC | |||||
| National Bank of Canada Financial Inc. | |||||
| Natixis Securities Americas LLC | |||||
| Oversea-Chinese Banking Corporation Limited | |||||
| QNB Capital LLC | |||||
| U.S. Bancorp Investments, Inc. | |||||
| (b) | Stabilisation any): |
Manager(s) | (if | 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 |
|||
| Rule 144A: Qualified Institutional Buyers only |
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