Prospectus • Aug 14, 2025
Prospectus
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HKD 1,500,000,000 3.410 per cent. Fixed Rate Notes due August 2029 (the "Notes")
The date of the Final Terms is 8 August 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 BEARER FORM ("BEARER NOTES") THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. 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 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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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 the 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 manufacturer's 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 manufacturer's 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 prospectuses dated 2 May 2025 and 31 July 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: | 308 |
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3. | Currency or Currencies: | Hong Kong Dollar ("HKD") | |
| 4. | Aggregate Nominal Amount: | ||
| (i) | Series: | HKD 1,500,000,000 | |
| (ii) | Tranche: | HKD 1,500,000,000 | |
| 5. | Issue Price: | 100.000 per cent. of the Aggregate Nominal Amount |
|
| 6. | Denominations: | HKD 1,000,000 | |
| 7. | Calculation Amount: | HKD 1,000,000 | |
| 8. | (i) Issue Date: | 14 August 2025 | |
| (ii) Interest Commencement Date: | Issue Date | ||
| 9. | Maturity Date: | 14 August 2029 | |
| 10. | Interest Basis: | 3.410 per cent. Fixed Rate | |
| (see paragraph 15 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 |
| 15. | Fixed Rate Note Provisions | Applicable | |||
|---|---|---|---|---|---|
| (i) | Rate of Interest: | 3.410 per cent. per annum payable annually in arrear on each Interest Payment Date |
|||
| (ii) | Interest Payment Date(s): | 14 August in each year, commencing on 14 August 2026 up to, and including the Maturity Date, adjusted in accordance with the Modified Following Business Day Convention |
|||
| (iii) Fixed Coupon Amount: |
Not Applicable | ||||
| (iv) | Broken Amount(s): | Not Applicable | |||
| (v) | Day Count Fraction (Condition 4(k)): |
Actual/365 (Fixed) | |||
| (vi) | Determination Dates: | Not Applicable | |||
| (vii) | Relevant Currency: | HKD | |||
| (viii) | Business Centre(s) 4(k)): |
Day Financial (Condition |
London, Hong Kong and New York | ||
| 16. | Floating Rate Note Provisions | Not Applicable | |||
| 17. | Reset Note Provisions | Not Applicable | |||
| 18. | Zero Coupon Note Provisions | Not Applicable | |||
| PROVISIONS RELATING TO REDEMPTION | |||||
| 19. | Issuer Call | Applicable | |||
| (i) | Optional | Redemption | 14 August 2028 |
(i) Optional Redemption Date(s):
21. Loss Absorption Disqualification Event Call Applicable
Redeemable on days other than Interest Payment Dates (Condition 5(f)): Yes
24. Final Redemption Amount of each Note HKD 1,000,000 per Calculation 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: HKD 1,000,000 per Calculation Amount
28. Form of Notes: Bearer Notes
Temporary Global Note exchangeable for a permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the permanent Global Note
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
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/g uest/article/-/view/sourceId/504352)
Moody's Singapore: A3
An obligation rated 'A' is considered to be uppermedium 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/ratingsprocess/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/ratingdefinitions)
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
The Dealer and its 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" in the Base Prospectus.
Calculated as 3.410 per cent. on the Issue 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.
Estimated net proceeds: HKD 1,496,625,000
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 Not Applicable
| (i) | Method of distribution: | Non-syndicated | ||
|---|---|---|---|---|
| (ii) | If syndicated: | |||
| (a) Managers: |
Names | of | Not Applicable | |
| (b) | Stabilisation Manager(s) any): |
(if | Not Applicable | |
| (iii) | If non-syndicated, name of Dealer: |
Standard Chartered Bank | ||
| (iv) | U.S. Selling Restrictions: | Reg. S Compliance Category 2; TEFRA D |
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