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Standard Chartered PLC

Prospectus Sep 19, 2025

4648_rns_2025-09-19_caa23a07-e91c-43d3-a6a7-33f6dbf5460d.pdf

Prospectus

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FINAL TERMS

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

U.S.\$77,500,000,000

Debt Issuance Programme

U.S.\$50,000,000 4.60 per cent. Fixed Rate Notes due September 2030 (the "Notes")

Issued by

Standard Chartered PLC

Lead Manager

Standard Chartered Bank

The date of the Final Terms is 19 September 2025.

PART A – CONTRACTUAL TERMS

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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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, constitute (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: 309
(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.\$50,000,000
(ii) Tranche: U.S.\$50,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. Denominations: U.S.\$1,000,000
7. Calculation Amount: U.S.\$1,000,000
8. (i)
Issue Date:
23 September 2025
(ii) Interest
Commencement
Date:
Issue Date
9. Maturity Date: 23 September 2030
10. Interest Basis: 4.60 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 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 Applicable
(i) Rate of Interest: 4.60 per cent. per annum payable annually in arrear on
each Interest Payment Date
(ii) Interest Payment Date(s): 23 September in each year, commencing on 23
September 2026 up to, and including, the Maturity Date
(iii) Fixed Coupon Amount: U.S.\$46,000 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction (Condition
4(k)):
30/360
(vi) Determination Dates: Not Applicable
(vii) Relevant Currency: U.S.\$
(viii) Business Day Financial
Centre(s) (Condition 4(k)):
London 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
Date(s):
23 September 2027, 23 September 2028 and 23
September 2029

(ii) Call Option Redemption Amount(s) and method, if The relevant Call Option Redemption Amount per Calculation Amount will be the amount set out next

any, of calculation of such
amount(s):
to the corresponding Optional Redemption Date
below:
Optional Redemption
Date
Call Option
Redemption Amount
per Calculation
Amount
23 September 2027 U.S.\$1,000,000
23 September 2028 U.S.\$1,000,000
23 September 2029 U.S.\$1,000,000
(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. Event Call Loss Absorption Disqualification Applicable
5(f)): Redeemable on days other than
Interest Payment Dates (Condition
Yes
22. Clean-up Call Applicable
(i) Clean-up Call Threshold: 75 per cent.
(ii) Clean-up Call Optional
Redemption Date(s):
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.\$1,000,000 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.\$1,000,000 per Calculation Amount
25. Early Redemption Amount
  • U.S.\$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:
  • (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)): Yes

GENERAL PROVISIONS APPLICABLE TO THE NOTES

26. 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
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
attached to Definitive Notes (and
dates on which such Talons
mature):
No

THIRD PARTY INFORMATION

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

PART B – OTHER INFORMATION

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 23
September 2025.
(iii) Estimated total expenses
of admission to trading:
£5,050

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 judged to be upper-medium grade and is 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/rating-definitions)

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

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.

4. YIELD

5. ESTIMATED NET PROCEEDS
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.
Calculated as 4.60 per cent. on the Issue Date.
Indication of yield: See "General Information" in the Base Prospectus.

Estimated net proceeds: U.S.\$50,000,000

6. OPERATIONAL INFORMATION

(i) ISIN: XS3187823185
(ii) Common Code: 318782318
------ -------------- -----------
  • (iii) FISN: 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.
  • (iv) CFI Code: 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.
(v) Any clearing system(s)
other than Euroclear Bank
SA/NV, Clearstream
Banking, SA, the CMU,
DTC and the relevant
identification number(s):
Not Applicable
(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) LEI: U4LOSYZ7YG4W3S5F2G91
(x) Intended to be held in a No. Whilst the designation is specified as "no" at the date of
manner which would allow these Final Terms, should the Eurosystem eligibility criteria be
Eurosystem eligibility: 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. 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: Not Applicable

7. DISTRIBUTION

  • (i) Method of distribution: Non-syndicated
  • (ii) If syndicated:
    • (a) Names of Managers: Not Applicable
    • (b) Stabilisation Manager(s) (if any): 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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