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Standard Chartered PLC — Capital/Financing Update 2012
May 3, 2012
4648_prs_2012-05-03_337c5317-e9c6-425b-a019-ef10f675aab5.pdf
Capital/Financing Update
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SUPPLEMENTARY PROSPECTUS DATED 3 MAY 2012
Standard Chartered PLC
(Incorporated as a public limited company in England and Wales with registered number 966425)
Standard Chartered Bank
(Incorporated with limited liability in England by Royal Charter with reference number ZC 18) Standard Chartered Bank (Hong Kong) Limited
(Incorporated with limited liability in Hong Kong: Number 875305)
Standard Chartered Bank Korea Limited (formerly Standard Chartered First Bank Korea Limited)
(Incorporated in the Republic of Korea with limited liability: Number 1028121843)
U.S.\$42,500,000,000 Debt Issuance Programme
This supplement (the "Supplement", which definition shall also include all information incorporated by reference herein) to the base prospectus dated 11 November 2011 (the "Base Prospectus", which definition includes the base prospectus as supplemented, amended or updated from time to time and includes all information incorporated by reference therein) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 ("FSMA") and is prepared in connection with the U.S.\$42,500,000,000 Debt Issuance Programme established by Standard Chartered PLC ("SCPLC"), Standard Chartered Bank ("SCB"), Standard Chartered Bank (Hong Kong) Limited ("SCBHK") and Standard Chartered Bank Korea Limited (formerly Standard Chartered First Bank Korea Limited) ("SCB Korea") (each of SCPLC, SCB, SCBHK and SCB Korea in such capacity an "Issuer" and together the "Issuers"). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.
This Supplement is supplemental to, updates, must be read in conjunction with and forms part of the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuers.
The purpose of this Supplement is to: (a) incorporate by reference into the Base Prospectus: (i) certain sections of the consolidated Annual Report and audited accounts of SCPLC, its subsidiaries and subsidiary undertakings for the year ended 31 December 2011; (ii) the audited annual accounts of SCB for the year ended 31 December 2011; (iii) the audited annual accounts of SCBHK for the year ended 31 December 2011; and (iv) the document entitled "Pillar 3 Disclosures 31 December 2011"; and (b) update the Base Prospectus to note that (i) Saleem Razvi has stepped down as an Executive Director and as Chief Financial Officer of SCBHK; (ii) Ling Fou Tsong has been appointed as an Executive Director and as Chief Financial Officer of SCBHK; and (iii) Janardhan Parthasarathi Cadambi has been appointed as a Non-Executive Director of SCBHK.
This Supplement has been approved by the United Kingdom Financial Services Authority ("FSA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a supplement to the Base Prospectus. The Base Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme.
Investors should be aware of their rights under Section 87Q(4) of FSMA.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in the Base Prospectus.
The Issuers accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers (which have taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Supplement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Supplement.
New Document Incorporated by Reference
The following documents, which have been previously published and which have been approved by the Financial Services Authority or filed with it shall, by virtue of this Supplement, be deemed to be incorporated in, and form part of, the Base Prospectus (provided that the document listed at paragraph 3 below shall not form part of the SCPLC Prospectus or the SCB Prospectus):
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- the following sections of the consolidated Annual Report and audited accounts of SCPLC, its subsidiaries and subsidiary undertakings (the "Group") for the year ended 31 December 2011 released on 23 March 2012:
- (i) Our Performance in Our Markets pages 16 to 19;
- (ii) The Group pages 20 to 25;
- (iii) Consumer Banking pages 26 to 33;
- (iv) Wholesale Banking pages 34 to 41;
- (v) Risk Review pages 50 to 86;
- (vi) Capital pages 87 to 91;
- (vii) Board of Directors pages 94 to 96;
- (viii) Senior Management page 97;
- (ix) Corporate Governance pages 98 to 125;
- (x) Directors' Remuneration Report pages 126 to 151;
- (xi) Report of the Directors pages 152 to 158;
- (xii) Statement of Directors' Responsibilities page 159;
- (xiii) Independent Auditor's Report page 162;
- (xiv) Audited consolidated financial statements of the Group for the year ended 31 December 2011 (including the audit report thereon and notes thereto) – pages 163 to 235; and
- (xv) Pages 238 to 248 (inclusive) of Supplementary Financial Information;
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- the audited annual accounts of SCB for the year ended 31 December 2011 (including the audit report thereon) released on 28 March 2012;
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- the audited annual accounts of SCBHK for the year ended 31 December 2011 (including the audit report thereon) released on 10 April 2012; and
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the document entitled "Pillar 3 Disclosures 31 December 2011" released by SCPLC on 30 March 2012.
Recent Developments – SCBHK
With effect from 2 April 2012, Mr Saleem Razvi has stepped down as an Executive Director and as Chief Financial Officer of SCBHK and Mr Ling Fou Tsong has been appointed as Chief Financial Officer of SCBHK.
With effect from 5 April 2012, Mr Janardhan Parthasarathi Cadambi has been appointed as a Non-Executive Director of SCBHK, and, with effect from 24 April 2012, Mr Ling Fou Tsong has been appointed as an Executive Director of SCBHK.
General
Copies of all documents incorporated by reference in the Base Prospectus and this Supplement may be obtained (without charge) from the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html.
If documents which are incorporated by reference into this Supplement themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference or attached to this Supplement.
The parts of the above mentioned documents which are not incorporated by reference into the SCPLC Prospectus, the SCB Prospectus or the SCBHK Prospectus (as detailed in the "New Documents Incorporated by Reference" section of this Supplement) are either not relevant for investors or are covered elsewhere within the SCPLC Prospectus, the SCB Prospectus or the SCBHK Prospectus respectively.
To the extent that there is any inconsistency between: (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement; and (b) any other statement in or incorporated by reference into, the Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Supplement and the supplement dated 5 March 2012, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.