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Standard Chartered PLC Capital/Financing Update 2012

Oct 10, 2012

4648_rns_2012-10-10_90e43ad4-4b3c-4555-9e30-a7011c8dca2b.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

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STANDARD CHARTERED PLC

渣打集團有限公司

(Incorporated as a public limited company in England and Wales with registered number 966425)

(Stock Code: 02888)

9 October 2012

STANDARD CHARTERED PLC ANNOUNCES UPPER TIER 2 TENDER OFFER

£150,000,000 Undated Primary Capital Floating Rate Notes

ISIN: GB0008389008

(the "Notes")

Standard Chartered PLC (the "Company") has today invited holders of the Notes to tender any and all of the Notes (of which £150,000,000 is outstanding) for repurchase by the Company for cash (the "Offer").

The Offer is being made upon the terms and subject to the conditions contained in the tender offer memorandum dated 9 October 2012 (the "Tender Offer Memorandum"), copies of which may be obtained free of charge from the Dealer Managers, Lloyds TSB Bank plc and Standard Chartered Bank, or the Tender Agent, Lucid Issuer Services Limited.

The Company will pay £600 for each £1,000 in nominal amount of the Notes accepted by it for repurchase pursuant to the Offer, as well as accrued interest on such Notes.

The Offer begins today, 9 October 2012, and will expire at 4.00 p.m. London Time on 24 October 2012, unless extended, re-opened or terminated as provided in the Tender Offer Memorandum. Where Notes are purchased pursuant to the Offer, settlement of such purchases is expected to take place on 26 October 2012.

For further information, please contact:

The Dealer Managers

Lloyds TSB Bank plc

10 Gresham Street

London EC2V 7AE

Telephone: +44 20 7158 3981

Email: [email protected]

Attention: Liability Management Group

The Tender Agent

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

Telephone: +44 20 7704 0880


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Standard Chartered Bank
One Basinghall Avenue
London EC2V 5DD
Email: [email protected]
Attention: Thomas
Choquet/Sunjeeve Patel
Telephone: +44 20 7885 5739
Email: [email protected]
Attention: DCM Syndicate

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which must be read carefully before any decision is made with respect to the Offer described in this announcement. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, counsel, accountant or other independent financial adviser. Any holder of Notes whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer. None of Lloyds TSB Bank plc, Standard Chartered Bank, Lucid Issuer Services Limited or any of their respective affiliates, makes any recommendation as to whether or not any holder of Notes should tender Notes held by them pursuant to the Offer.

No offer to purchase any Notes is being made pursuant to this announcement. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws and tenders of securities pursuant to the Offer will not be accepted from holders thereof in any jurisdiction where such invitation or tender is unlawful.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.

Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Offer Restrictions

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom and are only for circulation to persons outside the United Kingdom or to persons within the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Authorite des services et marches financiers/Autoriteit finanziele diensten en markten") and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any


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memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purposes or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer. This announcement and the Tender Offer Memorandum have not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises:

Chairman:
Sir John Wilfred Peace

Executive Directors:
Mr Peter Alexander Sands; Mr Stefano Paolo Bertamini; Mr Jaspal Singh Bindra; Mr Richard Henry Meddings; Mr Alun Michael Guest Rees and Mr Viswanathan Shankar

Independent Non-Executive Directors:
Mr Richard Delbridge; Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE; Dr Han Seung-soo, KBE; Mr Simon Jonathan Lowth; Mr Rudolph Harold Peter Markham (Senior Independent Director); Ms Ruth Markland; Mr John Gregor Hugh Paynter; Mr Paul David Skinner and Mr Oliver Henry James Stocken