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Standard Chartered PLC — Capital/Financing Update 2013
Jan 15, 2013
4648_rns_2013-01-15_0080bed0-cd48-4178-b018-9cebc1d479cb.pdf
Capital/Financing Update
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Final Terms
STANDARD CHARTERED PLC,
STANDARD CHARTERED BANK
and
STANDARD CHARTERED BANK (HONG KONG) LIMITED
U.S.\$50,000,000,000
Debt Issuance Programme
U.S.\$250,000,000 5.300 per cent. Dated Subordinated Notes due 2043 (the "Notes") (to be consolidated and form a single series, from and including the Issue Date, with the existing U.S.\$500,000,000 5.300 per cent. Dated Subordinated Notes due 2043 issued on 11 January 2013 (the "Existing Notes"))
Issued by
Standard Chartered PLC
Lead Manager
Standard Chartered Bank
The date of the Final Terms is 14 January 2013.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 10 October 2012 and the supplementary prospectuses dated 8 November 2012 and 13 December 2012, which together constitute (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC, including amendments thereto) (the "Prospectus Directive"). This document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the registered office of the Issuer at 1 Aldermanbury Square, London EC2V 7SB.
| 1 | Issuer: | Standard Chartered PLC | |
|---|---|---|---|
| 2 | (i) | Series Number: | 96 (to be consolidated and form a single series, from and including the Issue Date, with the existing U.S.\$500,000,000 5.300 per cent. Dated Subordinated Notes due 2043 issued on 11 January 2013) |
| (ii) | Tranche Number: | 2 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
The Notes will be consolidated and form a single Series with the Existing Notes on the Issue Date. |
|
| 3 | Currency or Currencies: | United States Dollars ("U.S.\$") | |
| 4 | Aggregate Nominal Amount: | ||
| (i) | Series: | U.S.\$750,000,000 | |
| (ii) | Tranche: | U.S.\$250,000,000 | |
| 5 | Issue Price: | 102.401 per cent. of the Aggregate Nominal Amount plus U.S.\$220,833.33 (representing accrued interest in respect of the period from, and including, the Interest Commencement Date to, but excluding, the Issue Date) |
|
| 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: | 17 January 2013 |
| (ii) | Interest Commencement Date: | 11 January 2013 | |
| 9 | Maturity Date: | 9 January 2043 | |
| 10 | Interest Basis: | 5.300 per cent. per annum Fixed Rate | |
| 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: | Regulatory Capital Call | |
| 14 | (i) | Status of the Notes: | Dated Subordinated |
| (ii) | Date Board approval for issuance of Notes obtained: |
Not Applicable |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 15 | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate of Interest: | 5.300 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
|
| (ii) | Interest Payment Date(s): | 9 July and 9 January in each year, commencing on 9 July 2013, up to and including 9 January 2043 |
|
| (iii) | Fixed Coupon Amount: | U.S.\$26.50 per Calculation Amount (except in respect of the Interest Accrual Period ending on 9 July 2013) |
|
| (iv) | Broken Amount(s): | U.S.\$ 26.21 per Calculation Amount (in respect of the Interest Accrual Period ending on 9 July 2013 only) |
|
| (v) | Day Count Fraction (Condition 4(i)): | 30/360 | |
| (vi) | Determination Dates: | Not Applicable | |
| (vii) | Relevant Currency | Not Applicable | |
| 16 | Floating Rate Note Provisions | Not Applicable | |
| 17 | Zero Coupon Note Provisions | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 18 | Call Option | Not Applicable | |
| 19 | Regulatory Capital Call | Applicable | |
| (i) | Redemption Amount per Note: | U.S.\$1,000 per Calculation Amount | |
| 20 | Put Option | Not Applicable | |
| 21 | Final Redemption Amount of each Note | U.S.\$1,000 per Calculation Amount | |
| 22 | Early Redemption Amount | ||
| (ii) | Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: |
U.S.\$1,000 per Calculation Amount | |
| (i) | Redemption for taxation reasons | Yes |
| permitted on days other than Interest Payment Dates (Condition 5(c)): |
|||
|---|---|---|---|
| (ii) | Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): |
Not Applicable | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 23 | Form of Notes: | Registered Notes | |
| Global Certificate exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificate |
|||
| 24 | New Global Note: | No | |
| 25 | Dates: | Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment |
London and New York |
| 26 | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
Signed on behalf of the Issuer:
By: _________________________________
Duly authorised
PART B – OTHER INFORMATION
1 Listing
| (i) | Listing: | Official List of the UK Listing Authority 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 regulated market with effect from 17 January 2013. |
| (iii) | Estimated total expenses of admission to trading |
£3,600 |
2 RATINGS
Ratings The Notes to be issued are expected to be assigned the following ratings:
S&P: A-
Moody's: A3
Fitch: A+
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Lead Manager, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
The Lead Manager 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 Fixed Rate Notes only –YIELD
| Indication of yield: | See "General Information" on page 129 of the Base Prospectus. |
|---|---|
| Calculated as 5.142 per cent. per annum 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. |
5 OPERATIONAL INFORMATION
(i) Restricted Notes:
| (a) | ISIN Code: | US853254AK68 |
|---|---|---|
| ----- | ------------ | -------------- |
(b) CUSIP Number: 853254AK6
(ii) Unrestricted Notes:
- (a) ISIN Code: XS0875267394
- (b) Common Code 087526739
- (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): DTC (iv) Delivery: Free of payment
- (v) Names and addresses of initial Paying Agent(s): The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom
- (vi) Names and addresses of additional Paying Agent(s) (if any): Not Applicable
6 DISTRIBUTION
| (i) | Method of distribution: | Non-syndicated |
|---|---|---|
| (ii) | If syndicated: | |
| (A) Names of Joint Lead Managers: |
Not Applicable | |
| (B) Stabilising Manager(s) (if any): |
Not Applicable | |
| (iii) | If non-syndicated, name of Dealer: |
Standard Chartered Bank |
| (iv) | US Selling Restrictions: | Reg. S Compliance Category 2; TEFRA not applicable |