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Standard Chartered PLC — Capital/Financing Update 2013
Sep 25, 2013
4648_rns_2013-09-25_d43a6b1e-dc08-403c-a4c3-ca68a6207c66.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.\$ 1,000,000,000 5.20 per cent. Dated Subordinated Notes due 2024
Issued by
Standard Chartered PLC
Joint Lead Managers
BofA Merrill Lynch Barclays Deutsche Bank Securities Standard Chartered Bank
Co-Lead Manager
RBC Capital Markets
The date of the Final Terms is 23 September 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, 13 December 2012, 19 March 2013, 15 April 2013 and 14 August 2013, 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: | 108 |
| (ii) | Tranche Number: | 1 | |
| 3 | Currency or Currencies: | United States Dollars ("U.S.\$") | |
| 4 | Aggregate Nominal Amount: | ||
| (i) | Series: | U.S.\$ 1,000,000,000 | |
| (ii) | Tranche: | U.S.\$ 1,000,000,000 | |
| 5 | Issue Price: | 99.912 per cent. of the Aggregate Nominal Amount |
|
| 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: | 26 September 2013 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 9 | Maturity Date: | 26 January 2024 | |
| 10 | Interest Basis: | 5.20 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: | 5.20 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
||
| (ii) | Interest Payment Date(s): | 26 January and 26 July in each year, commencing on 26 January 2014, up to and including 26 January 2024 |
||
| (iii) | Fixed Coupon Amount: | U.S.\$ 26 per Calculation Amount | ||
| (iv) | Broken Amount(s): | U.S.\$ 17.33 per Calculation Amount, payable on the Interest Payment Date falling on 26 January 2014 |
||
| (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 permitted on days other than Interest Payment Dates (Condition 5(c)): |
Yes | ||
| (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 Certificates exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificates No
24 New Global Note:
London and New York
- 25 Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates:
- 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:
DU 4;ct By:
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 26 September 2013. |
| (iii) | Estimated total expenses of admission to trading |
£3,650 |
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 Joint Lead Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
The Joint Lead Managers and their 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 5.212 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: |
US853254AL42 |
|---|---|
| ------------------- | -------------- |
- (b) CUSIP Number: 853254AL4
- (c) Common Code: 097156344
(ii) Unrestricted Notes:
- (a) ISIN Code: XS0969864916
- (b) Common Code 096986491
- (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: Delivery free of payment in respect of the Restricted Notes and delivery against payment in respect of the Unrestricted Notes
- (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: | Syndicated | |
|---|---|---|---|
| (ii) | If syndicated: | ||
| (A) Names of Lead Managers: |
Joint Lead Managers | ||
| Barclays Capital Inc. | |||
| Deutsche Bank Securities Inc. | |||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | |||
| Standard Chartered Bank | |||
| Co-Lead Manager | |||
| RBC Capital Markets, LLC | |||
| (B) Stabilising Manager(s) (if any): |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
| (iii) | If non-syndicated, name of Dealer: |
Not Applicable | |
| (iv) | US Selling Restrictions: | Reg. S Compliance Category 2; TEFRA not applicable | |
| Rule 144A: Qualified Institutional Buyers only |