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Standard Chartered PLC — Capital/Financing Update 2014
May 6, 2014
4648_rns_2014-05-06_61cf7399-2ecf-4fd9-b695-a04b282d5092.pdf
Capital/Financing Update
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STANDARD CHARTERED PLC, STANDARD CHARTERED BANK
STANDARD CHARTERED BANK (HONG KONG) LIMITED
Debt Issuance Programme
Floating Rate Notes due December (the "Notes") (to be consolidated and form a single Series with the existing €750,000,000 Floating Rate Notes due December issued on 2 December (the "Existing
Issued by
Standard Chartered PLC
Lloyds Bank
Standard Chartered Bank
The date of the Final Terms is 2 May
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 2013 and the supplementary Prospectuses dated 14 January 2014, 18 March 2014 and 8 April 2014 which together constitute (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 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 One Basinghall Avenue, London EC2V 5DD.
| 1 | Issuer: | Standard Chartered PLC | |
|---|---|---|---|
| 2 | (i) | Series Number: | (to be consolidated and form a single Series with the existing €750,000,000 Floating Rate Notes due December 2015 issued on 2 (the "Existing December |
| (ii) | Tranche Number: | ||
| (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 or after the first day following the expiry of 40 days after the Issue Date. |
|
| 3 | Currency or Currencies: | Euro ("€") | |
| 4 | Aggregate Nominal Amount: | €855,300,000 | |
| (i) | Series: | €855,300,000 | |
| (ii) | Tranche: | €105,300,000 | |
| Issue Price: | 100.191679 per of the Aggregate Nominal Amount plus €120,919.50 (representing accrued interest in respect of the period from, and including, the Interest Commencement Date to, but excluding, the Issue Date). |
||
| 6 | Denominations: | €100,000 | |
| 7 | Calculation Amount: | €100,000 | |
| 8 | (i) | Issue Date: | May 2014 |
| (ii) | Interest Commencement Date: | 2 March 2014 | |
| Maturity Date: | The Interest Payment Date falling on or nearest 2 December |
||
| 10 | Basis: | 3 month + 0.35 per per annum Floating Rate |
|
| 11 | Redemption/Payment Basis: | Subject to any purchase and cancellation or early |
redemption, the Notes will be redeemed on the Maturity Date at per of their nominal amount
| 12 | Change of Interest: | Not Applicable | |
|---|---|---|---|
| 13 | Put/Call Options: | Not Applicable | |
| 14 | (i) | Status of the Notes: | Senior |
| (ii) | Date Board approval for issuance of Notes obtained: |
Not Applicable |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| Fixed Rate Note Provisions | Not Applicable | ||
|---|---|---|---|
| Floating Rate Note Provisions | Applicable | ||
| (i) | Interest Period(s): | The period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the First Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date |
|
| (ii) | Specified Interest Payment Dates: | 2 June 2014, 2 September 2014, 2 December 2014, 2 March 2 June 2015, 2 September and 2 December |
|
| (iii) | First Interest Payment Date: | 2 June 2014 | |
| (iv) | Business Day Convention: | Modified Following Business Day Convention | |
| (v) | 4(i)): | Relevant Financial Centre(s) (Condition | Eurozone |
| (vi) | Manner in which the Rate(s) of Interest is/are to be determined: |
Page | |
| (vii) | Interest Period Date(s): | Not Applicable | |
| (viii) | Agent): | Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation |
Not Applicable |
| (ix) | Page (Condition 4(c)(i)): | ||
| Relevant Time: | a.m. Central European time | ||
| Interest Determination Date: | Two TARGET Business Days prior to the start of the relevant Interest Period |
||
| Primary Source for Floating Rate: | Reuters page EURIBOR01 | ||
| Reference Banks (if Primary | Not Applicable | ||
Source is "Reference Banks"):
| Relevant Financial Centre: | Eurozone | ||
|---|---|---|---|
| Benchmark: | 3 month EURIBOR | ||
| Representative Amount: | €750,000,000 | ||
| Effective Date: | The first day of the relevant Interest Accrual Period |
||
| Specified Duration: | 3 months | ||
| (x) | Margin(s): | + 0.35 per per annum |
|
| (xi) | Minimum Rate of Interest: | Not Applicable | |
| (xii) | Maximum Rate of Interest: | Not Applicable | |
| (xiii) | Day Count Fraction (Condition 4(i)): | Actual/360 | |
| (xiv) | Rate | Not Applicable | |
| Zero Coupon Note Provisions | Not Applicable |
PROVISIONS RELATING TO REDEMPTION
| 18 | Call Option | Not Applicable | |
|---|---|---|---|
| Regulatory Capital Call | Not Applicable | ||
| 20 | Put Option | Not Applicable | |
| 21 | Final Redemption Amount of each Note | ||
| 22 | Early Redemption Amount | per Calculation Amount | |
| (i) | Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: |
per Calculation Amount | |
| (i) | Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 5(c)): |
No | |
| (ii) | Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): |
Yes | |
| GENERAL PROVISIONS APPLICABLE TO THE | |||
| 23 | Form of | 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 | ||
|---|---|---|
| 24 | New Global Note: | Yes |
| 25 | Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates: |
Not Applicable |
| 26 | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons |
Signed on behalf of the Issuer:
mature):
Duly authorise d
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 market with effect from on or regulated around 7 May 2014. |
| (iii) | Estimated total expenses of admission to trading |
£2,700 |
2 RATINGS
Ratings The Notes to be issued are expected to be assigned the following rating:
Moody's: A2 S&P: A+ Fitch: AA-
3 INTERESTS OF NATURAL AND LEGA L 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 Floating Rate Notes only - HISTORIC INTEREST RATES
Details of historic EURIBOR rates can be obtained from Reuters page EURIBOR01.
5 OPERATIONAL INFORMATION
| (i) | Code: | Until the Notes are consolidated and form a single Series with the Existing Notes, the Notes will have the temporary of will be Thereafter the XS0998509490. |
|---|---|---|
| (ii) | Common Code: | Until the Notes are consolidated and form a single Series with the Existing Notes, the Notes will have the temporary Common |
Code of Thereafter the Common Code will be 099850949.
| (iii) | Any clearing system(s) other than Euroclear Bank S.A./N.V. and Banking, anonym e and the relevant identification number(s): |
Not Applicable | |
|---|---|---|---|
| (iv) | Delivery: | Delivery against payment | |
| (v) | Names and addresses of initial Paying Agent(s): |
The Bank of New York Mellon, One Canada Square, London 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 Managers: | Lloyds Bank Standard Chartered Bank |
||
| (B) Stabilising Manager(s) (if any): | Not Applicable |
(iii) If non-syndicated, name of Dealer: Not Applicable
(iv) US Selling Restrictions: Reg. S Compliance Category 2; TEFRA D