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Standard Chartered PLC — Capital/Financing Update 2018
Apr 23, 2018
4648_rns_2018-04-23_da013ffd-ecfb-4295-822f-afc824a93f4b.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.$77,500,000,000
Debt Issuance Programme
€77,000,000 Floating Rate Notes due April 2020
Issued by
Standard Chartered Bank
Standard Chartered Bank
The date of the Final Terms is 20 April 2018.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States. The Notes may include notes issued in bearer form ("Bearer Notes") or in bearer form exchangeable for notes in registered form ("Exchangeable Bearer Notes") that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of Bearer Notes or Exchangeable Bearer Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act).
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, or any securities regulatory authority of any State or other jurisdiction of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of Notes or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
PART A – CONTRACTUAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended, to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 14 June 2017 which, together with the supplementary Prospectuses dated 2 August 2017, 9 August 2017, 2 November 2017, 10 November 2017, 7 December 2017 and 1 March 2018 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 1 Basinghall Avenue, London EC2V 5DD and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD.
| 1 | Issuer: | Standard Chartered Bank |
|---|---|---|
| 2 | (i) Series Number: | 160 |
| (ii) Tranche Number: | 1 | |
| (iii) Date on which the Notes will be consolidated and form a single Series: | Not Applicable | |
| 3 | Currency or Currencies: | Euro ("€") |
4 Aggregate Nominal Amount:
(i) Series: € 77,000,000
(ii) Tranche: € 77,000,000
5 Issue Price: 100.7724 per cent. of the Aggregate Nominal Amount
6 Denominations: €100,000
7 Calculation Amount: €100,000
8 (i) Issue Date: 24 April 2018
(ii) Interest Commencement Date: Issue Date
9 Maturity Date: The Interest Payment Date falling on or nearest to 24 April 2020
10 Interest Basis: 3 month EURIBOR + 0.50 per cent. 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 100 per cent. 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
(iii) Events of Default: Non-Restrictive Events of Default
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions: Not Applicable
16 Floating Rate Note Provisions: Applicable
(i) Interest Period(s): The period beginning on (and including) the Issue 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) Interest Payment Dates: 24 July, 24 October, 24 January and 24 April of each year, commencing on 24 July 2018, up to and including 24 April 2020, subject in each case to adjustment in accordance with the Business Day Convention specified below.
(iii) First Interest Payment Date: 24 July 2018
(iv) Business Day Convention: Modified Following Business Day Convention
(v) Relevant Financial Centre(s) (Condition 4(j)): Eurozone
(vi) Manner in which the Rate(s) of Interest is/are to be determined: Page
(vii) Interest Period Date(s): Not Applicable
(viii) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent): Not Applicable
(ix) Page (Condition 4(c)(i)):
- Relevant Time: 11:00 a.m. Central European time
- Interest Determination Date: Two TARGET Business Days prior to the start of the relevant Interest Accrual Period
- Primary Source for Floating Rate: Reuters page EURIBOR01
- Reference Banks (if Primary Source is "Reference Banks"): Not Applicable
- Relevant Financial Centre: Eurozone
- Benchmark: 3 month EURIBOR
- Effective Date: The first day of the relevant Interest Accrual Period
- Specified Duration: 3 months
(x) Linear Interpolation: Not Applicable
(xi) Margin(s): + 0.50 per cent. per annum
(xii) Minimum Rate of Interest: 0.00 per cent. per annum
(xiii) Maximum Rate of Interest: Not Applicable
(xiv) Day Count Fraction (Condition 4(j)): Actual 360
(xv) Rate Multiplier: Not Applicable
17 Reset Note Provisions: Not Applicable
18 Zero Coupon Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
19 Issuer Call Option: Not Applicable
20 Regulatory Capital Call: Not Applicable
21 Loss Absorption Disqualification Event Call: Not Applicable
22 Put Option Not Applicable
23 Final Redemption Amount of each Note €100,000 per Calculation Amount
24 Early Redemption Amount
(i) Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption: €100,000 per Calculation Amount
(ii) Redemption for taxation reasons permitted on days other than Interest Payment Dates (Condition 5(c)): No
(iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): Yes
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25 Form of Notes: 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
26 New Global Note: Yes
27 Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates: London
28 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: [Handwritten signature: "Aub"]
Duly authorized
6
7
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 on or around 24 April 2018.
(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 ratings:
S&P: A
Moody’s: A1
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
The Dealer 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 Floating Rate Notes only – HISTORIC INTEREST RATES
Details of historic EURIBOR rates can be obtained from Reuters page EURIBOR01.
5 OPERATIONAL INFORMATION
(i) ISIN: XS1811358321
(ii) Common Code: 181135832
(iii) Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and DTC 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 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 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 D