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Standard Chartered PLC — Capital/Financing Update 2018
May 10, 2018
4648_rns_2018-05-10_234b1e74-0320-4f35-b32b-f7894dd8880b.pdf
Capital/Financing Update
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Final Terms
STANDARD CHARTERED PLC
and
STANDARD CHARTERED BANK
U.S.\$77,500,000,000
Debt Issuance Programme
€107,000,000 Floating Rate Notes due April 2020 (to be consolidated and form a single Series with the existing XS1811358321 €77,000,000 Floating Rate Notes due April 2020 issued on 24 April 2018)
Issued by
Standard Chartered Bank
Standard Chartered Bank
and
UniCredit Bank AG
The date of the Final Terms is 9 May 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 adeguacy 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 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, 1 March 2018 and 2 May 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.
| Issuer: | Standard Chartered Bank | ||
|---|---|---|---|
| (i) | Series Number: | 160 (to be consolidated and form a single Series with the existing XS1811358321 €77,000,000 Floating Rate Notes due April 2020 issued on 24 April 2018 (the "Existing Notes") |
|
| (ii) | Tranche Number: | 2 | |
| (iii) | Date on which the Notes will be | The Notes will be consolidated and form a single Series with the Existing Notes on or after the first |
| consolidated and form a single Series: | day following the expiry of 40 days after the Issue Date. |
||
|---|---|---|---|
| 3 | Currency or Currencies: | Euro (" $\varepsilon$ ") | |
| 4 | Aggregate Nominal Amount: | ||
| (i) | Series: | € 184,000,000 | |
| (ii) | Tranche: | € 107,000,000 | |
| 5 | Issue Price: | 100.755 per cent. of the Aggregate Nominal Amount plus €8,690.78 (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: | 11 May 2018 |
| (ii) | Interest Commencement Date: | 24 April 2018 | |
| 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) 24 April 2018 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 |
| Page (Condition 4(c)(i)): (ix) |
||
| 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: $\overline{\phantom{a}}$ |
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 |
| (x i ) | 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 |
| Reset Note Provisions | Not Applicable | |
| 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. |
医细胞炎性脑炎病毒 化氢氧苯 化二氯基苯胺 医
Signed on behalf of the Issuer:
By: Duly authorised
a na mga kasaying isang katawang ng mga katawigang katawigan ng katawang ng mga katawang ng mga katawang ng mg
(4) 网络海军的 计可靠性的 机轻度
PART B - OTHER INFORMATION
$\mathbf{1}$ 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 11 May 2018. |
| (iii) | Estimated total expenses of admission to trading |
£2,700 |
$\overline{2}$ RATINGS
Ratings
The Notes to be issued are expected to be assigned the following ratings:
S&P: A
Moody's: A1
$\overline{3}$ 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.
$\overline{\mathbf{4}}$ Floating Rate Notes only - HISTORIC INTEREST RATES
Banking, société anonyme and DTC and
Details of historic EURIBOR rates can be obtained from Reuters page EURIBOR01.
OPERATIONAL INFORMATION 5
| (i) | ISIN: | XS1821079990 fungible after 40 days with XS1811358321 |
|---|---|---|
| (ii) | Common Code: | 182107999 fungible after 40 days with 181135832 |
| (iii) | Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream |
Not Applicable |
the relevant identification number(s):
$\bf 6$
| (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 |
| DISTRIBUTION |