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Standard Chartered PLC — Capital/Financing Update 2018
Jun 12, 2018
4648_rns_2018-06-12_e229198c-955b-44e5-8c82-1b2782c22e7f.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
JPY 18,900,000,000 Fixed Rate Notes due June 2025
Issued by
Standard Chartered PLC
Dealer Standard Chartered Bank
The date of the Final Terms is 8 June 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 5") 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 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"); or (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. 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.
| 1 | Issuer: | Standard Chartered PLC | |
|---|---|---|---|
| 2 | (i) | Series Number: | 162 |
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3 | Currency or Currencies: | Japanese Yen ("JPY") | |
4 Aggregate Nominal Amount:
| (i) | Series: | JPY 18,900,000,000 | ||
|---|---|---|---|---|
| (ii) | Tranche: | JPY 18,900,000,000 | ||
| 5 | Issue Price: | 100.00 per cent. of the Aggregate Nominal Amount |
||
| 6 | Denominations: | JPY 100,000,000 | ||
| 7 | Calculation Amount: | JPY 100,000,000 | ||
| 8 | (i) | Issue Date: | 13 June 2018 | |
| (ii) | Interest Commencement Date: | 13 June 2018 | ||
| 9 | Maturity Date: | 13 June 2025 | ||
| 10 | 0.70 per cent. per annum Fixed Rate Interest Basis: |
|||
| 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 | Applicable |
|---|---|---|
| (i) | Rate of Interest | 0.70 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
| (ii) | Interest Payment Dates: | 13 June and13 December in each year commencing on 13 December 2018 up to, and including, the Maturity Date, adjusted in accordance with the Modified Following Business Day Convention |
| (iii) | Fixed Coupon Amount: | Not Applicable |
| (iv) | Broken Amount (s): | Not Applicable |
| (v) | Day Count Fraction (Condition 4 (j)): | 30/360 Unadjusted |
| (vi) | Determination Dates: | Not Applicable |
| (vii) | Relevant Currency: | JPY | |
|---|---|---|---|
| 16 | Floating Rate Note Provisions | 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 | JPY 100,000,000 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: |
JPY 100,000,000 per Calculation Amount | |
| (ii) | Redemption 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 | Dates: | Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment |
London, New York and Tokyo |
| 28 | mature): | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons |
No |
Signed on behalf of the Issuer:
By:
Duly authorised
PART B — OTHER INFORMATION
1 Listing
- (i) Listing:
- (ii) Admission to trading:
to trading
Official List of the UK Listing Authority and trading on the London Stock Exchange
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 13 June 2018.
(iii) Estimated total expenses of admission £4,500
2 RATINGS
Ratings The Notes to be issued are expected to be assigned the following ratings:
S&P: BBB+
Moody's: A2
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 YIELD
Indication of Yield: See "General information" on page 164 of the Base prospectus
Calculated as 0.70% on the Issue Date
As set out above, the yield is calculated at the Issue Price on the basis of the Issue Price. It is not an indication of future yield
5 OPERATIONAL INFORMATION
- (ii) Common Code: 183797387
(i) ISIN: XS1837973871
| (ii') | Any clearing system(s) other than | Not Applicable |
|---|---|---|
| Euroclear Bank S.A./N.V., Clearstream | ||
| Banking, societe anonyme and DTC and | ||
| the relevant identification number(s): |
Delivery:
Delivery against payment
- Names and addresses of initial Paying Agent(s):
- Names and addresses of additional Paying Agent(s) (if any):
The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom
Not Applicable
6 DISTRIBUTION
- Method of distribution:
- If syndicated:
(A) Names of Managers:
(B)Stabilising Manager(s) (if any):
(Hi) If non-syndicated, name of Dealer:
(iv) US Selling Restrictions:
Non-Syndicated
Not Applicable
Not Applicable
Standard Chartered Bank
Reg. S Compliance Category 2; TEFRA D