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Standard Chartered PLC — Capital/Financing Update 2018
Aug 20, 2018
4648_rns_2018-08-20_4b02112d-8e84-4622-9009-48f4d6d15066.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
Issue of U.S.\$28,000,000 4.05 per cent. Notes due 2026 (the "Notes")
to be consolidated and form a single series with the existing U.S.\$ 1,250,000,000 4.05 per cent. Notes due 2026 issued on 12 April 2016 as Tranche 1 of Series 144 (the "Existing Notes")
Issued by
Standard Chartered PLC
Standard Chartered Bank
The date of the Final Terms is 15 August 2018.
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 19 June 2018, which incorporates by reference the section headed "Terms and Conditions of the Notes" on pages 43 to 66 of the prospectus dated 9 October 2015 prepared in connection with the U.S.\$77,500,000,000 Debt Issuance Programme established by Standard Chartered PLC, Standard Chartered Bank and Standard Chartered Bank (Hong Kong) Limited, which, together with the supplementary prospectus dated 31 July 2018 constitutes (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 Basinghall Avenue, London EC2V 5DD.
| 1 | Issuer: | Standard Chartered PLC | |||
|---|---|---|---|---|---|
| 2 | Series Number: (i) |
144 | |||
| (ii) | Tranche Number: | 2 | |||
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
On or around 30 September 2018 | |||
| 3 | Currency or Currencies: | United States Dollars ("U.S.\$") | |||
| 4 | Aggregate Nominal Amount: | ||||
| (i) | Series: | U.S.\$1,278,000,000 | |||
| (ii) | Tranche: | U.S.\$28,000,000 | |||
| 5 | Issue Price: | 98.630 per cent. of the Aggregate Nominal Amount plus U.S.\$406,350.00 (representing accrued interest in respect of the period from, and including, the Interest Commencement Date to, but excluding, the Issue Date) |
|||
| 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: | 21 August 2018 | ||
| (ii) | Interest Commencement Date: | 12 April 2018 | |||
| 9 | Maturity Date: | 12 April 2026 | |||
| 10 | Interest Basis: | 4.05 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: | 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
| 15 | Fixed Rate Note Provisions | Applicable | ||
|---|---|---|---|---|
| (i) | Rate of Interest: | 4.05 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
||
| (ii) | Interest Payment Date(s): | 12 April and 12 October in each year, commencing on 12 October 2018, up to and including the Maturity Date |
||
| (iii) | Fixed Coupon Amount: | U.S.\$20.25 per Calculation Amount | ||
| (iv) | Broken Amount(s): | Not Applicable | ||
| (v) | Day Count Fraction (Condition 4(j)): | 30/360 | ||
| (vi) | Determination Dates: | Not Applicable | ||
| (vii) | Relevant Currency: | Not Applicable | ||
| 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 | Call Option | Not Applicable | ||
| 20 | Regulatory Capital Call | Not Applicable | ||
| 21 | Put Option | Not Applicable | ||
| 22 | Final Redemption Amount of each Note | U.S.\$1,000 per Calculation Amount | ||
| 23 | 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: |
U.S.\$1,000 per Calculation Amount | ||
| (ii) | Redemption for taxation reasons permitted on days other than Interest |
Yes |
Payment Dates (Condition 5(c)):
(iii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 6(f)): Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
| 24 | Form of Notes: | Registered Notes | |
|---|---|---|---|
| Global Certificates exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificates |
|||
| 25 | New Global Note: | No | |
| 26 | Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates: |
London and New York | |
| 27 | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
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 on or around the Issue Date. (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: BBB+
Moody's: A2
Fitch: A+
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 Fixed Rate Notes only –YIELD
Indication of yield: See "General Information" on page 148 of the Base Prospectus. Calculated as 4.261 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) Unrestricted Notes:
| (a) | ISIN: | XS1867695543 (to be consolidated and form a single Series with ISIN Code: XS1395052639 on or around 30 September 2018) |
||
|---|---|---|---|---|
| (b) | Common Code: | 186769554 (to be consolidated and form a single Series with Common Code: 139505263 on or around 30 September 2018) |
||
| (ii) | 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 | ||
| (iii) | Delivery: | Delivery free of payment in respect of the Restricted Notes and the Unrestricted Notes |
||
| (iv) | Names and addresses of initial Paying Agent(s): |
The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom |
||
| (v) | 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) | of Dealer: | If non-syndicated, name | Standard Chartered Bank | |
| (iv) | US Selling Restrictions: | Reg. S Compliance Category 2; TEFRA not applicable | ||
| Rule 144A: Qualified Institutional Buyers only |