Standard Chartered PLC — Capital/Financing Update 2020

Jun 9, 2020

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

U.S.$77,500,000,000
Debt Issuance Programme

U.S.$ 100,000,000 Zero Coupon Notes due April 2050
Issued by
Standard Chartered PLC

Standard Chartered Bank

The date of the Final Terms is 26th March 2020

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).

Notes in registered form ("Registered Notes") may be offered and sold (i) in the United States or to U.S. persons in reliance on Rule 144A under the Securities Act ("Rule 144A") only to qualified institutional buyers ("QIBs") as defined in Rule 144A and (ii) outside the United States to non-U.S. persons in reliance on 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.

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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 (as amended, “MiFID II”); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, “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 (as amended, 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 18 June 2019 which, together with the supplementary Prospectus dated 1 August 2019, 30 October 2019, 18 December 2019, 27 February 2020 and 25 March 2020 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: 178
(ii) Tranche Number: 1
(iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable
3 Currency or Currencies: United States Dollars (“U.S.$”)
4 Aggregate Nominal Amount:
(i) Series: U.S.$ 100,000,000
(ii) Tranche: U.S.$ 100,000,000

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5 Issue Price: 100 per cent. of the Aggregate Nominal Amount
6 Denominations: U.S.$ 1,000,000
7 Calculation Amount: U.S.$ 1,000,000
8 (i) Issue Date: 9 April 2020
(ii) Interest Commencement Date: Not Applicable
9 Maturity Date: 9 April 2050
10 Interest Basis: Zero Coupon
11 Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 333.827327% of their Notional Amount
12 Change of Interest: Not Applicable
13 Put/Call Options: Issuer Call
14 (i) Status of the Notes: Senior
(ii) Date Board approval for issuance of Notes obtained: Not Applicable
(iii) Events of Default: Restrictive Events of Default apply. See Condition 9(b) in the Prospectus

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15 Fixed Rate Note Provisions Not Applicable
(i) Rate of Interest: Not Applicable
(ii) Interest Payment Date: Not Applicable
(iii) Fixed Coupon Amounts: Not Applicable
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction (Condition 4(j)): Not Applicable
(vi) Determination Dates: Not Applicable

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(vii) Relevant Currency: Not Applicable

16 Floating Rate Note Provisions Not Applicable
17 Reset Note Provisions Not Applicable
18 Zero Coupon Note Provisions Applicable

(i) Amortisation Yield (Condition 5(b)) : 4.1% per annum
(ii) Day Count Fraction (Condition 4(j)) : 30/360 Unadjusted
(iii) Relevant Currency: U.S.$

PROVISIONS RELATING TO REDEMPTION

19 Issuer Call Option Applicable

(i) Optional Redemption Dates:
9 April 2025
9 April 2030
9 April 2035
9 April 2040
9 April 2045

(ii) Call Option Redemption Amounts

Optional Redemption Date	Redemption Price	Redemption Amount per Calculation Amount
9 April 2025	122.251345%	U.S.$ 1,222,513.45
9 April 2030	149.453915%	U.S.$ 1,494,539.15
9 April 2035	182.709422%	U.S.$ 1,827,094.22
9 April 2040	223.364726%	U.S.$ 2,233,647.26
9 April 2045	273.066383%	U.S.$ 2,730,663.83

20 Regulatory Capital Call Not Applicable
21 Loss Absorption Disqualification Event Call Applicable

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22 Put Option

Not Applicable

23 Final Redemption Amount of each Note

U.S.$ 3,338,273.27 per Calculation Amount

24 Early Redemption Amount

(i) [Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, due to Loss Absorption Disqualification Event or on event of default: Determined per Condition 5(b) of the Programme terms and conditions]

(ii) Redeemable on days other than Yes Interest 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

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: New York and 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: Richard Staff, MD, Head, Capital Issuance and Term Funding

Duly authorised

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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 9th April 2020

(iii) Estimated total expenses of admission to trading:
GBP 3,545

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 Dealers 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 YIELD

Indication of yield:
See “General Information” on page 147 of the Base Prospectus.
Calculated as 4.1% 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) ISIN:
XS2150016017

(ii) Common Code:
215001601

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(iii) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking SA, the CMU Service, 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,

(vi) Names and addresses of additional Paying Agent(s) (if any): Not Applicable

(vii) Legal Entity Identifier: U4LOSYZ7YG4W3S5F2G91

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