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Standard Chartered PLC Capital/Financing Update 2020

May 26, 2020

4648_rns_2020-05-26_67dd0bb2-98f8-4df8-a0df-135b414f53ed.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 5.5 billion 3yr non-call 2yr Fixed Rate Notes due May 2023

Issued by

Standard Chartered PLC

Standard Chartered Bank

The date of the Final Terms is 22nd May 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.

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, 25 March 2020 and 29 April 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: 181
(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 5,500,000,000
(ii) Tranche: JPY 5,500,000,000
5 Issue Price: 100 per cent. of the Aggregate Nominal Amount
6 Denominations: JPY 100,000,000
7 Calculation Amount: JPY 100,000,000
8 (i) Issue Date: 26 May 2020
(ii) Interest Commencement Date: Not Applicable
9 Maturity Date: 26 May 2023
10 Interest Basis: Fixed
11 Redemption/Payment Basis: Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Maturity Date at 100% 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 Applicable
(i) Rate of Interest: 1.00% per annum
(ii) Interest Payment Date: Semi-annually on each 26 May and 26 November
in each year commencing on 26 November 2020
up to, and including, the Maturity Date. Modified
Following Business Day Convention
(iii) Fixed Coupon Amounts: 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
(i) Amortisation Yield
(Condition 5(b)) :
Not Applicable
(ii) Day Count Fraction
(Condition 4(j)) :
Not Applicable
(iii) Relevant Currency: Not Applicable

PROVISIONS RELATING TO REDEMPTION

19 Issuer Call Option Applicable
(i) Optional Redemption Dates: The date that is 20 Business Days preceding the
Issuer Optional Early Redemption Date (Issuer
Optional Early Redemption Date is 26 May
2022).
(ii) Call Option Redemption
Amounts
Not Applicable
20 Regulatory Capital Call Not Applicable
21 Loss Absorption Disqualification Event
Call
Applicable
22 Put Option Not Applicable
23 Final Redemption Amount of each Note 100%
24 Early Redemption Amount
(i)
[Early
Redemption
Amount(s)
per
Determined per Condition 5(b) of the Programme
Calculation Amount
redemption for taxation reasons, due to
Loss Absorption Disqualification Event
or on event of default:
payable on
terms and conditions
(ii)
Redeemable
Interest
5(c)):
on
days
Payment
Dates
other
than
(Condition
Yes
(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 ,London and Tokyo

28 Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):

Signed on behalf of the Issuer:

By: ________________________________________

Duly authorised

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
th May
with effect from on or around 26
2020
(iii) Estimated total expenses of admission to
trading:
GBP 2,185
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 1.00% 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: XS2180698867

(ii) Common Code: 218069886
------------------- -----------
(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