Standard Chartered PLC — Capital/Financing Update 2020

Jan 14, 2020

Final Terms

STANDARD CHARTERED PLC

and

STANDARD CHARTERED BANK

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

U.S.\$2,000,000,000 2.819 per cent. Fixed-to-Floating Rate Notes due 2026

Issued by Standard Chartered PLC

Joint Lead Managers BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Standard Chartered Bank UBS Securities LLC

Co-Lead Managers

CIMB Bank Berhad, Labuan Offshore Branch

Emirates NBD Bank PJSC

First Abu Dhabi Bank PJSC

Industrial and Commercial Bank of China (Macau) Limited

NatWest Markets Securities Inc.

QNB Capital LLC

Rabo Securities USA, Inc.

TD Securities (USA) LLC

United Overseas Bank Limited

The date of the Final Terms is 7 January 2020.

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one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, "IMD"), where that customer would not qualify as a professional client as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(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").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.

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE – The Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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 prospectuses dated 1 August 2019, 30 October 2019 and 18 December 2019 constitutes (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of 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:	175
	(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.\$2,000,000,000
	(ii)	Tranche:	U.S.\$2,000,000,000
5		Issue Price:	99.999 per cent. of the Aggregate Nominal Amount
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:	14 January 2020
	(ii)	Interest Commencement Date:	Issue Date
9		Maturity Date:	The Interest Payment Date falling on or nearest to 30 January 2026
10	Interest Basis:		2.819 per cent. Fixed Rate for the period from (and including) the Issue Date to (but excluding) 30 January 2025
			3 month U.S.\$ LIBOR + 1.209 per cent. Floating Rate for the period from (and including) 30 January 2025 to (but excluding) the Maturity Date (see paragraphs 15 and 16 below)
11		Redemption/Payment Basis:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.000 per cent. of their nominal amount
12	Change of Interest:		Fixed-to-Floating Rate Notes (see paragraphs 15 and 16 below)
13	Put/Call Options:		Issuer Call
			Loss Absorption Disqualification Event 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

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15	Fixed Rate Note Provisions:		Applicable for the period from (and including) the Issue Date to (but excluding) 30 January 2025
	(i)	Rate of Interest:	2.819 per cent. per annum payable semi-annually in arrear on each Interest Payment Date
	(ii)	Interest Payment Date(s):	30 January and 30 July in each year to (and including) 30 January 2025, commencing on 30 July 2020
	(iii)	Fixed Coupon Amount:	U.S.\$14.095 per Calculation Amount

		(iv) Broken Amount:	U.S.\$15.35 per Calculation Amount, payable on the Interest Payment Date falling on 30 July 2020
	(v)	Day Count Fraction (Condition 4(j)):	30/360
		(vi) Determination Dates:	Not Applicable
		(vii) Relevant Currency:	Not Applicable
16		Floating Rate Note Provisions:	Applicable for the period from (and including) 30 January 2025 to (but excluding) the Maturity Date
	(i)	Interest Period(s):	The period beginning on (and including) 30 January 2025 and ending on (but excluding) the next 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:	30 April 2025, 30 July 2025, 30 October 2025 and 30 January 2026, subject to adjustment in accordance with the Business Day Convention specified below
	(iii)	First Interest Payment Date:	30 April 2025
		(iv) Business Day Convention:	Modified Following Business Day Convention
	(v)	Relevant Financial Centre(s) (Condition 4(j)):	London
		(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
		(ix) Page (Condition 4(c)):
		Relevant Time:	11:00 a.m. London time
		Interest Determination Date:	Second London Business Day prior to the start of the relevant Interest Period
		Primary Source for Floating Rate:	Reuters LIBOR01
		Reference Banks (if Primary Source is "Reference Banks"):	Not Applicable
		Relevant Financial Centre:	London
		Benchmark:	3 month U.S.\$ LIBOR
		Effective Date:	The first day of the relevant Interest Accrual Period
		Specified Duration:	3 months
	(x)	Linear Interpolation:	Not Applicable
		(xi) Margin(s):	+1.209 per cent. per annum
		(xii) Minimum Rate of Interest:	Not Applicable

18	Zero Coupon Note Provisions:	Not Applicable
17	Reset Note Provisions:	Not Applicable
	(xvi) Benchmark Discontinuation:	Applicable
	(xv) Rate Multiplier:	Not Applicable
	(xiv) Day Count Fraction (Condition 4(j)):	Actual/360
	(xiii) Maximum Rate of Interest:	Not Applicable

PROVISIONS RELATING TO REDEMPTION

19		Issuer Call:	Applicable
	(i)	Optional Redemption Date:	30 January 2025
	(ii)	Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s):	U.S.\$1,000 per Calculation Amount
	(iii)	If redeemable in part:
	(a)	Minimum Call Option Redemption Amount:	Not Applicable
	(b)	Maximum Call Option Redemption Amount:	Not Applicable
		(iv) Notice period:	As per Condition 5(d)
20		Regulatory Capital Call:	Not Applicable
21	Call:	Loss Absorption Disqualification Event	Applicable
	(i)	Redeemable on days other than Interest Payment Dates (Condition 5(f)):	Yes
22		Put Option:	Not Applicable
23		Final Redemption Amount of each Note:	U.S.\$1,000 per Calculation Amount
24		Early Redemption Amount:
	(i)	Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons, due to Regulatory Capital Event or due to Loss Absorption Disqualification Event or on event of default:	U.S.\$1,000 per Calculation Amount
	(ii)	Redeemable on days other than Interest Payment Dates (Condition 5(c)):	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:	Registered Notes
----	----------------	------------------

Global Certificates exchangeable for Definitive Certificates in the limited circumstances specified in the Global Certificates

26 New Global Note: No

27 Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment Dates:

London and New York

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: Duly authorised

Part B – Other Information

1 LISTING

	(i)	Listing:	Official List of the FCA 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 14 January 2020.
	(iii)	Estimated total expenses of admission to trading:	£4,790
RATINGS 2
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/OFFER

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

The Managers 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 Fixed Rate Notes only – YIELD

Indication of yield: See "General Information" on page 153 of the Base Prospectus.

For the period from (and including) the Issue Date to (but excluding) 30 January 2025, 2.819 per cent. 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.

4 Floating Rate Notes only – HISTORIC INTEREST RATES

Details of historic LIBOR rates can be obtained from Reuters LIBOR01.

5 OPERATIONAL INFORMATION

(i)	Unrestricted Notes
	(a) ISIN:	XS2100414866
	(b) Common Code:	210041486
(ii)	Restricted Notes
	(a) ISIN:	US85325WAA62
	(b) CUSIP Number:	85325WAA6

- (v) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking, SA, the CMU Service, DTC and the relevant identification number(s):

• (vii) Names and addresses of initial Paying Agent(s):
• (viii) Names and addresses of additional Paying Agent(s) (if any):
• (x) Intended to be held in a manner which would allow Eurosystem eligibility:

(iii) FISN: The FISN for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.

(iv) CFI Code: The CFI Code for the Notes will be as set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN.

Not Applicable

(vi) Delivery: Delivery free of payment in respect of the Restricted Notes and delivery free of payment in respect of the Unrestricted Notes

The Bank of New York Mellon, One Canada Square, London E14 5AL, United Kingdom

Not Applicable

(ix) Legal Entity Identifier: U4LOSYZ7YG4W3S5F2G91

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

6 DISTRIBUTION

• (i) Method of distribution: Syndicated
• (ii) If syndicated:

(A) Names of Managers: Joint Lead Managers

BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Standard Chartered Bank UBS Securities LLC

Co-Lead Managers

CIMB Bank Berhad, Labuan Offshore Branch Emirates NBD Bank PJSC First Abu Dhabi Bank PJSC Industrial and Commercial Bank of China (Macau) Limited NatWest Markets Securities Inc. QNB Capital LLC Rabo Securities USA, Inc. TD Securities (USA) LLC United Overseas Bank Limited

• (B) Stabilising Manager(s) (if any): J.P. Morgan Securities LLC
• (iii) If non-syndicated, name of Dealer: Not Applicable

(iv) US Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable

Rule 144A: Qualified Institutional Buyers only