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Standard Chartered PLC — Capital/Financing Update 2020
Mar 25, 2020
4648_prs_2020-03-25_8f1aac2c-9f61-40b5-8299-2af86c1b2129.pdf
Capital/Financing Update
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SUPPLEMENTARY PROSPECTUS DATED 25 MARCH 2020
Standard Chartered PLC
(Incorporated as a public limited company in England and Wales with registered number 966425)
Standard Chartered Bank
(Incorporated with limited liability in England by Royal Charter with reference number ZC18)
U.S.\$77,500,000,000 Debt Issuance Programme
This supplement (the "Supplement", which definition shall include all information incorporated by reference herein) to the base prospectus dated 18 June 2019 (the "Base Prospectus", which definition includes the base prospectus and all information incorporated by reference therein), as supplemented by the supplementary prospectuses dated 1 August 2019, 30 October 2019, 18 December 2019 and 27 February 2020 constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 ("FSMA") and is prepared in connection with the U.S.\$77,500,000,000 Debt Issuance Programme (the "Programme") established by Standard Chartered PLC ("SCPLC") and Standard Chartered Bank ("SCB") (each of SCPLC and SCB in such capacity an "Issuer" and together the "Issuers"). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.
This Supplement is supplemental to, updates, must be read in conjunction with, and forms part of, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuers.
The purpose of this Supplement is to update the section entitled "Risk Factors" in the Base Prospectus.
This Supplement has been approved by the United Kingdom Financial Conduct Authority ("FCA"), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC as amended or superseded (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a supplement to the Base Prospectus. The Base Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme.
The Issuers accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuers (which have taken all reasonable care to ensure that such is the case), the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Risk Factors
The following new risk factor shall be included on page 16 of the Base Prospectus directly after the risk factor titled "The Group is exposed to macroeconomic risks".
The novel coronavirus outbreak, and the emergence of new diseases, could materially and adversely affect the business, results of operations and financial condition of the Issuers and of the Group
The novel strain of the coronavirus ("COVID-19") identified in China in late 2019 has spread throughout the world, impacting Asia, Europe, the Middle East and North America. On 11 March 2020, the World Health Organisation confirmed that its spread and severity had escalated to the point of pandemic. The outbreak of COVID-19 has resulted in authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, curfews, quarantines and shut downs, and has led to increased volatility and declines in financial markets and severe economic downturn in many countries.
The spread of COVID-19 has led the Group to modify its business practices, including the imposition of restrictions on employee travel, changes to working locations and the cancellation of physical participation in meetings. The Group may take further actions required by authorities or that it determines are in the best interests of its employees, customers, partners or suppliers. There is no certainty that such measures will be sufficient to mitigate the risks posed by COVID-19, and the implementation of such measures (or their insufficiency) could harm the Group's ability to perform critical functions. The unavailability of staff could adversely impact the quality and continuity of service to customers and the reputation of the Group.
The economic impact of COVID-19 will depend on the development of the virus and the response of the authorities and the global community. The degree to which COVID-19 impacts the Group's results will depend on future developments, which, as at the date of this Supplementary Prospectus, are highly uncertain and cannot be predicted. These developments may include, but are not limited to, the duration and spread of the outbreak, its severity, actions taken to contain the virus or treat its impact, the extent and effectiveness of economic stimulus packages and how quickly and to what extent normal economic and operating conditions can resume. In the medium- to long-term, if the spread of COVID-19 is prolonged, or further diseases emerge that give rise to similar macroeconomic effects, macroeconomic conditions will be adversely affected and could lead to further economic downturn in the countries in which the Group operates and the global economy more broadly (which could be widespread, severe and long lasting). The ability of the Group's customers to serve their contractual obligations, including to the Group, may also be materially adversely affected in the short- to medium-term.
The factors described above could, together or individually, have a material and adverse impact on the business, results of operations and financial condition of the Issuers and of the Group, which could be severe.
General
To the extent that there is any inconsistency between: (a) any statement in this Supplement; and (b) any other statement in or incorporated by reference into the Base Prospectus or the supplementary prospectuses dated 1 August 2019, 30 October 2019, 18 December 2019 and 27 February 2020 the statements in (a) above will prevail.
Save as disclosed in this Supplement or the supplementary prospectuses dated 1 August 2019, 30 October 2019, 18 December 2019 and 27 February 2020 there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.