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Standard Chartered PLC

Capital/Financing Update Mar 21, 2024

4648_rns_2024-03-21_38798e9c-9da4-401d-8d42-a8de12e53028.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

HKD 1,100,000,000 4.70 per cent. Fixed Rate Notes due March 2027 (the "Notes")

Issued by

Standard Chartered PLC

Lead Manager

Standard Chartered Bank

The date of the Final Terms is 19 March 2024.

PART A – CONTRACTUAL TERMS

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NOTES ARE ISSUED IN BEARER FORM THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED OR SOLD OR 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.

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.

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 (the "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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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 Article 2 of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU 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 EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK 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 United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA ("UK MiFIR"); or (iii) not a qualified investor as defined in Article 2 of the EU Prospectus Regulation as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document required by the EU PRIIPs Regulation as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK 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 manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.

UK MiFIR 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 only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in UK MiFIR; 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 the FCA Handbook Product Intervention and Product Governance Sourcebook 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 OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE "CMP REGULATIONS 2018") – In connection with Section 309(B) of the SFA and the CMP Regulations 2018, unless otherwise specified before an offer of Notes, each Issuer has determined, and hereby notifies all persons (including all relevant persons as defined in Section 309A(1) of the SFA), that all Notes issued or to be issued under the Programme are prescribed capital markets products (as defined in the CMP 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 15 June 2023 which, together with the supplementary Prospectuses dated 28 July 2023, 4 September 2023, 26 October 2023, 28 December 2023, 23 February 2024 and 13 March 2024 constitutes (with the exception of certain sections) a base prospectus (the "Base Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing at 1 Basinghall Avenue, London EC2V 5DD and https://www.sc.com/en/investors/ and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD.

1. Issuer: Standard Chartered PLC
2. (i) Series Number: 284
(ii) Tranche Number: 1
(iii) Date on which the Notes will
be consolidated and form a
single Series:
Not Applicable
3. Currency or Currencies: Hong Kong Dollar ("HKD")
4. Aggregate Nominal Amount:
(i) Series: HKD 1,100,000,000
(ii) Tranche: HKD 1,100,000,000
5. Issue Price: 99.294 per cent. of the Aggregate Nominal Amount
6. Denominations: HKD 1,000,000
7. Calculation Amount: HKD 1,000,000
8. (i) Issue Date: 21 March 2024
(ii) Interest
Date:
Commencement Issue Date
9. Maturity Date: 21 March 2027
10. Interest Basis: 4.700 per cent. Fixed Rate
(see paragraph 15 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: Not Applicable
13. Put/Call Options: Issuer Call
Loss Absorption Disqualification Event Call
Clean-up 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
(i) Rate of Interest: 4.700 per cent. per annum payable annually in arrear on
each Interest Payment Date
(ii) Interest Payment Date(s): 21 March in each year, commencing on 21 March 2025
in each year adjusted in accordance with Modified
Following Business Day Convention
(iii) Fixed Coupon Amount: Not Applicable
(iv) Broken Amount(s): Not Applicable
(v) 4(k)): Day Count Fraction (Condition Actual/365 (Fixed), Adjusted
(vi) Determination Dates: Not Applicable

(vii) Relevant Currency: HKD

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. Issuer Call Applicable
(i) Date(s): Optional Redemption 21 March 2026
(ii)
Call Option Redemption
Amount(s) and method, if
any, of calculation of such
amount(s):
HKD 1,000,000 per Calculation Amount
(iii)
Make Whole Redemption
Amount:
Not Applicable
(iv)
If redeemable in part:
(a) Minimum Call Option
Redemption Amount:
Not Applicable
(b) Maximum Call Option
Redemption Amount:
Not Applicable
(v) Notice period: As per Condition 5(d)
20. Regulatory Capital Call Not Applicable
21. Loss Absorption Disqualification
Event Call
Applicable
Redeemable on days other than
Interest Payment Dates (Condition
5(f)):
Yes
22. Clean-up Call Applicable
(i) Clean-up Call Threshold: 75 per cent.
(ii) Clean-up Call Optional
Redemption Date(s):
From (and including) the Issue Date to (but
excluding) the Maturity Date
(iii) amount(s): Call Option Redemption
Amount(s) and method, if
any, of calculation of such
HKD 1,000,000 per Calculation Amount
(iv) Notice period: As per Condition 5(h)
23. Put Option Not Applicable

24. Final Redemption Amount of each Note

25. 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: HKD 1,000,000 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

HONG KONG SFC CODE OF CONDUCT

26. Rebates: Not Applicable
Contact email addresses of the Not Applicable
Overall Coordinators where
underlying investor information in
relation to omnibus orders should
be sent:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

27. 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
28. New Global Note: No
29. Business Day Jurisdiction(s)
(Condition 6(h)) or other special
provisions relating to Payment
Dates:
London and Hong Kong
30. Talons for future Coupons to be
attached to Definitive Notes (and
dates on which such Talons
No

THIRD PARTY INFORMATION

mature):

The rating definitions provided in Part B, Item 2 of these Final Terms have been extracted from the websites of S&P Singapore, Fitch UK and Moody's Singapore and/or their affiliates, as the case may be. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by S&P Singapore, Fitch UK and Moody's Singapore and/or their affiliates, as the case may be, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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 main market with effect from 21 March 2024.
(iii) Estimated total expenses
of admission to trading:
£5,850
2. RATINGS
Ratings: The Notes to be issued are expected to be assigned the
following ratings:
S&P Singapore: BBB+
An
obligation rated 'BBB'
exhibits
adequate protection
parameters.
However,
adverse
economic
conditions
or
changing circumstances are more likely to weaken the
obligor's capacity to meet its financial commitments on the
obligation. The plus (+) sign shows relative standing within the
rating categories.
(Source: S&P,
https://www.standardandpoors.com/en_US/web/guest/article/-
/view/sourceId/504352)
Moody's Singapore: A3
An obligation rated 'A' is considered to be upper-medium grade
and are subject to low credit risk. The modifier '3' indicates a
ranking in the lower end of that rating category.
(Source: Moody's, https://www.moodys.com/ratings
process/Ratings-Definitions/002002)
Fitch UK: A
An obligation rated 'A' denotes an expectation of low default
risk. The capacity for payment of financial commitments is
considered strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is
the case for higher ratings.
(Source, Fitch Ratings,
https://www.fitchratings.com/products/rating-definitions)

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. YIELD

Indication of yield: See "General Information"
on page 192 of the Base
Prospectus.
Calculated as 5.080 per cent. 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. ESTIMATED NET PROCEEDS
Estimated net proceeds: HKD 1,090,034,000.00
6. OPERATIONAL INFORMATION
(i) ISIN: HK0001003539
(ii) Common Code: 279077199
(iii) CMU Instrument Number: BNYHFN24048
(iv) 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.
(v) 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.
(vi) 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
(vii) Delivery: Delivery free of payment
(viii) Names and addresses of
initial Paying Agent(s):
The Bank of New York Mellon, Hong Kong Branch, Level 26,
Three Pacific Place, 1 Queen's Road East, Hong Kong
(ix) Names and addresses of
additional Paying Agent(s)
(if any):
Not Applicable
(x) Legal Entity Identifier: U4LOSYZ7YG4W3S5F2G91
(xi) Intended to be held in a
manner which would allow
Eurosystem eligibility:
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.

(xii) Relevant Benchmark: Not Applicable

7. DISTRIBUTION

  • (i) Method of distribution: Non-syndicated
  • (ii) If syndicated:
(a) Names of Not Applicable
Managers:
  • (b) Stabilisation Manager(s) (if any): Not Applicable
  • (iii) If non-syndicated, name of Dealer: Standard Chartered Bank
  • (iv) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D

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