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Standard Chartered PLC

Capital/Financing Update Mar 5, 2025

4648_rns_2025-03-05_5fc338d8-805b-4473-a63a-e8ff82445644.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 1,250,000,000 4.25 per cent. Fixed Rate Notes due March 2029 (the "Notes")

Issued by

Standard Chartered PLC

Lead Manager

Standard Chartered Bank

The date of the Final Terms is 3 March 2025.

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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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.

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 24 April 2024 which, together with the supplementary Prospectuses dated 2 May 2024, 30 July 2024, 4 September 2024, 23 September 2024, 30 October 2024, 19 December 2024 and 21 February 2025 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. (i) Issuer: Standard Chartered PLC
(ii) Guarantor (only for Section
3(a)(2)
Notes
issued
by
Standard
Chartered
Bank,
acting through its head office):
Not Applicable
2. (i) Series Number: 303
(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 1,250,000,000
(ii) Tranche: HKD 1,250,000,000
5. Issue Price: 99.422 per cent. of the Aggregate Nominal Amount
6. Denominations: HKD 1,000,000
7. Calculation Amount: HKD 1,000,000
8. (i)
Issue Date:
5 March 2025
(ii) Interest
Commencement
Date:
Issue Date
9. Maturity Date: 5 March 2029
10. Interest Basis: 4.25 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) Section 3(a)(2) Notes: Not Applicable
(iii) Date Board approval for
issuance of Notes obtained:
Not Applicable
(iv) Events of Default: Restrictive Events of Default
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions Applicable
(i) Rate of Interest: 4.25 per cent. per annum payable annually in arrear on
each Interest Payment Date
(ii) Interest Payment Date(s): 5 March in each year, commencing on 5 March 2026 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
(viii) Business Day Financial
Centre(s) (Condition 4(k)):
London and Hong Kong
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 5 March 2028
(ii) amount(s): Call Option Redemption
Amount(s) and method, if
any, of calculation of such
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)
Put Option
23. Not Applicable
24. Note Final Redemption Amount of each HKD 1,000,000 per Calculation Amount
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

26. Rebates: Not Applicable

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

GENERAL PROVISIONS APPLICABLE TO THE NOTES

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

THIRD PARTY INFORMATION

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 on or around 5
March 2025.
(iii) Estimated total expenses £6,200

of admission to trading:

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/ratingsprocess/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 210 of the Base Prospectus.

Calculated as 4.46 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 1,240,275,000

6. OPERATIONAL INFORMATION

(i) ISIN: HK0001111522
  • (ii) Common Code: 301773331
  • (iii) CMU Instrument Number: BNYHFN25049
  • (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
  • (xi) Intended to be held in a manner which would allow Eurosystem eligibility:

(x) 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.

(xii) Relevant Benchmark: Not Applicable

7. DISTRIBUTION

(i) Method of distribution: Non-syndicated
(ii) If syndicated:
(a) Names of
Managers:
Not Applicable
(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
(v) Singapore Sales to
Institutional Investors and
Accredited Investors only
Applicable

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