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Standard Chartered PLC

Capital/Financing Update Mar 17, 2025

4648_rns_2025-03-17_9322b775-1c36-4f2a-b7a5-a7d3ca29cc8f.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

EUR1,000,000,000 3.864 per cent. Fixed Rate Reset Social Notes due 2033 (the "Notes")

Issued by

Standard Chartered PLC

Sole Sustainability Structurer

Standard Chartered Bank

Joint Lead Managers

Banco Santander, S.A. BNP PARIBAS Crédit Agricole Corporate and Investment Bank ING Bank N.V. Natixis Standard Chartered Bank

Co-Managers

Academy Securities, Inc. Agricultural Bank of China Limited Hong Kong Branch (Incorporated in the People's Republic of China with limited liability) Blaylock Van, LLC Drexel Hamilton, LLC Emirates NBD Bank PJSC First Abu Dhabi Bank PJSC ICBC Standard Bank Plc National Bank Financial Inc. QNB Capital LLC

The date of the Final Terms is 13 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. 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 ARE ISSUED IN REGISTERED FORM ("REGISTERED NOTES") AND MAY BE OFFERED AND SOLD 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.

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 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.

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 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.

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, United Kingdom and https://www.sc.com/en/investors/ and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD, United Kingdom.

1. Issuer: Standard Chartered PLC
2. (i)
Series Number:
304
(ii)
Tranche Number:
1
(iii) Date on which the Notes will
be consolidated and form a
single Series:
Not Applicable
3. Currency or Currencies: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR1,000,000,000
(ii) Tranche: EUR1,000,000,000
5. Issue Price: 100.000 per cent. of the Aggregate Nominal Amount
6. Denominations: EUR100,000 and integral multiples of EUR1,000 in
excess thereof
7. Calculation Amount: EUR1,000
8. (i) Issue Date: 17 March 2025
(ii) Interest
Date:
Commencement Issue Date
9. Maturity Date: 17 March 2033
10. Interest Basis: Reset Notes
(see paragraph 17 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 Not Applicable
16. Floating Rate Note Provisions Not Applicable
17. Reset Note Provisions Applicable
(i) Initial Rate of Interest: 3.864 per cent. per annum
(ii) First Margin: 1.300 per cent. per annum
(iii) Subsequent Margin: Not Applicable
(iv) Interest Payment Dates: 17 March in each year, commencing on 17 March
2026
(v) First Interest Payment Date: 17 March 2026
(vi) Fixed Coupon Amount
Date:
payable on each Interest
Payment Date up to (and
including) the First Reset
EUR38.64 per Calculation Amount
(vii) Broken Amount(s): Not Applicable

(viii) First Reset Date: 17 March 2032

(ix) Second Reset Date: Not Applicable
(x) Subsequent Reset Date(s): Not Applicable
Mid-Swap Rate
(xi) Reset Rate:
(xii) Relevant Screen Page: Bloomberg Page ICAE01
(xiii) Mid-Swap Rate: Single Mid-Swap Rate
(xiv) Benchmark: Mid-Swap Floating Leg EURIBOR
(xv) Mid-Swap Maturity: Twelve months
(xvi) U.S. Treasury Rate Maturity: Not Applicable
(xvii) Day Count Fraction
(Condition 4(k)):
Actual/Actual – ICMA
(xviii) Relevant Time: Not Applicable
(xix) Interest Determination Dates: Not Applicable
(xx) Business Day Convention
(Condition 4(b)):
Not Applicable
(xxi) Relevant Currency: Euro
(xxii) Relevant Financial Centre(s)
(Condition 4(k)):
Not Applicable
(xxiii) Benchmark Discontinuation: Benchmark Discontinuation (General)
(xxiv) Business Day Financial
Centre(s) (Condition 4(k)):
Not Applicable
18. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
19. Issuer Call Applicable
(i) Date(s): Optional Redemption 17 March 2032
(ii) Call Option Redemption
Amount(s) and method, if
any, of calculation of such
amount(s):
EUR1,000 per Calculation Amount
(iii) Amount: Make Whole Redemption 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
5(f)): Redeemable on days other than
Interest Payment Dates (Condition
Yes
22. Clean-up Call Applicable
(i) Clean-up Call Threshold: 75.000 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
EUR1,000 per Calculation Amount
(iv) Notice period: As per Condition 5(h)
23. Put Option Not Applicable
24. Final Redemption Amount of each
Note
EUR1,000 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:
EUR1,000 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

26. Form of Notes: Registered Notes
Global Certificate registered in the name of a
nominee for a common depositary for Euroclear and
Clearstream, Luxembourg exchangeable for
Definitive Certificates in the limited circumstances
specified in the Global Certificate
27. New Global Note: No
28. Business Day Jurisdiction(s)
(Condition 6(h)) or other special
provisions relating to Payment
Dates:
London and T2
29. 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 17
March 2025.
(iii) Estimated total expenses
of admission to trading:
£6,350
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 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. YIELD

Indication of yield: See "General Information" beginning on page 210 of the Base Prospectus.

Calculated as 3.864 per cent. on the Issue Date in respect of the period from (and including) the Issue Date to (but excluding) the First Reset 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. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(i) Reasons for the offer: The Notes are specified as being "Social Bonds" and an amount equal to the net proceeds from the issuance of the Notes will be used to finance and/or refinance, in whole or in part, eligible projects and activities ("Eligible Projects") in eligible social sectors (as further described within the Group's Sustainability Bond Framework dated December 2024, which may be amended from time to time at the sole discretion of the Group (the "Framework")).

See also "Use of Proceeds – ESG Bonds" in the Prospectus for additional details regarding the use of proceeds of the Notes.

(ii) Estimated net proceeds: EUR996,750,000

6. OPERATIONAL INFORMATION

  • (i) ISIN: XS3022397460
  • (ii) Common Code: 302239746
  • (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.
  • (v) Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Not Applicable

Banking, SA, the CMU, DTC and the relevant identification number(s):

(vi) Delivery: Delivery free of payment
(vii) Names and addresses of
initial Paying Agent(s):
The Bank of New York Mellon, London Branch 160 Queen
Victoria Street, London EC4V 4LA, United Kingdom
(viii) Names and addresses of
additional Paying Agent(s)
(if any):
Not Applicable
(ix) Legal Entity Identifier: U4LOSYZ7YG4W3S5F2G91
(x) 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.
(xi) Relevant Benchmark: Amounts payable under the Notes will be calculated by
reference to EURIBOR which is provided by the European
Money Markets Institute. As at the date of these Final Terms,
the European Money Markets Institute appears on the
register of administrators and benchmarks established and
maintained by the FCA pursuant to Article 36 of Regulation
(EU) 2016/1011 as it forms part of the domestic law of the UK
by virtue of the EUWA (the "UK Benchmarks Regulation").
The Mid-Swap Rate that appears on Bloomberg Page
ICAE01 is provided by ICAP Information Services Limited
("ICAP"). As at the date hereof, ICAP appears in the register
of administrators and benchmarks established and
maintained by the FCA pursuant to Article 36 of the UK
Benchmarks Regulation.
7. DISTRIBUTION
(i) Method of distribution: Syndicated
(ii) If syndicated:
(a)
Names of
Managers:
Sole Sustainability Structurer
Standard Chartered Bank
Joint Lead Managers
Banco Santander, S.A.
BNP PARIBAS
Crédit Agricole Corporate and Investment Bank
ING Bank N.V.
Natixis
Standard Chartered Bank
Co-Managers
Academy Securities, Inc.
Agricultural Bank of China Limited Hong Kong Branch
(Incorporated in the People's Republic of China with limited
liability)
Blaylock Van, LLC
Drexel Hamilton, LLC
Emirates NBD Bank PJSC
First Abu Dhabi Bank PJSC
ICBC Standard Bank Plc
National Bank Financial Inc.
QNB Capital LLC
(b) Stabilisation
Manager(s) (if
any):
Standard Chartered Bank
(iii) If non-syndicated, name
of Dealer:
Not Applicable
(iv) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable
(v)
Institutional
Singapore Sales
to
Investors
and
Accredited Investors only:
Applicable

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