Prospectus • Oct 16, 2025
Prospectus
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and
U.S.\$77,500,000,000
CNY 500,000,000 2.53 per cent. Fixed Rate Notes due October 2030 (the "Notes")
Issued by
Lead Manager
Standard Chartered Bank
The date of the Final Terms is 16 October 2025.
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 ("BEARER NOTES") 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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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, as amended (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 23 April 2025 which, together with the supplementary prospectuses dated 2 May 2025 and 31 July 2025, constitute (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. (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: 310 (ii) Tranche Number: 1 (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable 3. Currency or Currencies: Renminbi-offshore Chinese Yuan ("CNY") 4. Aggregate Nominal Amount: (i) Series: (ii) Tranche: CNY 500,000,000 CNY 500,000,000 5. Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Denominations: CNY 10,000,000 7. Calculation Amount: CNY 10,000,000 8. (i) Issue Date: (ii) Interest Commencement Date: 22 October 2025 Issue Date 9. Maturity Date: 22 October 2030 10. Interest Basis: 2.53 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 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 of 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: | 2.53 per cent. per annum payable semi-annually in arrear on each Interest Payment Date |
|||
| (ii) | Interest Payment Date(s): | 22 April and 22 October in each year, commencing on 22 April 2026 up to, and including, the Maturity Date, adjusted in accordance with the Following Business Day Convention |
|||
| (iii) | Fixed Coupon Amount: | Not Applicable | |||
| (iv) | Broken Amount(s): | Not Applicable | |||
| (v) | Day Count Fraction (Condition 4(k)): |
30/360 | |||
| (vi) | Determination Dates: | Not Applicable | |||
| (vii) | Relevant Currency: | U.S.\$ for the purposes of Condition 6(i) only | |||
| (viii) | Business Day Financial Centre(s) (Condition 4(k)): |
Hong Kong, Beijing, New York and London | |||
| 16. | Floating Rate Note Provisions | Not Applicable | |||
| 17. | Reset Note Provisions | Not Applicable | |||
| 18. | Zero Coupon Note Provisions | Not Applicable |
| 19. Issuer Call |
Applicable | |
|---|---|---|
| -------------------- | -- | ------------ |
(i) Optional Redemption Date(s):
22 October 2028 and 22 October 2029, in each case subject to adjustment in accordance with the Following Business Day Convention
(ii) Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s):
The relevant Call Option Redemption Amount per Calculation Amount will be the amount set out next to the corresponding Optional Redemption Date below:
| Optional Redemption Date |
Call Option Redemption Amount per Calculation Amount |
|---|---|
| 22 October 2028 | CNY 10,000,000 |
| 22 October 2029 | CNY 10,000,000 |
(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) Call Option Redemption Amount(s) and method, if any, of calculation of such amount(s): CNY 10,000,000 per Calculation Amount
(iv) Notice period: As per Condition 5(h)
23. Put Option Not Applicable
24. Final Redemption Amount of each Note CNY 10,000,000 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: CNY 10,000,000 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)):
26. 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
Hong Kong, Beijing, New York and London
27. New Global Note: No
28. Business Day Jurisdiction(s) (Condition 6(h)) or other special provisions relating to Payment
Dates:
29. Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature):
No
Yes
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
(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 22
October 2025.
(iii) Estimated total expenses of admission to trading:
£5,050
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 judged to be upper-medium grade and is 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)
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.
Indication of yield: See "General Information" in the Base Prospectus.
Calculated as 2.53 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.
Estimated net proceeds: CNY 500,000,000
(i) ISIN: HK0001206660
(ii) Common Code: 321320449
(iii) CMU Instrument Number BNYHFN25198
(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, DTC and the relevant identification number(s):
Not Applicable
(vii) Delivery: Delivery free of payment
(viii) Names and addresses of The Bank of New York Mellon, Hong Kong Branch, Level 26,
initial Paying Agent(s): Three Pacific Place, 1 Queen's Road East, Hong Kong
(ix) Names and addresses of Not Applicable
additional Paying Agent(s)
(if any):
(x) LEI: 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. 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
(i) Method of distribution: Non-syndicated
(ii) If syndicated:
(a) Names of Not Applicable
(b) Stabilisation Manager(s) (if Not Applicable
any):
Managers:
(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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