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Standard Chartered PLC Share Issue/Capital Change 2002

Oct 29, 2002

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This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Unless defined herein, terms in this announcement shall have the same meaning as those defined in the prospectus dated 21st October, 2002 (the “Prospectus”) issued by Standard Charatered PLC (the “Company”).

Standard Chartered PLC

(Incorporated in England and Wales and registered as a public limited company)

SHARE OFFER AND LISTING

ON THE STOCK EXCHANGE OF HONG KONG LIMITED

Number of Offer Shares: 30,434,800 (subject to Over-allotment Option adjustment)
Number of Placing Shares: 27,391,300 (subject to Over-allotment Option adjustment and to adjustments between the
Placing and the Hong Kong Public Offer)
Number of Hong Kong Public Offer Shares: 3,043,500 (subject to adjustments between the Placing and the Hong Kong Public Offer)
Offer Price: HK$84.00 per Offer Share
Nominal value: U.S.$0.50 per Share
Stock code: 2888

Global Coordinator and Bookrunner

Goldman Sachs (Asia) L.L.C.

Sponsor and Joint Lead Manager Co-Sponsor and Joint Lead Manager
Goldman Sachs (Asia) L.L.C. Cazenove Asia Limited

Co-Lead Manager

BOCI Asia Limited

Co-Managers

Core Pacific-Yamaichi International (H.K.) Ltd. Dao Heng Securities Limited
G. K. Goh Securities (HK) Ltd Guotai Junan Securities (Hong Kong) Limited
KGI Asia Ltd Kim Eng Securities (Hong Kong) Limited
Kingsway SW Securities Limited SBI E2-Capital Securities Limited
Shenyin Wanguo Capital (H.K.) Limited Sun Hung Kai International Limited
Tai Fook Securities Company Limited TingKong-RexCapital Securities International Limited

SUMMARY

* The Offer Price has been fixed at HK$84.00 per Offer Share (excluding brokerage, the SFC transaction levy and the Hong Kong Stock Exchange trading fee). This represents an approximate 2% discount to the closing price of the Shares on the London Stock Exchange on Friday, 25 October, 2002 (being the last trading day before the Price Determination Date) of £7.08 or HK$85.77 based on an exchange rate of HK$12.1145 per £1.00 on that date.

* Valid applications pursuant to the Hong Kong Public Offer for a total of 3,829,700 Offer Shares have been received, equivalent to approximately 1.3 times the total number of 3,043,500 Offer Shares initially being offered in the Hong Kong Public Offer.

* The Placing Shares made available under the Placing were moderately over-subscribed.

* None of the Sponsor, the Co-Sponsor, the Underwriters and their respective affiliated companies has subscribed or taken up any Shares for its own account under the Hong Kong Public Offer or the Placing.

* The final number of Offer Shares comprised in the Hong Kong Public Offer is 3,829,700 Offer Shares, representing approximately 13% of the Offer Shares in the Share Offer.

* The final number of Offer Shares comprised in the Hong Kong Public Offer (excluding the Offer Shares validly subscribed for under the Employee Preferential Offer) is 3,614,350 Offer Shares, comprising, in turn, 3,314,350 Offer Shares in Pool A and 300,000 Offer Shares in Pool B, representing approximately 92% and 8%, respectively of the final number of Offer Shares comprised in the Hong Kong Public Offer (excluding the Offer Shares validly subscribed for under the Employee Preferential Offer).

* The final number of Offer Shares comprised in the Placing is 26,605,100 Offer Shares, which were allocated in full (subject to the Over-allotment Option adjustment), representing approximately 87% of the Offer Shares in the Share Offer.

* The results of allocations of the Hong Kong Public Offer Shares will be made available through a variety of channels from Tuesday, 29th October, 2002.

* Share certificates for successful applicants who applied using WHITE or PINK Application Forms are expected to be despatched on or before Tuesday, 29th October, 2002 by ordinary post and to the addresses as specified in the relevant Application Forms at the applicants’ own risk.

* Successful applicants who applied for 15,000 Hong Kong Public Offer Shares or more using WHITE Application Forms and have indicated in their WHITE Application Forms their intention to collect their share certificates in person from the Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, and have provided all information required in their Application Forms, may collect their share certificates in person from the Hong Kong Branch Share Registrar, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 9:00 a.m. to 12:00 noon on Tuesday, 29th October, 2002. Uncollected share certificates will be despatched promptly to successful applicants by ordinary post and to the addresses as specified in the relevant Application Forms at their own risk.

* Share certificates for Hong Kong Public Offer Shares allocated to successful applicants using YELLOW Application Forms or by giving electronic application instructions to HKSCC will be issued in the name of HKSCC Nominees and deposited into CCASS for credit to the respective CCASS participants’ stock accounts at the close of business on Tuesday, 29th October, 2002.

* Dealings in Shares on the Hong Kong Stock Exchange are expected to commence at 9:30 a.m. on Thursday, 31st October, 2002.

* Applicants who applied on WHITE, YELLOW or PINK Application Forms and whose applications have been wholly or partially unsuccessful and, in respect of successful applications, the difference between the Offer Price and the maximum offer price paid on application, will receive refunds by cheque, which will be despatched promptly to applicants by ordinary post to the addresses as specified in the relevant Application Forms at their own risk. Applicants who applied for 15,000 Hong Kong Public Offer Shares or more using a WHITE or YELLOW Application Form and have indicated in their WHITE or YELLOW Application Forms their intention to collect any refund cheques in person from the Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, and have provided all information required in their Application Forms, may collect any refund cheques from the Hong Kong Branch Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 9:00 a.m. to 12:00 noon on Wednesday, 30th October, 2002. Any uncollected refund cheques will be despatched promptly to applicants by ordinary post to the addresses as specified in the relevant Application Forms at their own risk. Applicants who applied by giving electronic application instructions to HKSCC will have refunds of the application monies (if any) credited to their designated bank accounts or the bank accounts of their brokers or custodians on Wednesday, 30th October, 2002.

OFFER PRICE

The Offer Price has been fixed at HK$84.00 per Offer Share (excluding brokerage, the SFC transaction levy and the Hong Kong Stock Exchange trading fee). This represents an approximate 2% discount to the closing price of the Shares on the London Stock Exchange on Friday, 25 October, 2002 (being the last trading day before the Price Determination Date) of £7.08 or HK$85.77 based on an exchange rate of HK$12.1145 per £1.00 on that date.

APPLICATIONS AND INDICATIONS OF INTEREST RECEIVED

At the close of the application lists at 12:00 noon on Thursday, 24th October, 2002, a total of 5,062 valid applications had been received pursuant to the Hong Kong Public Offer for a total of 3,829,700 Offer Shares, equivalent to approximately 1.3 times the total number of 3,043,500 Offer Shares initially being offered in the Hong Kong Public Offer.

Of the 4,557 valid applications on WHITE and YELLOW Application Forms and by giving electronic application instructions to HKSCC for a total of 3,614,350 Offer Shares:

* 4,552 valid applications in respect of a total of 3,314,350 Offer Shares were for 45,000 or less Offer Shares (equivalent to a value (excluding brokerage, the SFC transaction levy and the Hong Kong Stock Exchange trading fee) of HK$5 million or less), equivalent to approximately 2.6 times the total number of 1,296,750 Offer Shares initially comprised in Pool A; and

* 5 valid applications in respect of a total of 300,000 Offer Shares were for 50,000 or more Offer Shares (equivalent to a value (excluding brokerage, the SFC transaction levy and the Hong Kong Stock Exchange trading fee) of more than HK$5 million), equivalent to approximately 0.2 times the total number of 1,296,750 Offer Shares initially comprised in Pool B.

All multiple or suspected multiple applications have been rejected, except as otherwise permitted in the case of applications on PINK Application Forms.

The Placing Shares made available under the Placing were moderately over-subscribed. None of the Sponsor, the Co-Sponsor, the Underwriters and their respective affiliated companies has subscribed or taken up any Shares for its own account under the Hong Kong Public Offer or the Placing.

BASIS OF ALLOCATIONS

A clawback mechanism has been applied and 786,200 Offer Shares have been reallocated from the Placing to the Hong Kong Public Offer. The number of Hong Kong Public Offer Shares comprised in Pool A was accordingly increased.

The final number of Offer Shares comprised in Pool A and Pool B are 3,314,350 Offer Shares and 300,000 Offer Shares, representing approximately 92% and 8%, respectively, of the final number of Offer Shares comprised in the Hong Kong Public Offer (excluding the Offer Shares validly subscribed for under the Employee Preferential Offer).

The Offer Shares available to satisfy applications on WHITE and YELLOW Application Forms and by giving electronic application instructions to HKSCC, of a total of 3,614,350 Offer Shares, will be allocated on the following basis:

Number
of Offer Approximate
Shares Number of Number of Offer Shares percentage
Applied valid allocated per of
for applications valid application allocation (%)
50 645 50 Shares 100%
100 905 100 Shares 100%
150 237 150 Shares 100%
200 602 200 Shares 100%
250 145 250 Shares 100%
300 319 300 Shares 100%
350 55 350 Shares 100%
400 133 400 Shares 100%
450 17 450 Shares 100%
500 546 500 Shares 100%
600 43 600 Shares 100%
700 21 700 Shares 100%
800 60 800 Shares 100%
900 18 900 Shares 100%
1,000 315 1,000 Shares 100%
1,100 27 1,100 Shares 100%
1,200 16 1,200 Shares 100%
1,300 8 1,300 Shares 100%
1,400 9 1,400 Shares 100%
1,500 68 1,500 Shares 100%
2,000 148 2,000 Shares 100%
2,500 21 2,500 Shares 100%
3,000 40 3,000 Shares 100%
3,500 7 3,500 Shares 100%
4,000 16 4,000 Shares 100%
4,500 4 4,500 Shares 100%
5,000 59 5,000 Shares 100%
6,000 4 6,000 Shares 100%
7,000 4 7,000 Shares 100%
8,000 4 8,000 Shares 100%
9,000 2 9,000 Shares 100%
10,000 25 10,000 Shares 100%
15,000 7 15,000 Shares 100%
20,000 10 20,000 Shares 100%
25,000 1 25,000 Shares 100%
30,000 3 30,000 Shares 100%
35,000 4 35,000 Shares 100%
40,000 1 40,000 Shares 100%
45,000 3 45,000 Shares 100%
50,000 4 50,000 Shares 100%
100,000 1 100,000 Shares 100%

The final number of Offer Shares comprised in the Hong Kong Public Offer is 3,829,700 Offer Shares, representing approximately 13% of the Offer Shares in the Share Offer.

The final number of Offer Shares comprised in the Placing is 26,605,100 Offer Shares, which were allocated in full (subject to the Over-allotment Option adjustment), representing approximately 87% of the Offer Shares in the Share Offer.

Results of Allocation

The results of allocations of Hong Kong Public Offer Shares, including applications made on WHITE, YELLOW and PINK Application Forms and by giving electronic application instructions to HKSCC, which will include the Hong Kong identity card numbers, passport numbers or Hong Kong business registration numbers of successful applicants and the number of Hong Kong Public Offer Shares successfully applied for, will be available at the times and dates and in the manner specified as follows:

* special allocation results booklets setting out the results of allocations will be available for inspection at the branches of the receiving banks listed below during opening hours of individual branches from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002;

* results of allocations will be available from the Standard Chartered Share Offer Hotline. Applicants may find out whether or not their applications have been successful and the number of Hong Kong Public Offer Shares allocated to them, if any, by calling 183 3828 between 7:00 a.m. and 12:00 a.m. from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002;

* results of allocations will be available from the Standard Chartered Share Offer website at www.scbhklisting.com.hk on a 24-hour basis from Tuesday, 29th October, 2002 to Friday, 8th November, 2002;

* special allocation results booklets setting out the results of allocations will be available for inspection at all 128 branches of Hongkong Post during opening hours of individual post offices from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002; and

* the Hong Kong Underwriters listed below will have special allocation results booklets setting out the results of allocation. Applicants can contact the Hong Kong Underwriters for results of allocations during normal business hours from Tuesday, 29th October, 2002 to Thursday, 31st October, 2002.

Receiving Banks

Standard Chartered Bank
Hong Kong Island
The Landmark Branch The Landmark, 15 Queen ‘s Road, Central
Des Voeux Road Branch Standard Chartered Bank Building, 4-4A Des Voeux Road, Central
CIG Building Branch Shop B,G/F, CIG Building, 141 Des Voeux Road Central
Hennessy Road Branch 399 Hennessy Road, Wanchai
Leighton Centre Branch Shop 12-16, UG/F Leighton Centre, 77 Leighton Road, Causeway Bay
North Point Centre Branch North Point Centre, 284 King ‘s Road, North Point
Taikoo Place Branch Shop A & B,G/F, King ‘s House, 969 King ‘s Road, Quarry Bay
Aberdeen Branch Site 5, Shop 4A, G/F, Nam Ning Street, Aberdeen Centre, Aberdeen
Kowloon
Tsimshatsui Branch G/F, 10 Granville Road, Tsimshatsui
Oterprise Square Branch Shop No.3, G/F and Shop No.1, 1/F, Oterprise Square, 26 Nathan Road, Tsimshatsui
New Mandarin Plaza Branch Shop 12-19, G/F New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East
Yaumatei Branch 546-550 Nathan Road, Yaumatei
Mongkok Bank Centre Branch Bank Centre, 630-636 Nathan Road, Mongkok
Cheung Sha Wan Branch 828 Cheung Sha Wan Road, Cheung Sha Wan
San Po Kong Branch 10-20 Ning Yuen Street, San Po Kong
Kwun Tong Branch 88-90 Fu Yan Street, Kwun Tong
New Territories
Shatin Centre Branch Shop 32C, Level 3, Shatin Shopping Arcade, Shatin Centre, 2-16 Wang Pok Street, Shatin
Tai Po Branch 23 & 25 Kwong Fuk Road, Tai Po Market
Tsuen Wan Branch Basement 1/F, Emperor Plaza, 263 Sha Tsui Road, Tsuen Wan
Tuen Mun Town Plaza Branch Shop no. G047-G052, G/F, Tuen Mun Town Plaza, Phase I, Tuen Mun
Bank of China (Hong Kong) Limited
Hong Kong Island
Bank of China Tower Branch 3rd Floor, 1 Garden Road, Central
Central District (Wing On House) Branch 71 Des Voeux Road Central
United Centre Branch Shop 1021, 1/F United Centre, 95 Queensway
North Point Branch G/F, Roca Centre, 464 King ‘s Road, North Point
Kowloon
Mongkok (President Commercial Centre) Branch 608 Nathan Road
Diamond Hill Branch G107, G/F, Plaza Hollywood, Diamond Hill
Festival Walk Branch Unit LG149, Festival Walk, Kowloon Tong
Hoi Yuen Road Branch 55 Hoi Yuen Road, Kwun Tong
New Territories
Castle Peak Road (Tsuen Wan) Branch 167 Castle Peak Road, Tsuen Wan
Castle Peak Road (Yuen Long) Branch 162 Castle Peak Road, Yuen Long

Hong Kong Underwriters

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center, 2 Queen ‘s Road Central, Hong Kong

Cazenove Asia Limited

5001, One Exchange Square, 8 Connaught Place, Central, Hong Kong

BOCI Asia Limited

35th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong

Core Pacific-Yamaichi International (H.K.) Ltd.

36th Floor, Cosco Tower, Grand Millennium Plaza, 183 Queen ‘s Road Central, Hong Kong

Dao Heng Securities Limited

12th Floor, The Center, 99 Queen ‘s Road Central, Hong Kong

G. K. Goh Securities (HK) Ltd

Suite 1808, Alexandra House, 16-20 Chater Road, Hong Kong

Guotai Junan Securities (Hong Kong) Limited

27th Floor, Low Block, Grand Millennium Plaza, 181 Queen ‘s Road Central, Hong Kong

KGI Asia Ltd

27th Floor, Asia Pacific Finance Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong

Kim Eng Securities (Hong Kong) Limited

Room 1901, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong

Kingsway SW Securities Limited

5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong

SBI E2-Capital Securities Limited

4th Floor, Henley Building, 5 Queen ‘s Road Central, Hong Kong

Shenyin Wanguo Capital (H.K.) Limited

28th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Hong Kong

Sun Hung Kai International Limited

12th Floor, One Pacific Place, 88 Queensway, Hong Kong

Tai Fook Securities Company Limited

25th Floor, New World Tower, 16-18 Queen ‘s Road Central, Hong Kong

TingKong-RexCapital Securities International Limited

Room 1701, 17th Floor, New World Tower One, 16-18 Queen’s Road Central, Hong Kong

CCASS Participants should check the results of allocation published by the Company and report any discrepancies to HKSCC before 5:00 p.m. on Tuesday, 29th October, 2002 or any other date HKSCC or HKSCC Nominees chooses. Applicants applying through designated CCASS Participants (other than CCASS Investor Participants) for Hong Kong Public Offer Shares to be credited to the stock accounts of their designated CCASS Participants (other than CCASS Investor Participants) can check the number of Hong Kong Public Offer Shares allocated to them with the relevant CCASS Participants. Applicants applying as CCASS Investor Participants on YELLOW Application Forms can also check the number of Hong Kong Public Offer Shares credited to their stock accounts via the CCASS Phone System and CCASS Internet System on Wednesday, 30th October, 2002. Applicants instructing their brokers or custodians to give electronic application instructions on their behalf can also check the number of Hong Kong Public Offer Shares allocated to them and the amount of refund (if any) payable to them with the relevant brokers or custodians. Applicants applying as CCASS Investor Participants by giving electronic application instructions to HKSCC can also check the number of Hong Kong Public Offer Shares allocated to them and the amount of refund (if any) payable to them via the CCASS Phone System and CCASS Internet System on Tuesday, 29th October, 2002. HKSCC will also send to applicants an activity statement showing the number of Hong Kong Public Offer Shares credited to their CCASS Investor Participant stock accounts on Wednesday, 30th October, 2002 (i.e. the next business day following the credit of any Hong Kong Public Offer Shares to their CCASS Investor Participant stock accounts), and (in relation to applicants applying by giving electronic application instructions to HKSCC) the amount of refund monies (if any) credited to their designated bank accounts on Thursday, 31st October, 2002 if they are applying as CCASS Investor Participants.

DEPOSIT OR POSTING OF SHARE CERTIFICATES

Share certificates for successful applicants who applied using WHITE or PINK Application Forms are expected to be despatched on or before Tuesday, 29th October, 2002 by ordinary post and to the addresses as specified in the relevant Application Forms at the applicants’ own risk. Successful applicants who applied for 15,000 or more Hong Kong Public Offer Shares using WHITE Application Forms and have indicated in their WHITE Application Forms their intention to collect any share certificates in person from the Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, and have provided all information required in their WHITE Application Forms, may collect their share certificates in person from the Hong Kong Branch Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 9:00 a.m. to 12:00 noon on Tuesday, 29th October, 2002. Applicants being individuals who opt for personal collection must not authorise any other person to make their collection on their behalf. Applicants being corporations which opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations’ respective chops. Both individuals and authorised representatives must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Branch Share Registrar. Uncollected share certificates will be despatched promptly by ordinary post to the addresses as specified in the relevant WHITE Application Forms at their own risk.

Successful applicants who applied using YELLOW Application Forms or by giving electronic application instructions to HKSCC will have their share certificates issued in the name of HKSCC Nominees and deposited into CCASS for credit to their CCASS Investor Participant stock accounts or the stock accounts of their designated CCASS Participants as instructed by them on their YELLOW Application Forms or the stock accounts of their designated CCASS Participants to which they have instructed to give electronic application instructions on their behalf (as appropriate) at the close of business on Tuesday, 29th October, 2002 or under contingent situations, on any other date as shall be determined by HKSCC or HKSCC Nominees.

REFUND OF APPLICATION MONieS

Applicants who applied on WHITE, YELLOW or PINK Application Forms and whose applications have been wholly or partially unsuccessful and, in respect of successful applications, the difference between the Offer Price and the maximum offer price paid on application, will receive refunds by cheque, which will be despatched promptly to applicants by ordinary post to the addresses as specified in the relevant Application Forms at their own risk. Applicants who applied for 15,000 Hong Kong Public Offer Shares or more using a WHITE or YELLOW Application Form and have indicated in their WHITE or YELLOW Application Forms their intention to collect any refund cheques in person from the Hong Kong Branch Share Registrar, Computershare Hong Kong Investor Services Limited, and have provided all information required in their Application Forms, may collect any refund cheques from the Hong Kong Branch Share Registrar at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong from 9:00 a.m. to 12:00 noon on Wednesday, 30th October, 2002. Applicants being individuals who opt for personal collection must not authorise any other person to make their collection on their behalf. Applicants being corporations which opt for personal collection must attend by their authorised representatives bearing letters of authorisation from their corporations stamped with the corporations’ respective chops. Both individuals and authorised representatives must produce, at the time of collection, evidence of identity acceptable to the Hong Kong Branch Share Registrar. Any uncollected refund cheques will be despatched promptly to applicants by ordinary post to the addresses as specified in the relevant Application Forms at their own risk. Applicants who applied by giving electronic application instructions to HKSCC will have refunds of the application monies (if any) credited to their designated bank accounts or the bank accounts of their brokers or custodians on Wednesday, 30th October, 2002.

OVER-ALLOTMENT OPTION

The Global Coordinator, on behalf of the Placing Underwriters and after consultation with the Co-Sponsor and the Company, to the extent practicable, may exercise the Over-allotment Option within 30 days from the date on which dealings in Shares commence on the Hong Kong Stock Exchange, to require the Company to issue and allot up to an aggregate of 4,565,200 additional Shares solely to cover over-allocations in the Placing, if any. This Over-allotment Option has not been exercised to date. An announcement will be made on the day of exercise if the Over-allotment Option is exercised.

COMMENCEMENT OF DEALINGS

Dealings in Shares on the Hong Kong Stock Exchange are expected to commence at 9:30 a.m. on Thursday, 31st October, 2002.

Hong Kong, Tuesday, 29th October, 2002

Please also refer to the published version of this announcement in the South China Morning Post dated 29 October 2002.