Standard Chartered PLC — Share Issue/Capital Change 2008

Dec 18, 2008

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, INDIA, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.

THE STOCK EXCHANGE OF HONG KONG LIMITED TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS ANNOUNCEMENT.

STANDARD CHARTERED PLC

(渣打集團有限公司)

(Registered in England and Wales number 966425)
(Stock code: 02888)

RIGHTS ISSUE – SUCCESSFUL PLACEMENT OF RUMP

Standard Chartered PLC (“Standard Chartered” or the “Company”) announces that JPMorgan Cazenove Limited, UBS Limited and Goldman Sachs International, acting as joint bookrunners, have procured 49 acquirers for the 14,331,170 New Ordinary Shares for which valid acceptances were not received, at a price of 760 pence per New Ordinary Share.

The following is a summary of the shareholding structure of the Company, including the directors and substantial shareholders of the Company, immediately before and following completion of the Rights Issue:

	Shareholding immediately before completion of the Rights Issue		Shareholding immediately following completion of the Rights Issue
Shareholders:	Number of Ordinary Shares	Percentage of voting rights	Number of Ordinary Shares	Percentage of voting rights
Temasek(1)	268,197,219	18.81	356,613,884	18.81
Directors of the Company	469,182	0.03	610,467	0.03
Other Public Shareholders	1,157,247,962	81.16	1,538,704,842	81.16
Total	1,425,914,363	100	1,895,929,193	100

1. Temasek’s interest is held indirectly through Dover Investments Pte. Ltd. and Cavanagh Investments Pte. Ltd.

The net proceeds from the sale of such shares after deduction of the Issue Price of 390 pence per New Ordinary Share and the expenses of procuring acquirers will be paid to Qualifying Shareholders that have not taken up their entitlements pro rata to their lapsed provisional allotments, provided that individual amounts of less than £5.00 will not be paid to such persons but will be retained for the benefit of the Company.

By order of the Board
Annemarie Durbin
Group Company Secretary

Hong Kong, 18 December 2008

As of the date hereof, the Board of Directors of Standard Chartered comprises:

Chairman:

Mr E Mervyn Davies, CBE

Executive Directors:

Mr Peter Alexander Sands; Mr Stefano Paolo Bertamini; Mr Gareth Richard Bullock and Mr Richard Henry Meddings.

Independent Non-Executive Directors:

Mr John Wilfred Peace (Deputy Chairman); Mr James Frederick Trevor Dundas; Ms Valerie Frances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr Sunil Bharti Mittal; Mr John Gregor Hugh Paynter; Mr Paul David Skinner and Mr Oliver Henry James Stocken.

Contacts:

Standard Chartered PLC

For further information, please contact:

Stephen Atkinson, Head of Investor Relations +44 (0)20 7885 7245

Tim Baxter, Head of External Communications +44 (0)20 7885 5573

Gabriel Kwan, Head of Media & Government Relations +852 2820 3036

Definitions used in the prospectus relating to the Rights Issue dated 26 November 2008 shall have the same meanings when used in the announcement, unless the context requires otherwise.

JPMorgan Cazenove Limited, J.P. Morgan Securities Ltd., UBS Limited and Goldman Sachs International are acting for the Company and no one else in connection with the Rights Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in connection with the Rights Issue or any other matter referred to herein.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus.

This announcement is for information purposes only and does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful.

This announcement is not for release, publication or distribution to persons in the United States, Canada, India, South Africa or Switzerland and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute an offer for sale of securities of the Company in the United States, Canada, India, South Africa or Switzerland. Such securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

The distribution of this announcement and/or the prospectus relating to the Rights Issue and/or the Provisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than Hong Kong or the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.