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)

RESULTS OF RIGHTS ISSUE

Standard Chartered PLC (“Standard Chartered” or the “Company”) today announces that under the terms of a 30 for 91 Rights Issue announced on 24 November 2008, valid acceptances have been received in respect of 455,683,660 New Ordinary Shares or 96.95 per cent. of the total number of New Ordinary Shares offered to Shareholders. The number of New Ordinary Shares which have been taken up in the Rights Issue includes the shares which Temasek is entitled to as a Qualifying Shareholder.

As disclosed on page 40 of the prospectus relating to the Rights Issue, JPMorgan Cazenove Limited, UBS Limited and Goldman Sachs International, acting as joint bookrunners, will use reasonable endeavours to procure acquirers for the balance of 14,331,170 New Ordinary Shares (or 3.05 per cent.) not validly taken up in the Rights Issue. Starting around 7:00 a.m. UK time (3:00 p.m. Hong Kong time) on 18 December 2008, the joint bookrunners will begin contacting their institutional investor clients with a view to selling the balance of the New Ordinary Shares to them by way of a bookbuilding process which will be run from the United Kingdom. A further announcement as to the number of New Ordinary Shares for which acquirers have been procured will be made in due course.

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, except 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.

It is expected that the share certificates for the New Ordinary Shares, in their fully-paid form, will be posted to the allottees who hold their Ordinary Shares on the Hong Kong register of members by ordinary mail at their own risk on 22 December 2008.

All of the conditions precedent set out in the underwriting agreement dated 24 November 2008 between the Company, Temasek, J.P. Morgan Securities Ltd., JPMorgan Cazenove Limited, Goldman Sachs International and UBS Limited have been fulfilled.

Dealings in the New Ordinary Shares, in their fully-paid form, are expected to commence on the Hong Kong Stock Exchange at 9:30 a.m. on 23 December 2008.

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 is acting as Sponsor and joint bookrunner. J.P. Morgan Securities Ltd. is acting as joint underwriter. UBS Limited and Goldman Sachs International are acting as joint underwriters and joint bookrunners.

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.