Final Terms
STANDARD CHARTERED PLC
and
STANDARD CHARTERED BANK
U.S.$77,500,000,000
Debt Issuance Programme
U.S.$1,000,000,000 6.170 per cent. Fixed Rate Reset Notes due 2027 (the "Notes")
Issued by
Standard Chartered PLC
Joint Lead Managers
Barclays Capital Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Standard Chartered Bank
Co-Managers
Agricultural Bank of China Limited Hong Kong Branch
BMO Capital Markets Corp.
CIBC World Markets Corp.
Commerzbank Aktiengesellschaft
First Abu Dhabi Bank PJSC
Industrial and Commercial Bank of China (Asia) Limited
QNB Capital LLC
Scotia Capital (USA) Inc.
The Standard Bank of South Africa Limited
United Overseas Bank Limited
The date of the Final Terms is 4 January 2023.
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.
THE NOTES ARE ISSUED IN REGISTERED FORM ("REGISTERED NOTES") AND MAY BE OFFERED AND SOLD (I) IN THE UNITED STATES OR TO U.S. PERSONS IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") ONLY TO QUALIFIED INSTITUTIONAL BUYERS ("QIBS"), AS DEFINED IN RULE 144A AND (II) 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2014/65/EU (as amended "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified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
- 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.
UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of the 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 person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's 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 manufacturer's target market assessment) and determining appropriate distribution channels.
NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE "SFA") AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE "CMP REGULATIONS 2018") - In connection with Section 309(B) of the SFA and the CMP Regulations 2018, the Issuer has determined, and hereby notifies all persons (including all relevant persons as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12:Notice on the Sale of Investment Products and MAS Notice FAA-N16:Notice on Recommendations on Investment Products).
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 15 June 2022 which, together with the supplementary Prospectuses dated 29 July 2022 and 26 October 2022, 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 and https://www.sc.com/en/investors/ and copies may be obtained from 1 Basinghall Avenue, London EC2V 5DD.
1. | Issuer: | Standard Chartered PLC | |
2. | (i) | Series Number: | 245 |
(ii) | Tranche Number: | 1 | |
(iii) | Date on which the Notes will | Not Applicable | |
be consolidated and form a | |||
single Series: | |||
3. | Currency or Currencies: | United States Dollars ("U.S.$") |
4. Aggregate Nominal Amount:
(i) | Series: | U.S.$1,000,000,000 | |
(ii) | Tranche: | U.S.$1,000,000,000 | |
5. | Issue Price: | 100.000 per cent. of the Aggregate Nominal | |
Amount | |||
6. | Denominations: | U.S.$200,000 and integral multiples of U.S.$1,000 | |
in excess thereof | |||
7. | Calculation Amount: | U.S.$1,000 | |
8. | (i) | Issue Date: | 9 January 2023 |
(ii) | Interest Commencement | Issue Date | |
Date: |
- Maturity Date:
- Interest Basis:
- Redemption/Payment Basis:
- Change of Interest:
- Put/Call Options:
- (i) Status of the Notes:
- Date Board approval for issuance of Notes obtained:
- Events of Default:
9 January 2027
Reset Notes
(see paragraph 17 below)
Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount
Not Applicable
Issuer Call
Loss Absorption Disqualification Event Call
Senior
Not Applicable
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: | 6.170 per cent. per annum | |
(ii) | First Margin: | 2.05 per cent. per annum | |
(iii) | Subsequent Margin: | Not Applicable | |
(iv) | Interest Payment Dates: | 9 January and 9 July in each year, commencing | |
on 9 July 2023 | |||
(v) | First Interest Payment | 9 July 2023 | |
Date: | |||
(vi) | Fixed Coupon Amount up | U.S.$30.85 per Calculation Amount | |
to (but excluding) the First | |||
Reset Date: | |||
(vii) | Broken Amount(s): | Not Applicable | |
(viii) | First Reset Date: | 9 January 2026 | |
(ix) | Second Reset Date: | Not Applicable | |
(x) | Subsequent Reset Date: | Not Applicable | |
(xi) | Reset Rate: | Reference Bond | |
(xii) | Relevant Screen Page: | Not Applicable | |
(xiii) | Mid-Swap Rate: | Not Applicable |
(xiv) | Mid-Swap Floating Leg | Not Applicable | ||
Benchmark: | ||||
(xv) | Mid-Swap Maturity: | Not Applicable | ||
(xvi) | U.S. Treasury Rate | Not Applicable | ||
Maturity: | ||||
(xvii) | Day Count Fraction | 30/360 | ||
(Condition 4(k)): | ||||
(xviii) | Relevant Time: | Not Applicable | ||
(xix) | Interest Determination | Not Applicable | ||
Dates: | ||||
(xx) | Business Day Convention: | Not Applicable | ||
(xxi) | Relevant Currency: | United States Dollars | ||
(xxii) | Relevant Financial | Not Applicable | ||
Centre(s) (Condition 4(k)): | ||||
(xxiii) | Benchmark | Not Applicable | ||
Discontinuation: | ||||
18. | Zero Coupon Note Provisions | Not Applicable | ||
PROVISIONS RELATING TO REDEMPTION | ||||
19. | Issuer Call | Applicable | ||
(i) | Optional Redemption | 9 January 2026 | ||
Date(s): | ||||
(ii) | Call Option Redemption | U.S.$1,000 per Calculation Amount | ||
Amount(s) and method, if | ||||
any, of calculation of such | ||||
amount(s): | ||||
(iii) | Make Whole Redemption | Not Applicable | ||
Amount: | ||||
(iv) | If redeemable in part: | |||
(a) | Minimum Call | Not Applicable | ||
Option | ||||
Redemption | ||||
Amount: | ||||
(b) | Maximum Call | Not Applicable | ||
Option | ||||
Redemption | ||||
Amount: | ||||
(v) | Notice period: | As per Condition 5(d) |
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Standard Chartered plc published this content on 09 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 January 2023 18:41:31 UTC.