Standard Chartered PLC
8 January 2025
NOT FOR DISTRIBUTION OR
TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES
ISSUANCE OF U.S.$1,000,000,000 FIXED RATE RESETTING PERPETUAL
SUBORDINATED CONTINGENT CONVERTIBLE SECURITIES (THE
"SECURITIES")
Application will be made for the
Securities to be admitted to trading on the International
Securities Market of the London Stock Exchange plc. Application
will also be made to The Stock Exchange of Hong Kong for the
listing of, and permission to deal in, the ordinary shares to be
issued upon any conversion of the Securities.
The Securities will be subject to
the terms and conditions set out in the offering circular dated 8
January 2025 relating to the Securities.
For further information with respect
to the Securities, please paste the following URL into the address
bar of the browser:
http://www.rns-pdf.londonstockexchange.com/rns/5538S_1-2025-1-8.pdf
For further information, please
contact
Daniel Banks
Debt Investor Relations
Tel: +44 (0) 7500 106 936
Shaun Gamble
Group Media Relations
Tel: +44 (0) 7766 443 662
DISCLAIMER - INTENDED ADDRESSEES
This announcement does not constitute
an offer of any securities for sale. No action has been taken in
any jurisdiction to permit a public offering of the Securities
where such action is required. The offer and sale of the Securities
may be restricted by law in certain jurisdictions.
The Securities and any ordinary
shares which may be delivered upon conversion of the Securities
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other
jurisdiction of the United States, and the Securities and any
ordinary shares which may be delivered upon conversion of the
Securities are subject to U.S. tax law requirements. Subject to
certain exceptions, the Securities and any ordinary shares which
may be delivered upon conversion of the Securities may not be
offered or sold to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act).
The Securities 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 domestic law of the
UK by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); or (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 Directive (EU)
2016/97, 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. Consequently, no key information document
required by Regulation (EU) No 1286/2014 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 Securities or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the Securities or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation. In addition to the foregoing, pursuant to the UK
Financial Conduct Authority Conduct of Business Sourcebook
("COBS") the Securities are
not intended to be offered, sold or otherwise made available and
should not be offered, sold or otherwise made available to retail
clients (as defined in COBS 3.4) in the UK.
The Securities 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, "EU MiFID II"); or
(ii) a customer within the meaning of Directive (EU) 2016/97 as
amended or superseded, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of EU
MiFID II. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs
Regulation") for offering or
selling the Securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Securities or otherwise making them available to any
retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
The Securities are not intended to be
initially placed and may not be initially placed to "connected
persons" of the Company under the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited.
The distribution of this announcement
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement comes are required to inform
themselves about and to observe any such restrictions.
Your right to access this service is
conditional upon complying with the above requirement.
Standard Chartered PLC LEI:
U4LOSYZ7YG4W3S5F2G91
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