NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, SOUTH AFRICA 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.
THIS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR SECURITIES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS.
Standard Chartered PLC
Change of Record Date
Further to the announcement of Standard Chartered PLC's (the "Company") strategic review and GB£3.3 billion capital raise made on 3 November 2015 (the "Rights Issue Announcement"), the Company would like to announce that the expected UK and HK Record Date for entitlements under the Rights Issue is now 18 November 2015 and not 13 November 2015 as previously stated.
As a consequence of this change, the last day of dealings in Existing Ordinary Shares on a cum-rights basis in HK is now expected to be 16 November 2015 and not 11 November 2015 as previously stated; Existing Ordinary Shares are now expected to be marked "ex-rights" by the Hong Kong Stock Exchange on 17 November 2015 and not on 12 November 2015 as previously stated; and the latest date for which transfers of Existing Ordinary Shares are to be accepted for registration on the Hong Kong register for participation in the Rights Issue is now expected to be 18 November 2015 and not 13 November 2015 as previously stated.
Revised summary expected timetables are set out below:
Revised summary expected timetable in the United Kingdom (all references below are to London time)
|
2015 |
Transfers from UK register to Hong Kong register suspended |
6.30 a.m. on 3 November |
UK Record Date for entitlements under the Rights Issue |
5.00 p.m. on 18 November |
Expected date of publication of Prospectus |
on or around 18 November |
Despatch of Provisional Allotment Letters |
20 November |
Dealings in Nil Paid Rights commence on the London Stock Exchange |
8.00 a.m. on 23 November |
Existing Ordinary Shares marked "ex-rights" by the London Stock Exchange |
8.00 a.m. on 23 November |
Nil Paid Rights credited to stock accounts in CREST |
8.00 a.m. on 23 November |
Nil Paid Rights and Fully Paid Rights enabled in CREST |
as soon as practicable after 8.00 a.m. on 23 November |
Hong Kong register re-opens for transfers from UK register |
8.00 a.m. on 23 November |
Latest time and date in the UK for acceptance and payment in full and registration of renounced Provisional Allotment Letters |
11.00 a.m. on 10 December |
Revised summary expected timetable in Hong Kong (all references below are to Hong Kong time)
|
2015 |
Transfers from Hong Kong register to UK register suspended |
12.00 noon on 3 November |
Last day of dealings in Existing Ordinary Shares on a cum-rights basis |
16 November |
Existing Ordinary Shares marked "ex-rights" by the Hong Kong Stock Exchange |
9.00 a.m. on 17 November |
Latest time and date for which transfers of Existing Ordinary Shares are accepted for registration on the Hong Kong register for participation in the Rights Issue |
4.30 p.m. on 18 November |
HK Record Date for entitlements under the Rights Issue |
4.30 p.m. on 18 November |
Despatch of Prospectus and Provisional Allotment Letters |
on 23 November |
UK register re-opens for transfers from Hong Kong register |
9.00 a.m. on 23 November |
HK Admission and start of offer period in Hong Kong |
9.00 a.m. on 24 November |
Dealings in Nil Paid Rights commence on the Hong Kong Stock Exchange |
9.00 a.m. on 25 November |
Latest time and date in Hong Kong for acceptance and payment in full and registration of renounced Provisional Allotment Letters |
4.00 p.m. on 10 December |
Each of the times and dates in the tables above is indicative only and may be subject to change. A more detailed timetable will be available in the Prospectus and other shareholder documentation which is expected to be made available as set out above.
Capitalised terms used but not defined in this announcement, including the notice at the end, shall have the meaning given to them in the Rights Issue Announcement, unless the context requires otherwise.
Contacts:
Standard Chartered PLC
For further information, please contact:
James Hopkinson, Head of Investor Relations +44 (0)20 7885 7151
Jon Tracey, Global Head of Communications +44 (0)20 7885 7613
This announcement has been issued by and is the sole responsibility of Standard Chartered
PLC.
This announcement is not the Prospectus or an extract from, a summary or an abridged version of the Prospectus but an advertisement and is for information purposes only and does not constitute or form part of any offer, or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares referred to in this announcement except on the basis of the information contained in the Prospectus, when published. This announcement cannot be relied upon for any investment contract or decision.
A copy of the Prospectus, when published, will be available from the registered office of the Company and on the Company's website (www.sc.com). Neither the content of Standard Chartered's website nor any website accessible by hyperlinks on Standard Chartered's website is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the New Ordinary Shares, the Nil Paid Rights and the Fully Paid Rights being offered pursuant to the Rights Issue. The Provisional Allotment Letters are expected to be despatched on or around the date the Prospectus is published.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) and Merrill Lynch International, Barclays Bank PLC, BNP PARIBAS, Goldman Sachs International and UBS Limited (the "Underwriters") are acting for the Company and for 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 nor for providing advice in connection with the Rights Issue or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on the Underwriters by the FSMA or the regulatory regime established thereunder, neither of the Underwriters accepts any responsibility whatsoever or makes any representation or warranty, express or implied, for or in respect of the contents of this announcement, including its accuracy or completeness or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company, the New Ordinary Shares or the Rights Issue and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. The Underwriters accordingly disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which any of them might otherwise have in respect of this announcement or any such statement.
There will be no public offer of Nil Paid Rights, Fully Paid Rights or New Ordinary Shares in the United States, Canada or South Africa, or any other jurisdiction in which such offer solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. This announcement does not constitute or form part of an offer or solicitation to purchase or subscribe for securities of the Company in the United States, Canada or South Africa or any other such jurisdiction.
The information contained in this announcement is not for release, publication or distribution, whether in whole or in part and whether directly or indirectly, to persons in the United States, Canada or South Africa, 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.
Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by certain Shareholders in the Rights Issue or any future issue of shares carried out by the Company. Qualifying Shareholders who have a registered address or are resident in, or who are citizens of, countries other than the United Kingdom, Republic of Ireland or Hong Kong should consult their professional advisors as to whether they require any government or other consents or need to observe any other formalities to enable them to receive Nil Paid Rights, Fully Paid Rights, New Ordinary Shares or Provisional Allotment Letters.
The distribution of this announcement, the Prospectus, the Provisional Allotment Letter and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into jurisdictions other than the United Kingdom, Republic of Ireland or Hong Kong may be restricted by law and therefore persons into whose possession this announcement, the Prospectus, the Provisional Allotment Letter and/or any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions. In particular, subject to certain exceptions, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States, Canada or South Africa.
None of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares has been or will be registered under the Securities Act or under the applicable securities laws of any state, province or territory of the United States. Accordingly, unless a relevant exemption from the registration requirements of the Securities Act is available, neither the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares may, subject to certain exceptions, be offered, sold, taken up, renounced or delivered, directly or indirectly, within the United States.
This announcement does not constitute an offer or invitation for any investment or subscription for Indian Depository Receipts. The announcement has not been and will not be submitted to the Registrar of Companies in India or the Securities and Exchange Board of India for prior review or approval.
The contents of this announcement are not to be construed as legal, business, financial or tax advice. None of the Company, the Underwriters, or any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice in connection with the purchase of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares.
