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.
18 November 2015
Standard Chartered PLC
(the "Company")
PUBLICATION OF RIGHTS ISSUE PROSPECTUS
Further to the announcement of Standard Chartered PLC's (the "Company") strategic review and GB£3.3 billion (net of expenses) capital raise made on 3 November 2015, the Company announces that the Prospectus in respect of the proposed 2 for 7 Rights Issue of 728,432,4511 ordinary shares at 465 pence each was approved today by the UK Listing Authority (the "UKLA") and will shortly be available to view on the Company's website at: http://investors.sc.com/en/disclaimer-page.cfm
In addition, copies of the Prospectus will be made available for inspection at the Company's registered office, situated at:
1 Basinghall Avenue
London, EC2V 5DD
United Kingdom
A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM
A copy of the Prospectus will not be posted to Shareholders on the Company's register, except that Shareholders on the Hong Kong branch register of members who have not agreed or are not taken to have agreed to receive corporate communications by electronic means will receive a printed copy of the Prospectus on or around 23 November 2015.
UK
A Provisional Allotment Letter and accompanying shareholder guide will be posted to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) on or around 20 November 2015 and it is expected that Nil Paid Rights will be credited to the stock accounts in CREST of Qualifying CREST Shareholders (other than certain Overseas Shareholders) on 23 November 2015.
HK
A Provisional Allotment Letter and accompanying shareholder guide will be posted to Qualifying Non-CCASS Shareholders (other than certain Overseas Shareholders) on or around 23 November 2015 and it is expected that Nil Paid Rights will be credited to the stock accounts in CCASS of CCASS Participants (other than certain Overseas Shareholders) in respect of Qualifying CCASS Shareholders on 25 November 2015.
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
[1] Reflecting shares issued after 2 November 2015.
IMPORTANT NOTICE
The defined terms set out in the Prospectus apply in this announcement.
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.
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 shortly after the Prospectus is published.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), 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 United States Securities Act of 1933, as amended (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.
