STANDARD CHARTERED PLC
12 AUGUST 2016
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
ISSUANCE OF U.S.$2,000,000,000 FIXED RATE RESETTING PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE SECURITIES (THE "SECURITIES")
Standard Chartered PLC intends to issue the Securities on 18 August 2016.
Application has been made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for the listing of, and permission to deal in, the Securities as a debt issue to professional investors (as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)) only on the Main Board of the Hong Kong Stock Exchange. Application has also been made to the Hong Kong Stock Exchange 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 12 August 2016 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://investors.sc.com/en/disclaimer3.cfm
For further information please contact:
James Hopkinson
Head of Investor Relations
1 Basinghall Avenue
London
EC2V 5DD
020 7885 7151
Jon Tracey
Head of Media Relations
1 Basinghall Avenue
London
EC2V 5DD
020 7885 7613
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"). Subject to certain exceptions, the Securities may not be offered, sold or delivered in the United States, as defined in Regulation S under the Securities Act, and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to registration or an exemption from the registration requirements under the Securities Act. No public offering of the Securities will be made in the United States.
The Securities are not intended to be sold and should not be sold to "retail clients" in the European Economic Area (EEA), as defined in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or replaced from time to time) other than in circumstances that do not and will not give rise to a contravention of those rules by any person.
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.
This announcement is not, and under no circumstances is it to be construed as, an advertisement or a public offering in Canada of the Securities referred to in this announcement. No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offering of the Securities described herein. In addition, no securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon the merits of the Securities described herein and any representation to the contrary is an offence. In particular, this announcement and the information contained herein do not constitute an offer or sale of Securities in Canada and this announcement may not be disseminated in Canada, except in compliance with applicable securities laws in Canada.
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.
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