Acquisition

Standard Chartered PLC
28 June 2004


The following is the text of a regulatory announcement to be made in Hong Kong
on 29 June 2004:



                          CONNECTED TRANSACTION
          Acquisition of Advantage Limited by Standard Chartered PLC

Standard Chartered announces that on 28 June 2004 Standard Chartered Links (HK)
Limited, a wholly owned subsidiary of Standard Chartered, entered into an
agreement to acquire the entire issued share capital of Advantage from Goland
Investment Limited, Winsgreat Limited (a wholly owned subsidiary of SHK) and
Warshall Holdings Limited (a wholly owned subsidiary of Chinavest V.L.P.).
Advantage is the holding company of PCL and PCAL, whose principal business is
the provision of sub-prime credit in Hong Kong.

Mr Raymond Kwok, one of the directors of Standard Chartered Bank (Hong Kong)
Limited (a wholly owned subsidiary of Standard Chartered), is deemed to be
interested (within the meaning of Part XV of the SFO) in 44.96% of the shares in
SHK, which in turn owns all the shares in Winsgreat Limited.  Accordingly,
Winsgreat is an associate of Mr Kwok and the acquisition of Winsgreat's shares
in Advantage is a connected transaction for Standard Chartered.

Each of the percentage ratios set out in Rule 14.07 of the Listing Rules is less
than 2.5%.  As such, the transaction falls within Rule 14.A32(1) and is subject
to reporting and announcement requirements but is exempt from independent
shareholder approval requirements.  Details of the transaction will also be
included in Standard Chartered's next annual report and accounts in accordance
with Rule 14A.45.

Completion of the Transaction is subject to a number of conditions, including
the approval of the Hong Kong Monetary Authority.


DETAILS OF THE AGREEMENT

Date:             28 June 2004

Parties:          Goland Investment Limited, Winsgreat Limited (a wholly owned 
                  subsidiary of SHK) and Warshall Holdings Limited (a wholly 
                  owned subsidiary of Chinavest V.L.P.) as vendors together with 
                  Yap E. Hock, Geoffrey Mansfield and Lo Kai Yiu, Anthony.

                  Standard Chartered Links (HK) Limited, a wholly owned 
                  subsidiary of Standard Chartered, as purchaser.

Assets acquired:  The entire issued share capital of Advantage. (Goland 
                  Investment Limited (31%), Winsgreat Limited (46.5%) and 
                  Warshall Holdings Limited (22.5%).)



Consideration and Payment Terms

The total consideration payable for the Shares is calculated as a multiple of
the audited net book value of Advantage as at 30 June 2004, adjusted to reflect
the current market value of certain properties and any shortfall in the net
assets of an associated company, ('Consideration') and is estimated (pending
audit) to be approximately HK$980 million.  A deposit of HK$100 million has been
paid by the Purchaser on signing of the Agreement. An amount equal to ninety per
cent. of the Consideration (less the deposit) will be paid in cash on completion
of the Agreement (which is expected to be by 30 September 2004) with the balance
payable on 31 December 2005.

The consideration will be fully funded from Standard Chartered's internal
resources.

INFORMATION ON ADVANTAGE

Advantage is a Hong Kong based holding company with two principal operating
subsidiaries, PCL and PCAL.

PCL was established in 1978, and has delivered fixed deposit and consumer
finance services for more than 20 years. PCL is an authorised institution
operating as a deposit taking company regulated by the Hong Kong Monetary
Authority.

PCAL is registered as a money lender under the Money Lenders Ordinance. Its
principal business is providing personal loans.

Based on the audited consolidated financial statements of Advantage for the year
ended 31 December 2003, Advantage had a net book asset value of HK$495.6
million.  Based on the audited consolidated financial statements of Advantage
for the years ended 31 December 2002 and 2003, the net profits of Advantage
before taxation and extraordinary items for those years was HK$24.4 million and
HK$29.2 million respectively, and the net profits of Advantage after taxation
and extraordinary items for those years was HK$20.5 million and HK$23.4 million
respectively.

REASONS FOR ACQUISITION

The acquisition broadens Standard Chartered's customer base in one of its core
markets into a segment with strong revenue growth and returns. The senior
management of Advantage will remain in place following completion of the
Agreement.  This will help Standard Chartered to expand further into the
consumer finance sector regionally.

GENERAL

Standard Chartered is a holding company co-ordinating the activities of its
subsidiary and associated companies which are principally engaged in the
business of banking and other financial services across the Asia Pacific Region,
South Asia, the Middle East, Africa, the United Kingdom and the Americas.

Each of Goland Investment Limited, Winsgreat Limited and Warshall Holdings
Limited are special purpose companies established to hold shares in Advantage.
Winsgreat Limited is a wholly owned subsidiary of SHK, whose core business is
property development and investment in Hong Kong and which is listed on the
Stock Exchange.  Warshall Holdings Limited is a wholly owned subsidiary of
Chinavest V.L.P., a US investment fund.  Goland Investment Limited is owned by,
amongst others, certain members of the management of Advantage.

Completion of the Transaction is subject to a number of conditions, including
the approval of the Hong Kong Monetary Authority.

As at the date of this announcement, the Board of Standard Chartered comprises:

Executive Directors - Mr. Bryan Kaye Sanderson, CBE; Mr. Evan Mervyn Davies,
CBE; Mr. Michael Bernard DeNoma; Mr. Christopher Avedis Keljik; Mr. Richard
Henry Meddings; Mr. Kaikhushru Shiavax Nargolwala; Mr. Peter Alexander Sands;
and

Independent Non-Executive Directors - Sir CK Chow; Mr. James Frederick Trevor
Dundas, Mr. Ho KwonPing; Mr. Rudolph Harold Peter Markham; Ms. Ruth Markland;
Mr. Hugh Edward Norton; Mr. Paul David Skinner; Mr. Oliver Henry James Stocken.

The Directors, including the independent non-executive directors of Standard
Chartered, have considered the Transaction and are of the opinion that the
Transaction and its terms are on normal commercial terms, are fair and
reasonable and in the interests of the shareholders of Standard Chartered as a
whole.

REGULATORY

Mr Raymond Kwok, one of the directors of Standard Chartered Bank (Hong Kong)
Limited (a wholly owned subsidiary of Standard Chartered), is deemed to be
interested (within the meaning of Part XV of the SFO) in 44.96% of the shares in
SHK, which in turn owns all the shares in Winsgreat Limited.  Accordingly,
Winsgreat is an associate of Mr Kwok and the acquisition of Winsgreat shares in
the Company is a connected transaction for Standard Chartered.

Each of the percentage ratios set out in Rule 14.07 of the Listing Rules is less
than 2.5%.  As such, the transaction falls within Rule 14.A32(1) and is subject
to reporting and announcement requirements but is exempt from independent
shareholder approval requirements.  Details of the transaction will also be
included in Standard Chartered's next annual report and accounts in accordance
with Rule 14A.45.

Winsgreat holds 46.5 per cent of the Shares.  The original cost to Winsgreat
Limited for its shareholding in Advantage was HK$120 million.

Other than Winsgreat, to the best of the Directors' knowledge, information and
belief having made all reasonable enquiries, the other parties to the Agreement
and their ultimate beneficial owners are third parties independent of Standard
Chartered and its connected persons (as defined in the Listing Rules).


DEFINITIONS

Advantage                 Advantage Limited

Agreement                 the agreement dated 28 June 2004 between Goland 
                          Investment Limited, Winsgreat Limited, Warshall 
                          Holdings Limited, certain members of management and 
                          Standard Chartered Links (HK) Limited in relation to 
                          the purchase of all the Shares

Directors                 the directors of Standard Chartered

Listing Rules             Rules Governing the Listing of Securities on the Stock 
                          Exchange

PCAL                      PrimeCredit Asia Limited

PCL                       PrimeCredit Limited

Purchaser                 Standard Chartered Links (HK) Limited

SFO                       Securities and Futures Ordinance (Cap 571 of the Laws 
                          of Hong Kong)

Shares                    ordinary shares of Advantage Limited

SHK                       Sun Hung Kai Properties Limited

Standard Chartered        Standard Chartered PLC

Stock Exchange            The Stock Exchange of Hong Kong Limited

Transaction               the acquisition of all the Shares pursuant to the 
                          Agreement


                                                         By Order of the Board
                                                           David J. Brimacombe
                                                             Company Secretary


Hong Kong, 28 June 2004

Please also refer to the published version of this announcement in South China
Morning Post on 29 June 2004.




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