Acquisition of Company

Standard Chartered PLC 18 September 2007 STANDARD CHARTERED TO ACQUIRE AMERICAN EXPRESS BANK ADDING CAPABILITY AND SCALE TO THE FINANCIAL INSTITUTIONS BUSINESS AND FAST-TRACKING THE PRIVATE BANK Standard Chartered PLC ('Standard Chartered' or the 'Group') announces that it has entered into an agreement today to acquire American Express Bank Ltd. ('AEB') from American Express Company ('AXP') for a total cash consideration equal to the net asset value of AEB at completion plus USD300 million. As at 30 June 2007, this would have amounted to approximately USD860 million (GBP 431 million). AEB is a leading international bank present in 47 countries, dedicated to serving financial institutions and high net worth customers through its global correspondent banking business and its full-service private bank. AEB's global correspondent banking business services approximately 1,700 banks in over 120 countries and its private bank services over 10,000 customers with total assets under management of around USD22.5 billion as at 31 December 2006. The acquisition, which is subject to certain conditions, including regulatory consents, is expected to be completed in the first quarter of 2008. STRATEGIC RATIONALE AEB provides Standard Chartered with an opportunity to add capability, scale and momentum in the strategically important Financial Institutions and Private Bank businesses. In particular, the acquisition will: • Significantly enhance Standard Chartered's Financial Institutions transaction banking business by bringing both new client relationships and new capabilities to this key customer segment. This acquisition will double Standard Chartered's US Dollar clearing business, reinforcing its position among the leading US Dollar clearers and ranking the Group sixth globally. In addition, AEB will provide Standard Chartered with a direct Euro and Yen clearing capability. The introduction of new client relationships will also provide excellent opportunities to cross-sell Standard Chartered's broad product range. • Fast-track the development of Standard Chartered's Private Bank. The acquisition will provide a step change to Standard Chartered's recently launched Private Bank, adding approximately USD22.5 billion of assets under management and approximately 120 relationship managers, principally located in Standard Chartered's existing footprint. • Further deepen Standard Chartered's existing network and will provide access to a select number of new growth markets. Additionally, the acquisition will include valuable branch licences in India and Taiwan subject to regulatory approvals. • Create significant synergy potential across business lines with pre-tax cost savings expected to total well in excess of USD100 million per annum from 2009 onwards. The business case for the acquisition is conservative and compelling even before anticipated income synergies. FINANCIAL RATIONALE • The total cash consideration of approximately USD860 million (GBP 431 million) represents 14.3 times AEB's annualised 2007 first half profit after tax and 1.5 times its net asset value as at 30 June 2007. • It is expected that the acquisition will be accretive to Standard Chartered's Earnings Per Share in 2009, the first full year of ownership. It is also expected to generate a double digit Return on Investment in 2009 before the allocation of integration expenses. Assuming the acquisition had completed on 30 June 2007, Standard Chartered's capital ratios after the transaction would have remained above the target ranges for both Tier 1 and total capital. FUNDING Standard Chartered intends to finance the acquisition from internal cash resources and its ongoing debt funding programme. INTEGRATION The integration is expected to take approximately 24 months to complete. The majority of planned integration costs will be borne in the first 12 months following completion of the transaction. The benefits of combining the two businesses are expected to flow through rapidly, and will significantly enhance the earnings capacity of the acquired business. Cost savings will principally be derived from combining IT systems and back-office operations and support function efficiencies. In order for Standard Chartered to effect a smooth integration of AEB, it has been agreed that AXP will continue to provide certain key transitional services to AEB for a period after completion. INFORMATION ON AEB AEB is a wholly-owned subsidiary of AXP. Founded in 1919 and headquartered in New York, AEB has historically served as AXP's platform for its various international lending and commercial payments businesses. Today, AEB has customer relationships in over 120 countries and has an international banking platform dedicated to serving financial institutions and high net worth clients through two main businesses, the Financial Institutions Group and Private Banking. The main businesses included in the acquisition are: • Financial Institutions Group ('FIG') - A leading global correspondent bank which provides clearing, payments and trade services to banks. FIG has 14 branches and 37 representative offices employing about 700 people. It serves approximately 1,700 banks in 120 countries providing strong and integrated US Dollar, Euro and Yen clearing capabilities. • Private Banking ('PB') - An established full-service private banking platform which provides advisory services to high net worth individuals covering mutual funds, discretionary asset management, deposits, trust and estate planning, secured lending, FX, and fiduciary services. PB operates across five continents through seven booking centres, 20 marketing offices, and two trust companies. PB employs approximately 400 people of whom approximately 120 are relationship managers, serving more than 10,000 customers. As at 31 December 2006, PB had approximately USD22.5 billion of assets under management. For the first six months of 2007, AEB, adjusted for excluded assets, generated profit before tax of USD49 million and profit after tax of USD30 million. For the 12 months ended 31 December 2006, AEB, on the same basis, generated profit before tax of USD50 million and profit after tax of USD31 million. For the equivalent period in 2005, AEB generated profit before tax of USD119 million and profit after tax of USD78 million. As at 30 June 2007, the total assets of AEB, adjusted for excluded assets, were approximately USD15.5 billion and the total risk weighted assets were approximately USD7 billion. AEB employs approximately 2,300 staff with over 85 per cent in Standard Chartered's existing footprint. As part of the transaction, Standard Chartered and AXP will enter into a put and call option under which AXP can sell and Standard Chartered can buy American Express International Deposit Company ('AEIDC') 18 months after the acquisition of AEB with the consideration payable to AXP being the net asset value of AEIDC at the time of exercise of the option. AEIDC is based in the Cayman Islands and issues short-term, fixed rate certificates of deposit, primarily to AEB customers. The acquisition is a discloseable transaction of Standard Chartered under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and a circular containing further details of the acquisition will be sent to Standard Chartered shareholders as soon as practicable in compliance with such rules. To the best of the knowledge, information and belief of Standard Chartered's Directors, having made all reasonable enquiry, AXP and its ultimate beneficial owner(s) are third parties, independent of Standard Chartered and connected persons or related parties of Standard Chartered. The Directors of Standard Chartered consider the terms of the acquisition to be fair and reasonable and that the transaction is in the interests of Standard Chartered PLC and its shareholders as a whole. Peter Sands, Group Chief Executive of Standard Chartered, said: 'We are delighted to welcome the employees and customers of American Express Bank into Standard Chartered. The acquisition will add capability and scale to two of the Group's strategically important businesses. AEB's balance sheet is highly liquid and its income is predominantly fee-based. This is a transaction which has compelling strategic and financial logic and is management accretive.' W. Richard Holmes, Chairman and Chief Executive Officer, American Express Bank Ltd., said: 'This transaction represents an exciting development for the customers and employees of American Express Bank. Becoming part of a major global financial institution whose primary focus is on international banking will afford attractive expanded opportunities for our business.' ANALYSTS BRIEFING There will be a conference call hosted by Peter Sands, Group Chief Executive commencing 12.30pm London time today. The conference call will be webcast live on Standard Chartered's website. To access the webcast and the presentation slides, please follow this link http://investors.standardchartered.com from 12 noon London time today. A recording of the webcast and a podcast will also be available shortly after the event. CONTACTS Investors Stephen Atkinson Ruth Naderer Head of Investor Relations Head of Investor Relations, Asia Pacific +44 (0)20 7280 7245 + 852 2820 3075 Stephen.Atkinson@uk.standardchartered.com Ruth.Naderer@hk.standardchartered.com Press Tim Baxter Rita Liu Head of External Communications Head of Corporate Affairs, Hong Kong + 44 (0)20 7457 5573 +852 2820 3636 Tim.Baxter@uk.standardchartered.com Rita.Liu@hk.standardchartered.com Roland Rudd Simon Moyse Finsbury Finsbury + 44 (0)20 7251 3801 + 44 (0)20 7251 3801 roland.rudd@finsbury.com simon.moyse@finsbury.com Goldman Sachs International is acting as the exclusive financial advisor to the Company in connection with the acquisition of AEB. This announcement has been issued by Standard Chartered and is the sole responsibility of Standard Chartered. This announcement includes 'forward-looking statements'. All statements other than statements of historical fact included in this announcement, including, without limitation, those regarding Standard Chartered's and AEB's financial position, business strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Standard Chartered or AEB, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Standard Chartered's or AEB's present and future business strategies and the environments in which Standard Chartered and AEB will operate in the future and such assumptions may or may not prove to be correct. There are a number of factors which could cause actual results, performance of Standard Chartered or AEB, or industry results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results, performance of Standard Chartered or AEB, or industry results to differ materially from those described in the forward-looking statements are Standard Chartered's ability to successfully combine the business of Standard Chartered and AEB and to realise expected synergies from that combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. These forward-looking statements speak only as of the date of this announcement. Standard Chartered expressly disclaims any obligation (except as required by the rules of the UK Listing Authority and the London Stock Exchange or the Listing Rules of the Hong Kong Stock Exchange) or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Standard Chartered's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Standard Chartered for the current or future financial years would necessarily match or exceed the historical published earnings per share of Standard Chartered. Goldman Sachs International, which is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and no-one else in connection with the acquisition referred to above and will not be responsible to any person other than the Company for providing the protections afforded to clients of Goldman Sachs International, or for advising any other person in relation to such acquisition or any agreement or transaction referred to in this announcement. BUSINESS DESCRIPTION Standard Chartered PLC, listed on both the London Stock Exchange and the Hong Kong Stock Exchange, ranks among the top 25 companies in the FTSE-100 by market capitalisation. The London-headquartered group has operated for over 150 years in some of the world's most dynamic markets, leading the way in Asia, Africa and the Middle East. Its income and the number of employees have more than doubled over the last five years primarily as a result of organic growth and supplemented by acquisitions. Standard Chartered aspires to be the best international bank in its markets by being the right partner for its stakeholders and leading by example. The group now employs over 60,000 people, representing some 100 nationalities, in more than 1,400 branches located in over 50 countries. The bank generates more than 90 per cent of its profits from Asia, Africa and the Middle East, with balanced income derived from both Wholesale and Consumer Banking. The group is committed to building a sustainable business over the long term and is trusted worldwide for upholding high standards of corporate governance, social responsibility, environmental protection and employee diversity. For more information, please visit: www.standardchartered.com American Express Bank Ltd. is the international banking subsidiary of American Express Company. Founded in 1919, it provides services to financial institutions, high net worth individuals and affluent customers through more than 75 locations in 47 countries. This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings