Exchange Offer Results

RNS Number : 0190R

Standard Chartered PLC

22 April 2009

 



Standard Chartered PLC
22 April 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ITALY

STANDARD CHARTERED PLC ANNOUNCES PRICING AND EXCHANGE OFFER RESULTS

£675,000,000 Fixed-to-Floating Rate Step Up Undated Subordinated Notes Callable 14 July 2020 (Series 7)

ISIN XS0222434200 

(the 'SCB Notes')

Further to the announcements of 6 April 2009 and 14 April 2009, and in accordance with the Exchange Offer Memorandum dated 6 April 2009 (the 'Exchange Offer Memorandum'), Standard Chartered PLC ('SCPLC') hereby announces the results of the Exchange Offer made to all holders of the SCB Notes. 

Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.

EXCHANGE OFFER RESULTS

The Exchange Offer expired at 5.00 p.m. London time on 21 April 2009 (the 'Expiration Deadline').  As of the Expiration Deadline, the aggregate nominal amount of SCB Notes Offered for Exchange under the Exchange Offer equalled £281,466,000, representing approximately 42% of the nominal amount of SCB Notes outstanding when the Exchange Offer was announced.

The Exchange Agent has been instructed to accept all Offers to Exchange validly submitted, being £281,258,000, in accordance with the terms and conditions of the Exchange Offer.  

Holders whose Offers to Exchange are accepted will receive an aggregate nominal amount of SCPLC Notes (rounded down to the nearest £1,000) equal to the aggregate nominal amount of the SCB Notes accepted for exchange multiplied by 0.703383 (the 'Exchange Ratio'), subject to the requirement for each Holder to Offer to Exchange at least the Minimum Offer Amount. Each such Holder will also be entitled to receive Accrued Interest on their SCB Notes so accepted for exchange.

If, as a result of the application of the Exchange Ratio, a Holder would be entitled to receive an aggregate nominal amount of SCPLC Notes that is not an integral multiple of £1,000, the Issuer will pay, or procure that there is paid, in cash to that Holder on the Settlement Date a Cash Rounding Amount.

SCPLC has also exercised the option under the terms and conditions of the Exchange Offer to nominate a subsidiary to acquire the SCB Notes in exchange for SCPLC Notes. The relevant subsidiary will be Standard Chartered Financing No 2 (UK) Limited. On this basis, (except as set out below and unless the context requires otherwise) all references to the 'Issuer' or 'SCPLC' in the Exchange Offer Memorandum are treated as references to Standard Chartered Financing No 2 (UK) Limited which will acquire the SCB Notes in exchange for SCPLC Notes under the terms and conditions of the Exchange Offer. If Standard Chartered Financing No 2 (UK) Limited fails to make any such acquisition, SCPLC will do so as principal. References to the 'Issuer' or 'SCPLC' in the context of, or otherwise in relation to, the issuance of the SCPLC Notes or the Additional SCPLC Notes (including any references to the Debt Issuance Programme and the Base Prospectus) and in the section 'General information about the Issuer' of the Exchange Offer Memorandum shall continue to be references to SCPLC.

PRICING INFORMATION

The SCPLC Notes will be issued by SCPLC pursuant to its existing US$20,000,000,000 Debt Issuance Programme and are expected to be rated A3/A/A+.

The aggregate nominal amount of the SCPLC Notes to be issued by SCPLC in exchange for the SCB Notes accepted for exchange under the Exchange Offer will be £197,772,000.  The aggregate nominal amount of Additional SCPLC Notes to be issued by SCPLC will be £2,228,000. The pricing details of both the SCPLC Notes and the Additional SCPLC Notes (which will constitute the same series of notes) are as follows:

Name of Series:	£200,000,000 6.5 per cent. Senior Notes Due 2014
Issue Price  (the 'SCPLC Notes Price'):	99.519%
Maturity Date:	28 April 2014
Rate of Interest  (the 'SCPLC Notes Coupon')	6.500% per annum
Interest Payment Date:	First Interest Payment Date on 28 April 2010 and thereafter annually on 28 April in each year
Fixed Coupon Amount:	£65.00 per £1,000
Broken Amount:	£65.18 per £1,000, payable on 28 April 2010 in respect of the period from, and including, 27 April 2009 to, but excluding, 28 April 2010
SCPLC Notes Yield (S/A):	6.510%
Stabilisation:	Stabilisation / FSA

The expected Settlement Date of the Exchange Offer is 27 April 2009.

For further information, please contact:

THE DEALER MANAGERS

J.P. Morgan Securities Ltd. 125 London Wall London EC2Y 5AJ For information by telephone: [phone] Attention: Sebastien Bamsey - Liability Management Email: [e-mail] For information by telephone: [phone] Attention: Richard Howard - FIG Syndicate Email: [e-mail] Standard Chartered Bank 6 Battery Road #09-00 Singapore 049909 For information by telephone: [phone] Attention: Debt Capital Markets For information by telephone: [phone] Attention: Europe Syndicate / Asia Syndicate UBS Limited 1 Finsbury Avenue  London EC2M 2PP For information by telephone: [phone] Attention: Liability Management Group  For information by telephone: [phone] Attention: UBS FIG Syndicate

THE EXCHANGE AGENT

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP For information by telephone: [phone] Attention: Yves Theis Email: [e-mail]

For further information, contact:

 

Investors

 

Stephen Atkinson                                               
Head of Investor Relations                                    
[phone]

[e-mail]           

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer Memorandum. 

No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Nothing in this announcement or the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an invitation under applicable securities laws. Offers to Exchange Notes pursuant to the Exchange Offer will not be accepted from Holders in any jurisdiction where such invitation or offer to exchange is unlawful.

The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement or the Exchange Offer Memorandum comes are required by each of SCB, SCPLC, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. 

OFFER RESTRICTIONS 

United States 

This announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). The Exchange Offer was and is not being made, directly or indirectly, in or into the United States, or by use of the mails, or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States and the Exchange Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

This announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.  The SCPLC Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The SCPLC Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.  There will be no public offer of securities in the United States. 

United Kingdom 

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. 

Italy

The Exchange Offer is not being made in the Republic of Italy. The Exchange Offer and the Exchange Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations. Accordingly, Holders are hereby notified that, to the extent such Holders are persons resident and/or located in the Republic of Italy, no Exchange Offer is available to them and they may not Offer to Exchange SCB Notes pursuant to the Exchange Offer nor may the SCPLC Notes be offered, sold or delivered in the Republic of Italy and, as such, any electronic instruction notice received from or on behalf of such persons shall be ineffective and void, and neither the Exchange Offer Memorandum nor any other offering material relating to the Exchange Offer, the SCB Notes or the SCPLC Notes may be distributed or made available in the Republic of Italy.

Other

The Exchange Offer is subject to further offer and distribution restrictions in, amongst other countries, Belgium and France, as more fully set out in the Exchange Offer Memorandum.  The distribution of this announcement and the Exchange Offer Memorandum in those jurisdictions is restricted by the laws of such jurisdictions. 

 

END

 

 

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