O'seas Regulatoy Announcement

Standard Chartered PLC 10 January 2008 The following is the text of a regulatory announcement made in Hong Kong on 10 January 2008: 'STANDARD CHARTERED PLC CONTINUING CONNECTED TRANSACTIONS The Group has in the past entered into certain continuing connected transactions for the Leasing of Premises with CapitaCommercial Trust ('CCT'). CCT is an associate of Temasek, which is a substantial shareholder of the Company, and is therefore a connected person of the Company. The Company and HSBC Institutional Trust Services (Singapore) Limited as trustee of CCT have on 10 January 2008 entered into the Framework Agreement to set out certain principles and the maximum aggregate annual value upon which such continuing connected transactions will continue for the three years ending 11 January 2011. The Directors (including the independent non-executive Directors) are of the view that such continuing connected transactions have been and will, when conducted in accordance with the Framework Agreement, be conducted in the ordinary course of business of the Group, on normal commercial terms, and are fair and reasonable and in the interests of the shareholders of the Company as a whole. It is expected that the value of such continuing connected transactions will not exceed the maximum aggregate annual value as provided for in the Framework Agreement and as detailed in this announcement. Accordingly under the Listing Rules, the Company only needs to include details of the continuing connected transactions in its annual reports and such transactions are not subject to independent shareholders' approval. Background The Group has in the past entered into continuing connected transactions with CCT for the Leasing of Premises. Since CCT is an associate of Temasek, which is a substantial shareholder of the Company, CCT is therefore a connected person of the Company and the Leasing of Premises constitutes continuing connected transactions for the Company. The Company and HSBC Institutional Trust Services (Singapore) Limited as trustee of CCT have on 10 January 2008 entered into the Framework Agreement to set out certain principles and the maximum aggregate annual value upon which such continuing connected transactions will continue for the three years ending 11 January 2011. Leasing of Premises In relation to the Leasing of Premises, for the years ended 31 December 2006 and 2007, the rental and licence fees paid under relevant leases and licences amounted to USD6,445,142 and USD7,617,709, respectively. Pursuant to the Framework Agreement, the Group will continue to enter into leases and licence agreements with CCT from time to time in connection with the Leasing of Premises and rental and licence fees to be paid under such leases and licence agreements are and will be negotiated on an arm's length basis based on normal commercial terms and at the prevailing market rates. The Framework Agreement provides that such leases and licence agreements and/or the rent and other fees payable under such leases and licence agreements will not exceed a term of three years. Under the Framework Agreement, the Company and HSBC Institutional Trust Services (Singapore) Limited as trustee of CCT have agreed that for the three years ending 11 January 2009, 11 January 2010 and 11 January 2011, the maximum aggregate annual value to be paid under such leases and licences shall not exceed SGD70 million (equivalent to approximately USD49 million as at the date of this announcement). The maximum aggregate annual value has been calculated based on a significant increase in the rental rate in line with current market conditions following a recent rent review with CCT, an expansion by the Company of occupied space during 2007, and projections by the Company of new space that could be secured between 2008 and 2010. The rental and licence fees will be paid in cash on a monthly basis with no term of arrangement for payment on a deferred basis. Reasons for the Leasing of Premises The Group is a provider of banking services in Asia (including Singapore), Africa and the Middle East. CCT which leases the premises to the Group is a Singapore-listed commercial real estate investment trust which owns and invests in real estate and real estate-related assets which are income producing and used, or predominantly used, for commercial purposes. It is managed by CapitaCommercial Trust Management Limited, an indirect wholly-owned subsidiary of CapitaLand Limited, one of the largest listed real estate companies in Asia. As a provider of banking services in Singapore, the Group needs to lease and obtain licences for premises for use as offices and bank branches. The Directors (including the independent non-executive Directors) are of the view that the Leasing of Premises under the Framework Agreement will be conducted in the ordinary course of business of the Group, are on normal commercial terms, and are fair and reasonable and in the interests of the shareholders of the Company as a whole. Requirements of the Listing Rules The Leasing of Premises under the Framework Agreement would be treated as continuing connected transactions under Chapter 14A of the Listing Rules. It is expected that, with respect to each of the Leasing of Premises, all applicable ratio tests referred to in Rule 14.07 of the Listing Rules would, on an annual basis, be less than 2.5 per cent. Accordingly, the Framework Agreement is only subject to the reporting and announcement requirements set out in Rules 14A.45 to 14A.47 and is exempt from the independent shareholders' approval requirements of Chapter 14A of the Listing Rules. Details of the Framework Agreement will be included in the Company's annual reports for the years 2008 to 2010. The Company will re-comply with Rules 14A.35(3) and (4) of the Listing Rules if the abovementioned maximum aggregate annual value is exceeded or if the Framework Agreement is renewed with a material change to its terms. Principal Business Activities of the Company and CCT The Company, 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 Group 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. CapitaCommercial Trust is Singapore's first commercial real estate investment trust which owns and invests in real estate and real estate-related assets which are income producing and used, or predominantly used, for commercial purposes. Its portfolio comprises nine prime properties in Singapore's Central Business District and Downtown Core with an asset value of SGD4.7 billion (approximately USD3.3 billion) as at 30 September 2007. CapitaCommercial Trust is managed by an external manager, CapitaCommercial Trust Management Limited, which is an indirect wholly-owned subsidiary of CapitaLand Limited, one of the largest listed real estate companies in Asia. Terms Used in this Announcement 'associate' has the meaning given in Chapter 1 of the Listing Rules. 'CapitaCommercial Trust' or CapitaCommercial Trust, a real estate investment trust whose units are listed on 'CCT' the Singapore Exchange Securities Trading Limited. 'Company' Standard Chartered PLC. 'connected person' has the meaning ascribed to it under the Listing Rules. 'connected transactions' and have the meaning given in Chapter 14A of the Listing Rules. 'continuing connected transactions' 'Directors' directors of the Company. 'Framework Agreement' the agreement entered into by the Company and HSBC Institutional Trust Services (Singapore) Limited as trustee of CapitaCommercial Trust in relation to the Leasing of Premises. 'Group' the Company and its subsidiaries. 'Leasing of Premises' leasing of premises (both existing and potential future space) by the Group from CapitaCommercial Trust for use as offices and bank branches. 'Listing Rules' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. 'ratio tests' has the meaning given in Chapter 14 of the Listing Rules. 'SGD' Singapore dollars, the lawful currency of Singapore. 'substantial shareholder' has the meaning given in Chapter 1 of the Listing Rules. 'Temasek' Temasek Holdings (Private) Limited. 'USD' US dollars, the lawful currency of the United States of America. By order of the Board Annemarie Durbin Group Company Secretary Hong Kong, 10 January 2008' For further details please contact: Standard Chartered Stephen Atkinson, Head of Investor Relations Tel: +44 (0) 20 7280 7245 Stephen.Atkinson@uk.standardchartered.com Arijit De, Head of Media Relations Tel: +44 (0) 20 7280 7163 Arijit.De@in.standardchartered.com This information is provided by RNS The company news service from the London Stock Exchange
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