Standard Chartered Upper Tier 2 Tender Offer

RNS Number : 3103O

Standard Chartered PLC

09 October 2012

 



Standard Chartered PLC
9 October 2012

STANDARD CHARTERED PLC ANNOUNCES UPPER TIER 2 TENDER OFFER

 £150,000,000 Undated Primary Capital Floating Rate Notes
ISIN: GB0008389008
(the "Notes")

Standard Chartered PLC (the "Company") has today invited holders of the Notes to tender any and all of the Notes (of which £150,000,000 is outstanding) for repurchase by the Company for cash (the "Offer").

The Offer is being made upon the terms and subject to the conditions contained in the tender offer memorandum dated 9 October 2012 (the "Tender Offer Memorandum"), copies of which may be obtained free of charge from the Dealer Managers, Lloyds TSB Bank plc and Standard Chartered Bank, or the Tender Agent, Lucid Issuer Services Limited.

The Company will pay £600 for each £1,000 in nominal amount of the Notes accepted by it for repurchase pursuant to the Offer, as well as accrued interest on such Notes.

The Offer begins today, 9 October 2012, and will expire at 4.00 p.m. London Time on 24 October 2012, unless extended, re-opened or terminated as provided in the Tender Offer Memorandum.  Where Notes are purchased pursuant to the Offer, settlement of such purchases is expected to take place on 26 October 2012.

For further information, please contact:

The Dealer Managers	The Tender Agent
Lloyds TSB Bank plc 10 Gresham Street London EC2V 7AE Telephone: [phone] Email: [e-mail] Attention: Liability Management Group Standard Chartered Bank One Basinghall Avenue London EC2V 5DD Telephone: [phone] Email: [e-mail] Attention: DCM Syndicate	Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP Telephone: [phone] Email: [e-mail] Attention: Thomas Choquet/Sunjeeve Patel

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which must be read carefully before any decision is made with respect to the Offer described in this announcement.  If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, counsel, accountant or other independent financial adviser.  Any holder of Notes whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Offer.  None of Lloyds TSB Bank plc, Standard Chartered Bank, Lucid Issuer Services Limited or any of their respective affiliates, makes any recommendation as to whether or not any holder of Notes should tender Notes held by them pursuant to the Offer.

No offer to purchase any Notes is being made pursuant to this announcement. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to purchase in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities laws and tenders of securities pursuant to the Offer will not be accepted from holders thereof in any jurisdiction where such invitation or tender is unlawful.

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.

Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

Offer Restrictions

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the 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 and are only for circulation to persons outside the United Kingdom or to persons within 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 "Order")), or within Article 43(2) of the Order, or to other persons to whom it may lawfully be communicated in accordance with the Order.

Belgium

Neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Authorite des services et marches financiers/Autoriteit financiele diensten en markten") and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and neither this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. This announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purposes or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Tender Offer Memorandum nor any other documents or offering materials relating to the Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offer. This announcement and the Tender Offer Memorandum have not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.

 

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