Issue of Bonds to Raise £600m for Funding Growth

Standard Chartered PLC 6 March 2000 NOT FOR DISTRIBUTION IN THE UNITED STATES Standard Chartered raising approximately £600 million to fund growth opportunities Standard Chartered intends to raise capital to enhance the Group's capacity for acquisitions and business growth. The Group is committed to expanding and developing its geographical presence, as well as strengthening its customer base and product range. Standard Chartered believes that the emerging markets currently offer many opportunities for growth, both organically and through acquisition. This capital will enable the Group to take advantage of opportunities as and when they arise. Standard Chartered is launching two financing transactions which emphasise Standard Chartered's intention to maintain its capital strength and to bring appropriate structures to the market where they add value to the Group's strategy for capital raising - an issue of E500 million (approximately £300 million equivalent) subordinated guaranteed convertible bonds which will count as Tier 2 capital prior to conversion; and - an issue of E500 million (approximately £300 million equivalent) non- cumulative perpetual preferred securities which will count as Tier 1 capital. Rana Talwar, Group Chief Executive Officer, Standard Chartered said 'We are excited by the opportunities for investment to develop our unique franchise. Our capital strength has allowed us to emerge stronger from the turmoil in Asia. We intend to maintain this strength as the economies in the region rebound and we pursue our growth strategy'. _____________________________________________________________________________ Press Enquiries: Standard Chartered PLC Pamela McGann, Group Head of External Affairs Tel: 020 7280 7245 Tim Halford, Director of Corporate Affairs Tel: 020 7280 7159 Stephen Seagrove, Group Investor Relations Manager Tel: 020 7280 7164 J. Henry Schroder & Co. Limited Tel: 020 7658 6000 Robin Blunden Chris Jillings Matthew Whittell Goldman Sachs International Tel: 020 7774 1000 Chris French Jim Ziperski Issue of Non-Cumulative Perpetual Preferred Securities Standard Chartered proposes to issue E500 million (approximately £300 million equivalent) of non-cumulative perpetual preferred securities (the 'Preferred Securities') which will count as Tier 1 capital. The Preferred Securities will be issued out of a Delaware subsidiary and will be callable, subject to the consent of the Financial Services Authority, at par in 2010. The structure also includes the innovative stock settlement feature seen several times this year in the European institutional market, which allows investors, if the Preferred Securities are not called in 2010, to exchange their Preferred Securities at that time for proceeds from an issue of ordinary shares (the 'Ordinary Shares') of Standard Chartered PLC (the 'Company'). As previously announced, the joint bookrunners and joint lead managers are Goldman Sachs International and Lehman Brothers and the co-lead managers are Barclays Capital and Cazenove. Standard Chartered Bank will act as a selling agent. An international roadshow is expected to take place during the week commencing 6 March, with launch and pricing following shortly thereafter. Issue of Subordinated Guaranteed Convertible Bonds Standard Chartered proposes to issue E500 million (approximately £300 million equivalent) of subordinated guaranteed convertible bonds (the 'Bonds'). The Bonds will be issued by Standard Chartered Finance (Jersey) Ltd (the 'Issuer'), guaranteed on a subordinated basis by Standard Chartered Bank and convertible into exchangeable redeemable preference shares (the 'Preference Shares') in the Issuer which will automatically and immediately be exchanged for Ordinary Shares in Standard Chartered PLC. Schroders and Goldman Sachs International are the joint lead managers and joint bookrunners of the Bonds. Standard Chartered Bank will act as a selling agent. The Bonds will bear interest at a rate currently expected to be in the range of 4.50 per cent. to 5.00 per cent. payable semi-annually in arrear on 30 March and 30 September in each year. The first interest payment will be made on 30 September 2000 in respect of the period from the closing date (inclusive) to 30 September 2000 (exclusive). The holder of each Bond will be entitled to convert such Bond into a Preference Share in the Issuer, which will automatically and immediately be exchanged for Ordinary Shares in Standard Chartered PLC, at any time until 23 March 2010. The exchange price will be fixed at between 23 per cent. and 28 per cent. above the prevailing reference price of the Ordinary Shares at the time of pricing. The conversion and exchange rights in respect of the Bonds and the share exchange rights in respect of the Ordinary Shares to be issued in exchange for the Preference Shares upon conversion of the Bonds are guaranteed by Standard Chartered PLC. The issue price of the Bonds is 100 per cent. Unless previously converted or redeemed, the Bonds will be redeemed at par on 30 March 2010. The Issuer may, subject to the consent of the Financial Services Authority redeem the Bonds at par at any time from 15 April 2005. The Bonds will be available in bearer form in denominations of E1,000. Application has been made to the London Stock Exchange for the Bonds to be admitted to the Official List. It is expected that official dealings will commence on or about 20 March 2000. Prior to the official listing, dealings will be permitted by the London Stock Exchange in accordance with its rules. None of the Preferred Securities, the Bonds and the Preference Shares have been nor will be registered under the US Securities Act of 1933 (as amended). The Bonds are in bearer form and are subject to US tax law requirements. Subject to certain exceptions, none of the Preferred Securities, the Bonds and the Preference Shares may be offered, sold or delivered within the Untied States or to US persons. In connection with the Bonds, Schroders may over-allot or effect transactions which stabilise or maintain the market price of the Bonds and/or the Ordinary Shares of Standard Chartered PLC at a level which might not otherwise prevail. Such stabilising, if commenced, may be discontinued at any time. This press release does not constitute an offer of, or an invitation by or on behalf of Standard Chartered PLC, Standard Chartered Bank, Standard Chartered Finance (Jersey) Limited, Standard Chartered Capital Trust I or Standard Chartered Capital I L.P. or any of the managers named herein to subscribe for or purchase, any of the Preferred Securities or the Bonds.
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