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'.
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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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