Acquisition/Placing
Standard Chartered PLC
1 September 2000
STANDARD CHARTERED TO BUY CHASE HONG KONG CONSUMER BANKING OPERATIONS FOR
US$1.32 BILLION
Deal Makes Standard Chartered Market Leader in Hong Kong Cards
CHARTERED TRUST SOLD TO LLOYDS TSB FOR £627 MILLION
Share Placing To Raise £450 Million
Standard Chartered PLC announces that it has signed an agreement with The
Chase Manhattan Bank to acquire the entire issued share capital of Chase
Manhattan Card Company Limited ('Chase Manhattan Card') and Chase's Hong
Kong-based retail banking business for around US$ 1.32 billion. The total
consideration, which includes goodwill of US$1.02 billion, will be paid in
cash and will be determined by reference to completion accounts.
Standard Chartered also announces that it has sold Chartered Trust, the
group's UK and Channel Islands consumer finance and contract hire businesses,
to Lloyds UDT, a subsidiary of Lloyds TSB Group, for £627 million in cash.
The acquisition will be funded from cash raised by the sale of Chartered Trust
and by way of a placing of new ordinary shares.
Standard Chartered intends to raise approximately £450 million, net of
expenses, by way of a placing for cash of 50 million new ordinary shares at a
price of 915p per new ordinary share representing approximately 4.7 per cent
of its current issued share capital. The new shares will rank pari passu with
the existing issued ordinary shares of Standard Chartered. UBS Warburg and
Cazenove & Co have underwritten, and are brokers to, the placing.
The placing is not conditional upon completion of the acquisition of Chase's
Hong Kong consumer banking operations.
After the sale of Chartered Trust, the acquisition, together with the share
placing, is expected to have a broadly neutral effect on earnings per share,
before goodwill amortisation, in 2002. Thereafter, it will be earnings
accretive.
Hong Kong Acquisition
Chase's consumer banking business in Hong Kong currently has around 740,000
cards issued. Its principal card brand, 'Manhattan Card', which is primarily
targeted at young professionals, will transfer to Standard Chartered. The
acquisition will establish Standard Chartered as by far the largest credit
card operator in Hong Kong. Following the acquisition Standard Chartered will
have 1.9 million cards in issue and a 25 per cent market share.
The purchase of the Chase Hong Kong consumer banking operation, which has
deposits of approximately US$2 billion, will add four branches, four Flexibank
Centers and 40 ATMs, to Standard Chartered's existing 80 branches and 186
Moneylink ATMs.
Rana Talwar, Group Chief Executive, Standard Chartered, commented:
'It is rare to find such a perfect fit. Hong Kong consumer banking is our
most important market. This move adds to our existing strength and builds our
consumer franchise.
At one stroke, it enables us to take clear market leadership in cards in Hong
Kong and, importantly, a major share of the young professional market where
the Manhattan Card brand is particularly strong.
It also provides us with valuable opportunities for cross-selling between the
two card bases and in marketing personal loans, where Chase has pioneered new
products and distribution channels.
Chase's success in Hong Kong can be attributed to its team of real
professionals. We are extremely happy that at Standard Chartered we are able
to offer them greater career prospects and opportunities for advancement.
This is another major step forward in our strategy to become the world's
leading emerging markets bank.'
Antony Leung, Chairman of Chase Asia Pacific said:
'The decision to exit from the Hong Kong retail banking market in which Chase
has been achieving world-class performance and strong profitability is a tough
one to make. However, as the firm's business strategy in Hong Kong evolves to
become more focused on investment banking and asset management, we believe
that our retail banking customers and staff will be best served by handing
over the growing franchise to an emerging markets powerhouse where retail
banking is a core business. With the Hong Kong economy continuing its strong
recovery, we believe the consumer banking market here represents an
exceptional, dynamic growth opportunity, but not one which fits with Chase's
long-term investment banking focus in the Asia Pacific region.'
At 31st December 1999, the businesses being acquired reported profits before
tax of US$84 million on net assets of US$273 million. The acquisition
represents a price to book ratio of 4.5 times as at 31st May 2000 and a p/e
ratio of 13.8 times, based on annualised earnings for the five months ended
31st May 2000.
Standard Chartered is strongly positioned to leverage this acquisition. Given
the combined businesses scale and market strength in Hong Kong it is expected
that cost savings and revenue benefits of US$15 million before tax will be
achieved in 2001, rising to US$65 million before tax in 2003 and thereafter.
To achieve these benefits Standard Chartered expects to incur total one-off
integration costs of US$32 million before tax by 2002. These synergies will
be split evenly between revenues and costs.
Subject, inter alia, to regulatory approval, it is anticipated that the
acquisition will be completed within three months.
Standard Chartered is being advised by UBS Warburg on the acquisition.
The Chase Manhattan Bank is being advised by Chase Manhattan Asia Limited
Chartered Trust Sale
The sale of Chartered Trust to Lloyds UDT for £627 million follows the
statement of 30th May 2000 in which it was announced that the options for
Chartered Trust were being assessed.
As at 31st December 1999 Chartered Trust had total assets of £2.7 billion and
net assets of £137 million. In the year ended 31st December 1999 it reported
pre-tax profits of £40.4 million.
Rana Talwar, Group Chief Executive, Standard Chartered, commented:
'This sale is entirely in line with Standard Chartered's strategy to build the
leading emerging markets bank.
Chartered Trust is an excellently run business with great potential for growth
in the United Kingdom and the rest of Europe. The quality of its franchise
and its staff is demonstrated by the value that has been achieved.
We are delighted to have sold the Chartered Trust businesses as a whole.
Chartered Trust is a great strategic fit with Lloyds UDT, where I believe it
will continue to thrive and grow.'
The net asset value will be adjusted following the preparation of completion
accounts.
Goldman Sachs International advised Standard Chartered on the sale.
For further information please contact:
Pamela McGann Group Head, External Affairs 44 (0)20 7280 7245
Tim Halford Director, Corporate Affairs 44 (0)20 7280 7159
Stephen Seagrove Group Investor Relations Manager 44 (0)20 7280 7164
www.standardchartered.com
Cazenove, which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting exclusively for Standard Chartered and no
one else in connection with the placing and will not be responsible to anyone
other than Standard Chartered for providing the protections afforded to
customers of Cazenove or for giving advice in relation to the placing.
UBS Warburg is acting for Standard Chartered and no one else and will not be
responsible to anyone other than Standard Chartered for providing the
protection afforded to customers of UBS Warburg nor for providing advice in
relation to the transaction. Nothing contained herein constitutes an offer or
invitation for the sale or purchase of securities of the company. UBS Warburg
is a business group of UBS AG.