Acquisition

Standard Chartered PLC
29 September 2006



   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN


   STANDARD CHARTERED TO ACQUIRE HSINCHU INTERNATIONAL BANK VIA A RECOMMENDED
                                  TENDER OFFER


              EQUITY PLACING TO RAISE APPROXIMATELY USD1.2 BILLION
                               (GBP0.65 BILLION)


             A platform for growth in Asia's fifth largest economy


Standard Chartered PLC ('Standard Chartered' or the 'Company') announces that
its subsidiary company, Standard Chartered Bank, will today launch a recommended
tender offer for 100 per cent of the issued and to be issued share capital of
Hsinchu International Bank ('Hsinchu'), the seventh largest private sector bank
in Taiwan by loans and deposits as at 30 June 2006. The tender offer price of
NTD24.50 per share values Hsinchu's entire issued share capital at USD1.2
billion (GBP0.65 billion) on a fully diluted basis. The acquisition, which is
subject to a minimum acceptance condition of 51 per cent and to the satisfaction
of remaining regulatory consents, is expected to be completed in November 2006.


Standard Chartered has received irrevocable undertakings to accept the tender
offer from shareholders representing 20.81 per cent of Hsinchu's issued share
capital (on a fully diluted basis).



KEY POINTS

-         Standard Chartered's strategic intent is to be the world's best
international bank, leading the way in Asia, Africa and the Middle East. Hsinchu
provides Standard Chartered with an attractive opportunity to strengthen its
position in Taiwan, creating a new engine for growth. The offer will result in
the first outright acquisition of a Taiwanese bank by an international bank

-         Taiwan is the fifth largest economy in Asia with GDP of USD15,200
per capita, comparable with Korea. Taiwan is the fourth largest banking market
in Asia, with a revenue pool of approximately USD29 billion in 2005(1). Although
the banking industry in Taiwan continues to be affected by the significant
downturn in the consumer credit cycle experienced since the second half of 2005,
Standard Chartered believes that the cycle is turning and that Taiwan offers
attractive growth prospects

-         Through Hsinchu, Standard Chartered will be strongly positioned to
capitalise on the huge expansion of trade and investment flows between Taiwan
and the rest of Asia. Exports to mainland China increased by 750 per cent from
2001 to 2005, with exports to mainland China, Hong Kong and Korea accounting for
approximately 39 per cent of total exports from Taiwan in 2005. Following the
acquisition of Hsinchu, Standard Chartered's presence in the key North East
Asian markets of Korea, Taiwan, Hong Kong and mainland China will be one of the
largest of the international banks, with a network of over 580 branches,
including 86 branches in Taiwan

-         Hsinchu is a well managed bank with a strong presence in the three
wealthiest regions of Taiwan: Taipei, Taoyuan and Hsinchu. As at 30 June 2006,
Hsinchu had total assets of approximately USD13 billion. It has over 2.4 million
consumer deposit accounts and over 115,000 corporate and small and medium sized
enterprise ('SME') deposit accounts. Together with Standard Chartered's existing
business, the acquisition of Hsinchu would have made Taiwan Standard Chartered's
fourth largest market by income for the six months ended 30 June 2006

-         Standard Chartered expects to achieve significant income synergies
and incremental expense savings through the acquisition. Strong double digit
income growth is expected in both Consumer and Wholesale Banking through the
introduction of Standard Chartered's products and sales practices to Hsinchu and
by leveraging Standard Chartered's international network

-         The tender offer price of NTD24.50 per share represents: a premium
of 40 per cent to Hsinchu's closing share price of NTD17.45 on 28 September
2006; 12.7 times Hsinchu's reported after tax earnings in 2005; and 2.3 times
Hsinchu's reported net asset value as at 30 June 2006

-         Standard Chartered intends to finance the acquisition with the
proceeds of a placing of Standard Chartered PLC new ordinary shares for
approximately USD1.2 billion (GBP0.65 billion) launched today

-         The acquisition of Hsinchu is expected to be earnings accretive and
achieve double digit return on investment ('ROI') in 2008



The acquisition constitutes a discloseable transaction of Standard Chartered
under the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the 'HK Listing Rules') and a circular containing further
details of the acquisition will be despatched to shareholders of Standard
Chartered as soon as practicable in compliance with the HK Listing Rules.


Bryan Sanderson, Chairman of Standard Chartered, said:


'Taiwan is an important element of our Asia strategy. It is the fourth largest
banking market in Asia and is integral to the rapidly increasing economic
activity and trade flows in the region. We believe that the acquisition of
Hsinchu is an excellent opportunity to create further value for our
shareholders.'


Mervyn Davies, Group Chief Executive of Standard Chartered, said:



'Hsinchu is an outstanding opportunity to grow Standard Chartered's presence in
one of our core markets. This is a well managed bank that will transform our
business in Taiwan, and we will drive further growth by combining Standard
Chartered's and Hsinchu's products and processes as we have done successfully in
other markets.  President Wu and his team have done an impressive job in growing
Hsinchu and we are looking forward to working closely with them.'



ANALYSTS BRIEFING



There will be a joint presentation for analysts and investors at 9.00am UK time
this morning. This presentation will take place at City Presentation Centre, 4
Chiswell Street, Finsbury Square, EC1Y 4UP, and will be hosted by Mervyn Davies,
Group Chief Executive, and Peter Sands, Group Finance Director.  Analysts and
investors based in Hong Kong will be able to attend the presentation at 4.00pm
HK time at Bishopsgate Room, 30/F Standard Chartered Bank Building, 4-4A Des
Voeux Road, Central, Hong Kong.


A live listen-only audio dial-in to the presentation will be available by
calling:



UK:  [phone]

Hong Kong:  [phone]



A live webcast of the presentation will also be available on the Standard
Chartered Investor Relations website from 9.00 am UK time/4.00 pm HK time. If
you are outside the United States, Canada, Australia or Japan you can access
this on the following link. http://investors.standardchartered.com. A recording
of the webcast will also be available shortly after the event.



CONTACTS

Investors

Stephen Atkinson                               Ruth Naderer

Head of Investor Relations                     Head of Investor Relations, Asia Pacific

[phone]                           [phone]


[e-mail]      [e-mail]


Press

Sean Farrell                                   Rita Liu

Head of Media Relations                        Head of Corporate Affairs, Hong Kong

[phone]                           [phone]

[e-mail]          [e-mail]



Roland Rudd                                    Simon Moyse

Finsbury                                       Finsbury

[phone]                           [phone]

[e-mail]                       [e-mail]



Advisers and Joint Lead Managers

Jim Rushton                                    Tim Waddell

UBS                                            UBS

[phone]                           [phone]



William Chalmers                               Paul Baker

Morgan Stanley                                 Morgan Stanley

[phone]                           [phone]



Joint Lead Managers

John Paynter                                   Phil Raper

JPMorgan Cazenove                              Goldman Sachs

[phone]                           [phone]



This summary should be read in conjunction with the text of the full
announcement which follows.


This announcement has been issued by Standard Chartered and is the sole
responsibility of Standard Chartered.



Morgan Stanley & Co. International Limited ('Morgan Stanley'), UBS Limited 
('UBS'), Goldman Sachs International ('Goldman Sachs') and JPMorgan Cazenove 
('Cazenove') are each acting exclusively for the Company and no-one else in
connection with the acquisition and the Placing. None of Morgan Stanley, UBS,
Goldman Sachs or Cazenove will be responsible to anyone other than the Company
for providing the protections afforded to their respective clients nor for
providing advice in relation to the acquisition or the Placing or any other
matter referred to in this announcement.



This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice in any jurisdiction. In particular, this announcement does not constitute
an offer to sell or issue or the solicitation of an offer to buy or subscribe
for securities in the United States, Canada, Australia or Japan and should not
be relied upon in connection with any decision to acquire the Placing Shares or
any other Standard Chartered securities.  The securities referred to in this
announcement have not been and will not be registered under the U.S. Securities
Act of 1933 (the 'U.S. Securities Act') and may not be offered, sold or
transferred within the United States except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the U.S.
Securities Act.  No public offering of the Placing Shares will be made in the
United States.



This announcement includes 'forward-looking statements'.  All statements other
than statements of historical fact included in this announcement, including,
without limitation, those regarding Standard Chartered's and Hsinchu's financial
position, business strategy, plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Standard Chartered's or
Hsinchu's, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding Standard Chartered's or Hsinchu's present and
future business strategies and the environments in which Standard Chartered and
Hsinchu will operate in the future and such assumptions may or may not prove to
be correct.  There are a number of factors which could cause actual results,
performance of Standard Chartered or Hsinchu, or industry results to differ
materially from those expressed or implied in forward looking statements.  Among
the factors that could cause actual results, performance of Standard Chartered
or Hsinchu, or industry results to differ materially from those described in the
forward looking statements are Standard Chartered's ability to successfully
combine the business of Standard Chartered and Hsinchu and to realise expected
synergies from that combination, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.  These forward-looking statements speak only as of the date of
this announcement. Standard Chartered expressly disclaims any obligation (except
as required by the rules of the UK Listing Authority and the London Stock
Exchange or the Listing Rules of the Hong Kong Stock Exchange) or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in Standard Chartered's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.



No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of Standard Chartered for the current or future financial years would
necessarily match or exceed the historical published earnings per share of
Standard Chartered.


   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
                           CANADA, AUSTRALIA OR JAPAN



   STANDARD CHARTERED TO ACQUIRE HSINCHU INTERNATIONAL BANK VIA A RECOMMENDED
                                  TENDER OFFER



              EQUITY PLACING TO RAISE APPROXIMATELY USD1.2 BILLION
                               (GBP0.65 BILLION)



             A platform for growth in Asia's fifth largest economy



TAIWAN AND HSINCHU



Hsinchu represents an attractive opportunity to significantly enhance Standard
Chartered's presence in Taiwan. Taiwan is the fifth largest economy in Asia and
is Asia's fourth largest banking market, with a revenue pool of approximately
USD29 billion in 2005. Taiwan has a population of approximately 23 million with
an attractive demographic profile and its GDP per capita is one of the highest
in Asia (comparable with that of Korea). Taiwan is integral to Standard
Chartered's Asia strategy, with Taiwanese investment in mainland China and
Taiwan-related trade flows having grown significantly in recent years. Exports
to mainland China increased by 750 per cent from 2001 to 2005, and account for
21 per cent of total Taiwanese exports. Hong Kong accounted for a further 15 per
cent of total Taiwanese exports in 2005. Following the acquisition of Hsinchu,
Standard Chartered will have a significant presence in the key North East Asian
markets of Korea, Taiwan, Hong Kong and mainland China with a network of over
580 branches, making it one of the largest international banks in the region.



Hsinchu was established by three local families in 1948 as a savings
association, and in 1983 was the first private sector bank to list on the Taiwan
Stock Exchange. At 28 September 2006, Hsinchu had a market capitalisation of
USD861 million. Hsinchu has a strong presence in the three wealthiest regions in
Taiwan: Taipei, Taoyuan and Hsinchu. Some of the world's largest, and Taiwan's
fastest growing, technology companies are located in Hsinchu's Science Park.
Hsinchu:

-         is the seventh largest private sector bank in Taiwan by loans and
deposits as at 30 June 2006

-         provides Consumer and Wholesale Banking products and services
through its network of 83 branches

-         provides its customers with a range of products and services
including deposits, mortgages, consumer loans, credit cards, wealth management,
trade finance and foreign exchange

-         has an extensive customer base, consisting of over 2.4 million
consumer deposit accounts and over 115,000 corporate and SME deposit accounts

-         had more than 3,300 employees as at 30 June 2006



In recent years, Hsinchu's management has transformed the business, building a
significant Consumer Banking business, investing in technology and prudently
managing its loan portfolio. Hsinchu has a market share of approximately 10 per
cent in both deposits and loans in the regions of Taoyuan and Hsinchu.



Based on Taiwanese GAAP accounts as at 30 June 2006, Hsinchu reported:

-         total assets of approximately NTD419 billion (USD12.7 billion)

-         total loans of approximately NTD298 billion (USD9.1 billion)

-         net assets of approximately NTD17 billion (USD527 million)



For the 12 months ended 31 December 2005, Hsinchu recorded profit before tax of
approximately NTD3,344 million (USD102 million) and profit after tax of
approximately NTD3,191 million (USD97 million). For the equivalent period in
2004, Hsinchu recorded profit before tax of approximately NTD3,014 million
(USD92 million) and profit after tax of approximately NTD2,808 million (USD85
million). For the six months ended 30 June 2006, Hsinchu recorded a loss before
tax of approximately NTD3,132 million (USD95 million) and loss after tax of
approximately NTD2,733 million (USD83 million) owing to provisions of
approximately NTD6,276 million (USD191 million) primarily reflecting the
consumer credit conditions experienced by all market participants.



Hsinchu's consumer loans represent 51 per cent of total assets, with mortgages
representing 23 per cent, personal loans 13 per cent, SME loans 11 per cent and
credit and cash cards less than 1 per cent of total assets respectively.
Hsinchu's wholesale loans and other assets represent the remaining 49 per cent
of total assets. Hsinchu had a non-performing loan ('NPL') ratio of 2.77 per
cent as at 30 June 2006, 2.46 per cent as at 31 December 2005 and 2.83 per cent
as at 31 December 2004. It had a total capital ratio of 9.81 per cent as at 30
June 2006. 25 per cent of unsecured consumer receivables in the Taiwanese
banking sector are subject to restructuring under the government initiative '
Interbank Debt Restructuring Programme', compared to less than 10 per cent of
Hsinchu's unsecured consumer receivables which have elected to enter the scheme.



DETAILS OF THE ACQUISITION



Standard Chartered will today launch a recommended tender offer for 100 per cent
of the issued and to be issued share capital of Hsinchu. The tender offer price
of NTD24.50 per share values Hsinchu's entire issued share capital at USD1.2
billion (GBP0.65 billion) on a fully diluted basis. The recommended tender
offer, which is subject to a minimum acceptance condition of 51 per cent and
satisfaction of remaining regulatory consents, is expected to be completed in
November 2006. The tender offer price will be payable by Standard Chartered
within five business days after the closing of the tender offer.



Hsinchu's board of directors is recommending shareholders to accept Standard
Chartered's tender offer.  In addition, Standard Chartered has received
irrevocable undertakings to accept the tender offer from shareholders
representing 20.81 per cent of Hsinchu's issued share capital (on a fully
diluted basis), including a commitment from the Fubon Group of Companies of 6.79
per cent.



On 28 September 2006 Standard Chartered received regulatory approval from the
Financial Supervisory Commission in Taiwan to acquire 51 to 100 per cent of the
issued share capital of Hsinchu. In addition, the Fair Trade Commission has
granted a waiver from the requirement to obtain the Commission's approval for
the tender offer.  The material outstanding regulatory approval is the approval
for foreign investment from the Investment Commission of the Ministry of
Economic Affairs.



It is the intention of Standard Chartered to delist Hsinchu, subject to
regulatory consent and Hsinchu shareholder approval, and to acquire 100 per cent
of the issued and to be issued share capital of Hsinchu. Standard Chartered
intends to combine its existing Taiwanese operations with Hsinchu by late 2007.



To the best of the knowledge, information and belief of Standard Chartered's
Directors, having made all reasonable enquiry, Hsinchu's shareholders are third
parties, independent of Standard Chartered and connected persons or related
parties of Standard Chartered.





ACQUISITION RATIONALE AND BENEFITS



Hsinchu represents an attractive opportunity for Standard Chartered:

-         The Taiwanese economy is the fifth largest in Asia and continues to
demonstrate good growth with forecast average annual real GDP growth of 4.3 per
cent(2) between 2007 and 2010. This growth is underpinned by increasing trade
flows, especially with mainland China and the rest of Asia (total Taiwanese
exports increased by 57 per cent from 2001 to 2005, with export growth
accelerating from 8 per cent in 2005 to 14 per cent in the first seven months of
2006). Taiwan also has one of the largest and highest growth technology sectors
in the world and a young and increasingly affluent population, particularly in
the Taoyuan and Hsinchu regions where Hsinchu has a leading market position

-         The Taiwanese banking revenue pool is the fourth largest in Asia
with an estimated size in 2005 of USD29 billion. Hsinchu provides Standard
Chartered with an opportunity for significant income and earnings growth in both
Consumer and Wholesale Banking in Taiwan through the introduction of its sales
practices and innovative products and by leveraging its international network,
particularly in the North East Asia region

-         The acquisition will transform Standard Chartered's existing market
position in Taiwan and further diversify Standard Chartered's earnings base.
Together with Standard Chartered's existing business, the acquisition of Hsinchu
would have made Taiwan Standard Chartered's fourth largest market by income for
the six months ended 30 June 2006

-         Hsinchu has an impressive track record of growth driven by a strong
local management team. The combination of Standard Chartered's existing business
and Hsinchu will provide an excellent platform for expansion across Taiwan



Standard Chartered will look to further grow Hsinchu's income and profits
significantly in ways that will include:



Consumer Banking

-         Using Standard Chartered's customer segmentation methodology to
enable further penetration and cross-selling of more profitable products to the
affluent customer segments

-         Using Standard Chartered's network management skills and processes
to expand and enhance distribution through branch reconfiguration and relocation
to the extent permissible under Taiwanese law, increased productivity and
efficiency, and by developing an effective direct sales channel. Through the
implementation of these skills and processes, Standard Chartered aims to
significantly increase Hsinchu's deposits per branch from the current NTD4
billion towards the NTD12 billion reported by the top three banks in Taiwan

-         Using Standard Chartered's skills and experience, together with its
performance-driven management model, to drive product and service development

-         Implementing a broader suite of wealth management and bancassurance
products and accelerating SME, credit card and mortgage strategies through
product and service innovation. Standard Chartered's objective is to
significantly grow the contribution of wealth management income. Wealth
management contributed less than 15 per cent of Hsinchu's Consumer Banking
income in 2005 and Standard Chartered will grow this towards the Group's average
of over 30 per cent

-         Sharing best practice techniques in customer service, credit scoring
and risk management



Wholesale Banking

-         Leveraging Standard Chartered's international network and
relationship management expertise together with Taiwan's and Hsinchu's links
with Hong Kong and mainland China (over 70 per cent of Hsinchu's corporate
customers have operations in mainland China), to grow the client base in the
global corporate and local corporate segments, and to improve Hsinchu's
cross-sell ratio

-         Building on Standard Chartered's international product expertise to
realise opportunities in trade finance, global markets and regional cash
management for Hsinchu's domestic corporate clients and for Standard Chartered's
international clients

-         Leveraging Hsinchu's network and infrastructure to enhance services
for global corporates

-         Reinvigorating the product and service offering to the local
corporate segment and deepening relationships with companies from Hsinchu's
technology sector

-         Growing fee-income products in global markets, such as foreign
exchange, derivatives and structured finance, and capturing cross border trade
flows



Other

-         Achieving incremental cost efficiencies, as Standard Chartered
combines its existing business with Hsinchu. Standard Chartered anticipates that
steady-state pre-tax cost synergies will amount to approximately USD20 million
per year. This will be achieved through removing duplication in the two
entities. Standard Chartered does not plan to reduce headcount, and will
redeploy resources to support rapid growth in the business with controlled cost
growth

-         Benefiting from reduced funding costs, as a result of Standard
Chartered's stronger credit rating and broader access to funding





STANDARD CHARTERED IN TAIWAN



Standard Chartered's presence in Taiwan was established in 1985.  It operates
today through three branches and has over 900 employees. As at 30 June 2006, it
had assets of approximately USD3 billion. Standard Chartered has both Consumer
and Wholesale Banking businesses in Taiwan.





FINANCIAL IMPACT OF THE ACQUISITION



Standard Chartered Bank will today launch a recommended tender offer for
Hsinchu's entire issued and to be issued share capital at NTD24.50 in cash per
Hsinchu share. This values Hsinchu's entire issued share capital at USD1.2
billion, or GBP0.65 billion, on a fully diluted basis representing a premium of
40 per cent to Hsinchu's closing share price of NTD17.45 on 28 September 2006;
12.7 times Hsinchu's reported after tax earnings in 2005 and 2.3 times Hsinchu's
reported net asset value as at 30 June 2006.



Standard Chartered prepares its financial statements in accordance with
International Financial Reporting Standards as adopted by the EU (IFRS).
Following completion of the transaction, Standard Chartered will make certain
IFRS and fair value adjustments in respect of the Hsinchu balance sheet that
will be included in Standard Chartered's consolidated financial statements. In
particular, in respect of the consumer loan portfolio, Standard Chartered
estimates that were it to apply its IFRS policies and fair value adjustments as
at 30 June 2006, the impact would be to reduce Hsinchu's tangible net assets by
approximately USD100 million.



Standard Chartered intends to finance the acquisition of Hsinchu with the
proceeds of a placing of new ordinary shares of USD0.50 each to raise
approximately USD1.2 billion (GBP0.65 billion) (the 'Placing'). Assuming that
the acquisition of 100 per cent of the fully diluted share capital of Hsinchu
and that the Placing had completed at 30 June 2006, and including the impact of
the recently announced acquisition of Union Bank Limited of Pakistan and the
increase in Standard Chartered's stake in PT Bank Permata Tbk, Standard
Chartered's tier 1 ratio would have been in the range of 7.5 per cent to 7.7 per
cent and its core equity ratio would have been in the range of 5.7 per cent to
5.9 per cent.



Based on Standard Chartered's forecasts for business growth and transaction
benefits, the acquisition is expected to be earnings accretive and achieve
double digit ROI in the full year ending 31 December 2008.



The Directors of Standard Chartered consider the terms of the acquisition to be
fair and reasonable and that the transaction is in the interests of the Standard
Chartered Group and its shareholders as a whole.





THE PLACING

Morgan Stanley, UBS, Goldman Sachs and Cazenove (together, the 'Managers') are
acting as joint lead managers to the Placing. The Placing will be conducted in
accordance with the terms and conditions set out in the Appendix. The Placing
will be effected, subject to the satisfaction of certain conditions, by way of
an accelerated bookbuild placing of ordinary shares of USD0.50 each in the
capital of Standard Chartered (the 'Placing Shares'). The placing price in
respect of the Placing Shares will be agreed by the Managers and Standard
Chartered at the close of the bookbuilding exercise. There has been no equity
fund raising exercise by Standard Chartered in the 12 months immediately
preceding the date of this announcement.

The books will open with immediate effect. The timing of the closing of the
books, pricing and allocations is at the discretion of the Managers and Standard
Chartered. Details of the placing price will be announced as soon as practicable
after the close of the bookbuilding exercise.

The Placing Shares will be credited as fully paid and will rank pari passu in
all respects with the existing ordinary shares of USD0.50 each in the capital of
Standard Chartered including the right to receive all dividends and other
distributions declared, made or paid after the date of issue, save they will not
rank for the interim dividend of USD0.2083 per share in respect of the six
months ended 30 June 2006 declared on 8 August 2006 and payable on 11 October
2006. The ordinary shares of Standard Chartered are listed on the Official List
maintained by the UK Listing Authority (the 'Official List') and are also listed
on The Stock Exchange of Hong Kong Limited (the 'Hong Kong Stock Exchange').
Application will be made for the Placing Shares to be admitted to the Official
List to be admitted to trading by the London Stock Exchange plc (the 'London
Stock Exchange') on its market for listed securities ('UK Admission') and to the
Hong Kong Stock Exchange for listing of and permission to deal in the Placing
Shares on the Hong Kong Stock Exchange.

The Appendix to this announcement (which forms a part of this announcement) sets
out further information and the terms and conditions of the Placing.

The Placing Shares will be issued under the general mandate granted by the
Company's shareholders on 4 May 2006 to issue up to 263,973,974 shares. None of
this mandate has been used.


CURRENT TRADING

Overall, the Group's progress during the second half of 2006, including the
credit outlook in Taiwan, continues to be in line with the guidance given at the
Interim Results Presentation on 8 August 2006.

For the Group, the guidance stated that 'the outlook is positive, and we expect
continued good income momentum. We will maintain our focus on expense management
and expense growth should be broadly in line with income growth for the full
year. We will continue to take a balanced approach to risk, whilst recognising
the changes in the external environment'. For Taiwan the guidance stated 'recent
indications are that conditions continue to improve and it is expected that
there will be a sharp reduction in the loan impairment charge in Taiwan in the
second half of the year. However, given recent and prospective regulatory
changes, there remains considerable uncertainty about the evolution of the
consumer credit market'.


BUSINESS DESCRIPTION



Standard Chartered PLC is listed on both the London Stock Exchange and the Hong
Kong Stock Exchange and is consistently ranked in the top 25 among FTSE-100
companies by market capitalisation.



Standard Chartered has a history of over 150 years in banking and operates in
many of the world's fastest-growing markets with an extensive global network of
over 1,200 branches (including subsidiaries, associates and joint ventures) in
over 50 countries in the Asia Pacific Region, South Asia, the Middle East,
Africa, the United Kingdom and the Americas.



As one of the world's most international banks, Standard Chartered employs
almost 50,000 people, representing over 90 nationalities, worldwide. This
diversity lies at the heart of the Bank's values and supports the Bank's growth
as the world increasingly becomes one market.



With strong organic growth supported by strategic alliances and acquisitions and
driven by its strengths in the balance and diversity of its business, products,
geography and people, Standard Chartered is well positioned in the emerging
trade corridors of Asia, Africa and the Middle East.



Standard Chartered derives over 90 per cent of profits from Asia, Africa and the
Middle East. Serving both Consumer and Wholesale Banking customers worldwide,
the Bank combines deep local knowledge with global capability to offer a wide
range of innovative products and services as well as award-winning solutions.



Trusted across its network for its standard of governance and corporate
responsibility, Standard Chartered takes a long term view of the consequences of
its actions to ensure that the Bank builds a sustainable business through social
inclusion, environmental protection and good governance.



Standard Chartered is also committed to all its stakeholders by living its
values in its approach towards managing its people, exceeding expectations of
its customers, making a difference in communities and working with regulators.



GENERAL



This announcement has been issued by Standard Chartered and is the sole
responsibility of Standard Chartered.



Morgan Stanley, UBS, Goldman Sachs and Cazenove are each acting exclusively for
the Company and no-one else in connection with the acquisition and the Placing.
None of Morgan Stanley, UBS, Goldman Sachs or Cazenove will be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients nor for providing advice in relation to the acquisition or
the Placing or any other matter referred to in this announcement.



This announcement is for information purposes only and does not constitute an
offer or an invitation to acquire or dispose of any securities or investment
advice in any jurisdiction.

In particular, this announcement does not constitute an offer to sell or issue
or the solicitation of an offer to buy or subscribe for securities in the United
States, Canada, Australia or Japan and should not be relied upon in connection
with any decision to acquire the Placing Shares or any other Standard Chartered
securities.  The securities referred to in this announcement have not been and
will not be registered under the U.S. Securities Act of 1933 (the 'U.S.
Securities Act') and may not be offered, sold or transferred within the United
States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act.  No public offering of
the Placing Shares will be made in the United States.



This announcement includes 'forward-looking statements'.  All statements other
than statements of historical fact included in this announcement, including,
without limitation, those regarding Standard Chartered's and Hsinchu's financial
position, business strategy, plans and objectives of management for future
operations, are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Standard Chartered's or
Hsinchu's, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding Standard Chartered's or Hsinchu's present and
future business strategies and the environments in which Standard Chartered and
Hsinchu will operate in the future and such assumptions may or may not prove to
be correct.  There are a number of factors which could cause actual results,
performance of Standard Chartered or Hsinchu, or industry results to differ
materially from those expressed or implied in forward looking statements.  Among
the factors that could cause actual results, performance of Standard Chartered
or Hsinchu, or industry results to differ materially from those described in the
forward looking statements are Standard Chartered's ability to successfully
combine the business of Standard Chartered and Hsinchu and to realise expected
synergies from that combination, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business combinations or
dispositions.  These forward-looking statements speak only as of the date of
this announcement. Standard Chartered expressly disclaims any obligation (except
as required by the rules of the UK Listing Authority and the London Stock
Exchange or the Listing Rules of the Hong Kong Stock Exchange) or undertaking to
disseminate any updates or revisions to any forward-looking statement contained
herein to reflect any change in Standard Chartered's expectations with regard
thereto or any change in events, conditions or circumstances on which any such
statement is based.



No statement in this announcement is intended to be a profit forecast and no
statement in this announcement should be interpreted to mean that earnings per
share of Standard Chartered for the current or future financial years would
necessarily match or exceed the historical published earnings per share of
Standard Chartered.



The Directors of Standard Chartered are:



Executive Directors:

Bryan Sanderson CBE, Chairman

Mervyn Davies CBE, Group Chief Executive

Michael DeNoma, Group Executive Director

Richard Meddings, Group Executive Director

Kaikhushru Nargolwala, Group Executive Director

Peter Sands, Group Finance Director



Independent Non-Executive Directors:

Hugh Norton, Independent Non-Executive Director

Sir CK Chow, Independent Non-Executive Director

James Dundas, Independent Non-Executive Director

Rudolph Markham, Independent Non-Executive Director

Ruth Markland, Independent Non-Executive Director

Paul Skinner, Independent Non-Executive Director

Oliver Stocken, Independent Non-Executive Director

Valerie Gooding CBE, Independent Non-Executive Director

Lord Turner, Independent Non-Executive Director



The following exchange rates have been used in this announcement:

            USD1:NTD32.9

            USD1:GBP0.53



APPENDIX

Further Information on the Placing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT 
HEREIN ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN 
MATTERS RELATING TO INVESTMENTS AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES 
AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE
2003/71/EC (THE 'PROSPECTUS DIRECTIVE') AND (2) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER OR WHO ARE 'PROFESSIONAL INVESTORS' AS DEFINED IN 
THE SECURITIES AND FUTURES ORDINANCE (CAP. 571) OF HONG KONG AND ANY RULES MADE UNDER THAT ORDINANCE OR TO WHOM THEY MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS APPENDIX AND 
THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. 
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATES IS 
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF 
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN STANDARD CHARTERED PLC.
This announcement and any offer if made subsequently is only addressed to and directed at persons in member states of 
the European Economic Area ('EEA') who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC) ('Qualified Investors').
Relevant Persons choosing to participate in the Placing ('Placees') will be deemed to have read and understood this 
Appendix in its entirety and to be making any such offer to participate on the terms and conditions, and to be providing
the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

In particular each such Placee represents, warrants and acknowledges that it:

1.         is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that 
are allocated to it for the purposes of its business; and

2.         is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with 
respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States
or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-US 
beneficial owners (other than an estate or trust), in reliance upon Regulation S under the US Securities Act of 1933 
(the 'Securities Act'); or if it is not outside the United States is a qualified institutional buyer ('QIB') as defined 
in Rule 144A under the Securities Act and has executed an investment letter in the form provided to it and has delivered
the same to the Managers.

This announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an 
offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United Kingdom, the 
United States, Canada, Australia, Hong Kong or Japan. This announcement and the information contained herein is not for 
publication or distribution, directly or indirectly, to persons in the United States, Canada, Australia, Japan or in any
jurisdiction in which such publication or distribution is unlawful.
The Placing Shares referred to in this announcement have not been and will not be registered under the Securities Act 
and may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a 
transaction not subject to, the registration requirements of the Securities Act. Any offering to be made in the United 
States will be made to a limited number of QIBs pursuant to an exemption from registration under the Securities Act in a
transaction not involving any public offering. The Placing Shares are being offered and sold outside the United States 
in accordance with Regulation S under the Securities Act. The Placing Shares have not been approved or disapproved by 
the US Securities and Exchange Commission, any state securities commission in the United States or other regulatory 
authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the 
Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in 
the United States.

The distribution of this announcement and the Placing and/or issue of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the Managers that would permit an offer of such Placing 
Shares or possession or distribution of this announcement or any other offering or publicity material relating to such 
Placing Shares in any jurisdiction where action for that purpose is required. Persons to whose attention this 
announcement is drawn are required by the Company and the Managers to inform themselves about and to observe any such 
restrictions.
In this Appendix, unless the context otherwise requires, the 'Company' means Standard Chartered PLC and 'Placee' 
includes a person (including individuals, funds or others) on whose behalf a commitment to acquire Placing Shares has 
been given.

Details of the Placing Agreement and the Placing Shares
The Managers have entered into a placing agreement dated 29 September 2006 (the 'Placing Agreement') with the Company 
whereby each of the Managers has, on the terms and subject to the satisfaction of certain conditions set out therein, 
undertaken severally, and not jointly or jointly and severally, to use its reasonable endeavours as agent of the Company
to seek to procure Placees for the Placing Shares.
The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the 
existing issued ordinary shares of USD0.50 per share in the capital of the Company, including the right to receive all 
dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of 
the Placing Shares, save they will not rank for the interim dividend of USD0.2083 per share in respect of the six months
ended 30 June 2006 declared on 8 August 2006 and payable on 11 October 2006.
Application for listing and admission to trading
Application will be made to the Financial Services Authority for admission of the Placing Shares to the Official List of
the UK Listing Authority (the 'Official List'), to the London Stock Exchange for admission to trading of the Placing 
Shares on the London Stock Exchange's market for listed securities (together 'UK Admission') and to the Hong Kong Stock 
Exchange for the approval of the Placing Shares and permission to deal in the Placing Shares on the Hong Kong Stock 
Exchange ('HKSE Admission').  It is expected that UK Admission will take place at 8.00 a.m. on 4 October 2006 and that 
dealings in the Placing Shares on the London Stock Exchange's market for listed securities will commence at that time.  
It is expected that HKSE Admission will take place at 9.30 a.m. on or around 5 October 2006.  During any time interval 
between UK Admission and HKSE Admission, the respective total tradeable shares in the Company will differ by the amount 
of the Placing Shares, with the Placing Shares not being tradeable in Hong Kong during this interval unless they are 
validly transferred to the Hong Kong register of the Company.
Bookbuild
Commencing today each of the Managers will be conducting an accelerated bookbuilding process (the 'Bookbuilding 
Process') to determine demand for participation in the Placing by the Placees. This Appendix gives details of the terms 
and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by 
Placees in respect of any Placing Shares.
Participation in the Bookbuilding Process
By participating in the Bookbuilding Process and the Placing, Placees will be deemed to have read and understood this 
announcement in its entirety and to be participating and making an offer for Placing Shares on the terms and conditions,
and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.
Persons who are eligible to participate in the Placing should communicate their bid by telephone to their usual sales 
contact at either of the Managers. The Company will make a further announcement following the close of the Bookbuilding 
Process detailing the price at which the Placing Shares have been placed (the 'Pricing Announcement'). Each of the 
Managers is arranging the Placing severally, and not jointly or jointly and severally, as an agent of the Company.
The timing of the closing of the books, pricing and allocations is at the discretion of the Managers and the Company. 
Details of the placing price will be announced as soon as practicable after the close of the bookbuilding exercise. The 
Managers and the Company may, at their sole discretion, accept bids that are received after the Bookbuilding Process has
closed.
A bid in the Bookbuilding Process will be made on the terms and conditions in this Appendix and will not be capable of 
variation or revocation after the close of the Bookbuilding Process.
To the fullest extent permissible by law, neither of the Managers nor any of its holding companies, subsidiaries, 
branches, affiliates or associated undertakings or any subsidiary, branch, affiliate or associated undertaking of any 
such holding company (each an 'Affiliate') shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise). In particular, neither the Managers nor any of their Affiliates shall have any 
liability in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing 
as the Managers may determine.
Each of the Managers and its Affiliates is entitled to participate as principal in the Bookbuilding Process.
The Bookbuilding Process will establish a single price (the 'Placing Price') payable to the Managers by all Placees. Any
discount to the market price of the ordinary shares of the Company will be determined in accordance with the Listing 
Rules as published by the Financial Services Authority pursuant to Part IV of FSMA, and the guidelines supported by the 
Association of British Insurers and National Association of Pension Funds.
Each Placee's allocation and the Placing Price will be confirmed to Placees orally by the relevant Manager following the
close of the Bookbuilding Process, and a conditional advice note will be dispatched as soon as possible thereafter. The 
relevant Manager's oral confirmation to such Placee will constitute a legally binding commitment upon such Placee to 
acquire the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this 
Appendix and in accordance with the Company's Memorandum and Articles of Association.
Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Manager, to pay 
to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the amount of 
Placing Shares such Placee has agreed to acquire.
All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under 
'Conditions of the Placing'.


Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in 
accordance with its terms.
Each Manager's obligations under the Placing Agreement are conditional on, inter alia:
1.         the execution of the Terms of Sale (as defined in the Placing Agreement) by each of the Managers and the 
Company and the publication of the Pricing Announcement through a Regulatory Information Service by no later than 8.00 
a.m. (London time) on 2 October 2006 (or by such later time and/or date as the Company and the Managers, may agree) and 
in a newspaper in Hong Kong pursuant to the HK Listing Rules no later than 3 October 2006 (or such later time and/or 
date as the Company and the Managers may agree);
2.         UK Admission occurring no later than 8.00 a.m. (London time) on 4 October 2006 or such later time and/or date
as the Managers may determine;
3.         at the time of UK Admission, there being no indication that the Listing Committee of the Hong Kong Stock 
Exchange will not grant listing of and permission to deal in the Placing Shares;
4.         the warranties given by the Company in the Placing Agreement being true and accurate and not misleading;
5.         to the extent material in the context of the Placing, the fulfilment by the Company of its obligations under 
the Placing Agreement; and
6.         the tender offer for the capital of Hsinchu by the Company's subsidiary, Standard Chartered Bank, having been
made and not having lapsed, terminated or been withdrawn and no event having occurred at any time prior to UK Admission 
which gives Standard Chartered Bank the right to withdraw or not to proceed with the tender offer (save to the extent 
that the Managers have consented to Standard Chartered Bank not exercising any such right).
If the conditions above are not satisfied or waived in accordance with the Placing Agreement within the stated time 
periods (or such later time and/or date as the Company and the Managers may agree) the Placing will lapse and the 
Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made 
by or on behalf of the Placee (or any person on whose behalf the placee is acting) in respect thereof.
The Managers may, in their absolute discretion and upon such terms as they think fit, waive compliance or extend the 
time and/or date for fulfilment by the Company with the whole or any part of any of the Company's obligations in 
relation to certain of the conditions in the Placing Agreement. The Managers reserve the right to waive or to extend the
time and/or date for fulfilment of the relevant conditions in the Placing Agreement. Any such extension or waiver will 
not affect Placees' commitments as set out in this Appendix.
Neither the Company nor any Manager shall have any liability to any Placee (or to any other person whether acting on 
behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to 
extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may 
make as to the satisfaction of any condition or in respect of the Placing generally.
By participating in the Placing each Placee agrees with each of the Managers that the exercise by the Company or the 
Managers of any right of termination or any other right or other discretion under the Placing Agreement shall be within 
the absolute discretion of the Company and the Managers(as the case may be) and that neither the Company nor the 
Managers need make any reference to such Placee and that neither the Company nor the Managers shall have any liability 
to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with 
any such exercise.
By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances 
described above and will not be capable of rescission or termination by it after oral confirmation by the relevant 
Manager following the close of the Bookbuilding Process.
No Prospectus
No prospectus or other offering document has been or will be submitted to be approved by the UK Listing Authority or The
Stock Exchange of Hong Kong Limited or filed with the Registrar of Companies in Hong Kong in relation to the Placing, 
and Placees' commitments will be made solely on the basis of the information contained in this announcement (including 
this Appendix). Each Placee, by participating in the Placing, confirms that it has neither received nor relied on any 
information, representation, warranty or statement made by or on behalf of any of the Managers or the Company other than
the content of this announcement (including this Appendix) and neither the Managers nor the Company nor any person 
acting on such person's behalf nor any of their Affiliates has or shall have any liability for any Placee's decision to 
participate in the Placing based on any other information, representation, warranty or statement including (but not 
limited to) any publicly available or filed information.  Each Placee acknowledges, agrees and warrants that it has 
relied on its own investigation of the business, financial or other position of the Company in deciding to participate 
in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.
Registration and Settlement
Settlement of transactions in the Placing Shares following UK Admission will take place within the CREST system. The 
Managers and the Company reserve the right to require settlement for and delivery of the Placing Shares to Placees by 
such other means that they deem necessary if delivery or settlement is not practicable within the CREST system within 
the timetable set out in this announcement and Appendix or would not be consistent with the regulatory requirements in 
any Placee's jurisdiction.
Each Placee allocated Placing Shares in the Placing will be sent a conditional advice note stating the number of Placing
Shares allocated to it, the Placing Price and the aggregate amount owed by such Placee to the relevant Manager. In 
agreeing to acquire the allocation of Placing Shares set out in the conditional advice note, such Placee agrees that it 
will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing 
CREST instructions or the certificated settlement instructions which it has in place with the relevant Manager.
If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the conditional 
advice note is copied and delivered immediately to the relevant person within that organisation.
Settlement through CREST will be on a T+3 basis unless otherwise notified by the relevant Manager.
Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements 
set out above at the rate of 5 percentage points above prevailing LIBOR as determined by the Managers.
Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Manager may sell any or 
all of the Placing Shares allocated to it on such Placee's behalf and retain from the proceeds, for such Manager's own 
account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant 
Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear 
any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
Representations and Warranties
By participating in the Placing each prospective Placee (and any person acting on such Placee's behalf) unless otherwise
agreed by the Managers and the Company:
1.         represents and warrants that it has read this announcement (including this Appendix) in its entirety;
2.         represents and warrants that it has not received a prospectus or other offering document in connection with 
the placing of the Placing Shares and acknowledges that no prospectus or other offering document has been prepared in 
connection with the placing of the Placing Shares;
3.         acknowledges that the content of this announcement is exclusively the responsibility of the Company and that 
neither the Managers nor any person acting on their behalf has or shall have any liability for any information or 
representation relating to the Company. Each Placee further represents, warrants and agrees that, except as otherwise 
provided in paragraph 9 below, the only information on which it is entitled to rely and on which such Placee has relied 
in committing itself to acquire the Placing Shares is contained in this announcement, such information being all that it
deems necessary to make an investment decision in respect of the Placing Shares;
4.         represents and warrants that it has neither received nor relied on any other information, representation, 
warranty or statement made by either of the Managers or the Company and neither the Managers nor the Company will be 
liable for any Placee's decision to accept this invitation to participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own 
investigation of the business, financial or other position of the Company in deciding to participate in the Placing;
5.         represents and warrants that it, or the beneficial owner, as applicable, is entitled to subscribe for and/or 
purchase Placing Shares under the laws of all relevant jurisdictions which apply to it, or the beneficial owner, as 
applicable, and that it has fully observed such laws and obtained all such governmental and other guarantees and other 
consents in either case which may be required thereunder and complied with all necessary formalities;
6.         represents and warrants that it has the power and authority to carry on the activities in which it is 
engaged, to acquire the Placing Shares and to execute and deliver all documents necessary for such acquisition;
7.         represents and warrants that it is, or at the time the Placing Shares are acquired it will be, the beneficial
owner of such Placing Shares, and that the beneficial owner of such Placing Shares is not a resident of Australia, 
Canada or Japan;
8.         acknowledges that the Placing Shares have not been and will not be registered in the United States under the 
Securities Act or under the securities laws of any of the states of the United States or under the securities 
legislation of Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, 
renounced or delivered or transferred, directly or indirectly, within those jurisdictions;
9.         if the Placing Shares were offered to it in the United States, represents and warrants that in making its 
investment decision, (i) it has relied on its own examination of the Company and the terms of the Placing, including the
merits and risks involved, (ii) it may not rely and has not relied on any investigation that the Managers or any of 
their respective affiliates or any person acting on their respective behalf may have conducted with respect to the 
Placing Shares or the Placing, (iii) it has made its own assessment of the Company, the Placing Shares and the terms of 
the Placing based on such information as is publicly available, (iv) none of the Managers, their respective affiliates 
or the Company has made any representation to it, express or implied, with respect to the Company, the Placing or the 
Placing Shares or the accuracy, completeness or adequacy of such information that is publicly available, (v) it has 
consulted its own independent advisors or otherwise has satisfied itself concerning, without limitation, the effects of 
United States federal, state and local income tax laws and foreign tax laws generally and the US Employee Retirement 
Income Security Act of 1974, the US Investment Company Act of 1940 and the Securities Act, (vi) it has received all 
information that it believes is necessary or appropriate in order to make an investment decision in respect of the 
Company and the Placing Shares and (vii) it is aware and understands that an investment in the Placing Shares involves a
considerable degree of risk and no U.S. federal or state or non-U.S. agency has made any finding or determination as to 
the fairness for investment or any recommendation or endorsement of the Placing Shares;
10.       represents and warrants that it is either (i) a QIB, or the beneficial owner of the Placing Shares is a QIB, 
and it or the beneficial owner has duly executed an investment letter in the form provided to it by any of the Managers,
or (ii) is purchasing the Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule 904 of 
Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters as to be 
capable of evaluating the merits and risks of an investment in the Placing Shares, is able to bear the economic risk of 
an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has 
no need for liquidity with respect to its investment in the Placing Shares and represents and, in the case of (i) above,
warrants that it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of 
which it exercises sole investment discretion and each of which is a QIB, for investment purposes and not with a view to
any distribution or for resale in connection with, the distribution thereof in whole or in part, in the United States;
11.       acknowledges that the Placing Shares offered and sold in the United States are 'restricted securities' within 
the meaning of Rule 144(a)(3) under the Securities Act and represents and warrants that, so long as the Placing Shares 
are 'restricted securities', it will not deposit the Placing Shares into any unrestricted depositary receipt facility in
the United States established or maintained by any depositary bank in respect of the Company's ordinary shares and will 
only transfer the Placing Shares in accordance with paragraph 12 below;
12.       acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with
any State or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange 
Commission, any state securities commission in the United States or any other United States regulatory authority, and 
agrees that for so long as the Placing Shares are 'restricted securities' it will not reoffer, resell, pledge or 
otherwise transfer the Placing Shares except (i) outside the United States in offshore transactions in accordance with 
Rule 903 or 904 of Regulation S under the Securities Act, (ii) in a transaction not involving any general solicitation 
or general advertising pursuant to Rule 144A or Rule 144 (if available) or (iii) pursuant to an effective registration 
statement under the Securities Act, and in any case in compliance with all applicable laws;
13.       acknowledges that where it is acquiring the Placing Shares for one or more managed accounts, it represents and
warrants that it is authorised in writing by each managed account (i) to acquire the Placing Shares for each managed 
account, and (ii) to execute and deliver an investment letter in the form provided to it by any of the Managers on 
behalf of each managed account. Each Placee agrees to indemnify and hold the Company and the Managers harmless from any 
and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with
any breach of the representations and warranties in this paragraph 13. Each Placee agrees that the provisions of this 
paragraph 13 shall survive the resale of the Placing Shares by or on behalf of the managed accounts;
14.       represents and warrants that if it is a pension fund or investment company, its purchase of Placing Shares is 
in full compliance with applicable laws and regulations;
15        understands that the Placing Shares are being issued to it either through CREST or in certificated, definitive
form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, 
bear a legend to the following effect unless agreed otherwise with the Company:
            'THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE 
'SECURITIES ACT'), OR WITH ANY OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND 
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF 
AVAILABLE) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE 
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SECURITY MAY NOT BE DEPOSITED INTO ANY 
UNRESTRICTED DEPOSITARY FACILITY MAINTAINED BY ANY DEPOSITARY BANK UNLESS AND UNTIL SUCH TIME AS THIS SECURITY IS NO 
LONGER A 'RESTRICTED SECURITY' WITHIN THE MEANING OF RULE 144(A)(3) UNDER THE SECURITIES ACT.'
16.       acknowledges that no representation has been made as to the availability of any other exemption under the 
Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;
17.       represents and warrants that the allocation, allotment, issue and delivery to it, or the person specified by 
it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 
96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing 
as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares 
would give rise to such a liability;
18.       represents and warrants that it has complied with its obligations in connection with money laundering and 
terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, and the Money Laundering Regulations 
(2003) (the 'Regulations') and, if making payment on behalf of a third party, that satisfactory evidence has been 
obtained and recorded by it to verify the identity of the third party as required by the Regulations;
19.       represents and warrants that it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and undertakes that it will 
acquire, hold,

manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;
20.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to 
persons in the United Kingdom prior to UK Admission except to persons whose ordinary activities involve them in 
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or 
otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United 
Kingdom within the meaning of section 85(1) of FSMA;
21.       represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to 
persons in the European Economic Area prior to UK Admission except to persons whose ordinary activities involve them in 
acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or 
otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member 
state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and
includes any relevant implementing measure in any member state);
22.       represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person 
falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive;
23.       represents and warrants, if it is a Placee in Hong Kong, that it is a 'Professional Investor' as defined in 
the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that ordinance;
24.       represents and warrants that it, or the beneficial owner, as applicable, is independent of, and is not 
connected with, the Company, any director or the chief executive of the Company, a substantial shareholder of the 
Company, or any of their respective associates (as defined in the Rules Governing the Listing of Securities on the Hong 
Kong Stock Exchange); and that it, or the beneficial owner, as applicable, is not acting in concert (as defined in the 
Hong Kong Code on Takeovers and Mergers) with the Company, any director or the chief executive of the Company, a 
substantial shareholder of the Company or any of its subsidiaries, or any of their respective associates (as defined in 
the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange); and the Placee, or the beneficial owner,
as applicable, has not offered or sold and will not offer to sell any Placing Shares to a director or chief executive of
the Company, a substantial shareholder of the Company or any of its subsidiaries, or any respective associates (as 
defined in the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange);
25.       acknowledges that this announcement has not been and will not be registered as a prospectus with the Monetary 
Authority of Singapore. Accordingly, the Placee represents and warrants that this announcement and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares has not
been and will not be circulated or distributed, and will not offer or sell the Placing Shares or cause the Placing 
Shares to be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons 
in Singapore other than under circumstances in which such offer, sale or invitation does not constitute an offer or 
sale, or invitation for subscription or purchase, of the Placing Shares to the public in Singapore;
26.       represents and warrants that it has only communicated or caused to be communicated and will only communicate 
or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section
21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of 
the communication by an authorised person;
27.       represents and warrants that it has complied and will comply with all applicable provisions of FSMA with 
respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;
28.       represents and warrants that it and any person acting on its behalf is entitled to acquire the Placing Shares 
under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary 
consents and authorities to enable it to commit to this participation and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and 
authorities to agree to the terms set out or referred to in this announcement) and will honour such obligations;
29.       undertakes that it (and any person acting on its behalf) will make payment for the Placing Shares allocated to
it in accordance with this announcement (including this Appendix) and the conditional advice note on the due time and 
date set out therein, failing which the relevant Placing Shares may be placed with other persons or sold at such price 
as the Managers may in their sole discretion determine and without liability to such Placee and it will remain liable 
for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be 
required to bear any stamp duty for stamp duty reserve tax (together with any interest or penalties due pursuant to the 
terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its 
behalf;
30.       acknowledges that participation in the Placing is on the basis that it is not and will not be a client of any 
of the Managers and that none of the Managers has duties or responsibilities to it for providing the protections 
afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, 
warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of
such Manager's rights and obligations thereunder including any rights to waive or vary any conditions;
31.       undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) 
itself or (ii) its nominee, as the case may be. None of the Managers nor the Company will be responsible for any 
liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and 
any person acting on behalf of such Placee agrees to participate in the Placing and it agrees to indemnify the Company 
and each of the Managers in respect of the same on the basis that the Placing Shares will be credited to the CREST stock
account of Apollo Nominees Limited as nominee for the Placees who will hold them as nominee on behalf of such Placee 
until settlement in accordance with its standing settlement instructions;
32.       acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed 
by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any Placee 
on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or 
matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make 
payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or any of the
Managers in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a 
quotation on a recognised stock exchange;
33.       acknowledges that each of the Managers may (at their absolute discretion) satisfy their obligations to procure
Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any 
connected or associated person to do so;
34.       agrees that the Company, the Managers and others will rely upon the truth and accuracy of the foregoing 
representations, warranties, acknowledgements and undertakings which are given to each of the Managers on its own behalf
and on behalf of the Company and are irrevocable; and
35.       agrees to indemnify and hold the Company and each of the Managers harmless from any and all costs, claims, 
liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the 
representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the 
provisions of this Appendix shall survive after completion of the Placing.
No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued into CREST
to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other 
person) within the CREST system and registered in the name of such Placee or such Placee's nominee.
Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to 
hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the 
Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to
UK stamp duty and/or stamp duty reserve tax, for which neither the Company nor any of the Managers will be responsible 
and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as
an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty
or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on 
an after-tax basis and to hold harmless the Company and the Managers in the event that any of the Company and/or the 
Managers has incurred any such liability to UK stamp duty or stamp duty reserve tax.
Stamp, registration, documentary, transfer and similar taxes or duties payable outside the UK will be the responsibility
of the relevant Placee and the Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom
it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing 
Shares has given rise to such non-UK stamp, registration, documentary, transfer or similar taxes or duties undertakes to
pay such taxes and duties forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the 
Managers in the event that any of the Company and/or the Managers has incurred any such liability to such taxes or 
duties.
This announcement has been issued by the Company and is the sole responsibility of the Company.
Morgan Stanley, UBS, Goldman Sachs and Cazenove are each acting exclusively for the Company and no-one else in 
connection with the Placing and the acquisition. None of Morgan Stanley, UBS, Goldman Sachs or Cazenove will be 
responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for 
providing advice in relation to the Placing, the acquisition or any other matter referred to in this announcement.
When a Placee or person acting on behalf of the Placee is dealing with either of the Managers, any money held in an 
account with either Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated
as client money (within the meaning of the rules and regulations of the Financial Services Authority made under FSMA) 
which, therefore, will not require the Managers to segregate such money, as that money will be held by them under a 
banking relationship and not as a trustee.
All times and dates in this announcement may be subject to amendment. The Managers shall notify the Placees and any 
person acting on behalf of the Placees of any changes.

--------------------------


(1) Standard Chartered estimates


(2) Standard Chartered estimates


                      This information is provided by RNS
            The company news service from the London Stock Exchange