Acquisition

Standard Chartered PLC
09 August 2006



                 STANDARD CHARTERED ACQUISITION OF CONTROLLING

                           SHAREHOLDING OF UNION BANK



London, 09 August 2006 - Standard Chartered PLC ('Standard Chartered' or the '
Bank') announces that its subsidiary company, Standard Chartered Bank (Pakistan)
Limited ('SCBP'), has entered into agreements to acquire an 80.86 per cent
interest in Union Bank Limited ('Union Bank') for a cash consideration of USD
413 million (the 'Acquisition'). The Acquisition is unconditional but before it
can be completed, SCBP is obliged, pursuant to Pakistan law, to make a mandatory
public offer (the 'Tender Offer') for the remaining shares of Union Bank. The
Tender Offer is expected to commence on or about 12 August 2006 and is expected
to close on or about 1 September 2006 ('Closing'). The Acquisition is expected
to complete shortly after Closing.



KEY POINTS



•         The acquisition of Union Bank will make Standard Chartered the sixth
largest bank in Pakistan by market share of assets and will further extend
Standard Chartered's business in a high growth market. Standard Chartered
currently has a network of 46 branches in 10 cities. Pakistan is an integral
part of Standard Chartered's Middle East and Other South Asia strategy and the
acquisition will make Pakistan Standard Chartered's tenth largest geography by
income.



•         The Pakistan banking sector has low penetration rates and a growing
profit pool that has doubled between 2004 and 2005. Union Bank provides Standard
Chartered with a significant opportunity for growth in both Consumer and
Wholesale Banking through product innovation and by leveraging Standard
Chartered's international network.



•         Union Bank is the eighth largest bank in Pakistan by market share.
It serves approximately 400,000 retail customers through its extensive network
of 65 branches in 22 of Pakistan's major cities, and operates a small but
growing Wholesale Banking business.



•         Union Bank has demonstrated an impressive period of growth since its
establishment in 1991, particularly in the retail and Small and Medium
Enterprise banking market, where it now holds strong market shares in mortgages,
credit cards, personal and auto loans. Union Bank benefits from a strong
independent local management team with a wealth of experience from leading
international banks.



•         The combined entity of Standard Chartered and Union Bank will
deliver economies of scale, a more complete product set, a stronger operating
platform and a wider distribution network.



•         The purchase price is 17.1 times Union Bank's reported after tax
earnings in 2005 and 5.6 times its reported net asset value as at 31 March 2006.



•         The acquisition of Union Bank is expected to be earnings accretive
for Standard Chartered in 2006.



•         Standard Chartered will finance the acquisition and tender offer
through internal resources.



Bryan Sanderson, Chairman of Standard Chartered, said:



'Pakistan is a strongly growing country that is integral to Standard Chartered's
Middle East and Other South Asia strategy. The acquisition of Union Bank will
significantly increase Standard Chartered's presence in this important market.'



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



'Standard Chartered is the leading international bank in Pakistan and Union Bank
will materially enhance its market position. Union Bank has grown well under its
strong management team, and we will drive further growth by adding Standard
Chartered's products and processes as we have done successfully in other
markets.'



Pakistan and Union Bank



Union Bank represents an opportunity for Standard Chartered to extend its
existing footprint in Pakistan and obtain a significant presence in a high
growth market.



Pakistan has shown real GDP growth of between 5.5 per cent and 8.5 per cent
since 2003. Standard Chartered forecasts an average GDP growth in excess of 6
per cent every year for the next five years. Standard Chartered estimates the
banking sector profit pool at USD 1,100 million in 2005, having doubled over the
last year. The low penetration rates that exist in the sector (loan/GDP ratio of
30 per cent), and the demographic profile, make Pakistan an integral part of
Standard Chartered's strategy.



Union Bank is Pakistan's eighth largest bank by market share of assets and has
total assets of USD 2 billion.  The bank provides Consumer and Wholesale Banking
products through its nationwide network of 65 branches in 22 cities, and well
developed alternative channels, including call centres, internet and 37 ATMs.



Union Bank is listed on the Lahore, Karachi and Islamabad stock exchanges.  The
bank has performed strongly, having grown assets from USD 988 million to USD
2,081 million between 2002 and the first quarter of 2006. Union Bank has an
extensive customer base with 400,000 retail and SME banking customers, and a
small but growing wholesale banking business.



Based on audited local GAAP accounts as at 31 December 2005, Union Bank had



  • Total assets of USD 2,009 million
  • Total advances of USD 1,201 million
  • Net assets of USD 91 million



For the 12 months ended 31 December 2005, Union Bank reported profit before tax
of USD 47 million and profit after tax of USD 30 million. For the equivalent
period in 2004, Union Bank reported profit before tax of USD 25 million and
profit after tax of USD 15 million.



Acquisition Rationale and Benefits



Union Bank has an impressive track record of growth driven by a strong local
management team. Standard Chartered will look to further grow Union Bank in ways
that will include:



  • In Consumer Banking: Standard Chartered will introduce its multi-product
    sales model across Union Bank's network to improve productivity. Standard
    Chartered will also add Wealth Management, Investments and segments such as
    Bancassurance and Priority Banking to complement Union Bank's existing
    Consumer Banking expertise.



  • In Wholesale Banking: Standard Chartered has a strong Wholesale Banking
    business in Pakistan and can add significant value through a programme of
    product introduction and penetration of new customer segments hitherto
    untapped by Union Bank.  This will include expanding the product portfolio,
    for example Derivatives, Foreign Exchange, Transactional Banking, Trade
    Finance and Corporate Finance.



The combined entity of Standard Chartered and Union Bank will deliver economies
of scale, a more complete product set, a stronger operating platform and a wider
distribution network.



Approvals, Implementation and Timetable



Before the Acquisition can be completed, SCBP is obliged, pursuant to Pakistan
law, to make the Tender Offer.  The Tender Offer is expected  to commence on or
about 12 August 2006 and is expected to close on or about 1 September 2006. The
Acquisition is expected to complete shortly after the closing of the Tender
Offer.  Further announcements in relation to the Acquisition and the Tender
Offer will be made as appropriate.



Note to editors



Standard Chartered - leading the way in Asia, Africa and the Middle East



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 is 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 uniquely 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.



For more information on Standard Chartered, please log on to
www.standardchartered.com


For further information, please contact:



Romy Murray, Head of Investor Relations

Tel: [phone]

[e-mail]



Sean Farrell, Head of Media Relations

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[e-mail]




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