Exchange Offer

RNS Number : 1822Q

Standard Chartered PLC

06 April 2009

 



Standard Chartered PLC
6 April 2009

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES OR ITALY

STANDARD CHARTERED PLC ANNOUNCES UPPER TIER 2 EXCHANGE OFFER

£675,000,000 Fixed-to-Floating Rate Step Up Undated Subordinated Notes Callable 14 July 2020 (Series 7)

ISIN XS0222434200

(the 'SCB Notes')

Standard Chartered PLC ('SCPLC') has today launched invitations to all holders of SCB Notes to exchange any and all of their SCB Notes for new sterling denominated senior fixed rate notes due 2014 to be issued by SCPLC (the 'SCPLC Notes') under its existing US$20,000,000,000 Debt Issuance Programme (the 'Exchange Offer'). The Exchange Offer is being made on the terms and subject to the conditions set out in the exchange offer memorandum dated 6 April 2009 (the 'Exchange Offer Memorandum'), copies of which may be obtained free of charge from the Dealer Managers: J.P. Morgan Securities Ltd., Standard Chartered Bank and UBS Limited; or the Exchange Agent, Lucid Issuer Services Limited.

Capitalised terms used and not otherwise defined in this announcement have the meaning given in the Exchange Offer Memorandum.

THE EXCHANGE OFFER

Subject to certain restrictions set out in the Exchange Offer Memorandum, all holders (the 'Holders') of SCB Notes are being invited to exchange any and all of their SCB Notes for SCPLC Notes which are expected to be rated A3/A/A+. The Exchange Offer is conditional upon the aggregate nominal amount of the SCPLC Notes and the Additional SCPLC Notes (if any) equalling £100,000,000 (the 'Minimum New Issue Size').

The Exchange Offer commences today, 6 April 2009. The SCPLC Notes Spread will be announced at or around 10.00 a.m. (London time) on Tuesday, 14 April 2009. Holders wishing to participate in the Exchange Offer must submit, or arrange to have submitted on their behalf, duly completed Offer Instructions by 5.00 p.m., London time, on Tuesday, 21 April 2009 (the 'Expiration Deadline'). Determination of the Reference Rate and calculation of the SCPLC Notes Yield, SCPLC Notes Price, the SCPLC Notes Coupon, the Exchange Ratio and Accrued Interest is expected to occur at or around 3.00 p.m. (London time) on Wednesday, 22 April 2009 (the 'Pricing Time'). Announcement of Pricing and Exchange Offer Results including the aggregate principal amount of SCPLC Notes to be issued and the aggregate principal amount of any Additional SCPLC Notes to be issued (if any) is expected to occur at or around 4.00 p.m. on Wednesday, 22 April 2009.

Settlement of the Exchange Offer is expected to occur on Monday, 27 April 2009 (the 'Settlement Date'). The Issuer may on the Settlement Date, at its sole discretion and for any purpose, issue Additional SCPLC Notes under the Debt Issuance Programme, which shall be issued on identical terms (including as to admission to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Regulated Market) as, and so as to be consolidated and form a single series with, the SCPLC Notes.

Holders are advised to check with the bank, securities broker or other intermediary through which they hold SCB Notes whether such intermediary would require to receive instructions to participate in the Exchange Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission of Offer Instructions will also be earlier than the relevant deadlines above.

GENERAL

Holders are advised to read carefully the Exchange Offer Memorandum, as applicable, for full details of, and information on, the procedures for participating in the Exchange Offer.

Subject to applicable law and as provided in the Exchange Offer Memorandum, SCPLC may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time.

Requests for information in relation to the Exchange Offer should be directed to the Dealer Managers:

THE DEALER MANAGERS

J.P. Morgan Securities Ltd. 125 London Wall London EC2Y 5AJ For information by telephone: [phone] Attention: Sebastien Bamsey - Liability Management Email: [e-mail] For information by telephone: [phone] Attention: Richard Howard - FIG Syndicate Email: [e-mail] Standard Chartered Bank 6 Battery Road #09-00 Singapore 049909 For information by telephone: [phone] Attention: Debt Capital Markets For information by telephone: [phone] Attention: Europe Syndicate / Asia Syndicate UBS Limited 1 Finsbury Avenue London EC2M 2PP For information by telephone: [phone] Attention: Liability Management Group For information by telephone: [phone] Attention: UBS FIG Syndicate

Requests for information in relation to the procedures for Offering to Exchange Notes in, and for any documents or materials relating to, the Exchange Offer should be directed to the Exchange Agent:

THE EXCHANGE AGENT

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP For information by telephone: [phone] Attention: Yves Theis Email: [e-mail]

DISCLAIMER

This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Exchange Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose SCB Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Exchange Offer. None of SCB, SCPLC, the Dealer Managers, the Exchange Agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Exchange Offer.

No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. Nothing in this announcement or the Exchange Offer Memorandum constitutes an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such an invitation under applicable securities laws. Offers to Exchange Notes pursuant to the Exchange Offer will not be accepted from Holders in any jurisdiction where such invitation or offer to exchange is unlawful.

The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or Exchange Offer Memorandum comes are required by each of SCB, SCPLC, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

OFFER RESTRICTIONS

United States

These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). The Exchange Offer is not being made, directly or indirectly, in or into the United States, or by use of the mails, or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or of any facility of a national securities exchange, of the United States and the Exchange Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States.

These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The SCPLC Notes mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). The SCPLC Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion Order')) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Italy

The Exchange Offer is not being made in the Republic of Italy. The Exchange Offer and this Exchange Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ('CONSOB') pursuant to Italian laws and regulations. Accordingly, Holders are hereby notified that, to the extent such Holders are persons resident and/or located in the Republic of Italy, no Exchange Offer is available to them and they may not Offer to Exchange SCB Notes pursuant to the Exchange Offer nor may the SCPLC Notes be offered, sold or delivered in the Republic of Italy and, as such, any electronic instruction notice received from or on behalf of such persons shall be ineffective and void, and neither this Exchange Offer Memorandum nor any other offering material relating to the Exchange Offer, the SCB Notes or the SCPLC Notes may be distributed or made available in the Republic of Italy.

Other

The Exchange Offer is subject to further offer and distribution restrictions in, amongst other countries, Belgium and France, as more fully set out in the Exchange Offer Memorandum. The distribution of this announcement and the Exchange Offer Memorandum in those jurisdictions is restricted by the laws of such jurisdictions.

 

 

 

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