Exchange Offer

RNS Number : 5143Q

Standard Chartered PLC

14 April 2009

 



Standard Chartered PLC
14 April 2009

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

STANDARD CHARTERED PLC ANNOUNCES The SCPLC NOTES SPREAD FOR THE UPPER TIER 2 EXCHANGE OFFER

Further to its announcement of 6 April 2009, pursuant to which Standard Chartered PLC ('SCPLC') invited holders of £675,000,000 Fixed-to-Floating Rate Step Up Undated Subordinated Notes Callable 14 July 2020 (Series 7 and ISIN XS0222434200) (the '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 under its existing US$20,000,000,000 Debt Issuance Programme (the 'Exchange Offer'), SCPLC hereby announces that the SCPLC Notes Spread in relation to the Exchange Offer will be 325 bps.  

This announcement (the 'Pricing Announcement') has been made in accordance with the Exchange Offer Memorandum dated 6 April 2009.  

GENERAL

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

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 Pricing Announcement must be read in conjunction with the Exchange Offer Memorandum. This Pricing 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 Pricing Announcement. Nothing in this Pricing 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 Pricing Announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this Pricing 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 

This Pricing Announcement is 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.

This Pricing Announcement does 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 Pricing 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 Pricing Announcement and the Exchange Offer Memorandum in those jurisdictions is restricted by the laws of such jurisdictions. 

 

END

 

 

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