Indicative Results- SCPLC SCB Non-US Tender Offers

RNS Number : 7360S

Standard Chartered PLC

21 March 2016

 

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL

Standard Chartered PLC
Standard Chartered Bank
21 March 2016

ANNOUNCEMENT OF INDICATIVE RESULTS OF STANDARD CHARTERED PLC'S AND STANDARD CHARTERED BANK'S OFFERS TO REPURCHASE NOTES FOR CASH

On 11 March 2016, Standard Chartered PLC ("SCPLC" or the "Company" in respect of the SCPLC Notes) invited holders of its £150,000,000 Undated Primary Capital Floating Rate Notes (ISIN: GB0008389008), €1,000,000,000 Floating Rate Notes due 2017 (ISIN: XS1077632013), €1,250,000,000 1.750% Notes due 2017 (ISIN: XS0849677348) and €1,000,000,000 4.125% Notes due 2019 (ISIN: XS0732522965) (together, the "SCPLC Notes") to tender the SCPLC Notes for repurchase by the Company for cash, subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the Tender Offer Memorandum dated 11 March 2016 (the "Tender Offer Memorandum").

On 11 March 2016, Standard Chartered Bank ("SCB" or the "Company" in respect of the SCB Notes) invited holders of its £200,000,000 Undated Subordinated Step-Up Notes (ISIN: XS0119816402) and £675,000,000 Fixed/Floating Rate Step up Undated Subordinated Notes (ISIN: XS0222434200) (together, the "SCB Notes") to tender the SCB Notes for repurchase by the Company for cash, subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the Tender Offer Memorandum.

Further to the announcement made by the Companies on 11 March 2016, the Companies announce (i) the Sterling FX Rate for the purpose of calculating the Maximum Consideration Amount is US$1.4513 : £1.00; and (ii) the Euro FX Rate for the purpose of calculating the Maximum Second Priority Consideration Amount is US$1.1292 : EUR1.00, each as determined by the Companies at 4.00 p.m. London time on 18 March 2016.

The Companies announce the following indicative results:

(A)        For the £150,000,000 Undated Primary Capital Floating Rate Notes (ISIN: GB0008389008), £200,000,000 Undated Subordinated Step-Up Notes (ISIN: XS0119816402) and £675,000,000 Fixed/Floating Rate Step up Undated Subordinated Notes (ISIN: XS0222434200) (the "Priority Acceptance Level 1 Notes"):

(i)         the indicative Maximum Consideration Amount is US$1,234,784,255.36; and

(ii)        the indicative aggregate nominal amount of each series of Priority Acceptance Level 1 Notes the relevant Company intends to accept for repurchase is as detailed in the table below.

The Companies intend to accept for repurchase all Priority Acceptance Level 1 Notes validly tendered.

(B)        For the €1,000,000,000 Floating Rate Notes due 2017 (ISIN: XS1077632013), €1,250,000,000 1.750% Notes due 2017 (ISIN: XS0849677348) and €1,000,000,000 4.125% Notes due 2019 (ISIN: XS0732522965) (the "Priority Acceptance Level 2 Notes"):

(i)         the indicative scaling factor for the Priority Acceptance Level 2 Notes is 86.5384%;

(ii)        the indicative Maximum Second Priority Consideration Amount is US$878,952,416.98; and

(iii)        the indicative aggregate nominal amount of each series of Priority Acceptance Level 2 Notes the relevant Company intends to accept for repurchase is as detailed in the table below.

Indicative results for the Offers are as follows:

Priority Acceptance Level	Description of the Notes	Company	ISIN	Outstanding nominal amount	Indicative aggregate nominal amount the relevant Company intends to accept for repurchase	Indicative Maximum Consideration Amount (for Priority Acceptance Level 1) / Indicative Maximum Second Priority Consideration Amount (for Priority Acceptance Level 2)
1	£150,000,000 Undated Primary Capital Floating Rate Notes	SCPLC	GB0008389008	£30,515,000	£18,570,000	US$1,234,784,255.36
	£200,000,000 Undated Subordinated Step-Up Notes	SCB	XS0119816402	£200,000,000	£65,500,000
	£675,000,000 Fixed/Floating Rate Step up Undated Subordinated Notes	SCB	XS0222434200	£393,742,000	£172,756,000
2	€1,000,000,000 Floating Rate Notes due 2017	SCPLC	XS1077632013	€1,000,000,000	€201,596,000	US$878,952,416.98
	€1,250,000,000 1.750% Notes due 2017 (the "2017 Notes")	SCPLC	XS0849677348	€1,250,000,000	€454,888,000
	€1,000,000,000 4.125% Notes due 2019 (the "2019 Notes")	SCPLC	XS0732522965	€1,000,000,000	€99,487,000

The Offers have now expired and no further Notes can be tendered for repurchase.

In accordance with the terms of the Offers, the above announcements are indicative only and not binding on the Companies. Final details of this indicative information will be given, and an announcement as to whether and the extent to which the Companies will accept valid tenders of Notes for repurchase pursuant to the Offers and the relevant Repurchase Prices of the 2017 Notes and the 2019 Notes will be made, as soon as reasonably practicable after the Price Determination Time which is at or around 2.00 p.m. London time today. Each Noteholder whose Notes have been accepted for repurchase is entitled to receive on the Settlement Date, (which is expected to be 23 March 2016), the relevant Repurchase Price plus Accrued Interest in respect of such Notes.

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

For further information, please contact:

The Dealer Managers

Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 5BB United Kingdom For information by telephone: [phone] Attention: Liability Management Group Email: [e-mail]

Lloyds Bank plc 10 Gresham Street London EC2V 7JD United Kingdom For information by telephone: [phone] / 1721 Attention: Liability Management Group Email: liability.management @lloydsbanking.com

Standard Chartered Bank One Basinghall Avenue London EC2V 5DD For information by telephone: [phone] Attention: Liability Management Group Email: [e-mail]

The Information and Tender Agent

In London: D.F. King Ltd. 125 Wood Street London EC2V 7AN United Kingdom Telephone: [phone]	In Hong Kong: D.F. King Ltd. Suite 1601, 16/F, Central Tower 28 Queen's Road Central Central Hong Kong Telephone: [phone]
Email: [e-mail] Website: http://sites.dfkingltd.com/scb

 

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