Issuance of U.S.$1bn Additional Tier 1 Securities

Standard Chartered PLC

29 February 2024

 

Standard Chartered PLC

29 February 2024

NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES

ISSUANCE OF U.S.$1,000,000,000 FIXED RATE RESETTING PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE SECURITIES (THE "SECURITIES")

Application will be made for the Securities to be admitted to trading on the International Securities Market of the London Stock Exchange plc. Application will also be made to The Stock Exchange of Hong Kong for the listing of, and permission to deal in, the ordinary shares to be issued upon any conversion of the Securities.

The Securities will be subject to the terms and conditions set out in the offering circular dated 29 February 2024 relating to the Securities.

For further information with respect to the Securities, please paste the following URL into the address bar of the browser:

http://www.rns-pdf.londonstockexchange.com/rns/8813E_1-2024-2-29.pdf

For further information, please contact

Daniel Banks

Debt Investor Relations

Tel: [phone]

Shaun Gamble

Group Media Relations

Tel: [phone]

DISCLAIMER - INTENDED ADDRESSEES

This announcement does not constitute an offer of any securities for sale. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and sale of the Securities may be restricted by law in certain jurisdictions.

The Securities and any ordinary shares which may be delivered upon conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Securities and any ordinary shares which may be delivered upon conversion of the Securities are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities and any ordinary shares which may be delivered upon conversion of the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. In addition to the foregoing, pursuant to the UK Financial Conduct Authority Conduct of Business Sourcebook ("COBS") the Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in COBS 3.4) in the UK.

The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

The Securities are not intended to be initially placed and may not be initially placed to "connected persons" of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

Your right to access this service is conditional upon complying with the above requirement.

Standard Chartered PLC LEI: U4LOSYZ7YG4W3S5F2G91

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