O'seas Regulatory Announcment
Standard Chartered PLC
29 January 2008
The following is the text of a regulatory announcement made in Hong Kong on 28
January 2008:
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
STANDARD CHARTERED PLC
(Registered in England and Wales number 966425)
(Stock Code: 2888)
WAIVER OF CERTAIN REQUIREMENTS OF THE LISTING RULES TO ENABLE STANDARD CHARTERED
PLC TO PUBLISH PRICE-SENSITIVE INFORMATION DURING BUSINESS HOURS IN HONG KONG
The Stock Exchange has granted a conditional waiver to the Company in respect of
Rule 2.07C(4) such that the Company may, in circumstances when a conflict with
Rule 2 of the UK Disclosure and Transparency Rules exists, publish announcements
pursuant to Rule 13.09(1) of the Listing Rules during the hours of 9:00 a.m. to
4:15 p.m. on a business day in Hong Kong (the 'Waiver'). The Company may, with
effect from today, release an announcement in the circumstances covered by the
Waiver (i) at any time during trading hours without recourse to a suspension of
dealings or trading halt in the Company's securities; and (ii) during the
morning EPS window of 6:00 a.m. to 9:00 a.m. without being subject to the
requirement for suspension in the morning trading session. As a consequence of
the Waiver, price-sensitive information can now be published by the Company any
time except from 11:00 p.m. to 6:00 a.m. on a business day in Hong Kong without
recourse to a trading halt or suspension.
The Waiver was sought by the Company because an announcement made pursuant to
the UK Disclosure and Transparency Rules in relation to inside information would
not normally require a suspension of trading in the Company's securities on the
London Stock Exchange. However, if an announcement is released on the London
Stock Exchange by the Company during normal trading hours in Hong Kong, the
Stock Exchange would ordinarily seek to suspend trading in the securities of the
Company in Hong Kong pending publication of the relevant price-sensitive
information in accordance with the Listing Rules.
The impact of the Waiver for investors in Hong Kong is that trading in the
Company's securities will continue in the event that an announcement containing
price-sensitive information is released by the Company during normal trading
hours in Hong Kong. As a result, investors in Hong Kong should consider whether
any price-sensitive information has been released during trading hours in Hong
Kong prior to making an investment decision regarding the Company's securities.
Announcements will be published on the Company's website at
www.standardchartered.com in accordance with the Listing Rules.
The Waiver is conditional upon (i) the Company making this announcement setting
out relevant details of the impact of the Waiver on the Hong Kong investing
public; (ii) the Company agreeing to inform the Stock Exchange in the first
instance in the event of any material change being made to the UK regime on
disclosure of inside information as such information may be of material
relevance to an assessment of the ongoing appropriateness of the Waiver; and
(iii) the Company agreeing to comply with the relevant provisions in the event
of changes to the Hong Kong regulatory regime and the Listing Rules in relation
to disclosure of price-sensitive information and the Electronic Disclosure
Project.
The Waiver
The Stock Exchange has granted a conditional waiver to the Company in respect of
Rule 2.07C(4) such that the Company may, in circumstances when a conflict with
Rule 2 of the UK Disclosure and Transparency Rules exists, publish announcements
pursuant to Rule 13.09(1) of the Listing Rules during the hours of 9:00 a.m. to
4:15 p.m. on a business day in Hong Kong (the 'Waiver'). The Company may, with
effect from today, release an announcement in the circumstances covered by the
Waiver (i) at any time during trading hours without recourse to a suspension of
dealings or trading halt in the Company's securities; and (ii) during the
morning EPS window of 6:00 a.m. to 9:00 a.m. without being subject to the
requirement for suspension in the morning trading session. As a consequence of
the Waiver, price-sensitive information can now be published by the Company any
time except from 11:00 p.m. to 6:00 a.m. on a business day in Hong Kong without
recourse to a trading halt or suspension.
In light of the Waiver, the Stock Exchange has also agreed to modify the
application of note 5 to Rule 13.09(1), Rule 13.10 and Rule 14.37 of the Listing
Rules to the Company to reflect the terms of the Waiver as explained in this
announcement.
The Stock Exchange has confirmed that, under these circumstances, the Company's
obligations under Rule 13.09(1) are considered discharged upon timely
publication of the announcements and a suspension of trading is not necessary.
Rationale for the waiver application
The Company is a dual primary listed company whose shares are traded on both the
London Stock Exchange and the Stock Exchange. The Company is subject to both (i)
the UK Listing Rules, Prospectus Rules and the UK Disclosure and Transparency
Rules and (ii) the Listing Rules. Neither set of rules prevails in the event of
a conflict.
Under Rule 13.09(1) of the Listing Rules, the Company is required to keep the
Stock Exchange, its shareholders and holders of its other listed securities
informed as soon as reasonably practicable of any information relating to the
group which:
(a) is necessary to enable them and the public to appraise the position of
the group; or
(b) is necessary to avoid the establishment of a false market in its
securities; or
(c) might be reasonably expected materially to affect market activity in and
the price of its securities.
Rule 2.07C(4) of the Listing Rules states that electronic copies of
announcements or notices must not be submitted to the Stock Exchange between 9:
00 a.m. and 4:15 p.m. on a business day in Hong Kong for publication on the
Stock Exchange's website, except in certain limited circumstances.
There is a similar general disclosure obligation under the UK Disclosure and
Transparency Rules. Rule 2.2.1 of the UK Disclosure and Transparency Rules
requires the Company to notify a regulatory information service as soon as
possible of any inside information which directly concerns the Company. 'Inside
information' is defined in section 118C of the UK Financial Services and Markets
Act 2000 to mean information of a precise nature which:
(a) is not generally available;
(b) relates, directly or indirectly, to one or more issuers or to one or
more investments; and
(c) would, if generally available, be likely to have a significant effect on
the price of the investments.
Thus, in the event that an announcement relating to inside information is
released on the London Stock Exchange by the Company during normal trading hours
in Hong Kong, the Stock Exchange would ordinarily seek to suspend trading in the
securities of the Company pending publication of the relevant price-sensitive
information in accordance with the Listing Rules.
The directors of the Company believe that a suspension of trading in the
Company's securities in Hong Kong in these circumstances could give rise to a
misunderstanding in the UK and adverse consequences in relation to the
securities of the Company that are traded on the London Stock Exchange. Such
misunderstanding or adverse consequences could arise because the short
notification that is made in Hong Kong in response to a suspension in trading
would only state that this was 'pending the publication of an announcement in
relation to price-sensitive information', leaving investors to speculate as to
what that information might be.
Conversely, the result of suspending trading in the Company's securities for the
whole or half of a trading day in Hong Kong pending publication of the
announcement potentially puts Hong Kong investors at a disadvantage, since other
investors may be able to deal in the Company's securities on the London Stock
Exchange.
As a result, the Company sought and received the Waiver.
Impact of the Waiver
The impact of the Waiver for investors in Hong Kong is that trading in the
Company's securities will continue in the event that an announcement containing
price-sensitive information is released by the Company during normal trading
hours in Hong Kong. As a result, investors in Hong Kong should consider whether
any price-sensitive information has been released during trading hours in Hong
Kong prior to making an investment decision regarding the Company's securities.
The Waiver does not apply to announcements published in discharge of the
disclosure obligations under the Listing Rules for notifiable and connected
transactions. Investors can access announcements released by the Company
(including those containing price-sensitive information) via the Stock
Exchange's website at www.hkex.com.hk. Announcements will also be published on
the Company's website at www.standardchartered.com in accordance with the
Listing Rules. The Listing Rules require that, where an announcement is
submitted to the Stock Exchange for publication on its website during trading
hours, publication on the Company's own website must be no later than one hour
after such submission.
Conditions of the Waiver
The Waiver is conditional upon (i) the Company making this announcement setting
out relevant details including a clear indication of the impact of the Waiver on
the Hong Kong investing public given that the Waiver is not subject to a
condition requiring there to be a trading halt immediately following any
announcement under the Waiver; (ii) the Company agreeing to inform the Stock
Exchange in the first instance in the event of any material change being made to
the UK regime on disclosure of inside information as such information may be of
material relevance to an assessment of the ongoing appropriateness of the Waiver
so the Stock Exchange can evaluate the impact of any such changes and may amend
or revoke the Waiver as it sees appropriate; and (iii) the Company agreeing to
comply with the relevant provisions in the event of changes to the Hong Kong
regulatory regime and the Listing Rules in relation to disclosure of
price-sensitive information and the Electronic Disclosure Project unless the
Stock Exchange agrees to amend the Waiver or grant a new waiver in the
circumstances then prevailing.
General
The Waiver has been granted based on the expectation that the directors of the
Company are aware of their obligations under the Listing Rules for the
maintenance of an orderly market in the Company's securities and would be guided
by Practice Note 11 of the Listing Rules if there was a leak of price-sensitive
information, if price-sensitive information could not be disclosed, or if it
would be appropriate to issue a 'warning' announcement. Further, the above
modification has been granted by the Stock Exchange based on the expectation
that the Company will manage its affairs in a timely manner, particularly with
regard to the signing of agreements, to ensure there will be a continuous
trading of its securities on the Stock Exchange save in exceptional
circumstances.
The Company has confirmed to the Stock Exchange that all announcements made
pursuant to Rule 13.09(1) will be made simultaneously in English and Chinese.
The Stock Exchange has requested that, to ensure the smooth publication of
announcements made pursuant to the Waiver, the Company is required to notify the
Stock Exchange of the pending announcements and the expected times of release
and submit the electronic copies of the English and Chinese versions of such
announcements at least ten minutes in advance of the expected times of release.
Terms used in this announcement
'Company' Standard Chartered PLC.
'Electronic Disclosure The straight-through electronic disclosure and the abolition of the requirement
Project' for Main Board issuers to publish paid announcements in newspapers.
'EPS' The Stock Exchange's electronic publication system.
'Hong Kong' The Hong Kong Special Administrative Region of the PRC.
'Listing Rules' The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
'London Stock Exchange' London Stock Exchange plc.
'Main Board' The main board of the Stock Exchange.
'Official List' The list maintained by the Financial Services Authority in the UK in accordance
with section 74(1) of the Financial Services and Markets Act 2000 for the
purposes of Part VI of the Financial Services and Markets Act 2000.
'PRC' The People's Republic of China.
'Prospectus Rules' The rules made pursuant to section 73A(4) of the Financial Services and Markets
Act 2000 that are expressed to relate to transferable securities and included in
the full handbook issued by the Financial Services Authority in the UK.
'Stock Exchange' The Stock Exchange of Hong Kong Limited.
'UK' The United Kingdom of Great Britain and Northern Ireland.
'UK Disclosure and The rules made pursuant to section 73A(3) of the Financial Services and Markets
Transparency Rules' Act 2000 relating to the disclosure of information in respect of financial
instruments which have been admitted to trading on a regulated market or for
which a request for admission to trading on such a market has been made and
included in the full handbook issued by the Financial Services Authority in the
UK.
'UK Listing Rules' The rules made pursuant to section 73A(2) of the Financial Services and Markets
Act 2000 that are expressed to relate to admission to the Official List and
included in the full handbook issued by the Financial Services Authority in the
UK.
By order of the Board
Annemarie Durbin
Group Company Secretary
Hong Kong, 28 January 2008
As at the date of this announcement, the Board of Directors of the Company
comprises:
Chairman:
Mr Evan Mervyn Davies, CBE
Executive Directors:
Mr Peter Alexander Sands; Mr Gareth Richard Bullock; Mr Michael Bernard DeNoma;
Mr Richard Henry Meddings; and
Independent Non-Executive Directors:
Mr John Wilfred Peace; Sir CK Chow; Mr James Frederick Trevor Dundas; Ms Valerie
Frances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; Mr
Sunil Bharti Mittal; Mr Paul David Skinner; Mr Oliver Henry James Stocken; and
Lord Adair Turner.
This information is provided by RNS
The company news service from the London Stock Exchange