O'seas Regulatoy Announcement
Standard Chartered PLC
10 January 2008
The following is the text of a regulatory announcement made in Hong Kong on 10
January 2008:
'STANDARD CHARTERED PLC
CONTINUING CONNECTED TRANSACTIONS
The Group has in the past entered into certain continuing connected transactions
for the Leasing of Premises with CapitaCommercial Trust ('CCT'). CCT is an
associate of Temasek, which is a substantial shareholder of the Company, and is
therefore a connected person of the Company. The Company and HSBC Institutional
Trust Services (Singapore) Limited as trustee of CCT have on 10 January 2008
entered into the Framework Agreement to set out certain principles and the
maximum aggregate annual value upon which such continuing connected transactions
will continue for the three years ending 11 January 2011.
The Directors (including the independent non-executive Directors) are of the
view that such continuing connected transactions have been and will, when
conducted in accordance with the Framework Agreement, be conducted in the
ordinary course of business of the Group, on normal commercial terms, and are
fair and reasonable and in the interests of the shareholders of the Company as a
whole.
It is expected that the value of such continuing connected transactions will not
exceed the maximum aggregate annual value as provided for in the Framework
Agreement and as detailed in this announcement. Accordingly under the Listing
Rules, the Company only needs to include details of the continuing connected
transactions in its annual reports and such transactions are not subject to
independent shareholders' approval.
Background
The Group has in the past entered into continuing connected transactions with
CCT for the Leasing of Premises.
Since CCT is an associate of Temasek, which is a substantial shareholder of the
Company, CCT is therefore a connected person of the Company and the Leasing of
Premises constitutes continuing connected transactions for the Company. The
Company and HSBC Institutional Trust Services (Singapore) Limited as trustee of
CCT have on 10 January 2008 entered into the Framework Agreement to set out
certain principles and the maximum aggregate annual value upon which such
continuing connected transactions will continue for the three years ending 11
January 2011.
Leasing of Premises
In relation to the Leasing of Premises, for the years ended 31 December 2006 and
2007, the rental and licence fees paid under relevant leases and licences
amounted to USD6,445,142 and USD7,617,709, respectively. Pursuant to the
Framework Agreement, the Group will continue to enter into leases and licence
agreements with CCT from time to time in connection with the Leasing of Premises
and rental and licence fees to be paid under such leases and licence agreements
are and will be negotiated on an arm's length basis based on normal commercial
terms and at the prevailing market rates. The Framework Agreement provides that
such leases and licence agreements and/or the rent and other fees payable under
such leases and licence agreements will not exceed a term of three years. Under
the Framework Agreement, the Company and HSBC Institutional Trust Services
(Singapore) Limited as trustee of CCT have agreed that for the three years
ending 11 January 2009, 11 January 2010 and 11 January 2011, the maximum
aggregate annual value to be paid under such leases and licences shall not
exceed SGD70 million (equivalent to approximately USD49 million as at the date
of this announcement). The maximum aggregate annual value has been calculated
based on a significant increase in the rental rate in line with current market
conditions following a recent rent review with CCT, an expansion by the Company
of occupied space during 2007, and projections by the Company of new space that
could be secured between 2008 and 2010. The rental and licence fees will be
paid in cash on a monthly basis with no term of arrangement for payment on a
deferred basis.
Reasons for the Leasing of Premises
The Group is a provider of banking services in Asia (including Singapore),
Africa and the Middle East. CCT which leases the premises to the Group is a
Singapore-listed commercial real estate investment trust which owns and invests
in real estate and real estate-related assets which are income producing and
used, or predominantly used, for commercial purposes. It is managed by
CapitaCommercial Trust Management Limited, an indirect wholly-owned subsidiary
of CapitaLand Limited, one of the largest listed real estate companies in Asia.
As a provider of banking services in Singapore, the Group needs to lease and
obtain licences for premises for use as offices and bank branches. The Directors
(including the independent non-executive Directors) are of the view that the
Leasing of Premises under the Framework Agreement will be conducted in the
ordinary course of business of the Group, are on normal commercial terms, and
are fair and reasonable and in the interests of the shareholders of the Company
as a whole.
Requirements of the Listing Rules
The Leasing of Premises under the Framework Agreement would be treated as
continuing connected transactions under Chapter 14A of the Listing Rules. It is
expected that, with respect to each of the Leasing of Premises, all applicable
ratio tests referred to in Rule 14.07 of the Listing Rules would, on an annual
basis, be less than 2.5 per cent. Accordingly, the Framework Agreement is only
subject to the reporting and announcement requirements set out in Rules 14A.45
to 14A.47 and is exempt from the independent shareholders' approval requirements
of Chapter 14A of the Listing Rules. Details of the Framework Agreement will be
included in the Company's annual reports for the years 2008 to 2010. The Company
will re-comply with Rules 14A.35(3) and (4) of the Listing Rules if the
abovementioned maximum aggregate annual value is exceeded or if the Framework
Agreement is renewed with a material change to its terms.
Principal Business Activities of the Company and CCT
The Company, listed on both the London Stock Exchange and the Hong Kong Stock
Exchange, ranks among the top 25 companies in the FTSE-100 by market
capitalisation. The London-headquartered group has operated for over 150 years
in some of the world's most dynamic markets, leading the way in Asia, Africa and
the Middle East. Its income and the number of employees have more than doubled
over the last five years primarily as a result of organic growth and
supplemented by acquisitions.
Standard Chartered aspires to be the best international bank in its markets by
being the right partner for its stakeholders and leading by example. The Group
now employs over 60,000 people, representing some 100 nationalities, in more
than 1,400 branches located in over 50 countries. The Group generates more than
90 per cent of its profits from Asia, Africa and the Middle East, with balanced
income derived from both Wholesale and Consumer Banking.
CapitaCommercial Trust is Singapore's first commercial real estate investment
trust which owns and invests in real estate and real estate-related assets which
are income producing and used, or predominantly used, for commercial purposes.
Its portfolio comprises nine prime properties in Singapore's Central Business
District and Downtown Core with an asset value of SGD4.7 billion (approximately
USD3.3 billion) as at 30 September 2007. CapitaCommercial Trust is managed by an
external manager, CapitaCommercial Trust Management Limited, which is an
indirect wholly-owned subsidiary of CapitaLand Limited, one of the largest
listed real estate companies in Asia.
Terms Used in this Announcement
'associate' has the meaning given in Chapter 1 of the Listing Rules.
'CapitaCommercial Trust' or CapitaCommercial Trust, a real estate investment trust whose units are listed on
'CCT' the Singapore Exchange Securities Trading Limited.
'Company' Standard Chartered PLC.
'connected person' has the meaning ascribed to it under the Listing Rules.
'connected transactions' and have the meaning given in Chapter 14A of the Listing Rules.
'continuing connected
transactions'
'Directors' directors of the Company.
'Framework Agreement' the agreement entered into by the Company and HSBC Institutional Trust Services
(Singapore) Limited as trustee of CapitaCommercial Trust in relation to the
Leasing of Premises.
'Group' the Company and its subsidiaries.
'Leasing of Premises' leasing of premises (both existing and potential future space) by the Group from
CapitaCommercial Trust for use as offices and bank branches.
'Listing Rules' the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.
'ratio tests' has the meaning given in Chapter 14 of the Listing Rules.
'SGD' Singapore dollars, the lawful currency of Singapore.
'substantial shareholder' has the meaning given in Chapter 1 of the Listing Rules.
'Temasek' Temasek Holdings (Private) Limited.
'USD' US dollars, the lawful currency of the United States of America.
By order of the Board
Annemarie Durbin
Group Company Secretary
Hong Kong, 10 January 2008'
For further details please contact:
Standard Chartered
Stephen Atkinson, Head of Investor Relations
Tel: +44 (0) 20 7280 7245
Stephen.Atkinson@uk.standardchartered.com
Arijit De, Head of Media Relations
Tel: +44 (0) 20 7280 7163
Arijit.De@in.standardchartered.com
This information is provided by RNS
The company news service from the London Stock Exchange