Bond Stanchart PLC 6.409% ( USG84228AT58 ) in USD

Issuer Stanchart PLC
Market price refresh price now   100 %  ▲ 
Country  United Kingdom
ISIN code  USG84228AT58 ( in USD )
Interest rate 6.409% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond Standard Chartered Plc USG84228AT58 en USD 6.409%, maturity Perpetual


Minimal amount 100 000 USD
Total amount 750 000 000 USD
Cusip G84228AT5
Standard & Poor's ( S&P ) rating BB ( Non-investment grade speculative )
Moody's rating N/A
Next Coupon 30/07/2025 ( In 18 days )
Detailed description Standard Chartered PLC is a British multinational banking and financial services company headquartered in London, operating in Asia, Africa, and the Middle East, with a focus on emerging markets.

The Bond issued by Stanchart PLC ( United Kingdom ) , in USD, with the ISIN code USG84228AT58, pays a coupon of 6.409% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by Stanchart PLC ( United Kingdom ) , in USD, with the ISIN code USG84228AT58, was rated BB ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







STANDARD CHARTERED PLC
(incorporated in England and Wales and registered as a public limited company)
$750,000,000
7,500 American Depositary Shares Representing 7,500 Non-Cumulative Redeemable Preference Shares
Initial Offering Price: $100,000 per American Depositary Share
Standard Chartered PLC (``Standard Chartered'' or the ``Company'') is offering 7,500 of dollar-denominated non-cumulative
redeemable preference shares (the ``Preference Shares''), with a nominal value of $5 each, which will be sold in the form of American
Depositary Shares (``ADSs'') evidenced by American Depositary Receipts (``ADRs''). Dividend payments on the paid up amount of
$100,000 per Preference Share will be calculated by reference to a fixed rate of 6.409% per annum until, but excluding, January 30,
2017 and, thereafter, unless redeemed, by reference to a rate of 1.51% per annum plus Three Month LIBOR (as defined herein).
The Preference Shares will be issued fully paid for cash and will rank pari passu inter se and pari passu with the Existing
Preference Shares (as defined herein) (except as to certain powers of the Board of Directors of the Company in relation to the payment
of dividends and other distributions) and in priority to the ordinary shares in the capital of the Company (the ``Ordinary Shares''). The
Preference Shares will be represented by a share warrant to bearer in the form of a single global share warrant to bearer (the ``Global
Preference Share''). The Global Preference Share will be deposited with JPMorgan Chase Bank, N.A., as depositary for the ADRs (the
``Depositary''), or its nominee.
Subject to the limitations, discretions and qualifications set out herein, each Preference Share shall entitle the holder thereof to
receive out of the distributable profits of the Company a non-cumulative preferential dividend, which will accrue from December 8,
2006. Dividends will be payable semi-annually in arrear on January 30 and July 30 of each year commencing July 30, 2007 until
January 30, 2017 (each a ``Semi-Annual Dividend Payment Date''), and thereafter quarterly in arrear on January 30, April 30, July 30
and October 30 of each year (each a ``Quarterly Dividend Payment Date'' and, together with the Semi-Annual Dividend Payment
Dates, the ``Dividend Payment Dates'') to those holders of Preference Shares whose names appear on the register of members of the
Company on the fifteenth calendar day preceding such Dividend Payment Date. In respect of the period from, and including, the Issue
Date to, but excluding, the first Dividend Payment Date, the dividend payable for the Preference Shares will amount to $4,130.24 per
Preference Share. Dividends will accrue and will be payable when, as, and if, declared by the Board (as defined herein) on the paid up
amount of $100,000 per Preference Share.
Subject to the Articles (as defined herein), provisions of applicable law, and to the prior consent of the Financial Services
Authority of the United Kingdom (``FSA'') (if such consent is required, in which case, the FSA may impose conditions on the
redemption) the Company may, at its option, elect to redeem all or part of the Preference Shares on January 30, 2017 and on any
Quarterly Dividend Payment Date falling on or around ten year intervals thereafter (each such date upon which Preference Shares may
be redeemed being a ``Redemption Date''). The amount payable on redemption will be the paid up amount of $100,000 per Preference
Share to be redeemed, plus an amount equal to the accrued but unpaid dividend on that Preference Share in respect of the period
from and including the Dividend Payment Date last preceding the Redemption Date to, but excluding, the Redemption Date. See
``Description of Preference Shares'' for more information.
A summary of the rights attaching to the Preference Shares is set out in ``Description of Preference Shares'' on page 27 of this
Offering Circular.
Prospective investors should consider the factors described under the section entitled ``Risk Factors'' beginning on page 12 of this
Offering Circular.
None of the Preference Shares, ADSs or ADRs has been or will be registered under the Securities Act of 1933, as amended (the
``Securities Act''), or the securities laws of any other United States jurisdiction. The ADSs are being offered in the United States solely to
qualified institutional buyers (``QIBs'') in reliance on Rule 144A under the Securities Act (the ``Rule 144A ADSs'') and outside the United
States in reliance on Regulation S under the Securities Act (the ``Regulation S ADSs'').
None of the Preference Shares, ADSs or ADRs will represent a deposit liability of the Company and none of them will be insured
by the United States Federal Deposit Insurance Corporation or any other governmental agency or compensation scheme in the United
States, the United Kingdom or any other jurisdiction.
The Rule 144A ADSs will be evidenced by a global Rule 144A ADR (the ``Master Rule 144A ADRs'') and the Regulation S
ADSs will be evidenced by a global Regulation S ADR (the ``Master Regulation S ADRs'' and, together with the Master Rule 144A
ADR, the ``Master ADRs''), each of which will be in registered form and deposited on or about the date of issuance with a custodian
for, and registered in the name of, Cede & Co. as a nominee of, The Depository Trust Company (``DTC'').
This document comprises a prospectus relating to Standard Chartered prepared in accordance with the Prospectus Rules of the
FSA made under section 73A of the Financial Services and Markets Act 2000 (the ``FSMA'') and approved by the FSA under section
87A of the FSMA. This document has been filed with the FSA and made available to the public in accordance with Rule 3.2 of the
Prospectus Rules. Application has been made to the FSA in its capacity as competent authority pursuant to Part VI of the FSMA (the
``UK Listing Authority'') for the ADSs to be admitted to the official list of the UK Listing Authority (the ``Official List'') and to the
London Stock Exchange plc (the ``London Stock Exchange'') for such ADSs to be admitted to trading on the London Stock
Exchange's Gilt-Edged and Fixed Interest Market.
References in this Offering Circular to ADSs being ``listed'' and all related references shall mean that such ADSs have been
admitted to trading on the London Stock Exchange's Gilt-Edged and Fixed Interest Market and have been admitted to the Official
List. The London Stock Exchange's Gilt-Edged and Fixed Interest Market is a regulated market for purposes of Directive 93/22/EC
(the ``Investment Services Directive'').
The initial purchasers expect to deliver the ADSs through the facilities of DTC in New York, New York and its direct and
indirect participants, including Euroclear Bank S.A./N.V. as operator of the Euroclear System (``Euroclear'') and Clearstream Banking,
socie´te´ anonyme (``Clearstream, Luxembourg''), on or about December 8, 2006.
Joint Bookrunners and Lead Managers
JPMORGAN
MERRILL LYNCH & CO.
STANDARD CHARTERED BANK
Co-managers
GOLDMAN, SACHS & CO.
MORGAN STANLEY
UBS INVESTMENT BANK
The date of this Offering Circular is December 1, 2006.


Investors should rely only on the information contained in this Offering Circular, including the
documents incorporated by reference herein. The Company, the initial purchasers and their respective
affiliates have not authorized any other person to provide investors with different information. If anyone
provides investors with different or inconsistent information, investors should not rely on it. The
Company, the initial purchasers and their respective affiliates are not making an offer to sell the
securities offered hereby in any jurisdiction where such offer or sale is not permitted. The information
contained in this Offering Circular is accurate only as of the date hereof.
This Offering Circular is being provided to a limited number of institutional and other sophisticated
investors for informational use solely in connection with the consideration of the purchase of the
securities offered hereby pursuant to Rule 144A under the Securities Act (``Rule 144A'') or pursuant to
Regulation S under the Securities Act (``Regulation S''). Its use for any other purpose is not authorized.
It may not be copied or reproduced, in whole or in part, nor may it be distributed or any of its contents
disclosed to anyone other than the prospective investors to whom it is provided.
Each subsequent purchaser of the securities offered hereby will be deemed by its acceptance of
those securities to have made certain acknowledgments, representations and agreements intended to
restrict the resale or other transfer of those securities as set forth in the securities or described in this
Offering Circular and, in connection therewith, may be required to provide confirmation of its compliance
with such resale or other transfer restrictions in certain cases. See ``Notice to Investors''.
Until 40 days after the commencement of this offering, an offer or sale within the United States by
any initial purchaser (whether or not participating in this offering) of the securities initially sold
pursuant to Regulation S may violate the registration requirements of the Securities Act if such offer or
sale is made other than in accordance with Rule 144A under the Securities Act. See ``Notice to
Investors''.
This Offering Circular is not a prospectus for purposes of Section 12(a)(2) or any other provision
of, or rule under, the Securities Act.
The Company accepts responsibility for the information contained in this Offering Circular. The
Company, having taken all reasonable care to ensure that such is the case, confirms that the information
contained in this Offering Circular is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.
No representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the initial purchasers as to the accuracy or completeness of the information
contained in this Offering Circular or any other information provided by the Company in connection with
the issue and offering of the ADSs or their distribution.
This Offering Circular should be read in conjunction with all documents which are incorporated
herein by reference (see ``Incorporation of Information by Reference'' below). This Offering Circular
should be read and construed on the basis that such documents are incorporated in and form part of this
Offering Circular.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Company or the initial purchasers to subscribe for or purchase, any of the ADSs. The distribution of
this Offering Circular and the offering of the ADSs in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Company and the initial
purchasers to inform themselves about and to observe any such restrictions.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY
UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED
THE
ACCURACY
OR
DETERMINED
THE
ADEQUACY
OF
THIS
DOCUMENT.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, A
PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER
AGENT OF A PROSPECTIVE INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS,
WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE
OF THE TRANSACTIONS DESCRIBED IN THIS OFFERING CIRCULAR AND ALL
MATERIALS OF ANY KIND THAT ARE PROVIDED TO THE PROSPECTIVE INVESTOR
RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE (AS SUCH TERMS ARE
DEFINED IN TREASURY REGULATION SECTION 1.6011-4). THIS AUTHORIZATION OF
TAX DISCLOSURE IS RETROACTIVELY EFFECTIVE TO THE COMMENCEMENT OF
2


DISCUSSIONS WITH PROSPECTIVE INVESTORS REGARDING THE TRANSACTIONS
CONTEMPLATED HEREIN.
IN CONNECTION WITH THE ISSUE OF THE ADSs, J.P. MORGAN SECURITIES INC.
(THE
``STABILIZING
MANAGER'')
(OR
PERSONS
ACTING
ON
BEHALF
OF
THE
STABILIZING MANAGER) MAY OVER-ALLOT ADSs (PROVIDED THAT THE NUMBER OF
THE PREFERENCE SHARES REPRESENTED BY ADSs ALLOTTED DOES NOT EXCEED
105% OF THE NUMBER OF THE PREFERENCE SHARES REPRESENTED BY SUCH ADSs)
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
SUCH ADSs AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER,
THERE
IS
NO
ASSURANCE
THAT
THE
STABILIZING
MANAGER
(OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE
ISSUE DATE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE ADSs AND
60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE ADSs.
Notice to New Hampshire Residents
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE
REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT
ANY
DOCUMENT
FILED
UNDER
RSA
421-B
IS
TRUE,
COMPLETE
AND
NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY
OF
STATE
HAS
PASSED
IN
ANY
WAY
UPON
THE
MERITS
OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Available Information
The Company is exempt from the registration requirements of Section 12(g) of the Securities
Exchange Act of 1934, as amended (the ``Exchange Act''), pursuant to Rule 12g3-2(b) thereunder.
The Company will agree in the Deposit Agreement (as defined herein) that if, at any time prior to
the termination of the Deposit Agreement (in the case of the Rule 144A ADSs) or, in the case of the
Regulation S ADSs, during the 40 days after the later of (i) the commencement of the offering of
Regulation S ADSs and the Preference Shares represented thereby and (ii) the completion of the
distribution of such securities (the ``Distribution Compliance Period''), the Company is neither a
reporting company under Section 13 or 15(d) of the Exchange Act nor exempt from reporting
pursuant to Rule 12g3-2(b) under the Exchange Act, the Company will provide to any holder or
beneficial owner of ADSs or of Preference Shares, and to any prospective purchaser of ADSs or of
Preference Shares, upon request of any such holder, beneficial owner or prospective purchaser, the
information required by Rule 144A(d)(4)(i) under the Securities Act and otherwise comply with Rule
144A(d)(4) under the Securities Act.
Forward-Looking Statements
This document contains forward-looking statements. These statements concern, or may affect,
future matters and include matters that are not facts. These may include Standard Chartered's and its
subsidiaries' (collectively, the ``Group'') future strategies, business plans and results, and are based on
the current expectations of the Directors of Standard Chartered. They are subject to a number of
risks and uncertainties that might cause actual results and outcomes to differ materially from
3


expectations outlined in these forward-looking statements. A number of factors could cause actual
results and outcomes to differ materially from those expressed or implied by the forward-looking
statements including, without limitation, regulatory developments, movements in stock markets,
information technology developments, and competitive and general conditions. These and other
factors could adversely affect the outcome and financial effects of the plans and events described
herein. Forward-looking statements contained in this document based on past or current trends or
activities should not be taken as a representation that such trends or activities will continue in the
future.
When used in this Offering Circular, the words ``estimate'', ``project'', ``intend'', ``anticipate'',
``believe'', ``expect'', ``should'' and similar expressions, as they relate to the Group and its
management, are intended to identify such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The Group does not undertake any obligation to publicly release the result of any revisions to these
forward-looking statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
Enforcement of Liabilities; Service of Process
The Company is incorporated in England and Wales and registered as a public limited company
and all or a substantial portion of its assets are located outside the United States. In addition, most
of its directors and officers reside outside of the United States, and the majority of the assets of such
persons are or may be located outside the United States. As a result, it may be difficult for investors
to effect service of process in the United States upon the Company or such persons, or to enforce
against the Company or such persons judgments obtained in courts of the United States predicated
upon the laws of jurisdictions other than England, including the civil liability provisions of the United
States federal or state securities laws. There is doubt as to the enforceability in the United Kingdom
in original actions or in actions for the enforcement of judgments of US courts, of civil liabilities
predicated upon the federal securities laws of the United States.
Presentation of Financial and Other Information
Certain financial and other information with respect to the Group is set forth in the following
annexes, which form an integral part of this Offering Circular:
1.
Annex A ­ The section entitled ``Financial Review'' from the Interim Report of the Group as of
and for the six months ended June 30, 2006 and including comparative figures as of and for the
six months ended June 30, 2005 (the ``2006 Interim Report'');
2.
Annex B ­ The section entitled ``Financial Review'' from the Annual Report and Accounts of
the Group as of and for the year ended December 31, 2005 (the ``2005 Annual Report'');
3.
Annex C ­ The section entitled ``Financial Review'' from the Annual Report and Accounts of
the Group as of and for the year ended December 31, 2004 (the ``2004 Annual Report'');
4.
Annex D ­ Unaudited condensed consolidated interim financial statements of the Group as of
and for the six months ended June 30, 2006 and including comparative figures as of and for the
six months ended June 30, 2005;
5.
Annex E ­ The independent auditor's report, audited consolidated financial statements of the
Group as of and for the year ended December 31, 2005, prepared in accordance with
international financial reporting standards as adopted by the European Union (``IFRS''), and
including restated comparative figures as of and for the year ended December 31, 2004, and
unaudited supplemental financial information as of and for the years ended December 31, 2005
and 2004; and
6.
Annex F ­ The independent auditor's report, audited consolidated financial statements of the
Group as of and for the year ended December 31, 2004, prepared in accordance with generally
accepted accounting principles in the United Kingdom (``UK GAAP''), and including
comparative figures as of and for the years ended December 31, 2003, and unaudited
supplemental financial information as of and for the years ended December 31, 2004 and 2003.
4


The Group has adopted US dollars as the currency in which it reports its accounts and financial
statements. Since most of the Group's business is conducted in US dollars or currencies linked to the
US dollar, it is considered most appropriate for the Group to prepare its financial statements in
US dollars. Unless another currency is specified, the word ``dollar'' or symbol ``$'' in this Offering
Circular means a United States dollar and the word ``cent'' or symbol ``¢'' means one-hundredth of
one United States dollar.
Incorporation of Information by Reference
This Offering Circular should be read and construed in conjunction with the sections entitled
``Directors Remuneration Report'', and ``Statement of Directors' Responsibilities in respect of the
Annual Report and the Financial Statements'' from the 2004 Annual Report, the sections entitled
``Board of Directors'', ``Senior Management'', ``Report of the Directors'', ``Corporate Governance'',
``Directors Remuneration Report'', and ``Statement of Directors' Responsibilities in respect of the
Annual Report and the Financial Statements'' from the 2005 Annual Report, the Company's
announcement on February 28, 2006 that Ho Kwon Ping would retire as a non-executive director of
the Company with effect from May 4, 2006, the Company's announcement on July 5, 2006 that Lord
Turner of Ecchinswell had been appointed as an independent non-executive director of the Company
with effect from August 1, 2006, the Company's announcement on November 20, 2006 that Bryan
Kaye Sanderson has retired as chairman of the Board of Directors of the Company and that Evan
Mervyn Davies has been appointed as non-executive chairman of the Board of Directors of the
Company and the Company's announcement on November 20, 2006 that responsibility for Risk and
Special Assets Management will move from Peter Sands to Kai Nargolwala, an executive director of
the Company. Such sections of the 2004 Annual Report and the 2005 Annual Report and such
announcements shall be deemed to be incorporated in, and form part of, this Offering Circular,
except that any statement contained therein (other than the statements in the ``Statement of Directors'
Responsibilities in respect of the Annual Report and the Financial Statements'' and the information
in the ``Directors Remuneration Report'' that is described as having been audited, in each case from
the 2005 and 2004 Annual Reports) shall be deemed to be modified or superseded for the purpose of
this Offering Circular to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Offering Circular. Any information incorporated by reference within the 2004 Annual Report or the
2005 Annual Report that is not specifically incorporated by reference above does not form part of
this Offering Circular.
Copies of the 2004 Annual Report, the 2005 Annual Report and the announcements referred to
in the preceding paragraph may be obtained from the Company at its registered office and are
available
free
of
charge
on
or
through
the
Company's
internet
website
at
http://
www.standardchartered.com. See ``General Information'' for more information.
Other than the sections of the 2004 Annual Report and the 2005 Annual Report specifically
incorporated by reference in this Offering Circular and the sections of the 2006 Interim Report, 2005
Annual Report and 2004 Annual Report specifically included in the annexes to this Offering Circular
as described in ``Presentation of Financial and Other Information'', such documents do not form part
of this Offering Circular and the contents of the Company's internet website do not form part of this
Offering Circular and, in each case, should not be relied upon for purposes of forming an investment
decision with respect to the ADSs and the Preference Shares.
Introduction of IFRS
The Group's audited consolidated financial statements as of and for the year ended December
31, 2005, including the notes thereto and including restated comparative figures as of and for the year
ended December 31, 2004, as set forth in Annex E to this Offering Circular, and the Group's
unaudited condensed consolidated interim financial statements as of and for the six months ended
June 30, 2006 and including comparative figures as of and for the six months ended June 30, 2005, as
set forth in Annex D to this Offering Circular, have been prepared in accordance with IFRS.
Consolidated financial statements as of and for the year ended December 31, 2004, including the
5


notes thereto and including comparative figures as of and for the year ended December 31, 2003, as
set forth in Annex F to this Offering Circular, were prepared in accordance with UK GAAP. IFRS
and UK GAAP differ in various material respects from each other and from generally accepted
accounting principles in the United States (``US GAAP''). See ``Description of Certain Differences
Between IFRS and US GAAP'' in this Offering Circular and note 55 to the Group's audited
consolidated financial statements as of and for the year ended December 31, 2005 in Annex E to this
Offering Circular.
The Group prepared its financial statements in accordance with IFRS for the first time in
connection with the preparation of the 2005 Annual Report and consequently applied IFRS 1. The
2005 Annual Report includes comparative amounts for the year ended December 31, 2004 that have
been restated in accordance with IFRS. However, it should be noted that IFRS 1 includes specific
transitional provisions for International Accounting Standard 32, `Financial Instruments, Disclosure
and Presentation' (``IAS 32'') and International Accounting Standard 39, `Financial Instruments ­
Recognition and Measurement' (``IAS 39'') and the Group has taken advantage of these transitional
arrangements by not restating corresponding comparative amounts as of and for the year ended
December 31, 2004 in accordance with IAS 32 and IAS 39. Accordingly, such comparative amounts
are significantly different from the amounts reported in respect of 2005. IAS 32 and IAS 39 were
adopted by the Group on January 1, 2005 and adjustments required to adopt IAS 32 and 39 are set
out in note 55 to the Group's audited consolidated financial statements as of and for the year ended
December 31, 2005 in Annex E to this Offering Circular.
6


Table of Contents
Page
KEY FEATURES OF THE OFFERING .............................................................................
8
RISK FACTORS ....................................................................................................................
12
SELECTED CONSOLIDATED FINANCIAL INFORMATION .......................................
18
CAPITALIZATION AND INDEBTEDNESS ......................................................................
21
USE OF PROCEEDS .............................................................................................................
23
DESCRIPTION OF THE COMPANY..................................................................................
24
DESCRIPTION OF PREFERENCE SHARES.....................................................................
27
DESCRIPTION OF AMERICAN DEPOSITARY SHARES ..............................................
35
TAXATION ............................................................................................................................
44
ERISA CONSIDERATIONS .................................................................................................
49
UNDERWRITING .................................................................................................................
50
NOTICE TO INVESTORS.....................................................................................................
51
ADDITIONAL SELLING RESTRICTIONS........................................................................
55
LEGAL MATTERS ................................................................................................................
56
INDEPENDENT AUDITOR.................................................................................................
57
DESCRIPTION OF CERTAIN DIFFERENCES BETWEEN IFRS AND US GAAP......
58
GENERAL INFORMATION ................................................................................................
64
ANNEX A ­ 2006 INTERIM FINANCIAL REVIEW ........................................................
A-1
ANNEX B ­ 2005 FINANCIAL REVIEW ...........................................................................
B-1
ANNEX C ­ 2004 FINANCIAL REVIEW ...........................................................................
C-1
ANNEX D ­ UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2006 ......
D-1
ANNEX E ­ AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND
FOR THE YEAR ENDED DECEMBER 31, 2005 ..........................................................
E-1
ANNEX F ­ AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF AND
FOR THE YEAR ENDED DECEMBER 31, 2004 ..........................................................
F-1
7


Key Features of the Offering
The following section is qualified in its entirety by the more detailed information included
elsewhere in this Offering Circular. Capitalized terms used but not defined in this section shall bear
the respective meanings assigned to them under ``Description of Preference Shares'' and
``Description of American Depositary Shares''. Prospective investors should also consider carefully,
among other things, the factors set out under ``Risk Factors''.
Issuer..........................................
Standard Chartered PLC.
Offering .....................................
7,500 ADSs representing 7,500 Preference Shares. The ADSs are
being offered by the Company in the United States to QIBs in
reliance on Rule 144A under the Securities Act and outside the
United States in reliance on Regulation S under the Securities Act.
Maturity.....................................
The ADSs and the Preference Shares will be perpetual.
The ADSs and ADRs ................
Each ADS will represent one Preference Share, and an ADR is a
physical certificate evidencing a specified number of ADSs. The Rule
144A ADSs and the Regulation S ADSs will be evidenced by the
Master ADRs, each of which will be in registered form and deposited
on or about the Issue Date with a custodian for, and registered in the
name of, Cede & Co. as a nominee of DTC.
The Preference Shares ...............
Non-cumulative callable dollar preference shares which entitle the
holder thereof to the rights specified herein, as described under
``Description of Preference Shares''.
The Preference Shares will have a nominal value of $5 each and will
be issued at a premium of $99,995 fully paid for cash (such that the
total paid up amount of each Preference Share will be $100,000). The
Preference Shares will rank pari passu inter se and pari passu with the
Existing Preference Shares (except as to certain powers of the Board
in relation to payment of dividends and other distributions) and in
priority to the Ordinary Shares.
The Preference Shares will be represented by a share warrant to
bearer and will be in the form of a single global warrant to bearer.
The Global Preference Share will be deposited with the Depositary or
its nominee. Title to Preference Shares represented by a share
warrant to bearer will pass by delivery of the relevant bearer share
warrant without any written transfer and without registration.
Use of Proceeds .........................
The net proceeds from the sale of the ADSs, less the underwriting
compensation and expenses payable by the Company, are estimated
to be approximately $743,337,500. The proceeds will be used by the
Company for the general business purposes of the Group, which may
include acquisitions.
Initial Offering Price and Paid
Up Amount ................................
$100,000 per ADS.
Issue Date ..................................
December 8, 2006.
Dividends....................................
Dividend payments on the paid up amount of $100,000 per
Preference Share will be calculated in respect of the relevant
Dividend Period at the rate of 6.409% per annum from, and
including, the Issue Date to, but excluding, January 30, 2017 (the
``Fixed Rate Dividend Period'') and thereafter (the ``Floating Rate
Dividend Period''), unless redeemed, at the rate of 1.51% per annum
plus Three Month LIBOR (as defined herein).
Dividend Restriction...................
If any dividend on the Preference Shares is not paid in full on a
Dividend Payment Date (the ``Relevant Dividend Payment Date''),
the Dividend Restriction shall apply. The Dividend Restriction
means that (1) the Company shall not declare or pay a dividend on its
Ordinary Shares for a one year period commencing on the Relevant
Dividend Payment Date; (2) the Company shall not, and shall
procure that Standard Chartered Bank shall not, declare, pay or
distribute any interest, any dividend or other payment on any of its
8


then issued Tier 1 Capital (other than the Existing Preference Shares
and certain intra-group exceptions which are more particularly
described in ``Description of the Preference Shares'' on page 27) or
make any payment on a Tier 1 Guarantee; and (3) the Company shall
procure that no payment is made by any subsidiary of the Company
on any security benefiting from a Tier 1 Guarantee, subject, in each
case, to the exceptions described in ``Description of the Preference
Shares''. The periods for which the restrictions set out in (2) and (3)
shall apply are as follows: where the relevant Tier 1 Capital (or, in the
case of a payment on a Tier 1 Guarantee, the Tier 1 Capital to which
that Tier 1 Guarantee relates) pays interest, dividends or other
payments (x) quarterly or more frequently, for a period of six
calendar months commencing on the Relevant Dividend Payment
Date if the Relevant Dividend Payment Date is on or before the
Dividend Payment Date on January 30, 2017; and thereafter for a
period of three calendar months commencing on the Relevant
Dividend Payment Date; (y) semi-annually, for a period of six
calendar months commencing on the Relevant Dividend Payment
Date; and (z) in any other case, for a period of one year commencing
on the Relevant Dividend Payment Date.
Holders of Preference Shares will have no claim in respect of
non-payment of dividends.
Redemption Restriction ..............
On any Relevant Dividend Payment Date, the Redemption
Restriction shall apply. The Redemption Restriction means that
(without the written consent of a majority in nominal value of, or the
sanction of an extraordinary resolution passed at a separate general
meeting of, the holders of the Preference Shares) (1) the Company
shall not redeem, reduce, purchase or otherwise acquire for any
consideration any of its Ordinary Shares; (2) the Company shall not,
and shall procure that Standard Chartered Bank shall not, redeem,
purchase or otherwise acquire for consideration any of its Tier
1 Capital; and (3) the Company shall procure that no subsidiary of
the Company redeems, purchases or otherwise acquires for
consideration any security benefiting from a Tier 1 Guarantee. The
restrictions set out in (1), (2) and (3) shall, in each case, apply for a
one year period commencing on the Relevant Dividend Payment
Date.
Dividend Payment Dates............
The Company will pay dividends semi-annually in arrear on each
Semi-Annual Dividend Payment Date commencing July 30, 2007
until January 30, 2017 and thereafter quarterly in arrear on each
Quarterly Dividend Payment Date to those holders of Preference
Shares whose names appear on the register of members of the
Company on the fifteenth calendar day preceding such Semi-Annual
Dividend Payment or Quarterly Dividend Payment Date, as the case
may be.
Limitations on Payment in
Respect of Dividends..................
Dividends are non-cumulative and are payable at the discretion of
the Board. The Board is not permitted to pay dividends on the
Preference Shares if, in its opinion, such payment would exceed
available
distributable
profits
or
breach
capital
adequacy
requirements applicable to the Company or any subsidiary or
associated undertaking of the Company.
Redemption ................................
Subject to the Articles, provisions of applicable law and to the prior
consent of the FSA (if such consent is required, in which case, the
FSA may impose conditions on the redemption), the Company may,
at its option, redeem the Preference Shares in whole or in part on
January 30, 2017 and on any Quarterly Dividend Payment Date
falling on or around ten year intervals thereafter (each such date
upon
which
Preference
Shares
may
be
redeemed
being
a
9


``Redemption Date''). The amount payable on redemption will be the
paid up amount of $100,000 per Preference Share to be redeemed,
plus an amount equal to the accrued but unpaid dividend on that
Preference Share in respect of the period from and including the
Dividend Payment Date last preceding the Redemption Date to, but
excluding, the Redemption Date, but only to the extent that any such
amount was, or would have been, payable as a cash dividend.
Rights upon Liquidation.............
On a winding-up or other return of capital (other than a redemption,
reduction or repurchase of shares), the holders of the Preference
Shares will rank in the application of the assets of the Company
available to shareholders (1) in priority to any payment to the holders
of Ordinary Shares, (2) equally in all respects with the holders of the
Existing Preference Shares and (3) in priority to or equally in all
respects with the holders of any other class of shares in issue, unless a
new class of shares is issued by the Company which ranks in priority
to the Preference Shares. Any such issuance is subject to a vote of the
Preference Share holders as set forth in ``Description of Preference
Shares -- Voting''.
Subject to such ranking, in such event holders of the Preference
Shares will be entitled to an amount equal to the aggregate of (1) the
paid up amount of $100,000 per Preference Share plus (2) any
dividends accrued for the then current Dividend Period to the date of
the commencement of the winding-up or other return of capital, but
only to the extent that any such amount was, or would have been,
payable as a cash dividend plus (3) any dividends resolved to be paid
on or after the date of the commencement of the winding-up or other
return of capital in respect of a Dividend Period ending on or before
such date.
Substitution ................................
Subject to the Articles, the provisions of the Companies Act and all
other laws and regulations applying to the Company and to the prior
consent of the FSA (if such consent is required, in which case, the
FSA may impose conditions on the redemption or substitution), the
Company may substitute the Preferences Shares in whole, but not in
part, with Qualifying Non-Innovative Tier 1 Securities (as defined in
``Description of Preference Shares ­ Substitution'') on any Dividend
Payment Date without any requirement for consent or approval of
the holders of the Preference Shares. Upon such substitution, the
proceeds of redemption of the Preference Shares shall be mandatorily
applied to the subscription or purchase of the Qualifying
Non-Innovative Tier 1 Securities so issued.
If the Company substitutes the Preference Shares with Qualifying
Non-Innovative Tier 1 Securities, the United States federal income
tax consequences are uncertain, because such consequences will
depend on all of the terms and conditions of such Qualifying
Non-Innovative Tier 1 Securities, but in certain cases a United States
holder will recognize gain or loss for United States federal income tax
purposes on such a substitution even if no cash is actually distributed
in respect of such substitution. Prospective holders should refer to the
section entitled ``Certain United States Federal Income Tax
Consequences ­ Substitution''. Prospective holders should consult
with their own tax advisor about the potential tax consequences to them
of a substitution and of acquiring, holding, and disposing of Qualifying
Non-Innovative Tier 1 Securities.
Voting Rights .............................
Holders of Preference Shares will only be entitled to vote at general
meetings of the Company where (1) the rights of holders of the
Preference Shares may be varied or abrogated, or (2) the most
recently payable dividend on the Preference Shares has not been paid
in full.
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