Obligation Stanchart PLC 7.5% ( USG84228CQ91 ) en USD

Stanchart PLC

100 % ▼

Royaume-uni

USG84228CQ91 ( en USD )

7.5% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Standard Chartered Plc USG84228CQ91 en USD 7.5%, échue

200 000 USD

2 000 000 000 USD

G84228CQ9

BB- ( Spéculatif )

N/A

Standard Chartered PLC est une banque multinationale britannique qui opère principalement en Asie, en Afrique et au Moyen-Orient, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Stanchart PLC ( Royaume-uni ) , en USD, avec le code ISIN USG84228CQ91, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Stanchart PLC ( Royaume-uni ) , en USD, avec le code ISIN USG84228CQ91, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this document.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered,
sold or delivered in the United States, as defined in Regulation S under the Securities Act, and may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, except
pursuant to registration or an exemption from the registration requirements under the Securities Act. No public
offering of the Securities will be made in the United States.

STANDARD CHARTERED PLC

(Incorporated as a public limited company in England and Wales with registered number 966425)
(Stock Code: 02888)

Issuance of U.S.$2,000,000,000 Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities
Standard Chartered PLC (the "Company") intends to issue U.S.$2,000,000,000 Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN US853254BA77
(Restricted Global Certificates) and USG84228CQ91 (Unrestricted Global Certificates) and CUSIP
853254 BA7 (Restricted Global Certificates) and G84228 CQ9 (Unrestricted Global Certificates))
(the "Securities") on 18 August 2016 (the "Issue Date").
Application has been made to The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock
Exchange") for the listing of, and permission to deal in, the Securities as a debt issue to
professional investors (as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws
of Hong Kong)) only on the Main Board of the Hong Kong Stock Exchange. Application has also
been made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the
Ordinary Shares to be issued upon any Conversion of the Securities. The denominations of the
Securities will be U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The
Securities will be subject to the terms and conditions (the "Terms and Conditions" or
"Condition(s)") set out in the offering circular dated 12 August 2016 relating to the Securities (the
"Offering Circular").
The Structuring Adviser in respect of the issue of the Securities is Standard Chartered Bank and
the Joint Lead Managers in respect of the issue of the Securities are Deutsche Bank Securities
Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Société Générale,
Standard Chartered Bank and UBS Securities LLC (the "Joint Lead Managers"). The Co-
Managers in respect of the issue of the Securities are ABN AMRO Securities (USA) LLC, Banco
Bilbao Vizcaya Argentaria, S.A., Commerz Markets LLC, Emirates NBD PJSC, Maybank
Investment Bank Berhad, Natixis Securities Americas LLC, QNB Capital LLC, RBS Capital
Markets, LLC and United Overseas Bank Limited (the "Co-Managers", and together with the
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Joint Lead Managers, the "Managers").
Standard Chartered PLC
Registered Office and Group Head Office:
1 Basinghall Avenue
London EC2V 5DD
United Kingdom
Incorporated in England with limited liability. Registered in England: number 966425
Subscription Agreement
The Company and the Managers have entered into a Subscription Agreement dated 12 August
2016 (the "Issue Agreement Date") in relation to the Securities (the "Subscription Agreement").
Pursuant to the Subscription Agreement, each of the Managers has agreed severally (and not
jointly) to subscribe and pay for the Securities to be issued by the Company on the Issue Date in
an aggregate principal amount of U.S.$ 2,000,000,000.
Conditions precedent to the Subscription Agreement
The Managers' obligations to subscribe and pay for the Securities are subject to the satisfaction
of a number of conditions, including:
(1)
the truth and correctness of representations and warranties of the Company in all
material respects contained in the Subscription Agreement as at the Issue Agreement
Date and on the Issue Date;
(2)
there having been, since the Issue Agreement Date, no adverse change (nor any
development involving a prospective adverse change of which the Company is, or
might reasonably be expected to be, aware) in the financial or trading position or
prospects of the Company or of the Group (as defined below), respectively which is or
would be material in the context of the issue of the Securities;
(3)
there having been, since the Issue Agreement Date, no circumstances such as to
prevent or to a material extent restrict payment for the Securities in the manner
contemplated by the Subscription Agreement or to a material extent prevent or restrict
settlement of transactions in the Securities in the market or otherwise, or no change
in national or international political, legal, tax or regulatory conditions or no calamity or
emergency which has, in the reasonable opinion of the Joint Lead Managers (on behalf
of the Managers) (after prior consultation with the Company if practicable), caused a
substantial deterioration in the price and/or value of the Securities to be issued;
(4)
the Company having been permitted to issue the Securities under, and having
complied with, and the Securities complying with, all relevant laws and directives and
all consents and approvals of any court, governmental department or other regulatory
body which are required for the Securities to be issued and for the performance of their
terms and the terms of the trust deed and agency agreement having been obtained
(including, without limitation, the Prudential Regulation Authority's non-objection to the
issue, on the basis of the Conditions, of the Securities as additional tier 1 capital of the
Company);
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(5)
the Securities being eligible for clearance and settlement through The Depository Trust
Company ("DTC"); and
(6)
the Hong Kong Stock Exchange having agreed to list the Securities on the Main Board
of the Hong Kong Stock Exchange, subject only to the issue of the Certificates (as
defined below).
Except for condition (6), the above conditions may be waived in whole or in part by the Joint Lead
Managers (on behalf of the Managers).
Subscribers
The Company intends to offer and sell the Securities to no less than six independent placees (who
will be independent individual, corporate and/or institutional investors). To the best of the Directors'
knowledge, information and belief, each of the placees (and their respective ultimate beneficial
owners) will be third parties independent of the Company and are not connected persons (as
defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Hong Kong Listing Rules")) of the Company.
Principal terms of the Securities
The principal terms of the Securities are summarised as follows. Capitalised terms used in this
announcement but not defined have the meaning set out in the Offering Circular.
The following is a summary of, and is qualified by, the more detailed information set out in the
Offering Circular to be published in connection with the Securities. Any decision to invest in the
Securities should be based on a consideration of the Offering Circular as a whole, including the
documents incorporated by reference therein.
Issuer
Standard Chartered PLC
Group
The Company and its Subsidiaries.
For these purposes:
"Subsidiaries" has the meaning given to it in Section 1159 of
the United Kingdom Companies Act 2006.
Description of the Company
The Company is the ultimate holding company of the Group,
an international banking and financial services group
particularly focused on the markets of Asia, Africa and the
Middle East.
Description of the Securities U.S.$2,000,000,000 Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities.
Issue Date
18 August 2016.
Perpetual Securities
The Securities are perpetual securities and have no fixed
maturity or fixed redemption date.
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Issue Price
100.00 per cent.
Initial Fixed Interest Rate
The Securities bear interest in respect of the period from (and
including) the Issue Date to (but excluding) 2 April 2022 at a
fixed rate of 7.50 per cent. per annum, being (i) the interpolated
mid-market swap rate for U.S. Dollar swap transactions in
respect of the period from (and including) the Issue Date to (but
excluding) 2 April 2022 determined on 11 August 2016 plus (ii)
the Margin.
Reset Dates
2 April 2022 (the "First Reset Date") and each date falling five,
or an integral multiple of five, years after the First Reset Date.
Reset Rate of Interest
The Interest Rate will be reset on each Reset Date. From (and
including) each Reset Date to (but excluding) the next
following Reset Date, the Interest Rate will be a fixed rate
equal to the then applicable Reset Reference Rate plus the
Margin.
Margin
6.301 per cent. per annum, being the initial credit spread on the
Securities.
Interest Payment Dates
Subject as provided herein, interest on the Securities will be
payable semi-annually in arrear on 2 April and 2 October in
each year, commencing on 2 April 2017.
Cancellation of Interest
If the Company does not make an Interest Payment or part
Payments
thereof on the relevant Interest Payment Date, such non-
payment shall evidence:
(i)
the non-payment and cancellation of such Interest
Payment (or relevant part thereof) by reason of it not
being due in accordance with the provisions described
under "Solvency Condition" below;
(ii)
the cancellation of such Interest Payment (or relevant
part thereof) in accordance with the provisions
described under "Restrictions on Interest Payments"
below;
(iii)
the cancellation of such Interest Payment (or relevant
part thereof) in accordance with Condition 7(c); or as
appropriate;

(iv)
the Company's exercise of its discretion otherwise to
cancel such Interest Payment (or relevant part thereof)
as described under "Interest Payments Discretionary"
below,
and accordingly such interest shall not in any such case be
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due and payable.
Interest Payments
Interest on the Securities is due and payable only at the sole
Discretionary
and absolute discretion of the Company, subject to additional
restrictions set out in the Terms and Conditions. Accordingly,
the Company may at any time elect to cancel any Interest
Payment (or part thereof) which would otherwise be payable
on any Interest Payment Date.
Restrictions on Interest
The Company shall cancel any Interest Payment (or, as
Payments
appropriate, part thereof) on the Securities in respect of any
Interest Payment Date to the extent that the Company has an
amount of distributable items on such Interest Payment Date
that is less than the sum of (i) all payments (other than
redemption payments which do not reduce distributable items)
made or declared by the Company since the end of the last
financial year of the Company and prior to such Interest
Payment Date on or in respect of any parity securities, the
Securities and any junior securities and (ii) all payments (other
than redemption payments which do not reduce distributable
items) payable by the Company (and not cancelled or deemed
cancelled) on such Interest Payment Date (x) on the Securities
(including any Additional Amounts which would be payable by
the Company in respect of the Interest Payment payable on
such Interest Payment Date if such Interest Payment were not
cancelled or deemed cancelled) and (y) on or in respect of any
parity securities or any junior securities, in the case of each of
(i) and (ii), excluding any payments already accounted for in
determining the distributable items of the Company.
Solvency Condition
Other than in a winding-up or administration of the Company or
in relation to the cash component of any Conversion Shares
Offer Consideration, all payments in respect of or arising from
(including any damages for breach of any obligations under)
the Securities are conditional upon the Company being solvent
at the time of payment by the Company and no principal,
interest or other amount shall be due and payable in respect of
or arising from the Securities except to the extent that the
Company could make such payment and still be solvent
immediately thereafter.
The Company shall, for these purposes, be considered to be
solvent if both (x) it is able to pay its debts owed to its senior
creditors as they fall due and (y) its assets exceed its liabilities.

For these purposes:
"Conversion Shares Offer Consideration" means in respect
of each Security and as determined by the Conversion
Calculation Agent: (i) if all of the Ordinary Shares to be issued
and delivered on Conversion are sold in the Conversion
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Shares Offer, the pro rata share of the cash proceeds from the
sale of such Ordinary Shares attributable to such Security
translated, if necessary, into U.S. Dollars at the Prevailing Rate
on the date specified by the Company (less any foreign
exchange transaction costs) (rounded down if necessary to the
nearest whole multiple of U.S. $0.01), (ii) if some but not all of
such Ordinary Shares are sold in the Conversion Shares Offer,
(x) the pro rata share of the cash proceeds from the sale of
such Ordinary Shares attributable to such Security translated,
if necessary, into U.S. Dollars at the Prevailing Rate on the
date specified by the Company (less any foreign exchange
transaction costs) (rounded down if necessary to the nearest
whole multiple of U.S. $0.01) and (y) the pro rata share of such
Ordinary Shares not sold pursuant to the Conversion Shares
Offer attributable to such Security rounded down to the nearest
whole number of Ordinary Shares, and (iii) if no Ordinary
Shares are sold in a Conversion Shares Offer, the relevant
Ordinary Shares attributable to such Security rounded down to
the nearest whole number of Ordinary Shares, subject in the
case of (i) and (ii)(x) above to deduction from any such cash
proceeds of an amount equal to the pro rata share of any
stamp duty, stamp duty reserve tax, or any other capital, issue,
transfer, registration, financial transaction or documentary tax
that may arise or be paid as a consequence of the transfer of
any interest in such Ordinary Shares to the Conversion Shares
Depositary as a consequence of the Conversion Shares Offer.
Status
The Securities will constitute direct, unsecured and
subordinated obligations of the Company, and will rank pari
passu and without any preference among themselves.
If:
(a)
an order is made, or an effective resolution is passed
for the winding-up of the Company (subject to certain
exceptions as set out in the Terms and Conditions); or
(b)
an administrator of the Company is appointed and
such administrator declares, or gives notice that it
intends to declare and distribute a dividend,
then,
(1) if such events specified in (a) or (b) above occur before the
date on which a Conversion Trigger Event occurs, there shall
be payable by the Company in respect of each Security (in lieu
of any other payment by the Company) such amount, if any, as
would have been payable to a Holder of such Security if, on the
day preceding the commencement of such winding-up or
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administration and thereafter, such Holder were the holder of
one of a class of preference shares in the capital of the
Company ("Notional Preference Shares") ranking in priority to
the holders of the Ordinary Shares, having an equal right to a
return of assets in such winding-up or administration to, and so
ranking pari passu with, the holders of the Existing Preference
Shares (if any remain outstanding) and the holders of any
securities of the Company ranking or expressed to rank pari
passu with any of the Existing Preference Shares or the
Securities in such winding-up or administration, and ranking in
priority to the holders of any other class of shares in issue or
deemed to be in issue for the time being in the capital of the
Company but ranking junior to the holders of any shares which
may be issued or deemed to be issued by the Company which,
by their terms, rank in priority to the Notional Preference
Shares in such winding-up or administration, and ranking junior
to the claims of senior creditors, and on the assumption that
the amount that such holder was entitled to receive in respect
of each Notional Preference Share, on a return of assets in
such winding-up or such administration, were an amount equal
to the principal amount of the relevant Security together with,
to the extent not otherwise included within the foregoing, any
other amounts attributable to the Security, including any
accrued but unpaid interest thereon (to the extent not
cancelled) and any damages awarded for breach of any
obligations; and
(2) if such events specified in (a) or (b) above occur on or after
the date on which a Conversion Trigger Event occurs but the
relevant Ordinary Shares to be issued and delivered to the
Conversion Shares Depositary on Conversion in accordance
with Condition 7 have not been so delivered, there shall be
payable by the Company in respect of each Security (in lieu of
any other payment by the Company) such amount, if any, as
would have been payable to the Holder of such Security if, on
the day preceding the commencement of the winding-up or
administration and thereafter, such Holder were the holder of
such number of Ordinary Shares as that Holder would have
been entitled to receive on Conversion.
Optional Redemption
Subject to certain conditions, the Company may, at its option,
redeem the Securities, in whole but not in part, on any Reset
Date at 100 per cent. of their principal amount, together with
any accrued but unpaid interest (which excludes any interest
cancelled or deemed cancelled as described above) to (but
excluding) the date fixed for redemption.
Early Redemption due to a Subject to certain conditions, if at any time a Capital
Capital Disqualification Event
Disqualification Event has occurred, the Company may, at its
option, redeem the Securities, in whole but not in part, on any
date at 100 per cent. of their principal amount, together with
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any accrued but unpaid interest (which excludes any interest
cancelled or deemed cancelled as described above) to (but
excluding) the date fixed for redemption.
Early Redemption due to a Subject to certain conditions, if at any time a Tax Event has
Tax Event
occurred, the Company may, at its option, redeem the
Securities, in whole but not in part, on any date at 100 per cent.
of their principal amount, together with any accrued but unpaid
interest (which excludes any interest cancelled or deemed
cancelled as described above) to (but excluding) the date fixed
for redemption.
Purchase
Subject to certain conditions, the Company (or any Subsidiary
of the Company) or any holding company of the Company or
any other Subsidiary of such holding company may, at any
time, purchase or procure others to purchase beneficially for
its account Securities in any manner and at any price.
Conditions to Redemption or
Any redemption or purchase of the Securities by or on behalf
Purchase
of the Company or its Subsidiaries is subject to:
(i)
the Company giving notice to the Relevant Regulator
and the Relevant Regulator granting permission (or, as
applicable, not making any objection) to the Company
to redeem or purchase the relevant Securities (in each
case to the extent, and in the manner, required by the
relevant Capital Regulations) and to such redemption or
purchase not being prohibited by CRD IV;
(ii)
in respect of any redemption proposed to be made prior
to the fifth anniversary of the Issue Date, if and to the
extent then required under the Capital Regulations (A)
in the case of redemption following the occurrence of a
Tax Event, the Company having demonstrated to the
satisfaction of the Relevant Regulator that the relevant
change or event is material and was not reasonably
foreseeable by the Company as at the Issue Date or (B)
in the case of redemption following the occurrence of a
Capital Disqualification Event, the Company having
demonstrated to the satisfaction of the Relevant
Regulator that the relevant change was not reasonably
foreseeable by the Company as at the Issue Date;
(iii)
in the case of any redemption of the Securities, the
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Company being solvent (as described in the Terms and
Conditions) both immediately prior to and immediately
following such redemption;
(iv)
in the case of any redemption of the Securities, no
Conversion Trigger Notice having been given; and
(v)
compliance by the Company with any alternative or
additional pre-conditions to redemption or purchase, as
applicable, set out in the relevant Capital Regulations
for the time being.
For these purposes:
"Capital Regulations" means, at any time, the laws,
regulations, requirements, standards, guidelines and policies
relating to capital adequacy (including, without limitation, as to
leverage) for credit institutions then in effect in the United
Kingdom including, without limitation to the generality of the
foregoing, any delegated or implementing acts (such as
regulatory technical standards) adopted by the European
Commission and any regulations, requirements, guidelines and
policies relating to capital adequacy adopted by the Relevant
Regulator from time to time (whether or not such requirement,
guidelines or policies are applied generally or specifically to the
Company or to the Company and its Subsidiaries).
"CRD IV" refers to the legislative package consisting of
Directive 2013/36/EU on access to the activity of credit
institutions and the prudential supervision of credit institutions
and investment firms (the "CRD IV Directive") and Regulation
(EU) No. 575/2013 on prudential requirements for credit
institutions and investment firms of the European Parliament
and of the Council of 26 June 2013 (the "CRD IV Regulation").
"Relevant Regulator" refers to the United Kingdom Prudential
Regulation Authority or the then relevant regulatory body with
primary responsibility for the prudential supervision of the
Company and the Group.
Conversion
If the Conversion Trigger Event occurs, each Security shall be
automatically and irrevocably discharged and satisfied by its
Conversion into Ordinary Shares credited as fully paid, and the
issuance of such Ordinary Shares to the Conversion Shares
Depositary to be held on trust for the Securityholders. The
Conversion shall occur without delay upon the occurrence of a
Conversion Trigger Event.
Conversion Trigger Event
The Conversion Trigger Event will occur if at any time the CET
1 Ratio is less than 7.00 per cent. The CET 1 Ratio is calculated
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on a consolidated and fully loaded basis.
For these purposes:
"CET1 Capital" means, at any time, the sum, expressed in U.S.
Dollars, of all amounts that constitute Common Equity Tier 1
Capital of the Group as at such date, less any deductions from
Common Equity Tier 1 Capital of the Group required to be
made as at such date, in each case as calculated by the
Company on a consolidated and fully loaded basis in
accordance with the Capital Regulations applicable to the
Group as at such date (which calculation shall be binding on
the Trustee and the Securityholders).
"CET1 Ratio" means, at any time, the ratio of CET1 Capital as
at such date to the Risk Weighted Assets as at the same date,
expressed as a percentage and on the basis that all measures
used in such calculation shall be calculated on a fully loaded
basis.
"Risk Weighted Assets" means, at any time, the aggregate
amount, expressed in U.S. Dollars, of the risk weighted assets
of the Group as at such date, as calculated by the Company on
a consolidated and fully loaded basis in accordance with the
Capital Regulations applicable to the Group on such date
(which calculation shall be binding on the Trustee and the
Securityholders) and where the term "risk weighted assets"
means the risk weighted assets or total risk exposure amount,
as calculated by the Company in accordance with the Capital
Regulations applicable to the Group at the relevant time.
Conversion Price
The Conversion Price per Ordinary Share in respect of the
Securities is U.S.$7.732, subject to certain anti-dilution
adjustments as described in the Terms and Conditions. As at
12 August 2016, the Conversion Price is equivalent to a price
of £5.9634, translated into U.S. Dollars at an exchange rate of
U.S.$1 = £0.7713.
Conversion Shares Offer
Not later than the tenth London business day following the
Conversion Date, the Company may, in its sole and absolute
discretion, make an election that the Conversion Shares
Depositary (or an agent on its behalf) will make an offer, in the
Company's sole and absolute discretion, of all or some of the
Ordinary Shares to be delivered on Conversion to, in the
Company's sole and absolute discretion, all or some of the
Company's Shareholders at such time, such offer to be at a
cash price per Ordinary Share being no less than the
Conversion Price (translated, if necessary, from U.S. Dollars
into the currency (or currencies) in which such Ordinary Shares
are being offered to all or some of the Company's Shareholders
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