Obligation Stanchart PLC 3.785% ( XS2001187405 ) en USD

Stanchart PLC

100 % ▲

Royaume-uni

XS2001187405 ( en USD )

3.785% par an ( paiement semestriel )

20/05/2025 - Obligation échue

Prospectus brochure de l'obligation Standard Chartered Plc XS2001187405 en USD 3.785%, échue

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 XS2001187405, paye un coupon de 3.785% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 20/05/2025

OPERATIONAL INFORMATION DOCUMENT
This Operational Information Document relates to the Final Terms dated 16 May 2019 (the "Final
Terms") in respect of the issue by Standard Chartered PLC of U.S.$1,000,000,000 3.785 per cent.
Fixed-to-Floating Rate Notes due 2025 (the "Notes") under the U.S.$77,500,000,000 Debt Issuance
Programme of Standard Chartered PLC and Standard Chartered Bank.
Each Manager listed in the Final Terms has acknowledged that Prospectus dated 19 June 2018, as
supplemented by the supplementary prospectuses dated 31 July 2018, 21 September 2018, 1 November
2018, 30 November 2018, 7 January 2019, 1 March 2019, 7 March 2019, 10 April 2019 and 30 April 2019
(together, the "Prospectus") has not been registered as a prospectus with the Monetary Authority of
Singapore (the "MAS"). Accordingly, each Manager has represented, warranted and agreed that it has not
offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or
purchase and wil not offer or sell any Notes or cause the Notes to be made the subject of an invitation for
subscription or purchase, and has not circulated or distributed, nor wil it circulate or distribute, the
Prospectus or any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other
than:
(a)
to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter
289) of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the
SFA;
(b)
to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the
SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA; or
(c)
otherwise pursuant to, and in accordance with the conditions of, any other applicable provision
of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which
is:
(i)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
(i )
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of
that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shal not be
transferred within six months after that corporation or that trust has acquired the Notes pursuant to an offer
made under Section 275 of the SFA except:
(1)
to an institutional investor or to a relevant person, or to any person arising from an offer referred
to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(2)
where no consideration is or wil be given for the transfer;
(3)
where the transfer is by operation of law;
(4)
as specified in Section 276(7) of the SFA; or
A38442686
1

(5)
as specified in Regulation 37A of the Securities and Futures (Of ers of Investments) (Securities
and Securities-based Derivatives Contracts) Regulations 2018.
Notification under Section 309B(1) of Securities and Futures Act (Chapter 289) of Singapore (the
"SFA"): In connection with Section 309B of the SFA, the Notes are prescribed capital markets products
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products
and MAS Notice FAA-N16: Notice on Recommendations on Investment Products.

2

Final Terms

STANDARD CHARTERED PLC
and
STANDARD CHARTERED BANK
U.S.$77,500,000,000
Debt Issuance Programme
U.S.$1,000,000,000 3.785 per cent. Fixed-to-Floating Rate Notes due 2025
Issued by
Standard Chartered PLC

Joint Lead Managers
Barclays Capital Inc.
BNP Paribas Securities Corp.
BofA Securities, Inc.
Citigroup Global Markets Inc.
Standard Chartered Bank

Co-Lead Managers
China CITIC Bank International Limited
Emirates NBD Bank PJSC
First Abu Dhabi Bank PJSC
Landesbank Baden-Württemberg
Natixis Securities Americas LLC
Rand Merchant Bank, a division of FirstRand Bank Limited (London Branch)
Shanghai Pudong Development Bank Co., Ltd., Hong Kong Branch
SMBC Nikko Securities America, Inc.
United Overseas Bank Limited
U.S. Bancorp Investments, Inc.

The date of the Final Terms is 16 May 2019.

3

PART A CONTRACTUAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID I "); (i ) a customer within the meaning of Directive
2002/92/EC (as amended, "IMD"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in Directive
2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRI Ps Regulation") for of ering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or sel ing the Notes or otherwise making them available to any retail investor
in the EEA may be unlawful under the PRIIPs Regulation.
MiFID I PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (i ) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, sel ing or
recommending the Notes (a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.
Terms used herein shal be deemed to be defined as such for the purposes of the Conditions set forth
in the Prospectus dated 19 June 2018 which, together with the supplementary prospectuses dated
31 July 2018, 21 September 2018, 1 November 2018, 30 November 2018, 7 January 2019, 1 March
2019, 7 March 2019, 10 April 2019 and 30 April 2019 constitute (with the exception of certain sections)
a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive. This
document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of
the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information
on the Issuer and the offer of the Notes is only available on the basis of the combination of these
Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at 1 Basinghal
Avenue, London EC2V 5DD and copies may be obtained from 1 Basinghal Avenue, London EC2V
5DD.
1 Issuer:
Standard Chartered PLC
2 (i) Series Number:
167

(i ) Tranche Number:
1

(i i) Date on which the Notes wil be Not Applicable
consolidated and form a single Series:
3 Currency or Currencies:
United States Dollars ("U.S.$")
4 Aggregate Nominal Amount:

(i) Series:
U.S.$1,000,000,000

(i ) Tranche:
U.S.$1,000,000,000

4

5 Issue Price:
100.000 per cent. of the Aggregate Nominal
Amount
6 Denominations:
U.S.$200,000 and integral multiples of
U.S.$1,000 in excess thereof
7 Calculation Amount:
U.S.$1,000
8 (i) Issue Date:
21 May 2019
(i ) Interest Commencement Date:
Issue Date
9 Maturity Date:
The Interest Payment Date falling on or
nearest to 21 May 2025
10 Interest Basis:
3.785 per cent. Fixed Rate for the period from
(and including) the Issue Date to (but excluding)
21 May 2024
3 month U.S.$ LIBOR + 1.56 per cent. Floating
Rate for the period from (and including) 21 May
2024 to (but excluding) the Maturity Date (see
paragraphs 15 and 16 below)
11 Redemption/Payment Basis:
Subject to any purchase and cancellation or
early redemption, the Notes wil be redeemed
on the Maturity Date at 100.000 per cent. of
their nominal amount
12 Change of Interest:
Fixed-to-Floating Rate Notes (see paragraphs 15
and 16 below)
13 Put/Call Options:
Issuer Cal
Loss Absorption Disqualification Event Call
14 (i) Status of the Notes:
Senior

(i ) Date Board approval for issuance of Not Applicable
Notes obtained:

(i i) Events of Default:
Non-Restrictive Events of Default
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions
Applicable for the period from (and including) the
Issue Date to (but excluding) 21 May 2024

(i) Rate of Interest:
3.785 per cent. per annum payable semi-annually
in arrear on each Interest Payment Date

(i ) Interest Payment Date(s):
21 May and 21 November in each year to (and
including) 21 May 2024

(i i) Fixed Coupon Amount:
U.S.$18.925 per Calculation Amount

(iv) Broken Amount:
Not Applicable

(v) Day Count Fraction (Condition 4(j)):
30/360

(vi) Determination Dates:
Not Applicable

(vi ) Relevant Currency:
Not Applicable

5

16 Floating Rate Note Provisions
Applicable for the period from (and including) 21
May 2024 to (but excluding) the Maturity Date

(i) Interest Period(s):
The period beginning on (and including) 21 May
2024 and ending on (but excluding) the First
Interest Payment Date and each successive
period beginning on (and including) an Interest
Payment Date and ending on (but excluding) the
next succeeding Interest Payment Date

(i ) Interest Payment Dates:
21 August 2024, 21 November 2024, 21
February 2025 and 21 May 2025, subject to
adjustment in accordance with the Business Day
Convention below

(i i) First Interest Payment Date:
21 August 2024

(iv) Business Day Convention:
Modified Following Business Day Convention

(v) Relevant Financial Centre(s) (Condition London
4(j)):

(vi) Manner in which the Rate(s) of Interest Page
is/are to be determined:

(vi ) Interest Period Date(s):
Not Applicable

(vi i) Party responsible for calculating the Not Applicable
Rate(s) of Interest and Interest
Amount(s) (if not the Calculation Agent):

(ix) Page (Condition 4(c)):

·
Relevant Time:
11:00 a.m. London time

·
Interest Determination Date:
Second London Business Day prior to the start of
the relevant Interest Period

·
Primary Source for Floating Rate:
Reuters LIBOR01

Not Applicable
·
Reference Banks (if Primary Source is
"Reference Banks"):

·
Relevant Financial Centre:
London

·
Benchmark:
3 month U.S.$ LIBOR

·
Effective Date:
The first day of the relevant Interest Accrual
Period

·
Specified Duration:
3 months

(x) Linear Interpolation:
Not Applicable

(xi) Margin(s):
+1.56 per cent. per annum

(xi ) Minimum Rate of Interest:
Not Applicable

(xi i) Maximum Rate of Interest:
Not Applicable

(xiv) Day Count Fraction (Condition 4(j)):
Actual/360

(xv) Rate Multiplier:
Not Applicable
17 Reset Note Provisions
Not Applicable
18 Zero Coupon Note Provisions
Not Applicable

6

PROVISIONS RELATING TO REDEMPTION
19 Issuer Call
Applicable

(i) Optional Redemption Date:
21 May 2024

(i ) Call Option Redemption Amount(s) and U.S.$1,000 per Calculation Amount
method, if any, of calculation of such
amount(s):

(i i) If redeemable in part:

(a) Minimum Call Option Redemption Not Applicable
Amount:

(b) Maximum Call Option Redemption Not Applicable
Amount:

(iv) Notice period:
As per Condition 5(d)
20 Regulatory Capital Cal
Not Applicable
21 Loss Absorption Disqualification Event
Applicable
Call

(i) Redeemable on days other than Interest Yes
Payment Dates (Condition 5(f)):
22 Put Option
Not Applicable
23 Final Redemption Amount of each Note
U.S.$1,000 per Calculation Amount
24 Early Redemption Amount

(i) Early Redemption Amount(s) per U.S.$1,000 per Calculation Amount
Calculation Amount payable on
redemption for taxation reasons, due to
Regulatory Capital Event or due to Loss
Absorption Disqualification Event or on
event of default:

(i ) Redeemable on days other than Interest Yes
Payment Dates (Condition 5(c)):

(i i) Unmatured Coupons to become void Not Applicable
upon early redemption (Bearer Notes
only) (Condition 6(f)):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
25 Form of Notes:
Registered Notes

Global Certificates exchangeable for Definitive
Certificates in the limited circumstances specified
in the Global Certificates
26 New Global Note:
No
27 Business Day Jurisdiction(s) (Condition
London and New York
6(h)) or other special provisions relating
to Payment Dates:

7

28 Talons for future Coupons to be attached No
to Definitive Notes (and dates on which
such Talons mature):

8

Part B Other Information
1 LISTING
(i) Listing:
Official List of the UK Listing Authority and trading

on the London Stock Exchange
(i ) Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
the London Stock Exchange's regulated market
with effect from 21 May 2019.
(iii) Estimated total expenses of admission to £4,560
trading:
2 RATINGS
Ratings
The Notes to be issued are expected to be
assigned the fol owing ratings:

S&P: BBB+
Moody's: A2
Fitch: A
3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer.
The Managers and their affiliates have engaged, and may in the future engage, in investment banking
and/or commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.
4 Fixed Rate Notes only YIELD
Indication of yield:
See "General Information" on page 147 of the Base
Prospectus.
For the period from (and including) the Issue Date
to (but excluding) 21 May 2024, 3.785 per cent.
As set out above, the yield is calculated at the
Issue Date on the basis of the Issue Price. It is not
an indication of future yield.
4 Floating Rate Notes only HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Reuters LIBOR01.
5 OPERATIONAL INFORMATION
(i) Unrestricted Notes

(a) ISIN:
XS2001187405

(b) Common Code:
200118740
(ii) Restricted Notes

(a) ISIN:
US853254BN98
(b) CUSIP Number:
853254 BN9
(iii) FISN:
STD CHARTERED P/FXD FR NT 2025 UNSE

10

Document Outline

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