29th Jan 2008 10:24
Standard Chartered PLC29 January 2008 The following is the text of a regulatory announcement made in Hong Kong on 28January 2008: The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. STANDARD CHARTERED PLC (Registered in England and Wales number 966425) (Stock Code: 2888) WAIVER OF CERTAIN REQUIREMENTS OF THE LISTING RULES TO ENABLE STANDARD CHARTEREDPLC TO PUBLISH PRICE-SENSITIVE INFORMATION DURING BUSINESS HOURS IN HONG KONG The Stock Exchange has granted a conditional waiver to the Company in respect ofRule 2.07C(4) such that the Company may, in circumstances when a conflict withRule 2 of the UK Disclosure and Transparency Rules exists, publish announcementspursuant to Rule 13.09(1) of the Listing Rules during the hours of 9:00 a.m. to4:15 p.m. on a business day in Hong Kong (the "Waiver"). The Company may, witheffect from today, release an announcement in the circumstances covered by theWaiver (i) at any time during trading hours without recourse to a suspension ofdealings or trading halt in the Company's securities; and (ii) during themorning EPS window of 6:00 a.m. to 9:00 a.m. without being subject to therequirement for suspension in the morning trading session. As a consequence ofthe Waiver, price-sensitive information can now be published by the Company anytime except from 11:00 p.m. to 6:00 a.m. on a business day in Hong Kong withoutrecourse to a trading halt or suspension. The Waiver was sought by the Company because an announcement made pursuant tothe UK Disclosure and Transparency Rules in relation to inside information wouldnot normally require a suspension of trading in the Company's securities on theLondon Stock Exchange. However, if an announcement is released on the LondonStock Exchange by the Company during normal trading hours in Hong Kong, theStock Exchange would ordinarily seek to suspend trading in the securities of theCompany in Hong Kong pending publication of the relevant price-sensitiveinformation in accordance with the Listing Rules. The impact of the Waiver for investors in Hong Kong is that trading in theCompany's securities will continue in the event that an announcement containingprice-sensitive information is released by the Company during normal tradinghours in Hong Kong. As a result, investors in Hong Kong should consider whetherany price-sensitive information has been released during trading hours in HongKong prior to making an investment decision regarding the Company's securities. Announcements will be published on the Company's website atwww.standardchartered.com in accordance with the Listing Rules. The Waiver is conditional upon (i) the Company making this announcement settingout relevant details of the impact of the Waiver on the Hong Kong investingpublic; (ii) the Company agreeing to inform the Stock Exchange in the firstinstance in the event of any material change being made to the UK regime ondisclosure of inside information as such information may be of materialrelevance to an assessment of the ongoing appropriateness of the Waiver; and(iii) the Company agreeing to comply with the relevant provisions in the eventof changes to the Hong Kong regulatory regime and the Listing Rules in relationto disclosure of price-sensitive information and the Electronic DisclosureProject. The Waiver The Stock Exchange has granted a conditional waiver to the Company in respect ofRule 2.07C(4) such that the Company may, in circumstances when a conflict withRule 2 of the UK Disclosure and Transparency Rules exists, publish announcementspursuant to Rule 13.09(1) of the Listing Rules during the hours of 9:00 a.m. to4:15 p.m. on a business day in Hong Kong (the "Waiver"). The Company may, witheffect from today, release an announcement in the circumstances covered by theWaiver (i) at any time during trading hours without recourse to a suspension ofdealings or trading halt in the Company's securities; and (ii) during themorning EPS window of 6:00 a.m. to 9:00 a.m. without being subject to therequirement for suspension in the morning trading session. As a consequence ofthe Waiver, price-sensitive information can now be published by the Company anytime except from 11:00 p.m. to 6:00 a.m. on a business day in Hong Kong withoutrecourse to a trading halt or suspension. In light of the Waiver, the Stock Exchange has also agreed to modify theapplication of note 5 to Rule 13.09(1), Rule 13.10 and Rule 14.37 of the ListingRules to the Company to reflect the terms of the Waiver as explained in thisannouncement. The Stock Exchange has confirmed that, under these circumstances, the Company'sobligations under Rule 13.09(1) are considered discharged upon timelypublication of the announcements and a suspension of trading is not necessary. Rationale for the waiver application The Company is a dual primary listed company whose shares are traded on both theLondon Stock Exchange and the Stock Exchange. The Company is subject to both (i)the UK Listing Rules, Prospectus Rules and the UK Disclosure and TransparencyRules and (ii) the Listing Rules. Neither set of rules prevails in the event ofa conflict. Under Rule 13.09(1) of the Listing Rules, the Company is required to keep theStock Exchange, its shareholders and holders of its other listed securitiesinformed as soon as reasonably practicable of any information relating to thegroup which: (a) is necessary to enable them and the public to appraise the position ofthe group; or (b) is necessary to avoid the establishment of a false market in itssecurities; or (c) might be reasonably expected materially to affect market activity in andthe price of its securities. Rule 2.07C(4) of the Listing Rules states that electronic copies ofannouncements or notices must not be submitted to the Stock Exchange between 9:00 a.m. and 4:15 p.m. on a business day in Hong Kong for publication on theStock Exchange's website, except in certain limited circumstances. There is a similar general disclosure obligation under the UK Disclosure andTransparency Rules. Rule 2.2.1 of the UK Disclosure and Transparency Rulesrequires the Company to notify a regulatory information service as soon aspossible of any inside information which directly concerns the Company. "Insideinformation" is defined in section 118C of the UK Financial Services and MarketsAct 2000 to mean information of a precise nature which: (a) is not generally available; (b) relates, directly or indirectly, to one or more issuers or to one ormore investments; and (c) would, if generally available, be likely to have a significant effect onthe price of the investments. Thus, in the event that an announcement relating to inside information isreleased on the London Stock Exchange by the Company during normal trading hoursin Hong Kong, the Stock Exchange would ordinarily seek to suspend trading in thesecurities of the Company pending publication of the relevant price-sensitiveinformation in accordance with the Listing Rules. The directors of the Company believe that a suspension of trading in theCompany's securities in Hong Kong in these circumstances could give rise to amisunderstanding in the UK and adverse consequences in relation to thesecurities of the Company that are traded on the London Stock Exchange. Suchmisunderstanding or adverse consequences could arise because the shortnotification that is made in Hong Kong in response to a suspension in tradingwould only state that this was "pending the publication of an announcement inrelation to price-sensitive information", leaving investors to speculate as towhat that information might be. Conversely, the result of suspending trading in the Company's securities for thewhole or half of a trading day in Hong Kong pending publication of theannouncement potentially puts Hong Kong investors at a disadvantage, since otherinvestors may be able to deal in the Company's securities on the London StockExchange. As a result, the Company sought and received the Waiver. Impact of the Waiver The impact of the Waiver for investors in Hong Kong is that trading in theCompany's securities will continue in the event that an announcement containingprice-sensitive information is released by the Company during normal tradinghours in Hong Kong. As a result, investors in Hong Kong should consider whetherany price-sensitive information has been released during trading hours in HongKong prior to making an investment decision regarding the Company's securities.The Waiver does not apply to announcements published in discharge of thedisclosure obligations under the Listing Rules for notifiable and connectedtransactions. Investors can access announcements released by the Company(including those containing price-sensitive information) via the StockExchange's website at www.hkex.com.hk. Announcements will also be published onthe Company's website at www.standardchartered.com in accordance with theListing Rules. The Listing Rules require that, where an announcement issubmitted to the Stock Exchange for publication on its website during tradinghours, publication on the Company's own website must be no later than one hourafter such submission. Conditions of the Waiver The Waiver is conditional upon (i) the Company making this announcement settingout relevant details including a clear indication of the impact of the Waiver onthe Hong Kong investing public given that the Waiver is not subject to acondition requiring there to be a trading halt immediately following anyannouncement under the Waiver; (ii) the Company agreeing to inform the StockExchange in the first instance in the event of any material change being made tothe UK regime on disclosure of inside information as such information may be ofmaterial relevance to an assessment of the ongoing appropriateness of the Waiverso the Stock Exchange can evaluate the impact of any such changes and may amendor revoke the Waiver as it sees appropriate; and (iii) the Company agreeing tocomply with the relevant provisions in the event of changes to the Hong Kongregulatory regime and the Listing Rules in relation to disclosure ofprice-sensitive information and the Electronic Disclosure Project unless theStock Exchange agrees to amend the Waiver or grant a new waiver in thecircumstances then prevailing. General The Waiver has been granted based on the expectation that the directors of theCompany are aware of their obligations under the Listing Rules for themaintenance of an orderly market in the Company's securities and would be guidedby Practice Note 11 of the Listing Rules if there was a leak of price-sensitiveinformation, if price-sensitive information could not be disclosed, or if itwould be appropriate to issue a 'warning' announcement. Further, the abovemodification has been granted by the Stock Exchange based on the expectationthat the Company will manage its affairs in a timely manner, particularly withregard to the signing of agreements, to ensure there will be a continuoustrading of its securities on the Stock Exchange save in exceptionalcircumstances. The Company has confirmed to the Stock Exchange that all announcements madepursuant to Rule 13.09(1) will be made simultaneously in English and Chinese.The Stock Exchange has requested that, to ensure the smooth publication ofannouncements made pursuant to the Waiver, the Company is required to notify theStock Exchange of the pending announcements and the expected times of releaseand submit the electronic copies of the English and Chinese versions of suchannouncements at least ten minutes in advance of the expected times of release. Terms used in this announcement "Company" Standard Chartered PLC."Electronic Disclosure The straight-through electronic disclosure and the abolition of the requirementProject" for Main Board issuers to publish paid announcements in newspapers."EPS" The Stock Exchange's electronic publication system."Hong Kong" The Hong Kong Special Administrative Region of the PRC."Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited."London Stock Exchange" London Stock Exchange plc."Main Board" The main board of the Stock Exchange."Official List" The list maintained by the Financial Services Authority in the UK in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of the Financial Services and Markets Act 2000."PRC" The People's Republic of China."Prospectus Rules" The rules made pursuant to section 73A(4) of the Financial Services and Markets Act 2000 that are expressed to relate to transferable securities and included in the full handbook issued by the Financial Services Authority in the UK."Stock Exchange" The Stock Exchange of Hong Kong Limited."UK" The United Kingdom of Great Britain and Northern Ireland."UK Disclosure and The rules made pursuant to section 73A(3) of the Financial Services and MarketsTransparency Rules" Act 2000 relating to the disclosure of information in respect of financial instruments which have been admitted to trading on a regulated market or for which a request for admission to trading on such a market has been made and included in the full handbook issued by the Financial Services Authority in the UK."UK Listing Rules" The rules made pursuant to section 73A(2) of the Financial Services and Markets Act 2000 that are expressed to relate to admission to the Official List and included in the full handbook issued by the Financial Services Authority in the UK. By order of the Board Annemarie Durbin Group Company Secretary Hong Kong, 28 January 2008 As at the date of this announcement, the Board of Directors of the Companycomprises: Chairman: Mr Evan Mervyn Davies, CBE Executive Directors: Mr Peter Alexander Sands; Mr Gareth Richard Bullock; Mr Michael Bernard DeNoma; Mr Richard Henry Meddings; and Independent Non-Executive Directors: Mr John Wilfred Peace; Sir CK Chow; Mr James Frederick Trevor Dundas; Ms ValerieFrances Gooding, CBE; Mr Rudolph Harold Peter Markham; Ms Ruth Markland; MrSunil Bharti Mittal; Mr Paul David Skinner; Mr Oliver Henry James Stocken; andLord Adair Turner. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Standard Chartered