21st Mar 2016 14:54
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
Standard Chartered PLCStandard Chartered Bank 21 March 2016
ANNOUNCEMENT OF ACCEPTANCE AND RESULTS OF STANDARD CHARTERED PLC'S AND STANDARD CHARTERED BANK'S OFFERS TO REPURCHASE NOTES FOR CASH
On 11 March 2016, Standard Chartered PLC ("SCPLC" or the "Company" in respect of the SCPLC Notes) invited holders of its £150,000,000 Undated Primary Capital Floating Rate Notes (ISIN: GB0008389008), €1,000,000,000 Floating Rate Notes due 2017 (ISIN: XS1077632013), €1,250,000,000 1.750% Notes due 2017 (ISIN: XS0849677348) and €1,000,000,000 4.125% Notes due 2019 (ISIN: XS0732522965) (together, the "SCPLC Notes") to tender the SCPLC Notes for repurchase by the Company for cash, subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the Tender Offer Memorandum dated 11 March 2016 (the "Tender Offer Memorandum").
On 11 March 2016, Standard Chartered Bank ("SCB" or the "Company" in respect of the SCB Notes) invited holders of its £200,000,000 Undated Subordinated Step-Up Notes (ISIN: XS0119816402) and £675,000,000 Fixed/Floating Rate Step up Undated Subordinated Notes (ISIN: XS0222434200) (together, the "SCB Notes") to tender the SCB Notes for repurchase by the Company for cash, subject to certain offer restrictions as contained in the section "Offer and Distribution Restrictions" of the Tender Offer Memorandum.
Further to the announcements made by the Companies on 11 March 2016 and earlier today, 21 March 2016, the Companies hereby announce that the results of the Offers, including the aggregate nominal amount of each series of Notes validly tendered and not validly withdrawn by the Expiration Deadline and to be accepted for repurchase, are as set out below and in the following table:
(A) For the £150,000,000 Undated Primary Capital Floating Rate Notes (ISIN: GB0008389008), £200,000,000 Undated Subordinated Step-Up Notes (ISIN: XS0119816402) and £675,000,000 Fixed/Floating Rate Step up Undated Subordinated Notes (ISIN: XS0222434200) (the "Priority Acceptance Level 1 Notes"):
(i) the Maximum Consideration Amount is US$1,234,784,255.36; and
(ii) the aggregate nominal amount of Priority Acceptance Level 1 Notes validly tendered and accepted for repurchase in full is £256,826,000.
(B) For the €1,000,000,000 Floating Rate Notes due 2017 (ISIN: XS1077632013), €1,250,000,000 1.750% Notes due 2017 (ISIN: XS0849677348) and €1,000,000,000 4.125% Notes due 2019 (ISIN: XS0732522965) (the "Priority Acceptance Level 2 Notes"):
(i) the scaling factor for the Priority Acceptance Level 2 Notes is 86.5430%;(ii) the Maximum Second Priority Consideration Amount is US$878,952,416.98; and(iii) the aggregate nominal amount of Priority Acceptance Level 2 Notes accepted for repurchase is €756,009,000.
The aggregate nominal amount of each series of Priority Acceptance Level 1 Notes validly tendered and not validly withdrawn and to be accepted for repurchase in full, the levels at which the Companies agree to set the aggregate nominal amount of each series of Priority Acceptance Level 2 Notes to be accepted for repurchase, the Benchmark Rates for the 2017 Notes and the 2019 Notes, the Purchase Yields and the Repurchase Price for each series of Notes, are detailed in the table below. Each Noteholder whose Notes have been accepted for repurchase is entitled to receive on the Settlement Date, (which is expected to be 23 March 2016), the relevant Repurchase Price plus Accrued Interest in respect of such Notes.
Priority Acceptance Level | Description of the Notes | Company | ISIN | Aggregate nominal amount accepted for repurchase | Purchase Yield | Benchmark Rate | Repurchase Price (for each Integral Multiple in nominal amount) | Accrued Interest (for each Integral Multiple in nominal amount) |
1 | £150,000,000 Undated Primary Capital Floating Rate Notes | SCPLC | GB0008389008 | £18,570,000 | N/A | N/A | £3,000 per £5,000 | £9.21 per £5,000 |
£200,000,000 Undated Subordinated Step-Up Notes | SCB | XS0119816402 | £65,500,000 | N/A | N/A | £10,675 per £10,000 | £114.10 per £10,000 | |
£675,000,000 Fixed/Floating Rate Step up Undated Subordinated Notes | SCB | XS0222434200 | £172,756,000 | N/A | N/A | £950 per £1,000 | £37.16 per £1,000 | |
2 | €1,000,000,000 Floating Rate Notes due 2017 | SCPLC | XS1077632013 | €201,609,000 | N/A | N/A | €1,002 per €1,000 | €0.04 per €1,000 |
€1,250,000,000 1.750% Notes due 2017 | SCPLC | XS0849677348 | €454,911,000 | 0.051% | -0.149% | €1,027.18 per €1,000 | €6.98 per €1,000 | |
€1,000,000,000 4.125% Notes due 2019 | SCPLC | XS0732522965 | €99,489,000 | 0.660% | -0.12% | €1,096.56 per €1,000 | €7.33 per €1,000 |
Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.
For further information, please contact:
The Dealer Managers
Barclays Bank PLC5 The North ColonnadeCanary WharfLondon E14 5BBUnited Kingdom For information by telephone: +44 20 3134 8515Attention: Liability Management GroupEmail: [email protected]
| Lloyds Bank plc10 Gresham StreetLondon EC2V 7JDUnited KingdomFor information by telephone: +44 20 7158 2720 / 1721Attention: Liability Management GroupEmail: [email protected] | Standard Chartered BankOne Basinghall AvenueLondon EC2V 5DD For information by telephone: +44 20 7885 5739Attention: Liability Management GroupEmail: [email protected]
|
The Information and Tender Agent
In London: D.F. King Ltd.125 Wood StreetLondon EC2V 7ANUnited KingdomTelephone: +44 20 7920 9700 | In Hong Kong: D.F. King Ltd.Suite 1601, 16/F, Central Tower28 Queen's Road CentralCentral Hong KongTelephone: +852 3953 7230 |
Email: [email protected]: http://sites.dfkingltd.com/scb | |
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