Standard Chartered PLC’s US$1.5 Million Convertible Securities Offering

In UK Slaughter and May, advised on the matter.

Slaughter and May advised Standard Chartered with a team including Caroline Phillips (Picture – Debt Capital Markets).

Standard Chartered PLC (the “Issuer”) issued US$1,500,000,000 Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Securities”) and the invitation to tender to holders of its 7.50 per cent. Resetting Perpetual Subordinated Contingent Convertible Securities (the “Tender Securities”) for cash (the “Tender Offer”).

The Securities are convertible into ordinary shares of the Issuer if at any time the Issuer determines that its Common Equity Tier 1 ratio, calculated on a consolidated and fully loaded basis, is less than 7.00 per cent. The Securities are listed on the International Securities Market of the London Stock Exchange (“ISM”). Application has also been made to the Stock Exchange of Hong Kong for the listing of, and permission to deal in, the ordinary shares to be issued upon any conversion of the Securities.

The Securities were admitted to trading on ISM on 23 August. The results of the Tender Offer were announced on 8 September.

Standard Chartered Bank acted as structuring adviser and joint lead manager and Barclays, Goldman Sachs, Morgan Stanley and Société Générale acted as joint lead managers. China Minsheng Banking Corp., Ltd., Hong Kong Branch, First Abu Dhabi Bank, ICBC Standard Bank, Industrial Bank Co., Ltd. Hong Kong Branch, Natixis, OCBC Bank, QNB Capital, Santander, SNB Capital Company and US Bancorp acted as co-managers.  

Sullivan & Cromwell LLP advised the Issuer as to New York law. The Sullivan & Cromwell team consisted of Evan Simpson, Andrew Brickfield and Melike Tokatlioglu.

Slaughter and May’s team included Caroline Phillips (Picture), Partner, Alistair Stark, Associate, Liam Reynolds, Associate, Daniel Smith, Associate, Clara Choi, Partner, Jonathan Kwok, Associate and Benedict Tang, Associate.

Involved fees earner: Clara Choi – Slaughter and May; Jonathan Kwok – Slaughter and May; Caroline Phillips – Slaughter and May; Liam Reynolds – Slaughter and May; Daniel Smith – Slaughter and May; Alistair Stark – Slaughter and May; Benedict Tang – Slaughter and May;

Law Firms: Slaughter and May;

Clients: Standard Chartered;

Author: Giulia Di Palma