Standard Chartered PLC - Connected Transaction

							Standard Chartered PLC - Connected Transaction

Released 07:00 16-Dec-05

StandardChartered PLC
16December 2005
The following is the text of a regulatoryannouncement made in Hong Kong on 16 December 2005:
  CONNECTEDTRANSACTION – CHARGE GRANTED BY STANDARD CHARTERED BANK IN FAVOUR OFINDEPENDENT TRUSTEES IN
  RELATION TO BENEFITS PROVIDED BY THE STANDARD CHARTEREDBANK EMPLOYER FINANCED RETIREMENT BENEFIT SCHEME


  Pursuant to the Charge, Standard Chartered Bank created a charge over £6,500,000 (approximately HK$89,921,000) worth of assets in its
  balance sheet in favour of the Trustees in order to secure its existing obligations to pay pension benefits to certain of its directors and senior
  employees in accordance with the provisions of the Retirement Benefit Scheme.


Charge
Pursuant to the Charge, Standard CharteredBank has created a charge over £6,500,000 (approximately HK$89,921,000) worthof assets in its
balance sheet in favour of independent Trustees in order tosecure its existing obligations to pay pension benefits to certain of itsdirectors and senior
employees in accordance with the provisions of theRetirement Benefit Scheme. The assetswhich are the subject of the Charge consist of cash
balances held in thirdparty bank accounts in the name of Standard Chartered Bank. The Charge has been granted to secure theexisting promises
of Standard Chartered Bank to pay retirement benefits tocertain of its directors and senior employees (as at the date of this announcement, these
promises have been made tofour executive Directors and six senior managers). The Charge represents the value of thepension benefits for
directors and senior employees not provided throughStandard Chartered Bank's tax-approved pension arrangements. As a result of a change in UK
pensionslegislation, from April 2006, part of the unapproved pension liability will betransferred to the tax-approved pension arrangements;
accordingly, the amountof the cash balance in the account which is the subject of the Charge isexpected to be reduced to approximately £3,000,000
(approximately HK$41,502,000). The amount of the cash balance will increaseas directors and senior employees accrue additional unapproved
pension benefitspursuant to the Retirement Benefit Scheme as a result of their continuedservice. The level of pension benefitsbeing provided to
directors and senior employees remains unchanged from thatreported in Standard Chartered's Annual Report and Accounts for 2004. Apart from
bringing Standard Chartered intoline with best practice in the United Kingdom to provide security for unfundedpension benefits to employees, no
other benefits are expected to accrue toStandard Chartered as a result of the Charge being executed by StandardChartered Bank. Full details of
theCharge will be disclosed in Standard Chartered's 2005 Annual Report and Accounts.
ConnectedTransaction
Independent Trusteeshave been appointed to protect the interests of the Directors who are entitledto the unfunded retirement benefits described
above. Accordingly, the independent Trustees are associatesof the Directors and therefore connected persons of Standard Chartered pursuantto
the Hong Kong Listing Rules. TheCharge constitutes financial assistance in accordance with Rule 14A.10(4) ofthe Hong Kong Listing
Rules. Accordingly, the Charge is a connected transaction for StandardChartered pursuant to Rule 14A.13(2)(a)(i) of the Hong Kong Listing Rules.
To the best of the knowledge, informationand belief of the Directors having made all reasonable enquiries, save asdisclosed above, the Trustees
and the ultimate beneficial owners of the Trusteesare third parties independent of Standard Chartered and connected persons (asdefined in the
Hong Kong Listing Rules) of Standard Chartered. The Directors (including the independentnon-executive directors) believe the terms of the Charge
are fair andreasonable, on normal commercial terms and in the interests of StandardChartered and its shareholders as a whole.
The pension benefits secured by the Chargerepresent less than 2.5% under each of the percentage ratios (as defined in theHong Kong Listing
Rules) and accordingly the transaction is subject to thereporting and announcement requirements of the Hong Kong Listing Rules but,under Listing
Rule 14A.66(2)(a)(i), is exempt from the requirement toobtain independent shareholders' approval.
PrincipalActivities
StandardChartered is the ultimate holding company of Standard Chartered Bank and islisted on both the London Stock Exchange and The Stock
Exchange of Hong KongLimited.
StandardChartered Bank is a bank incorporated by Royal Charter in England andWales. It serves both Consumer andWholesale Banking
customers. ConsumerBanking provides credit cards, personal loans, mortgages, deposit taking andwealth management services to individuals and
small to medium sized enterprises. Wholesale Banking provides corporate andinstitutional clients with services in trade finance, cash management,
lending,securities services, foreign exchange, debt capital markets and corporatefinance.
Definitions



 "Charge"                                     means the Deed of Charge dated 15 December, 2005 between Standard Chartered Bank and the
                                              Trustees;

 "Directors"                                  means members of the board of directors of Standard Chartered;

 "Hong Kong Listing Rules"                    means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;

 "Retirement Benefit Scheme"                  means the Standard Chartered Bank Employer Financed Retirement Benefit Scheme;
 "Standard Chartered"                       means Standard Chartered PLC;

 "Trustees"                                 means The Law Debenture Pension Trust Corporation plc and The Bank of New York.

                                                                                           By Order of the Board
                                                                                           Charles Bennett Brown
                                                                                           Group Company Secretary

15 December 2005
Please alsorefer to the published version in South China Morning Post.

END