Group Company Secretary. Hong Kong, 11 August 2021 As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises: Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, CBE and Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx; Xxxxx Xxxxx Xxxxx; Xxxxxxxxx Xxxx Xxxxxxx, CBE (Senior Independent Director); Xxx Xxxx Xxxxx, CBE; Xxxxxx Xxxxxx (Deputy Chairman); Xxxxx xx Xxxxxxxxx das Xxxxx Calha Xxxxx; Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxx; Xxxxxxx Xxxx and Xxxxxxx Xxxx Xxxxxxxxx This announcement does not constitute an offer of or an invitation to subscribe for or purchase any securities. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and sale of the Securities may be restricted by law in certain jurisdictions. The Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Securities are complex financial instruments. They are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities. Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein).
Appears in 2 contracts
Samples: Securities Offering Agreement, Securities Offering Agreement
Group Company Secretary. Hong Kong, 11 August 2021 As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises: Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, CBE and Xxxxx Xx Xxxxxx Xxxxx Xxxxxxx Xxxxxxxxx Xxxx; Xxxxx Xxxxxxxxx Xxxxxx; Xxxxxxxxxx Xxxx; Xxxxx Xxxxxx Xxxxxxx; Xxxxx Xxxxx; Xxxxxxxxx Xxxx Xxx Xxxxxxx, CBE (Senior Independent Director); Xxx Xxxx Xxxxx, CBE; Xxxxxx Xxxxxx (Deputy Chairman); Xxxxx xx Xxxxxxxxx das Xxxxx Calha XxxxxXxxxx (Senior Independent Director); Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxx; Xxxxxxx Xxxx and Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xx-Xxxxxx Xxxx, CBE This announcement does not constitute an offer of of, or an invitation by or on behalf of the Company or the Joint Bookrunners to subscribe for for, or purchase any securitiespurchase, the Securities. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and sale of the Securities may be restricted by law in certain jurisdictions. The Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “"Securities Act”") or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Securities are complex financial instruments. They are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities. Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein). Restrictions on marketing and sales to retail investors – Pursuant to the United Kingdom ("UK") Financial Conduct Authority (the "FCA") Conduct of Business Sourcebook (the "COBS") the Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in the COBS 3.4) in the UK.
Appears in 1 contract
Samples: Securities Offering Agreement
Group Company Secretary. Hong Kong, 11 5 August 2021 2022 As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises: Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, CBE and Xxxxxx Xxxxx Xxxxxxx Xxxxxxx Xxxxxxxxx Xxxx; Xxxxx Xxxxxxxxx Xxxxxx; Xxxxx Xxxxx Xxxxx; Xxxxxxxxx Xxxx Xxxxxxx, CBE (Senior Independent Director); Xxx Xxxx Xxxxx, CBE; Xxxxxx Xxxxxx (Deputy Chairman)Xxxxx Xxx Xxxxxxx, CBE; Xxxxx xx Xxxxxxxxx das Xxxxx Calha Xxxxx; Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxx; Xxxxxxx Xxxx and Xxxxxxx Xxxx Xxxxxxxxx This announcement does not constitute an offer of of, or an invitation by or on behalf of the Issuer or the Managers to subscribe for for, or purchase any securitiespurchase, the Securities. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and sale of the Securities may be restricted by law in certain jurisdictions. The Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Securities are complex financial instruments. They are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities. Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein).
Appears in 1 contract
Samples: Securities Offering Agreement
Group Company Secretary. Hong Kong, 11 August 6 January 2021 As at the date of this announcement, the Board of Directors of Standard Chartered PLC comprises: Mr Xxxx Xxxxx Xxxxxx Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxx, CBE and Xxxxxx Xxxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx; Xx Xxxxx Xxxxx Xxxxx; Xxxxxxxxx Xxxx Xxxxxxx, CBE (Senior Independent Director); Xxx Xxxx Xxxxx, CBEOBE; Xxxxxx Xxxxxx (Deputy Chairman); Xxxxx xx Xxxxxxxxx das Xxxxxx-Xxxxxx; Xxxxx Calha XxxxxXxxx; Xxxxxx Xxxxxx Xxxxxx; Xxxxx Xxxxxxx Xxxx; Xxxxxxx Xxxx Xxxxxxxxx; and Xxxxxxx Xxxx Xxxxxxxxx Xxxxx Xxxxx This announcement does not constitute an offer of or an invitation to subscribe for or purchase any securities. No action has been taken in any jurisdiction to permit a public offering of the Securities where such action is required. The offer and sale of the Securities may be restricted by law in certain jurisdictions. The Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities are subject to U.S. tax law requirements. Subject to certain exceptions, the Securities and any Ordinary Shares which may be delivered upon Conversion of the Securities may not be offered or sold to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). The Securities are complex financial instruments. They instruments and are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors. In particular, in June 2015, the UK Financial Conduct Authority (the “FCA”) published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the “PI Instrument”). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based investment products (as amended, the “EU PRIIPs Regulation”) became directly applicable in all EEA member states (and continues to apply there) and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as amended or superseded) (“EU MiFID II”) was required to be implemented in EEA member states by 3 January 2018. Together, the EU PRIIPs Regulation and EU MiFID II are referred to as the “EU Regulations”. The provisions of the EU PRIIPs Regulation as it forms part of the domestic law of the UK by virtue of the EUWA are referred to as the “UK PRIIPs Regulation”, and the provisions of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA are referred to as “UK MiFIR”. Together, the UK PRIIPs Regulation and UK MiFIR are referred to as the “UK Regulations”. Together, the PI Instrument, EU Regulations and UK Regulations are together referred to as the The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments; and (ii) the offering, sale and distribution of packaged retail and insurance- based investment products and certain contingent write down or convertible securities, such as the Securities. Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein).) including the Regulations. Restrictions on Marketing and Sales to EU Retail Investors - Each of the Joint Lead Managers (or their affiliates) are required to comply with some or all of the EU Regulations. By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Company and/or any Joint Lead Manager each prospective investor represents, warrants, agrees with and undertakes to the Company and each of the Joint Lead Managers that:
Appears in 1 contract
Samples: Securities Offering Agreement