In re STANDARD BANK PLC

UNITED STATES OF AMERICA 
Before the  
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES ACT OF 1933  
Release No. 9981 / November 30, 2015 
ADMINISTRATIVE PROCEEDING  
File No. 3 -16973 
 
In the Matter of 
STANDARD BANK PLC 
Respondent. 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT 
TO SECTION 8A OF THE SECURITIES 
ACT OF 1933, MAKING FINDINGS, 
AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-
DESIST ORDER 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate 
and in the public interest that cease-and-desist proceedings be, and hereby are, instituted 
pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) against Standard Bank 
Plc (“Respondent”). 
II. 
In anticipation of the institution of these proceedings, Respondent has submitted 
an Offer of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for 
the purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, and except as to facts set forth in the Statement of Facts filed in 
a matter captioned Serious Fraud Office v. Standard Bank Plc, No. U20150854, Southwark 
Crown Court, United Kingdom, Respondent consents to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act 
of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 
(“Order”), as set forth below. 

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III. 
On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that: 
Summary 
This case involves Standard Bank Plc’s (“Standard”) failure to disclose payments 
made by Standard’s affiliate, Stanbic Bank Tanzania, Limited (“Stanbic”), in connection with 
$600 million of sovereign debt securities issued by the Government of Tanzania (“GoT”) in 
2013.  Standard (an international investment bank located in London) was aware that its affiliate, 
Stanbic, paid $6 million of the proceeds of the offering to an entity called Enterprise Growth 
Markets Advisors Limited (“EGMA”).  Standard failed to disclose the existence of EGMA and 
the fees it was to receive. At all relevant times, EGMA’s chairman and one of its three 
shareholders and directors was a representative of the GoT.  Several red flags indicated the risk 
that the portion of the offering proceeds paid to EGMA by Stanbic was intended to induce the 
GoT to grant the mandate for the transaction to Standard and Stanbic.  Standard acted as joint 
Lead Manager in the offering of Tanzanian sovereign debt securities without disclosing that 
EGMA was involved in the transaction and would receive a substantial fee in connection with 
the transaction. 
Respondent 
Standard Bank Plc (Standard) at all relevant times was the London-based 
international investment bank subsidiary of the Standard Bank Group Limited of South Africa.  
Standard is regulated by the Financial Conduct Authority and the Prudential Regulatory 
Authority in the United Kingdom.  In February 2015, the Industrial and Commercial Bank of 
China (“ICBC”) acquired a 60% stake in Standard.  In March 2015, Standard announced that it 
had changed its name to ICBC Standard Bank Plc.  ICBC did not own shares in Standard at the 
time of the relevant events and ICBC had no involvement in the events. 
Other Relevant Individuals and Entities 
1. Stanbic Bank Tanzania Limited (Stanbic), a member of the Standard 
Bank Group of South Africa, provides various banking products and services in Tanzania.  It is 
headquartered in Dar es Salaam, Tanzania. 
2. Enterprise Growth Market Advisors Limited (EGMA) is a private 
company incorporated in Tanzania in August 2011 to support “companies in raising capital 
through the capital markets.” It entered into a collaboration agreement (the “Collaboration 
Agreement”) with Stanbic in connection with this transaction pursuant to which it received a fee 
of 1 percent of the proceeds raised in the issue, which amounted to $6 million. 
                                                 
1
 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 
on any other person or entity in this or any other proceeding. 

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3. Standard’s Global Head of Debt Capital Markets was based in 
London, and led the Standard debt capital markets team for the Tanzanian sovereign debt 
transaction.  He resigned from Standard in December 2014 after having worked there since 2005. 
4. Stanbic’s Managing Director was CEO and a member of Stanbic’s 
Board.  He was dismissed by Stanbic in August 2013 for failing to cooperate in Standard Bank 
Group’s investigation of EGMA’s role in the transaction. 
5. Stanbic’s Acting Head of Corporate and Investment Banking served 
as the main contact point for Stanbic and Standard with government officials in Tanzania.  
Stanbic’s Acting Head of Corporate and Investment Banking reported directly to Stanbic’s 
Managing Director.  She resigned from Stanbic in June 2013. 
6. The Commissioner of the Tanzania Revenue Authority was a founding 
member, director and shareholder of EGMA.  At all relevant times he was also a member of a 
Government agency that was an advisor to the GoT concerning the sovereign’s financing needs. 
Background 
7. From 2011 into early 2013, in an effort to help the GoT raise funds needed 
for infrastructure projects through the international bond market, in circumstances where the 
GoT had been unsuccessful in obtaining a credit rating, making a EuroBond offering unfeasible, 
Standard and Stanbic attempted to obtain a mandate from the GoT through its Minister of 
Finance (MoF) to raise funds through a private placement of sovereign debt.  The proposals that 
Standard and Stanbic originally presented to the MoF anticipated that Standard and Stanbic 
would receive a combined fee of 1.4% of the gross proceeds for arranging the transaction (which 
would be split evenly between them).  Standard and Stanbic proposed a transaction that would be 
marketed as a private placement in the U.S. pursuant to Securities and Exchange Commission 
Regulation S. 
8. In an e-mail dated February 25, 2012, Stanbic’s Acting Head of Corporate 
and Investment Banking informed certain persons at Standard and Stanbic, including Standard’s 
Global Head of Debt Capital Markets and Stanbic’s Managing Director, that the proposal had 
been accepted by the MoF.  In bold print, Stanbic’s Acting Head of Corporate and Investment 
Banking informed that “we pocket 1.4% arrangement fees. “  However, in May 2012, before the 
mandate was signed, the MoF was replaced by a new MoF. 
9. From May 2012 through the end of 2012, Standard and Stanbic attempted 
to ensure the GoT’s continued interest in their proposal for funding, primarily through the efforts 
of Stanbic’s Acting Head of Corporate and Investment Banking and Stanbic’s Managing 
Director to meet with government officials in Tanzania.  Standard’s Global Head of Debt Capital 
Markets was kept apprised of the progress and Standard, together with external counsel, was to 
be responsible for drafting the transaction documentation.  In June 2012, Stanbic’s Acting Head 
of Corporate and Investment Banking forwarded to the office of the MoF a copy of the proposal 
for funding, continuing to show Standard and Stanbic as Joint Lead Managers, receiving a fee of 
1.4% of the gross proceeds of the transaction.  In July 2012, Stanbic hired the son of the new 
MoF. 

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10. On August 29, 2012, Stanbic’s Acting Head of Corporate and Investment 
Banking e-mailed Standard’s Global Head of Debt Capital Markets that she and Stanbic’s 
Managing Director had just come from a “very good meeting with the Minister of Finance and 
his key technical team” and that they were now in agreement with the proposal and would look 
at the Mandate Letter.  Stanbic’s Acting Head of Corporate and Investment Banking also 
informed Standard’s Global Head of Debt Capital Markets that Standard’s Global Head of Debt 
Capital Markets’ meeting with the MoF was confirmed for September 18.  On September 4, 
Stanbic’s Acting Head of Corporate and Investment Banking sent Stanbic’s Managing Director 
and the MoF’s son a Proposal Letter and draft of the Mandate Letter, and asked the MoF’s son to 
dispatch the documents to the MoF’s office, the Ministry of Finance, which he did the next day.  
This version of the Proposal Letter shows an “ALL in Fee of 2.4%” and the draft Mandate 
Letter, which was enclosed with the Proposal Letter, defines the “Lead Manager” as Stanbic and 
Standard, “in collaboration with its Local Partner.”  
11. Stanbic was to pay the local partner, who Standard later learned was 
EGMA, a fee of 1% of the offering, from the total offering fee which had increased from 1.4% to 
2.4% of the offering.  In an e-mail dated September 20, 2012, from Standard’s Global Head of 
Debt Capital Markets to Stanbic’s Managing Director and Stanbic’s Acting Head of Corporate 
and Investment Banking, Standard’s Global Head of Debt Capital Markets states that “we are 
working on the Side Letter between us and our Partners, pointing out the fee split and the 
respective duties under the mandate.” Attached to the e-mail is a copy of the most recent 
Mandate Letter sent to the MoF, which is edited to define the “Lead Manager” as only Stanbic 
and Standard, without mention of any Local Partner.  When a Standard deal team member 
responded to Stanbic’s Acting Head of Corporate and Investment Banking that the local partner 
would still need to be a signatory to the Mandate Letter, Stanbic’s Acting Head of Corporate and 
Investment Banking responded, also copying Stanbic’s Managing Director and Standard’s 
Global Head of Debt Capital Markets that, “No.  Intention is to bring them in through a side 
agreement between us and the partner.  In other transactions they have done, [another bank] etc 
this is how it was done.  Government would like to deal with the one party who then brings in 
and manages/coordinates the other partners....” 
Standard’s Failure to Disclose 
12. Standard was negligent in not taking any steps to understand what role 
EGMA would be playing in the transaction in return for its $6 million fee and there are no 
records of contemporaneous communications among Standard and Stanbic personnel concerning 
the ownership of EGMA, its relationship to the GoT, or why it was being made part of the 
transaction.  On September 20, 2012, Standard’s Global Head of Debt Capital Markets, Stanbic’s 
Managing Director and Stanbic’s Head of Corporate and Investment Banking held a telephone 
conference to discuss the logistics of splitting the fee with EGMA.  Standard could not pay 
EGMA without going through a “Know Your Customer” (KYC) process to verify customer 
identity, among other things.  Accordingly, Standard’s Global Head of Debt Capital Markets, 
Stanbic’s Managing Director and Stanbic’s Acting Head of Corporate and Investment Banking 
agreed that Stanbic alone would perform KYC procedures with respect to EGMA.  In that call, 
Standard’s Global Head of Debt Capital Markets stated that he assumed that “there would [be] 
no problem whatsoever in KYC-ing these guys” and “I suppose you have done business with 
them and know these guys.”  The participants on the call also agreed that the entire fee of 2.4% 

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would be paid to Stanbic, which would then pay EGMA its 1% and remit back to Standard its 
portion of the remaining 1.4% fee.  As a result, Standard was not a signatory to the fee 
agreement with EGMA.  In a conference call on September 26, 2012, the same participants 
agreed that since EGMA would not be performing any duties as Lead Manager, it need not be 
mentioned in the mandate letter with the GoT at all. 
13. At Stanbic’s request, Standard took an active role in drafting the 
Collaboration Agreement between Stanbic and EGMA.  Between September 2012 and February 
2013, Stanbic and Standard revised several versions of the Collaboration Agreement.  The 
Collaboration Agreement stated EGMA’s responsibilities in connection with the transaction.  
There is no evidence that EGMA performed those responsibilities. 
14. The GoT, through the MoF executed a Mandate Letter with Standard and 
Stanbic dated November 15, 2012 appointing Standard and Stanbic jointly as Lead Manager in 
connection with the debt financing for the GoT.  The Mandate Letter included a “total 
facilitation” fee of 2.4%, but did not mention any local partner or third party.  The Lead 
Manager’s fee letter attached to the Mandate Letter indicates that the 2.4% fee would be paid to 
Standard and Stanbic as lead manager “in collaboration with its partner.” Although, the Fee 
Letter referred to a “local partner,” EGMA was not identified as that local partner. 
15. On February 25, 2013, Standard’s Global Head of Debt Capital Markets 
participated in a call with potential investors in the Tanzanian Sovereign Bond.  Representatives 
of the GoT who were on the call included the MoF, as well as the Commissioner of the Tanzania 
Revenue Authority, who was an EGMA shareholder.  In the call, Standard’s Global Head of 
Debt Capital Markets provided a brief summary of the terms of the notes, and told the audience 
that the transaction would not be listed nor rated and that to subscribe would require agreement 
to an investor representation letter which had been provided to the potential investors.  The 
investor representation letter required the investors to acknowledge and agree that Standard made 
no representations or warranties about the private placement and that “neither Standard nor any 
of its Associates is responsible or liable for any misstatements in or omission from [information 
relating to the Issuer, the Loan Notes, and the Transaction, Transaction Documents and Public 
Domain Information as those terms are defined in the investor representation letter].” The 
investor representation letter failed to include material facts about the transactions namely any 
mention of EGMA, its shareholders’ ties to the GoT, its lack of a substantive role in the 
transaction, and that it was to receive a $6 million fee. 
16. Standard did not disclose the involvement of EGMA and the fee EGMA 
was to receive.  Standard assisted in drafting the Fee Letter whereby the GoT agreed to pay 
Standard, Stanbic and a “partner” a combined fee of 2.4%, with no specific mention of EGMA’s 
name.   
17. On February 27, 2013, the GoT issued its floating-rate amortizing, 
unrated, unlisted, sovereign bonds through a Regulation S private placement.  As set forth in the 
transaction documents, the gross proceeds of $600 million were transferred by the facility agent 
to the GoT’s account in New York, on March 8, the GoT then transferred the total 2.4% fee of 
$14.4 million to Stanbic in Tanzania.  Stanbic deposited EGMA’s 1% fee, or $6 million, into an 
account EGMA had previously opened at Stanbic.  After EGMA made payments of the legal 

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costs related to the transaction, approximately $5.2 million of its $6 million was withdrawn in 
cash between March 18 and 27, 2013.  Standard did not become aware of those cash withdrawals 
until after they were made, and does not have knowledge as to the ultimate disposition of those 
withdrawn funds.   
18. By offering the Tanzanian sovereign bonds, Standard had a duty to 
disclose to investors material facts that it knew or should have known concerning the transaction. 
19. As a result of the conduct in failing to disclose the material facts described 
above, Respondent committed violations of Sections 17(a)(2) of the Securities Act.   
Standard’s Cooperation 
20. In determining to accept the Offer, the Commission considered the 
cooperation afforded the Commission staff by Standard and its former corporate parent, Standard 
Bank Group.  After receiving communications from employees concerned about the cash 
withdrawals from EGMA’s account at Stanbic in Tanzania, Standard and Standard Bank Group 
promptly and voluntarily reported the matter to the U.K. Serious Fraud Office and undertook a 
comprehensive internal investigation.  Standard and Standard Bank Group also provided 
significant cooperation with the Commission’s investigation. 
IV. 
In  view  of  the  foregoing,  the  Commission  deems  it  appropriate  to  impose  the  
sanctions agreed to in Respondent’s Offer. 
Accordingly, pursuant to Section 8A of the Securities Act it is hereby ORDERED 
that: 
A. Respondent  cease  and  desist  from  committing  or  causing  any  
violations  and  any  future  violations  of  Sections  17(a)(2)  of  the  
Securities Act. 
B. Respondent shall pay disgorgement of $8.4 million, and has agreed 
to do so in a matter captioned Serious Fraud Office v. Standard 
Bank Plc, No., U20150854, Southwark Crown Court, United 
Kingdom (the “U.K. Matter”). Respondent’s disgorgement 
obligation shall be deemed satisfied upon such payment.  If 
Respondent makes payment of less than $8.4 million in 
disgorgement in connection with the U.K. Matter, Respondent 
acknowledges that its disgorgement obligation will be credited up 
to the amount of the payment made by Respondent in the U.K. 
Matter, with the remaining balance due and payable to the 
Securities and Exchange Commission within 14 days of payment 
pursuant to the resolution of the U.K. Matter, or, if there is no 
payment of disgorgement pursuant in the resolution of the U.K. 

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Matter, within 14 days of a final order not ordering payment of 
disgorgement in the U.K. Matter. 
C. Respondent shall, within ten (10) days of the entry of this Order, 
pay a civil money penalty in the amount of $4.2 million to the 
Securities and Exchange Commission for transfer to the general 
fund of the United States Treasury, subject to Exchange Act 
Section 21F(g)(3).  If timely payment is not made, additional 
interest shall accrue pursuant to 31 U.S.C. §3717.  A penalty 
amount that includes an additional $4.2 million is appropriate for 
the conduct at issue here, however in consideration of the money 
penalty paid by Respondent in the U.K. Matter, no additional 
penalty is being ordered at this time. 
Payment must be made in one of the following ways: 
(1) Respondent may transmit payment electronically to the 
Commission, which will provide detailed ACH 
transfer/Fedwire instructions upon request; 
(2) Respondent may make direct payment from a bank account 
via Pay.gov through the SEC website at 
http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s 
check, or United States postal money order, made payable 
to the Securities and Exchange Commission and hand-
delivered or mailed to: 
Enterprise Services Center 
Accounts Receivable Branch  
HQ Bldg., Room 181, AMZ-341  
6500 South MacArthur Boulevard  
Oklahoma City, OK 73169 
Payments by check or money order must be accompanied by a cover letter 
identifying Standard Bank Plc as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Gerald 
Hodgkins, Associate Director, Division of Enforcement, Securities and Exchange Commission, 
100 F St., NE, Washington, DC 20549. 
Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 

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granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 
By the Commission. 
By: _______________________________________ 
Brent J. Fields 
Secretary 

UNITED STATES OF AMERICA 
Before the  

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES ACT OF 1933  
Release No. 9981 / November 30, 2015 

ADMINISTRATIVE PROCEEDING  
File No. 3-16973 
 

In the Matter of 

STANDARD BANK PLC 

Respondent. 
 

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT 
TO SECTION 8A OF THE SECURITIES 
ACT OF 1933, MAKING FINDINGS, 
AND IMPOSING REMEDIAL 
SANCTIONS AND A CEASE-AND-
DESIST ORDER 

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate 
and in the public interest that cease-and-desist proceedings be, and hereby are, instituted 
pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”) against Standard Bank 
Plc (“Respondent”). 

II. 

In anticipation of the institution of these proceedings, Respondent has submitted 
an Offer of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for 
the purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the 
findings herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, and except as to facts set forth in the Statement of Facts filed in 
a matter captioned Serious Fraud Office v. Standard Bank Plc, No. U20150854, Southwark 
Crown Court, United Kingdom, Respondent consents to the entry of this Order Instituting 
Administrative and Cease-and-Desist Proceedings, Pursuant to Section 8A of the Securities Act 
of 1933, Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order 
(“Order”), as set forth below. 



 -2- 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds1 that: 

Summary 

This case involves Standard Bank Plc’s (“Standard”) failure to disclose payments 
made by Standard’s affiliate, Stanbic Bank Tanzania, Limited (“Stanbic”), in connection with 
$600 million of sovereign debt securities issued by the Government of Tanzania (“GoT”) in 
2013.  Standard (an international investment bank located in London) was aware that its affiliate, 
Stanbic, paid $6 million of the proceeds of the offering to an entity called Enterprise Growth 
Markets Advisors Limited (“EGMA”).  Standard failed to disclose the existence of EGMA and 
the fees it was to receive. At all relevant times, EGMA’s chairman and one of its three 
shareholders and directors was a representative of the GoT.  Several red flags indicated the risk 
that the portion of the offering proceeds paid to EGMA by Stanbic was intended to induce the 
GoT to grant the mandate for the transaction to Standard and Stanbic.  Standard acted as joint 
Lead Manager in the offering of Tanzanian sovereign debt securities without disclosing that 
EGMA was involved in the transaction and would receive a substantial fee in connection with 
the transaction. 

Respondent 

Standard Bank Plc (Standard) at all relevant times was the London-based 
international investment bank subsidiary of the Standard Bank Group Limited of South Africa.  
Standard is regulated by the Financial Conduct Authority and the Prudential Regulatory 
Authority in the United Kingdom.  In February 2015, the Industrial and Commercial Bank of 
China (“ICBC”) acquired a 60% stake in Standard.  In March 2015, Standard announced that it 
had changed its name to ICBC Standard Bank Plc.  ICBC did not own shares in Standard at the 
time of the relevant events and ICBC had no involvement in the events. 

Other Relevant Individuals and Entities 

1. Stanbic Bank Tanzania Limited (Stanbic), a member of the Standard 
Bank Group of South Africa, provides various banking products and services in Tanzania.  It is 
headquartered in Dar es Salaam, Tanzania. 

2. Enterprise Growth Market Advisors Limited (EGMA) is a private 
company incorporated in Tanzania in August 2011 to support “companies in raising capital 
through the capital markets.” It entered into a collaboration agreement (the “Collaboration 
Agreement”) with Stanbic in connection with this transaction pursuant to which it received a fee 
of 1 percent of the proceeds raised in the issue, which amounted to $6 million. 

                                                 
1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding 
on any other person or entity in this or any other proceeding. 



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3. Standard’s Global Head of Debt Capital Markets was based in 
London, and led the Standard debt capital markets team for the Tanzanian sovereign debt 
transaction.  He resigned from Standard in December 2014 after having worked there since 2005. 

4. Stanbic’s Managing Director was CEO and a member of Stanbic’s 
Board.  He was dismissed by Stanbic in August 2013 for failing to cooperate in Standard Bank 
Group’s investigation of EGMA’s role in the transaction. 

5. Stanbic’s Acting Head of Corporate and Investment Banking served 
as the main contact point for Stanbic and Standard with government officials in Tanzania.  
Stanbic’s Acting Head of Corporate and Investment Banking reported directly to Stanbic’s 
Managing Director.  She resigned from Stanbic in June 2013. 

6. The Commissioner of the Tanzania Revenue Authority was a founding 
member, director and shareholder of EGMA.  At all relevant times he was also a member of a 
Government agency that was an advisor to the GoT concerning the sovereign’s financing needs. 

Background 

7. From 2011 into early 2013, in an effort to help the GoT raise funds needed 
for infrastructure projects through the international bond market, in circumstances where the 
GoT had been unsuccessful in obtaining a credit rating, making a EuroBond offering unfeasible, 
Standard and Stanbic attempted to obtain a mandate from the GoT through its Minister of 
Finance (MoF) to raise funds through a private placement of sovereign debt.  The proposals that 
Standard and Stanbic originally presented to the MoF anticipated that Standard and Stanbic 
would receive a combined fee of 1.4% of the gross proceeds for arranging the transaction (which 
would be split evenly between them).  Standard and Stanbic proposed a transaction that would be 
marketed as a private placement in the U.S. pursuant to Securities and Exchange Commission 
Regulation S. 

8. In an e-mail dated February 25, 2012, Stanbic’s Acting Head of Corporate 
and Investment Banking informed certain persons at Standard and Stanbic, including Standard’s 
Global Head of Debt Capital Markets and Stanbic’s Managing Director, that the proposal had 
been accepted by the MoF.  In bold print, Stanbic’s Acting Head of Corporate and Investment 
Banking informed that “we pocket 1.4% arrangement fees. “  However, in May 2012, before the 
mandate was signed, the MoF was replaced by a new MoF. 

9. From May 2012 through the end of 2012, Standard and Stanbic attempted 
to ensure the GoT’s continued interest in their proposal for funding, primarily through the efforts 
of Stanbic’s Acting Head of Corporate and Investment Banking and Stanbic’s Managing 
Director to meet with government officials in Tanzania.  Standard’s Global Head of Debt Capital 
Markets was kept apprised of the progress and Standard, together with external counsel, was to 
be responsible for drafting the transaction documentation.  In June 2012, Stanbic’s Acting Head 
of Corporate and Investment Banking forwarded to the office of the MoF a copy of the proposal 
for funding, continuing to show Standard and Stanbic as Joint Lead Managers, receiving a fee of 
1.4% of the gross proceeds of the transaction.  In July 2012, Stanbic hired the son of the new 
MoF. 



 -4- 

10. On August 29, 2012, Stanbic’s Acting Head of Corporate and Investment 
Banking e-mailed Standard’s Global Head of Debt Capital Markets that she and Stanbic’s 
Managing Director had just come from a “very good meeting with the Minister of Finance and 
his key technical team” and that they were now in agreement with the proposal and would look 
at the Mandate Letter.  Stanbic’s Acting Head of Corporate and Investment Banking also 
informed Standard’s Global Head of Debt Capital Markets that Standard’s Global Head of Debt 
Capital Markets’ meeting with the MoF was confirmed for September 18.  On September 4, 
Stanbic’s Acting Head of Corporate and Investment Banking sent Stanbic’s Managing Director 
and the MoF’s son a Proposal Letter and draft of the Mandate Letter, and asked the MoF’s son to 
dispatch the documents to the MoF’s office, the Ministry of Finance, which he did the next day.  
This version of the Proposal Letter shows an “ALL in Fee of 2.4%” and the draft Mandate 
Letter, which was enclosed with the Proposal Letter, defines the “Lead Manager” as Stanbic and 
Standard, “in collaboration with its Local Partner.”  

11. Stanbic was to pay the local partner, who Standard later learned was 
EGMA, a fee of 1% of the offering, from the total offering fee which had increased from 1.4% to 
2.4% of the offering.  In an e-mail dated September 20, 2012, from Standard’s Global Head of 
Debt Capital Markets to Stanbic’s Managing Director and Stanbic’s Acting Head of Corporate 
and Investment Banking, Standard’s Global Head of Debt Capital Markets states that “we are 
working on the Side Letter between us and our Partners, pointing out the fee split and the 
respective duties under the mandate.” Attached to the e-mail is a copy of the most recent 
Mandate Letter sent to the MoF, which is edited to define the “Lead Manager” as only Stanbic 
and Standard, without mention of any Local Partner.  When a Standard deal team member 
responded to Stanbic’s Acting Head of Corporate and Investment Banking that the local partner 
would still need to be a signatory to the Mandate Letter, Stanbic’s Acting Head of Corporate and 
Investment Banking responded, also copying Stanbic’s Managing Director and Standard’s 
Global Head of Debt Capital Markets that, “No.  Intention is to bring them in through a side 
agreement between us and the partner.  In other transactions they have done, [another bank] etc 
this is how it was done.  Government would like to deal with the one party who then brings in 
and manages/coordinates the other partners….” 

Standard’s Failure to Disclose 

12. Standard was negligent in not taking any steps to understand what role 
EGMA would be playing in the transaction in return for its $6 million fee and there are no 
records of contemporaneous communications among Standard and Stanbic personnel concerning 
the ownership of EGMA, its relationship to the GoT, or why it was being made part of the 
transaction.  On September 20, 2012, Standard’s Global Head of Debt Capital Markets, Stanbic’s 
Managing Director and Stanbic’s Head of Corporate and Investment Banking held a telephone 
conference to discuss the logistics of splitting the fee with EGMA.  Standard could not pay 
EGMA without going through a “Know Your Customer” (KYC) process to verify customer 
identity, among other things.  Accordingly, Standard’s Global Head of Debt Capital Markets, 
Stanbic’s Managing Director and Stanbic’s Acting Head of Corporate and Investment Banking 
agreed that Stanbic alone would perform KYC procedures with respect to EGMA.  In that call, 
Standard’s Global Head of Debt Capital Markets stated that he assumed that “there would [be] 
no problem whatsoever in KYC-ing these guys” and “I suppose you have done business with 
them and know these guys.”  The participants on the call also agreed that the entire fee of 2.4% 



 -5- 

would be paid to Stanbic, which would then pay EGMA its 1% and remit back to Standard its 
portion of the remaining 1.4% fee.  As a result, Standard was not a signatory to the fee 
agreement with EGMA.  In a conference call on September 26, 2012, the same participants 
agreed that since EGMA would not be performing any duties as Lead Manager, it need not be 
mentioned in the mandate letter with the GoT at all. 

13. At Stanbic’s request, Standard took an active role in drafting the 
Collaboration Agreement between Stanbic and EGMA.  Between September 2012 and February 
2013, Stanbic and Standard revised several versions of the Collaboration Agreement.  The 
Collaboration Agreement stated EGMA’s responsibilities in connection with the transaction.  
There is no evidence that EGMA performed those responsibilities. 

14. The GoT, through the MoF executed a Mandate Letter with Standard and 
Stanbic dated November 15, 2012 appointing Standard and Stanbic jointly as Lead Manager in 
connection with the debt financing for the GoT.  The Mandate Letter included a “total 
facilitation” fee of 2.4%, but did not mention any local partner or third party.  The Lead 
Manager’s fee letter attached to the Mandate Letter indicates that the 2.4% fee would be paid to 
Standard and Stanbic as lead manager “in collaboration with its partner.” Although, the Fee 
Letter referred to a “local partner,” EGMA was not identified as that local partner. 

15. On February 25, 2013, Standard’s Global Head of Debt Capital Markets 
participated in a call with potential investors in the Tanzanian Sovereign Bond.  Representatives 
of the GoT who were on the call included the MoF, as well as the Commissioner of the Tanzania 
Revenue Authority, who was an EGMA shareholder.  In the call, Standard’s Global Head of 
Debt Capital Markets provided a brief summary of the terms of the notes, and told the audience 
that the transaction would not be listed nor rated and that to subscribe would require agreement 
to an investor representation letter which had been provided to the potential investors.  The 
investor representation letter required the investors to acknowledge and agree that Standard made 
no representations or warranties about the private placement and that “neither Standard nor any 
of its Associates is responsible or liable for any misstatements in or omission from [information 
relating to the Issuer, the Loan Notes, and the Transaction, Transaction Documents and Public 
Domain Information as those terms are defined in the investor representation letter].” The 
investor representation letter failed to include material facts about the transactions namely any 
mention of EGMA, its shareholders’ ties to the GoT, its lack of a substantive role in the 
transaction, and that it was to receive a $6 million fee. 

16. Standard did not disclose the involvement of EGMA and the fee EGMA 
was to receive.  Standard assisted in drafting the Fee Letter whereby the GoT agreed to pay 
Standard, Stanbic and a “partner” a combined fee of 2.4%, with no specific mention of EGMA’s 
name.   

17. On February 27, 2013, the GoT issued its floating-rate amortizing, 
unrated, unlisted, sovereign bonds through a Regulation S private placement.  As set forth in the 
transaction documents, the gross proceeds of $600 million were transferred by the facility agent 
to the GoT’s account in New York, on March 8, the GoT then transferred the total 2.4% fee of 
$14.4 million to Stanbic in Tanzania.  Stanbic deposited EGMA’s 1% fee, or $6 million, into an 
account EGMA had previously opened at Stanbic.  After EGMA made payments of the legal 



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costs related to the transaction, approximately $5.2 million of its $6 million was withdrawn in 
cash between March 18 and 27, 2013.  Standard did not become aware of those cash withdrawals 
until after they were made, and does not have knowledge as to the ultimate disposition of those 
withdrawn funds.   

18. By offering the Tanzanian sovereign bonds, Standard had a duty to 
disclose to investors material facts that it knew or should have known concerning the transaction. 

19. As a result of the conduct in failing to disclose the material facts described 
above, Respondent committed violations of Sections 17(a)(2) of the Securities Act.   

Standard’s Cooperation 

20. In determining to accept the Offer, the Commission considered the 
cooperation afforded the Commission staff by Standard and its former corporate parent, Standard 
Bank Group.  After receiving communications from employees concerned about the cash 
withdrawals from EGMA’s account at Stanbic in Tanzania, Standard and Standard Bank Group 
promptly and voluntarily reported the matter to the U.K. Serious Fraud Office and undertook a 
comprehensive internal investigation.  Standard and Standard Bank Group also provided 
significant cooperation with the Commission’s investigation. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the 
sanctions agreed to in Respondent’s Offer. 

Accordingly, pursuant to Section 8A of the Securities Act it is hereby ORDERED 
that: 

A. Respondent cease and desist from committing or causing any 
violations and any future violations of Sections 17(a)(2) of the 
Securities Act. 

B. Respondent shall pay disgorgement of $8.4 million, and has agreed 
to do so in a matter captioned Serious Fraud Office v. Standard 
Bank Plc, No., U20150854, Southwark Crown Court, United 
Kingdom (the “U.K. Matter”). Respondent’s disgorgement 
obligation shall be deemed satisfied upon such payment.  If 
Respondent makes payment of less than $8.4 million in 
disgorgement in connection with the U.K. Matter, Respondent 
acknowledges that its disgorgement obligation will be credited up 
to the amount of the payment made by Respondent in the U.K. 
Matter, with the remaining balance due and payable to the 
Securities and Exchange Commission within 14 days of payment 
pursuant to the resolution of the U.K. Matter, or, if there is no 
payment of disgorgement pursuant in the resolution of the U.K. 



 -7- 

Matter, within 14 days of a final order not ordering payment of 
disgorgement in the U.K. Matter. 

C. Respondent shall, within ten (10) days of the entry of this Order, 
pay a civil money penalty in the amount of $4.2 million to the 
Securities and Exchange Commission for transfer to the general 
fund of the United States Treasury, subject to Exchange Act 
Section 21F(g)(3).  If timely payment is not made, additional 
interest shall accrue pursuant to 31 U.S.C. §3717.  A penalty 
amount that includes an additional $4.2 million is appropriate for 
the conduct at issue here, however in consideration of the money 
penalty paid by Respondent in the U.K. Matter, no additional 
penalty is being ordered at this time. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the 
Commission, which will provide detailed ACH 
transfer/Fedwire instructions upon request; 

(2) Respondent may make direct payment from a bank account 
via Pay.gov through the SEC website at 
http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s 
check, or United States postal money order, made payable 
to the Securities and Exchange Commission and hand-
delivered or mailed to: 

Enterprise Services Center 
Accounts Receivable Branch  
HQ Bldg., Room 181, AMZ-341  
6500 South MacArthur Boulevard  
Oklahoma City, OK 73169 

Payments by check or money order must be accompanied by a cover letter 
identifying Standard Bank Plc as a Respondent in these proceedings, and the file number of these 
proceedings; a copy of the cover letter and check or money order must be sent to Gerald 
Hodgkins, Associate Director, Division of Enforcement, Securities and Exchange Commission, 
100 F St., NE, Washington, DC 20549. 

Amounts ordered to be paid as civil money penalties pursuant to this Order shall 
be treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such 
a Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order 



 -8- 

granting the Penalty Offset, notify the Commission’s counsel in this action and pay the amount 
of the Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be 
deemed an additional civil penalty and shall not be deemed to change the amount of the civil 
penalty imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” 
means a private damages action brought against Respondent by or on behalf of one or more 
investors based on substantially the same facts as alleged in the Order instituted by the 
Commission in this proceeding. 

By the Commission. 

By: _______________________________________ 
Brent J. Fields 
Secretary 


	I.
	II.
	III.
	IV.
	A. Respondent cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) of the Securities Act.
	B. Respondent shall pay disgorgement of $8.4 million, and has agreed to do so in a matter captioned Serious Fraud Office v. Standard Bank Plc, No., U20150854, Southwark Crown Court, United Kingdom (the “U.K. Matter”). Respondent’s disgorgement obligat...
	C. Respondent shall, within ten (10) days of the entry of this Order, pay a civil money penalty in the amount of $4.2 million to the Securities and Exchange Commission for transfer to the general fund of the United States Treasury, subject to Exchange...
	(1) Respondent may transmit payment electronically to the Commission, which will provide detailed ACH transfer/Fedwire instructions upon request;
	(2) Respondent may make direct payment from a bank account via Pay.gov through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or
	(3) Respondent may pay by certified check, bank cashier’s check, or United States postal money order, made payable to the Securities and Exchange Commission and hand-delivered or mailed to: