TIDMHSBA
RNS Number : 6465E
HSBC Holdings PLC
09 November 2020
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY
STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA)
(THE 'UNITED STATES') OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
9 November 2020
HSBC HOLDINGS PLC
ANNOUNCES INDICATIVE MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO
ITS INVITATION TO PURCHASE NOTES FOR CASH
Further to the announcement dated 6 November 2020 in relation to
the invitation of HSBC Holdings plc (the 'Issuer') to holders of
(a) the EUR2 ,000,000,000 1.50 per cent Notes due March 2022 (ISIN:
XS1379182006) (of which EUR2 ,000,000,000 is currently
outstanding); (b) the EUR1 ,500,000,000 Floating Rate Notes due
September 2022 (ISIN: XS1586214956) (of which EUR1 ,500,000,000 is
currently outstanding) and/or; (c) the EUR1 , 500,000,000 Floating
Rate Notes due October 2023 (ISIN: XS1681855539) (of which EUR1
,500,000,000 is currently outstanding) (each a ' Series ' and
together, the ' Notes ' ) , to tender such Notes for purchase by
the Issuer for cash, the Issuer hereby announces that the Maximum
Acceptance Amount is currently expected to be approximately
EUR1,000,000,000.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the tender offer memorandum
prepared by the Issuer dated 6 November 2020 (the 'Tender Offer
Memorandum').
FURTHER INFORMATION
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the conditions of
and procedures for participating in the Offers.
The Maximum Acceptance Amount set out in this announcement is
indicative and the Issuer reserves the right, in its sole
discretion, to allocate an amount for the purchase of the Notes
that is higher or lower than this amount.
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offers. The acceptance for
purchase by the Issuer of Notes tendered pursuant to the Offers is
at the sole discretion of the Issuer and tenders may be rejected by
the Issuer for any reason.
A complete description of the terms and conditions of the Offers
is set out in the Tender Offer Memorandum. Any questions or
requests for assistance in connection with: (i) the Offers, may be
directed to the Dealer Manager; and (ii) the delivery of Tender
Instructions or requests for additional copies of the Tender Offer
Memorandum or related documents, which may be obtained free of
charge, may be directed to the Tender Agent, the contact details
for each of which are set out below.
Dealer Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 (0) 20 7992 6237
Attention: Liability Management
Email: LM_EMEA@hsbc.com
Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
Email: hsbc@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Tender Offer Memorandum contain important
information, which must be read carefully before any decision is
made with respect to the Offer. If any Noteholder is in any doubt
as to the action it should take, it is recommended to seek its own
legal, tax, accounting and financial advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to participate in the Offer.
None of the Issuer, the Dealer Manager or the Tender Agent, or any
person who controls, or is a director, officer, employee or agent
of such persons or any affiliate of such persons, makes any
recommendation as to whether Noteholders should participate in the
Offer.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any
other materials relating to the Offer constitutes an invitation to
participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities
laws. The distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by each
of the Issuer, the Dealer Manager and the Tender Agent to inform
themselves about and to observe any such restrictions.
General . Neither this announcement, the Tender Offer Memorandum
nor the electronic transmission thereof constitutes an offer to buy
or the solicitation of an offer to sell Notes (and tenders of Notes
for purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in an Offer
will be deemed to give certain other representations as set out in
'Procedures for Participating in the Offers' in respect of the
other jurisdictions referred to above and generally as set out in
'Procedures for Participating in the Offers'. Any tender of Notes
for purchase pursuant to the Offers from a Noteholder that is
unable to make these representations will not be accepted.
Each of the Issuer, the Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to an Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
United States. The Offers are not being made and will not be
made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of the this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States and the Notes cannot be tendered in the Offers by any
such use, means, instrumentality or facility or from or within or
by persons located or resident in the United States. Any purported
tender of Notes in the Offers resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of Notes made by a person located in the United States, or
by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.
This announcement is not an offer of securities for sale in the
United States or to U.S. Persons (as defined in Regulation S of the
United States Securities Act of 1933, as amended). Securities may
not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act. The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. Persons. Each
Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer
from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United
States. For the purposes of this and the above paragraph, 'United
States' means the United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands), any
state of the United States of America and the District of
Columbia.
United Kingdom . The communication of this announcement, Tender
Offer Memorandum and any other documents or materials relating to
the Offers is not being made, and such documents and/or materials
have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the 'Financial Promotion Order')) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France . The Offers are not being made, directly or indirectly,
in the Republic of France ('France') other than to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
Regulation (EU) 2017/1129. Neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Offers have been or shall be distributed in France other than
to qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offers have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Italy . None of the Offers, the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ('CONSOB'). The Offers are
being carried out in the Republic of Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the 'Financial
Services Act') and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended. Noteholders, or beneficial
owners of the Notes located in the Republic of Italy can tender
some or all of their Notes pursuant to the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Notes or the Offers.
Investor enquiries to:
Greg Case +44 (0) 20 7992 3825 investorrelations@hsbc.com
Media enquiries to:
Ankit Patel +44 (0) 20 7991 9813 ankit.patel@hsbc.com
Note to editors:
HSBC Holdings plc
HSBC serves customers worldwide from offices in 64 countries and
territories in its geographical regions: Europe, Asia, North
America, Latin America, and Middle East and North Africa. With
assets of US$2,956bn at 30 September 2020, HSBC is one of the
world's largest banking and financial services organisations.
ends/all
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END
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November 09, 2020 03:30 ET (08:30 GMT)
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