TIDMHSBA
RNS Number : 3387Z
HSBC Holdings PLC
13 September 2022
not for release, publication or distribution, directly or
indirectly, in or into any jurisdiction into which such
distribution would be unlawful. This notice is for information only
and is not an offer to purchase or sell securities. the cash OFfers
discussed below are being made solely pursuant to THE OFFER TO
PURCHAse.
HSBC HOLDINGS PLC ANNOUNCES PRICING TERMS OF ITS CASH OFFERS FOR
SUBORDINATED NOTES
On 2 August 2022, HSBC Holdings plc (the 'Company,' 'we' or
'us') launched three separate offers to purchase for cash up to a
total of U.S.$70,000,000 aggregate principal amount (the 'Maximum
Amount') of outstanding notes listed in the table below. We refer
to the outstanding notes listed in the table below collectively as
the 'Notes' and separately as a 'series' of Notes. We refer to each
offer to purchase a series of Notes as a 'Cash Offer', and
collectively as the 'Cash Offers.'
The Cash Offers are made upon the terms and are subject to the
conditions set forth in the Offer to Purchase dated 2 August 2022,
as amended on 30 August 2022 (the ' Offer to Purchase ') relating
to the Notes and the related certification instruction letter
(together with the Offer to Purchase, the ' Offer Documents '). The
Offer Documents are available at the following link:
https://www.gbsc-usa.com/hsbc/ .
The following are ineligible to participate in these Cash Offers
(each, an ' Ineligible Holder' ):
-- A 'qualified institutional buyer' within the meaning of Rule
144A under the Securities Act of 1933, as amended (the ' Securities
Act' ).
-- A holder of an aggregate principal amount of $200,000 or more
in the relevant series of the Notes.
All other holders of Notes are eligible to participate in the
Cash Offers (such other holders, the ' Cash Offer Qualified
Holders' ). Holders participating in the Cash Offers are required
to certify that they are Cash Offer Qualified Holders.
The Company today announces that on the terms and subject to the
conditions in the Offer to Purchase, set forth in the table below
is the 'Consideration' for each series of Notes, as calculated at
11:00 am (New York City time) on the date hereof (the 'Price
Determination Date') in accordance with the Offer to Purchase.
References to '$' are to U.S. dollars.
Title of CUSIP Maturity Principal Reference Reference Fixed Consideration
Notes Date Amount Security Yield Spread per $1,000
Outstanding principal
amount
--------------------- ------------ ---------- ------------- --------------- ---------- --------- --------------
US Treasury
2.875% due +220
7.35% Subordinated November May 15, basis
Notes Due 27, 2032 points
2032 404280AE9 2032 $222,042,000 (US91282CEP23) 3.447% ('bps') $1,130.54
--------------------- ------------ ---------- ------------- --------------- ---------- --------- --------------
7.625% Subordinated May
Notes Due 17, +220
2032 404280AF6 2032 $483,613,000 3.447% bps $1,145.72
--------------------- ------------ ---------- ------------- --------------- ---------- --------- --------------
Rule
144A
Notes:
404280AD1
7.625% Subordinated Reg S May
Notes Due Notes: 17, +220
2032 G4634UAV4 2032 $4,300,000 3.447% bps $1,145.72
--------------------- ------------ ---------- ------------- --------------- ---------- --------- --------------
In addition to the Consideration, holders whose Notes of a given
series are accepted for purchase will also be paid a cash amount
equal to accrued and unpaid interest on such Notes from, and
including, the last interest payment date for such Notes to, but
not including, the Settlement Date, rounded to the nearest cent
(such amount in respect of a series of Notes, 'Accrued Interest').
Accrued Interest will be payable on the Settlement Date. For the
avoidance of doubt, i nterest will cease to accrue on the
Settlement Date for all Notes accepted in the Cash Offers. Under no
circumstances will any interest be payable to holders because of
any delay on the part of Global Bondholder Services Corporation, as
depositary, The Depository Trust Company ('DTC') or any other party
in the transmission of funds to holders.
Each Cash Offer will expire at 11:59 pm (New York City time)
today, unless extended or earlier terminated by the Company in its
sole discretion (such date and time with respect to a Cash Offer,
as the same may be extended, the 'Expiration Time'). Notes tendered
for purchase may be validly withdrawn at any time at or prior to
11:59 pm (New York City time) today (such date and time with
respect to a Cash Offer, as the same may be extended, the
'Withdrawal Date'), but not thereafter, unless the relevant Cash
Offer is extended or earlier terminated by the Company in its sole
discretion. The settlement date is expected to be the third
business day after the Expiration Time, or 16 September 2022,
unless extended or earlier terminated in respect of a Cash Offer by
the Company in its sole discretion (such date with respect to a
Cash Offer, as the same may be extended, the 'Settlement
Date').
Upon the terms and subject to the conditions set forth in the
Offer Documents, holders who validly tender Notes at or prior to
the Expiration Time and whose Notes (i) have not been validly
withdrawn at or prior to the Withdrawal Date and (ii) are accepted
for purchase by us, will receive the Consideration specified in the
table above for each $1,000 principal amount of such Notes, which
will be payable in cash on the Settlement Date as described
above.
If the Company terminates a Cash Offer, all Notes tendered
pursuant to such Cash Offer will be returned promptly to the
tendering holders thereof.
The Company reserves the right to (i) delay accepting any Notes,
extend any Cash Offer, or, upon failure of a condition to be
satisfied or waived prior to the Expiration Time for a Cash Offer,
terminate such Cash Offer and not accept any Notes; and (ii) amend,
modify or waive the terms of the Cash Offers in any respect,
including waiver of any conditions to consummation of the Cash
Offers, at any time or from time to time, in its sole discretion,
subject to applicable law. If any of the conditions is not
satisfied at the Expiration Time with respect to a Cash Offer, the
Company may, in its sole discretion and without giving any notice,
subject to applicable law, (a) terminate such Cash Offer, (b)
extend such Cash Offer, on the same or amended terms, and thereby
delay acceptance of any validly tendered Notes, or (c) continue to
accept tenders.
Each Cash Offer is independent of the other Cash Offers, and we
may terminate, modify or waive the conditions of any Cash Offer
without terminating, modifying or waiving the conditions of any
other Cash Offer.
Holders of Notes are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in, a
Cash Offer before the deadline specified herein and in the Offer to
Purchase. The deadlines set by any such intermediary and DTC for
the submission and withdrawal of tender instructions will be
earlier than the relevant deadline specified herein and in the
Offer to Purchase.
Holders of Notes are advised to read carefully the Offer to
Purchase for full details of and information on the procedures for
participating in the Cash Offers.
Holders should consult their own tax, accounting, financial and
legal advisers regarding the suitability to themselves of the tax,
accounting, financial or legal consequences of participating in the
Cash Offers.
HSBC Securities (USA) Inc. is serving as Dealer Manager in
connection with the Cash Offers. For additional information
regarding the terms of the Cash Offers, please contact: HSBC
Securities (USA) Inc. at +1 (888) HSBC-4LM (toll-free) or +1 (212)
525-5552 (collect), Europe: +44 (0)20 7992 6237. Requests for the
Offer to Purchase may be directed to Global Bondholder Services
Corporation, which is acting as the Depositary and Information
Agent for the Cash Offers, at (212) 430-3774 or (855) 654-2014
(toll-free) or contact@gbsc-usa.com .
.....
This announcement is for informational purposes only and does
not constitute an offer to purchase or sell, or a solicitation of
an offer to purchase or sell, any security. No offer, solicitation
or sale will be made in any jurisdiction in which such an offer,
solicitation, or sale would be unlawful. The Cash Offers are only
being made pursuant to the Offer to Purchase. Holders of the Notes
are urged to carefully read the Offer to Purchase before making any
decision with respect to the Cash Offers.
United Kingdom. This announcement and any other documents or
materials relating to the Cash Offers are 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. Accordingly, this announcement and such documents
and/or materials are not being distributed to, and must not be
passed on to, persons in the United Kingdom other than (i) to those
persons who are within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the ' Financial
Promotion Order '), including existing members or creditors of the
Company, or (ii) to any other persons to whom it may otherwise
lawfully be made (all such persons together being referred to as '
Relevant Persons ') and the transactions contemplated by the Offer
to Purchase will be available only to, and engaged in only with,
Relevant Persons. Any person who is not a Relevant Person should
not act on or rely on this announcement or any of its contents.
Belgium. Neither this announcement nor any other documents or
materials relating to the Cash Offers have been submitted to or
will be notified to, and neither this announcement nor any other
documents or materials relating to the Cash Offers have been or
will be approved by, the Belgian Financial Services and Markets
Authority ('Autoriteit voor Financiële Diensten en Markten/Autorité
des Services et Marchés Financiers'). The Cash Offers may therefore
not be made in Belgium by way of a public takeover bid (openbaar
overnamebod/offre publique d'acquisition) as defined in Article 3
of the Belgian Law of 1 April 2007 on public takeover bids, as
amended (the ' Belgian Takeover Law '), save in those circumstances
where a private placement exemption is available.
The Cash Offers are conducted exclusively under applicable
private placement exemptions. The Cash Offers may therefore not be
advertised and the Cash Offers will not be extended, and neither
this announcement nor any other documents or materials relating to
the Cash Offers (including any memorandum, information circular,
brochure or any similar documents) have been or shall be
distributed or made available, directly or indirectly, to any
person in Belgium other than (i) to 'qualified investors' within
the meaning of Article 2(e) of Regulation (EU) 2017/1129, as
amended and (ii) in any circumstances set out in Article 6, --4 of
the Belgian Takeover Law. The Offer to Purchase will be issued only
for the personal use of the above-mentioned qualified investors and
exclusively for the purpose of the Cash Offers. Accordingly, the
information contained in the Offer to Purchase may not be used for
any other purpose or disclosed to any other person in Belgium.
Italy. None of the Cash Offers, this announcement or any other
document or materials relating to the Cash Offers have been or will
be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (' CONSOB ') pursuant to
Italian laws and regulations. The Cash 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. Holders or beneficial owners of the Notes
that are located in Italy can tender the Notes for purchase in the
Cash Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in the Republic of 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 Cash Offers.
Hong Kong. This announcement and any other documents or
materials relating to the Cash Offers and/or the Notes is not being
made in Hong Kong, by means of any document, other than (i) in
circumstances which do not constitute an offer to the public within
the meaning of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the ' CWUMPO
'), or (ii) to 'professional investors' as defined in the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the
' SFO ') and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
'prospectus' as defined in the CWUMPO.
No invitation, advertisement or document relating to the Cash
Offers and/or the Notes has been or will be issued, or has been or
will be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is directed
at, or the contents of which are likely to be accessed or read by,
the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to the Cash
Offers and/or the Notes which are or are intended to be disposed of
only to persons outside Hong Kong or only to 'professional
investors' as defined in the SFO and any rules made thereunder.
Canada
Any offer or solicitation in Canada must be made through a
dealer that is appropriately registered under the laws of the
applicable province or territory of Canada, or pursuant to an
exemption from that requirement. Where the Dealer Manager or any
affiliate thereof is a registered dealer or able to rely on an
exemption from the requirement to be registered in such
jurisdiction, the Cash Offers shall be deemed to be made by such
Dealer Manager, or such affiliate, on behalf of the relevant
company in that jurisdiction.
France. This announcement and any other offering material
relating to the Cash Offers may not be distributed in the Republic
of France except to qualified investors as defined in Article 2(e)
of Regulation (EU) 2017/1129, as amended. Neither this
announcement, nor any other such offering material has been or will
be submitted for clearance to, nor approved by, the Autorité des
Marchés Financiers.
Cautionary Statement Regarding Forward-Looking Statements
In this announcement the Company has made forward-looking
statements. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms
such as 'believes', 'expects', 'estimate', 'may', 'intends',
'plan', 'will', 'should', 'potential', 'reasonably possible' or
'anticipates' or the negative thereof or similar expressions, or by
discussions of strategy. We have based the forward-looking
statements on current expectations and projections about future
events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us, as described under 'Risk
Factors' in the Offer to Purchase. We undertake no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise. In
light of these risks, uncertainties and assumptions, the
forward-looking events discussed herein might not occur. You are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of their dates.
Investor enquiries to:
Greg Case +44 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 Holdings plc, the parent company of the HSBC Group, is
headquartered in London. HSBC serves customers worldwide from
offices in 63 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$ 2,985 bn at 30 June 2022,
HSBC is one of the world's largest banking and financial services
organisations.
ends/all
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MSCQXLFFLKLLBBZ
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