TIDMHSBA
RNS Number : 4610Z
HSBC Holdings PLC
14 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 exchange, purchase or sell securities. the
exchange offers And Concurrent cash Tender OFfers discussed below
WERE made solely pursuant to the REGISTRATION STATEMENT and THE
OFFER TO PURCHAse, Respectively.
14 September 2022
HSBC HOLDINGS PLC ANNOUNCES FINAL RESULTS OF EXCHANGE OFFERS AND
CONCURRENT CASH TER OFFERS FOR SUBORDINATED NOTES
London, England -- HSBC Holdings plc (the 'Company') announces
today that its previously announced exchange offers launched on 2
August 2022 (the 'Exchange Offers' and each, an 'Exchange Offer')
and concurrent offers to purchase for cash any and all of the Cash
Tender Notes (as defined below) (the 'Concurrent Cash Tender
Offers') expired at 11:59pm, New York City time, on 13 September
2022 (the 'Expiration Deadline').
As previously announced, in exchange for each $1,000 principal
amount of Original Notes (as defined below) of a series that is
validly tendered (and not validly withdrawn) prior to the
Expiration Deadline of the relevant Exchange Offer, holders will be
eligible to receive the total consideration of $1,015 (the 'Total
Consideration'), comprising $1,000 principal amount of subordinated
notes of a corresponding series of Exchange Notes (as defined
below) that will be registered under the Securities Act of 1933, as
amended (the 'Securities Act'), pursuant to a registration
statement on Form F-4 (File No. 333-266456) (together with the
related prospectus dated 30 August 2022, the 'Registration
Statement') relating to the Exchange Offers which was filed on 2
August 2022 with the United States Securities and Exchange
Commission and which was declared effective on 24 August 2022, and
a participation cash incentive of $15 (the 'Participation Cash
Incentive').
New notes
to be issued
Existing notes in exchange
to be exchanged Aggregate (collectively,
(collectively, the principal the 'Exchange
'Original Notes' amount Notes' and Aggregate Aggregate Principal
ISIN / CUSIP and each, a outstanding each, a Principal Amount Amount Accepted
No. 'series') [1] 'series') Tendered for Exchange
--------------- -------------------- -------------- ------------------- ------------------- ---------------------
7.35% Subordinated
Notes Due
7.35% Subordinated 2032 (the
Notes Due 2032 (the 'Exchange
US404280AE90/ 'Original 7.35% 7.35% Notes
404280AE9 Notes due 2032') $222,042,000 due 2032') $96,878,000 $96,878,000
7.625% Subordinated
Notes Due
7.625% Subordinated 2032 (the
Notes Due 2032 (the 'Exchange
US404280AF65/ 'A Original 7.625% 7.625% Notes
404280AF6 Notes due 2032') $483,613,000 due 2032') $218,851,000 $218,851,000
Rule 144A
Notes:
US404280AD18/
404280AD1 7.625% Subordinated
Reg S Notes: Notes Due 2032 (the Exchange
USG4634UAV47/ 'B Original 7.625% 7.625% Notes
G4634UAV4 Notes due 2032') $4,300,000 due 2032 $4,300,000 $4,300,000
6.5% Subordinated
Notes Due
6.5% Subordinated 2036 (the
Notes Due 2036 (the 'Exchange
US404280AG49/ 'Original Notes Notes due
404280AG4 due 2036') $2,000,000,000 2036') $569,189,000 $569,189,000
6.5% Subordinated
Notes Due
6.5% Subordinated 2037 (the
Notes Due 2037 (the 'Exchange
US404280AH22/ 'Original Notes Notes due
404280AH2 due 2037') $2,500,000,000 2037') $985,360,000 $985,360,000
6.8% Subordinated
Notes Due
6.8% Subordinated 2038 (the
Notes Due 2038 (the 'Exchange
US404280AJ87/ 'Original Notes Notes due
404280AJ8 due 2038') $1,500,000,000 2038') $538,705,000 $538,705,000
The Company was advised by Global Bondholder Services
Corporation as the Exchange Agent and Information Agent that, as of
the Expiration Deadline, the aggregate principal amount of each
series of subordinated notes solicited in the Exchange Offers as
specified in the table above (together, the 'Original Notes') was
validly tendered and not validly withdrawn. The table above
provides the aggregate principal amount of each series of Original
Notes that the Company has accepted in the Exchange Offers on the
terms and subject to the conditions set forth in the Registration
Statement and the related letter of transmittal.
As previously announced, the Concurrent Cash Tender Offers were
launched concurrently with the Exchange Offers in relation to the
Original 7.35% Notes due 2032, A Original 7.625% Notes due 2032 and
B Original 7.625% Notes due 2032 (together, the 'Cash Tender
Notes'), up to a maximum aggregate principal amount of $70,000,000,
under the terms and conditions of the offer to purchase dated 2
August 2022, as amended on 30 August 2022 (the 'Offer to Purchase')
and the related certification instruction letter.
Principal Principal Aggregate
ISIN / CUSIP Amount Amount Principal Consideration
No. Title of Notes Outstanding Tendered Amount Accepted (1)
-------------------- ---------------------- -------------- ------------ -------------------- --------------------
US404280AE90/ 7.35% Subordinated
404280AE9 Notes Due 2032 $222,042,000 $416,000 $416,000 $470,304.64
US404280AF65/ 7.625% Subordinated
404280AF6 Notes Due 2032 $483,613,000 $1,254,000 $1,254,000 $1,436,732.88
Rule 144A
Notes:
US404280AD18/
404280AD1
Reg S Notes:
USG4634UAV47/ 7.625% Subordinated
G4634UAV4 Notes Due 2032 $4,300,000 $0 $0 $0
Total
Consideration $1,907,037.52
(1) These amounts do not include Accrued Interest (as defined
below).
The Company was advised by Global Bondholder Services
Corporation as the Depositary and Information Agent that, as of the
Expiration Deadline, the aggregate principal amount of each series
of Cash Tender Notes specified in the table above was validly
tendered and not validly withdrawn. The table above provides the
aggregate principal amount of each series of Cash Tender Notes that
the Company has accepted in the Concurrent Cash Tender Offers on
the terms and subject to the conditions set forth in the Offer to
Purchase.
Payment of the applicable Consideration (as defined in the Offer
to Purchase) for all Cash Tender Notes validly tendered and
accepted by the Company pursuant to the Concurrent Cash Tender
Offers will be made on 16 September 2022 (the 'Settlement Date').
In addition to the Consideration, holders whose Cash Tender Notes
of a given series are accepted for purchase will also be paid a
cash amount equal to the accrued and unpaid interest on such Cash
Tender Notes from, and including, the last interest payment date
for such Cash Tender Notes to, but not including, the Settlement
Date, rounded to the nearest cent (such amount in respect of a
series of Cash Tender Notes, 'Accrued Interest'). Accrued Interest
will be payable on the Settlement Date. For the avoidance of doubt,
interest will cease to accrue on the Settlement Date for all Cash
Tender Notes accepted in the Concurrent Cash Tender 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 or any other party in the
transmission of funds to holders.
The Exchange Notes will be issued and the Participation Cash
Incentive will be paid on 16 September 2022.
All Cash Tender Notes accepted in the Concurrent Cash Tender
Offers are cancelled and retired, and will no longer remain
outstanding obligations of the Company.
Capitalised terms used in this announcement and not defined
herein have the meanings given to them in the Registration
Statement.
HSBC Securities (USA) Inc. is serving as Dealer Manager in
connection with the Exchange Offers and the Concurrent Cash Tender
Offers. For additional information regarding the terms of the
Exchange Offers and the Concurrent Cash Tender 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 Registration Statement or the Offer to
Purchase may be directed to Global Bondholder Services Corporation,
which is acting as the Exchange Agent, Depositary and Information
Agent for the Exchange Offers and the Concurrent Cash Tender
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 exchange, purchase or sell, or a
solicitation of an offer to exchange, purchase or sell, any
security. No offer, solicitation, sale or exchange will be made in
any jurisdiction in which such an offer, exchange, solicitation, or
sale would be unlawful. The Exchange Offers and the Concurrent Cash
Tender Offers were only made pursuant to the Registration Statement
and the Offer to Purchase, respectively.
United Kingdom. This announcement and any other documents or
materials relating to the Exchange Offers or the Concurrent Cash
Tender 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 Registration
Statement or 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 Exchange Offers or the Concurrent Cash
Tender Offers have been submitted to or will be notified to, and
neither this announcement nor any other documents or materials
relating to the Exchange Offers or the Concurrent Cash Tender
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 Exchange Offers and the Concurrent Cash Tender Offer 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 '), nor, with respect
to the Exchange Offers, by way of an offer to the public as defined
in Regulation (EU) 2017/1129, as amended, save in those
circumstances where a private placement exemption is available.
The Exchange Offers and the Concurrent Cash Tender Offers are
conducted exclusively under applicable private placement
exemptions. The Exchange Offers and the Concurrent Cash Tender
Offers may therefore not be advertised and the Exchange Offer and
the Concurrent Cash Tender Offers may not be extended, and neither
this announcement nor any other documents or materials relating to
the Exchange Offers or the Concurrent Cash Tender 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 or, with
respect to the Exchange Offers, Article 1(4) of Regulation (EU)
2017/1129, as amended. The Registration Statement and the Offer to
Purchase were issued only for the personal use of the
above-mentioned qualified investors and exclusively for the purpose
of the Exchange Offers and Concurrent Cash Tender Offers,
respectively. Accordingly, the information contained in the
Registration Statement and the Offer to Purchase may not be used
for any other purpose or disclosed to any other person in
Belgium.
Italy. None of the Exchange Offers, the Concurrent Cash Tender
Offers, this announcement or any other document or materials
relating to the Exchange Offers or the Concurrent Cash Tender
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 Exchange Offers and
the Concurrent Cash Tender 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.
Hong Kong. This announcement and any other documents or
materials relating to the Concurrent Cash Tender Offers and/or the
Cash Tender 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.
The Exchange Notes have not been offered or sold and will not be
offered or sold in Hong Kong, by means of any document, other than
(a) to 'professional investors' as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong and any rules made under
that Ordinance; or (b) in other circumstances which do not result
in the document being a 'prospectus' as defined in the CWUMPO or
which do not constitute an offer to the public within the meaning
of that Ordinance.
No invitation, advertisement or document relating to the
Exchange Offers, the Concurrent Cash Tender Offers, the Exchange
Notes and/or the Cash Tender 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 Exchange Offers, the Concurrent Cash Tender Offers, the
Exchange Notes and/or the Cash Tender 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
Concurrent Cash Tender Offers . 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 Concurrent Cash Tender Offers
shall be deemed to be made by such Dealer Manager, or such
affiliate, on behalf of the relevant company in that
jurisdiction.
Exchange Offers . The Exchange Offers and any solicitation in
respect thereof, and the sale of the Exchange Notes, are not being
made, directly or indirectly, in Canada or to holders of the
Original Notes who are resident and/or located in any province or
territory of Canada. The Registration Statement has not been filed
with any securities commission or similar regulatory authority in
Canada in connection with the Exchange Offers, and the Exchange
Notes have not been, and will not be, qualified for sale under the
securities laws of Canada or any province or territory thereof and
no securities commission or similar regulatory authority in Canada
has reviewed or in any way passed upon the Registration Statement,
any other documents or materials relating to the Exchange Offers or
the merits of the Exchange Notes and any representation to the
contrary is an offence. Accordingly, Canadian holders of the
Original Notes are hereby notified that, to the extent such holders
of Original Notes are persons or entities resident and/or located
in Canada, the Exchange Offers is not available to them and they
may not accept the Exchange Offers. As such, any tenders of
Original Notes received from such persons or entities shall be
ineffective and void. No Exchange Notes may be offered, sold,
delivered or exchanged, nor may copies of the Registration
Statement or of any other document relating to the Exchange Notes
and the Exchange Offers be distributed or made available in Canada.
The Registration Statement and any other documents or offering
materials relating to the Exchange Offers or the Exchange Notes may
not be distributed in Canada and the Registration Statement does
not constitute an offer or an invitation to participate in the
Exchange Offers to any person resident in Canada.
France. This announcement and any other offering material
relating to the Exchange Offers or the Concurrent Cash Tender
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 Registration Statement and 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.
ends/more
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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END
RTEEAENLFFNAEFA
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