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.
17
September 2024
HSBC HOLDINGS PLC
ANNOUNCES INDICATIVE MAXIMUM
ACCEPTANCE AMOUNT IN RELATION TO ITS INVITATION TO PURCHASE NOTES
FOR CASH
Further to the announcement
dated 16 September 2024 in relation to the invitation of HSBC Holdings plc (the
'Issuer') to holders
of (a) the EUR1,000,000,000 0.309% Fixed to
Floating Rate Notes due 2026 (ISIN: XS2251736646) (of which
EUR1,000,000,000 is currently outstanding) and/or; (b) the
EUR1,250,000,000 2.50% Notes due March 2027 (ISIN: XS1379184473)
(of which EUR1,250,000,000 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
EUR2,250,000,000.
Capitalised terms used and not
otherwise defined in this announcement have the meanings given in
the tender offer memorandum prepared by the Issuer
dated 16 September 2024 (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.
The Dealer
Manager
HSBC Bank
plc
8 Canada Square
London E14 5HQ
United
Kingdom
Telephone:
+44 (0) 20 7992 6237
Attention:
Liability Management, DCM
Email: LM_EMEA@hsbc.com
The Tender
Agent
Kroll Issuer Services
Limited
The
Shard
32 London Bridge Street
London SE1 9SG
Telephone:
+44 (0) 20 7704 0880
Attention:
Owen Morris
Email: hsbc@is.kroll.com
Tender
Offer Website: https://deals.is.kroll.com/hsbc
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 Offers. If any Noteholder is in any doubt
as to the contents of the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own legal, tax,
accounting and financial advice, including as to any tax
consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
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 Offers. 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
tender Notes for purchase pursuant to the Offers or refrain from
doing so. Noteholders should consult with their own advisers as
they consider appropriate to assist them in taking decisions with
respect to the Offers, including to determine whether they are
legally permitted to tender Notes pursuant to the
Offers.
Offer and Distribution
Restrictions
None of this announcement,
the Tender Offer Memorandum or any other materials relating to the
Offers constitutes an invitation to participate in the Offers 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 this announcement
and/or 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 the Tender Offer Memorandum. 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 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.
Neither this announcement nor the Tender Offer Memorandum is 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 (the 'Securities Act')). 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. 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, the 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, and may only be acted upon by, 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, this
announcement, 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')
pursuant to Italian laws and regulations. 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 that are
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:
Media enquiries
to:
Note to
editors:
HSBC Holdings
plc
HSBC
Holdings plc, the parent company of HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 60
countries and territories. With assets of US$2,975bn at 30 June
2024, HSBC is one of the world's largest banking and financial
services organisations.
ends/all