19 November 2024
HSBC HOLDINGS
PLC ANNOUNCES RESULTS OF ITS TENDER OFFERS FOR TWO SERIES OF
NOTES
HSBC Holdings plc (the 'Company,' 'we' or 'us') today announces the results of its
previously announced two separate offers to purchase for cash any
and all of the 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 an 'Offer', and collectively as the
'Offers.'
The Offers were made upon the terms
and were subject to the conditions set forth in the Offer to
Purchase dated November 12, 2024 relating to the Notes (the
'Offer to Purchase') and
the related notice of guaranteed delivery (together with the Offer
to Purchase, the 'Offer
Documents'), including the New Issue Condition (as defined
in the Offer Documents). The Offer Documents are available at the
following link: https://www.gbsc-usa.com/hsbc/.
The Offers expired at 5:00 p.m. (New
York City time) on November 18, 2024 (the 'Expiration Time'). References to '$' are to U.S. dollars.
|
Title of
Notes
|
CUSIP
|
Maturity
Date
|
Principal Amount
Outstanding
|
Principal Amount
Tendered(1)
|
Principal Amount
Accepted(1)
|
Aggregate
Consideration(2)
|
|
4.250%
Subordinated Notes due 2025
|
404280AU3
|
August
18, 2025
|
$1,500,000,000
|
$486,074,000.00
|
$486,074,000.00
|
$484,615,778.00
|
|
4.375%
Subordinated Notes due 2026
|
404280BH1
|
November
23, 2026
|
$1,500,000,000
|
$609,730,000.00
|
$609,730,000.00
|
$608,095,923.60
|
|
|
|
|
|
|
Total
Consideration
|
$1,092,711,701.60
|
(1) These amounts include the
principal amount of Notes for which holders have complied with the
Guaranteed Delivery Procedures (as defined in the Offer Documents).
Such amounts remain subject to the Guaranteed Delivery Procedures.
Notes tendered pursuant to the Guaranteed Delivery Procedures are
required to be tendered at or prior to 5:00 p.m. (New York City
time) on November 20, 2024, unless extended or earlier terminated
in respect of an Offer by the Company in its sole
discretion.
(2) These amounts do not include
Accrued Interest (as defined below).
The Company was advised by the
Information Agent (as defined below), that as of the Expiration
Time, the aggregate principal amount of each series of 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withdrawn.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 Notes that the Company has accepted in the Offers
on the terms and subject to the conditions set forth in the Offer
Documents (including satisfaction of the Guaranteed Delivery
Procedures).
The Company's obligation to complete
the Offers was conditioned on satisfaction of the New Issue
Condition (as defined in the Offer Documents).
The Company announces that the New
Issue Condition has been satisfied with respect to all series of
Notes.
Payment of the applicable
Consideration (as defined in the Offer to Purchase) for all Notes
validly tendered and accepted by us pursuant to the Offers will be
made on November 21, 2024 (the 'Settlement Date'). 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 the 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,
interest will cease to accrue on the Settlement Date for all Notes
accepted in the 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.
All Notes accepted in the Offers
will be cancelled and retired, and will no longer remain
outstanding obligations of the Company.
The Company retained HSBC Bank plc
as Dealer Manager for the Offers (the 'Dealer Manager'). Questions and
requests for assistance related to the Offers may be directed to
the Dealer Manager at UK: +44 (0)20 7992 6237, US: +1 (212)
525-5552 (Collect) or +1 (888) HSBC-4LM (Toll Free), or by email at
liability.management@hsbcib.com.
Global Bondholder Services
Corporation is acting as the information agent (the 'Information Agent'). Questions or
requests for assistance related to the Offers or for additional
copies of the Offer Documents
may be directed to the Information Agent at +1
(855) 654-2014 (toll free) or +1 (212) 430-3774 (banks and
brokers). You may also contact your broker, dealer, custodian bank,
trust company or other nominee for assistance concerning the
Offers.
.....
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.
United Kingdom. This
communication 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 authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
'FSMA'). Accordingly, this
communication and such documents and/or materials are not being
distributed to the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of the
Company or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Belgium. Neither this
communication nor any other documents or materials relating to the
Offers have been or will be notified to, and neither this
communication nor any other documents or materials relating to the
Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority ('Autorité des services et
marches financiers / Autoriteit financiële diensten en
markten'). The Offers were not made
in Belgium by way of a public takeover bid (openbaar overnamebod/offer 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 was
available.
The Offers were conducted
exclusively under applicable private placement exemptions. The
Offers were not advertised and the Offers were not extended, and
neither this communication nor any other documents or materials
relating to the Offers have been or will 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 and (ii) in any circumstances set
out in Article 6, §4 of the Belgian Takeover Law. This
communication has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Offers. Accordingly, the information contained in this
communication may not be used for any other purpose or disclosed to
any other person in Belgium.
Italy. None of the Offers, this
communication or any other document or materials relating to the
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 Offers were 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 the Republic of Italy could tender the Notes
for purchase in the Offers through authorized 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 Notes and/or the
Offers.
Hong Kong. The contents of this
communication have not been reviewed by any regulatory authority in
Hong Kong. Holders of Notes should exercise caution in relation to
the Offers. If a holder of the Notes is in any doubt about any of
the contents of this communication, such holder should obtain
independent professional advice. The Offers have not been made and
will not be made in Hong Kong, by means of any document, other than
(i) to 'professional investors' as defined in the Securities and
Futures Ordinance (Cap. 571) of the laws of Hong Kong (the
'SFO') and any rules made under
that ordinance, or (ii) in other circumstances which do not result
in the document being a 'prospectus' as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
the laws of Hong Kong or which do not constitute an offer to the
public within the meaning of that ordinance.
Further, no person has issued or had
in its possession for the purposes of issue, or will issue or have
in its possession for the purposes of issue (in each case whether
in Hong Kong or elsewhere), any advertisement, invitation or
document relating to the Offers, 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 Offers and/or the
Notes which are or are intended to be made only to persons outside
Hong Kong or only to 'professional investors' as defined in the SFO
and any rules made thereunder. This communication and the
information contained herein may not be used other than by the
person to whom it is addressed and may not be reproduced in any
form or transferred to any person in Hong Kong. The Offers are not
intended to be made to the public in Hong Kong and it is not the
intention of the Company that the Offers be made to the public in
Hong Kong.
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 Offers shall
be deemed to be made by the Dealer Manager, or such affiliate, on
behalf of the Dealer Manager in that jurisdiction.
France. This communication and
any other offering material relating to the 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.
.....
Cautionary Statement
Regarding Forward-Looking Statements
In this communication 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,' 'seek,' '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.
ends/more
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825
investorrelations@hsbc.com
Media enquiries to:
Press
Office
+44 (0) 20 7991
8096
pressoffice@hsbc.com
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$3,099bn at 30 September 2024, HSBC is one of the world's
largest banking and financial services organisations.
ends/all