FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of September
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
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 Notes
|
CUSIP
|
Maturity
Date
|
Principal Amount Outstanding
|
Reference Security
|
Reference Yield
|
Fixed Spread
|
Consideration per $1,000 principal amount
|
|
7.35%
Subordinated Notes Due 2032
|
404280AE9
|
November
27, 2032
|
$222,042,000
|
US
Treasury 2.875% due May 15, 2032 (US91282CEP23)
|
3.447%
|
+220
basis points ('bps')
|
$1,130.54
|
|
7.625%
Subordinated Notes Due 2032
|
404280AF6
|
May 17,
2032
|
$483,613,000
|
3.447%
|
+220
bps
|
$1,145.72
|
|
7.625%
Subordinated Notes Due 2032
|
Rule
144A Notes: 404280AD1
Reg S
Notes: G4634UAV4
|
May 17,
2032
|
$4,300,000
|
3.447%
|
+220
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,
interest 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$2,985bn at 30 June
2022, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
HSBC
Holdings plc
|
|
|
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|
|
By:
|
|
|
Name:
Aileen Taylor
|
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
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Date:
13 September 2022
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