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.
LONDON, Sept. 13,
2022 /PRNewswire/ -- 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.
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.
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SOURCE HSBC Holdings plc