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 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 TENDER 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validly tendered (and not validly withdrawn) prior to the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').
ISIN / CUSIP No.
|
Existing notes to be exchanged (collectively, the 'Original Notes'
and each, a 'series')
|
Aggregate principal amount
outstanding[1]
|
New notes to be issued in exchange (collectively, the
'Exchange Notes' and each, a 'series')
|
Aggregate Principal Amount Tendered
|
Aggregate Principal Amount Accepted for Exchange
|
US404280AE90/
404280AE9
|
7.35%
Subordinated Notes Due 2032 (the 'Original 7.35% Notes due
2032')
|
$222,042,000
|
7.35%
Subordinated Notes Due 2032 (the 'Exchange 7.35% Notes due
2032')
|
$96,878,000
|
$96,878,000
|
US404280AF65/
404280AF6
|
7.625%
Subordinated Notes Due 2032 (the 'A
Original 7.625% Notes due 2032')
|
$483,613,000
|
7.625%
Subordinated Notes Due 2032 (the 'Exchange 7.625% Notes due
2032')
|
$218,851,000
|
$218,851,000
|
Rule
144A Notes: US404280AD18/ 404280AD1
Reg S Notes: USG4634UAV47/ G4634UAV4
|
7.625%
Subordinated Notes Due 2032 (the 'B
Original 7.625% Notes due 2032')
|
$4,300,000
|
Exchange
7.625% Notes due 2032
|
$4,300,000
|
$4,300,000
|
US404280AG49/
404280AG4
|
6.5%
Subordinated Notes Due 2036 (the 'Original Notes due 2036')
|
$2,000,000,000
|
6.5%
Subordinated Notes Due 2036 (the 'Exchange Notes due 2036')
|
$569,189,000
|
$569,189,000
|
|
US404280AH22/
404280AH2
|
6.5%
Subordinated Notes Due 2037 (the 'Original Notes due 2037')
|
$2,500,000,000
|
6.5%
Subordinated Notes Due 2037 (the 'Exchange Notes due 2037')
|
$985,360,000
|
$985,360,000
|
|
US404280AJ87/
404280AJ8
|
6.8%
Subordinated Notes Due 2038 (the 'Original Notes due 2038')
|
$1,500,000,000
|
6.8%
Subordinated Notes Due 2038 (the 'Exchange Notes due 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.
ISIN / CUSIP No.
|
Title of Notes
|
Principal Amount Outstanding
|
Principal Amount Tendered
|
Principal Amount Accepted
|
Aggregate Consideration(1)
|
US404280AE90/
404280AE9
|
7.35%
Subordinated Notes Due 2032
|
$222,042,000
|
$416,000
|
$416,000
|
$470,304.64
|
US404280AF65/
404280AF6
|
7.625%
Subordinated 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/ G4634UAV4
|
7.625%
Subordinated 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$2,985bn at 30 June
2022, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
[1] The
'$' symbol refers to US dollars.
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
|
|
|
|
By:
|
|
Name:
Aileen Taylor
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
Date:
14 September 2022
|
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