TIDMHSBA
RNS Number : 3665K
HSBC Holdings PLC
01 September 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS " (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT ")).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
HSBC HOLDINGS plc
(Incorporated with limited liability in England and Wales,
registered number 00617987; the liability of its members is
limited)
("HGHQ" and an "Issuer")
and
HSBC BANK PLC
(Incorporated with limited liability in England and Wales,
registered number 00014259; the liability of its members is
limited)
("HBEU " and an "Issuer ")
and
HSBC BANK CAPITAL FUNDING (STERLING 1) L.P.
(Established in Jersey as a limited partnership under the
Limited Partnerships (Jersey) Law 1994)
acting by HSBC Bank (General Partner) Limited
("Jersey L.P." an "Issuer " and together with HGHQ and HBEU, the
"Issuers ")
to all holders of the outstanding securities listed in the table
on the following page
(each a "Series " and together, the "Securities ")
The Issuers have today given a Notice of Separate Holder
Meetings (the "Notice of the Meetings") in relation to their
respective Securities for the purpose of soliciting consent from
the Eligible Holders (as defined in the Consent Solicitation
Memorandum) of their outstanding Securities in each case to consent
to the modification of the terms and conditions of the relevant
Series (the "Conditions") by way of variation and consequential or
related amendments to the transaction documents for the relevant
Series by way of variation such that: (A) in the case of the GBP
Tier 1 Securities and the Subordinated Notes (each as defined
below), (i) (a) sterling London Inter Bank Offered Rate ("LIBOR")
is replaced by a Sterling Overnight Index Average ("SONIA ")-based
reference rate; (b) an adjustment is made to reflect the economic
difference between the sterling LIBOR and SONIA rates (using credit
spread adjustments between sterling LIBOR and SONIA reference rates
contained in the ISDA IBOR Fallbacks Supplement (as defined in the
Consent Solicitation Memorandum)) and (c) the Margin (as defined in
the relevant Conditions) applicable to such Series of Securities
remains unaltered; (ii) new fallbacks relating to SONIA are
included; and (iii) further new fallbacks are included if a
Benchmark Event (as defined in the Consent Solicitation Memorandum)
occurs with respect to SONIA; (B) in the case of the SGD AT1
Securities (as defined below), (i) (a) the Singapore Dollar Swap
Offer Rate ("SOR ") linked swap rate is replaced by a Singapore
Overnight Rate Average ("SORA ") linked swap rate; (b) an
adjustment is made to reflect the economic difference between the
SOR and SORA rates (using the methodology set out in the Consent
Solicitation Memorandum) and (c) the Resettable Security Margin (as
defined in the relevant Conditions) applicable to each such Series
of Securities remains unaltered; (ii) new fallbacks relating to
SORA are included; and (iii) further new fallbacks are included if
a Benchmark Event (as defined in the Consent Solicitation
Memorandum) occurs with respect to SORA; or (C) in the case of the
Senior Notes (as defined below), (i) (a) the sterling LIBOR linked
mid-swap rate is replaced by a SONIA linked mid-swap rate; (b) an
adjustment is made to reflect the economic difference between the
sterling LIBOR-based and SONIA-based rates and (c) the First Margin
(as defined in the relevant Conditions) applicable to such Series
of Securities remains unaltered; (ii) new fallbacks relating to
SONIA are included, as proposed by each of the Issuers in relation
to their respective Series, for approval by, in the case of the GBP
Tier 1 Securities, the partnership resolution of the holders of
such Series (the "Partnership Resolution") and, in the case of all
other Securities, a separate extraordinary resolution of the
holders of such Series (each an "Extraordinary Resolution" and
together with the Partnership Resolution, each a "Relevant
Resolution"), all as further described in the consent solicitation
memorandum dated 1 September 2021 (the "Consent Solicitation
Memorandum") (each such invitation a "Consent Solicitation " and
together, the "Consent Solicitations ").
In light of the ongoing uncertainty in relation to Coronavirus
(COVID-19) and the continued risks associated with it, it may be
inadvisable to hold each relevant Meeting (and any relevant
adjourned Meeting) at a physical location and, therefore, all
Meetings (and any adjourned Meetings) are being convened to be held
via teleconference. In the case of each of the SGD AT1 Securities,
the Subordinated Notes and the Senior Notes, in accordance with the
provisions of the relevant Trust Deed, the relevant Issuer has
requested that the Trustee prescribes appropriate regulations
regarding the holding of the relevant Meeting (and any relevant
adjourned Meeting) via teleconference. In the case of the GBP Tier
1 Securities, pursuant to the Partnership Agreement, the chairman
will preside at the relevant Meeting (and at any adjourned Meeting)
in Jersey. Due to the continuing risks associated with COVID-19 and
related restrictions on travel and the number of persons able to
attend a Meeting in person, Holders wishing to attend are invited
to attend via teleconference.
Each separate Meeting convened by the relevant Issuer will be
held by teleconference platform on 24 September 2021. The Issuers
will take appropriate steps to ensure that only those who would
otherwise be entitled to attend and vote at a physical meeting will
be entitled to attend the teleconference for the relevant
Meeting.
No consent fee will be payable in connection with any Consent
Solicitation.
THE SECURITIES
Outstanding
Issuer principal Principal
ISIN Description amount Trustee Paying Agent Registrar
-------------- ------------- ------------------- --------------- --------------- --------------- ---------------
HSBC Bank XS0179407910 GBP700,000,000 GBP700,000,000 Not applicable HSBC Bank plc, HSBC Trustee
Capital 5.844 per cent. Guernsey (C.I.) Limited
Funding Non-cumulative Branch
(Sterling 1) Step-up Perpetual
L.P. Preferred
Securities (the
"GBP Tier 1
Securities ")
HSBC Holdings XS1624509300 SGD 1,000,000,000 SGD The Law HSBC Bank plc HSBC Bank plc
plc 4.70 per cent. 1,000,000,000 Debenture
Perpetual Trust
Subordinated Corporation
Contingent p.l.c.
Convertible
Securities
(the "2017 SGD AT1
Securities ")
HSBC Holdings XS1882693036 SGD 750,000,000 SGD The Law HSBC Bank plc HSBC Bank plc
plc 5.00 per cent. 750,000,000 Debenture
Perpetual Trust
Subordinated Corporation
Contingent p.l.c.
Convertible
Securities (the
"2018 SGD AT1
Securities " and
together with the
2017 SGD AT1
Securities, the
"SGD AT1
Securities
")
HSBC Bank plc XS0204377310 GBP 350,000,000 GBP The Law HSBC Bank plc Not applicable
5.375 per cent. 350,000,000 Debenture
Callable Trust
Subordinated Corporation
Step-up Notes due p.l.c.
2030 (the
"Subordinated
Notes ")
HSBC Holdings XS1716248197 GBP 1,000,000,000 GBP The Law HSBC Bank plc Not applicable
plc 2.256 per cent. 1,000,000,000 Debenture
Resettable Notes Trust
due November 2026 Corporation
(the "Senior Notes p.l.c.
")
SUMMARY OF PROPOSED AMMENTS
Securities Summary of Existing New SONIA Adjustment
Proposed LIBOR / SOR / SORA Rate Spread
Amendments Rate or swap rate (Bloomberg
(Screen) (as applicable) Screen)
(Bloomberg
Screen)
GBP Tier Six-month Daily The historical
1 Securities * Replace six-month LIBOR with daily compounded SONIA LIBOR Compounded 5-year median
(XS0179407910) (effectively SONIA, 5-day difference
Bloomberg Observation between sterling
* Add new fallbacks related to SONIA Screen Shift format, LIBOR and SONIA
BP0006M paid (SBP0006M Index)
Index) semi-annually
* Add new further fallbacks for if a Benchmark Event (SONIO/N Index)
occurs with respect to SONIA
2017 SGD 5-year SGD 5-year SGD Bloomberg Screen
AT1 Securities Swap Offer OIS linked SWPM (see
(XS1624509300) Rate (SOR) swap rate, parameters
(Bloomberg paid to be input
Screen SDSW5 semi-annually in section
TPRA Curncy) (SDSOA5 BGN "Adjustment
Curncy) Rate for the
SGD AT1
Securities"
in the Consent
Solicitation
Memorandum)
* The Singapore Dollar Swap Offer Rate ("SOR ") linked
2018 SGD swap rate is replaced by a Singapore Overnight Rate
AT1 Securities Average ("SORA ") linked swap rate
(XS1882693036)
* Add new fallbacks relating to SORA
* Add further new fallbacks for if a Benchmark Event
occurs with respect to SORA
Subordinated Three-month Daily The historical
Notes * Replace three-month LIBOR with daily compounded SONIA LIBOR Compounded 5-year median
(XS0204377310) (effectively SONIA, 5-day difference
Bloomberg Observation between sterling
* Add new fallbacks related to SONIA Screen Shift format, LIBOR and SONIA
BP0003M paid quarterly (SBP0003M Index)
Index) (SONIO/N Index)
* Add further fallbacks for if a Benchmark Event occurs
with respect to SONIA
Senior 1-year 1-year SONIA The historical
Notes * Replace LIBOR linked 1-year mid-swap rate with SONIA LIBOR linked ICE 5-year median
(XS1716248197) linked mid-swap rate Mid-Swaps Swap Rate, difference
(Bloomberg paid annually between sterling
Screen BPSW1 (BPISDS01 LIBOR and SONIA
* Add new fallbacks related to SONIA Curncy) Index) (SBP0006M
Index)
1. NOTICE OF THE MEETINGS IN RESPECT OF THE SECURITIES
The Notice of the Meetings will be available for viewing at the
following website:
http://www.rns-pdf.londonstockexchange.com/rns/3665K_1-2021-9-1.pdf
2. INDICATIVE TIMETABLE FOR THE CONSENT SOLICITATIONS
Set out below is an indicative timetable showing one possible
outcome for the timing of the Consent Solicitations, which will
depend, among other things, on timely receipt (and non revocation)
of instructions, the rights of the Issuers (where applicable) to
extend, waive any condition of, amend and/or terminate any Consent
Solicitation (other than the terms of the Relevant Resolution) as
described in the Consent Solicitation Memorandum and the passing of
each Relevant Resolution at the initial Meeting for the relevant
Series. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date/Time Action
---------------------- -----------------------------------------------------------
1 September Announcement of Consent Solicitations
2021
(At least 21 1. Notice of the Meetings to be delivered to
clear days before the Clearing Systems.
the Meetings) Notice of the Meetings released through the
regulatory news service of the London Stock
Exchange in respect of all of the Securities.
Notice of the Meetings released through the
website of the Luxembourg Stock Exchange
in relation to the Meetings in respect of
the GBP Tier 1 Securities.
Notice of the Meetings released through a
regulatory information service available
on Euronext Dublin in relation to the Meetings
in respect of the SGD AT1 Securities.
Notice of the Meetings in respect of the
GBP Tier 1 Securities to be mailed to the
holders of record at their respective addresses
in the register of holders.
Electronic copies of the Consent Solicitation
Memorandum to be available from the Tabulation
Agent and electronic copies of the Holder
Information (as defined in the Notice of
the Meetings) to be available upon request
from the relevant Principal Paying Agent.
From this date, Holders may arrange for Securities
held by Euroclear and/or Clearstream, Luxembourg
in their accounts to be blocked in such accounts
and held to the order and under the control
of the relevant Principal Paying Agent or
relevant Registrar (as applicable) in order
to obtain a form of proxy (or a document
to that effect) or give valid Consent Instructions
or Ineligible Holder Instructions to the
Tabulation Agent.
Expiration Deadline
22 September 2. The Consent Solicitations will expire at
2021 10.00 a.m. (London time) 22 September 2021
(such time and date with respect to each
Series, the "Expiration Deadline").
3. The Expiration Deadline is the final time
by which Holders can arrange for:
(i) obtaining a form of proxy (or a document
to that effect) from the relevant Principal
Paying Agent or relevant Registrar (as applicable)
in order to attend and vote at the relevant
Meeting (via teleconference); or
(ii) receipt by the Tabulation Agent of valid
Consent Instructions or Ineligible Holder
Instructions in accordance with the procedures
of Euroclear and/or Clearstream, Luxembourg.
This will also be the deadline for making
any other arrangements to attend or be represented
or to vote at the relevant Meeting (via teleconference).
4. The Expiration Deadline is also the final
time by which Holders can give notice to
the Tabulation Agent (via the Clearing Systems)
and the relevant Principal Paying Agent or
relevant Registrar (as applicable) of any
intended revocation of, or amendment to,
Consent Instructions or Ineligible Holder
Instructions previously given by them.
From 10.00 a.m. 5. Holders' Meetings Held
(London time) The initial Meeting in respect of:
on 24 September (i) GBP Tier 1 Securities (the "GBP Tier
2021 1 Securities Meeting") will commence at 10.00
a.m. (London time);
(ii) 2017 SGD AT1 Securities (the "2017 SGD
AT1 Securities Meeting") will commence at
10.30 a.m. (London time) or after the completion
of the GBP Tier 1 Securities Meeting (whichever
is later);
(iii) 2018 SGD AT1 Securities (the "2018
SGD AT1 Securities Meeting") will commence
at 10.50 a.m. (London time) or after the
completion of the 2017 SGD AT1 Securities
Meeting (whichever is later);
(iv) Subordinated Notes (the "Subordinated
Notes Meeting will commence at 11.10 a.m.
(London time) or after the completion of
the 2018 SGD AT1 Securities Meeting (whichever
is later); and
(v) Senior Notes (the "Senior Notes Meeting")
will commence at 11.30 a.m. (London time)
or after the completion of the Subordinated
Notes Meeting (whichever is later).
If the Relevant Resolution is passed at the relevant Meeting:
Announcement of results of Meetings
As soon as reasonably 6. Announcement of (i) the results of the Meetings
practicable and (ii) if the Relevant Resolution is passed,
after the Meetings satisfaction (or not) of the Eligibility
Condition released on (a) the regulatory
news service of the London Stock Exchange
in respect of all of the Securities, (b)
the website of the Luxembourg Stock Exchange
in respect of the GBP Tier 1 Securities and
(c) a regulatory information service available
on Euronext Dublin in respect of the SGD
AT1 Securities.
Delivery of notice of (i) the results of
the Meetings and (ii) if the Relevant Resolution
is passed, satisfaction (or not) of the Eligibility
Condition to the Clearing Systems for communication
to their account holders. Such notice mailed
to the holders of record of the GBP Tier
1 Securities.
SGD AT1 Securities - Pricing Date and Time
At or around 7. Solicitation Agent to calculate the Adjustment
2.00 p.m. (London Rate for each Series of SGD AT1 Securities.
time) on 24 As soon as practicable thereafter:
September 2021 (i) announcement of the relevant Adjustment
(the "Pricing Rate on the regulatory information service
Date") available on Euronext Dublin; and
(ii) delivery of notice of the relevant Adjustment
Rate to the Clearing Systems for communication
to their account holders.
Effective Date 8. If the Relevant Resolution is passed at the
relevant initial Meeting (or at a subsequent
adjourned Meeting) and the Eligibility Condition
is satisfied, the relevant Supplemental Trust
Deed or the Supplemental Partnership Agreement
(as applicable) and any other relevant ancillary
documentation will be executed by the relevant
Issuer and the Trustee or the General Partner
and HBEU (as applicable) and the modifications
by way of variation to the Conditions of
the relevant Series described in the Consent
Solicitation Memorandum will be implemented
with effect from the Effective Date.
If a quorum is not achieved at a Meeting or the quorum is
achieved and the Relevant Resolution is passed but the Eligibility
Condition is not satisfied, such Meeting shall be adjourned and the
adjourned Meeting of Holders for that Series will be held at a date
as will be notified to the Holders in the notice of the adjourned
Meeting.
HGHQ's earnings release for the nine-month period ended 30
September 2021 (the "Q3 2021 Earnings Release") is expected to be
published on 25 October 2021. In case any Meetings are adjourned,
such adjourned Meetings will be held on a date following the
publication of the Q3 2021 Earnings Release which will allow
sufficient time for Holders to submit instructions to participate
at such adjourned Meeting or to revoke their instructions after the
publication of the Q3 2021 Earnings Release.
Any adjourned Meeting will be held in accordance with the terms
of the relevant Trust Deed or the Partnership Agreement (as
applicable). If the Relevant Resolution is passed at such adjourned
Meeting and the Eligibility Condition is satisfied in respect of
the relevant Series, the relevant Supplemental Trust Deed or the
Supplemental Partnership Agreement (as applicable) and any other
relevant ancillary documentation will be executed by the relevant
Issuer and the Trustee or the General Partner and HBEU (as
applicable) and the modifications by way of variation with respect
to such Series described in the Consent Solicitation Memorandum
will be implemented on the Effective Date, in each case subject to
termination of the relevant Consent Solicitation as set out in
"Amendment and Termination" in the Consent Solicitation Memorandum.
The Effective Date is subject to change in the case of an adjourned
meeting.
Holders are advised to check with any Clearing System, bank,
securities broker or other intermediary through which they hold
Securities when such Clearing System or intermediary would need to
receive instructions from a Holder in order for that Holder to be
able to participate in, or revoke their instruction to participate
in, the relevant Consent Solicitation by the deadlines specified
above. The deadlines set by any such intermediary and each Clearing
System for the submission and revocation of Consent Instructions
may be earlier than the relevant deadlines specified above.
Capitalised terms used but not defined herein shall have the
meanings set out in the Consent Solicitation Memorandum.
DOCUMENTS AVAILABLE FOR INSPECTION
Electronic copies of (i) the Consent Solicitation Memorandum,
(ii) the Notice of the Meetings, (iii) the current drafts of each
Supplemental Trust Deed, (iv) the current drafts of each Amended
and Restated Pricing Supplement, in respect of the SGD AT1
Securities Proposed Amendments and the Subordinated Notes Proposed
Amendments, (v) the Amended and Restated Senior Notes Final Terms,
in respect of the Senior Notes Proposed Amendments, (vi) the
current draft of the Supplemental Partnership Agreement, (vii) the
current draft of the Deed of Confirmation, in respect of the GBP
Tier 1 Securities Proposed Amendments, (viii) the current draft of
the supplemental trust deed implementing the Subordinated Note
Amendments and (ix) such other ancillary documents as may be
approved by the Trustee or the General Partner (as applicable)
and/or such other relevant party as are necessary or desirable to
give effect to the relevant Proposal in full will be available for
inspection by Holders, upon request, from the date of this Notice
from the relevant Principal Paying Agent and the Tabulation Agent
during normal business hours on any week day (public holidays
excepted) up to and including the date of the relevant Meeting,
provided that, in each case, a Holder will be required to produce
evidence satisfactory to the relevant Principal Paying Agent or the
Tabulation Agent (as applicable) as to his or her status as a
Holder before being provided with copies of the Holder
Information.
Holders should contact the following for further
information:
The Solicitation Agent
HSBC Bank plc (in its capacity as Solicitation Agent), 8 Canada
Square, London E14 5HQ, United Kingdom
(Attention: Liability Management, Telephone: +44 20 7992 6237,
Email: LM_EMEA@hsbc.com)
The Tabulation Agent
Lucid Issuer Services Limited, The Shard, 32 London Bridge
Street, London SE1 9SG, United Kingdom
(Attention: Arlind Bytyqi / Mu-yen Lo, Telephone: +44 20 7704
0880, Email: hsbc@lucid-is.com)
The Principal Paying Agents
HSBC Bank plc (in its capacity as Principal Paying Agent), 8
Canada Square, London E14 5HQ, United Kingdom
(Attention: Manager, Client Services, Issuer Services,
Telephone: +44 20 7991 3742,
ctlondon.conventional@hsbc.com ; ctla.corporateactions@hsbc.com )
HSBC Bank plc, Guernsey Branch, St Julian's Avenue, St Peter
Port, Guernsey, GY1 3NF
(Attention: David Stoddart, Telephone: +44 1481 759100, Email:
david.j.stoddart@hsbcpb.com )
The Registrars
HSBC Bank plc (in its capacity as Registrar), 8 Canada Square,
London E14 5HQ, United Kingdom
(Attention: Manager, Client Services, Issuer Services,
Telephone: +44 20 7991 3742, ctlondon.conventional@hsbc.com ;
ctla.corporateactions@hsbc.com )
HSBC Trustee (C.I.) Limited, HSBC House, Esplanade, St Helier,
Jersey JE1 1GT
(Attention: Manager, Corporate Services, Telephone: +44 1534
672671, Email: jacki.f.braid@hsbcpb.com )
This Notice is given by
HSBC BANK PLC (LEI: MP6I5ZYZBEU3UXPYFY54)
HSBC HOLDINGS PLC (LEI: MLU0ZO3ML4LN2LL2TL39) and
HSBC BANK CAPITAL FUNDING (STERLING 1) L.P. (acting by HSBC Bank
(General Partner) Limited) (LEI: 2138007XGRZME1ZCTY76)
Dated 1 September 2021
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to any Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
Consent Solicitations or the Relevant Resolution, it is recommended
to seek its own financial and legal advice, including in respect of
any tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Securities 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 relevant Consent Solicitation or otherwise vote
in respect of the Relevant Resolution. None of the Issuers, the
Solicitation Agent, the Tabulation Agent, the Trustee, the
Registrars or the Principal Paying Agents makes any recommendation
whether Holders should participate in the relevant Consent
Solicitation or otherwise vote in respect of the Relevant
Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
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END
MSCUPUAABUPGUMG
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