TIDMHSBA
RNS Number : 6013X
HSBC Holdings PLC
30 August 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
RELATING TO SECURITIES SUBJECT TO THE EXCHANGE OFFERS AND
CONCURRENT CASH TER OFFERS THAT QUALIFIED AS INSIDE INFORMATION
WITHIN THE MEANING OF ARTICLE 7(1) OF REGULATION (EU) NO 596/2014
AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
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
are being made solely pursuant to the REGISTRATION STATEMENT and
THE OFFER TO PURCHAse, Respectively.
HSBC Holdings plc Amends Consideration for the Exchange Offers
and Concurrent Cash Tender Offers for Subordinated Notes and
Extends Expiration Deadline
London, England -- HSBC Holdings plc (the 'Company') announces
today that it has amended the consideration and extended the
expiration deadline for (i) its offers to exchange (the 'Exchange
Offers' and each, an 'Exchange Offer') any and all validly tendered
(and not validly withdrawn) and accepted notes of the series of
Original Notes (as defined below) for 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 (the 'SEC') and which was declared effective on
24 August 2022, and the related letter of transmittal, copies of
which may be obtained from the Exchange Agent; and (ii) its offers
to purchase for cash the Original 7.35% Notes due 2032, the A
Original 7.625% Notes due 2032 and the B Original 7.625% Notes due
2032 (the 'Cash Tender Notes'), up to a maximum aggregate principal
amount of $70,000,000, solely to holders of such Cash Tender Notes
that (1) are not 'qualified institutional buyers' as defined in
Rule 144A under the Securities Act; and (2) hold an aggregate
principal amount of less than $200,000 in the relevant series of
the Cash Tender Notes, under the terms and conditions of the offer
to purchase dated as of 2 August 2022, as amended on 30 August 2022
(the 'Offer to Purchase') and the related certification instruction
letter, copies of which may be obtained from the Depositary and
Information Agent (the 'Concurrent Cash Tender Offers').
Based on investor feedback received by the Dealer Manager and
the Company, the Company is increasing the Participation Cash
Incentive (as defined below) in relation to the Exchange Offers and
the Cash Tender Notes Consideration (as defined below) in relation
to the Concurrent Cash Tender Offers. Due to these amendments to
the consideration payable by the Company in the Exchange Offers and
the Concurrent Cash Tender Offers, the Company is also extending
the expiration deadline in relation to the Exchange Offers and the
Concurrent Cash Tender Offers.
The Exchange Offers
The Company has increased the Participation Cash Incentive and
the Total Consideration for the Exchange Offers to the amounts set
out in the table below. The Exchange Consideration per $1,000
principal amount of the applicable series of Original Notes validly
tendered and accepted for exchange is unchanged and remains at
$1,000 principal amount of the Exchange Notes of the corresponding
series.
New notes to
Existing notes be issued
to be exchanged Aggregate in exchange Exchange
(collectively, principal (collectively, Consideration
the 'Original amount the 'Exchange (principal Participation
ISIN / CUSIP Notes' and each, outstanding Notes' and each, amount) Cash Total
No. a 'series') [1] a 'series') (1) Incentive(4) Consideration(1)(2)
-------------- -------------------- -------------- ------------------- ------------- ------------- -------------------
7.35% Subordinated 7.35% Subordinated
Notes Due 2032 Notes Due 2032
(the 'Original (the 'Exchange
US404280AE90/ 7.35% Notes due 7.35% Notes due
404280AE9 2032') $222,042,000 2032') $1,000 $15 $1,015
7.625% Subordinated 7.625% Subordinated
Notes Due 2032 Notes Due 2032
(the 'A Original (the 'Exchange
US404280AF65/ 7.625% Notes 7.625% Notes
404280AF6 due 2032') $483,613,000 due 2032') $1,000 $15 $1,015
Rule 144A
Notes:
US404280AD18/ 7.625% Subordinated
404280AD1 Notes Due 2032
Reg S Notes: (the 'B Original
USG4634UAV47/ 7.625% Notes Exchange 7.625%
G4634UAV4 due 2032') (3) $4,300,000 Notes due 2032 $1,000 $15 $1,015
6.5% Subordinated 6.5% Subordinated
Notes Due 2036 Notes Due 2036
US404280AG49/ (the 'Original (the 'Exchange
404280AG4 Notes due 2036') $2,000,000,000 Notes due 2036') $1,000 $15 $1,015
6.5% Subordinated 6.5% Subordinated
Notes Due 2037 Notes Due 2037
US404280AH22/ (the 'Original (the 'Exchange
404280AH2 Notes due 2037') $2,500,000,000 Notes due 2037') $1,000 $15 $1,015
6.8% Subordinated 6.8% Subordinated
Notes Due 2038 Notes Due 2038
US404280AJ87/ (the 'Original (the 'Exchange
404280AJ8 Notes due 2038') $1,500,000,000 Notes due 2038') $1,000 $15 $1,015
_____________
(1) Consideration per $1,000 principal amount of the applicable
series of Original Notes validly tendered and accepted for
exchange. Holders of Original Notes must tender a minimum aggregate
principal amount of $200,000 of a series of Original Notes in order
to participate in the Exchange Offer for such series.
(2) Includes the Participation Cash Incentive (as defined below)
payable for the applicable series of Original Notes validly
tendered and not validly withdrawn prior to the New Expiration
Deadline (as defined below).
(3) The B Original 7.625% Notes due 2032 are not registered
under the Securities Act and were issued and sold by the Company in
reliance upon an exemption from the registration requirements of
the Securities Act.
(4) Participation Cash Incentive per $1,000 principal amount of
Original Notes validly tendered and accepted for exchange pursuant
to the Exchange Offer.
In exchange for each $1,000 principal amount of Original Notes
of a series that is validly tendered prior to the New Expiration
Deadline (as defined below) and not validly withdrawn prior to the
New Expiration Deadline (as defined below) of the relevant Exchange
Offer, holders will be eligible to receive the total consideration
set out in the table above (the 'Total Consideration'), comprising
$1,000 principal amount of Exchange Notes of the corresponding
series (the 'Exchange Consideration') and the cash incentive
specified in the table above (the 'Participation Cash
Incentive').
The expiration deadline for the Exchange Offers, which was
originally scheduled to take place at 11:59 p.m., New York City
time, on 29 August 2022, has been extended until 11:59 p.m., New
York City time, on 13 September 2022 , unless further extended (the
'New Expiration Deadline').
Except as set forth in this announcement, all other terms of the
Exchange Offers remain unchanged.
The Company was advised by Global Bondholder Services
Corporation as the Exchange Agent and Information Agent that, as of
11:59 p.m., New York City time, on 29 August 2022 (which was the
original expiration deadline), $70,278,000 aggregate principal
amount of the Original 7.35% Notes due 2032, $101,614,000 aggregate
principal amount of the A Original 7.625% Notes due 2032,
$4,300,000 aggregate principal amount of the B Original 7.625%
Notes due 2032, $155,177,000 aggregate principal amount of the
Original Notes due 2036, $324,562,000 aggregate principal amount of
the Original Notes due 2037 and $330,008,000 aggregate principal
amount of the Original Notes due 2038 had been validly tendered and
not validly withdrawn.
The Company intends to issue the Exchange Notes promptly after
the New Expiration Deadline. In order to be exchanged, an Original
Note must be validly tendered, not validly withdrawn and accepted
prior to the relevant New Expiration Deadline for such series of
Original Notes. The Company intends to exchange all Original Notes
that are validly tendered and not validly withdrawn, subject to the
satisfaction or waiver of the conditions of the Exchange Offers
(see 'Conditions to the Exchange Offers' in the Registration
Statement).
The terms and conditions of the Exchange Offers are described in
the Registration Statement and the related letter of
transmittal.
The Concurrent Cash Tender Offers
The Company has amended the consideration (the 'Cash Tender
Notes Consideration') payable for each $1,000 principal amount of
each series of Cash Tender Notes validly tendered and not validly
withdrawn at or prior to the New Expiration Deadline and accepted
by the Company, by decreasing the applicable Fixed Spread for each
series of Cash Tender Notes (as set forth in the table below),
which is used to determine the consideration payable for the Cash
Tender Notes in accordance with the formula contained in the Offer
to Purchase.
Cash Tender Notes CUSIP Principal Reference Fixed Spread
Amount Outstanding Security
------------------------- ------------------- --------------------- ----------------- --------------
Original 7.35% Notes $222,042,000 US Treasury +220 bps
due 2032 404280AE9 2.875% due
May 15, 2032
(US91282CEP23)
------------------------- ------------------- --------------------- ----------------- --------------
A Original 7.625% Notes $483,613,000 US Treasury +220 bps
due 2032 2.875% due
May 15, 2032
404280AF6 (US91282CEP23)
------------------------- ------------------- --------------------- ----------------- --------------
B Original 7.625% Notes Rule 144A $4,300,000 US Treasury +220 bps
due 2032 Notes: 404280AD1 2.875% due
May 15, 2032
Reg S Notes: (US91282CEP23)
G4634UAV4
The Cash Tender Notes Consideration will be calculated at or
around 11:00 a.m., New York City Time, on 13 September 2022, unless
extended by the Company.
The expiration deadline for the Concurrent C ash Tender Offers,
which was originally scheduled to take place at 11:59 p.m., New
York City time, on 29 August 2022, has been extended until the New
Expiration Deadline.
Except as set forth in this announcement, all other terms of the
Concurrent Cash Tender Offers remain unchanged.
The Company was advised by Global Bondholder Services
Corporation as the Depositary and Information Agent that, as of
11:59 p.m., New York City time, on 29 August 2022 (which was the
original expiration deadline), $5,319,000 aggregate principal
amount of the Original 7.35% Notes due 2032, $546,000 aggregate
principal amount of the A Original 7.625% Notes due 2032 and $0
(nil) aggregate principal amount of the B Original 7.625% Notes due
2032 had been validly tendered and not validly withdrawn.
The terms and conditions of the Concurrent Cash Tender Offers
are described in the Offer to Purchase and the related
certification instruction letter.
For the avoidance of doubt, holders of Original Notes or Cash
Tender Notes already validly tendered, and not validly withdrawn by
the New Expiration Deadline, into either of the Exchange Offers or
the Concurrent Cash Tender Offers, as applicable, shall be eligible
to receive the increased Participation Cash Incentive or the Cash
Tender Notes Consideration as calculated on the basis of the
decreased Fixed Spread, respectively, with no need to resubmit
their tenders.
Tenders of Original Notes tendered in the Exchange Offers or of
Cash Tender Notes tendered in the Concurrent Cash Tender Offers,
respectively, may be withdrawn at any time before the New
Expiration Deadline.
.....
Holders of Original Notes and/or Cash Tender Notes are advised
to check with any bank, securities broker or other intermediary
through which they hold Original Notes and/or Cash Tender Notes, as
applicable, 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, an Exchange Offer and/or a Cash Offer before the
deadline specified herein, in the Registration Statement or in the
Offer to Purchase, as applicable. The deadlines set by any such
intermediary and The Depository Trust Company for the submission
and withdrawal of tender instructions will be earlier than the
relevant deadline specified herein, in the Registration Statement
or in the Offer to Purchase, as applicable.
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
Exchange Offers or the Concurrent Cash Tender Offers.
Capitalised terms used in this announcement and not defined
herein have the meanings given to them in the Registration
Statement.
The Registration Statement, the letter of transmittal, the Offer
to Purchase, each as updated as of the date hereof, and the related
certification instruction letter are available at the following
link: https://www.gbsc-usa.com/hsbc/ .
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 released by HSBC Holdings plc and contains
information that qualified as inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of the
domestic law of the United Kingdom by virtue of the EUWA ("UK
MAR"), encompassing information relating to Original Notes and Cash
Tender Notes subject to the Exchange Offers and the Concurrent Cash
Tender Offers described above. For the purposes of UK MAR, this
announcement is made by Richard O'Connor, Global Head of Investor
Relations, on behalf of HSBC Holdings plc.
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 are only being made pursuant to the Registration
Statement and the Offer to Purchase, respectively. Holders of the
Original Notes are urged to carefully read the Registration
Statement and the Offer to Purchase, as applicable, before making
any decision with respect to the Exchange Offers or the Concurrent
Cash Tender Offers.
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 will 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 will be 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. Holders or beneficial owners of the Original Notes or
the Cash Tender Notes that are located in Italy can offer to
exchange Original Notes pursuant to the Exchange Offers or can
tender the Cash Tender Notes for purchase in the Concurrent Cash
Tender Offers, respectively, 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 Exchange Offers and the Concurrent Cash Tender
Offers.
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.
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$ 2,985 bn at 30 June 2022,
HSBC is one of the world's largest banking and financial services
organisations.
ends/all
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MSCGZGFRGGZGZZM
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