8 May 2024
HSBC HOLDINGS
PLC ANNOUNCES TENDER OFFERS
FOR FOUR SERIES OF NOTES
HSBC Holdings plc (the 'Company', 'we' or 'us') has announced the anticipated
launch of four separate offers to purchase for cash any and all of
the outstanding series of notes listed in the table below. The
launch of the Offers (as defined below) is expected to be at or
around 10:00 a.m. (New York City time) on May 8, 2024 (the
'Launch Date'). The Offer
Documents will be available from 10:00 a.m. (New York City time) on
the Launch Date at the following link: https://www.gbsc-usa.com/hsbc/.
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 an 'Offer', and collectively as the
'Offers'. The Offers are
made upon the terms and subject to the conditions set forth in the
Offer to Purchase dated May 8, 2024, relating to the Notes (the
'Offer to Purchase') and
the related notice of guaranteed delivery (the 'Notice of Guaranteed Delivery', and
together with the Offer to Purchase, the 'Offer Documents'). As of the date of
the Offer to Purchase, the aggregate outstanding principal amount
of Notes subject to the Offers is $10,000,000,000.
References to '$' are to U.S. dollars.
Acceptance Priority
Level(1)
|
Title of
Notes
|
CUSIP
|
Maturity
Date
|
First Optional Redemption
Date(2)
|
Principal Amount
Outstanding
|
Reference
Security
|
Fixed
Spread
|
1
|
3.900%
Senior Unsecured Notes due 2026 (the 'May 2026 Notes')
|
404280BB4
|
May 25,
2026
|
N/A
|
$2,500,000,000
|
UST4.875%
due April 30, 2026 (ISIN US91282CKK61)
|
+20 basis
points ('bps')
|
2
|
4.300%
Senior Unsecured Notes due 2026
(the 'March 2026
Notes')
|
404280AW9
|
March 8,
2026
|
N/A
|
$3,000,000,000
|
UST4.875%
due April 30, 2026 (ISIN US91282CKK61)
|
+20
bps
|
3
|
1.589%
Fixed Rate/Floating Rate Senior Unsecured Notes due 2027
(the
'May 2027
Notes')
|
404280CM9
|
May 24,
2027
|
May 24,
2026
|
$2,000,000,000
|
UST4.875%
due April 30, 2026 (ISIN US91282CKK61)
|
+45
bps
|
4
|
2.251%
Fixed Rate/Floating Rate Senior Unsecured Notes due 2027
(the
'November 2027
Notes')
|
404280CX5
|
November 22, 2027
|
November
22, 2026
|
$2,500,000,000
|
UST4.875%
due April 30, 2026 (ISIN US91282CKK61)
|
+45
bps
|
(1) We will accept Notes in the order
of their respective Acceptance Priority Level specified in the
table above, subject to the satisfaction of the Maximum Tender
Amount Condition and the New Issue Condition (each as defined
below). It is possible that the
Maximum Tender Amount Condition might not be met with respect to
any series of Notes with an Acceptance Priority Level greater than
1, and such series of Notes will not be accepted for purchase, even
if one or more series of Notes with a lower Acceptance Priority
Level is accepted for purchase. If any series of Notes is accepted
for purchase under the Offers, all Notes of that series that are
validly tendered and not validly withdrawn will be accepted for
purchase. As a result, no series of Notes accepted for purchase
will be prorated.
(2) For each series of Notes in
respect of which a First Optional Redemption Date is indicated, the
calculation of the applicable Consideration (as defined below) will
be performed assuming repayment of the principal on such First
Optional Redemption Date for such series of Notes, excluding
scheduled interest payments after such date.
The Offers are being undertaken to
proactively manage the Company's outstanding debt
portfolio.
Each Offer will expire at 5:00 p.m.
(New York City time) on May 14, 2024, unless extended or earlier
terminated by the Company in its sole discretion (such date and
time with respect to an 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 5:00 p.m. (New York City time) on May 14, 2024 (such date
and time with respect to an Offer, as the same may be extended, the
'Withdrawal Date'), but not
thereafter, unless extended or earlier terminated with respect to
an Offer by the Company in its sole discretion. We expect the
Settlement Date to occur on May 17, 2024, unless extended or
earlier terminated in respect of an Offer by the Company in its
sole discretion (such date and time with respect to an Offer, as
the same may be extended, the 'Settlement Date').
Each Offer is independent of the
other Offers, and we may terminate, modify or waive the conditions
of any Offer without terminating, modifying or waiving the
conditions of any other Offer.
Upon the terms and subject to the
conditions set forth in the Offer Documents, holders who (i)
validly tender Notes at or prior to the Expiration Time or (ii)
validly tender Notes at or prior to 5:00 p.m. (New York City time)
on May 16, 2024 (such date and time with respect to an Offer, as
the same may be extended, the 'Guaranteed Delivery Date') pursuant to
the Guaranteed Delivery Procedures (as defined in the Offer to
Purchase), and whose Notes are accepted for purchase by us, will
receive consideration for each $1,000 principal amount of each
series of Notes, which will be payable in cash on the Settlement
Date as described below (the 'Consideration').
The Consideration applicable to each
series of Notes validly tendered and accepted by us pursuant to the
Offers will be calculated at or around 11:00 a.m. (New York City
Time) on May 14, 2024 (such date and time with respect to an Offer,
as the same may be extended by the Company in its sole discretion,
the 'Price Determination
Date'), in accordance with the formula set forth in the
Offer to Purchase and with standard market practice, using the
applicable 'Offer Yield',
which will be equal to the sum of:
a) the applicable
'Reference Yield', as
determined by the Dealer Manager, that corresponds to the bid-side
yield of the Reference Security specified in the table above for
such series of Notes appearing on the Price Determination Date,
such yield being directly quoted on the Bloomberg Reference Page
(as defined below) and being rounded to the nearest 0.001 per cent.
(with 0.0005 per cent. being rounded up), plus
b) the Fixed Spread
specified in the table above for such series of Notes.
Accordingly, the Consideration
payable by us for each $1,000 principal amount of each series of
Notes accepted by us will equal:
(i) the present value on
the Settlement Date of $1,000 principal amount of such Notes due
on, in the case of the May 2026 Notes and the March 2026 Notes, the
maturity date (as specified in the table above) of such Notes and
in the case of the May 2027 Notes and the November 2027 Notes, the
First Optional Redemption Date (as specified in the table above) of
such Notes, and all scheduled interest payments on such $1,000
principal amount of such Notes to be made from (but excluding) the
Settlement Date up to and including such maturity date or First
Optional Redemption Date, as the case may be, discounted to the
Settlement Date at a discount rate equal to the applicable Offer
Yield, minus
(ii) the Accrued
Interest per $1,000 principal amount of such Notes;
such total amount being rounded to
the nearest cent per $1,000 principal amount of such Notes, and the
above calculation being made in accordance with standard market
practice as described by the formula set forth in the Offer to
Purchase.
The 'Bloomberg Reference Page' means the
page on Bloomberg from which the Dealer Manager will observe the
bid-side yield of the Reference Security for each series of Notes,
which is expected to be PX1 (or any other recognized quotation
source selected by us in consultation with the Dealer Manager if
such quotation source is not available or manifestly
erroneous).
As soon as reasonably practicable
after the Price Determination Date, the Company will issue a press
release specifying the Consideration for each series of Notes
validly tendered and accepted.
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 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.
It is expected that the Offers will
be financed with cash on hand.
On the date of the Offer to
Purchase, the Company expects to launch a proposed new issuance
(the 'Proposed Issuance')
of senior unsecured debt securities in two series (the
'New Notes') which are not
subject to the Offers. No assurance can be given that the Proposed
Issuance will be completed.
The Offers are subject to the terms
and conditions described in the Offer Documents. In particular, the
Company's obligation to complete an Offer with respect to a
particular series of Notes is conditioned on satisfaction of the
'Maximum Tender Amount
Condition', meaning that the sum of (a) the
Consideration (excluding Accrued Interest) for all validly tendered
and not validly withdrawn Notes of such series plus (b) the aggregate Consideration
(excluding Accrued Interest) for all validly tendered and not
validly withdrawn Notes of each series having a higher Acceptance
Priority Level (as specified in the above table, with 1 being the
highest Acceptance Priority Level and 4 being the lowest Acceptance
Priority Level), other than Excluded Notes (as defined below), does
not exceed $5,000,000,000 (the 'Maximum Tender Amount'). Our obligation
to complete the Offers is also conditioned on the successful
completion, on terms and conditions satisfactory to us in our sole
discretion, of the Proposed Issuance (the 'New Issue Condition').
Notwithstanding any other provision
in the Offer to Purchase to the contrary, if the Maximum Tender
Amount Condition is not satisfied for a particular series of Notes,
at any time at or prior to the Expiration Time, then (1) we will
not be obligated to accept for purchase such series of Notes and
will terminate the Offer with respect to such series of Notes (such
series of Notes, 'Excluded
Notes'), and (2) if there is any series of Notes having a
lower Acceptance Priority Level for which the Maximum Tender Amount
Condition is satisfied, meaning the Maximum Tender Amount is equal
to or greater than the sum of:
a) the Consideration
necessary to purchase all validly tendered and not validly
withdrawn Notes of such series (excluding Accrued Interest),
plus
b) the aggregate
Consideration necessary to purchase all validly tendered and not
validly withdrawn Notes of all series having a higher Acceptance
Priority Level than such series of Notes, other than the Excluded
Notes (in each case, excluding Accrued Interest),
then all Notes of such series having
a lower Acceptance Priority Level will be accepted for purchase,
and the Maximum Tender Amount Condition will be applied at each
subsequent Acceptance Priority Level until there is no series of
Notes with a lower Acceptance Priority Level to be considered for
purchase for which the Maximum Tender Amount Condition is
met.
It is possible that any series of
Notes with an Acceptance Priority Level greater than 1 will fail to
meet the Maximum Tender Amount Condition and therefore will not be
accepted for purchase even if one or more series with a lower
Acceptance Priority Level is accepted for purchase. If any series
of Notes is accepted for purchase under the Offers, all Notes of
that series that are validly tendered and not validly withdrawn
will be accepted for purchase. As a result, no series of Notes
accepted for purchase will be prorated.
The Company reserves the right to
amend or waive any of the conditions of the Offers, in whole or in
part, at any time or from time to time, in our sole discretion,
subject to applicable law. If any of the conditions are not
satisfied at the Expiration Time with respect to an Offer, we may,
in our sole discretion and without giving any notice, subject to
applicable law, (a) terminate such Offer, (b) extend such Offer, on
the same or amended terms, and thereby delay acceptance of any
validly tendered Notes, or (c) continue to accept
tenders.
We will, in connection with the
allocation of the New Notes in the Proposed Issuance, consider
among other factors whether or not the relevant investor seeking an
allocation of the New Notes has, prior to such allocation, validly
tendered or given a firm intention to us or the Dealer Manager that
they intend to tender their Notes pursuant to the Offers and, if
so, the aggregate principal amount of Notes tendered or intended to
be tendered by such investor.
Therefore, a holder who wishes to
subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Offers may be eligible to receive, at the
sole and absolute discretion of the Company, priority in the
allocation of the New Notes, subject to the issue of the New Notes
and such holder also making a separate application for the purchase
of such New Notes to the managing bookrunner of the issue of the
New Notes in accordance with the standard new issue procedures of
such bookrunner. However, we are not obliged to allocate the New
Notes to a holder who has validly tendered or indicated a firm
intention to tender Notes pursuant to the Offers and, if New Notes
are allocated, the principal amount thereof may be less or more
than the principal amount of Notes tendered by such holder and
accepted by us pursuant to the Offers.
All Notes accepted in the Offers
will be cancelled and retired, and will no longer remain
outstanding obligations of the Company. Holders of Notes are
advised to read carefully the Offer to Purchase, including the
'Risk Factors' section, for full details of and information on the
procedures for participating in the Offers.
The Company has retained HSBC Bank
plc as Dealer Manager for the Offers (the 'Dealer Manager'). Questions and
requests for assistance related to the Offers may be directed to
the Dealer Manager at UK: +44 (0)20 7992 6237, US: +1 (212)
525-5552 (Collect) or +1 (888) HSBC-4LM (Toll Free), or by email at
liability.management@hsbcib.com.
Global Bondholder Services
Corporation will act as the information agent (the 'Information Agent'). Questions or
requests for assistance related to the Offers or for additional
copies of the Offer Documents
may be directed to the Information Agent at +1
(855) 654-2014 (toll free) or +1 (212) 430-3774 (banks and
brokers). You may also contact your broker,
dealer, custodian bank, trust company or other nominee for
assistance concerning the Offers.
If the Company terminates an Offer,
all Notes tendered pursuant to such Offer will be returned promptly
to the tendering holders thereof.
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, an Offer before the deadlines
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 also be earlier than the relevant
deadlines specified herein and in the Offer to
Purchase.
.....
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 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 Offers.
United Kingdom. This
communication and any other documents or materials relating to the
Offers is not being made and such documents and/or materials have
not been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
'FSMA'). Accordingly, this
communication and such documents and/or materials are not being
distributed to the general public in the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of HSBC
Holdings or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Belgium. Neither this
communication nor any other documents or materials relating to the
Offers have been or will be notified to, and neither this
communication nor any other documents or materials relating to the
Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority ('Autorité des services et
marches financiers / Autoriteit financiële diensten en
markten'). The Offers may therefore
not be made in Belgium by way of a public takeover bid
(openbaar overnamebod/offer
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 Offers are conducted exclusively
under applicable private placement exemptions. The Offers may
therefore not be advertised and the Offers will not be extended,
and neither this communication nor any other documents or materials
relating to the Offers have been or will 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 and (ii) in any circumstances set
out in Article 6, §4 of the Belgian Takeover Law. This
communication has been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Offers. Accordingly, the information contained in this
communication may not be used for any other purpose or disclosed to
any other person in Belgium.
Italy. None of the Offers, this
communication or any other document or materials relating to the
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 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 the
Republic of Italy can tender the Notes for purchase in the Offers
through authorized 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 Notes and/or the
Offers.
Hong Kong. The contents of this
communication have not been reviewed by any regulatory authority in
Hong Kong. Holders of Notes should exercise caution in relation to
the Offers. If a holder of the Notes is in any doubt about any of
the contents of this communication, such holder should obtain
independent professional advice. The Offers have not been made and
will not be made in Hong Kong, by means of any document, other than
(i) to 'professional investors' as defined in the Securities and
Futures Ordinance (Cap. 571) of the laws of Hong Kong (the
'SFO') and any rules made under
that ordinance, or (ii) in other circumstances which do not result
in the document being a 'prospectus' as defined in the Companies
(Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
the laws of Hong Kong or which do not constitute an offer to the
public within the meaning of that ordinance.
Further, no person has issued or had
in its possession for the purposes of issue, or will issue or have
in its possession for the purposes of issue (in each case whether
in Hong Kong or elsewhere), any advertisement, invitation or
document relating to the Offers, 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 Offers and/or the
Notes which are or are intended to be made only to persons outside
Hong Kong or only to 'professional investors' as defined in the SFO
and any rules made thereunder. This communication and the
information contained herein may not be used other than by the
person to whom it is addressed and may not be reproduced in any
form or transferred to any person in Hong Kong. The Offers are not
intended to be made to the public in Hong Kong and it is not the
intention of HSBC Holdings that the Offers be made to the public in
Hong Kong.
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 Offers shall
be deemed to be made by such Dealer Manager, or such affiliate, on
behalf of the relevant Dealer Manager in that
jurisdiction.
France. This communication and
any other offering material relating to the 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.
.....
Cautionary Statement
Regarding Forward-Looking Statements
In this communication 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', 'seek', '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 (0) 20 7992
3825
investorrelations@hsbc.com
Media enquiries to:
Press
Office
+44 (0) 20 7991
8096
pressoffice@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 62 countries and territories.
With assets of US$3,001bn at 31 March 2024, HSBC is one of the
world's largest banking and financial services
organisations.
ends/all