NOT FOR DISTRIBUTION IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF
AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO,
THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA
AND THE DISTRICT OF COLUMBIA) (THE 'UNITED STATES') OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT.
23
September 2024
HSBC HOLDINGS PLC
ANNOUNCES INDICATIVE RESULTS OF
TENDER OFFERS TO PURCHASE NOTES FOR CASH
HSBC
Holdings plc (the 'Issuer')
announces today the indicative results of its invitations to
holders of: (a) the EUR1,000,000,000 0.309% Fixed to Floating Rate
Notes due 2026 (ISIN: XS2251736646) (of which EUR1,000,000,000 is
currently outstanding) (the 'November 2026 Notes') and/or; (b) the
EUR1,250,000,000 2.50% Notes due March 2027 (ISIN: XS1379184473)
(of which EUR1,250,000,000 is currently outstanding) (the
'March 2027 Notes') (each a
'Series' and together, the
'Notes'), to tender such
Notes for purchase by the Issuer for cash subject to satisfaction
or waiver of the New Financing Condition (each such invitation an
'Offer' and, together, the
'Offers').
Capitalised
terms used and not otherwise defined in this announcement have the
meanings given in the tender offer memorandum prepared by the
Issuer dated 16 September 2024
(the 'Tender
Offer Memorandum'). This announcement must be read in
conjunction with the Tender Offer Memorandum.
INDICATIVE RESULTS OF THE
OFFERS
On 17
September 2024, the Issuer announced that the indicative Maximum
Acceptance Amount for the Offers had been set at approximately
EUR2,250,000,000.
The
Expiration Deadline for the Offers was 4.00pm (London time) on 20
September 2024. As at the Expiration Deadline, EUR495,386,000 in
aggregate principal amount of the November 2026 Notes and
EUR490,415,000 in aggregate principal amount of the March 2027
Notes have been validly tendered pursuant to the Offers.
The Issuer
announces, on a non-binding and indicative basis only, that,
conditional upon the satisfaction or waiver of the New Financing
Condition, it expects to accept valid tenders of Notes pursuant to
the Offers, with an indicative Series Acceptance Amount for the
November 2026 Notes equal to EUR495,386,000 and an indicative
Series Acceptance Amount for the March 2027 Notes equal to
EUR490,415,000. All valid tenders of Notes pursuant to the Offers
are indicatively expected to be accepted and no pro-ration factor
is expected to be applicable.
The Issuer
reserves the right, in its sole and absolute discretion, at any
time to amend or waive any of the terms and conditions of the
Offers (including the New Financing Condition) as set out in the
Tender Offer Memorandum. Subject to the satisfaction or waiver of
the New Financing Condition on or prior to 25 September 2024, the
settlement of the Offers is expected to take place on 25 September
2024.
The Pricing
Time is expected to be at or around 11.00am (London time) today.
The Issuer expects to announce the final results of the Offers as
soon as reasonably practicable thereafter.
The Dealer
Manager
HSBC Bank
plc
8 Canada Square
London E14 5HQ
United
Kingdom
Telephone:
+44 (0) 20 7992 6237
Attention:
Liability Management, DCM
Email: LM_EMEA@hsbc.com
The Tender
Agent
Kroll Issuer Services
Limited
The
Shard
32 London Bridge Street
London SE1 9SG
Telephone:
+44 (0) 20 7704 0880
Attention:
Owen Morris
Email: hsbc@is.kroll.com
Tender
Offer Website: https://deals.is.kroll.com/hsbc
DISCLAIMER
The offer
period for the Offers has now expired. No further tenders of any
Notes may be made pursuant to the Offers. This announcement must be
read in conjunction with the Tender Offer Memorandum. No offer to
acquire or exchange any securities is being made pursuant to this
announcement. This announcement and the Tender Offer Memorandum
contain important information, which must be read carefully. If any
Noteholder is in any doubt as to the action it should take, it is
recommended to seek its own financial, legal and any other advice,
including in respect of any tax financial, accounting, regulatory
and tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. None of the Issuer, the Dealer Manager or the Tender Agent
or their respective directors, employees or affiliates will have
any liability or responsibility in respect of any decision of a
Noteholder as to their decision of whether to participate or not to
participate in the Offers.
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 60 countries and territories. With assets of US$2,975bn
at 30 June 2024, HSBC is one of the world's largest banking and
financial services organisations.
ends/all