TIDMHSBA
RNS Number : 6533U
HSBC Holdings PLC
02 August 2022
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.
2 August 2022
HSBC HOLDINGS PLC LAUNCHES EXCHANGE OFFERS AND CONCURRENT CASH
TER OFFERS FOR SUBORDINATED NOTES
London, England -- HSBC Holdings plc (the 'Company') announced
today (the 'Launch Date') 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not validly withdrawn) and accepted notes of the series of
subordinated notes indicated in the table below (together, the
'Original Notes') for corresponding series of subordinated notes to
be issued by the Company (the 'Exchange Notes') that will be
registered under the Securities Act of 1933, as amended (the
'Securities Act'), pending effectiveness of a Registration
Statement on Form F-4 (the 'Registration Statement') relating to
the Exchange Offers filed today with the United States Securities
and Exchange Commission (the 'SEC'). The Exchange Offers are made
upon the terms and subject to the conditions set forth in the
Registration Statement and the related letter of transmittal. The
Registration Statement and the letter of transmittal will be
available from 9:30 A.M. (New York City time) on the Launch Date at
the following link: https://www.gbsc-usa.com/hsbc/ .
The Exchange Offers are being conducted primarily in order to
introduce a clause regarding contractual recognition of the UK
bail-in power, which is not present in the Original Notes. Whilst
the terms of the Exchange Notes will be substantially similar to
those of the Original Notes in all other material respects, they
will feature ancillary amendments to a limited number of provisions
(relative to the Original Notes) to reflect recent legislative and
regulatory developments.
New notes to be
issued
Existing notes to be in exchange
exchanged Aggregate (collectively, the Exchange
(collectively, the principal 'Exchange Notes' Consideration Participation
ISIN / CUSIP 'Original Notes' and amount and each, a (principal amount) Cash Total
No. each, a 'series') outstanding[1] 'series') (1) Incentive(4) Consideration(1)(2)
-------------- -------------------- -------------- ------------------- ------------------ ------------- -------------------
7.35% Subordinated 7.35% Subordinated
Notes Due 2032 (the Notes Due 2032 (the
US404280AE90/ 'Original 7.35% 'Exchange 7.35%
404280AE9 Notes due 2032') $222,042,000 Notes due 2032') $1,000 $3.50 $1,003.50
US404280AF65/ 7.625% Subordinated $483,613,000 7.625% Subordinated $1,000 $3.50 $1,003.50
404280AF6 Notes Due 2032 (the Notes Due 2032 (the
'A Original 7.625% 'Exchange 7.625%
Notes due 2032') Notes due 2032')
Rule 144A
Notes:
US404280AD18/ 7.625% Subordinated
404280AD1 Notes Due 2032 (the
Reg S Notes: 'B Original 7.625%
USG4634UAV47/ Notes due 2032') Exchange 7.625%
G4634UAV4 (3) $4,300,000 Notes due 2032 $1,000 $3.50 $1,003.50
US404280AG49/ 6.5% Subordinated $2,000,000,000 6.5% Subordinated $1,000 $3.50 $1,003.50
404280AG4 Notes Due 2036 (the Notes Due 2036 (the
'Original Notes due 'Exchange Notes due
2036') 2036')
US404280AH22/ 6.5% Subordinated $2,500,000,000 6.5% Subordinated $1,000 $3.50 $1,003.50
404280AH2 Notes Due 2037 (the Notes Due 2037 (the
'Original Notes due 'Exchange Notes due
2037') 2037')
US404280AJ87/ 6.8% Subordinated $1,500,000,000 6.8% Subordinated $1,000 $3.50 $1,003.50
404280AJ8 Notes Due 2038 (the Notes Due 2038 (the
'Original Notes due 'Exchange Notes due
2038') 2038')
_____________
(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 Expiration
Deadline.
(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 11:59 p.m., New York
City time, on 29 August 2022, unless extended, (the 'Expiration
Deadline') and not validly withdrawn prior to the Expiration
Deadline 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 Exchange Notes will be issued in fully registered, global
(i.e., book-entry) form. Book-entry interests in the Exchange Notes
will be issued in minimum denominations as set out in the table
below:
Exchange Notes Minimum Denomination
------------------------------------------------------- -------------------------------------------------------------
Exchange 7.35% Notes due 2032.................... $200,000 and integral multiples of $1,000 in excess
thereof
Exchange 7.625% Notes due 2032................... $200,000 and integral multiples of $1,000 in excess
thereof
Exchange Notes due 2036............................... $100,000 and integral multiples of $1,000
in excess thereof
Exchange Notes due 2037............................... $100,000 and integral multiples of $1,000 in excess
thereof
Exchange Notes due 2038............................... $100,000 and integral multiples of $1,000 in excess
thereof
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. The Company
intends to issue the Exchange Notes promptly after the Expiration
Deadline. In order to be exchanged, an Original Note must be
validly tendered, not validly withdrawn and accepted prior to the
relevant 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).
Concurrently with the Exchange Offers, the Company is offering
to purchase for cash Original 7.35% Notes due 2032, A Original
7.625% Notes due 2032 and 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 the date hereof (the 'Offer to Purchase') and
the related certification instruction letter, copies of which may
be obtained from the Exchange Agent, Depositary and Information
Agent (the 'Concurrent Cash Tender Offers'). The Offer to Purchase
and the related certification instruction letter will be available
from 9:30 A.M. (New York City time) on the Launch Date at the
following link: https://www.gbsc-usa.com/hsbc/ .
The Exchange Offers and the Concurrent Cash Tender Offers will
expire at the Expiration Deadline, unless extended by the Company.
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 Expiration
Deadline.
The Exchange Notes will have the same interest rate, interest
payment dates and maturity date as those of the Original Notes.
However, the terms of the Exchange Notes will differ from the terms
of the Original Notes in certain respects, as further described in
the Registration Statement. Investors should see the relevant
'Comparison of Material Differences Between the Original Notes and
the Exchange Notes' section in the Registration Statement for more
details. Any Original Notes not exchanged or tendered will remain
outstanding and continue to accrue interest according to their
terms.
The terms and conditions of the Exchange Offers are described in
the Registration Statement and the related letter of
transmittal.
Holders should consult their own tax, accounting, financial and
legal advisers regarding the suitability to themselves of the tax
or accounting consequences of participating in the Exchange Offers
or the Concurrent Cash Tender Offers.
Capitalised terms used in this release 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 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 communication 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 communication 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 communication or
any of its contents.
Belgium. Neither this communication 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 communication 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 communication 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 communication 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 communication 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 communication 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 communication, 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 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', '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:
Gita Bartlett +44 (0) 7796 704281 gita.bartlett@hsbc.com
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.
[1] The '$' symbol refers to U.S. dollars.
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END
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August 02, 2022 08:54 ET (12:54 GMT)
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