FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of August
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
HSBC HOLDINGS PLC ANNOUNCES TENDER OFFERS
FOR NINE SERIES OF NOTES
HSBC Holdings plc (the "Company,"
"we"
or "us")
has announced the anticipated launch of nine 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 August 11, 2020 (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 August
11, 2020 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
$13,346,561,000.
Acceptance Priority
Level(1)
|
Title
of Notes(2)
|
CUSIP
|
Maturity
Date
|
Principal Amount Outstanding
|
Reference Security
|
Fixed Spread
|
Fixed Price(3)
|
1
|
2.650%
Senior Unsecured Notes due January 2022
|
404280BF5
|
Jan. 5,
2022
|
$2,500,000,000
|
UST
1.625% due December 31, 2021 (US912828YZ72)
|
+20
basis points ("bps")
|
N/A
|
2
|
4.875%
Senior Unsecured Notes due January 2022
|
404280AL3
|
Jan.
14, 2022
|
$900,000,000
|
UST
1.625% due December 31, 2021 (US912828YZ72)
|
+20
bps
|
N/A
|
3
|
4.000%
Senior Unsecured Notes due March 2022
|
404280AN9
|
March
30, 2022
|
$2,000,000,000
|
UST
0.375% due March 31, 2022 (US912828ZG82)
|
+20
bps
|
N/A
|
4
|
Floating
Rate Senior Unsecured Notes due January 2022
|
404280BG3
|
Jan. 5,
2022
|
$1,250,000,000
|
N/A
|
N/A
|
$1,018.88
|
5
|
2.950%
Senior Unsecured Notes due May 2021
|
404280AY5
|
May 25,
2021
|
$2,500,000,000
|
UST
2.625% due May 15, 2021 (US9128284P22)
|
+10
bps
|
N/A
|
6
|
Floating
Rate Senior Unsecured Notes due March 2021
|
404280AX7
|
March
8, 2021
|
$1,000,000,000
|
N/A
|
N/A
|
$1,012.28
|
7
|
Floating
Rate Senior Unsecured Notes due May 2021
|
404280AZ2
|
May 25,
2021
|
$1,000,000,000
|
N/A
|
N/A
|
$1,012.44
|
8
|
3.400%
Senior Unsecured Notes due March 2021
|
404280AV1
|
March
8, 2021
|
$1,164,307,000
|
UST
1.125% due February 28, 2021 (US912828P873)
|
+10
bps
|
N/A
|
9
|
5.100%
Senior Unsecured Notes due April 2021
|
404280AK5
|
April
5, 2021
|
$1,032,254,000
|
UST
1.250% due March 31, 2021 (US912828Q376)
|
+10
bps
|
N/A
|
more
(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 Financing Condition (as defined within the
Offer to Purchase). It is possible that the
Financing Condition might not be met with respect to any series of
Notes with any Acceptance Priority Level, 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.
(2) The 3.400% Senior Unsecured Notes due March 2021, the 5.100%
Senior Unsecured Notes due April 2021, the 2.950% Senior Unsecured
Notes due May 2021, the 4.875% Senior Unsecured Notes due January
2022, the 2.650% Senior Unsecured Notes due January 2022 and the
4.000% Senior Unsecured Notes due March 2022 are collectively
referred to as the "Fixed Rate
Notes." The Floating Rate
Senior Unsecured Notes due March 2021, the Floating Rate Senior
Unsecured Notes due May 2021 and the Floating Rate Senior Unsecured
Notes due January 2022 are collectively refered to as the
"Floating
Rate Notes."
(3) Per $1,000 principal amount.
The purpose of the Offers is to improve HSBC's liabilities
structure, as the Notes cease to qualify as eligible liabilities
items under CRR once they have a residual maturity of less than 12
months. "CRR" refers to regulation (EU) No 575/2013 of the
European Parliament and of the Council of June 26, 2013 on
prudential requirements for credit institutions and investment
firms and amending regulation (EU) No 648/2012, as amended,
supplemented or replaced from time to time, and (where relevant)
any applicable successor EU or UK legislation.
Each Offer will expire at 5:00 p.m. (New York City time) on August
18, 2020, 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 August 18, 2020 (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 the third business day after the Expiration Time,
or August 21, 2020, unless extended or earlier terminated in resect
of an Offer by the Company in its sole discretion (such date 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 the
Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures (each 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 Floating Rate Notes
validly tendered and accepted by us pursuant to the Offers will be
the Fixed Price specified in the table above for such series of
Notes.
The Consideration applicable to each series of Fixed Rate 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 August
18, 2020 (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
Fixed Rate 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.
more
Accordingly, the Consideration payable by us for each $1,000
principal amount of each series of Fixed Rate Notes accepted by us
will equal:
(i)
the present value on the Settlement Date of $1,000 principal amount
of such Fixed Rate Notes due on the maturity date of such Fixed
Rate Notes and all scheduled interest payments on such $1,000
principal amount of such Fixed Rate Notes to be made from (but
excluding) the Settlement Date up to and including such maturity
date, 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 Fixed Rate
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 Fixed Rate
Notes, which is expected to be PX3 or PX4, as applicable (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 Fixed Rate 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.
On the date of the Offer to Purchase, the Company launched a
proposed new issuance (the "Proposed
Issuance") of senior unsecured
debt securities in one or more series (the "New Notes") which are not subject to the Offers. It
is expected that the Offers will be financed with the net cash
proceeds from the issuance of such New Notes, along with cash on
hand, if necessary. 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 "Financing
Condition", meaning (1) the
Proposed Issuance has been successfully completed on terms and
conditions satisfactory to the Company in its sole discretion and
(2) the aggregate principal amount of the Proposed Issuance, as set
forth in an announcement at or around 10:00 a.m. (New York City
Time) on August 12, 2020 (the "Total Available
Amount"), is sufficient to fund
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
9 being the lowest Acceptance Priority Level), other than Excluded
Notes (as defined below).
Notwithstanding any other provision in the Offer to Purchase to the
contrary, if the Financing 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 Financing Condition is satisfied, meaning the Total
Available 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 Financing 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 Financing Condition is
met.
It is possible that any series of Notes with any Acceptance
Priority Level will fail to meet the Financing 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 for full details of and information on the procedures for
participating in the Offers.
more
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 (866) 470-4300 (toll free) or (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.
more
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 are 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.
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 in the United
Kingdom falling within the definition of investment professionals
(as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Financial
Promotion Order")), (ii) to
those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of HSBC
Holdings, (iii) to those persons who are outside the United
Kingdom, or (iv) to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "Relevant
Persons") and the transactions
contemplated by 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
Offers have been submitted to or will be submitted for approval or
recognition to the Financial Services and Markets Authority
("Autorité
des services et marches financiers / Autoriteit financiële
diensten en markten") and, accordingly,
the Offers may not be made in Belgium by way of a public offering,
as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007
on public takeover bids (the "Belgian
Takeover Law") as amended or
replaced from time to time. Accordingly, the Offers may not
be advertised and the Offers will not be extended, and neither this
communication nor any other documents or materials relating to the
Offers (including any memorandum, information circular, brochure or
any similar documents) has been or shall be distributed or made
available, directly or indirectly, to any person in Belgium other
than (i) to "qualified investors" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account or (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 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.
more
Hong Kong. This
communication and any other documents or materials relating to the
Offers and/or the debt securities 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.
No invitation, advertisement or document relating to the Offers
and/or the 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 Offers
and/or the 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. 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 company in that
jurisdiction.
France. None of the Offers
are being made, directly or indirectly, to the public in the
Republic of France ("France"). This communication and any other
document or material relating to the Offers has been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés),
other than individuals, acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code monétaire et financier, are
eligible to participate in the Offer. This communication has not
been and will not 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 our 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:
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 64 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,923bn at 30 June
2020, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
|
|
|
|
By:
|
|
Name:
Aileen Taylor
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
Date:
11 August
2020
|
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