TIDMHSBA
RNS Number : 5031E
HSBC Holdings PLC
06 November 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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.
6 November 2020
HSBC HOLDINGS PLC
ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR CASH
HSBC Holdings plc (the ' Issuer ' ) has today launched an
invitation to the holders of: (a) the EUR2 , 000,000,000 1.50 per
cent Notes due March 2022 (ISIN: XS1379182006) (of which EUR2
,000,000,000 is currently outstanding); (b) the EUR1 ,500,000,000
Floating Rate Notes due September 2022 (ISIN: XS1586214956) (of
which EUR1 ,500,000,000 is currently outstanding) and/or; (c) the
EUR1 ,500,000,000 Floating Rate Notes due October 2023 (ISIN:
XS1681855539) (of which EUR1 ,500,000,000 is currently outstanding)
(each a ' Series ' and together, the ' Notes ' ) to tender such
Notes for purchase by the Issuer for cash, subject to the
satisfaction or waiver of the New Financing Condition.
The Offer is being made on the terms and subject to the
conditions set out in a tender offer memorandum dated 6 November
2020 (the ' Tender Offer Memorandum ' ) and is subject to the offer
and distribution restrictions set out below and more fully
described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
Priority in
Aggregate the
Description of Principal Amount Purchase Purchase Maximum Acceptance Acceptance
Notes ISIN Outstanding Yield Price Amount of Offers
------------------ ------------- ----------------- ------------- ------------ -------------------- -------------
EUR2,000,000,000 XS1379182006 EUR2,000,000,000 -0.45 per To be Subject as set out First
1.50 per cent cent determined herein, the total Priority
Notes due March in amount payable by
2022 (the ' March accordance the Issuer for all
2022 Notes ') with the Notes so accepted
terms and for purchase
conditions pursuant to the
set out Offers minus all
herein. [1] Accrued Interest
Payments in respect
of such
Notes accepted for
purchase is
expected to be
approximately (a)
the New Issue
Proceeds Amount
(as defined herein)
less (b)
EUR1,000,000,000.
EUR1,500,000,000 XS1586214956 EUR1,500,000,000 N/A 100.58 per Second
Floating Rate cent Priority
Notes due
September 2022
(the ' September
2022 Notes ')
EUR1,500,000,000 XS1681855539 EUR1,500,000,000 N/A 100.61 per Second
Floating Rate cent Priority
Notes due October
2023 (the '
October 2023
Notes ')
On the terms and subject to the conditions contained in the
Tender Offer Memorandum, the Issuer invites Noteholders (subject to
the Offer and Distribution Restrictions contained herein and more
fully described in the Tender Offer Memorandum) to tender their
Notes for purchase by the Issuer at each relevant Purchase Price
set out above, together with the relevant Accrued Interest
Payment.
The Issuer reserves the right, in its sole and absolute
discretion, not to accept any Tender Instructions, not to purchase
the Notes or to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
in any manner, including, but not limited to, allocating an amount
for the purchase of the Notes that is higher or lower than the
indicative Maximum Acceptance Amount, which is expected to be
announced on 9 November 2020.
Tenders of Notes for purchase must be made to the Issuer in
accordance with the procedures set out in the Tender Offer
Memorandum. The Issuer intends to announce, inter alia, its
decision of whether to accept valid tenders of Notes for purchase
pursuant to the Offers in an announcement expected to be ma de on
13 November 2020 .
Notes purchased by the Issuer pursuant to the Offers will be
cancelled and will not be re-issued or re-sold. Notes which have
not been validly submitted and accepted for purchase pursuant to
the Offer will remain outstanding.
Rationale for the Offer
The Offers are being made as part of the Issuer's ongoing
management of its liabilities, in this particular instance as the
Notes shall soon cease to qualify as eligible liabilities items
under the CRD Regulation once they have a residual maturity of less
than 12 months. The Issuer intends to continue issuing senior
unsecured and subordinated liabilities in all major currency
markets.
'CRD Regulation' means Regulation (EU) No. 575/2013 on
prudential requirements for credit institutions and investment
firms of the European Parliament and of the Council of 26 June
2013, as amended or replaced from time to time (including as
amended by Regulation (EU) 2019/876 of the European Parliament and
of the Council of 20 May 2019, to the extent then in application)
or similar laws in the United Kingdom.
Purchase Price and Accrued Interest Payment
In respect of any Notes validly tendered and accepted by the
Issuer for purchase pursuant to the Offers, the purchase price of
each Series of Notes (each a 'Purchase Price') will be as
follows:
(a) in respect of the March 2022 Notes, a price expressed as a
percentage of the principal amount of the March 2022 Notes and
determined in the manner described in the Tender Offer Memorandum
by reference to a fixed purchase yield of -0.45 per cent (the
'Purchase Yield');
(b) in respect of the September 2022 Notes, 100.58 per cent of
the principal amount of the September 2022 Notes; and
(c) in respect of the October 2023 Notes, 100.61 per cent of the
principal amount of the October 2023 Notes.
The Purchase Price in respect of the March 2022 Notes is
intended to reflect a yield to maturity of the Notes on the Tender
Offer Settlement Date equal to the Purchase Yield, determined in
accordance with market convention. Specifically, the Purchase Price
in respect of the March 2022 Notes will equal (i) the value of all
remaining payments of principal and interest on the March 2022
Notes up to and including the maturity date of the March 2022
Notes, discounted to the Tender Offer Settlement Date at a discount
rate equal to the Purchase Yield, minus (ii) the Accrued Interest
in respect of such Notes. Such price will be rounded to the nearest
0.001 per cent with 0.0005 per cent rounded upwards.
In respect of any Notes accepted for purchase, the Issuer will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from (and including) the interest payment date for
such Notes immediately preceding the Tender Offer Settlement Date
up to (but excluding) the Tender Offer Settlement Date, which is
expected to be 16 November 2020.
Purchase Consideration
The total consideration payable to each Noteholder in respect of
each Series of Notes validly submitted for tender and accepted for
purchase by the Issuer will be an amount in cash equal to (i) the
Purchase Price for such Series of Notes multiplied by each EUR1,000
in aggregate principal amount of such Notes tendered and delivered
by such Noteholder and accepted by the Issuer for purchase (ii)
plus the Accrued Interest Payment in respect of such Notes.
Maximum Acceptance Amount
If the Issuer decides to accept any validly tendered Notes for
purchase pursuant to the Offers, the total amount payable by the
Issuer for all Notes so accepted minus all Accrued Interest
Payments in respect of such Notes accepted for purchase is expected
to be approximately: (a) the total proceeds received by the Issuer
from the issue of the New Notes (the 'New Issue Proceeds Amount');
less (b) EUR1,000,000,000, which would be used by the Issuer to
redeem all of its outstanding EUR1,000,000,000 Floating Rate Notes
due December 2021 (ISIN: XS1917614569) (the 'December 2021 Notes')
on 4 December 2020, in accordance with the terms and conditions of
those notes (the amount so allocated for the purchase of Notes
being the 'Maximum Acceptance Amount'). When accepting validly
tendered Notes for purchase pursuant to the Offers, the Issuer will
give priority to March 2022 Notes validly tendered for purchase.
Subject to the priority provided to the March 2022 Notes, the
Issuer will in its sole and absolute discretion determine the
aggregate principal amount of each of the September 2022 Notes and
the October 2023 Notes accepted for purchase pursuant to the Offers
and reserves the right to accept significantly more or less (or
none) of the Notes of one such Series as compared to the other
Series. The Issuer reserves the right, in its sole and absolute
discretion, to allocate an amount for the purchase of the Notes
that is higher or lower than the indicative Maximum Acceptance
Amount, which is expected to be announced on 9 November 2020.
New Financing Condition
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offers. The acceptance for
purchase by the Issuer of Notes tendered pursuant to the Offers is
at the sole discretion of the Issuer and tenders may be rejected by
the Issuer for any reason. In addition, the Issuer expects to
announce today its intention to issue new euro-denominated senior
unsecured notes (the 'New Notes'). The purchase of any Notes by the
Issuer pursuant to the Offers is subject also to, without
limitation, the successful completion (in the determination of the
Issuer) of the issue of the New Notes (the 'New Financing
Condition'). The Issuer reserves the right, in its sole discretion,
to use some only (and not all) of the New Issue Proceeds Amount to
purchase Notes pursuant to the Offers and to apply the remainder of
the New Issue Proceeds Amount towards other corporate purposes (and
intends to use EUR1,000,000,000 of the New Issue Proceeds Amount to
redeem all of its outstanding December 2021 Notes).
Priority in allocation of New Notes
The Issuer will, in connection with the allocation of the New
Notes, 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 the
Issuer 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 Noteholder that wishes to subscribe for New Notes in
addition to tendering Notes for purchase pursuant to one or more
Offers may be eligible to receive, in the sole and absolute
discretion of the Issuer, priority (the ' New Issue Priority ' ) in
the allocation of the New Notes, subject to the issue of the New
Notes and such Noteholder making a separate application for the
purchase of such New Notes to the Dealer Manager (in its capacity
as a manager of the issue of the New Notes in accordance with the
standard new issue procedures of such manager). However, the Issuer
is not obliged to allocate the New Notes to a Noteholder who has
validly tendered or indicated a firm intention to tender Notes
pursuant to the Offers and, if New Notes are allocated, the
aggregate principal amount of New Notes for which New Issue
Priority will be given to such a Noteholder will be at the sole
discretion of the Issuer and may be less than, equal to or greater
than the aggregate principal amount of Notes validly tendered by
such Noteholder in the Offers and accepted for purchase by the
Issuer pursuant to the Offers. Any such allocation will also, among
other factors, take into account the Minimum Denomination of the
New Notes (being EUR100 ,000). All allocations of the New Notes,
while being considered by the Issuer as set out above, will be made
in accordance with customary new issue allocation processes and
procedures. In the event that a Noteholder validly tenders Notes
pursuant to an Offer, such Notes will remain subject to such tender
and the conditions of such Offer as set out in the Tender Offer
Memorandum, irrespective of whether that Noteholder receives all,
part or none of any allocation of New Notes for which it has
applied.
Noteholders are advised to contact the Dealer Manager as soon as
possible if they would like any tender instruction or any intention
to provide a tender instruction pursuant to the Offers to be taken
into account as part of the New Notes allocation process.
Series Prioritisation and Acceptance of Tender Instructions on a
pro-rata basis
When accepting validly tendered Notes for purchase pursuant to
the Offers, the Issuer will give priority to March 2022 Notes
validly tendered for purchase. Subject to the priority provided to
the March 2022 Notes, the Issuer will in its sole and absolute
discretion determine the aggregate principal amount of each of the
September 2022 Notes and the October 2023 Notes accepted for
purchase pursuant to the Offers and reserves the right to accept
significantly more or less (or none) of the Notes of one such
Series as compared to the other Series. The Maximum Acceptance
Amount and the principal amount of Notes of each Series which the
Issuer accepts for purchase (the "Series Acceptance Amount") will
be announced following the Expiration Deadline. The Issuer reserves
the right, in its sole and absolute discretion, to allocate an
amount for the purchase of the Notes that is higher or lower than
the indicative Maximum Acceptance Amount, which is expected to be
announced on 9 November 2020.
In the event that the aggregate principal amount of Notes of a
particular Series represented by Tender Instructions is greater
than the Series Acceptance Amount, such Tender Instructions will be
accepted on a pro rata basis.
Such pro rata allocations will be calculated in relation to each
Series of Notes by multiplying the aggregate principal amount of
the Notes of the relevant Series represented by each validly
submitted Tender Instruction by a factor equal to (i) the relevant
Series Acceptance Amount divided by (ii) the aggregate principal
amount of the Notes of that Series validly tendered in the relevant
Offer (subject to adjustment to allow for the aggregate principal
amount of each Series of Notes accepted for purchase, following the
rounding of Tender Instructions as set out below) to equal the
Series Acceptance Amount exactly. Each tender of Notes reduced in
this manner will be rounded to the nearest EUR1 ,000 principal
amount, provided that the Issuer may refuse to accept Tender
Instructions where, following pro-ration, the principal amount of
Notes of the relevant Series subject to the Tender Instruction, or
the residual amount of Notes in the relevant Direct Participant's
account (if any), would be less than the Minimum Denomination in
respect of the relevant Series.
Expected Timetable of Events
This is an indicative timetable showing one possible outcome for
the timing of the Offer based on the dates in the Tender Offer
Memorandum. This timetable is subject to change and dates and times
may be extended or amended by the Issuer in accordance with the
terms of the Offer as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date Action
----------------------------------- ---------------------------------------------------------------------------------
6 November 2020 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News
Service(s), through
the Clearing Systems and via RNS. Announcement of intention of the Issuer to
issue the New
Notes.
Tender Offer Memorandum available from the Tender Agent.
Pricing of the New Notes
Expected pricing of the New Notes.
9 November 2020 Announcement of the indicative Maximum Acceptance Amount
At or around 9.00 London time Announcement of the indicative Maximum Acceptance Amount.
12 November 2020 Expiration Deadline
Final deadline for receipt by the Tender Agent of all valid Tender Instructions
At 16.00 London time in order for
Noteholders to be able to participate in the Offers.
13 November 2020 Announcement of Result of Offers
Announcement of the Issuer's decision of whether to accept valid tenders of
As soon as reasonably practicable Notes for purchase
pursuant to the Offers (including, if applicable, the Tender Offer Settlement
Date for such
Offers).
Details of:
(i) the Purchase Price (in relation to the March 2022 Notes), the Accrued
Interest Payment
(in respect of all Notes) and the Tender Offer Settlement Date;
(ii) the final aggregate principal amount of the Notes of each Series validly
tendered pursuant
to the Offers and the Maximum Acceptance Amount; and
(iii) the aggregate principal amount of Notes accepted for purchase pursuant to
the Offer,
each Series Acceptance Amount, the pro-ration factor for each Series of Notes
(if any), if
applicable and the principal amount of Notes of each Series that will remain
outstanding after
the Tender Offer Settlement Date,
distributed by way of announcements on the relevant Notifying News Service(s),
through the
Clearing Systems and via RNS.
16 November 2020 Tender Offer Settlement Date
Expected settlement of the Offers. Payment of each Purchase Consideration and
Accrued Interest
Payment in respect of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made via RNS. Such announcements may also be made by
(i) the issue of a press release to a Notifying News Service and
(ii) the delivery of notices to the Clearing Systems for
communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from
the Tender Agent, the contact details for whom are on the last page
of the Tender Offer Memorandum. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Noteholders are urged to contact the Tender Agent for the relevant
announcements relating to the Offers.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would require to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified above. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
above. See 'Procedures for Participating in the Offer'.
For Further Information:
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Further details about
the transaction can be obtained from:
The Dealer Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 (0) 20 7992 6237
Attention: Liability Management
Email: LM_EMEA@hsbc.com
The Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
Email: hsbc@lucid-is.com
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
This announcement is released by HSBC Holdings plc and contains
information that qualified as inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 ('MAR'),
encompassing information relating to the Offer described above. For
the purposes of MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Richard
O'Connor, Global Head of Investor Relations, on behalf of HSBC
Holdings plc.
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer or invitation 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 before any decision is
made with respect to the Offer. If any Noteholder is in any doubt
as to the action it should take, it is recommended to seek its own
legal, tax, accounting and financial advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary
must contact such entity if it wishes to participate in the Offer.
None of the Issuer, the Dealer Manager or the Tender Agent, or any
person who controls, or is a director, officer, employee or agent
of such persons or any affiliate of such persons, makes any
recommendation as to whether Noteholders should participate in the
Offer.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any
other materials relating to the Offer constitutes an invitation to
participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities
laws. The distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by each
of the Issuer, the Dealer Manager and the Tender Agent to inform
themselves about and to observe any such restrictions.
General . Neither this announcement, the Tender Offer Memorandum
nor the electronic transmission thereof constitutes an offer to buy
or the solicitation of an offer to sell Notes (and tenders of Notes
for purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in an Offer
will be deemed to give certain other representations as set out in
'Procedures for Participating in the Offers' in respect of the
other jurisdictions referred to above and generally as set out in
'Procedures for Participating in the Offers'. Any tender of Notes
for purchase pursuant to the Offers from a Noteholder that is
unable to make these representations will not be accepted.
Each of the Issuer, the Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to an Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
United States. The Offers are not being made and will not be
made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of the this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States and the Notes cannot be tendered in the Offers by any
such use, means, instrumentality or facility or from or within or
by persons located or resident in the United States. Any purported
tender of Notes in the Offers resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of Notes made by a person located in the United States, or
by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.
This announcement is not an offer of securities for sale in the
United States or to U.S. Persons (as defined in Regulation S of the
United States Securities Act of 1933, as amended). Securities may
not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act. The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. Persons. Each
Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer
from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United
States. For the purposes of this and the above paragraph, 'United
States' means 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.
United Kingdom . The communication of this announcement, Tender
Offer Memorandum 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 authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made 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, as amended (the 'Financial Promotion Order')) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France . The Offers are not being made, directly or indirectly,
in the Republic of France ('France') other than to qualified
investors (investisseurs qualifiés) as defined in Article 2(e) of
Regulation (EU) 2017/1129. Neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Offers have been or shall be distributed in France other than
to qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offers have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Italy . None of the Offers, the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ('CONSOB'). 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. Noteholders, or beneficial
owners of the Notes located in the Republic of Italy can tender
some or all of their Notes pursuant to the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in 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 or the Offers.
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 its geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,956bn at 30 September
2020, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
[1] For information purposes only - the price payable by the
Issuer for the March 2022 Notes validly tendered in the Offer and
accepted for purchase by the Issuer will be determined in the
manner described in 'Terms and Conditions of the Offer - Purchase
Price' below and assuming the Tender Offer Settlement Date is 16
November 2020, the Purchase Price will be 102.600 per cent Should
the Tender Offer Settlement Date be postponed, the Purchase Price
will be recalculated and will be announced, for information
purposes only, as provided in 'Terms and Conditions of the Offer -
Announcements' below.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
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END
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