TIDMHSBA
RNS Number : 2528F
HSBC Holdings PLC
13 November 2020
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.
HSBC HOLDINGS PLC
ANNOUNCES RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR
CASH
HSBC Holdings plc (the 'Issuer') announces today the results of
its invitations to 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) (the 'March 2022 Notes');
(b) the EUR1 ,500,000,000 Floating Rate Notes due September 2022
(ISIN: XS1586214956) (of which EUR1 ,500,000,000 is currently
outstanding) (the 'September 2022 Notes') 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)
(the 'October 2023 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").
The Offers are being made subject to the terms and conditions
described in a tender offer memorandum prepared by the Issuer dated
6 November 2020 (the 'Tender Offer Memorandum'). Capitalised terms
used but not defined in this announcement have the meanings given
to them in the Tender Offer Memorandum. This announcement must be
read in conjunction with the Tender Offer Memorandum.
RESULTS OF THE OFFERS
The Expiration Deadline for the Offers was 4.00 p.m. (London
time) on 12 November 2020. As at the Expiration Deadline,
EUR1,881,590,000 in aggregate principal amount of the Notes had
been validly tendered pursuant to the Offers.
Following the Expiration Deadline, the Issuer hereby announces
that the Maximum Acceptance Amount is EUR1,250,000,190.80 and that
(subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Tender Offer Settlement Date) the
aggregate principal amount of Notes accepted for purchase pursuant
to the Offers is EUR1,229,528,000.
The Issuer further hereby announces that:
(i) the Purchase Price (in relation to the March 2022 Notes);
(ii) the Accrued Interest Payment (in respect of each Series);
(iii) the final aggregate principal amount of the Notes of each
Series validly tendered pursuant to the Offers;
(iv) each Series Acceptance Amount and the pro-ration factor for
each Series (if any); and
(v) the principal amount of Notes of each Series that will
remain outstanding after the Tender Offer Settlement Date (as
defined below),
are as set out in the table below:
Principal amount
of Notes that will
Aggregate remain outstanding
principal after the Tender
Accrued amount of Series Offer Settlement
Purchase Interest Notes validly Acceptance Pro-ration Date
Series Price Payment tendered Amount factor (as defined below)
--------------- -------------- -------------- --------------- --------------- -------------- -------------------
March 2022 102.600 per 1.011 per Not
Notes cent cent EUR660,442,000 EUR660,442,000 Applicable EUR1,339,558,000
As provided
in the
September 2022 Tender Offer 0.028 per 82.6295 per
Notes Memorandum. cent EUR690,378,000 EUR569,086,000 cent EUR930,914,000
As provided
in the
October 2023 Tender Offer
Notes Memorandum. Not accepted EUR530,770,000 EUR0 Not accepted EUR1,500,000,000
Settlement of the Offers and payment of the Purchase
Consideration and Accrued Interest Payments in respect of the Notes
accepted for purchase is expected to take place on the 16 November
2020 (the 'Tender Offer Settlement Date'). Notes that are not
tendered and accepted for purchase pursuant to the Offers will
remain outstanding.
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
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 in 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
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