TIDMHSBA
RNS Number : 5492F
HSBC Holdings PLC
17 November 2020
HSBC HOLDINGS PLC ANNOUNCES TER 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 November 17,
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 November 17, 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 $8,261,539,000. References to '$' are to
U.S. dollars.
Acceptance Title of Notes(2) CUSIP Maturity Principal Reference Fixed Fixed
Priority Date Amount Security Spread Price(3)
Level(1) Outstanding
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
UST 0.375% +10
4.000% Senior March due March basis
Unsecured Notes 30, 31, 2022 points
1 due March 2022 404280AN9 2022 $2,000,000,000 (US912828ZG82) ("bps") N/A
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
UST 2.625%
2.950% Senior May due May
Unsecured Notes 25, 15, 2021 +10
2 due May 2021 404280AY5 2021 $1,541,839,000 (US9128284P22) bps N/A
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
2.650% Senior UST 1.625%
Unsecured Notes due December
due January January 31, 2021 +10
3 2022 404280BF5 5, 2022 $638,128,000 (US912828YZ72) bps N/A
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
4.875% Senior UST 1.625%
Unsecured Notes January due December
due January 14, 31, 2021 +10
4 2022 404280AL3 2022 $417,483,000 (US912828YZ72) bps N/A
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
Floating Rate
Senior Unsecured
Notes due January January
5 2022 404280BG3 5, 2022 $755,193,000 N/A N/A $1,015.70
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
UST 1.125%
3.400% Senior due February
Unsecured Notes March 28, 2021 +5
6 due March 2021 404280AV1 8, 2021 $978,489,000 (US912828P873) bps N/A
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
UST 1.250%
5.100% Senior due March
Unsecured Notes April 31, 2021 +5
7 due April 2021 404280AK5 5, 2021 $848,554,000 (US912828Q376) bps N/A
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
Floating Rate
Senior Unsecured May
Notes due May 25,
8 2021 404280AZ2 2021 $570,318,000 N/A N/A $1,008.00
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
Floating Rate
Senior Unsecured
Notes due March March
9 2021 404280AX7 8, 2021 $511,535,000 N/A N/A $1,006.10
----------- ------------------- ---------- --------- --------------- ---------------- --------- ----------
(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 2.650% Senior Unsecured Notes due January
2022, the 4.875% 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 referred 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
November 24, 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 November 24, 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
November 30, 2020, unless extended or earlier terminated in respect
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 November
24, 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.
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 November 18, 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.
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.
.....
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-Ã -vis its clients in
connection with the Notes and/or the Offers.
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$2,956bn at 30 September
2020, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
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