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-
).
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
TENDER 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tendered (and not validly withdrawn) and accepted notes of the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.
ISIN / CUSIP No.
|
Existing notes to be exchanged (collectively, the 'Original Notes'
and each, a 'series')
|
Aggregate principal amount outstanding[1]
|
|
New notes to be issuedin exchange(collectively, the 'Exchange
Notes' and each, a 'series')
|
|
Total Consideration(1)(2)
|
|
Exchange Consideration (principal amount) (1)
|
ParticipationCash Incentive(4)
|
US404280AE90/
404280AE9
|
7.35%
Subordinated Notes Due 2032 (the 'Original 7.35% Notes due
2032')
|
$222,042,000
|
|
7.35%
Subordinated Notes Due 2032 (the 'Exchange 7.35% Notes due
2032')
|
$1,000
|
$3.50
|
$1,003.50
|
US404280AF65/
404280AF6
|
7.625%
Subordinated Notes Due 2032 (the 'A
Original 7.625% Notes due 2032')
|
$483,613,000
|
|
7.625%
Subordinated Notes Due 2032 (the 'Exchange 7.625% Notes due
2032')
|
$1,000
|
$3.50
|
$1,003.50
|
Rule
144A Notes: US404280AD18/ 404280AD1
Reg S Notes: USG4634UAV47/ G4634UAV4
|
7.625%
Subordinated Notes Due 2032 (the 'B
Original 7.625% Notes due 2032') (3)
|
$4,300,000
|
|
Exchange
7.625% Notes due 2032
|
$1,000
|
$3.50
|
$1,003.50
|
US404280AG49/
404280AG4
|
6.5%
Subordinated Notes Due 2036 (the 'Original Notes due 2036')
|
$2,000,000,000
|
|
6.5%
Subordinated Notes Due 2036 (the 'Exchange Notes due 2036')
|
$1,000
|
$3.50
|
$1,003.50
|
US404280AH22/
404280AH2
|
6.5%
Subordinated Notes Due 2037 (the 'Original Notes due 2037')
|
$2,500,000,000
|
|
6.5%
Subordinated Notes Due 2037 (the 'Exchange Notes due 2037')
|
$1,000
|
$3.50
|
$1,003.50
|
US404280AJ87/
404280AJ8
|
6.8%
Subordinated Notes Due 2038 (the 'Original Notes due 2038')
|
$1,500,000,000
|
|
6.8%
Subordinated Notes Due 2038 (the 'Exchange Notes due 2038')
|
$1,000
|
$3.50
|
$1,003.50
|
_____________
(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 $1,000in 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$2,985bn at 30 June
2022, HSBC is one of the world's largest banking and financial
services organisations.
[1] The
'$' symbol refers to U.S. dollars.
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
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Date:
02 August 2022
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