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 November
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-
).
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.
Description of Notes
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ISIN
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Aggregate Principal Amount Outstanding
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Purchase Yield
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Purchase Price
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Maximum Acceptance Amount
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Priority in the Acceptance of Offers
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EUR2,000,000,000
1.50 per cent Notes due March 2022 (the 'March 2022 Notes')
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XS1379182006
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EUR2,000,000,000
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-0.45
per cent
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To be determined in accordance
with the terms and conditions set out herein.[1]
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Subject
as set out herein, the total amount payable by the Issuer for all
Notes so accepted for purchase pursuant to the Offers minus all
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.
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First
Priority
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EUR1,500,000,000
Floating Rate Notes due September 2022 (the 'September 2022 Notes')
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XS1586214956
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EUR1,500,000,000
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N/A
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100.58
per cent
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Second
Priority
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EUR1,500,000,000
Floating Rate Notes due October 2023 (the 'October 2023 Notes')
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XS1681855539
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EUR1,500,000,000
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N/A
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100.61
per cent
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Second
Priority
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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 made 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
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Action
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6
November 2020
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Commencement of the Offers
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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.
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Pricing of the New Notes
Expected
pricing of the New Notes.
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9
November 2020
At or around 9.00 London time
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Announcement of the indicative Maximum Acceptance
Amount
Announcement
of the indicative Maximum Acceptance Amount.
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12
November 2020
At
16.00 London time
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Expiration Deadline
Final
deadline for receipt by the Tender Agent of all valid Tender
Instructions in order for Noteholders to be able to participate in
the Offers.
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13
November 2020
As soon
as reasonably practicable
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Announcement of Result of Offers
Announcement
of the Issuer's decision of whether to accept valid tenders of
Notes for purchase pursuant to the Offers (including, if
applicable, the Tender Offer Settlement Date for such
Offers).
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Details
of:
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(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;
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(ii)
the final aggregate principal amount of the
Notes of each Series validly tendered pursuant to the Offers and
the Maximum Acceptance Amount; and
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(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,
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distributed
by way of announcements on the relevant Notifying News Service(s),
through the Clearing Systems and via RNS.
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16
November 2020
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Tender Offer Settlement Date
Expected
settlement of the Offers. Payment of each Purchase
Consideration and Accrued Interest Payment in respect of the
Offers.
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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.
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
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
06 November
2020
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