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-
).
HSBC HOLDINGS PLC ANNOUNCES RESULTS OF ITS TENDER OFFERS FOR
NINE SERIES OF NOTES
HSBC Holdings plc (the 'Company,' 'we' or 'us') today announces the results of its previously
announced nine separate offers to purchase for cash any and all of
the outstanding series of notes listed in the table below. 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 were made upon the terms and were 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 (together with the Offer
to Purchase, the 'Offer
Documents'),
including the Financing Condition (as defined in the Offer
Documents). The Offer Documents are available at the following
link: https://www.gbsc-usa.com/hsbc/.
The Offers expired at 5:00pm (New York City time) on November 24,
2020 (the 'Expiration
Date'). References to '$'
are to U.S. dollars.
Acceptance Priority Level
|
Title of Notes
|
CUSIP
|
Maturity Date
|
Principal Amount Outstanding
|
Principal Amount Tendered(1)
|
Principal Amount Accepted(1)
|
Aggregate Consideration(2)
|
1
|
4.000%
Senior Unsecured Notes due March 2022
|
404280AN9
|
March
30, 2022
|
$2,000,000,000
|
$1,054,003,000
|
$1,054,003,000
|
$1,106,724,230.06
|
2
|
2.950%
Senior Unsecured Notes due May 2021
|
404280AY5
|
May 25,
2021
|
$1,541,839,000
|
$495,617,000
|
$495,617,000
|
$502,253,311.63
|
3
|
2.650%
Senior Unsecured Notes due January 2022
|
404280BF5
|
January
5, 2022
|
$638,128,000
|
$111,103,000
|
$111,103,000
|
$114,062,783.92
|
4
|
4.875%
Senior Unsecured Notes due January 2022
|
404280AL3
|
January
14, 2022
|
$417,483,000
|
$20,692,000
|
$20,692,000
|
$21,771,501.64
|
5
|
Floating
Rate Senior Unsecured Notes due January 2022
|
404280BG3
|
January
5, 2022
|
$755,193,000
|
$238,829,000
|
$238,829,000
|
$242,578,615.30
|
6
|
3.400%
Senior Unsecured Notes due March 2021
|
404280AV1
|
March
8, 2021
|
$978,489,000
|
$32,685,000
|
$0
|
$0
|
7
|
5.100%
Senior Unsecured Notes due April 2021
|
404280AK5
|
April
5, 2021
|
$848,554,000
|
$30,302,000
|
$0
|
$0
|
8
|
Floating
Rate Senior Unsecured Notes due May 2021
|
404280AZ2
|
May 25,
2021
|
$570,318,000
|
$137,281,000
|
$0
|
$0
|
9
|
Floating
Rate Senior Unsecured Notes due March 2021
|
404280AX7
|
March
8, 2021
|
$511,535,000
|
$8,600,000
|
$8,600,000
|
$8,652,460.00
|
|
|
|
|
|
|
Total Consideration
|
$1,996,042,902.55
|
(1) These amounts include the principal amount of Notes for which
holders have complied with the Guaranteed Delivery Procedures (as
defined in the Offer Documents). Such amounts remain subject to the
Guaranteed Delivery Procedures. Notes tendered pursuant to the
Guaranteed Delivery Procedures are required to be tendered at or
prior to 5:00pm (New York City time) on November 27, 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 'Guaranteed Delivery
Date').
(2) These amounts do not include Accrued Interest (as defined
below).
The Company was advised by the Information Agent (as defined
below), that as of the Expiration Time, the aggregate principal
amount of each series of Notes specified in the table above were
validly tendered and not validly withdrawn. The table above
provides the aggregate principal amount of each series of Notes
that the Company has accepted in the Offers on the terms and
subject to the conditions set forth in the Offer Documents
(including satisfaction of the Guaranteed Delivery
Procedures).
The Company's obligation to complete an Offer with
respect to a particular series of Notes was conditioned on
satisfaction of the Financing Condition (as defined in the Offer
Documents). On November 18, 2020, the Company announced that the
'Total
Available Amount' for purposes
of the Financing Condition is $2,000,000,000.
The Company announces that the Financing Condition has been
satisfied with respect to the series of Notes with an
'Acceptance
Priority Level' (as set forth
in the table above) of 1, 2, 3, 4, 5 and 9. Because the Total
Available Amount is insufficient to fund any and all of the Notes
of the series with Acceptance Priority Level 6, 7 and 8 that have
been validly tendered and not validly withdrawn (after taking into
account Notes of each series accepted for purchase with a higher
Acceptance Priority Level), no series of Notes with Acceptance
Priority Level 6, 7 and 8 will be accepted for purchase.
Accordingly, only series of Notes with an Acceptance Priority Level
of 1, 2, 3, 4, 5 and 9 validly tendered (including Notes for which
holders have complied with the Guaranteed Delivery Procedures) at
or prior to the Expiration Time and not validly withdrawn at or
prior to the Withdrawal Date have been accepted for
purchase.
Payment of the applicable Consideration (as defined in the Offer to
Purchase) for all Notes validly tendered and accepted by us
pursuant to the Offers will be made on November 30, 2020 (the
'Settlement
Date'). 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 the 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.
All Notes accepted in the Offers will be cancelled and retired, and
will no longer remain outstanding obligations of the
Company.
The Company 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 is acting 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.
.....
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.
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 were 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 were not advertised and
the Offers were not 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-à-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 were
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, were 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
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
|
|
|
|
Date:
25 November 2020
|
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