TIDMHSBA
RNS Number : 3666O
HSBC Holdings PLC
29 May 2020
HSBC HOLDINGS PLC ANNOUNCES TOTAL AVAILABLE AMOUNT FOR TER
OFFERS
On May 28, 2020, HSBC Holdings plc (the "Company," "we" or "us")
announced the launch of five 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."
Acceptance Title of Notes CUSIP Maturity Principal Reference Fixed Fixed
Priority Date Amount Security Spread Price(2)
Level(1) Outstanding
----------- ------------------ ---------- --------- --------------- --------------------- --------- ----------
+25
3.400% Senior UST 1.125% basis
Unsecured Notes March due 28 February points
1 due 2021 404280AV1 8, 2021 $3,000,000,000 2021 (US912828P873) ("bps") N/A
----------- ------------------ ---------- --------- --------------- --------------------- --------- ----------
5.100% Senior UST 1.250%
Unsecured Notes April due 31 March +25
2 due 2021 404280AK5 5, 2021 $2,500,000,000 2021 (US912828Q376) bps N/A
----------- ------------------ ---------- --------- --------------- --------------------- --------- ----------
2.950% Senior May UST 2.625%
Unsecured Notes 25, due 15 May +30
3 due 2021 404280AY5 2021 $2,500,000,000 2021 (US9128284P22) bps N/A
----------- ------------------ ---------- --------- --------------- --------------------- --------- ----------
Floating Rate
Senior Unsecured March
4 Notes due 2021 404280AX7 8, 2021 $1,000,000,000 N/A N/A $1,013.93
----------- ------------------ ---------- --------- --------------- --------------------- --------- ----------
Floating Rate May
Senior Unsecured 25,
5 Notes due 2021 404280AZ2 2021 $1,000,000,000 N/A N/A $1,012.29
----------- ------------------ ---------- --------- --------------- --------------------- --------- ----------
(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 in 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) Per $1,000 principal amount.
The Offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 28, 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). Each Offer will expire at 5:00 p.m. (New
York City time) on June 4, 2020, unless extended or earlier
terminated by the Company in its sole discretion. The Offer
Documents are available at the following link:
https://www.gbsc-usa.com/hsbc/ .
The Company announces that on May 28, 2020 it priced a new
issuance of (i) $2,000,000,000 2.099% Fixed Rate/Floating Rate
Senior Unsecured Notes due 2026 and (ii) $1,500,000,000 2.848%
Fixed Rate/Floating Rate Senior Unsecured Notes due 2031 (together,
the "New Notes"), in an aggregate principal amount of
$3,500,000,000. Therefore the Total Available Amount (as defined in
the Offer Documents) for purposes of the Financing Condition is
$3,500,000,000. Application will be made to list the New Notes on
the New York Stock Exchange
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.
.....
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-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.
.....
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$2,918bn at 31 March 2020,
HSBC is one of the world's largest banking and financial services
organisations.
ends/all
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END
TENDZGZKRLDGGZG
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