TIDMHSBA
RNS Number : 5062W
HSBC Holdings PLC
18 August 2020
HSBC HOLDINGS PLC ANNOUNCES PRICING TERMS
OF ITS TER OFFERS FOR NINE SERIES OF NOTES
On August 11, 2020, HSBC Holdings plc (the 'Company,' 'we' or
'us') announced the launch of nine separate offers to purchase for
cash any and all of the outstanding series of notes listed in the
tables below. We refer to the outstanding notes listed in the
tables 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 are subject to the
conditions set forth in the Offer to Purchase dated August 11, 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 below). The Offer Documents are available at the following
link: https://www.gbsc-usa.com/hsbc/ .
The Company today announces that on the terms and subject to the
conditions in the Offer to Purchase, set forth in the table below
is the 'Consideration' for each series of Fixed Rate Notes, as
calculated at 11:00am (New York City time) on the date hereof (the
'Price Determination Date') in accordance with the Offer to
Purchase. The Consideration for each series of Floating Rate Notes
is equal to the applicable 'Fixed Price' specified in the Offer
Documents and copied in the table below. References to '$' are to
U.S. dollars.
Fixed Rate Notes
Acceptance Title of CUSIP Maturity Principal Reference Reference Fixed Consideration(4)
Priority Notes(2) Date Amount Security Yield Spread
Level(1) Outstanding
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
2.650% Senior UST 1.625% +20
Unsecured Jan. due December basis
Notes due 5, 31, 2021 points
1 January 2022 404280BF5 2022 $2,500,000,000 (US912828YZ72) 0.154% ("bps") $1,031.40
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
4.875% Senior UST 1.625%
Unsecured Jan. due December
Notes due 14, 31, 2021 +20
2 January 2022 404280AL3 2022 $900,000,000 (US912828YZ72) 0.154% bps $1,062.95
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
4.000% Senior UST 0.375%
Unsecured March due March
Notes due 30, 31, 2022 +20
3 March 2022 404280AN9 2022 $2,000,000,000 (US912828ZG82) 0.154% bps $1,058.42
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
2.950% Senior UST 2.625%
Unsecured May due May
Notes due 25, 15, 2021 +10
5 May 2021 404280AY5 2021 $2,500,000,000 (US9128284P22) 0.154% bps $1,020.48
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
3.400% Senior UST 1.125%
Unsecured March due February
Notes due 8, 28, 2021 +10
8 March 2021 404280AV1 2021 $1,164,307,000 (US912828P873) 0.134% bps $1,017.30
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
5.100% Senior UST 1.250%
Unsecured April due March
Notes due 5, 31, 2021 +10
9 April 2021 404280AK5 2021 $1,032,254,000 (US912828Q376) 0.143% bps $1,030.18
----------- -------------- ---------- --------- --------------- --------------- ---------- -------- -----------------
Floating Rate Notes
Acceptance Title of Notes(3) CUSIP Maturity Principal Fixed Consideration(4)
Priority Date Amount Price(3)
Level(1) Outstanding
----------- ----------------------------- ---------- --------- --------------- ---------- -----------------
Floating Rate Senior
Unsecured Notes due January Jan. 5,
4 2022 404280BG3 2022 $1,250,000,000 $1,018.88 $1,018.88
----------- ----------------------------- ---------- --------- --------------- ---------- -----------------
Floating Rate Senior
Unsecured Notes due March March
6 2021 404280AX7 8, 2021 $1,000,000,000 $1,012.28 $1,012.28
----------- ----------------------------- ---------- --------- --------------- ---------- -----------------
Floating Rate Senior
Unsecured Notes due May May 25,
7 2021 404280AZ2 2021 $1,000,000,000 $1,012.44 $1,012.44
----------- ----------------------------- ---------- --------- --------------- ---------- -----------------
(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. 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 4.875% Senior Unsecured Notes due January
2022, the 2.650% 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.'
(3) 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
refered to as the 'Floating Rate Notes'.
(4) Per $1,000 principal amount.
Each Offer will expire at 5:00pm (New York City time) today,
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 5:00pm
(New York City time) today (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. The settlement date
is expected to be the third business day after the Expiration Time,
or August 21, 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 Documents), and whose
Notes (i) have not been validly withdrawn at or prior to the
Withdrawal Date and (ii) are accepted for purchase by us, will
receive the Consideration specified in the tables above for each
$1,000 principal amount of such Notes, which will be payable in
cash on the Settlement Date as described below.
In the case of the Fixed Rate Notes validly tendered and
accepted by us pursuant to the Offers, the Consideration has been
determined in accordance with the formula set forth in the Offer to
Purchase and with standard market practice, using the applicable
'Offer Yield,' which is equal to the sum of: (x) the applicable
'Reference Yield' specified in the table above that corresponds to
the bid-side yield of the applicable 'Reference Security' specified
in the table above for such series of Notes on the Bloomberg
reference page PX3 or PX4, plus (y) 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
is equal to:
(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 has been
made in accordance with standard market practice as described by
the formula set forth in the Offer to Purchase.
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, i nterest 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.
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 new issuance of senior unsured debt securities
that priced on August 11, 2020 has been successfully completed on
terms and conditions satisfactory to the Company in its sole
discretion and (2) the 'Total Available Amount' of $3,500,000,000
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 its sole discretion, subject to applicable law. If
any of the conditions are not satisfied at the Expiration Time with
respect to an Offer, the Company may, in its 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.
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 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.
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-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 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$2,923bn at 30 June 2020,
HSBC is one of the world's largest banking and financial services
organisations.
ends/all
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END
TENKKFBQABKDAFD
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