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.
23
September 2024
HSBC HOLDINGS PLC
ANNOUNCES FINAL RESULTS OF TENDER
OFFERS TO PURCHASE NOTES FOR CASH
HSBC
Holdings plc (the 'Issuer')
announces today the final results of its invitations to holders
of: (a) the EUR1,000,000,000 0.309% Fixed
to Floating Rate Notes due 2026 (ISIN: XS2251736646) (of which
EUR1,000,000,000 is currently outstanding) (the 'November 2026 Notes') and/or; (b) the
EUR1,250,000,000 2.50% Notes due March 2027 (ISIN: XS1379184473)
(of which EUR1,250,000,000 is currently outstanding) (the
'March 2027 Notes') (each a
'Series' and together, the
'Notes'), to tender such
Notes for purchase by the Issuer for cash subject to satisfaction or waiver of the New Financing
Condition (each such invitation an 'Offer' and, together, the 'Offers').
Capitalised
terms used and not otherwise defined in this announcement have the
meanings given in the tender offer memorandum prepared by the
Issuer dated 16 September 2024 (the 'Tender Offer Memorandum'). This
announcement must be read in conjunction with the Tender Offer
Memorandum.
RESULTS OF THE OFFERS
On 17
September 2024, the Issuer announced that the indicative Maximum
Acceptance Amount for the Offers had been set at approximately
EUR2,250,000,000.
The
Expiration Deadline for the Offers was 4.00pm (London time) on 20
September 2024. As at the Expiration Deadline, EUR495,386,000 in
aggregate principal amount of the November 2026 Notes and
EUR490,415,000 in aggregate principal amount of the March 2027
Notes have been validly tendered pursuant to the Offers.
Following
the Expiration Deadline, the Issuer hereby announces that the
Maximum Acceptance Amount is EUR2,250,000,000 and that (subject to
the satisfaction or waiver of the New Financing Condition on or
prior to the Tender Offer Settlement Date) the aggregate principal
amount of Notes accepted for purchase pursuant to the Offers is
EUR985,801,000.
The Issuer
further hereby announces that:
(i) the Purchase Price, Benchmark Rate and
Purchase Yield (in respect of each Series);
(ii) the final aggregate principal amount of the
Notes of each Series validly tendered pursuant to the
Offers;
(iii)
each Series Acceptance Amount and the pro-ration factor for each
Series (if any); and
(iv)
the principal amount of Notes of each Series that will remain
outstanding after the Tender Offer Settlement Date (as defined
below),
are as set
out in the table below:
|
|
|
|
Aggregate principal amount of
Notes validly tendered
|
|
|
Principal amount of Notes
that will remain outstanding after the Tender Offer Settlement Date
(as defined below)
|
November 2026
Notes
|
97.105
per cent.
|
2.742 per
cent.
|
2.942 per
cent.
|
EUR495,386,000
|
EUR495,386,000
|
Not
applicable
|
EUR504,614,000
|
March 2027
Notes
|
99.732
per cent.
|
2.360 per
cent.
|
2.610 per
cent.
|
EUR490,415,000
|
EUR490,415,000
|
Not
applicable
|
EUR759,585,000
|
Subject to the satisfaction or waiver of the New Financing
Condition on or prior to 25 September 2024, the settlement of the
Offers and payment of each Purchase Consideration and Accrued
Interest Payment in respect of the Notes accepted for purchase is
expected to take place on 25 September 2024 (the 'Tender Offer Settlement Date'). Notes
repurchased 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 Offers
will remain outstanding.
The Dealer
Manager
HSBC Bank
plc
8 Canada Square
London E14 5HQ
United
Kingdom
Telephone:
+44 (0) 20 7992 6237
Attention:
Liability Management, DCM
Email: LM_EMEA@hsbc.com
The Tender
Agent
Kroll Issuer Services
Limited
The
Shard
32 London Bridge Street
London SE1 9SG
Telephone:
+44 (0) 20 7704 0880
Attention:
Owen Morris
Email: hsbc@is.kroll.com
Tender
Offer Website: https://deals.is.kroll.com/hsbc
DISCLAIMER
The offer
period for the Offers has now expired. No further tenders of any
Notes may be made pursuant to the Offers. This announcement must be
read in conjunction with the Tender Offer Memorandum. No offer 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. If any
Noteholder is in any doubt as to the action it should take, it is
recommended to seek its own financial, legal and any other advice,
including in respect of any tax financial, accounting, regulatory
and tax consequences, immediately from its broker, bank manager,
solicitor, accountant or other independent financial, tax or legal
adviser. None of the Issuer, the Dealer Manager or the Tender Agent
or their respective directors, employees or affiliates will have
any liability or responsibility in respect of any decision of a
Noteholder as to their decision of whether to participate or not to
participate in the Offers.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992 3825 investorrelations@hsbc.com
Media enquiries to:
Press
Office
+44 (0) 20 7991
8096
pressoffice@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 60 countries and territories. With assets
of US$2,975bn at 30 June 2024, HSBC is one of the world's largest
banking and financial services organisations.
ends/all