TIDM63AS
RNS Number : 5199F
HSBC Bank plc
07 November 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION
RELATING TO THE NOTES REFERRED TO HEREIN THAT QUALIFIED AS INSIDE
INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE REGULATION
(EU) NO 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED
KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
7 November 2022
HSBC BANK PLC
ANNOUNCES AN INVITATION TO PURCHASE NOTES FOR CASH
HSBC Bank plc (the " Issuer " ) has today launched an invitation
to the holders of: (a) the GBP 300,000,000 6.500 per cent.
subordinated notes due July 2023 (ISIN: XS0088317853); (b) the USD
300,000,000 7.650 per cent. subordinated notes due May 2025 (ISIN:
US597433AC57); (c) the GBP 350,000,000 5.375 per cent. subordinated
notes due November 2030 (ISIN: XS0204377310); (d) the GBP
500,000,000 5.375 per cent. subordinated notes due August 2033
(ISIN: XS0174470764); (e) the GBP 225,000,000 6.250 per cent.
subordinated notes due January 2041 (ISIN: XS0120514335); and (f)
the GBP 600,000,000 4.750 per cent. subordinated notes due March
2046 (ISIN: XS0247840969) (each a " Series " and together, the "
Notes " ) to tender any and all such Notes for purchase by the
Issuer for cash.
The Offers are being made on the terms and subject to the
conditions set out in a tender offer memorandum dated 7 November
2022 (the " Tender Offer Memorandum " ) including the offer and
distribution restrictions set out below and more fully described in
the Tender Offer Memorandum and, where applicable, the related
notice of guaranteed delivery.
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.
Aggregate
Principal Benchmark
Description of Maturity Amount Reference Fixed
Notes ISIN CUSIP Call Date Date Outstanding Security Spread
------------------ ------------- ---------- ----------- ----------- ---------------- ----------------- --------
GBP 300,000,000 XS0088317853 N/A N/A 7 July GBP 300,000,000 UKT 0.75 95 bps
6.500 per cent. 2023 per cent.
subordinated due July
notes 2023
due July 2023 (GB00BF0HZ991)
(the
"July 2023
Notes")
([1])
USD 300,000,000 US597433AC57 597433AC5 N/A 1 May USD 300,000,000 UST 4.250 195 bps
7.650 per cent. 2025 per cent.
subordinated due October
notes 2025
due May 2025 (the (US91282CFP14)
"May 2025 Notes")
([2])
GBP 350,000,000 XS0204377310 N/A 4 November 4 November GBP 350,000,000 UKT 2.00 235 bps
5.375 per cent. 2025 2030 per cent.
subordinated due September
notes 2025
due November 2030 (GB00BTHH2R79)
(the "November
2030 Notes")
GBP 500,000,000 XS0174470764 N/A N/A 22 August GBP 500,000,000 UKT 0.875 235 bps
5.375 per cent. 2033 per cent.
subordinated due July
notes 2033
due August 2033 (GB00BM8Z2S21)
(the "August 2033
Notes")
GBP 225,000,000 XS0120514335 N/A N/A 30 January GBP 225,000,000 UKT 1.25 210 bps
6.250 per cent. 2041 per cent.
subordinated due October
notes 2041
due January 2041 (GB00BJQWYH73)
(the "January
2041
Notes")
GBP 600,000,000 XS0247840969 N/A N/A 24 March GBP 600,000,000 UKT 0.875 205 bps
4.750 per cent. 2046 per cent.
subordinated due January
notes 2046
due March 2046 (GB00BNNGP775)
(the "March 2046
Notes")
On the terms and subject to the conditions contained in the
Tender Offer Memorandum (including the offer and distribution
restrictions contained herein and more fully described in the
Tender Offer Memorandum and, where applicable, the related notice
of guaranteed delivery), the Issuer invites Noteholders to tender
any and all such Notes for purchase by the Issuer for cash at the
relevant Purchase Price 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
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, subject to applicable laws and regulations.
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 15
November 2022.
Notes purchased by the Issuer pursuant to the Offers will be
cancelled and will not be re-issued or resold. Notes which have not
been validly tendered and accepted for purchase pursuant to the
Offers will remain outstanding after the Settlement Date.
Rationale for the Offers
The primary purpose of the Offers is to manage the Issuer's
subordinated liabilities in respect of the Notes. The Issuer will
continue to meet all of its capital requirements irrespective of
the outcome of the Offers.
Purchase Price and Accrued Interest Payment
The price payable per GBP 1,000 or per USD 1,000, as applicable,
in principal amount of the Notes validly tendered and accepted for
purchase pursuant to the Offers (and subject to the applicable
Minimum Authorised Denomination) (the "Purchase Price") will be
determined as provided in the Tender Offer Memorandum by reference
to the Fixed Spread in respect of that Series over the relevant
Benchmark Reference Security Yield at the Pricing Time on the
Pricing Date expressed as a percentage and rounded to the third
decimal place (with 0.0005 being rounded upwards) and, in respect
of the GBP Notes, with appropriate annualisation applied to the
applicable Offer Yield. 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
Settlement Date to (but excluding) the Settlement Date (such amount
in respect of a Series, the "Accrued Interest Payment").
Purchase Consideration
Upon the terms and subject to the conditions set forth in the
Tender Offer Memorandum, Noteholders who validly tender and whose
Notes are accepted for purchase by the Issuer, will receive the
relevant Purchase Price for each GBP 1,000 or USD 1,000, as
applicable, in principal amount of such Notes (subject to the
Minimum Authorised Denomination as applicable), which will be
payable in cash by the Issuer on the Settlement Date.
Priority in allocation of New Notes
Concurrently with the launch of the Offers made pursuant to the
Tender Offer Memorandum, HSBC Holdings plc ("HSBC Holdings")
expects to launch a proposed new issuance of GBP and
Euro-denominated subordinated unsecured debt securities in one or
more series. In connection with the allocation of such
GBP-denominated subordinated unsecured debt securities (the "New
Notes"), HSBC Holdings will consider, amongst other factors,
whether or not the relevant investor seeking an allocation of the
New Notes has, prior to such allocation, validly tendered, or
indicated its firm intention to the Issuer or the Dealer Manager to
tender, its GBP Notes pursuant to the Offers and, if so, the
aggregate principal amount of GBP Notes tendered by such
investor.
For the avoidance of doubt, any such priority in allocation of
the New Notes will only be available to Noteholders who have
tendered or indicated their firm intention to the Issuer or the
Dealer Manager to tender their GBP Notes pursuant to the Offers,
and will not be available to Noteholders who have tendered USD
Notes pursuant to the Offers. In accordance with the standard new
issue allocation processes and procedures of the Dealer Manager (in
its capacity as lead manager of the issue of the New Notes), the
allocation of the New Notes is expected to take place on the day
the announcement to issue the New Notes is made and the pricing of
the New Notes occurs. See the section titled "Terms and Conditions
of the Offers - Allocation of New Notes in the Proposed Issuance"
in the Tender Offer Memorandum.
Amendment and Termination
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
at any time following the announcement of the Offers, as described
in the Tender Offer Memorandum under the heading "Amendment and
Termination". Details of any such extension, re-opening,
withdrawal, termination, amendment or waiver will be notified to
the Noteholders as soon as possible after such decision.
Indicative Timetable of Events
This is an indicative timetable showing one possible outcome for
the timing of the Offers 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 Offers as described in the Tender Offer Memorandum.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Date Action
7 November 2022 Commencement of the Offers
At or prior to 10:00 a.m. (New York City time) Offers announced by way of announcements on the relevant
Notifying News Service(s), through
the Clearing Systems and via RNS.
Tender Offer Memorandum available from the Tender Agent.
14 November 2022 Pricing Time
At or around 10:00 a.m. (New York City time) unless Determination of the Benchmark Reference Security Yield
extended in respect of any Offer by the and the Purchase Price in respect
Issuer in its sole discretion of each Series by the Dealer Manager.
The Issuer will announce the Purchase Price for each
Series as soon as reasonably practicable
after the determination thereof.
14 November 2022 Expiration Deadline
5:00 p.m. (New York City time) unless extended in respect The deadline by which Noteholders (except for Noteholders
of any Offer by the Issuer in its tendering Notes at or prior to the
sole discretion Guaranteed Delivery Date pursuant to the Guaranteed
Delivery Procedures) must validly tender
Notes in order to be eligible to receive the relevant
Purchase Consideration and Accrued Interest
Payment for such Notes on the Settlement Date, and the
date and time by which Eligible Institutions
must comply with certain procedures applicable to
guaranteed delivery pursuant to the Guaranteed
Delivery Procedures. After such time, Noteholders will
not be able to withdraw previously
tendered Notes, except in certain limited circumstances
as set out in the section titled "
Procedures for Participating in the Offers - Withdrawal "
in the Tender Offer Memorandum.
The Issuer will announce the results of the Offers by way
of a press release on the relevant
Notifying News Service(s), through the relevant Clearing
Systems and via RNS on the following
Business Day.
5:00 p.m. (New York City time) on the second Business Day Guaranteed Delivery Date
after the Expiration Deadline, unless The date and time by which Noteholders who tender their
extended in respect of any Offer by the Issuer in its Notes pursuant to the Guaranteed Delivery
sole discretion Procedures must validly tender Notes in order to be
eligible to receive the relevant Purchase
Consideration and Accrued Interest Payment for such Notes
on the Settlement Date.
17 November 2022 Settlement Date
Expected Settlement Date for the Offers. Payment of
Purchase Consideration and Accrued Interest
Payment in respect of the Offers.
Unless stated otherwise, announcements in connection with the
Offers will be made (i) via RNS and (ii) for launch announcements
and announcements related to material change to the Offers, via the
relevant Notifying News Service(s). 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 relevant Clearing
Systems for communication to Noteholders. 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 relevant 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 intermediary through
which they hold Notes when such intermediary would require to
receive Tender Instructions from a Noteholder in order for that
Noteholder to be able to participate in, or withdraw their Tender
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 the
section titled "Procedures for Participating in the Offers" in the
Tender Offer Memorandum.
For Further Information:
A complete description of the terms and conditions of the Offers
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 (London): +44 (0) 20 7992 6237
Telephone (US Collect): +1 (212) 525-5552
Telephone (US Toll Free): +1 (888) HSBC-4LM
Attention: Liability Management
Email: liability.management@hsbcib.com
The Tender Agent
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Telephone:
Banks and Brokers call: + (212) 430 3774
All others call toll free: + (855) 654 2014
Attention: Corporate Actions
Email: contact@gbsc-usa.com
W ebsite: https://www.gbsc-usa.com/hsbctender/
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
This announcement is released by HSBC Bank plc and contains
information that qualified as inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 as it forms part of the
domestic law of the United Kingdom by virtue of the EUWA ("UK
MAR"), encompassing information relating to the Offers described
above. For the purposes of UK MAR, this announcement is made by
Greg Case, Head of Fixed Income Investor Relations, on behalf of
HSBC Bank 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 Offers. 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, immediately from its broker, bank manager,
solicitor, accountant or other independent financial or legal
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 Offers. None of the Issuer, the Dealer Manager,
the Tender Agent or their respective directors, employees or
affiliates makes any recommendation as to whether Noteholders
should tender Notes for purchase pursuant to the Offers or refrain
from doing so.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any
other materials relating to the Offers constitutes an invitation to
participate in the Offers 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 this announcement, the Tender Offer Memorandum or any
other materials relating to the Offers 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.
Each Noteholder participating in an Offer will be deemed to give
certain representations as set out in the section titled
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum in respect of the United Kingdom, Italy, Belgium, France
and generally. 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 Kingdom . The communication of this announcement, the
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 referred to in Article
L.411-2 1deg of the French Code monétaire et financier and defined
in Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"). 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.
Belgium. None of this announcement, the Tender Offer Memorandum
nor any other documents or materials relating to the Offers have
been submitted to or will be submitted for approval or recognition
to the Belgian 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 none of this announcement, the Tender Offer
Memorandum 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" within the meaning of Article
2(e) of the EU Prospectus Regulation and (ii) in any circumstances
set out in Article 6, --4 of the Belgian Takeover Law. This
announcement and the Tender Offer Memorandum have 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 announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
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 that are 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.
ends/all
[1] For the avoidance of doubt, the July 2023 Notes were issued
by HSBC Bank plc under its previous name, Midland Bank plc.
[2] For the avoidance of doubt, the May 2025 Notes were issued
by HSBC Bank plc under its previous name, Midland Bank plc.
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END
TENGIBDBBUGDGDR
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November 07, 2022 03:52 ET (08:52 GMT)
Hsbc Bk 41 (LSE:63AS)
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