TIDM63AS
RNS Number : 4511G
HSBC Bank plc
15 November 2022
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
15 November 2022
HSBC BANK PLC
ANNOUNCES RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR
CASH
HSBC Bank plc (the " Issuer " ) announces today the results of
its 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 (together the "Offers" and each an "Offer").
The Offers were 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 in the Tender Offer Memorandum and, where
applicable, the related notice of guaranteed delivery. Capitalised
terms used and not otherwise defined in this announcement have the
meanings given in the Tender Offer Memorandum.
The Offers expired at 5:00 p.m. (New York City time) on 14
November 2022 (the "Expiration Deadline").
The Issuer was advised by the Tender Agent that, as of the
Expiration Deadline, the aggregate principal amount of each Series
of Notes as specified in the table below were validly tendered and
not validly withdrawn. Settlement of the Offers and payment of the
Purchase Consideration and Accrued Interest Payments in respect of
the Notes accepted for purchase is expected to take place on the 17
November 2022 (the "Settlement Date").
Aggregate
Principal
Aggregate Amount
Aggregate Principal Outstanding
Principal Amount After
Description Call Maturity Amount Tendered Settlement
of Notes ISIN CUSIP Date Date Outstanding [1] Date
--------------- ------------- ---------- ----------- ----------- -------------- --------------- ---------------
GBP XS0088317853 N/A N/A 7 July GBP GBP GBP
300,000,000 2023 300,000,000 164,646,000 135,354,000
6.500 per
cent.
subordinated
notes due July
2023 (the
"July
2023 Notes")
[2]
USD US597433AC57 597433AC5 N/A 1 May USD USD USD
300,000,000 2025 300,000,000 120,364,000 179,636,000
7.650 per
cent.
subordinated
notes due May
2025 (the "May
2025 Notes")
[3]
GBP XS0204377310 N/A 4 November 4 November GBP GBP GBP 61,232,000
350,000,000 2025 2030 350,000,000 288,768,000
5.375 per
cent.
subordinated
notes due
November
2030 (the
"November
2030 Notes")
GBP XS0174470764 N/A N/A 22 August GBP GBP GBP
500,000,000 2033 500,000,000 343,283,000 156,717,000
5.375 per
cent.
subordinated
notes due
August
2033 (the
"August
2033 Notes")
GBP XS0120514335 N/A N/A 30 January GBP GBP GBP 70,434,000
225,000,000 2041 225,000,000 154,566,000
6.250 per
cent.
subordinated
notes due
January
2041 (the
"January
2041 Notes")
GBP XS0247840969 N/A N/A 24 March GBP GBP GBP
600,000,000 2046 600,000,000 362,829,000 237,171,000
4.750 per
cent.
subordinated
notes due
March
2046 (the
"March
2046 Notes")
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.
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/
DISCLAIMER
The offer period for the Offers has now expired. No further
tenders of any Notes may be made pursuant to the Offers (except for
Noteholders tendering Notes at or prior to the Guaranteed Delivery
Date pursuant to the Guaranteed Delivery Procedures). 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. 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. None of the Issuer, the Dealer Manager, the Tender
Agent or their respective directors, employees or affiliates have
any liability or responsibility in respect of any decision of a
Noteholder as to their decision of whether to participate in the
Offers.
ends/all
[1] These amounts include the principal amount of Notes for
Noteholders which have complied with the Guaranteed Delivery
Procedures (as defined in the Tender Offer Memorandum). 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 5:00 p.m. (New York City
time) on 16 November 2022, unless extended in respect of any Offer
by the Issuer in its sole discretion.
([2]) For the avoidance of doubt, the July 2023 Notes were
issued by HSBC Bank plc under its previous name, Midland Bank
plc.
([3]) 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
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