LONDON, May 15, 2024
/PRNewswire/ -- HSBC Holdings plc (the 'Company,'
'we' or 'us') today announces the results of its
previously announced four 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.'
The Offers were made upon the terms and were subject to the
conditions set forth in the Offer to Purchase dated May 8, 2024 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 Maximum Tender Amount Condition and
the New Issue Condition (each as defined in the Offer Documents).
The Offer Documents are available at the following link:
https://www.gbsc-usa.com/hsbc/.
The Offers expired at 5:00 p.m.
(New York City time) on
May 14, 2024 (the 'Expiration
Time'). References to '$' are to U.S. dollars.
Acceptance Priority
Level
|
Title of
Notes
|
CUSIP
|
Maturity
Date
|
First Optional
Redemption Date
|
Principal Amount
Outstanding
|
Principal
Amount Tendered(1)
|
Principal
Amount Accepted(1)
|
Aggregate
Consideration(2)
|
1
|
3.900% Senior Unsecured
Notes due 2026
|
404280BB4
|
May 25, 2026
|
N/A
|
$2,500,000,000
|
$951,660,000.00
|
$951,660,000.00
|
$931,180,276.80
|
2
|
4.300% Senior Unsecured
Notes due 2026
|
404280AW9
|
March 8,
2026
|
N/A
|
$3,000,000,000
|
$1,246,557,000.00
|
$1,246,557,000.00
|
$1,230,887,778.51
|
3
|
1.589% Fixed
Rate/Floating Rate Senior Unsecured Notes due 2027
|
404280CM9
|
May 24, 2027
|
May 24, 2026
|
$2,000,000,000
|
$1,467,531,000.00
|
$1,467,531,000.00
|
$1,364,994,609.03
|
4
|
2.251% Fixed
Rate/Floating Rate Senior Unsecured Notes due 2027
|
404280CX5
|
November 22,
2027
|
November 22,
2026
|
$2,500,000,000
|
$1,571,035,000.00
|
$1,571,035,000.00
|
$1,460,292,742.85
|
|
|
|
|
|
|
|
Total
Consideration
|
$4,987,355,407.19
|
(1)
|
These amounts include
the principal amount of Notes for which holders have complied with
the Guaranteed Delivery Procedures (as defined in the Offer
Documents). 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 May 16, 2024, unless extended or earlier
terminated in respect of an Offer by the Company in its sole
discretion.
|
(2)
|
These amounts do not
include Accrued Interest (as defined below).
|
The Company was advised by the Information Agent (as defined
below), that as of the Expiration Time, the aggregate principal
amount of each series of Notes specified in the table above were
validly tendered and not validly withdrawn. The table above
provides the aggregate principal amount of each series of Notes
that the Company has accepted in the Offers on the terms and
subject to the conditions set forth in the Offer Documents
(including satisfaction of the Guaranteed Delivery Procedures).
The Company's obligation to complete an Offer with respect to a
particular series of Notes was conditioned on satisfaction of the
Maximum Tender Amount Condition and the New Issue Condition (each
as defined in the Offer Documents). The 'Maximum Tender
Amount' for the purposes of the Maximum Tender Amount Condition
is $5,000,000,000.
The Company announces that the Maximum Tender Amount Condition
has been satisfied with respect to all series of Notes.
On May 8, 2024, the Company priced
$1,850,000,000 5.597% Fixed
Rate/Floating Rate Senior Unsecured Notes due 2028 (the '2028
Notes') and $1,400,000,000 5.733%
Fixed Rate/Floating Rate Senior Unsecured Notes due 2032 (the '2032
Notes' and, together with the 2028 Notes, the 'New Notes').
Assuming the successful settlement of the New Notes on the
settlement date of the Proposed Issuance, the New Issue Condition
will be satisfied and payment of the applicable Consideration (as
defined in the Offer to Purchase) for all Notes validly tendered
and accepted by us pursuant to the Offers will be made on
May 17, 2024 (the 'Settlement
Date'). 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 the 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, interest 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.
All Notes accepted in the Offers will be cancelled and retired,
and will no longer remain outstanding obligations of the
Company.
The Company 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 +1 (855) 654-2014 (toll free) or +1 (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.
United Kingdom. This
communication 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 authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
'FSMA'). Accordingly, this communication and such documents
and/or materials are not being distributed to the general public in
the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of HSBC
Holdings or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Belgium. Neither this
communication nor any other documents or materials relating to the
Offers have been or will be notified to, and neither this
communication nor any other documents or materials relating to the
Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority ('Autorité des services et
marches financiers / Autoriteit financiële diensten en
markten'). The Offers were not made in Belgium by way of a public takeover bid
(openbaar overnamebod/offer publique d'acquisition), as
defined in Article 3 of the Belgian law of 1
April 2007 on public takeover bids, as amended (the
'Belgian Takeover Law'), save in those circumstances where a
private placement exemption was available.
The Offers were conducted exclusively under applicable private
placement exemptions. The Offers were not advertised and the Offers
were not extended, and neither this communication nor any other
documents or materials relating to the Offers have been or will 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
Regulation (EU) 2017/1129 and (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 were 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 the Republic of Italy could 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. The contents
of this communication have not been reviewed by any regulatory
authority in Hong Kong. Holders of
Notes should exercise caution in relation to the Offers. If a
holder of the Notes is in any doubt about any of the contents of
this communication, such holder should obtain independent
professional advice. The Offers have not been made and will not be
made in Hong Kong, by means of any
document, other than (i) to 'professional investors' as defined in
the Securities and Futures Ordinance (Cap. 571) of the laws of
Hong Kong (the 'SFO') and
any rules made under that ordinance, or (ii) in other circumstances
which do not result in the document being a 'prospectus' as defined
in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of the laws of Hong
Kong or which do not constitute an offer to the public
within the meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will issue or have in its possession for the
purposes of issue (in each case whether in Hong Kong or elsewhere), any advertisement,
invitation or document relating to the Offers, 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 made only
to persons outside Hong Kong or
only to 'professional investors' as defined in the SFO and any
rules made thereunder. This communication and the information
contained herein may not be used other than by the person to whom
it is addressed and may not be reproduced in any form or
transferred to any person in Hong
Kong. The Offers are not intended to be made to the public
in Hong Kong and it is not the
intention of HSBC Holdings that the Offers be made to the public in
Hong Kong.
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 Dealer Manager in that jurisdiction.
France. This
communication and any other offering material relating to the
Offers may not be distributed in the Republic of France except to qualified investors as
defined in Article 2(e) of Regulation (EU) 2017/1129.
.....
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,' 'seek,' '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 the 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:
|
|
|
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 62 countries and
territories. With assets of US$3,001bn at 31 March
2024, HSBC is one of the world's largest banking and
financial services organisations.
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SOURCE HSBC Holdings plc