TIDMHSBA
RNS Number : 4890G
HSBC Holdings PLC
25 November 2020
HSBC HOLDINGS PLC ANNOUNCES RESULTS OF ITS TER OFFERS FOR NINE
SERIES OF NOTES
HSBC Holdings plc (the 'Company,' 'we' or 'us') today announces
the results of its previously announced nine 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 November 17,
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 in the Offer Documents). The Offer Documents are
available at the following link: https://www.gbsc-usa.com/hsbc/
.
The Offers expired at 5:00pm (New York City time) on November
24, 2020 (the 'Expiration Date'). References to '$' are to U.S.
dollars.
Acceptance Title of CUSIP Maturity Principal Principal Principal Aggregate
Priority Notes Date Amount Amount Amount Consideration(2)
Level Outstanding Tendered(1) Accepted(1)
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
4.000%
Senior
Unsecured March
Notes due 30,
1 March 2022 404280AN9 2022 $2,000,000,000 $1,054,003,000 $1,054,003,000 $1,106,724,230.06
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
2.950%
Senior
Unsecured May
Notes due 25,
2 May 2021 404280AY5 2021 $1,541,839,000 $495,617,000 $495,617,000 $502,253,311.63
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
2.650%
Senior
Unsecured
Notes due
January January
3 2022 404280BF5 5, 2022 $638,128,000 $111,103,000 $111,103,000 $114,062,783.92
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
4.875%
Senior
Unsecured
Notes due January
January 14,
4 2022 404280AL3 2022 $417,483,000 $20,692,000 $20,692,000 $21,771,501.64
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
Floating
Rate
Senior
Unsecured
Notes due
January January
5 2022 404280BG3 5, 2022 $755,193,000 $238,829,000 $238,829,000 $242,578,615.30
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
3.400%
Senior
Unsecured
Notes due March
6 March 2021 404280AV1 8, 2021 $978,489,000 $32,685,000 $0 $0
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
5.100%
Senior
Unsecured
Notes due April
7 April 2021 404280AK5 5, 2021 $848,554,000 $30,302,000 $0 $0
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
Floating
Rate
Senior
Unsecured May
Notes due 25,
8 May 2021 404280AZ2 2021 $570,318,000 $137,281,000 $0 $0
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
Floating
Rate
Senior
Unsecured
Notes due March
9 March 2021 404280AX7 8, 2021 $511,535,000 $8,600,000 $8,600,000 $8,652,460.00
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
Total
Consideration $1,996,042,902.55
----------- ----------- ---------- --------- --------------- --------------- --------------- ------------------
(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 5:00pm (New York City time) on November 27, 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 'Guaranteed Delivery Date').
(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
Financing Condition (as defined in the Offer Documents). On
November 18, 2020, the Company announced that the 'Total Available
Amount' for purposes of the Financing Condition is
$2,000,000,000.
The Company announces that the Financing Condition has been
satisfied with respect to the series of Notes with an 'Acceptance
Priority Level' (as set forth in the table above) of 1, 2, 3, 4, 5
and 9. Because the Total Available Amount is insufficient to fund
any and all of the Notes of the series with Acceptance Priority
Level 6, 7 and 8 that have been validly tendered and not validly
withdrawn (after taking into account Notes of each series accepted
for purchase with a higher Acceptance Priority Level), no series of
Notes with Acceptance Priority Level 6, 7 and 8 will be accepted
for purchase. Accordingly, only series of Notes with an Acceptance
Priority Level of 1, 2, 3, 4, 5 and 9 validly tendered (including
Notes for which holders have complied with the Guaranteed Delivery
Procedures) at or prior to the Expiration Time and not validly
withdrawn at or prior to the Withdrawal Date have been accepted for
purchase.
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 November 30, 2020 (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
(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.
.....
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 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 were 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 were not
advertised and the Offers were not 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 were 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, were
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$2,956bn at 30 September
2020, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
RTEBBBDBRBDDGGU
(END) Dow Jones Newswires
November 25, 2020 07:00 ET (12:00 GMT)
Hsbc (LSE:HSBA)
過去 株価チャート
から 3 2024 まで 4 2024
Hsbc (LSE:HSBA)
過去 株価チャート
から 4 2023 まで 4 2024
