REG - HSBC Holdings PLC - HSBC tender offers - max acceptance amount

HSBC HoldingsAnnouncement

17/09/2024 08:15

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RNS Number : 4823E  HSBC Holdings PLC  17 September 2024

 

 

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.

17 September 2024

 

HSBC HOLDINGS PLC

ANNOUNCES INDICATIVE MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO ITS INVITATION
TO PURCHASE NOTES FOR CASH

Further to the announcement dated 16 September 2024 in relation to the
invitation of HSBC Holdings plc (the 'Issuer') 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) 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) (each a 'Series' and together, the
'Notes'), to tender such Notes for purchase by the Issuer for cash, the Issuer
hereby announces that the Maximum Acceptance Amount is currently expected to
be approximately EUR2,250,000,000.

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').

FURTHER INFORMATION

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the conditions of and procedures for
participating in the Offers.

The Maximum Acceptance Amount set out in this announcement is indicative and
the Issuer reserves the right, in its sole discretion, to allocate an amount
for the purchase of the Notes that is higher or lower than this amount.

The Issuer is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offers. The acceptance for purchase by the Issuer of
Notes tendered pursuant to the Offers is at the sole discretion of the Issuer
and tenders may be rejected by the Issuer for any reason.

A complete description of the terms and conditions of the Offers is set out in
the Tender Offer Memorandum. Any questions or requests for assistance in
connection with: (i) the Offers, may be directed to the Dealer Manager; and
(ii) the delivery of Tender Instructions or requests for additional copies of
the Tender Offer Memorandum or related documents, which may be obtained free
of charge, may be directed to the Tender Agent, the contact details for each
of which are set out below.

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 (mailto: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 (mailto:hsbc@is.kroll.com)

Tender Offer Website: https://deals.is.kroll.com/hsbc
(https://deals.is.kroll.com/hsbc)

 

A copy of the Tender Offer Memorandum is available to eligible persons upon
request from the Tender Agent.

 

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 contents of the Tender Offer Memorandum or 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
stockbroker, 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 or the Tender Agent, or
any person who controls, or is a director, officer, employee or agent of such
persons or any affiliate of such persons, makes any recommendation as to
whether Noteholders should tender Notes for purchase pursuant to the Offers or
refrain from doing so. Noteholders should consult with their own advisers as
they consider appropriate to assist them in taking decisions with respect to
the Offers, including to determine whether they are legally permitted to
tender Notes pursuant to the Offers.

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 and/or the Tender Offer Memorandum 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.

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in an Offer will be deemed to give
certain other representations as set out in 'Procedures for Participating in
the Offers' in the Tender Offer Memorandum. 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 States. The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States.This includes, but is not
limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly, copies of
this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offers are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or
into the United States and the Notes cannot be tendered in the Offers by any
such use, means, instrumentality or facility or from or within or by persons
located or resident in the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by a person located in
the United States, or by any agent, fiduciary or other intermediary acting on
a non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted. Neither this
announcement nor the Tender Offer Memorandum is an offer of securities for
sale in the United States or to U.S. Persons (as defined in Regulation S of
the United States Securities Act of 1933, as amended (the 'Securities Act')).
Securities may not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the Securities
Act. Each Noteholder participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in such Offer from the United States. For the purposes of this and the above
paragraph, 'United States' means 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.

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, and may only be acted upon by,
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 defined in Article 2(e) of Regulation (EU) 2017/1129. 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.

Italy. None of the Offers, this announcement, 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') 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.
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.

Investor enquiries to:

 

 Greg Case  +44 (0) 20 7992 3825                                            investorrelations@hsbc.com (mailto:investorrelations@hsbc.com)

 

Media enquiries to:

 Press Office  +44 (0) 20 7991 8096  pressoffice@hsbc.com (mailto:pressoffice@hsbc.com)

 

 

 

Note to editors:

HSBC Holdings plc

HSBC Holdings plc, the parent company of HSBC, 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

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