REG - HSBC Holdings PLC - Results of tender offers for four series of notes

HSBC HoldingsAnnouncement

15/05/2024 11:00

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RNS Number : 5550O  HSBC Holdings PLC  15 May 2024

15 May 2024

 

HSBC HOLDINGS PLC ANNOUNCES RESULTS OF ITS TENDER OFFERS FOR FOUR SERIES OF
NOTES
 

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/ (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            First Optional Redemption Date  Principal Amount Outstanding  Principal Amount Tendered((1))  Principal Amount Accepted((1))  Aggregate Consideration((2))

                                                                                                        Date
 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 (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 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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