FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of November
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
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.
HSBC HOLDINGS PLC
ANNOUNCES RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR
CASH
HSBC Holdings plc (the 'Issuer')
announces today the results of its invitations to holders
of: (a)
the EUR2,000,000,000 1.50 per cent Notes due March 2022 (ISIN:
XS1379182006) (of which EUR2,000,000,000 is currently
outstanding) (the 'March 2022
Notes'); (b)
the EUR1,500,000,000 Floating Rate Notes due September 2022
(ISIN: XS1586214956) (of which EUR1,500,000,000 is currently
outstanding) (the 'September 2022
Notes') and/or; (c)
the EUR1,500,000,000 Floating Rate Notes due October 2023
(ISIN: XS1681855539) (of which EUR1,500,000,000 is currently
outstanding) (the 'October 2023
Notes') (each
a 'Series' and together, the 'Notes'), to tender such Notes for purchase by the
Issuer for cash subject to satisfaction or waiver of the New
Financing Condition (each such invitation an "Offer" and, together, the "Offers").
The Offers are being made subject to the terms and conditions
described in a tender offer memorandum prepared by the Issuer dated
6 November 2020 (the 'Tender Offer
Memorandum'). Capitalised terms
used but not defined in this announcement have the meanings given
to them in the Tender Offer Memorandum. This announcement must be
read in conjunction with the Tender Offer
Memorandum.
RESULTS OF THE OFFERS
The Expiration Deadline for the Offers was 4.00 p.m. (London time)
on 12 November 2020. As at the Expiration Deadline,
EUR1,881,590,000 in aggregate principal amount of the Notes had
been validly tendered pursuant to the Offers.
Following the Expiration Deadline, the Issuer hereby announces that
the Maximum Acceptance Amount is EUR1,250,000,190.80 and that
(subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Tender Offer Settlement Date) the
aggregate principal amount of Notes accepted for purchase pursuant
to the Offers is EUR1,229,528,000.
The Issuer further hereby announces that:
(i) the Purchase Price (in relation to the March 2022
Notes);
(ii) the Accrued Interest Payment (in respect of each
Series);
(iii) the final aggregate principal amount of the Notes of
each Series validly tendered pursuant to the Offers;
(iv) each Series Acceptance Amount and the pro-ration factor
for each Series (if any); and
(v) the principal amount of Notes of each Series that will
remain outstanding after the Tender Offer Settlement Date (as
defined below),
are as set out in the table below:
Series
|
Purchase Price
|
Accrued Interest Payment
|
Aggregate principal amount of Notes validly tendered
|
Series Acceptance Amount
|
Pro-ration factor
|
Principal amount of Notes that will remain outstanding after the
Tender Offer Settlement Date (as defined below)
|
March 2022Notes
|
102.600 per cent
|
1.011 per cent
|
EUR660,442,000
|
EUR660,442,000
|
Not Applicable
|
EUR1,339,558,000
|
September 2022 Notes
|
As provided in the Tender Offer Memorandum.
|
0.028 per cent
|
EUR690,378,000
|
EUR569,086,000
|
82.6295 per cent
|
EUR930,914,000
|
October 2023 Notes
|
As provided in the Tender Offer Memorandum.
|
Not accepted
|
EUR530,770,000
|
EUR0
|
Not accepted
|
EUR1,500,000,000
|
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 16 November 2020 (the
'Tender
Offer Settlement Date'). Notes
that are not tendered and accepted for purchase pursuant to the
Offers will remain outstanding.
The Dealer
Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United
Kingdom
Telephone: +44 (0) 20 7992 6237
Attention: Liability Management
Email: LM_EMEA@hsbc.com
The Tender
Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
Email: hsbc@lucid-is.com
DISCLAIMER
The offer period for the Offers has now expired. No further tenders
of any Notes may be made pursuant to the Offers. This announcement
must be read in conjunction with the Tender Offer Memorandum. No
offer 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 financial, legal and
any other advice, including in respect of any tax financial,
accounting, regulatory and tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. None of the Issuer, the Dealer
Manager or the Tender Agent or their respective directors,
employees or affiliates will have any liability or responsibility
in respect of any decision of a Noteholder as to their decision of
whether to participate in the Offers.
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 its 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
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
13 November 2020
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