Floating Rate Notes
Acceptance Priority
Level(1)
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Title of Notes(3)
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CUSIP
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Maturity
Date
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Principal Amount Outstanding
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Fixed Price(3)
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Consideration(4)
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5
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Floating Rate Senior Unsecured Notes due January 2022
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404280BG3
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January 5, 2022
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$755,193,000
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$1,015.70
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$1,015.70
|
8
|
Floating Rate Senior Unsecured Notes due May 2021
|
404280AZ2
|
May 25, 2021
|
$570,318,000
|
$1,008.00
|
$1,008.00
|
9
|
Floating Rate Senior Unsecured Notes due March 2021
|
404280AX7
|
March 8, 2021
|
$511,535,000
|
$1,006.10
|
$1,006.10
|
(1) We will accept Notes in the order of their respective
Acceptance Priority Level specified in the table above, subject to
the satisfaction of the Financing
Condition. It is possible that the
Financing Condition might not be met with respect to any series of
Notes with any Acceptance Priority Level, and such series of Notes
will not be accepted for purchase, even if one or more series of
Notes with a lower Acceptance Priority Level is accepted for
purchase. If any series of Notes is accepted for purchase under the
Offers, all Notes of that series that are validly tendered and not
validly withdrawn will be accepted for purchase. As a result, no
series of Notes accepted for purchase will be
prorated.
(2) The 3.400% Senior Unsecured Notes due March 2021, the 5.100%
Senior Unsecured Notes due April 2021, the 2.950% Senior Unsecured
Notes due May 2021, the 2.650% Senior Unsecured Notes due January
2022, the 4.875% Senior Unsecured Notes due January 2022 and the
4.000% Senior Unsecured Notes due March 2022 are collectively
referred to as the 'Fixed Rate
Notes'.
(3) The Floating Rate Senior Unsecured Notes due March 2021, the
Floating Rate Senior Unsecured Notes due May 2021 and the Floating
Rate Senior Unsecured Notes due January 2022 are collectively
refered to as the 'Floating Rate
Notes'.
(4) Per $1,000 principal amount.
Each Offer will expire at 5:00pm (New York City time) today, unless
extended or earlier terminated by the Company in its sole
discretion (such date and time with respect to an Offer, as the
same may be extended, the 'Expiration
Time'). Notes tendered for
purchase may be validly withdrawn at any time at or prior to 5:00pm
(New York City time) today (such date and time with respect to an
Offer, as the same may be extended, the 'Withdrawal
Date'), but not thereafter,
unless extended or earlier terminated with respect to an Offer by
the Company in its sole discretion. The settlement date is expected
to be the third business day after the Expiration Time, or November
30, 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 'Settlement
Date').
Each Offer is independent of the other Offers, and we may
terminate, modify or waive the conditions of any Offer without
terminating, modifying or waiving the conditions of any other
Offer.
Upon the terms and subject to the conditions set forth in the Offer
Documents, holders who (i) validly tender Notes at or prior to the
Expiration Time or (ii) validly tender Notes at or prior to the
Guaranteed Delivery Date pursuant to the Guaranteed Delivery
Procedures (each as defined in the Offer Documents), and whose
Notes (i) have not been validly withdrawn at or prior to the
Withdrawal Date and (ii) are accepted for purchase by us, will
receive the Consideration specified in the tables above for each
$1,000 principal amount of such Notes, which will be payable in
cash on the Settlement Date as described below.
In the case of the Fixed Rate Notes validly tendered and accepted
by us pursuant to the Offers, the Consideration has been determined
in accordance with the formula set forth in the Offer to Purchase
and with standard market practice, using the applicable
'Offer
Yield,' which is equal to the
sum of: (x) the applicable 'Reference
Yield' specified in the table
above that corresponds to the bid-side yield of the applicable
'Reference
Security' specified in the
table above for such series of Notes on the Bloomberg reference
page PX3 or PX4, plus (y) the 'Fixed Spread' specified in the table above for such series of
Notes.
Accordingly, the Consideration payable by us for each $1,000
principal amount of each series of Fixed Rate Notes accepted by us
is equal to:
(i)
the present value on the Settlement Date of $1,000 principal amount
of such Fixed Rate Notes due on the maturity date of such Fixed
Rate Notes and all scheduled interest payments on such $1,000
principal amount of such Fixed Rate Notes to be made from (but
excluding) the Settlement Date up to and including such maturity
date, discounted to the Settlement Date at a discount rate equal to
the applicable Offer Yield, minus
(ii)
the Accrued Interest per $1,000 principal amount of such Fixed Rate
Notes;
such total amount being rounded to the nearest cent per $1,000
principal amount of such Notes, and the above calculation has been
made in accordance with standard market practice as described by
the formula set forth in the Offer to Purchase.
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 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.
The Offers are subject to the terms and conditions described in the
Offer Documents. In particular, the Company's obligation to
complete an Offer with respect to a particular series of Notes is
conditioned on satisfaction of the 'Financing
Condition', meaning (1) the
proposed new issuance of senior unsured debt securities that priced
on November 17, 2020 has been successfully completed on terms and
conditions satisfactory to the Company in its sole discretion and
(2) the 'Total Available
Amount' of $2,000,000,000 is
sufficient to fund the sum of (a) the Consideration (excluding
Accrued Interest) for all validly tendered and not validly
withdrawn Notes of such series plus (b) the aggregate Consideration
(excluding Accrued Interest) for all validly tendered and not
validly withdrawn Notes of each series having a higher
'Acceptance
Priority Level' (as specified
in the above table, with 1 being the highest Acceptance Priority
Level and 9 being the lowest Acceptance Priority Level), other than
Excluded Notes (as defined below).
Notwithstanding any other provision in the Offer to Purchase to the
contrary, if the Financing Condition is not satisfied for a
particular series of Notes, at any time at or prior to the
Expiration Time, then (1) we will not be obligated to accept for
purchase such series of Notes and will terminate the Offer with
respect to such series of Notes (such series of Notes,
'Excluded
Notes'), and (2) if there is
any series of Notes having a lower Acceptance Priority Level for
which the Financing Condition is satisfied, meaning the Total
Available Amount is equal to or greater than the sum
of:
a)
the Consideration necessary to purchase all validly tendered and
not validly withdrawn Notes of such series (excluding Accrued
Interest), plus
b)
the aggregate Consideration necessary to purchase all validly
tendered and not validly withdrawn Notes of all series having a
higher Acceptance Priority Level than such series of Notes, other
than the Excluded Notes (in each case, excluding Accrued
Interest),
then all Notes of such series having a lower Acceptance Priority
Level will be accepted for purchase, and the Financing Condition
will be applied at each subsequent Acceptance Priority Level until
there is no series of Notes with a lower Acceptance Priority Level
to be considered for purchase for which the Financing Condition is
met.
It is possible that any series of Notes with any Acceptance
Priority Level will fail to meet the Financing Condition and
therefore will not be accepted for purchase even if one or more
series with a lower Acceptance Priority Level is accepted for
purchase. If any series of Notes is accepted for purchase under the
Offers, all Notes of that series that are validly tendered and not
validly withdrawn will be accepted for purchase. As a result, no
series of Notes accepted for purchase will be
prorated.
The Company reserves the right to amend or waive any of the
conditions of the Offers, in whole or in part, at any time or from
time to time, in its sole discretion, subject to applicable law. If
any of the conditions are not satisfied at the Expiration Time with
respect to an Offer, the Company may, in its sole discretion and
without giving any notice, subject to applicable law, (a) terminate
such Offer, (b) extend such Offer, on the same or amended terms,
and thereby delay acceptance of any validly tendered Notes, or (c)
continue to accept tenders.
Holders of Notes are advised to read carefully the Offer to
Purchase for full details of and information on the procedures for
participating in the Offers.
The Company has 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.
If the Company terminates an Offer, all Notes tendered pursuant to
such Offer will be returned promptly to the tendering holders
thereof.
Holders of Notes are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in, an
Offer before the deadlines specified herein and in the Offer to
Purchase. The deadlines set by any such intermediary and DTC for
the submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer to Purchase.
.....
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. The Offers are only being
made pursuant to the Offer to Purchase. Holders of the Notes are
urged to carefully read the Offer to Purchase before making any
decision with respect to the Offers.
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 will be 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 may not be advertised
and the Offers will not be 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 are
being 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, are 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
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:
24 November 2020
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