HSBC Bank plc Result of Tender Offer (4511G)

TIDM63AS

RNS Number : 4511G

HSBC Bank plc

15 November 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

15 November 2022

HSBC BANK PLC

ANNOUNCES RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR CASH

HSBC Bank plc (the " Issuer " ) announces today the results of its invitation to the holders of: (a) the GBP 300,000,000 6.500 per cent. subordinated notes due July 2023 (ISIN: XS0088317853); (b) the USD 300,000,000 7.650 per cent. subordinated notes due May 2025 (ISIN: US597433AC57); (c) the GBP 350,000,000 5.375 per cent. subordinated notes due November 2030 (ISIN: XS0204377310); (d) the GBP 500,000,000 5.375 per cent. subordinated notes due August 2033 (ISIN: XS0174470764); (e) the GBP 225,000,000 6.250 per cent. subordinated notes due January 2041 (ISIN: XS0120514335); and (f) the GBP 600,000,000 4.750 per cent. subordinated notes due March 2046 (ISIN: XS0247840969) (each a " Series " and together, the " Notes " ) to tender any and all such Notes for purchase by the Issuer for cash (together the "Offers" and each an "Offer").

The Offers were made on the terms and subject to the conditions set out in a tender offer memorandum dated 7 November 2022 (the " Tender Offer Memorandum " ) including the offer and distribution restrictions set out in the Tender Offer Memorandum and, where applicable, the related notice of guaranteed delivery. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

The Offers expired at 5:00 p.m. (New York City time) on 14 November 2022 (the "Expiration Deadline").

The Issuer was advised by the Tender Agent that, as of the Expiration Deadline, the aggregate principal amount of each Series of Notes as specified in the table below were validly tendered and not validly withdrawn. 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 17 November 2022 (the "Settlement Date").

 
                                                                                                          Aggregate 
                                                                                                           Principal 
                                                                                         Aggregate          Amount 
                                                                         Aggregate        Principal       Outstanding 
                                                                         Principal         Amount            After 
  Description                                   Call        Maturity       Amount         Tendered        Settlement 
    of Notes          ISIN         CUSIP        Date          Date      Outstanding          [1]             Date 
---------------  -------------  ----------  -----------  -----------  --------------  ---------------  --------------- 
 GBP              XS0088317853   N/A         N/A          7 July       GBP             GBP              GBP 
 300,000,000                                               2023        300,000,000     164,646,000      135,354,000 
 6.500 per 
 cent. 
 subordinated 
 notes due July 
 2023 (the 
 "July 
 2023 Notes") 
 [2] 
 USD              US597433AC57   597433AC5   N/A          1 May        USD             USD              USD 
 300,000,000                                               2025        300,000,000     120,364,000      179,636,000 
 7.650 per 
 cent. 
 subordinated 
 notes due May 
 2025 (the "May 
 2025 Notes") 
 [3] 
 GBP              XS0204377310   N/A         4 November   4 November   GBP             GBP              GBP 61,232,000 
 350,000,000                                  2025         2030        350,000,000     288,768,000 
 5.375 per 
 cent. 
 subordinated 
 notes due 
 November 
 2030 (the 
 "November 
 2030 Notes") 
 GBP              XS0174470764   N/A         N/A          22 August    GBP             GBP              GBP 
 500,000,000                                               2033        500,000,000     343,283,000      156,717,000 
 5.375 per 
 cent. 
 subordinated 
 notes due 
 August 
 2033 (the 
 "August 
 2033 Notes") 
 GBP              XS0120514335   N/A         N/A          30 January   GBP             GBP              GBP 70,434,000 
 225,000,000                                               2041        225,000,000     154,566,000 
 6.250 per 
 cent. 
 subordinated 
 notes due 
 January 
 2041 (the 
 "January 
 2041 Notes") 
 GBP              XS0247840969   N/A         N/A          24 March     GBP             GBP              GBP 
 600,000,000                                               2046        600,000,000     362,829,000      237,171,000 
 4.750 per 
 cent. 
 subordinated 
 notes due 
 March 
 2046 (the 
 "March 
 2046 Notes") 
 

Notes purchased by the Issuer pursuant to the Offers will be cancelled and will not be re-issued or resold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.

The Dealer Manager

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

Telephone (London): [phone]

Telephone (US Collect): [phone]

Telephone (US Toll Free): +1 (888) HSBC-4LM

Attention: Liability Management

Email: [e-mail]

The Tender Agent

Global Bondholder Services Corporation

65 Broadway - Suite 404

New York, New York 10006

Telephone:

Banks and Brokers call: + [phone]

All others call toll free: + [phone]

Attention: Corporate Actions

Email: [e-mail]

W ebsite: https://www.gbsc-usa.com/hsbctender/

DISCLAIMER

The offer period for the Offers has now expired. No further tenders of any Notes may be made pursuant to the Offers (except for Noteholders tendering Notes at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures). 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. If any Noteholder is in any doubt as to 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 broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Issuer, the Dealer Manager, the Tender Agent or their respective directors, employees or affiliates have any liability or responsibility in respect of any decision of a Noteholder as to their decision of whether to participate in the Offers.

ends/all

[1] These amounts include the principal amount of Notes for Noteholders which have complied with the Guaranteed Delivery Procedures (as defined in the Tender Offer Memorandum). 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 16 November 2022, unless extended in respect of any Offer by the Issuer in its sole discretion.

([2]) For the avoidance of doubt, the July 2023 Notes were issued by HSBC Bank plc under its previous name, Midland Bank plc.

([3]) For the avoidance of doubt, the May 2025 Notes were issued by HSBC Bank plc under its previous name, Midland Bank plc.

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November 15, 2022 04:47 ET (09:47 GMT)