HSBC BANK PLC ANNOUNCES RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR CASH

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

LONDON, Nov. 15, 2022 /PRNewswire/ -- 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principal amount of each Series of Notes as specified in the table below were validly tendered and not validly withdrawn.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").

Description of Notes

ISIN

CUSIP

Call Date

Maturity Date

Aggregate Principal Amount Outstanding

Aggregate Principal Amount Tendered1

Aggregate Principal Amount Outstanding After Settlement Date

GBP 300,000,000 6.500 per cent. subordinated notes due July 2023 (the "July 2023 Notes")2

XS0088317853

N/A

N/A

7 July 2023

GBP 300,000,000

GBP 164,646,000

GBP 135,354,000

USD 300,000,000 7.650 per cent. subordinated notes due May 2025 (the "May 2025 Notes")3

US597433AC57

597433AC5

N/A

1 May 2025

USD 300,000,000

USD 120,364,000

USD 179,636,000

GBP 350,000,000 5.375 per cent. subordinated notes due November 2030 (the "November 2030 Notes")

XS0204377310

N/A

4 November 2025

4 November 2030

GBP 350,000,000

GBP 288,768,000

GBP 61,232,000

GBP 500,000,000 5.375 per cent. subordinated notes due August 2033 (the "August 2033 Notes")

XS0174470764

N/A

N/A

22 August 2033

GBP 500,000,000

GBP 343,283,000

GBP 156,717,000

GBP 225,000,000 6.250 per cent. subordinated notes due January 2041 (the "January 2041 Notes")

XS0120514335

N/A

N/A

30 January 2041

GBP 225,000,000

GBP 154,566,000

GBP 70,434,000

GBP 600,000,000 4.750 per cent. subordinated notes due March 2046 (the "March 2046 Notes")

XS0247840969

N/A

N/A

24 March 2046

GBP 600,000,000

GBP 362,829,000

GBP 237,171,000

__________________________________
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.

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]
Website: 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.

 

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SOURCE HSBC Bank Plc.

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