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HSGU Hsbc Icav Gl Su

10.457
0.021 (0.20%)
16 Jul 2024 - Closed
Delayed by 15 minutes
Name Symbol Market Type
Hsbc Icav Gl Su LSE:HSGU London Exchange Traded Fund
  Price Change % Change Price Bid Price Offer Price High Price Low Price Open Price Traded Last Trade
  0.021 0.20% 10.457 10.45 10.464 0 16:35:15

Issue Price

19/06/2006 6:17pm

UK Regulatory


RNS Number:8420E
HSBC Global Absolute Limited
19 June 2006


HSBC Global Absolute Limited
HSBC Private Bank Building, Rue du Pre, St Peter Port, Guernsey GY1 1LU


19 June 2006


Regulatory News Service
London Stock Exchange
London
EC2N 1HP


Dear Sir,


The Board of Directors of HSBC Global Absolute Limited announces that the Issue
Price in respect of its forthcoming Placing and Offer for Subscription of US
Dollar and Sterling Hedged Shares will be as follows:


US Dollar Shares             USD 1.8229 per Share
Sterling Hedged Shares       GBP 0.9867 per Share


Enquiries:

Tina Hugo - HSBC Republic Investments Limited - 020 7860 6525
Tom Harris - Dresdner Kleinwort Wasserstein - 020 7475 6702


APPENDIX: IMPORTANT INFORMATION ABOUT THE PLACING

Members of the public are not eligible to take part in the Placing which is only
open to investors invited to do so by the Placing Agent ("Relevant Persons").

If you are a Relevant Person and choose to participate in the Placing by
accepting an oral offer to acquire Placing Shares you will be deemed to have
read and understood this announcement in its entirety and to be accepting such
offer on the terms and conditions contained herein and to be providing the
representations, warranties and acknowledgements contained in this Appendix.

This announcement does not constitute an offer to sell or issue or the
solicitation of an offer to buy or subscribe for Shares in any jurisdiction in
which such offer or solicitation is unlawful. The Shares referred to in this
announcement have not been and will not be registered under the Securities Act.
The Placing is made outside the United States of America in offshore
transactions (as defined in Regulation S) meeting the requirements of Regulation
S under the US Securities Act of 1933.

The distribution of this announcement and the Placing and/or issue of Shares in
certain jurisdictions may be restricted by law. No action has been taken by HSBC
European Absolute Limited (the "Company") or Dresdner Kleinwort Wasserstein that
would permit an offer of such Shares or possession or distribution of this
announcement or any other offering or publicity material relating to such Shares
in any jurisdiction where action for that purpose is required. Persons into
whose possession this announcement comes are required by the Company and
Dresdner Kleinwort Wasserstein to inform themselves about, and to observe, any
such restrictions.

Details of the Placing Agreement and the Shares

Dresdner Kleinwort Wasserstein has entered into a placing agreement (the "
Placing Agreement") with the Company, HSBC Management (Guernsey) Limited and
HSBC Republic Investments Limited whereby Dresdner Kleinwort Wasserstein has,
subject to the conditions set out therein, agreed to use its reasonable
endeavours as agent of the Company to procure placees to subscribe for Shares at
the Issue Price.

This announcement gives details of the terms and conditions of, and the
procedures and requirements for participation in, the Placing.

No commissions will be paid to Placees in respect of any Shares subscribed in
the Placing. In addition there will be no United Kingdom stamp duty payable on
such Shares.

How to participate in the Placing

If you have indicated your intention to participate in the Placing, you will be
contacted on 26 June 2006 by your usual sales contact at Dresdner Kleinwort
Wasserstein. The relevant sales contact will make an oral and legally binding
offer for you to subscribe for Shares in the Company. If you accept that offer,
a trade confirmation confirming the transaction will be dispatched to you as
soon as possible after the close of the Placing. Your oral acceptance of
Dresdner Kleinwort Wasserstein's offer to you will constitute a legally binding
commitment upon you to subscribe for the agreed number of Shares at the Issue
Price and otherwise on the terms and conditions set out in this announcement and
in accordance with the Company's memorandum and articles of association.

Principal terms of the Placing
     
1    Dresdner Kleinwort Wasserstein is arranging the Placing as agent of the 
     Company.

2    Participation in the Placing will only be available to persons invited to 
     participate by Dresdner Kleinwort Wasserstein.

3    The conditional offer by the Company through its agent Dresdner Kleinwort 
     Wasserstein to each proposed Placee to participate in the Placing shall be 
     constituted by this announcement, the Prospectus and a telephone call from 
     Dresdner Kleinwort Wasserstein on or after the date of this announcement
     specifying the number of Shares being offered for subscription. It shall be
     accepted at the end of that telephone call (if the Placee should so decide) 
     by the Placee and, if so accepted, confirmed by the issue by Dresdner 
     Kleinwort Wasserstein to the Placee of a trade confirmation. The acceptance 
     by the Placee will constitute a legally binding commitment by the Placee to 
     subscribe for and pay for the Shares in respect of which the offer is 
     accepted, and as an acceptance of all of the terms and conditions and the 
     further information set out in this announcement and the Prospectus.
     
4    Oral acceptance of an offer to subscribe for Shares is binding and 
     irrevocable but Dresdner Kleinwort Wasserstein reserves the right to scale 
     back the number of Shares to be subscribed by any Placee in the event of an
     oversubscription under the Placing.

5    Dresdner Kleinwort Wasserstein reserves the right not to accept offers to 
     subscribe Shares or to accept such offers in part rather than in whole. The 
     acceptance of offers shall be at the absolute discretion of Dresdner
     Kleinwort Wasserstein.

6    The Placing is expected to close at close of business on 26 June 2006 but 
     may be closed earlier at the sole discretion of Dresdner Kleinwort 
     Wasserstein. Dresdner Kleinwort Wasserstein may choose to make offers to
     subscribe Shares after the Placing has closed.

Conditions of the Placing

The Placing is conditional on, inter alia:

1    Admission in accordance with the Listing Rules and the London Stock 
     Exchange Admission and Disclosure Standards on or before 29 June 2006 or by 
     such later date as Dresdner Kleinwort Wasserstein may agree, being no later
     than 8.00 a.m. on 31 August 2006.

2    The Placing Agreement not being terminated in accordance with its terms.

Dresdner Kleinwort Wasserstein shall not have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise) in respect
of any decision it may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any condition in the Placing Agreement.  Any
such extension or waiver will not affect Placees' commitments.

If, (a) the condition relating to Admission noted at paragraph 1 above is not
satisfied at or prior to 29 June 2006 (or by such later date as Dresdner
Kleinwort Wasserstein may agree, being no later than 31 August 2006), or (b) the
Placing Agreement is terminated, or (c) the Placing Agreement does not otherwise
become unconditional in all respects, the Placing will lapse and each Placee's
rights and obligations hereunder shall cease and determine at such time and no
claim can be made by a Placee in respect thereof.

By participating in the Placing each Placee agrees that its rights and
obligations in respect of its subscription under the Placing terminate only in
the circumstances described above and will not be capable of rescission or
termination by it.

Right to terminate under the Placing Agreement

Dresdner Kleinwort Wasserstein has the right to terminate its obligations under
the Placing Agreement at any time prior to Admission in the event, inter alia,
of:

1    in the opinion of Dresdner Kleinwort Wasserstein, any of the warranties 
     given by the Company, HSBC Management (Guernsey) Limited and/or HSBC
     Republic Investments Limited in the Placing Agreement not being true and
     accurate or any event occurring or circumstance arising whereby any of such
     warranties ceases to be true and accurate; or

2    the Company not complying in any material respect with its
     obligations under the Placing Agreement ; or

3    in the opinion of Dresdner Kleinwort Wasserstein, there being a material 
     adverse change in the financial position or prospects of the Company;
     
4    in the absolute discretion of Dresdner Kleinwort Wasserstein, there being a 
     change in national or international financial, political, economic or stock 
     market conditions (primary or secondary); an incident of terrorism, 
     outbreak or escalation of hostilities, war, declaration of martial law or 
     any other calamity or crisis; a suspension or material limitation in 
     trading of securities generally on any Stock Exchange; any change in 
     currency exchange rates or exchange controls or a disruption of settlement 
     systems or a material disruption in commercial banking as would be likely 
     to prejudice the success of the Placing.

By participating in the Placing each Placee agrees with Dresdner Kleinwort
Wasserstein that the exercise by Dresdner Kleinwort Wasserstein of any right of
termination or other discretion under the Placing Agreement shall be within the
absolute discretion of Dresdner Kleinwort Wasserstein and that Dresdner
Kleinwort Wasserstein need make no reference to any Placee and shall have no
liability to any Placee whatsoever in connection with any such exercise or
failure to do so.


Prospectus

The Prospectus has been published in connection with the Placing and Admission.
The Prospectus has been approved by the UK Listing Authority. Other than the
terms and conditions set out in this announcement, a Placee may only rely on the
information contained in the Prospectus in deciding whether or not to
participate in the Placing.

Registration and settlement

Settlement of transactions in the Shares following Admission will take place
within the CREST system. Placees will receive any shares placed with them in
uncertificated form by registration to their CREST member account.

Placees to whom Shares are allocated in the Placing will be sent a trade
confirmation.

Settlement will, unless otherwise agreed, be on a T+3 basis (being 3 days after
the date on which trade confirmations are despatched) and will be required to be
made within CREST.  It is expected that settlement will take place on 29 June
2006.

Time shall be of the essence as regards the obligations of placees to settle
payment for the Shares and to comply with their obligations under this Appendix.
Interest is chargeable daily on payments to the extent that value is received
after the due date at rate of 2.0 per cent. per annum above Barclays Bank plc's
rate from time to time.  If a Placee does not settle payment when due, Dresdner
Kleinwort Wasserstein may (as agent for such Placee) sell the Shares allocated
to such Placee and retain from the proceeds an amount equal to the Issue Price
payable plus any interest due. The relevant Placee will, however, remain liable,
inter alia, for any shortfall below the Issue Price and it may be required to
bear any stamp duty or stamp duty reserve tax (together with any interest or
penalties) which may arise upon the sale of such Placing Shares.

Dresdner Kleinwort Wasserstein reserves the right to settle allocations in
certificated form if for any reason it wishes to do so.

By participating in the Placing, each Placee represents, warrants, acknowledges
and agrees that:
     
(i)   no reliance is placed on any information in relation to the
Company, the Placing or in relation to the Shares other than that contained in
the Prospectus and that none of the Company, its Directors and Dresdner
Kleinwort Wasserstein or any person acting on behalf of them shall have any
liability for any such information or representation, provided that nothing in
this paragraph shall exclude the liability of any person for any fraudulent
misrepresentation made by that person;

(ii)  it has read the Prospectus in its entirety and acknowledges
that its participation in the Placing will be governed by the terms of the
Prospectus;

(iii) in connection with the Placee's placing participation, the
Placee has observed the laws of all requisite territories, obtained any
requisite governmental or national consents, complied with all relevant
formalities and paid any issue, transfer or other taxes due in connection with
its participation in any territory and that it has not taken any action which
will or may result in the Company or Dresdner Kleinwort Wasserstein being in
breach of the legal and/or regulatory requirements of any territory in
connection with the Placing;

(iv)  the Placee is, or at the time the Shares are subscribed for
will be, the beneficial owner of such Shares and is not a resident of Canada,
Japan, the Republic of South Africa or Australia and the Placee is located
outside of Canada, Japan, the republic of South Africa and Australia and is not
a person located in the United States of America, its territories or
possessions, any state of the United States or the District of Columbia (the
"United States") or acting on a non-discretionary basis for a person in the
United States, and is acquiring the Shares in an offshore transaction under
Regulation S under the US Securities Act of 1933; (the "Securities Act");

(v)   if the Placee is in the UK, the Placee has complied with its
obligations in connection with money laundering under Proceeds of Crime Act
2002, the Anti-Terrorism Crime and Security Act 2000 (as amended) and the Money
Laundering Regulations 2003 (the "Regulations") and, if it is making a payment
on behalf of a third party, the Placee is an authorised institution bound by
such regulations and satisfactory evidence has been obtained and recorded by the
Placee to identify the identity of such third party as required by such
Regulations;

(vi)   the Placee has only communicated or caused to be communicated
and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of Section 21 of
Financial Services and Markets Act 2000 ("FSMA") relating to the Shares in
circumstances in which Section 21(1) of FSMA does not require approval of the
communication by an authorised person;

(vii)  the Placee has  complied and will comply with all applicable
provisions of FSMA with respect to anything done by the Placee in relation to
the Placing in, from or otherwise involving the United Kingdom;

(viii) the Placee irrevocably appoints any director of Dresdner
Kleinwort Wasserstein as its agent for the purposes of executing and delivering
to the Company and/or its registrars any documents on its behalf necessary to
enable it to be registered as the holder of any of the Shares agreed to be taken
up by it under the Placing;

(ix)  by subscribing for Shares in the Placing, each Placee agrees
that the waiver by Dresdner Kleinwort Wasserstein of any condition of the
Placing Agreement or the extension of the time for fulfilment of any of its
conditions or the exercise or otherwise of the right to terminate the Placing
Agreement shall be within Dresdner Kleinwort Wasserstein's absolute discretion
and that neither Dresdner Kleinwort Wasserstein nor the Company shall have any
liability to any Placee whatsoever in connection with any decision to waive such
condition or extend the time for satisfaction of any such condition or the
decision as to the exercise or otherwise the right to terminate the Placing
Agreement;

(x)    the Placee has all necessary consents and authorities to
enable it to give its commitment to this participation and to perform its
obligations in relation thereto;

(xi)   the person whom the Placee specifies for registration as
holder of the Shares will be (i) the Placee or (ii) a nominee of the Placee, as
the case may be. Neither Dresdner Kleinwort Wasserstein nor the Company will be
responsible for any liability to stamp duty or stamp duty reserve tax resulting
from a failure to observe this requirement. Each Placee and any person acting on
behalf of the Placee agrees to subscribe on the basis that the Placing will be
allotted to the CREST stock account of Dresdner Kleinwort Wasserstein who will
hold them as nominee on behalf of the Placee until settlement in accordance with
its standing settlement instructions;

(xii)  Dresdner Kleinwort Wasserstein is not making any
recommendation to the Placee or advising the Placee regarding the suitability or
merits of participation in the Placing or any transaction it may enter into in
connection with the Placing or otherwise. In addition, Dresdner Kleinwort
Wasserstein is not acting for the Placee, nor will be responsible to the Placee
for providing the protections afforded to their customers or for advising it on
the Placing or the Prospectus;

(xiii) it has read and understands this announcement;

(xiv)  the Shares will be issued subject to the terms and conditions of
this Appendix and otherwise as stated in the Prospectus; and

(xv)   this Appendix and all documents and agreements into which this
Appendix is incorporated by reference or otherwise validly forms a part will be
governed by and construed in accordance with English law.


The Company, HSBC Management (Guernsey) Limited, HSBC Republic Investments
Limited and Dresdner Kleinwort Wasserstein will rely upon the truth and accuracy
of the foregoing representations, warranties and acknowledgements.Dresdner
Kleinwort Wasserstein, which is authorised and regulated by the Financial
Services Authority, is acting for the Company and no one else in connection with
the Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Dresdner Kleinwort
Wasserstein or for affording advice in relation to the Placing.


END






                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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