LONDON, May 8, 2024
/PRNewswire/ -- HSBC Holdings plc (the 'Company',
'we' or 'us') has announced the anticipated launch of
four separate offers to purchase for cash any and all of the
outstanding series of notes listed in the table below. The launch
of the Offers (as defined below) is expected to be at or around
10:00 a.m. (New York City time) on May 8, 2024 (the 'Launch Date'). The Offer
Documents will be available from 10:00
a.m. (New York City time)
on the Launch Date at the following link:
https://www.gbsc-usa.com/hsbc/.
We refer to the outstanding notes listed in the table below
collectively as the 'Notes' and separately as a
'series' of Notes. We refer to each offer to purchase a
series of Notes as an 'Offer', and collectively as the
'Offers'. The Offers are made upon the terms and subject to
the conditions set forth in the Offer to Purchase dated
May 8, 2024, relating to the Notes
(the 'Offer to Purchase') and the related notice of
guaranteed delivery (the 'Notice of Guaranteed Delivery',
and together with the Offer to Purchase, the 'Offer
Documents'). As of the date of the Offer to Purchase, the
aggregate outstanding principal amount of Notes subject to the
Offers is $10,000,000,000. References
to '$' are to U.S. dollars.
Acceptance
Priority
Level(1)
|
Title of
Notes
|
CUSIP
|
Maturity
Date
|
First Optional
Redemption
Date(2)
|
Principal
Amount
Outstanding
|
Reference
Security
|
Fixed
Spread
|
1
|
3.900% Senior
Unsecured Notes due
2026 (the 'May 2026
Notes')
|
404280BB4
|
May 25, 2026
|
N/A
|
$2,500,000,000
|
UST4.875% due
April 30, 2026
(ISIN
US91282CKK61)
|
+20 basis
points
('bps')
|
2
|
4.300% Senior
Unsecured Notes due
2026
(the 'March 2026
Notes')
|
404280AW9
|
March 8,
2026
|
N/A
|
$3,000,000,000
|
UST4.875% due
April 30, 2026
(ISIN
US91282CKK61)
|
+20
bps
|
3
|
1.589% Fixed
Rate/Floating Rate
Senior Unsecured Notes
due 2027
(the 'May 2027
Notes')
|
404280CM9
|
May 24, 2027
|
May 24, 2026
|
$2,000,000,000
|
UST4.875% due
April 30, 2026
(ISIN
US91282CKK61)
|
+45
bps
|
4
|
2.251% Fixed
Rate/Floating Rate
Senior Unsecured Notes
due 2027
(the 'November
2027
Notes')
|
404280CX5
|
November 22,
2027
|
November 22,
2026
|
$2,500,000,000
|
UST4.875% due
April 30,
2026 (ISIN
US91282CKK61)
|
+45
bps
|
|
(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
Maximum Tender Amount Condition and the New Issue Condition (each
as defined below). It is possible that the Maximum Tender Amount
Condition might not be met with respect to any series of Notes with
an Acceptance Priority Level greater than 1, 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) For each series of
Notes in respect of which a First Optional Redemption Date is
indicated, the calculation of the applicable Consideration (as
defined below) will be performed assuming repayment of the
principal on such First Optional Redemption Date for such series of
Notes, excluding scheduled interest payments after such
date.
|
The Offers are being undertaken to proactively manage the
Company's outstanding debt portfolio.
Each Offer will expire at 5:00
p.m. (New York City time)
on May 14, 2024, 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 5:00 p.m. (New York
City time) on May 14, 2024
(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. We expect the Settlement Date to
occur on May 17, 2024, unless
extended or earlier terminated in respect of an Offer by the
Company in its sole discretion (such date and time 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
5:00 p.m. (New York City time) on May 16, 2024 (such date and time with respect to
an Offer, as the same may be extended, the 'Guaranteed Delivery
Date') pursuant to the Guaranteed Delivery Procedures (as
defined in the Offer to Purchase), and whose Notes are accepted for
purchase by us, will receive consideration for each $1,000 principal amount of each series of Notes,
which will be payable in cash on the Settlement Date as described
below (the 'Consideration').
The Consideration applicable to each series of Notes validly
tendered and accepted by us pursuant to the Offers will be
calculated at or around 11:00 a.m.
(New York City Time) on May 14, 2024
(such date and time with respect to an Offer, as the same may be
extended by the Company in its sole discretion, the 'Price
Determination Date'), in accordance with the formula set forth
in the Offer to Purchase and with standard market practice, using
the applicable 'Offer Yield', which will be equal to the sum
of:
|
|
a)
|
the applicable
'Reference Yield', as determined by the Dealer Manager, that
corresponds to the bid-side yield of the Reference Security
specified in the table above for such series of Notes appearing on
the Price Determination Date, such yield being directly quoted on
the Bloomberg Reference Page (as defined below) and being rounded
to the nearest 0.001 per cent. (with 0.0005 per cent. being rounded
up), plus
|
|
|
b)
|
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 Notes accepted by us will equal:
(i)
|
the present value on
the Settlement Date of $1,000 principal amount of such Notes due
on, in the case of the May 2026 Notes and the March 2026 Notes, the
maturity date (as specified in the table above) of such Notes and
in the case of the May 2027 Notes and the November 2027 Notes, the
First Optional Redemption Date (as specified in the table above) of
such Notes, and all scheduled interest payments on such $1,000
principal amount of such Notes to be made from (but excluding) the
Settlement Date up to and including such maturity date or First
Optional Redemption Date, as the case may be, 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 Notes;
|
such total amount being rounded to the nearest cent per
$1,000 principal amount of such
Notes, and the above calculation being made in accordance with
standard market practice as described by the formula set forth in
the Offer to Purchase.
The 'Bloomberg Reference Page' means the page on
Bloomberg from which the Dealer Manager will observe the bid-side
yield of the Reference Security for each series of Notes, which is
expected to be PX1 (or any other recognized quotation source
selected by us in consultation with the Dealer Manager if such
quotation source is not available or manifestly erroneous).
As soon as reasonably practicable after the Price Determination
Date, the Company will issue a press release specifying the
Consideration for each series of Notes validly tendered and
accepted.
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.
It is expected that the Offers will be financed with cash on
hand.
On the date of the Offer to Purchase, the Company expects to
launch a proposed new issuance (the 'Proposed Issuance') of
senior unsecured debt securities in two series (the 'New
Notes') which are not subject to the Offers. No assurance can
be given that the Proposed Issuance will be completed.
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 'Maximum Tender Amount
Condition', meaning that 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
4 being the lowest Acceptance Priority Level), other than Excluded
Notes (as defined below), does not exceed $5,000,000,000 (the 'Maximum Tender
Amount'). Our obligation to complete the Offers is also
conditioned on the successful completion, on terms and conditions
satisfactory to us in our sole discretion, of the Proposed Issuance
(the 'New Issue Condition').
Notwithstanding any other provision in the Offer to Purchase to
the contrary, if the Maximum Tender Amount 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 Maximum Tender Amount
Condition is satisfied, meaning the Maximum Tender 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 Maximum Tender Amount
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 Maximum
Tender Amount Condition is met.
It is possible that any series of Notes with an Acceptance
Priority Level greater than 1 will fail to meet the Maximum Tender
Amount 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 our sole discretion, subject to applicable law. If
any of the conditions are not satisfied at the Expiration Time with
respect to an Offer, we may, in our 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.
We will, in connection with the allocation of the New Notes in
the Proposed Issuance, consider among other factors whether or not
the relevant investor seeking an allocation of the New Notes has,
prior to such allocation, validly tendered or given a firm
intention to us or the Dealer Manager that they intend to tender
their Notes pursuant to the Offers and, if so, the aggregate
principal amount of Notes tendered or intended to be tendered by
such investor.
Therefore, a holder who wishes to subscribe for New Notes in
addition to tendering its Notes for purchase pursuant to the Offers
may be eligible to receive, at the sole and absolute discretion of
the Company, priority in the allocation of the New Notes, subject
to the issue of the New Notes and such holder also making a
separate application for the purchase of such New Notes to the
managing bookrunner of the issue of the New Notes in accordance
with the standard new issue procedures of such bookrunner. However,
we are not obliged to allocate the New Notes to a holder who has
validly tendered or indicated a firm intention to tender Notes
pursuant to the Offers and, if New Notes are allocated, the
principal amount thereof may be less or more than the principal
amount of Notes tendered by such holder and accepted by us pursuant
to the Offers.
All Notes accepted in the Offers will be cancelled and retired,
and will no longer remain outstanding obligations of the Company.
Holders of Notes are advised to read carefully the Offer to
Purchase, including the 'Risk Factors' section, 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 will act 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 +1 (855) 654-2014 (toll free) or +1 (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 is 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 (the
'FSMA'). Accordingly, this communication and such documents
and/or materials are not being distributed to the general public in
the United Kingdom. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21 of the FSMA on
the basis that it is only directed at and may be communicated to
(1) those persons who are existing members or creditors of HSBC
Holdings or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
Belgium. Neither this
communication nor any other documents or materials relating to the
Offers have been or will be notified to, and neither this
communication nor any other documents or materials relating to the
Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority ('Autorité des services et
marches financiers / Autoriteit financiële diensten en
markten'). The Offers may therefore not be made in
Belgium by way of a public
takeover bid (openbaar overnamebod/offer publique
d'acquisition), as defined in Article 3 of the Belgian law of
1 April 2007 on public takeover bids,
as amended (the 'Belgian Takeover Law'), save in those
circumstances where a private placement exemption is available.
The Offers are conducted exclusively under applicable private
placement exemptions. The Offers may therefore not be advertised
and the Offers will not be extended, and neither this communication
nor any other documents or materials relating to the Offers have
been or will be distributed or made available, directly or
indirectly, to any person in Belgium other than (i) to 'qualified
investors' within the meaning of Article 2(e) of Regulation (EU)
2017/1129 and (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 the Republic of 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. The contents
of this communication have not been reviewed by any regulatory
authority in Hong Kong. Holders of
Notes should exercise caution in relation to the Offers. If a
holder of the Notes is in any doubt about any of the contents of
this communication, such holder should obtain independent
professional advice. The Offers have not been made and will not be
made in Hong Kong, by means of any
document, other than (i) to 'professional investors' as defined in
the Securities and Futures Ordinance (Cap. 571) of the laws of
Hong Kong (the 'SFO') and
any rules made under that ordinance, or (ii) in other circumstances
which do not result in the document being a 'prospectus' as defined
in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of the laws of Hong
Kong or which do not constitute an offer to the public
within the meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will issue or have in its possession for the
purposes of issue (in each case whether in Hong Kong or elsewhere), any advertisement,
invitation or document relating to the Offers, 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 made only
to persons outside Hong Kong or
only to 'professional investors' as defined in the SFO and any
rules made thereunder. This communication and the information
contained herein may not be used other than by the person to whom
it is addressed and may not be reproduced in any form or
transferred to any person in Hong
Kong. The Offers are not intended to be made to the public
in Hong Kong and it is not the
intention of HSBC Holdings that the Offers be made to the public in
Hong Kong.
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 Dealer Manager in that jurisdiction.
France. This
communication and any other offering material relating to the
Offers may not be distributed in the Republic of France except to qualified investors as
defined in Article 2(e) of Regulation (EU) 2017/1129.
.....
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', 'seek', '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 the 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.
ends/more
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825
investorrelations@hsbc.com
Media enquiries to:
Press
Office
+44 (0) 20 7991
8096
pressoffice@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 62 countries and territories. With assets of
US$3,001bn at 31 March 2024, HSBC is one of the world's largest
banking and financial services organisations.
ends/all
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SOURCE HSBC Holdings plc