TIDM63AS
RNS Number : 3554G
HSBC Bank plc
14 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.
14 November 2022
HSBC BANK PLC
ANNOUNCES PRICING TERMS IN RELATION TO ITS INVITATION TO
PURCHASE NOTES FOR CASH
On 7 November 2022, HSBC Bank plc (the " Issuer " ) launched an
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 are 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 below and more fully described in the Tender
Offer Memorandum and, where applicable, the related notice of
guaranteed delivery. Copies of the Tender Offer Memorandum are
(subject to offer and distribution restrictions) available from the
Tender Agent as set out below. Capitalised terms used and not
otherwise defined in this announcement have the meanings given in
the Tender Offer Memorandum.
The Issuer today announces that, on the terms and subject to the
conditions set out in the Tender Offer Memorandum, the Offer Yield
and Purchase Price for each Series is as set forth in the table
below, as calculated at 10:00 a.m. (New York City time) on the date
hereof in accordance with the Tender Offer Memorandum.
Aggregate
Principal Benchmark Offer
Description Call Maturity Amount Reference Yield Fixed Purchase
of Notes ISIN CUSIP Date Date Outstanding Security [1] Spread Price
--------------- ------------- ---------- --------- ---------- ------------ --------------- ------ ------- ---------
GBP XS0088317853 N/A N/A 7 July GBP UKT 0.75 4.072 95 GBP
300,000,000 2023 300,000,000 per cent. per bps 1,014.72
6.500 per due July cent.
cent. 2023
subordinated (GB00BF0HZ991)
notes due July
2023 (the
"July
2023 Notes")
([2])
USD US597433AC57 597433AC5 N/A 1 May USD UST 4.250 6.222 195 USD
300,000,000 2025 300,000,000 per cent. per bps 1,032.01
7.650 per due October cent.
cent. 2025
subordinated (US91282CFP14)
notes due May
2025 (the "May
2025 Notes")
([3])
GBP XS0204377310 N/A 4 4 GBP UKT 2.00 5.503 235 GBP
350,000,000 November November 350,000,000 per cent. per bps 996.54
5.375 per 2025 2030 due September cent.
cent. 2025
subordinated (GB00BTHH2R79)
notes due
November
2030 (the
"November
2030 Notes")
GBP XS0174470764 N/A N/A 22 August GBP UKT 0.875 5.887 235 GBP
500,000,000 2033 500,000,000 per cent. per bps 959.73
5.375 per due July cent.
cent. 2033
subordinated (GB00BM8Z2S21)
notes due
August
2033 (the
"August
2033 Notes")
GBP XS0120514335 N/A N/A 30 GBP UKT 1.25 5.783 210 GBP
225,000,000 January 225,000,000 per cent. per bps 1,051.41
6.250 per 2041 due October cent.
cent. 2041
subordinated (GB00BJQWYH73)
notes due
January
2041 (the
"January
2041 Notes")
GBP XS0247840969 N/A N/A 24 March GBP UKT 0.875 5.688 205 GBP
600,000,000 2046 600,000,000 per cent. per bps 880.15
4.750 per due January cent.
cent. 2046
subordinated (GB00BNNGP775)
notes due
March
2046 (the
"March
2046 Notes")
Upon the terms and subject to the conditions set forth in the
Tender Offer Memorandum, Noteholders who validly tender and whose
Notes are accepted for purchase by the Issuer, will receive the
relevant Purchase Price for each GBP 1,000 or USD 1,000, as
applicable, in principal amount of such Notes (subject to the
Minimum Authorised Denomination as applicable), as specified in the
table above, which will be payable in cash by the Issuer on the
Settlement Date.
In respect of any Notes accepted for purchase, the Issuer will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from (and including) the interest payment date for
such Notes immediately preceding the Settlement Date to (but
excluding) the Settlement Date (such amount in respect of a Series,
the "Accrued Interest Payment").
The Issuer reserves the right, in its sole and absolute
discretion, not to accept any Tender Instructions, not to purchase
Notes or to extend, re-open, withdraw or terminate the Offers and
to amend or waive any of the terms and conditions of the Offers in
any manner, subject to applicable laws and regulations.
Tenders of Notes for purchase must be made to the Issuer in
accordance with the procedures set out in the Tender Offer
Memorandum. The Issuer intends to announce, inter alia, its
decision of whether to accept valid tenders of Notes for purchase
pursuant to the Offers in an announcement expected to be made on 15
November 2022.
THE OFFERS WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON 14
NOVEMBER 2022 (THE "EXPIRATION DEADLINE") UNLESS EXTED, RE-OPENED,
WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER. TER
INSTRUCTIONS MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DEADLINE BUT TER INSTRUCTIONS WILL THEREAFTER BE
IRREVOCABLE, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE
ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW.
The Settlement Date is expected to be 17 November 2022 (subject
to the right of the Issuer to extend, re-open, amend and/or
terminate any Offer).
The Issuer reserves the right, in its sole and absolute
discretion, to extend, re-open, withdraw or terminate the Offers
and to amend or waive any of the terms and conditions of the Offers
at any time, as described in the Tender Offer Memorandum under the
heading "Amendment and Termination". Details of any such extension,
re-opening, withdrawal, termination, amendment or waiver will be
notified to the Noteholders as soon as possible after such
decision.
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.
Noteholders are advised to check with any intermediary through
which they hold Notes when such intermediary would require to
receive Tender Instructions from a Noteholder in order for that
Noteholder to be able to participate in, or withdraw their Tender
Instruction to participate in, the Offers before the deadlines
specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission of
Tender Instructions will be earlier than the relevant deadlines
specified in the Tender Offer Memorandum. See the section titled
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum.
For Further Information:
A complete description of the terms and conditions of the Offers
is set out in the Tender Offer Memorandum. Further details about
the transaction can be obtained from:
The Dealer Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone (London): +44 (0) 20 7992 6237
Telephone (US Collect): +1 (212) 525-5552
Telephone (US Toll Free): +1 (888) HSBC-4LM
Attention: Liability Management
Email: liability.management@hsbcib.com
The Tender Agent
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Telephone:
Banks and Brokers call: + (212) 430 3774
All others call toll free: + (855) 654 2014
Attention: Corporate Actions
Email: contact@gbsc-usa.com
W ebsite: https://www.gbsc-usa.com/hsbctender/
A copy of the Tender Offer Memorandum is available to eligible
persons upon request from the Tender Agent.
DISCLAIMER
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 before any decision is
made with respect to the Offers. 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. Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to
participate in the Offers. None of the Issuer, the Dealer Manager,
the Tender Agent or their respective directors, employees or
affiliates makes any recommendation as to whether Noteholders
should tender Notes for purchase pursuant to the Offers or refrain
from doing so.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any
other materials relating to the Offers constitutes an invitation to
participate in the Offers in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or
for there to be such participation under applicable securities
laws. The distribution of the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement, the Tender Offer Memorandum or any
other materials relating to the Offers comes are required by each
of the Issuer, the Dealer Manager and the Tender Agent to inform
themselves about and to observe any such restrictions.
General . Neither this announcement, the Tender Offer Memorandum
nor the electronic transmission thereof constitutes an offer to buy
or the solicitation of an offer to sell Notes (and tenders of Notes
for purchase pursuant to the Offers will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and the Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by the Dealer
Manager or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
Each Noteholder participating in an Offer will be deemed to give
certain representations as set out in the section titled
"Procedures for Participating in the Offers" in the Tender Offer
Memorandum in respect of the United Kingdom, Italy, Belgium, France
and generally. Any tender of Notes for purchase pursuant to the
Offers from a Noteholder that is unable to make these
representations will not be accepted.
Each of the Issuer, the Dealer Manager and the Tender Agent
reserves the right, in its sole and absolute discretion, to
investigate, in relation to any tender of Notes for purchase
pursuant to an Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and
as a result the Issuer determines (for any reason) that such
representation is not correct, such tender or submission may be
rejected.
United Kingdom . The communication of this announcement, the
Tender Offer Memorandum 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 authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made 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, as amended (the "Financial Promotion Order")) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France . The Offers are not being made, directly or indirectly,
in the Republic of France ("France") other than to qualified
investors (investisseurs qualifiés) as referred to in Article
L.411-2 1deg of the French Code monétaire et financier and defined
in Article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"). Neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Offers have been or shall be distributed in France other than
to qualified investors (investisseurs qualifiés) and only qualified
investors (investisseurs qualifiés) are eligible to participate in
the Offers. This announcement, the Tender Offer Memorandum and any
other document or material relating to the Offers have not been and
will not be submitted for clearance to nor approved by the Autorité
des marchés financiers.
Belgium. None of this announcement, the Tender Offer Memorandum
nor any other documents or materials relating to the Offers have
been submitted to or will be submitted for approval or recognition
to the Belgian 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 none of this announcement, the Tender Offer
Memorandum 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" within the meaning of Article
2(e) of the EU Prospectus Regulation and (ii) in any circumstances
set out in Article 6, --4 of the Belgian Takeover Law. This
announcement and the Tender Offer Memorandum have 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 announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
Italy . None of the Offers, the Tender Offer Memorandum or any
other documents or materials relating to the Offers have been or
will be submitted to the clearance procedure of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"). 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. Noteholders, or beneficial
owners of the Notes that are located in the Republic of Italy, can
tender some or all of their Notes pursuant to the Offers through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in 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 or the Offers.
ends/all
[1] Expressed on an annual basis for the GBP Notes and on a
semi-annual basis for the USD Notes.
[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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END
TENBKQBNABDDQDD
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