FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of November
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
12 November 2024
HSBC HOLDINGS PLC ANNOUNCES
TENDER OFFERS
FOR TWO SERIES OF NOTES
HSBC Holdings plc (the 'Company',
'we'
or 'us')
has announced the anticipated launch of two 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 November 12, 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 November 12, 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
$3,000,000,000. References to '$' are to U.S.
dollars.
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Title of Notes
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CUSIP
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Maturity
Date
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Principal Amount Outstanding
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Reference Security
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Fixed Spread
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Fixed Price(1)
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4.250% Subordinated Notes due 2025 (the '2025 Notes')
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404280AU3
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August 18, 2025
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$1,500,000,000
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N/A
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N/A
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$997.00
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4.375% Subordinated Notes due 2026(the '2026 Notes')
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404280BH1
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November 23, 2026
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$1,500,000,000
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UST 4.125% due October 31, 2026 (ISIN
US91282CLS88)
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+20
basis points
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N/A
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(1) Per $1,000 principal amount.
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
November 18, 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 November 18, 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 November 21, 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 Offer, and we may terminate,
modify or waive the conditions of either Offer without terminating,
modifying or waiving the conditions of the 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 November 20, 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 such
Notes, which will be payable in cash on the Settlement Date as
described below (the 'Consideration').
The Consideration applicable to the 2025 Notes validly tendered and
accepted by us pursuant to the Offer with respect to the 2025 Notes
will be the Fixed Price specified in the table above.
The Consideration applicable to the 2026 Notes validly tendered and
accepted by us pursuant to the Offer with respect to the 2026 Notes
will be calculated at or around 11:00 a.m. (New York City time) on
November 18, 2024 (such date and time, 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 'Offer Yield', which will be equal to the sum
of:
a) the '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 the 2026 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.
Accordingly, the Consideration payable by us for each $1,000
principal amount of the 2026 Notes accepted by us will
equal:
(i)
the present value on the Settlement Date of $1,000 principal amount
of the 2026 Notes due on the maturity date (as specified in the
table above) of the 2026 Notes and all scheduled interest payments
on such $1,000 principal amount of the 2026 Notes to be made from
(but excluding) the Settlement Date up to and including such
maturity date, discounted to the Settlement Date at a discount rate
equal to the Offer Yield, minus
(ii)
the Accrued Interest per $1,000 principal amount of the 2026
Notes;
such total amount being rounded to the nearest cent per $1,000
principal amount of the 2026 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 the 2026 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 the 2026 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.
On the date of the Offer to Purchase, the Company expects to launch
a proposed new issuance (the 'Proposed
Issuance') of one series of
subordinated unsecured debt securities (the 'New Notes') which are not subject to the Offers. No
assurance can be given that the Proposed Issuance will be
completed.
It is expected that the Offers will be financed with the proceeds
received from the Proposed Issuance and, to the extent required,
with cash on hand.
The Offers are subject to the terms and conditions described in the
Offer Documents. In particular, the Company's obligation to
complete the Offers is conditioned on the successful completion, on
terms and conditions satisfactory to us in our sole discretion, of
the Proposed Issuance (the 'New Issue
Condition').
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
[email protected].
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 the Dealer Manager, or such affiliate, on
behalf of the 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.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825 [email protected]
Media enquiries to:
Press
Office
+44 (0) 20 7991
8096 [email protected]
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 60
countries and territories. With assets of US$3,099bn at 30
September 2024, HSBC is one of the world's largest banking and
financial services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
12 November 2024
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