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
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM,
AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY
STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA)
(THE 'UNITED STATES') OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
DOCUMENT.
9 November 2020
HSBC HOLDINGS PLC
ANNOUNCES INDICATIVE MAXIMUM ACCEPTANCE AMOUNT IN RELATION TO ITS
INVITATION TO PURCHASE NOTES FOR CASH
Further to the announcement dated 6 November 2020 in relation to
the invitation of HSBC Holdings plc (the 'Issuer') to holders of (a)
the EUR2,000,000,000 1.50 per cent Notes due March 2022 (ISIN:
XS1379182006) (of which EUR2,000,000,000 is currently
outstanding); (b) the EUR1,500,000,000 Floating Rate Notes due
September 2022 (ISIN: XS1586214956) (of which EUR1,500,000,000
is currently outstanding) and/or; (c) the EUR1,500,000,000
Floating Rate Notes due October 2023 (ISIN: XS1681855539) (of
which EUR1,500,000,000 is currently outstanding) (each
a 'Series' and together, the 'Notes'), to tender such Notes for purchase by the
Issuer for cash, the Issuer hereby announces that the Maximum
Acceptance Amount is currently expected to be approximately
EUR1,000,000,000.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the tender offer memorandum
prepared by the Issuer dated 6 November 2020 (the
'Tender
Offer Memorandum').
FURTHER INFORMATION
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the conditions of
and procedures for participating in the Offers.
The Maximum Acceptance Amount set out in this announcement is
indicative and the Issuer reserves the right, in its sole
discretion, to allocate an amount for the purchase of the Notes
that is higher or lower than this amount.
The Issuer is not under any obligation to accept for purchase any
Notes tendered pursuant to the Offers. The acceptance for purchase
by the Issuer of Notes tendered pursuant to the Offers is at the
sole discretion of the Issuer and tenders may be rejected by the
Issuer for any reason.
A complete description of the terms and conditions of the Offers is
set out in the Tender Offer Memorandum. Any questions or requests
for assistance in connection with: (i) the Offers, may be directed
to the Dealer Manager; and (ii) the delivery of Tender Instructions
or requests for additional copies of the Tender Offer Memorandum or
related documents, which may be obtained free of charge, may be
directed to the Tender Agent, the contact details for each of which
are set out below.
Dealer Manager
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 (0) 20 7992 6237
Attention: Liability Management
Tender Agent
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: +44 (0) 20 7704 0880
Attention: Arlind Bytyqi
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 Offer. 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, from its stockbroker, bank manager, solicitor,
accountant or other independent financial 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 Offer.
None of the Issuer, the Dealer Manager or the Tender Agent, or any
person who controls, or is a director, officer, employee or agent
of such persons or any affiliate of such persons, makes any
recommendation as to whether Noteholders should participate in the
Offer.
Offer and Distribution Restrictions
None of this announcement, the Tender Offer Memorandum or any other
materials relating to the Offer constitutes an invitation to
participate in the Offer 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 the Tender Offer Memorandum 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.
In addition to the representations referred to above in respect of
the United States, each Noteholder participating in an Offer will
be deemed to give certain other representations as set out in
'Procedures
for Participating in the Offers' in respect of the other jurisdictions referred
to above and generally as set out in 'Procedures for Participating
in the Offers'. 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 States. The Offers
are not being made and will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United
States. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. Accordingly, copies
of the this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offers are not being, and
must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States and the Notes cannot be tendered in the Offers by any
such use, means, instrumentality or facility or from or within or
by persons located or resident in the United States. Any
purported tender of Notes in the Offers resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes made by a person located in the
United States, or by any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted. This announcement is not an offer of
securities for sale in the United States or to U.S. Persons (as
defined in Regulation S of the United States Securities Act of
1933, as amended). Securities may not be offered or sold in the
United States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States, and may not be offered, sold or delivered, directly
or indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons. Each Noteholder participating in an Offer
will represent that it is not located in the United States and is
not participating in such Offer from the United States, or it is
acting on a non-discretionary basis for a principal located outside
the United States that is not giving an order to participate in
such Offer from the United States. For the purposes of this and the
above paragraph, 'United
States' means the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
United Kingdom. The
communication of this announcement, 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 defined in
Article 2(e) of Regulation (EU) 2017/1129. 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.
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 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.
Investor enquiries to:
Media enquiries to:
Note to editors:
HSBC Holdings plc
HSBC serves customers worldwide from offices in 64 countries and
territories in its geographical regions: Europe, Asia, North
America, Latin America, and Middle East and North Africa. With
assets of US$2,956bn at 30 September 2020, 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.
|
HSBC
Holdings plc
|
|
|
|
|
|
By:
|
|
|
Name:
Aileen Taylor
|
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
|
|
Date:
09 November 2020
|