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 May
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-
).
HSBC HOLDINGS PLC ANNOUNCES TOTAL AVAILABLE AMOUNT FOR TENDER
OFFERS
On May 28, 2020, HSBC Holdings plc (the "Company," "we" or "us") announced the launch of five separate offers to
purchase for cash any and all of the outstanding series of notes
listed in the table below. 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."
Acceptance Priority Level(1)
|
Title of Notes
|
CUSIP
|
Maturity
Date
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Principal Amount Outstanding
|
Reference Security
|
Fixed Spread
|
Fixed Price(2)
|
1
|
3.400%
Senior Unsecured Notes due 2021
|
404280AV1
|
March
8, 2021
|
$3,000,000,000
|
UST
1.125% due 28 February 2021 (US912828P873)
|
+25
basis points ("bps")
|
N/A
|
2
|
5.100%
Senior Unsecured Notes due 2021
|
404280AK5
|
April
5, 2021
|
$2,500,000,000
|
UST
1.250% due 31 March 2021 (US912828Q376)
|
+25
bps
|
N/A
|
3
|
2.950%
Senior Unsecured Notes due 2021
|
404280AY5
|
May 25,
2021
|
$2,500,000,000
|
UST
2.625% due 15 May 2021 (US9128284P22)
|
+30
bps
|
N/A
|
4
|
Floating
Rate Senior Unsecured Notes due 2021
|
404280AX7
|
March
8, 2021
|
$1,000,000,000
|
N/A
|
N/A
|
$1,013.93
|
5
|
Floating
Rate Senior Unsecured Notes due 2021
|
404280AZ2
|
May 25,
2021
|
$1,000,000,000
|
N/A
|
N/A
|
$1,012.29
|
(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 Financing Condition (as defined in the
Offer to Purchase). It is possible that the
Financing Condition might not be met with respect to any series of
Notes with any Acceptance Priority Level, 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.
(2) Per $1,000 principal amount.
The Offers are made upon the terms and subject to the conditions
set forth in the Offer to Purchase dated May 28, 2020 relating to
the Notes (the "Offer to
Purchase") and
the related notice of guaranteed delivery (together with the Offer
to Purchase, the "Offer
Documents"),
including the Financing Condition (as
defined in the Offer Documents). Each Offer will expire at 5:00
p.m. (New York City time) on June 4, 2020, unless extended or
earlier terminated by the Company in its sole discretion. The
Offer Documents are available at the following
link: https://www.gbsc-usa.com/hsbc/.
The Company announces that on May 28, 2020 it priced a new issuance
of (i) $2,000,000,000 2.099% Fixed Rate/Floating Rate Senior
Unsecured Notes due 2026 and (ii) $1,500,000,000 2.848% Fixed
Rate/Floating Rate Senior Unsecured Notes due 2031 (together, the
"New
Notes"), in an aggregate
principal amount of $3,500,000,000. Therefore the Total
Available Amount (as defined in the Offer Documents) for purposes
of the Financing Condition is $3,500,000,000. Application
will be made to list the New Notes on the New York Stock
Exchange
Holders of Notes are advised to read carefully the Offer to
Purchase 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 (866) 470-4300 (toll free) or (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.
.....
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 are 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.
Accordingly, this communication and such documents and/or materials
are not being distributed to, and must not be passed on to, persons
in the United Kingdom other than (i) 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 (the "Financial
Promotion Order")), (ii) to
those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of HSBC
Holdings, (iii) to those persons who are outside the United
Kingdom, or (iv) to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "Relevant
Persons") and the transactions
contemplated by the Offer to Purchase will be available only to,
and engaged in only with, Relevant Persons. Any person who is
not a Relevant Person should not act on or rely on this
communication or any of its contents.
Belgium. Neither this
communication nor any other documents or materials relating to the
Offers have been submitted to or will be submitted for approval or
recognition to the 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 neither this
communication 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" in the sense of Article 10 of the
Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, acting on their own account or (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 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. This
communication and any other documents or materials relating to the
Offers and/or the debt securities is not being made in Hong Kong,
by means of any document, other than (i) in circumstances
which do not constitute an offer to the public within the meaning
of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32, Laws of Hong Kong) (the "CWUMPO"), or (ii) to
"professional investors" as defined in the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) (the "SFO") and any rules
made thereunder, or (iii) in other circumstances which do not
result in the document being a "prospectus" as defined in the
CWUMPO.
No invitation, advertisement or document relating to the Offers
and/or the Notes has been or will be issued, or has been or will be
in the possession of any person for the purpose of issue (in each
case whether in Hong Kong or elsewhere), 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 disposed of only
to persons outside Hong Kong or only to "professional investors" as
defined in the SFO and any rules made thereunder.
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 company in that
jurisdiction.
.....
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," "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 our 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:
Media enquiries to:
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 64 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,918bn at 31 March
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
|
|
|
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Date:
29 May
2020
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