TIDM56UF TIDM69JE
RNS Number : 7929S
HSBC Bank plc
26 May 2009
HSBC BANK PLC ANNOUNCES AN OFFER TO PURCHASE NOTES ISSUED BY METRIX FUNDING NO.
1 PLC AND METRIX SECURITIES P.L.C. FOR CASH
NOT FOR DISTRIBUTION TO ANY ITALIAN PERSON OR TO ANY PERSON RESIDENT AND/OR
LOCATED IN THE REPUBLIC OF ITALY
HSBC Bank plc (the "Purchaser") hereby announces an invitation to holders of
certain Notes (as described below) issued by Metrix Funding No.1 PLC and Metrix
Securities P.L.C (the "Issuers") to tender their Notes for cash.
On the terms and subject to the conditions set out in an offer to purchase
memorandum dated 26 May 2009 (the "Offer to Purchase Memorandum"), the Purchaser
invites holders of any and all of the outstanding Notes (subject to certain
offer restrictions) to tender their Notes for purchase by the Purchaser at the
Purchase Price plus Accrued Interest (the "Offer"). The Offer by the Purchaser
to Noteholders constitutes a separate Offer with respect to each Series of
Notes.
In addition, each Purchase Price will be increased by a payment of GBP200 for
the Sterling Notes, EUR200 for the Euro Notes and U.S.$200 for the Dollar Notes
per GBP10,000, EUR10,000 or U.S.$10,000 principal amount, as applicable (each
Purchase Price so increased an "Early Tender Price"), for the relevant Notes of
each Noteholder that are validly tendered by 5.00 p.m. New York time on 8 June
2009 (the "Early Tender Deadline").
The Offer is made on the terms and subject to the conditions contained in the
Offer to Purchase Memorandum. Capitalised terms used in this announcement have
the meanings ascribed to them in the Offer to Purchase Memorandum.
+-------------+--------+--------------+--------------+----------+-------------+-------------+
|Description | Rule | Rule | ISIN |Maturity | Early | Purchase |
| of the | 144A | 144A | | Date | Tender | Price |
| Notes | CUSIP | ISIN | | | Price | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAF69 | XS0271734542 | 20 | GBP8,450 | GBP8,250 |
| Securities | AF 6 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | GBP10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class A1 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 591930 | US591930AF97 | XS0235174934 | 10 | GBP9,100 | GBP8,900 |
| Funding | AF 9 | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | GBP10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| A1 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAG43 | XS0271735358 | 20 | EUR8,450 | EUR8,250 |
| Securities | AG 4 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | EUR10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class A2 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 591930 | US591930AG70 | XS0235175584 | 10 | EUR9,100 | EUR8,900 |
| Funding | AG 7 | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | EUR10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| A2 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAA72 | XS0271735861 | 20 | U.S.$8,450 | U.S.$8,250 |
| Securities | AA 7 | | |November | per | per |
| P.L.C. | | | | 2018 |U.S.$10,000 |U.S.$10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class A3 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 591930 | US591930AA01 | XS0235175741 | 10 | U.S.$9,100 | U.S.$8,900 |
| Funding | AA 0 | | |February | per | per |
| No. 1 | | | | 2019 |U.S.$10,000 |U.S.$10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| A3 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAH26 | XS0271736083 | 20 | GBP6,450 | GBP6,250 |
| Securities | AH 2 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | GBP10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class B1 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235176046 | 10 | GBP8,339 | GBP8,139 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | GBP10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| B1 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAJ81 | XS0271736166 | 20 | EUR6,450 | EUR6,250 |
| Securities | AJ 8 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | EUR10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class B2 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235176392 | 10 | EUR8,339 | EUR8,139 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | EUR10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| B2 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAB55 | XS0271736240 | 20 | U.S.$6,450 | U.S.$6,250 |
| Securities | AB 5 | | |November | per | per |
| P.L.C. | | | | 2018 |U.S.$10,000 |U.S.$10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class B3 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 591930 | US591930AB83 | XS0235176475 | 10 | U.S.$8,339 | U.S.$8,139 |
| Funding | AB 8 | | |February | per | per |
| No. 1 | | | | 2019 |U.S.$10,000 |U.S.$10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| B3 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAK54 | XS0271736596 | 20 | GBP6,159 | GBP5,959 |
| Securities | AK 5 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | GBP10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class C1 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235176632 | 10 | GBP7,407 | GBP7,207 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | GBP10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| C1 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAL38 | XS0271736679 | 20 | EUR6,159 | EUR5,959 |
| Securities | AL 3 | | |November | per | per |
| P.L.C. | | | | 2018 | EUR10,000 | EUR10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class C2 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235176806 | 10 | EUR7,407 | EUR7,207 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | EUR10,000 | EUR10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| C2 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAC39 | XS0271736752 | 20 | U.S.$6,159 | U.S.$5,959 |
| Securities | AC 3 | | |November | per | per |
| P.L.C. | | | | 2018 |U.S.$10,000 |U.S.$10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class C3 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAM11 | XS0271736919 | 20 | GBP4,500 | GBP4,300 |
| Securities | AM 1 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | GBP10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class D1 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235177366 | 10 | GBP5,000 | GBP4,800 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | GBP10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| D1 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAN93 | XS0271737057 | 20 | EUR4,500per | EUR4,300 |
| Securities | AN 9 | | |November | EUR10,000 | per |
| P.L.C. | | | | 2018 | | EUR10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class D2 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235177796 | 10 | EUR5,000 | EUR4,800 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | EUR10,000 | EUR10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| D2 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAP42 | XS0271737214 | 20 | GBP2,500 | GBP2,300 |
| Securities | AP 4 | | |November | per | per |
| P.L.C. | | | | 2018 | GBP10,000 | GBP10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class E1 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235178091 | 10 | GBP3,000 | GBP2,800 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | GBP10,000 | GBP10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| E1 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
| due 2019 | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 59160X | US59160XAQ25 | XS0271737305 | 20 | EUR2,500 | EUR2,300 |
| Securities | AQ 2 | | |November | per | per |
| P.L.C. | | | | 2018 | EUR10,000 | EUR10,000 |
| Series | | | | | | |
| 2006-1 | | | | | | |
| Class E2 | | | | | | |
| Floating | | | | | | |
| Rate Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | N/A | N/A | XS0235178174 | 10 | EUR3,000 | EUR2,800 |
| Funding | | | |February | per | per |
| No. 1 | | | | 2019 | EUR10,000 | EUR10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| E2 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
| Metrix | 591930 | US591930AE23 | XS0235178414 | 10 | U.S.$3,000 | U.S.$2,800 |
| Funding | AE 2 | | |February | per | per |
| No. 1 | | | | 2019 |U.S.$10,000 |U.S.$10,000 |
| PLC | | | | | | |
| Class | | | | | | |
| E3 | | | | | | |
| Floating | | | | | | |
| Rate | | | | | | |
| Notes | | | | | | |
+-------------+--------+--------------+--------------+----------+-------------+-------------+
Summary of the Offer
The Purchaser invites holders of any and all of the outstanding Notes (subject
to offer restrictions) to submit tenders for the purchase of their Notes by the
Purchaser for cash.
The Offer begins on 26 May 2009 (the "Launch Date") and will expire at 5.00 p.m.
(New York time) on 22 June 2009 (the "Expiration Deadline"), unless the period
for the Offer is extended, re-opened or amended or the Offer is earlier
terminated, in each case as provided in the Offer to Purchase Memorandum.
The Purchaser proposes to accept for purchase all Notes tendered pursuant to the
Offer. Noteholders who validly tender after the Early Tender Deadline but on or
prior to the Expiration Deadline, and whose Notes are accepted for purchase by
the Purchaser, will receive the Purchase Price. Noteholders who validly tender
on or prior to the Early Tender Deadline, and whose Notes are accepted by the
Purchaser, will receive the Early Tender Price. The Purchaser reserves the
right, in its sole and absolute discretion, not to accept any tenders of the
Notes, not to purchase Notes of one Series, or to modify in any manner any of
the terms and conditions of the Offer (including, but not limited to, modifying
the Purchase Price and/or the Early Tender Price with respect to each
Series). The Purchase Price and the Early Tender Price in respect of Euro Notes
and Dollar Notes will be paid in EUR and U.S.$ respectively.
The settlement date for the Offer is expected to be 25 June 2009, the third
Business Day following the Expiration Deadline, or as soon as practicable
thereafter.
Participating in the Offer
To tender Notes in the Offer Noteholders should deliver, or arrange to have
delivered on their behalf, via the relevant Clearing System and in accordance
with the requirements of such Clearing System, a valid Tender Instruction that
is received by the Tender Agent by the Expiration Deadline or the Early Tender
Deadline, as the case may be.
Only Direct Participants may submit Tender Instructions. Each Noteholder that is
not a Direct Participant must arrange for the Direct Participant through which
it holds the relevant Notes to submit a Tender Instruction on its behalf to the
relevant Clearing System by the deadlines specified by such Clearing System.
Noteholders are advised to consult the Offer to Purchase Memorandum for a more
detailed description of the procedures for participating in the Offer.
Expected Transaction Timeline
+--------+-----------+----------------+--------------------------------------------------------+
| Date | Number | Event |
| | of | |
| | Business | |
| | Days | |
| | from and | |
| |including | |
| | Launch | |
+--------+-----------+----------------+
| 26 May | Day 1 | Launch |
| 2009 | | Date. |
| | | Offer |
| | | announced |
| | | via a |
| | | notice |
| | | published |
| | | in the |
| | | Notifying |
| | | News |
| | | Service. |
| | | Offer to |
| | | Purchase |
| | | Memorandum |
| | | available |
| | | (subject |
| | | to the |
| | | offer and |
| | | distribution |
| | | restrictions |
| | | set out in |
| | | "Offer and |
| | | Distribution |
| | | Restrictions") |
| | | from the |
| | | Tender Agent |
| | | and the Dealer |
| | | Manager. |
+--------+-----------+----------------+
| 8 June | Day 10 | Early |
| 2009 | | Tender |
| 5.00 | | Deadline. |
| p.m., | | Deadline |
| New | | for |
| York | | receipt |
| time | | of valid |
| | | Tender |
| | | Instructions |
| | | by the |
| | | Tender Agent |
| | | in order for |
| | | Noteholders |
| | | to be |
| | | eligible to |
| | | receive the |
| | | Early Tender |
| | | Price. |
+--------+-----------+----------------+
| 22 | Day 20 | Expiration Deadline. Tender Instructions to be received by the |
| June | | Tender Agent prior to the Expiration Deadline. |
| 2009 | | |
| 5.00 | | |
| p.m., | | |
| New | | |
| York | | |
| time | | |
+--------+-----------+-------------------------------------------------------------------------+
| 23 | Day 21 | Announcement date. Results of the Offer will be announced. |
| June | | |
| 2009 | | |
| at or | | |
| around | | |
| 9:00 | | |
| a.m., | | |
| New | | |
| York | | |
| time | | |
+--------+-----------+-------------------------------------------------------------------------+
| 25 | Day 23 | Settlement Date. Purchaser pays Purchase Price, or as the case |
| June | | may be, the Early Tender Price and Accrued Interest for any |
| 2009 | | Notes accepted for Purchase. |
+--------+-----------+----------------+--------------------------------------------------------+
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes whether such intermediary would
require to receive instructions to participate in, withdraw, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to
participate in, the Offer before the deadlines specified above. The deadlines
set by each Clearing System for the submission of Tender Instructions may be
earlier than the relevant deadlines above.
For further information:
A complete description of the terms and conditions of the Offer is set out in
the Offer to Purchase Memorandum. Further details about the transaction can be
obtained from:
The Dealer Manager:
HSBC Bank plc
Tel: +44 (0) 20 7991 5874 / +44 (0) 20 7991 1444
Attn: Liability Management Group (Andrew Montgomery/Jessie Zhu)
Email: liability.management@hsbcib.com
The Tender Agent
Lucid Issuer Services Limited
Telephone: +44 (0)20 7704 0880
Attention: Yves Theis/Lee Pellicci
Email: metrix@lucid-is.com
A copy of the Offer to Purchase Memorandum is available to eligible persons upon
request from the Tender Agent.
None of the Issuers, the Dealer Manager, the Tender Agent, or any of their
respective directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Offer, or any recommendation as to
whether Noteholders should tender Notes in the Offer. This announcement must be
read in conjunction with the Offer. No Offer to acquire any Notes is being made
pursuant to this notice. Any such Offer is only being made in the Offer to
Purchase Memorandum and any such acquisition or acceptance of the Offer should
be made solely on the basis of information contained therein. This announcement
and the Offer to Purchase Memorandum contain important information, which should
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 advice, including as to any tax consequences, from its stockbroker,
bank manager, solicitor, accountant or other independent adviser.
Jurisdictional Restrictions
General
This announcement and the Offer to Purchase Memorandum do not constitute an
offer to buy or a solicitation of an offer to sell any Notes, and tenders of
Notes in the Offer will not be accepted from Noteholder, in any jurisdiction in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities or other laws require the 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 such jurisdictions, the Offer shall be deemed to be made on behalf
of the Purchaser in such jurisdictions by the Dealer Manager or affiliates
(where it is so licensed), as the case may be and the Offer is not being made in
any such jurisdiction where the Dealer Manager or one of its affiliates is not
so licensed.
The distribution of the Offer to Purchase Memorandum in certain jurisdictions
may be restricted by law. Persons into whose possession the Offer to Purchase
Memorandum comes are required by the Purchaser, the Dealer Manager and the
Tender Agent to inform themselves about, and to observe, any such restrictions.
None of the Offer to Purchase Memorandum or any related document has been filed
with the U.S. Securities and Exchange Commission, nor has any such document been
filed with or reviewed by any U.S. State Securites Commission or the regulatory
authority of any country. No authority has passed upon the accuracy or adequacy
of the Offer to Purchase Memorandum or any related documents, and it is unlawful
and is a criminal offence in the United States to make any representation to the
contrary.
United Kingdom
The communication of this announcement, the Offer to Purchase Memorandum and any
other documents or materials relating to the Offer 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.
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, and are only
for circulation to persons outside the United Kingdom or to persons within 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 "Order")) or within Article 49(2)(a) to
(d) of the Order, or to other persons to whom it may lawfully be communicated in
accordance with the Order.
Italy
The Offer is not being made in the Republic of Italy ("Italy"). The Offer and
the Offer to Purchase Memorandum have not been submitted to the clearance
procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB)
pursuant to Italian laws and regulations. Accordingly, Noteholders are notified
that, to the extent Noteholders are located or resident in Italy, the Offer is
not available to them and they may not tender Notes in the Offer and, as such,
any instructions received from or on behalf of such persons shall be ineffective
and void, and neither this announcement, the Offer nor any other documents or
materials relating to the Offer or the Notes may be distributed or made
available in Italy.
France
The Offer is not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither this announcement, the Offer to Purchase
Memorandum nor any other documents or materials relating to the Offer have been
or will be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third
parties and/or (ii) qualified investors (investisseurs qualifiés), other than
individuals, all as defined in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are
eligible to participate in the Offer. Neither this announcement nor the Offer to
Purchase Memorandum have been and will not be submitted to or approved by the
Autorité des Marchés Financiers.
Ireland
The Offer to Purchase Memorandum will only be distributed in Ireland in
conformity with the provisions of the European Communities (Markets in Financial
Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation,
Regulations 7 and 152 thereof or any applicable provisions of Irish law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCGIGDUIDDGGCL
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