NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS ANNOUNCEMENT.
LONDON, Nov. 15,
2022 /PRNewswire/ -- HSBC Bank plc (the
"Issuer") announces today the results of its 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 were 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 in the Tender Offer Memorandum
and, where applicable, the related notice of guaranteed delivery.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Tender Offer
Memorandum.
The Offers expired at 5:00 p.m.
(New York City time) on
14 November 2022 (the "Expiration
Deadline").
The Issuer was advised by the Tender Agent that, as of the
Expiration Deadline, the aggregate principal amount of each Series
of Notes as specified in the table below were validly tendered and
not validly withdrawn. Settlement of the Offers and payment of
the Purchase Consideration and Accrued Interest Payments in respect
of the Notes accepted for purchase is expected to take place on the
17 November 2022 (the "Settlement
Date").
|
Description of
Notes
|
|
ISIN
|
|
CUSIP
|
|
Call
Date
|
|
Maturity
Date
|
|
Aggregate
Principal
Amount
Outstanding
|
|
Aggregate
Principal
Amount
Tendered1
|
|
Aggregate
Principal
Amount
Outstanding
After
Settlement
Date
|
|
GBP 300,000,000 6.500
per cent.
subordinated notes due July 2023
(the "July 2023 Notes")2
|
|
XS0088317853
|
|
N/A
|
|
N/A
|
|
7 July 2023
|
|
GBP
300,000,000
|
|
GBP
164,646,000
|
|
GBP
135,354,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD 300,000,000 7.650
per cent.
subordinated notes due May 2025
(the "May 2025 Notes")3
|
|
US597433AC57
|
|
597433AC5
|
|
N/A
|
|
1 May 2025
|
|
USD
300,000,000
|
|
USD
120,364,000
|
|
USD
179,636,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP 350,000,000 5.375
per cent.
subordinated notes due November
2030 (the "November 2030 Notes")
|
|
XS0204377310
|
|
N/A
|
|
4 November
2025
|
|
4 November
2030
|
|
GBP
350,000,000
|
|
GBP
288,768,000
|
|
GBP
61,232,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP 500,000,000 5.375
per cent.
subordinated notes due August
2033 (the "August 2033 Notes")
|
|
XS0174470764
|
|
N/A
|
|
N/A
|
|
22 August
2033
|
|
GBP
500,000,000
|
|
GBP
343,283,000
|
|
GBP
156,717,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP 225,000,000 6.250
per cent.
subordinated notes due January
2041 (the "January 2041 Notes")
|
|
XS0120514335
|
|
N/A
|
|
N/A
|
|
30 January
2041
|
|
GBP
225,000,000
|
|
GBP
154,566,000
|
|
GBP
70,434,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GBP 600,000,000 4.750
per cent.
subordinated notes due March 2046
(the "March 2046 Notes")
|
|
XS0247840969
|
|
N/A
|
|
N/A
|
|
24 March
2046
|
|
GBP
600,000,000
|
|
GBP
362,829,000
|
|
GBP
237,171,000
|
|
__________________________________
|
|
1
|
These amounts include
the principal amount of Notes for Noteholders which have complied
with the Guaranteed Delivery Procedures (as defined in the Tender
Offer Memorandum). Such amounts remain subject to the Guaranteed
Delivery Procedures. Notes tendered pursuant to the Guaranteed
Delivery Procedures are required to be tendered at or prior to 5:00
p.m. (New York City time) on 16 November 2022, unless extended in
respect of any Offer by the Issuer in its sole
discretion.
|
|
|
|
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.
|
|
|
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.
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
Website: https://www.gbsc-usa.com/hsbctender/
DISCLAIMER
The offer period for the Offers has now expired. No further
tenders of any Notes may be made pursuant to the Offers (except for
Noteholders tendering Notes at or prior to the Guaranteed Delivery
Date pursuant to the Guaranteed Delivery Procedures). 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. 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. None of the Issuer, the Dealer Manager, the Tender
Agent or their respective directors, employees or affiliates have
any liability or responsibility in respect of any decision of a
Noteholder as to their decision of whether to participate in the
Offers.
View original
content:https://www.prnewswire.com/news-releases/hsbc-bank-plc-announces-results-of-tender-offers-to-purchase-notes-for-cash-301678275.html
SOURCE HSBC Bank Plc.