Further to its announcements on 15 November 2011, 21 November 2011 and 23 November 2011, BBK (B.S.C.) (BBK) today announces the final results in respect of its invitation to holders of its U.S.$275,000,000 Subordinated Step-up Floating Rate Notes due 2017 (ISIN: XS0308193902), of which U.S.$152,430,000 are currently outstanding, (the Existing Notes) to offer to exchange such Existing Notes for U.S.$-Denominated Senior Unsecured Floating Rate Notes due 2018 (the New Notes) to be issued by BBK (the Exchange Offer).
The Exchange Offer was made on the terms and subject to the conditions set out in the amended and restated Exchange Offer Memorandum dated 21 November 2011 (the Exchange Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
As at the Expiration Deadline of 4.00 p.m. (London time) on 29 November 2011, BBK had received valid offers of U.S.$129,860,000 in aggregate nominal amount of the Existing Notes for exchange. BBK will accept all valid offers of Existing Notes in full and will also pay an Accrued Interest Payment in respect of such Existing Notes, as further described in the Exchange Offer Memorandum.
Aggregate nominal amount of Existing Notes accepted for exchange by BBK Exchange Ratio
U.S.$129,860,000 100 per cent.
The Existing Notes accepted for exchange in the Exchange Offer will be exchanged for U.S.$129,860,000 in aggregate nominal amount of New Notes on the Settlement Date. The New Notes are to be issued under BBK’s existing U.S.$2,000,000,000 Euro Medium Term Note Programme, and the Common Code, ISIN, Issue Price and New Notes Coupon are as follows:
Common Code / ISIN Issue Price New Notes Coupon
071553876/XS0715538764 100 per cent. 3-month U.S.$ LIBOR
+ 1.75 per cent. per annum
The expected Settlement Date for the Exchange Offer is 2 December 2011.
HSBC Bank plc is acting as Dealer Manager (the Dealer Manager) and Lucid Issuer Services Limited is acting as Exchange Agent.
HSBC Bank plc
8 Canada Square
London E14 5HQ
Tel: + 44 207 991 5774
Attention: Liability Management Group
Email: [email protected]
Lucid Issuer Services Limited
436 Essex Road
London N1 3QP
Tel: +44 20 7704 0880
Attention: Thomas Choquet/Sunjeeve Patel
Email: [email protected]
DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Exchange Offer Memorandum comes are required by BBK, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.