TIDM56UF TIDM69JE
RNS Number : 7411Q
HSBC Bank plc
17 April 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 UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN THE UNITED STATES OF AMERICA OR THE REPUBLIC OF
ITALY
HSBC Bank plc (the "Purchaser") hereby announces an invitation to holders of
Senior and Junior Notes (as defined below) issued by Metrix Funding No.1 PLC and
Metrix Securities P.L.C (the "Issuers") to tender their Notes for cash.
In accordance with the auction procedure for each Series of Notes as described
in the offer to purchase memorandum dated 17 April 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 Senior Notes and Junior
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.
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 of | Outstanding | ISIN | Maturity | Minimum |
| the Notes | Principal | | Date | Purchase |
| | Amount | | | Price |
+------------------+--------------------+--------------+-------------+--------------+
| Senior Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | GBP110,000,000 | XS0271734542 |20 November |GBP8,450 per |
| Securities | | | 2018 | GBP10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class A1 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | GBP500,000,000 | XS0235174934 |10 February |GBP9,100 per |
| No. 1 PLC Class | | | 2019 | GBP10,000 |
| A1 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | EUR738,000,000 | XS0271735358 |20 November | EUR8,450 per |
| Securities | | | 2018 | EUR10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class A2 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | EUR700,000,000 | XS0235175584 |10 February | EUR9,100 per |
| No. 1 PLC Class | | | 2019 | EUR10,000 |
| A2 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | U.S.$2,249,000,000 | XS0271735861 |20 November | U.S.$8,450 |
| Securities | | | 2018 | per |
| P.L.C. Series | | | | U.S.$10,000 |
| 2006-1 Class A3 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | U.S.$1,261,000,000 | XS0235175741 |10 February | U.S.$9,100 |
| No. 1 PLC Class | | | 2019 | per |
| A3 Floating Rate | | | | U.S.$10,000 |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Total | GBP4,216,960,352 | | | |
| Outstanding | | | | |
| Principal Amount | | | | |
| of Senior Notes | | | | |
| (Sterling | | | | |
| Equivalent) | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Total Senior | GBP500,000,000 | | | |
| Invitation | | | | |
| Amount | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Junior Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | GBP5,800,000 | XS0271736083 |20 November |GBP6,450 per |
| Securities | | | 2018 | GBP10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class B1 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | GBP44,000,000 | XS0235176046 |10 February |GBP7,425 per |
| No. 1 PLC Class | | | 2019 | GBP10,000 |
| B1 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | EUR15,800,000 | XS0271736166 |20 November | EUR6,450 per |
| Securities | | | 2018 | EUR10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class B2 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | EUR29,940,000 | XS0235176392 |10 February | EUR7,425 per |
| No. 1 PLC Class | | | 2019 | EUR10,000 |
| B2 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | U.S.$18,000,000 | XS0271736240 |20 November | U.S.$ 6,450 |
| Securities | | | 2018 | per |
| P.L.C. Series | | | | U.S.$10,000 |
| 2006-1 Class B3 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | U.S.$10,000,000 | XS0235176475 |10 February | U.S.$ 7,425 |
| No. 1 PLC Class | | | 2019 | per |
| B3 Floating Rate | | | | U.S.$10,000 |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | GBP4,100,000 | XS0271736596 |20 November |GBP5,500 per |
| Securities | | | 2018 | GBP10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class C1 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | GBP32,000,000 | XS0235176632 |10 February |GBP6,450 per |
| No. 1 PLC Class | | | 2019 | GBP10,000 |
| C1 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | EUR15,500,000 | XS0271736679 |20 November | EUR5,500 per |
| Securities | | | 2018 | EUR10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class C2 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | EUR56,200,000 | XS0235176806 |10 February | EUR6,450 per |
| No. 1 PLC Class | | | 2019 | EUR10,000 |
| C2 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | U.S.$14,000,000 | XS0271736752 |20 November | U.S.$ 5,500 |
| Securities | | | 2018 | per |
| P.L.C. Series | | | | U.S.$10,000 |
| 2006-1 Class C3 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | GBP17,500,000 | XS0271736919 |20 November |GBP3,000 per |
| Securities | | | 2018 | GBP10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class D1 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | GBP36,000,000 | XS0235177366 |10 February |GBP3,500 per |
| No. 1 PLC Class | | | 2019 | GBP10,000 |
| D1 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | EUR18,600,000 | XS0271737057 |20 November | EUR3,000 per |
| Securities | | | 2018 | EUR10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class D2 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | EUR50,300,000 | XS0235177796 |10 February | EUR3,500 per |
| No. 1 PLC Class | | | 2019 | EUR10,000 |
| D2 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | GBP26,300,000 | XS0271737214 |20 November |GBP1,500 per |
| Securities | | | 2018 | GBP10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class E1 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | GBP30,000,000 | XS0235178091 |10 February |GBP2,000 per |
| No. 1 PLC Class | | | 2019 | GBP10,000 |
| E1 Floating Rate | | | | |
| Notes due 2019 | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix | EUR26,300,000 | XS0271737305 |20 November | EUR1,500 per |
| Securities | | | 2018 | EUR10,000 |
| P.L.C. Series | | | | |
| 2006-1 Class E2 | | | | |
| Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | EUR27,030,000 | XS0235178174 |10 February | EUR2,000 per |
| No. 1 PLC Class | | | 2019 | EUR10,000 |
| E2 Floating Rate | | | | |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Metrix Funding | U.S.$3,000,000 | XS0235178414 |10 February | U.S.$ 2,000 |
| No. 1 PLC Class | | | 2019 | per |
| E3 Floating Rate | | | | U.S.$10,000 |
| Notes | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Total | GBP436,862,996 | | | |
| Outstanding | | | | |
| Principal Amount | | | | |
| of Junior Notes | | | | |
| (Sterling | | | | |
| Equivalent) | | | | |
+------------------+--------------------+--------------+-------------+--------------+
| Total Junior | GBP150,000,000 | | | |
| Invitation | | | | |
| Amount | | | | |
+------------------+--------------------+--------------+-------------+--------------+
Rationale for the Offer
The Purchaser intends to hold any Notes purchased in the Offer for its own
account.
The Auction Process, Determination of the Purchase Price and Pro-ration
The Purchaser will determine the allocation of funds between the respective
Series of Senior Notes and between the respective Series of Junior Notes in its
sole discretion. Additionally, 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, to purchase less than the Total Senior Invitation Amount
and/or the Total Junior Invitation Amount, to increase the Total Senior
Invitation Amount and/or the Total Senior Invitation Amount, or to modify in any
manner any of the terms and conditions of the Offer (including, but not limited
to, modifying the Minimum Purchase Price with respect to each Series or
increasing the Total Senior Invitation Amount and/or the Total Junior Invitation
Amount).
Subject to the previous paragraph, the Purchase Price for the Notes of each
Series purchased pursuant to the Offer will be determined at the Price
Announcement Time on the Price Announcement Date pursuant to an auction
procedure. Under the auction procedure, the Purchaser will determine a single
purchase price, (which will be not less than: (i) the relevant Minimum Purchase
Price for the Notes of such series, as set out in the Offer to Purchase
Memorandum, or (ii) the highest Tender Price at which Notes of the relevant
Series are accepted for purchase by the Purchaser) that, subject to the terms
and conditions of the Offer, the Purchaser will pay for the Notes of each Series
validly tendered and not withdrawn or revoked pursuant to the Offer, taking into
account the principal amount of Notes so tendered and the prices specified by
tendering Noteholders. Following the Expiration Deadline, and subject to the
foregoing, the Purchaser will determine the Purchase Price for each Series of
Notes in its sole and absolute discretion.
In the event that the Purchaser elects to purchase any of the Euro Notes or
Dollar Notes, the Dealer Manager will determine the applicable Euro/Sterling or
Dollar/Sterling exchange rate in its sole discretion for the purposes of
calculating the Total Senior Invitation Amount and/or Total Junior Invitation
Amount. The Purchase Price in respect of Euro Notes and Dollar Notes will be
paid in EUR and U.S.$ respectively.
Participating in the Offer and Cash to be Received
The Purchaser will only accept tenders of Notes in the Offer by way of the
submission by Noteholders of valid electronic tender and blocking instructions
("Tender Instructions" and each a "Tender Instruction"), in the form required by
the Clearing Systems, in accordance with the procedures set out in the Offer to
Purchase Memorandum. Only a Direct Participant or a Clearing System can properly
instruct that Clearing System with regard to tenders of Notes.
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 in each case by the Tender Agent by the Expiration Deadline.
Noteholders who validly tender on or prior to the Expiration Deadline and whose
Notes are accepted by the Purchaser will receive the Purchase Price plus the
Accrued Interest Payment.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes whether such intermediary must
receive instructions to participate in the Offer before the deadlines specified
in the timeline below.
Expected Transaction Timeline
+--------+----------+-----------+----------------+------------------------------------------------+
| Date |Calendar | Number | Event |
| | Day | of | |
| | | Business | |
| | | Days | |
| | | from and | |
| | |including | |
| | | Launch | |
+--------+----------+-----------+----------------+
| 17 | Day 1 | Day 1 | Launch |
| April | | | Date. |
| 2009 | | | Offer |
| | | | announced |
| | | | as set |
| | | | out below |
| | | | and (i) a |
| | | | notice |
| | | | published |
| | | | in the |
| | | | Notifying |
| | | | News |
| | | | Service |
| | | | (ii) this |
| | | | Offer to |
| | | | Purchase |
| | | | Memorandum |
| | | | delivered |
| | | | to |
| | | | Euroclear |
| | | | and |
| | | | Clearstream, |
| | | | Luxembourg |
| | | | for |
| | | | communication |
| | | | to Direct |
| | | | Participants |
| | | | and (iii) a |
| | | | notice |
| | | | delivered as |
| | | | required |
| | | | under the |
| | | | rules of the |
| | | | London Stock |
| | | | Exchange and |
| | | | the Irish |
| | | | Stock |
| | | | Exchange (as |
| | | | applicable). |
+--------+----------+-----------+----------------+
| | | | Offer |
| | | | to |
| | | | Purchase |
| | | | Memorandum |
| | | | available |
| | | | (subject |
| | | | to the |
| | | | offer and |
| | | | distribution |
| | | | restrictions |
| | | | set out in |
| | | | "Offer and |
| | | | Distribution |
| | | | Restrictions") |
| | | | from the |
| | | | Dealer Manager |
| | | | and the Tender |
| | | | Agent. |
+--------+----------+-----------+----------------+
| 27 | Day 11 | Day 7 | Expiration |
| April | | | Deadline. |
| 2009 | | | Tender |
| 4.00 | | | Instructions |
| p.m., | | | to be |
| London | | | received by |
| time | | | the Tender |
| | | | Agent prior |
| | | | to the |
| | | | Expiration |
| | | | Deadline. |
+--------+----------+-----------+----------------+
| 28 | Day 12 | Day8 | Offer Acceptance Deadline, Price Announcement Date and |
| April | | | Price Announcement Time. Deadline for the Purchaser to |
| 2009, | | | announce whether, in what aggregate amount and at what |
| at or | | | Purchase Price it accepts for purchase Notes validly |
| around | | | tendered in the Offer. Appropriate notices published |
| 12.00 | | | via the Notifying News Service, the Clearing Systems |
| p.m., | | | and the London Stock Exchange and the Irish Stock |
| London | | | Exchange (as applicable). |
| time | | | |
+--------+----------+-----------+-----------------------------------------------------------------+
| 30 | Day 14 | Day 10 | Settlement Date. Purchaser pays Purchase Price and |
| April | | | Accrued Interest for any Notes accepted for Purchase. |
| 2009 | | | |
+--------+----------+-----------+----------------+------------------------------------------------+
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 7 991 5874 / +44 (0) 20 7991 1444
Attn: Liability Management Group (Andrew Montgomery / Jessie Zhu)
Email: liability.management@hsbcib.com
A copy of the Offer to Purchase Memorandum is available to eligible persons upon
request from the Tender Agent.
The Dealer Manager does not take responsibility for the contents of this
announcement and 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 this announcement comes
are required to inform themselves of and to observe all of these restrictions.
The Offer does not constitute, and may not be used in connection with, an offer
to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in
which such an offer or solicitation is not authorised or in which the person
making such an offer or solicitation is not qualified to do so or to any person
to whom it is unlawful to make an offer or a solicitation. The Purchaser does
not accept any responsibility for any violation by any person of the
restrictions applicable in any jurisdiction.
United States
The Offer is 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 (including,
without limitation, facsimile transmission, telex, telephone, email and other
forms of electronic transmission) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, and the Notes
may not be tendered in the Offer by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States. Accordingly, copies of this announcement, the Offer to
Purchase Memorandum and any other documents or materials relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded in or into the United States or to persons
located or resident in the United States. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these restrictions
will be invalid and tenders of Notes made by a person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will not be accepted. For the purposes of this paragraph, "United
States" means the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia.
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, 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
MSCSFESAWSUSEEL
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