HSBC Acquires GF Bital

HSBC Holdings PLC
21 August 2002


                 HSBC AGREES TO ACQUIRE GRUPO FINANCIERO BITAL


HSBC Holdings plc (HSBC) has agreed with Grupo Financiero Bital S.A. de C.V. (GF
Bital) and certain shareholders who control at least 52 per cent of GF Bital to
initiate a cash tender offer for all of the company's shares. The total
consideration assuming tender of 100 per cent of the shares would be US$1.14
billion. On a fully diluted basis the offer price would be approximately US$1.20
per share.

The purchase is subject to certain conditions, including the receipt of
regulatory approvals and the tender of at least 52 per cent of all outstanding
shares of GF Bital and at least 57 per cent of all outstanding Series "O" shares
of GF Bital on a fully diluted basis. The offer has been unanimously approved
and recommended by GF Bital's Board of Directors.

In addition, HSBC has entered into an agreement with the controlling
shareholders of GF Bital whereby these shareholders have agreed to tender their
shares in accordance with the terms of the offer.

HSBC said on 17 July that it had been granted permission to conduct a process of
due diligence with a view to considering whether to make an offer to acquire a
controlling interest in GF Bital.

HSBC expects to commence the tender offer and complete the transaction during
the fourth quarter of 2002.

HSBC Group Chief Executive Sir Keith Whitson said: "We are excited at the
prospect of GF Bital joining the HSBC Group. With nearly 1,400 branches, 6
million customers and 15,400 staff, GF Bital, with its primary subsidiary Banco
Bital, is a major and highly respected force in Mexico, a country with
impressive economic prospects. The acquisition is in line with our strategy of
increasing our presence in North America and will enable us to become one of the
few banks that can facilitate trade seamlessly amongst the NAFTA countries."

Mr. Luis Berrondo, Chairman of the Board of Grupo Financiero Bital, said: "We
are pleased to have reached this agreement with HSBC. This transaction will
allow Bital to become part of one of the largest financial institutions in the
world, which is in the best interests of Grupo Financiero Bital's customers,
employees and shareholders. This transaction with HSBC is a clear and positive
sign of the confidence the international markets have in our country."

Upon completion of the acquisition a senior management team will be selected
from both organisations. Mr. Luis Berrondo has kindly consented to continue in a
new capacity as Chairman, and the new management team will be headed by Chief
Executive Officer Designate Alexander A. (Sandy) Flockhart, currently Senior
Executive Vice President of Commercial Banking, HSBC Bank USA.

With some 7,000 offices in 81 countries and territories and assets of US$746
billion at 30 June 2002, the HSBC Group is one of the world's largest banking
and financial services organisations.

This press release is not an offer to purchase securities. Any tender offer will
be made through an offer to purchase and related transmittal documents, which
will be furnished by HSBC to GF Bital shareholders. Shareholders of GF Bital
should read these documents if and when they become available because they will
contain important information.


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