HSBC Holdings PLC
22 December 2003
The following is the text of a paid advertisement to appear in the Hong Kong
press on 23 December 2003.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this
announcement.
HSBC Holdings plc
Purchase of 40 per cent interest in the capital of HSBC Salud (Argentina) S.A.
- Connected Transaction
HSBC Latin America BV, a subsidiary of HSBC Holdings plc, has acquired 40 per
cent of the capital of HSBC Salud (Argentina) S.A. for US$30 million (HK$233.40
million) following the exercise of a Put option by New York Life Inc.
HSBC Latin America BV, a subsidiary of HSBC Holdings plc, has acquired 40 per
cent of the capital of HSBC Salud (Argentina) S.A. ("HSBC Salud") for US$30
million (HK$233.40 million) as a consequence of the exercise on 18 December 2003
of a Put option by New York Life Inc. HSBC Salud is a medical insurance
provider.
HSBC Salud was an indirectly 60 per cent owned subsidiary of HSBC Latin America
B.V. which in turn is an indirectly wholly owned subsidiary of HSBC Holdings
plc.
The Put option is part of an agreement with New York Life Inc. ("NYLI") dated 18
October 2000 and provides that NYLI may sell its 40 per cent interest in HSBC
Salud prior to 30 September 2004 for a predetermined consideration of US$30
million. The Put option was granted to NYLI at the time it acquired its 40 per
cent interest in HSBC Salud, and related to an extension of business between
HSBC and NYLI into the healthcare market. The Put option was granted in case
this did not in future satisfy NYLI's worldwide strategy, and was granted on an
arm's length basis and on normal commercial terms. NYLI was a substantial
shareholder of a non-wholly owned subsidiary of HSBC Holdings plc at that time.
The consideration was within the de minimis exemption under Rule 14.25(1) of the
Listing Rules.
The consideration of US$30 million (HK$233.40 million) in respect of the
acquisition of 40 per cent of HSBC Salud is within the de minimis exemption
under Rule 14.25(1) of the Listing Rules.
As the total consideration amount (being US$30 million (HK$233.40 million)) is
within the de minimis exemption in respect of connected transactions under Rule
14.25(1) of the Listing Rules, details of the purchase of 40 per cent of HSBC
Salud will be included in HSBC Holdings plc's next published annual report and
accounts in accordance with Rule 14.25(1)(A) to (D) of the Listing Rules.
Agreement date: 18 December 2003.
Completion date: Completion took place on 18 December 2003.
Vendor: New York Life Inc.
Purchaser: HSBC Latin America BV
Assets to be acquired: 40 per cent of the share capital of HSBC Salud
(Argentina) S.A.
Consideration: US$30 million. The consideration is determined by a Put option
based on market conditions in 2000 under normal commercial terms which were
negotiated on an arm's length basis.
Payment terms: Payment will be made in cash on completion.
For and on behalf of
HSBC Holdings plc
R G Barber
Group Company Secretary
22 December 2003
HSBC Holdings plc
Incorporated in England with limited liability. Registered in England: number
617987
Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ United
Kingdom
This information is provided by RNS
The company news service from the London Stock Exchange
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