HSBC acq Lloyds Brazil assets

HSBC Holdings PLC
09 October 2003

                 HSBC to acquire Lloyds TSB's Brazilian assets

The HSBC Group has reached agreement to acquire substantially all of Lloyds
TSB's onshore and offshore assets related to Brazil, including its consumer
finance business, for an aggregate consideration of US$815 million.

The main part of the transaction is the acquisition of 100 per cent of the
shares of Banco Lloyds TSB SA-Banco Multiplo and Losango Promotora de Vendas
("Losango") for US$451 million. In addition, HSBC Bank Brasil SA-Banco Multiplo
("HSBC Bank Brasil") will assume substantially all the assets and liabilities
(excluding equity) of Lloyds TSB's Brazilian branch for which it has paid
Brazilian Reais 410 million (equivalent to US$ 144 million) representing the net
difference between such assets and liabilities. HSBC Bank plc will also acquire
certain Brazilian offshore loan assets held by Lloyds Bank Plc for an amount of
US$220 million, and is taking over certain intra-group funding currently
provided by Lloyds TSB for its Brazilian businesses.

The combined assets of the companies and assets being acquired amount to
approximately US$2.7 billion.

Completion of the acquisition is subject to final regulatory approval by the
Central Bank of Brazil.

Lloyds TSB has operated in Brazil for over 140 years and is presently operating
in two main areas: consumer finance through the market leading Losango
franchise, with over 7 million individual customers serviced through 16,000
merchant outlets, focusing on in-store, vehicle, personal and car lending; and a
wholesale banking activity, providing financing and treasury services to local
and multinational companies.

The acquisition of Losango dovetails strategically with HSBC's acquisition of
Household International, a leading US consumer finance company, earlier this
year and extends the customer group HSBC accesses in Brazil.

HSBC has run a successful and profitable operation in Brazil since 1997, when it
established HSBC Bank Brasil (formerly Banco HSBC Bamerindus SA). With more than
1,500 offices throughout the country, HSBC Bank Brasil provides a full range of
personal financial services, including current accounts, insurance, credit card,
loans and pensions, as well as services to small and medium-size enterprises and
long-term relationships with major national and international corporations and
institutions.

Michael F Geoghegan, Group General Manager South America and President of HSBC
Bank Brasil, said:

"This acquisition will build on the significant investment HSBC has already made
in Brazil and reflects the Group's wish to develop its presence in growth
markets. It will represent an important step forward for our corporate and
wholesale operations. It will allow us to develop what is already the leading
consumer finance business in Brazil by deploying internationally, for the first
time within HSBC, skills and techniques from the successful Household model.
HSBC will acquire well over 7 million additional clients and will have a major
opportunity to broaden our relationship with them. With this acquisition HSBC
will have more than 100 million customers around the world and we look forward
to serving our enlarged Brazilian customer base to the high standards expected
of the world's local bank."

Note to editors:

1. HSBC Holdings plc

HSBC Holdings plc is one of the largest banking and financial services
organisations in the world. With assets of US$983 billion at 30 June 2003, it
has over 9,500 offices in 79 countries and territories in Europe, the
Asia-Pacific region, the Americas, the Middle East and Africa. HSBC Bank plc is
a wholly-owned subsidiary of HSBC Holdings plc

2. HSBC Bank Brasil

HSBC Bank Brasil SA-Banco Multiplo is a subsidiary of HSBC Holdings plc, with
more than 1,500 branches and over 3 million clients in Brazil.


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