HSBC Tender Offer-GF Bital

HSBC Holdings PLC
01 November 2002


                  HSBC LAUNCHES CASH TENDER OFFER FOR GF BITAL

HSBC Holdings plc (HSBC) has today (1 November 2002) launched a cash tender
offer to acquire all of the outstanding shares in Grupo Financiero Bital S.A. de
C.V. (GF Bital).

The offer price is US$1.20967 per share in cash for each outstanding share of
the Series 'O' shares and Series 'L' shares. These will be acquired on identical
terms, as explained in HSBC's offer document. The total consideration, assuming
tender of 100 per cent of GF Bital's aggregate 942,408,493 shares, would be
approximately US$1.14 billion, as announced on 21 August 2002.

HSBC is launching the offer in accordance with Mexican capital markets
regulations, following agreement with certain shareholders who hold
approximately 57 per cent of the Series 'O' shares and approximately 52 per cent
of the aggregate of GF Bital shares. These shareholders have agreed to tender
their shares to HSBC in accordance with the terms of the offer. The offer is
also subject to the receipt of a number of regulatory approvals and to certain
terms and conditions.

The board of directors of GF Bital has recommended that GF Bital shareholders
accept HSBC's offer and tender their shares.

The offer will expire at 15.45 hours Mexico City time on 22 November 2002. A
news release will be issued after the offer has closed to inform shareholders of
the outcome.

HSBC considers GF Bital to be an attractive banking franchise and a major and
highly respected force in Mexican financial services. The acquisition will
enable HSBC to become one of the few banks that can facilitate investment and
trade flows seamlessly amongst the NAFTA countries and internationally.

Upon completion of the acquisition a new board will be appointed and Group
General Manager and Chief Executive Officer Designate (Mexico) Alexander A.
(Sandy) Flockhart will choose a new senior management team.

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.

The description contained in this news release is neither an offer to purchase
securities nor a solicitation of an offer to sell securities. Any tender offer
will be made through an offer to purchase and related transmittal documents,
which HSBC has filed with Mexican regulatory authorities and mailed to GF Bital
shareholders. Shareholders of GF Bital should read these documents if and when
they become available because they will contain important information about the
cash tender offer.


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