(8)
(h)
12.
Validity of acceptances
Without prejudice to paragraph 6(g) of Part B of Appendix I to the Original Offer Document, HSBC Holdings reserves the right to treat as valid any acceptance of the Final Offer (but not any election for the Cash Election) which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, no allotment of new HSBC Holdings shares or new HSBC Holdings bonds or payment of cash will be made until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to HSBC Holdings have been received.
Overseas shareholders
The attention of Midland shareholders not resident in the United Kingdom (and of US persons wherever resident) is drawn to paragraph (vi) of Part B and to Part C of Appendix I to this document and the relevant provisions of the Form of Acceptance.
The Final Offer is not being made, directly or indirectly, in the United States, Malaysia or (except as provided in Appendix I to this document) Japan. The new HSBC Holdings shares and the new HSBC Holdings bonds have not been and will not be registered under the United States Securities Act of 1933 (as amended) and the new HSBC Holdings bonds are subject to US tax law requirements. Accordingly, the new HSBC Holdings shares and the new HSBC Holdings bonds may not be offered, sold or delivered, directly or indirectly, in or into the United States. Any acceptance of the Final Offer by acceptors who are unable to give the warranty set out in paragraph (b)(ii) of Part C of Appendix I to this document will be disregarded.
Any acceptors who provide an address with respect to the Final Offer in the United States (on the basis described in sub-paragraph 7 (b)(iv) set out in paragraph (vi) of Part B of Appendix I to this document) or who are unable to give the warranty set out in paragraph (b)(iii) of Part C of Appendix I to this document will receive cash pursuant to the provisions of sub-paragraph 7 (b)(iv) set out in paragraph (vi) of Part B of Appendix I to this document provided they are able to give the warranty set out in paragraph (b)(ii) of Part C of Appendix I to this document. Further details are contained in paragraph (vi) of Part B and in Part C of Appendix I to this document.
Listings and dealings
Application has been made to the London Stock Exchange for all the new HSBC Holdings shares and the new HSBC Holdings bonds to be admitted to the Official List. Application has also been made to the Listing Committee of the Hong Kong Stock Exchange for listing of, and permission to deal in, the new HSBC Holdings shares.
It is proposed that, subject to the Final Offer becoming or being declared unconditional in all respects, HSBC Holdings will have dual primary listings in London and Hong Kong. It is expected that listing will become effective and dealings will commence on the London Stock Exchange in the new HSBC Holdings shares and the new HSBC Holdings bonds at or about 2.30 p.m. on the date on which the Final Offer becomes or is declared unconditional in all respects, which is likely to be the day after the Cash Election closes. It is expected that dealings will commence on the Hong Kong Stock Exchange in the new HSBC Holdings shares following receipt of definitive share certificates for new HSBC Holdings shares by accepting Midland shareholders following the Final Offer becoming or being declared unconditional in all respects. Dealings on the London Stock Exchange in the new HSBC Holdings shares will be for normal account settlement. Dealings in the new HSBC Holdings bonds will normally be for settlement on the fifth dealing day following the date of the transaction.
Temporary documents of title will not be issued pending the despatch by post of definitive certificates for new HSBC Holdings shares in accordance with the terms of the Final Offer. Pending the issue of definitive certificates for the new HSBC Holdings shares, transfers will be certified against the relevant register. Pending the issue of definitive certificates, transfers in respect of new HSBC Holdings bonds in registered form will be certified against the register and transfers in respect of the new HSBC Holdings bonds in bearer form will be by book entry within Euroclear or CEDEL.
Save for mandates under the Midland scrip dividend scheme, all mandates and other instructions in force relating to dividend payments by Midland will, unless and until revoked, remain in force insofar as they are applicable to dividend and interest payments by HSBC Holdings.
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