13.
Settlement
Subject to the Final Offer becoming or being declared unconditional in all respects (and, in the case of Midland shareholders who are citizens, nationals or residents of jurisdictions outside the UK or who are US persons wherever resident, except as provided in paragraph (vi) of Part B of Appendix I to this document), definitive certificates for the new HSBC Holdings shares and cheques for any cash due, where relevant, will be despatched by first-class post (or by such other method as may be approved by the Panel) (i) in the case of acceptances received, complete in all respects, by the date on which the Final Offer becomes or is declared unconditional in all respects, within 21 days of such date, or (ii) in the case of acceptances received, complete in all respects, after such date but while the Final Offer remains open for acceptance, within 21 days of such receipt.
Subject as aforesaid, on or immediately after the date on which the Final Offer becomes or is declared unconditional in all respects, a registered global bond representing the new HSBC Holdings bonds in registered form to be issued to accepting Midland shareholders will be deposited with the registrar for the bonds and a bearer global bond representing the new HSBC Holdings bonds in bearer form will be deposited with a common depositary for Euroclear and CEDEL. The relevant portion of the registered global bond representing such bonds in registered form will be exchanged for definitive certificates in registered form and such definitive certificates will be despatched by first-class post (or by such other method as may be approved by the Panel) (i) in the case of acceptances received, complete in all respects, by the date on which the Final Offer becomes or is declared unconditional in all respects, within 21 days of such date, or (ii) in the case of acceptances received, complete in all respects, after such date but while the Final Offer remains open for acceptance, within 21 days of such receipt. The bearer global bond representing bonds in bearer form will remain in such form from the date upon which the Final Offer becomes or is declared unconditional in all respects until the later of (i) 21 days after the date on which the Final Offer closes and (ii) the last date on which HSBC Holdings acquires Midland shares pursuant to section 430 of the Companies Act 1985, whereupon it will be exchanged for definitive certificates in bearer form and such definitive certificates will be credited to the relevant Euroclear and CEDEL accounts; bondholders will be notified accordingly.
All cash payments will be made by cheque drawn on a town clearing branch of a UK clearing bank.
If the Final Offer does not become or is not declared unconditional in all respects, the Form(s) of Acceptance, share certificate(s) and/or other document(s) of title will be returned by post (or by such other method as may be approved by the Panel) within 14 days of the Final Offer lapsing to the person or agent whose name and address outside the United States is set out in the appropriate box on the Form of Acceptance or, if none is set out, to the first-named holder at his or her registered address outside the United States.
All documents and remittances sent by, to, or from Midland shareholders or their appointed agents will be sent at their own risk.
14.
Further information
Your attention is drawn to the accompanying Supplementary Listing Particulars and the following appendices, which form part of this document:
Appendix I
Conditions and further terms of the Final Offer and the Cash Election
Appendix II Additional information
Yours faithfully,
for J. Henry Schroder Wagg & Co. Limited
Derek Netherton Director
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