APPENDIX II
1.
2.
(a)
ADDITIONAL INFORMATION
Responsibility for information in this document
The Directors of HSBC Holdings (other than Mr. B. L. Goldthorpe who is also a director of Midland), whose names are given in paragraph 1 of Part IV of the Supplementary Listing Particulars, accept responsibility for the information contained in this document, other than that relating to the Midland group and its directors. Mr. B. L. Goldthorpe accepts responsibility for all such information, except that relating to opinions concerning the enlarged HSBC Holdings group and the Final Offer. To the best of the knowledge and belief of such Directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Such Directors accept responsibility accordingly.
The directors of Midland (other than Mr. W. Purves and Mr. B. H. Asher who are respectively Chairman and a Director of HSBC Holdings, in respect of information as to opinions of Midland or its directors), whose names are given in paragraph I of Part IV of the Supplementary Listing Particulars, accept responsibility for the information contained in this document relating to the Midland group and themselves. To the best of the knowledge and belief of such directors (who have taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Such directors accept responsibility accordingly. Disclosure of interests and dealings
In HSBC Holdings
(i) The following Directors of HSBC Holdings acquired further existing HSBC Holdings shares issued at par on 26 May 1992 as a result of elections made to receive a scrip dividend in lieu of cash in respect of the final dividend of HSBC Holdings for the year ended 31 December 1991:
Director
D.E. Connolly
B.L. Goldthorpe
J.M. Gray
H.C. Lee
D.P.H. Liao
C.W. Newton
W. Purves
N.M.S. Rich
J.E. Strickland
The average market price used to calculate entitlements was HK$42.85 per share.
No. of shares
5,216
45
468
537
500
65
930
110
758
(ii) The following members of the HSBC Holdings group acquired further existing HSBC Holdings shares issued at par on 26 May 1992 as a result of elections made to receive a scrip dividend in lieu of cash in respect of the final dividend of HSBC Holdings for the year ended 31 December 1991:
Carlingford Swire Assurance Ltd.
Carlingford Swire International Assurance Ltd.
Wayfoong Assurance Ltd.
The average market price used to calculate entitlements was HK$42.85 per share.
No. of shares
11,782
50,952
10,289
(iii) (1) On 1 April 1992 Hongkong Bank Trustee Ltd. sold on behalf of discretionary clients 2,000 existing HSBC
Holdings shares at a price of HK$39.25 per share.
(2) On 23 April 1992 Hongkong Bank Trustee Ltd. sold on behalf of discretionary clients an aggregate of 24,800
existing HSBC Holdings shares at prices ranging from HK$40.75 to HK$41.50 per share.
(3) On 28 April 1992 Wardley Investment Services Ltd. sold on behalf of discretionary clients 127,200 and 31,800 warrants in respect of existing HSBC Holdings shares at prices of HK$17.50 and HK$18.00 per warrant respectively and sold on behalf of discretionary clients 1,800 existing HSBC Holdings shares at a price of HK$42.25 per share.
(4) On 28 April 1992 Hongkong Bank Trustee Ltd. sold on behalf of discretionary clients an aggregate of 190,600 warrants in respect of existing HSBC Holdings shares at prices ranging from HK$17.50 to HK$18.00 per warrant and bought on behalf of discretionary clients 238,000 warrants in respect of existing HSBC Holdings shares at a price of HK$17.40 per warrant.
(5) On 29 April 1992 Hongkong Bank Trustee Ltd. sold on behalf of discretionary clients 232,800 warrants in
respect of existing HSBC Holdings shares at a price of HK$16.18 per warrant.
(6) On 29 April 1992 Wardley Investment Services Ltd. sold on behalf of discretionary clients an aggregate of
364,800 existing HSBC Holdings shares at prices ranging from HK$42.00 to HK$42.50 per share.
(iv) The following dealings for value in existing HSBC Holdings shares by members of the HSBC Holdings group have
taken place during the period from 2 May 1992 to 8 June 1992:
(1) Wardley Investment Services Ltd. sold on behalf of discretionary clients an aggregate of 193,993 existing HSBC Holdings shares at prices ranging from HK$36.88 to HK$48.25 per share and sold on behalf of discretionary clients 174,107 and 20,893 warrants in respect of existing HSBC Holdings shares at prices of HK$17.50 and HK$17.80 per warrant respectively.
(2) Wardley Management Ltd. sold on behalf of discretionary clients 2,400 and 4,800 existing HSBC Holdings
shares at prices of HK$46.25 and HK$44.50 per share respectively.
(3) Hongkong Bank Trustee Ltd: (i) bought on behalf of discretionary clients (a) an aggregate of 1,875,786 existing HSBC Holdings shares at prices ranging from HK$42.00 to HK$48.25 per share, and (b) 80,000 and 10,000 warrants in respect of existing HSBC Holdings shares at prices of HK$18.85 and HK$19.30 per warrant respectively; and (ii) sold on behalf of discretionary clients (a) an aggregate of 479,975 existing HSBC Holdings
25