TNAG-2474-FCO40-3604-Business-matters-in-Hong-Kong-acquisition-of-Midland-Bank-by-1992 — Page 30

PRESS ENQUIRIES

HSBC Holdings

Hong Kong

Michael Broadbent

+852 822 4920

Midland

Alan Macdonald Mike Stephenson

+44 71 260 8194/5

+44 71 260 7255

London

Graham Watson

+44 71 628 1981

S.G. Warburg & Co. Ltd

Derek Higgs

+44 71 860 1090

John Reizenstein

+44 71 860 1090

Schroders

+44 71 382 6000

Samuel Montagu & Co. Limited

Derek Netherton

Sir Laurie Magnus

+44 71 260 9440

Alison Carnwath

Citigate

+44 71 623 2737

Jonathan Clare

The calculations relating to the value of the Final Offer are based on:

(i)

(ii)

(iii)

the middle market quotation for existing HSBC Holdings shares for 8 June 1992, being the latest practicable date before the printing of the Final Offer Document, of HK$45.375, as derived from the London Stock Exchange Daily Official List*;

the estimated value of at least par for the new HSBC Holdings bonds;

an exchange rate of £1.00 = HK$14.19, being the mid-price quoted by Reuters at 5.00 p.m. (London time) on 8 June 1992, being the latest practicable date before the printing of the Final Offer Document.

*Although prices for HSBC Holdings shares may vary from time to time, reflecting different market conditions and the different dealing and settlement practices in London and Hong Kong, the new HSBC Holdings shares will rank pari passu in all respects and will have identical rights with the existing HSBC Holdings shares. Consequently, in advance of dealings in the new HSBC Holdings shares commencing on the London Stock Exchange and the Hong Kong Stock Exchange, Schroders, financial advisers to HSBC Holdings, and Cazenove & Co., brokers to Midland, are of the opinion that a reasonable estimate of the value of the new HSBC Holdings shares, if they were listed, would be approximately equal to the market value of the existing HSBC Holdings shares.

The directors of HSBC Holdings (other than Mr. Brian Goldthorpe who is also a director of Midland) accept responsibility for the information contained in this announcement, other than that relating to the Midland group and its directors. Mr. Brian 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. William Purves and Mr. Bernard Asher who are respectively chairman and a director of HSBC Holdings in respect of information as to opinions of Midland or its directors) accept responsibility for the information contained in this announcement 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.

This announcement is issued in the UK by J. Henry Schroder Wagg & Co. Limited, a member of The Securities and Futures Authority Limited, and in Hong Kong by Schroders Asia Limited.

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