(vi)
*.
(a)
(b)
Final Offer (without having made any such void Cash Election) in respect of the aggregate number of Midland shares inserted or deemed to be inserted in Box [1] of the Form of Acceptance and the relevant Midland shareholder shall, if his acceptance is otherwise valid but subject as provided in paragraph (vi) of this Part B, receive the consideration due under the Final Offer in respect thereof (without reference to the Cash Election). (d) The Cash Election will remain open for acceptance until 1.00 p.m. on 25 June 1992 and, if the Final Offer has by or on that date become or been declared unconditional as to acceptances, will remain open for acceptance until 1.00 p.m. on the day being 14 days thereafter, at which time it will close.";
paragraph 7 of Part B of Appendix I to the Original Offer Document shall be replaced by the following paragraph:
Overseas shareholders
The making of the Final Offer in, or to certain persons resident in, jurisdictions outside the UK or who are citizens, residents or nationals of other countries may be affected by the laws of the relevant overseas jurisdiction. Midland shareholders who are citizens, residents or nationals of other countries should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such person wishing to accept the Final Offer and/or the Cash Election to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required or the compliance with other necessary formalities and the payment of any issue, transfer or other taxes due in such territory. Any such Midland shareholder will be responsible for any such issue, transfer or other taxes by whomsoever payable and HSBC Holdings and Schroders shall be entitled to be fully indemnified and held harmless by such shareholder for any such issue, transfer or other taxes as such person may be required to pay.
(i) In particular, the Final Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, telex and telephone. Furthermore, 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 the United States. Copies of this document, the Form of Acceptance, the Supplementary Listing Particulars and any related offering documents are not being, and must not be, mailed or otherwise distributed or sent in or into the United States including to Midland shareholders with registered addresses in the United States or to persons whom HSBC Holdings knows to be nominees, trustees or custodians holding Midland shares for such persons. Persons receiving such documents should not distribute or send them in or into the United States or use such mails or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Final Offer, and so doing may invalidate any purported acceptance. Persons wishing to accept the Final Offer should not use such mails or any such means or instrumentality for any purpose directly or indirectly related to acceptance of the Final Offer. Envelopes containing Forms of Acceptance should not be postmarked in the United States or otherwise despatched from the United States, and all acceptors must provide addresses outside the United States for the receipt of the new HSBC Holdings shares and/or new HSBC Holdings bonds or the remittance of cash, or for the return of Form(s) of Acceptance, Midland share certificate(s) and/or other document(s) of title. (ii) A Midland shareholder will be deemed not to have accepted the Final Offer if: (1) he puts “NO” in Box [SA] of the Form of Acceptance and thereby does not give the warranty set out in paragraph (b)(ii) of Part C of this Appendix I; (2) he completes Box [4] of the Form of Acceptance with an address in the United States or, having a registered address in the United States, he does not insert in Box [6] of the Form of Acceptance an address outside the United States to which he wishes the consideration to which he is entitled under the Final Offer to be sent; (3) he inserts in Box 6 of the Form of Acceptance an address in the United States to which he wishes the consideration to which he is entitled under the Final Offer to be sent or a telephone number in the United States in the event of queries; or (4) in any case, the Form of Acceptance received from him is received in an envelope postmarked in, or which otherwise appears to HSBC Holdings or its agents to have been sent from, the United States.
(iii) If, in connection with the making of the Final Offer, notwithstanding the restrictions described above, any person (including, without limitation, custodians, nominees and trustees), whether pursuant to a contractual or legal obligation or otherwise, forwards this document, the Supplementary Listing Particulars, the Form of Acceptance or any related offering documents in, into or from the United States or uses the mails of, or any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States in connection with such forwarding, such person should (1) inform the recipient of such fact; (2) explain to the recipient that such action may invalidate any purported acceptance by the recipient; and (3) draw the attention of the recipient to this paragraph 7(b).
(iv) Any acceptance of the Final Offer received from a person: (1) who puts “NO” in Box 5B] of the Form of Acceptance and thereby does not give the warranty set out in paragraph (b)(iii) of Part C of this Appendix I; and/or (2) who completes Box [4] of the Form of Acceptance with an address in the United States (or has a registered address in the United States) but who inserts in Box [6] of the Form of Acceptance an address outside the United States to which he wishes the consideration to which he is entitled under the Final Offer to be sent, shall (unless such person is deemed not to have accepted the Final Offer pursuant to sub-paragraph 7(b)(ii) above) constitute, in respect of the new HSBC Holdings shares and new HSBC Holdings bonds to which such acceptor may become entitled pursuant to the Final Offer (disregarding any election such acceptor may have made for the Cash Election and/or to receive bearer bonds), an irrevocable request and authority to Schroders and/or its agents:
(a) to sell such shares and bonds on behalf of such acceptor on the London Stock Exchange within 21 days of such
shares and bonds being allotted;
(b) to receive the certificates and/or other document(s) of title in respect of such shares and bonds and to execute
instrument(s) of transfer in respect of such shares and bonds; and
(c) to remit the net proceeds of such sale (after deducting therefrom the expenses of sale) as soon as reasonably practicable to the person or agent whose name and address outside the United States is set out in Box [6] of the Form of Acceptance or, if none is set out, to the first named holder at his registered address outside the United States.
Any election for the Cash Election and/or to receive bearer bonds by such an acceptor shall be invalid. Neither HSBC Holdings nor Schroders nor any person acting on behalf of either of them shall have any liability to any person for
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