3.
Market quotations
The following table shows the middle market quotations for existing HSBC Holdings shares (together with the sterling equivalents as at 8 June 1992) and for Midland shares, as derived from the London Stock Exchange Daily Official List, on the first dealing day of each month from October 1991 to May 1992 inclusive, on 16 March 1992 (being the latest dealing day prior to the announcement of a possible offer by HSBC Holdings for Midland), on 13 April 1992 (being the latest dealing day prior to the announcement of the Original Offer), on 1 June 1992 (being the latest dealing day prior to the announcement of the Final Offer) and on 8 June 1992 (being the latest practicable date prior to the printing of this document):
Date
1 October 1991
1 November 1991
2 December 1991
2 January 1992
3 February 1992
2 March 1992
16 March 1992
1 April 1992
13 April 1992
1 May 1992
1 June 1992
8 June 1992
existing HSBC Holdings shares
Midland shares
HK$
p*
P
31.38
221
252xd
32.00
226
235
32.88
232
212
35.63
251
212
38.13
269
233
43.13
304
278
45.38
320
253xd
38.75
273
339xd
39.25
277
372xd
41.63xd
293xd
381xd
47.75
336
421
45.38
320
420
at the current exchange rate
4.
Bases of calculation and sources of information
(a)
(b)
(c)
(d)
(e)
(f)
(8)
The sterling figures set out in this document have, unless otherwise stated, been converted from Hong Kong dollars (and in certain cases, Hong Kong dollar figures converted from sterling) at the rates of exchange prevailing at 31 December 1991 which was £1.00–HK$14.56.
The current exchange rate used in this document is £1.00-HK$14.19, being the mid-price quoted by Reuters at 5.00 p.m. (London time) on 8 June 1992, the latest practicable time prior to the printing of this document.
Where no specific reference has been made to a year end or date, the 31 December 1991 exchange rates have been used, unless stated otherwise.
All calculations relating to the value of the Final Offer, the premium over Midland's market value and the increase in income are, unless otherwise stated, based on the calculations in paragraph 6 of the letter from Schroders in this document.
The calculation of the net asset premium is based on Midland's audited net asset value at 31 December 1991 of 299p per share.
The figures relating to the pro forma combined total assets and the capital ratios of the enlarged group have been calculated on the basis disclosed in Part II of the Supplementary Listing Particulars.
The value of the whole of the share capital of Midland has been calculated based on the value of the Final Offer per Midland share referred to above and 819,671,422 Midland shares in issue which assumes the full exercise of all share options.
All calculations relating to the profits, dividends and capital ratios of the HSBC Holdings group are based on the audited accounts (on a fully disclosed basis) for the year ended 31 December 1991 and on the audited consolidated accounts of HongkongBank for previous years.
The calculation of the enlarged issued ordinary share capital of HSBC Holdings is based upon 1,638,093,147 existing HSBC Holdings shares in issue, 819,671,422 Midland shares in issue after full exercise of all share options (of which as at 8 June 1992 approximately 15.9 per cent, were owned by the HSBC Holdings group) and the Final Offer terms referred to in this document.
No proposal exists in connection with the Final Offer whereby any payment or other benefit will be made or given to any director of Midland as compensation for loss of office or as consideration for or in connection with his loss of office. The total emoluments of the current Directors of HSBC Holdings will not be varied as a consequence of the proposed acquisition of Midland or by any other associated transaction.
5.
Other information
(a)
(b)
(c)
(d)
(e)
(f)
(g)
=
(h)
HSBC Holdings will in due course acquire the Midland shares currently held by its partly-owned subsidiaries. Save as disclosed in the Original Offer Document, no agreement, arrangement or understanding (including any compensation arrangement) exists between HSBC Holdings or any person acting in concert with HSBC Holdings and any of the directors, recent directors, shareholders or recent shareholders of Midland having any connection with or dependence on, or which is conditional on the outcome of, the Final Offer.
There is no agreement, arrangement or understanding whereby the beneficial ownership of any of the Midland shares to be acquired pursuant to the Final Offer will be transferred to any other person, save that HSBC Holdings reserves the right to transfer any such Midland shares to any other member of the HSBC Holdings group.
S.G. Warburg & Co. Ltd. and Samuel Montagu & Co. Limited have given and have not withdrawn their respective written consents to the issue of this document with the inclusion herein of references to their names in the form and context in which they respectively appear.
S.G. Warburg & Co. Ltd. and Samuel Montagu & Co. Limited are acting for Midland in relation to the transaction described in this document and are not advising any other person or treating any other person as their customer in relation to such transaction.
Schroders and Cazenove & Co. have given and have not withdrawn their respective written consents to the issue of this document with the inclusion herein of references to their names and to their valuations in the form and context in which they respectively appear.
し
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