TNAG-2474-FCO40-3604-Business-matters-in-Hong-Kong-acquisition-of-Midland-Bank-by-1992 — Page 60

(i)

(i)

(k)

(1)

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6.

Schroders is acting for HSBC Holdings in relation to the transaction described in this document and is not acting for any other person in relation to such transaction. Schroders will not be responsible to any such person for providing protections afforded to its customers or advising any such person on such transaction. The contents of this document, for which the Directors of HSBC Holdings and the directors of Midland are responsible on the basis stated in paragraph 1 of this Appendix II, have been approved by Schroders, a member of the Securities and Futures Authority Limited, for the purposes of section 57 of the Financial Services Act 1986.

This document is issued to Midland shareholders with registered addresses in Hong Kong by Schroders Asia Limited. This document is sent to Midland shareholders with registered addresses in Japan by Schroder Securities (Japan) Limited, Tokyo Branch.

If sufficient acceptances are received, HSBC Holdings intends to apply the provisions of sections 428 to 430F of the Companies Act 1985 to acquire compulsorily any outstanding Midland shares.

Save as disclosed herein or in the Supplementary Listing Particulars, as at 8 June 1992 (the latest practicable date prior to the printing of this document) the Directors of HSBC Holdings and the directors of Midland were not aware of any material change in the information contained in the Original Offer Document or the Listing Particulars for which they were respectively responsible.

Schroders is satisfied that the necessary financial resources are available to HSBC Holdings sufficient for it to satisfy in full the cash payable by it under the Final Offer. No payment of interest on, repayment of or security for any liability (contingent or otherwise) in relation to such financial resources will depend to any significant extent on the business of Midland. Full acceptance of the Final Offer (assuming full exercise of all share options and full acceptance of the Cash Election) would result in the payment of approximately £448 million in cash.

Documents available for inspection

A list of the documents available for inspection, together with details of where and when they may be inspected, is set out in paragraph 8 of Part IV of the Supplementary Listing Particulars.

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