Signature of a memorandum of understanding – .

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Signature of a memorandum of understanding – .


PARIS–(COMMERCIAL THREAD) –NOT FOR DISTRIBUTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR IN OR SINCE ANY JURISDICTION OR TO DO SO CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

HSBC Europe continentale (‘HBCE’) today signed a Memorandum of Understanding (‘MOU’) with Promontoria MMB SAS (‘My money group ‘), its subsidiary Banque des Caraïbes SA (the ‘Buyer‘) and My Money Bank (‘MMB‘), regarding the potential divestiture of HBCE’s retail banking business in France. My Money Group, MMB and the Buyer are under the control, directly or indirectly, of the funds and accounts managed or advised by Cerberus Capital Management LP

The potential sale includes: the retail banking activity in France of HBCE; the Credit Commercial de France (‘CCF‘) Mark; and, subject to satisfaction of the conditions, HBCE’s 3% stake in Crédit Logement, its 100% stake in HSBC SFH (France) (‘HSFH‘), and the transfer of rights and obligations under the covered bond program upon completion (together, the’Business‘) (the ‘Potential transaction‘). The potential sale is structured in such a way that it can continue even if the conditions for transferring HSBC SFH and / or the 3% stake in Crédit Logement are not met.

The signing of the MOU has been approved by the boards of directors of HBCE, My Money Group and the Buyer. The Board of Directors of HSBC SFH (France) (‘HSFH’) has been informed of the potential Transaction.

The Memorandum of Understanding records the state of negotiations between the parties and defines the process for informing and consulting HBCE and the Purchaser with their respective works councils, which will begin shortly. It also contains exclusivity commitments made by the parties.

Under the proposed terms of the Potential Transaction, HBCE and the Buyer have agreed to take certain steps to manage the Company’s net asset position to be delivered upon closing of the Potential Transaction (‘Closing‘). This includes HBCE taking steps for HSFH (or a similar vehicle) to issue covered bonds (of which up to € 2.0 billion can be self-funded by HBCE).

The Potential Transaction is structured so that the parties can proceed with the Closing even if the relevant conditions to transfer HSFH are not met. In these circumstances, the parties would put in place agreements reproducing for HBCE the economic aspects which would apply if the relevant conditions were met. If the parties were to proceed with the Closing without the HSFH transfer condition being met, there would be deferred transfers to the Buyer of certain home loans that would otherwise fall under the potential Transaction, and HBCE will continue to do so. comply with its obligations. as part of the covered bond program. Likewise, if the arrangements agreed by the parties to manage the Company’s equity are implemented while the condition for the sale of HSFH is not fulfilled, the amount of mortgage loans which did not initially enter into the framework of the Potential Operation may be increased.

The potential transaction would be subject to the approval of relevant financial, government and regulatory approvals. Approvals would also be required in connection with the transfer of interests in HSFH. However, as noted above, the potential transaction would continue even if these approvals were not obtained.

The potential Transaction is expected to close in the first half of 2023.

Note to editors:

1. HSBC Holdings plc

HSBC Holdings plc, the parent company of HSBC, is headquartered in London. HSBC serves customers around the world from offices in 64 countries and territories in its geographic regions: Europe, Asia, North America, Latin America, Middle East and North Africa. With assets of US $ 2,984 billion as of December 31, 2020, HSBC is one of the world’s largest banking and financial services organizations.

2. HSBC Europe continentale

HSBC Continental Europe is a subsidiary of HSBC Holdings plc. HSBC Continental Europe is headquartered in Paris. HSBC Continental Europe includes, in addition to its banking activities in France, the activities of 10 European branches (Belgium, Spain, Greece, Ireland, Italy, Luxembourg, Netherlands, Poland, Czech Republic and Sweden). HSBC Continental Europe’s mission is to serve customers in Continental Europe for their needs around the world and customers in other Group countries for their needs in Continental Europe..

3. HSBC SFH (France)

HSBC SFH (France) is a financing vehicle used by HSBC Continental Europe for the issuance of covered bonds backed by mortgage loans issued by HSBC Continental Europe.

4. Housing loan

Crédit Logement operates as a provider of mortgage loan guarantees on the French market.

5. Caribbean Bank

Caribbean Bank (‘BdC ‘) is a universal bank regulated by the ACPR, and currently operates in the French Caribbean under the aegis of My Money Group. BdC is ultimately controlled by funds and accounts managed or advised by Cerberus Capital Management LP. The main activity of the Purchaser is retail and commercial banking services.

6. Promontoria MMB

Promontoria MMB is a financial holding company of My Money Group and is regulated by the ACPR. It holds majority stakes in particular in the Caribbean Bank and My Money Bank.

7. My money bank

My Money Bank is a bank regulated by the ACPR and currently operates in mainland France under the aegis of My Money Group. MMB is ultimately controlled by funds and accounts managed or advised by Cerberus Capital Management LP. The main activity of My Money Bank is debt consolidation and commercial real estate.

8. Lazard & Co., Limited

Lazard & Co., Limited, which is authorized and regulated by the Financial Conduct Authority in the United Kingdom, and Lazard Frères SAS (together “Lazard”) act exclusively for HSBC Continental Europe and for no one else in connection with the Transaction potential and will not be liable to anyone other than HSBC Continental Europe for providing the protections offered to their clients or for providing advice in connection with the potential Transaction. Neither Lazard nor any of their respective affiliates shall or accept any duty, liability or liability (direct or indirect, contractual, tort, statutory or otherwise) to any person who is not a customer of Lazard in the framework document, any statement contained herein, the potential Transaction or otherwise.

This announcement contains certain forward-looking statements concerning the financial condition, results of operations and activities of the group. Statements that are not historical facts, including statements about the beliefs and expectations of the group, are forward-looking statements. Words such as “expect”, “estimates”, “potential” and “reasonably possible”, variations of these words and similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections and, therefore, should not be placed undue reliance on them. Forward-looking statements speak only as of the date on which they are made. HSBC Continental Europe does not undertake to revise or update any forward-looking statements to reflect events or circumstances occurring or existing after the date of any forward-looking statement. Forward-looking statements involve inherent risks and uncertainties. Readers are cautioned that a number of factors could cause actual results to differ, in some cases materially, from those anticipated or implied in the forward-looking statements.

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