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Bank of China (Hong Kong) Limited announces Tender Offer to Purchase for Cash Any and All of the U.S.$2,500,000,000 5.55 per cent. Subordinated Notes due 2020 (Rule 144A CUSIP:061199 AA3, Rule 144A ISIN: US061199AA35, Regulation S CUSIP: Y1391C AJ0 and Regulation S ISIN: USY1391CAJ00)

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Bank of China (Hong Kong) Limited announces Tender Offer to Purchase for Cash Any and All of the U.S.$2,500,000,000 5.55 per cent. Subordinated Notes due 2020 (Rule 144A CUSIP:061199 AA3, Rule 144A ISIN: US061199AA35, Regulation S CUSIP: Y1391C AJ0 and Regulation S ISIN: USY1391CAJ00)

PR Newswire

HONG KONG, Aug. 30, 2018 /PRNewswire/ -- Bank of China (Hong Kong) Limited (the "Company") hereby announces that it has commenced a tender offer (the "Offer") to purchase for cash any and all of the U.S.$2,500,000,000 5.55 per cent. Subordinated Notes due 2020 (the "Notes") validly tendered (and not validly withdrawn) by holders and accepted for purchase, each on the terms and conditions set forth in the tender offer memorandum dated 30 August 2018 (the "Tender Offer Memorandum").

Summary of the Offer

The Offer has commenced today and will expire on 5:00 p.m. New York Time on 11 September 2018, unless the period for the Offer is extended or re-opened, revoked or terminated (the "Expiration Time").

Holders who validly tender and do not validly withdraw their Notes and whose Notes are accepted for purchase by the Company pursuant to the Offer will receive a cash payment representing (i) a purchase price to be determined on 11 September 2018 in accordance with the Tender Offer Memorandum (the "Tender Consideration") and (ii) any accrued and unpaid interest from the immediately preceding interest payment date up to, but excluding, 14 September 2018 (unless such date is extended) (the "Accrued Interest"). The Tender Consideration and Accrued Interest will be payable on 14 September 2018, unless extended.

The Offer is conditional on certain conditions, including the Company having priced, at or prior to the Expiration Time, a concurrent offering and issue of U.S. dollar-denominated undated non-cumulative subordinated additional Tier 1 capital securities (the "Capital Securities") under its U.S.$15,000,000,000 Medium Term Note Programme on terms and conditions satisfactory to the Company in its reasonable judgement, including but not limited to, the amount of net proceeds raised in the proposed offering and issuance being sufficient to fund the aggregate Tender Consideration and aggregate Accrued Interest payable by the Company for Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Offer (the "Financing Condition"), such Financing Condition having been satisfied or waived by the Company at or prior to the Expiration Time.

The Offer is conditional on certain conditions and subject to applicable laws and limitations, each described in the Tender Offer Memorandum. The Company expressly reserves the right to amend, extend or, to the extent the conditions described therein are not satisfied or waived, terminate the Offer at any time at or prior to the Expiration Time.

Further Details

The terms of the Tender Offer are more fully described in the Tender Offer Memorandum. For additional information regarding the conditions of the Tender Offer, please refer to the Tender Offer Memorandum and its related documents.

The Company has appointed Citigroup Global Markets Limited and Goldman Sachs (Asia) L.L.C. as the Dealer Managers and D.F. King Limited as the Information and Tender Agent with respect to the Tender Offer.

Copies of the Tender Offer Memorandum and its related documents may be found on the website of Tender Offer or may be requested from the Information and Tender Agent at:

Phone (London):

Phone (Hong Kong):

Phone (New York):

+44 20 7920 9700

+852 3953 7231

+1 212 269-5550

Email:

bochk@dfkingltd.com

Website:

https://sites.dfkingltd.com/bochk/

Any questions or requests for assistance concerning the Tender Offer may be directed to the Dealer Managers at:

Citigroup Global Markets Limited


Address:

Canada Square, Canary Wharf, London E14 5LB, United Kingdom

Phone:

+852 2501 2693 (Hong Kong) / +44 20 7986 9000 (London) / +1 212 723 6106 (New York)

Fax:

+44 20 7986 1842

Email:

liabilitymanagement.asia@citi.com



Goldman Sachs (Asia) L.L.C.


Address:

68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong

Phone:

+852 2978 2519 (Hong Kong)

+44 20 7051 9460 (London)

+1 212 902 8015 (New York)

Fax:

+852 2978 0440

Email:

aej_syndicate@gs.com

Important Information

Capitalised terms used and not defined herein have the meanings ascribed to them in the Tender Offer Memorandum.

This press release is neither an offer to purchase nor a solicitation to buy any Notes nor is it a solicitation for acceptance of the Offer. The Company is making the Offer only by, and pursuant to the terms of, the Tender Offer Memorandum. The Offer is not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release must be read in conjunction with the Tender Offer Memorandum. None of the Dealer Managers, the Information and Tender Agent, the Trustee or the Company makes any recommendation as to whether the holders should tender Notes or participate in the Offer.

Cision View original content:http://www.prnewswire.com/news-releases/bank-of-china-hong-kong-limited-announces-tender-offer-to-purchase-for-cash-any-and-all-of-the-us2-500-000-000-5-55-per-cent-subordinated-notes-due-2020-rule-144a-cusip061199-aa3--rule-144a-isin-us061199aa35--regulation-s-300704695.html

SOURCE Bank of China (Hong Kong) Limited

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