Subsid's Acqn of Interest

HSBC Holdings PLC 12 December 2001 The following is the text of an advertisement which appeared in the Hong Kong press today. Completion of the transaction is also dependent on the prior consultation and advice of the CCF Works Council. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Purchase of 25.1% of the capital of Financiere Groupe Dewaay SA - Connected Transaction A subsidiary of HSBC Holdings plc has agreed to acquire 25.1% of the capital of Financiere Groupe Dewaay SA for Euro 68.75 million (approximately HKD478 million) Credit Commercial de France SA ('CCF'), a subsidiary of HSBC Holdings plc, has agreed to acquire 25.1% of the share capital of Financiere Groupe Dewaay SA ('Dewaay') from Finanpar Luxembourg SARL ('Finanpar'). Dewaay owns 100% of Banque Dewaay, a private bank based in Belgium whose main activities are brokerage, fund and wealth management. CCF Holding Suisse SA, a subsidiary of CCF, currently owns 74.9% of the share capital of Dewaay. This acquisition will increase CCF's interest in Dewaay from 74.9% to 100%. The acquisition price will be Euro 4.566 (approximately HKD31.746) per share. Finanpar is a corporate director of Dewaay represented on the Dewaay board of directors by Mr Henri Servais, Mr Michel Bragard and Mr Andre Beier, who together also have an interest in 61% of Finanpar's share capital. As the total consideration amount is within the de-minimis exemption in respect of connected transactions under Rule 14.25(1) of the Listing Rules, details of the purchase of 25.1% of the share capital of Dewaay will be included in the Company's next published annual report and accounts in accordance with Rule 14.25(1)(A) to (D) of the Listing Rules. Agreement 22 November 2001. date: Completion Completion is subject to the approval of Belgian Banking date: Regulatory Authorities which is expected before the end of 2001. Vendors: Finanpar, which is a corporate director of Dewaay (represented by Mr Henri Servais, Mr Michel Bragard and Mr Andre Beier who have a 61% interest in Finanpar's share capital). Purchaser: CCF - a subsidiary of HSBC Holdings plc. Assets to be 25.1% of the share capital of Dewaay. acquired: Consideration: Euro 68.75 million (approximately HKD478 million) payable in cash. This was negotiated on an arms-length basis, based on earnings and funds under management of Dewaay. Payment terms: Payment will be made in cash on completion. For and on behalf of HSBC Holdings plc R G Barber Group Company Secretary 12 December 2001 HSBC Holdings plc Incorporated in England with limited liablility. Registered in England : number 617987 Registered Office and Group Head Office : 10 Lower Thames Street, London EC3R 6AE, United Kingdom
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