Announcement of Final Tender Results in respect of The Hongkong and Shanghai Banking Corporation Limited's Invitation to Noteholders of the U.S.$1,000,000,000 Fixed Rate Reset Guaranteed Exchangeable Subordinated Callable Notes due 2041 (Regulation S ISIN USG7306BAA29 and Rule 144A ISIN US74734PAA03) issued by QBE Capital Funding III Limited (the Notes) and guaranteed on a subordinated basis by QBE Insurance Group Limited (the Company)

HONG KONG, June 23, 2016 /PRNewswire/ -- The Hongkong and Shanghai Banking Corporation Limited (the Offeror) announces today the final results of the previously announced invitation to holders of the outstanding Notes (Noteholders) to tender such Notes for purchase by the Offeror for cash up to an aggregate nominal amount of U.S.$600,000,000 (the Maximum Acceptance Amount), subject to the satisfaction of the conditions described in the tender offer memorandum dated 25 May 2016 (the Tender Offer Memorandum) prepared by the Offeror (each such invitation, an Offer). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offeror wishes to announce that as at 11:59 p.m. (New York City Time) on 22 June 2016 (the Expiration Deadline) U.S.$5,200,000 in aggregate principal amount of the Notes have been validly tendered after the Early Tender Deadline and at or prior to the Expiration Deadline.

Noteholders validly tendering their Notes after the Early Tender Deadline and at or prior to the Expiration Deadline will receive on the Final Settlement Date the Purchase Price, being U.S.$1,098.57 per U.S.$1,000 principal amount of Notes validly tendered and accepted for purchase.  The Final Settlement Date is expected to be 23 June 2016.

In respect of any Notes accepted for purchase after the Early Tender Deadline and at or prior to the Expiration Deadline, the Offeror will also pay accrued and unpaid interest on the Notes from (and including) the immediately preceding interest payment date for the Notes to (but excluding) the Final Settlement Date.

The following table sets forth the aggregate nominal amount of Notes to be accepted for purchase on the Final Settlement Date, the pro rata factor (if any) and the Purchase Price.

The Hongkong and Shanghai Banking Corporation Limited, Morgan Stanley & Co. LLC and National Australia Bank Limited are acting as Dealer Managers and D.F. King & Co., Inc. is acting as Tender Agent.

Further Information

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers:

Questions and requests for assistance in connection with the tender of Notes including requests for a copy of the Tender Offer Memorandum may be directed to the Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers, the Tender Agent and the Company to inform themselves about, and to observe, any such restrictions.

Media Contact: D.F. King & Co., Inc., 212-269-5550

SOURCE The Hongkong and Shanghai Banking Corporation Limited