FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of December
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
10 December 2020
HSBC HOLDINGS PLC ANNOUNCES A PROPOSED OFFERING OF ADDITIONAL TIER
1 SECURITIES TO FINANCE THE REDEMPTION OF ITS US DOLLAR PREFERENCE
SHARES
HSBC Holdings plc (the 'Company', 'we' or 'us') announces a proposed offering (the
'Offering') of a series of US dollar-denominated perpetual
subordinated contingent convertible securities (the
'Securities'), subject to market
conditions.
Subject to the successful pricing of the Offering of the
Securities (which is expected to occur on 10 December 2020,
subject to market conditions), the Company intends to exercise its
right to redeem all of its 1,450,000 6.20% Non-Cumulative Dollar
Preference Shares, Series A (the 'Preference
Shares') represented by
American Depositary Shares, Series A (the 'ADSs') at a redemption price of US$1,000 per
Preference Share and US$25 per ADS, plus accrued and unpaid
dividends for the then-current dividend period to the redemption
date. The Company intends to use the net proceeds from the sale of
the Securities to redeem the Preference Shares and the ADSs, in
accordance with the terms and conditions of the Preference Shares
and the ADSs. Any of the net proceeds in excess of the redemption
amount will be used for general corporate purposes and to further
strengthen the Company's capital base pursuant to regulatory
requirements.
The Company has retained HSBC Securities (USA) Inc. as Sole
Structuring Adviser and Book-Running underwriter for the
Offering.
.....
The Offering is being made pursuant to an effective shelf
registration statement on Form F-3 filed with the Securities and
Exchange Commission (the 'SEC').
The Offering is being made solely by means of a prospectus
supplement and accompanying prospectus (together, the
'Prospectus')
which has been or will be filed with the SEC. You may obtain these
documents for free by visiting EDGAR on the SEC website
at www.sec.gov or
by writing or telephoning us at either of the following
addresses:
Group
Company Secretary
HSBC
Holdings plc
8
Canada Square
London
E14 5HQ
United
Kingdom
Tel:
+44 20 7991 8888
HSBC
Holdings plc
c/o
HSBC Bank USA, National Association
452
Fifth Avenue
New
York, New York, 10018
Attn:
Company Secretary
Tel:
+1 212 525 5000
The distribution of this communication and other information
referred to herein may be restricted by law and persons into whose
possession this communication or such other information comes
should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such
jurisdiction.
This communication does not constitute an offer to sell or a
solicitation of an offer to buy the Securities, nor shall there be
any sale of the Securities in any state or other jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction.
This communication shall not constitute a notice of redemption with
respect to the Preference Shares and the ADSs. A notice will be
published in due course, to the extent that the Company exercises
its redemption option.
This communication, the Prospectus and any other documents or
materials relating to the Offering are for distribution only to
persons who (i) have professional experience in matters relating to
investments and who fall within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the 'Financial Promotion
Order'), (ii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations etc.) of the Financial Promotion Order,
(iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as
'relevant
persons'). This communication,
the Prospectus and any other documents or materials relating to the
Offering are directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication, the
Prospectus and any other documents or materials relating to the
Offering relate is available only to relevant persons and will be
engaged in only with relevant persons.
The Securities are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some
jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of
securities such as the Securities to retail investors. In
particular, in June 2015, the FCA published the Product
Intervention (Contingent Convertible Instruments and Mutual Society
Shares) Instrument 2015, which set out certain rules and took
effect from 1 October 2015 (the 'PI Rules'). In addition, (i) on 1 January 2018, the
provisions of Regulation (EU) No 1286/2014 (as amended, the
'PRIIPs
Regulation') on key information
documents for packaged retail and insurance-based investment
products became directly applicable in all European Economic Area
('EEA') member states and the United Kingdom
('UK'), and (ii) MiFID II was required to be
implemented in EEA member states and the UK by 3 January 2018.
Together, the PI Rules, the PRIIPs Regulation and MiFID II are
referred to as the 'Regulations'.
The Regulations set out various obligations in relation to (i) the
manufacturing and distribution of financial instruments and (ii)
the offering, sale and distribution of packaged retail and
insurance-based investment products and certain contingent
write-down or convertible securities, such as the
Securities.
Potential investors should inform themselves of, and comply with,
any applicable laws, regulations or regulatory guidance with
respect to any resale of the Securities (or any beneficial
interests therein) including the Regulations.
The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA or in the UK. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU (as amended, 'MiFID II'); or (ii) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently, no key information document required by the
PRIIPs Regulation for offering or selling the Securities or
otherwise making them available to retail investors in the EEA or
in the UK has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs
Regulation.
Solely for the purposes of its obligations pursuant to Sections
309B(1)(a) and 309B(1)(c) of the Securities and Futures Act
(Chapter 289 of Singapore) (the 'SFA'), the Company has determined, and hereby
notifies all relevant persons (as defined in Section 309A of the
SFA) that the Securities are 'prescribed capital markets products'
(as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) and 'Excluded Investment
Products' (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
.....
Cautionary Statement Regarding Forward-Looking
Statements
In this communication the Company has made forward-looking
statements. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms
such as 'believes', 'expects', 'estimate', 'may', 'intends',
'plan', 'will', 'should', 'potential', 'reasonably possible' or
'anticipates' or the negative thereof or similar expressions, or by
discussions of strategy. We have based the forward-looking
statements on current expectations and projections about future
events. These forward-looking statements are subject to risks,
uncertainties and assumptions about us, as described under 'Risk
Factors' in the Prospectus. We undertake no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. In light of
these risks, uncertainties and assumptions, the forward-looking
events discussed herein might not occur. You are cautioned not to
place undue reliance on any forward-looking statements, which speak
only as of their dates.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825 investorrelations@hsbc.com
Media enquiries to:
Ankit
Patel
+44 (0) 20 7991
9813 ankit.patel@hsbc.com
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. HSBC serves customers worldwide from
offices in 64 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,956bn at 30
September 2020, HSBC is one of the world's largest banking and
financial services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
10 December 2020
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