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In particular, in June 2015, the Financial Conduct Authority (the FCA) published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015, which set out certain rules and took effect from October 1, 2015 (the PI Rules). In addition, (i) on January 1, 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 EEA member states and the UK, and (ii) MiFID II was required to be
implemented in EEA member states and the UK by January 3, 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.
HSBC Holdings (together with its subsidiary undertakings, HSBC), and some or all of the underwriters are required to comply with the Regulations.
By purchasing, or making or accepting an offer to purchase (including by an indication of interest), any Securities (or a beneficial interest in such Securities) from HSBC and/or any underwriter, each prospective investor represents, warrants,
agrees with and undertakes to HSBC and its affiliates and each of the underwriters and their affiliates that: (1) it is not a retail investor in the EEA or the UK; (2) it will not (A) sell, offer or recommend the Securities (or any
beneficial interest therein) or otherwise make them available to retail investors in the EEA or in the UK, or (B) communicate (including the distribution any related prospectus or prospectus supplement) or approve an invitation or inducement to
participate in, acquire or underwrite the Securities (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail investor in the EEA or in the
UK; (3) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA or the UK) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial
interests therein), including (without limitation) any such applicable laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interests therein)
by investors in any relevant jurisdiction, having regard to the target market assessment for
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