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
March
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-
).
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
On 23
March 2018 (the "
Issue
Date
"), HSBC Holdings plc (the "
Company
") intends to issue the following
Perpetual Subordinated Contingent Convertible
Securities:
-
US$2,250,000,000 6.250% Perpetual Subordinated Contingent
Convertible Securities (Callable 23 March 2023 and Every Five Years
Thereafter) (or up to US$2,475,000,000 if the over-allotment option
is exercised in full) (ISIN US404280BN80) (the "
2023
Securities
"); and
-
US$1,750,000,000 6.500% Perpetual Subordinated Contingent
Convertible Securities (Callable 23 March 2028 and Every Five Years
Thereafter) (or up to US$1,925,000,000 if the over-allotment option
is exercised in full) (ISIN US404280BP39) (the "
2028
Securities
" and, together with the 2023
Securities, the "
Securities
").
The
Securities are expected to be admitted to the Official List and to
trading on the Global Exchange Market (the "
GEM
") of The Irish Stock Exchange plc
(the "
Irish Stock Exchange
")
within 30 days of the Issue Date. The denominations of the
Securities will be US$200,000 and integral multiples of US$1,000 in
excess thereof.
The
Securities are issued pursuant to an indenture dated 1 August 2014
(as supplemented and amended from time to time), as supplemented
and amended by a sixth supplemental indenture, with respect to the
2023 Securities (the "
2023
Securities Indenture
"), and a seventh supplemental
indenture, with respect to the 2028 Securities (the "
2028 Securities Indenture
"), both of
which are expected to be entered into on the Issue Date. The
Company has filed with the Securities and Exchange Commission (the
"
SEC
") a registration
statement on Form F-3 (filed on 23 February 2018), which includes a
prospectus dated 23 February 2018 (the "
Base Prospectus
"), and a prospectus
supplement dated 19 March 2018 (the "
Prospectus Supplement
") in connection
with the offering of the Securities. Descriptions of the terms of
the Securities are qualified in their entirety by the Base
Prospectus and the Prospectus Supplement, each of which is
available on the SEC's website at
http://www.sec.gov
.
Subscription
Placing agents
2023 Securities:
|
HSBC
Securities (USA) Inc. (the "
2023
Securities Sole Structuring Adviser and Book Running
Manager
")
|
|
|
|
ABN
AMRO Securities (USA) LLC
BBVA
Securities Inc.
CIBC
World Markets Corp.
Commerz
Markets LLC
Danske
Markets Inc.
Imperial
Capital, LLC
ING
Financial Markets LLC
Merrill
Lynch, Pierce, Fenner & Smith Incorporated
Morgan
Stanley & Co. LLC
Natixis
Securities Americas LLC
Santander
Investment Securities Inc.
UniCredit
Capital Markets LLC
(together
with the 2023 Securities Sole Structuring Adviser and Book Running
Manager, the "
2023 Securities
Managers
")
|
|
|
2028 Securities:
|
HSBC
Securities (USA) Inc. (the "
2028
Securities Sole Structuring Adviser and Book Running
Manager
", and together with
the 2023 Securities Sole Structuring Adviser and Book Running
Manager, the "
Securities Sole
Structuring Adviser and Book-Running Manager
")
|
|
|
|
ABN
AMRO Securities (USA) LLC
BBVA
Securities Inc.
CIBC
World Markets Corp.
Commerz
Markets LLC
Danske
Markets Inc.
Imperial
Capital, LLC
ING
Financial Markets LLC
KBC
Securities USA LLC
Merrill
Lynch, Pierce, Fenner & Smith Incorporated
Morgan
Stanley & Co. LLC
Natixis
Securities Americas LLC
Santander
Investment Securities Inc.
UniCredit
Capital Markets LLC
(together
with the 2028 Securities Sole Structuring Adviser and Book Running
Manager, the "
2028 Securities
Managers
", and together with the 2023 Securities Manager,
the "
Securities
Managers
")
|
|
|
Securities Terms Agreement
The
Company and the Securities Sole Structuring Adviser and
Book-Running Manager (on behalf of the Securities Managers) have
entered into a Terms Agreement (which incorporates by reference an
Underwriting Agreement - Standard Provisions) dated as of 19 March
2018 in relation to the Securities (the "
Securities
Terms Agreement
"). Pursuant to the
Securities Terms Agreement and subject to fulfilment of the
conditions set out below in the section headed "Conditions
precedent to the purchase", the Securities Managers have agreed
severally and not jointly to purchase the respective amounts of
Securities set forth in Schedule II of the Securities Terms
Agreement, to be issued by the Company on the Issue Date in an
aggregate principal amount of US$2,250,000,000, with respect to the
2023 Securities, and US$1,750,000,000, with respect to the 2028
Securities.
The
Company has agreed to grant the Sole Structuring Adviser and Book
Running Manager, on behalf of the Securities Managers, an option to
purchase up to an additional US$225,000,000 principal amount, with
respect to the 2023 Securities, and an additional US$175,000,000
principal amount, with respect to the 2028 Securities (representing
an increase of up to 10% of the aggregate principal amount) of
Securities (together, the "
Over-allotment Securities
") at the
public offering price solely to cover over-allotments, if any. This
over-allotment option is exercisable, at the discretion of the Sole
Structuring Adviser and Book Running Manager, on behalf of the
Securities Managers, once only, in whole or in part, prior to the
Issue Date. If any Over-allotment Securities are purchased, the
Securities Managers will severally purchase such Over-allotment
Securities in approximately the same proportion as set forth in
Schedule II of the Securities Terms Agreement. Over-allotment
Securities issued or sold under the option will be issued and sold
on the same terms and conditions as the Securities.
Conditions precedent to the purchase
The
Securities Managers' obligations to purchase and pay for the
Securities on the Issue Date are subject to the satisfaction of a
number of conditions as of the time of payment of the Securities
(the "
Closing Time
"),
including:
(a) the
absence of any stop order suspending the effectiveness of the
Company's registration statement on Form F-3 (or pending or
contemplated proceeding for such purpose);
(b) the
absence of any material adverse change in the financial condition,
earnings or general affairs of the Company and its
subsidiaries;
(c) the
Company's compliance in all material respects with all agreements,
and satisfaction of all conditions, pursuant to the Securities
Terms Agreement and the Securities Indentures;
(d) the
accuracy in all material respects of the representations and
warranties of the Company contained in the Securities Terms
Agreement as of the Closing Time;
(e) the
absence of a downgrade in the rating accorded to the Securities by
certain rating agencies;
(f) the
absence of any change in United States ("
US
") or United Kingdom ("
UK
") taxation directly and materially
adversely affecting US purchasers of the Securities or the
imposition of exchange controls by the US or the UK directly and
materially affecting the Company's ability to pay interest or
dividends in US dollars; and
(g) the
timely filing of certain required disclosure documents with the
SEC.
|
Subscribers
The
Company intends to offer and sell the Securities to no less than
six independent placees (who will be independent individual,
corporate and/or institutional investors). To the best of the
knowledge of the directors of the Company, information and belief,
save as described in the immediately following sentence, each of
the placees (and their respective ultimate beneficial owners) will
be third parties independent of the Company and are not connected
with the Company and its connected persons (as defined in the Rules
Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the "
SEHK
")
(the "
Hong Kong Listing
Rules
")). Pursuant to a waiver granted by the SEHK from
strict compliance with certain requirements of the Hong Kong
Listing Rules (which waiver is described in an announcement by the
Company dated 10 January 2017 and which is available on the
Company's website), the Sole Structuring Adviser and Book Running
Manager and HSBC Bank plc may hold Securities from time to time for
the purposes of market-making transactions.
Principal terms of the Securities
The
principal terms of the Securities are summarised as
follows:
As used in this section, (i) the "Securities" means either the 2023
Securities or the 2028 Securities, as applicable, (ii) a "Reset
Date" means either a 2023 Securities Reset Date or a 2028
Securities Reset Date, as applicable, and (iii) the "Securities
Indenture" means either the 2023 Securities Indenture or the 2028
Securities Indenture, as applicable.
Issuer
|
|
The
Company
|
|
|
|
Aggregate principal amount
|
|
US$2,250,000,000
(or up to US$2,475,000,000 if the Securities Managers'
over-allotment option is exercised in full), with respect to the
2023 Securities.
US$1,750,000,000
(or up to US$1,925,000,000 if the Securities Managers'
over-allotment option is exercised in full), with respect to the
2028 Securities.
|
|
|
|
Maturity date
|
|
Perpetual
|
|
|
|
Issue price
|
|
100% of
the aggregate principal amount
|
|
|
|
Interest
|
|
Interest
on the 2023 Securities will be a rate per annum equal to (i)
6.250%, from (and including) the Issue Date to (but excluding) 23
March 2023 and (ii) the sum of the applicable Mid-Market Swap Rate
on the relevant Reset Determination Date and 3.453%, from (and
including) each 2023 Securities Reset Date to (but excluding) the
next following 2023 Securities Reset Date.
Interest
on the 2028 Securities will be a rate per annum equal to (i)
6.500%, from (and including) the Issue Date to (but excluding) 23
March 2028 and (ii) the sum of the applicable Mid-Market Swap Rate
on the relevant Reset Determination Date and 3.606%, from (and
including) each 2028 Securities Reset Date to (but excluding) the
next following 2028 Securities Reset Date.
The
"
Mid-Market Swap Rate
" means
the Mid-Market Swap Rate Quotation that appears on Bloomberg page
"ISDA 01" (or such other page as may replace such page on Bloomberg
or such other information service, in each case, as may be
nominated by the person providing or sponsoring the information
appearing on such page for purposes of displaying comparable rates)
(the "
relevant screen page
")
as of approximately 11:00 am (New York time) on the relevant Reset
Determination Date, all as determined by the calculation
agent.
If no
such rate appears on the relevant screen page for a five-year term,
then the Mid-Market Swap Rate will be determined through the use of
straight-line interpolation by reference to two rates, one of which
will be determined in accordance with the above provisions, but as
if the relevant Reset Period were the period of time for which
rates are available next shorter than the length of the actual
Reset Period and the other of which will be determined in
accordance with the above provisions, but as if the relevant Reset
Period were the period of time for which rates are available next
longer than the length of the actual Reset Period.
If on
any Reset Determination Date the relevant screen page is not
available or the Mid-Market Swap Rate does not appear on the
relevant screen page, the calculation agent will request the
principal office in New York of four major banks in the swap,
money, securities or other market most closely connected with the
relevant Mid-Market Swap Rate (as selected by the Company on the
advice of an investment bank of international repute) (the
"
Reference Banks
") to
provide it with its Mid-Market Swap Rate Quotation as of
approximately 11:00 a.m. (New York time) on the relevant Reset
Determination Date. If two or more of the Reference Banks provide
the calculation agent with Mid-Market Swap Rate Quotations, the
interest rate for the relevant Reset Period will be the sum of
3.453%, with respect to the 2023 Securities, or 3.606%, with
respect to the 2028 Securities, and the arithmetic mean (rounded,
if necessary, to the nearest 0.001% (0.0005% being rounded
upwards)) of the relevant Mid-Market Swap Rate Quotations, as
determined by the calculation agent. If only one or none of the
Reference Banks provides the calculation agent with a Mid-Market
Swap Rate Quotation, the interest will be determined to be the rate
of interest as of the last preceding Reset Date or, in the case of
the initial Reset Determination Date, 6.250%, with respect to the
2023 Securities, or 6.500%, with respect to the 2028
Securities.
The
"
Mid-Market Swap Rate
Quotation
" means a quotation (expressed as a
percentage rate per annum) for the mean of the bid and offered
rates for the fixed leg payable semi-annually (calculated on the
basis of twelve 30-day months or, in the case of an incomplete
month, the actual number of days elapsed, in each case assuming a
360-day year) of a fixed-for-floating interest rate swap
transaction in US dollars which transaction (i) has a five-year
term commencing on the relevant Reset Date, (ii) is in an amount
that is representative for a single transaction in the US dollar
swap rate market at 11:00 a.m. (New York time) with an acknowledged
dealer of good credit in the swap market and (iii) has a floating
leg based on six-month LIBOR (calculated on the basis of twelve
30-day months or, in the case of an incomplete month, the actual
number of days elapsed, in each case assuming a 360-day year);
provided that if (a) the Company determines that LIBOR has ceased
to be calculated or administered and (b) the Independent Financial
Adviser, or, if the Company is unable to appoint the Independent
Financial Adviser, the Company (acting in good faith and a
commercially reasonable manner), determines that another rate has
replaced LIBOR in customary market usage for setting rates
comparable to the Mid-Market Swap Rate (the "
Alternative Base Rate
"), then the
Mid-Market Swap Rate Quotation will be the quotation for the mean
of bid and offered rates determined as provided above but as if the
reference to LIBOR was a reference to the Alternative Base Rate and
with such adjustments (if any) as may in the Company's
determination (after consultation with the Independent Financial
Adviser if appointed as provided for above) be necessary to take
account of any adjustment factor to make such rates comparable to
rates quoted on the basis of LIBOR; provided further that if the
determination of the Alternative Base Rate occurs less than five
business days prior to the relevant Reset Determination Date, the
rate of interest will be as of the last preceding Reset Date or, in
the case of the initial Reset Determination Date, 6.250%, with
respect to the 2023 Securities, or 6.500%, with respect to the 2028
Securities.
The
Company will promptly give notice of the determination of the
Alternative Base Rate and any adjustment factors to the trustee,
the paying agent, the calculation agent and the
securityholders.
By its
acquisition of the Securities, each securityholder (which, for
these purposes, includes each beneficial owner) will acknowledge,
accept, consent and agree to be bound by the Independent Financial
Adviser's or the Company's determination of the Alternative Base
Rate and any adjustment factors applied thereto, including as may
occur without any prior notice from the Company and without the
need for the Company to obtain any further consent from such
securityholder.
"
LIBOR
"
means the interest rate benchmark known as the London interbank
offered rate, which is calculated and published by a designated
distributor (currently Thomson Reuters) in accordance with the
requirements from time to time of ICE Benchmark Administration
Limited (or any other person which takes over the administration of
that rate) based on estimated interbank borrowing rate for US
dollars that is provided by a panel of contributor
banks.
An
"
Independent Financial
Adviser
" means an independent financial institution of
international repute or other independent financial adviser
experienced in the international capital markets, in each case
appointed by the Company at its own expense.
|
|
|
|
Reset date, reset determination date & reset
period
|
|
With
respect to the 2023 Securities, 23 March 2023, and each fifth
anniversary date thereafter (each, a "
2023 Securities Reset
Date
").
With
respect to the 2028 Securities, 23 March 2028, and each fifth
anniversary date thereafter (each, a "
2028 Securities Reset
Date
").
The
"
Reset Determination Dates
"
shall be the second business day immediately preceding a Reset
Date.
Each
period from (and including) a Reset Date to (but excluding) the
following Reset Date shall be a "
Reset Period
".
|
|
|
|
Interest payment dates
|
|
With
respect to the 2023 Securities, semi-annual on each 23 March and 23
September, commencing 23 September 2018, subject to cancellation or
deemed cancellation as described in the Prospectus
Supplement.
With
respect to the 2028 Securities, semi-annual on each 23 March and 23
September, commencing 23 September 2018, subject to cancellation or
deemed cancellation as described in the Prospectus
Supplement.
|
|
|
|
Interest cancellation
|
|
The
Company will have sole and absolute discretion at all times and for
any reason to cancel (in whole or in part) any interest payment
that would otherwise be payable on any interest payment date. In
addition, the terms of the Securities restrict the Company from
making interest payments in certain circumstances, including where
the Company's distributable items or the maximum distributable
amount is exceeded or the Company would not be solvent at the time
of such interest payment or the Relevant Regulator orders the
Company to cancel (in whole or in part) the interest otherwise
payable on such interest payment date, in which case the interest
payment will be deemed to have been cancelled.
|
|
|
|
Automatic conversion
|
|
If a
Capital Adequacy Trigger Event occurs, then an Automatic Conversion
will occur without delay (but no later than one month following the
date on which it is determined such Capital Adequacy Trigger Event
has occurred).
An
"
Automatic Conversion
" is
the irrevocable and automatic release of all of the Company's
obligations under the Securities in consideration of the Company's
issuance of the Conversion Shares to the Conversion Shares
Depository (or to the relevant recipient in accordance with the
terms of the Securities) (on behalf of the securityholders) on the
date on which the Automatic Conversion will take place, or has
taken place, as applicable (such date, the "
Conversion Date
"), all in accordance
with the terms of the 2023 Securities and the 2023 Securities
Indenture, or the 2028 Securities and the 2028 Securities
Indenture, as applicable.
After a
Capital Adequacy Trigger Event, subject to certain conditions, the
Company expects the Conversion Shares Depository to deliver to the
securityholders on the settlement date (as determined pursuant to
the terms of the Securities Indenture) either (i) Conversion Shares
or (ii) if the Company elects, in its sole and absolute discretion,
that a Conversion Shares Offer be made, the Conversion Shares Offer
Consideration.
"
Conversion
Shares Depository
" means a financial institution, trust
company, depository entity, nominee entity or similar entity to be
appointed by the Company on or prior to any date when a function
ascribed to the Conversion Shares Depository in the Securities
Indenture, is required to be performed, to perform such functions
and which, as a condition of such appointment, such entity will be
required to undertake, for the benefit of the securityholders, to
hold the Conversion Shares (and any Conversion Shares Offer
Consideration) on behalf of such securityholders in one or more
segregated accounts, unless otherwise required for the purposes of
the Conversion Shares Offer and, in any event, on terms consistent
with the Securities Indenture.
|
|
|
|
Conversion shares & conversion price
|
|
"
Conversion
Shares
" means the Company's ordinary shares (the
"
Ordinary Shares
") to be
issued to the Conversion Shares Depository (or to the relevant
recipient in accordance with the terms of the Securities) following
an Automatic Conversion, which Ordinary Shares will be in such
number as is determined by dividing the aggregate principal amount
of the Securities outstanding immediately prior to the Conversion
Date by the Conversion Price rounded down, if necessary, to the
nearest whole number of Ordinary Shares.
The
"
Conversion Price
" is fixed
initially at US$3.7881
and is subject to certain
anti-dilution adjustments as described below.
Assuming
that there is no adjustment to the Conversion Price, the maximum
number of Ordinary Shares that may be issued upon an Automatic
Conversion of the 2023 Securities is 593,965,312
(or up to 653,361,843 Ordinary
Shares if the Securities Managers' over-allotment option is
exercised in full).
Assuming
that there is no adjustment to the Conversion Price, the maximum
number of Ordinary Shares that may be issued upon an Automatic
Conversion of the 2028 Securities is 461,973,020
(or up to 508,170,322 Ordinary
Shares if the Securities Managers' over-allotment option is
exercised in full).
|
|
|
|
Ranking of conversion shares:
|
|
The
Conversion Shares issued following an Automatic Conversion will in
all respects rank
pari
passu
with the fully paid Ordinary Shares in issue on the
Conversion Date, except in any such case for any right excluded by
mandatory provisions of applicable law, and except that the
Conversion Shares so issued will not rank for (or, as the case may
be, the relevant securityholder will not be entitled to receive)
any rights, distributions or payments, the entitlement to which
falls prior to the Conversion Date.
|
|
|
|
Capital adequacy trigger event
|
|
A
"
Capital Adequacy Trigger
Event
" will occur if at any time the End-point CET1 Ratio is
less than 7.0%. Whether a Capital Adequacy Trigger Event has
occurred at any time will be determined by the Company, the
Relevant Regulator or any agent of the Relevant Regulator appointed
for such purpose by the Relevant Regulator.
"
End-point
CET1 Ratio
" means, as of any date, the ratio of CET1 Capital
to the Risk Weighted Assets, in each case as of such date,
expressed as a percentage.
"
CET1
Capital
" means, as of any date, the sum, expressed in US
dollars, of all amounts that constitute common equity tier 1
capital of the Company together with its subsidiary undertakings
(the "
HSBC Group
") as of
such date, less any deductions from common equity tier 1 capital
required to be made as of such date, in each case as calculated by
the Company on a consolidated basis and without applying the
transitional provisions set out in Part Ten of the CRR (or in any
successor provisions thereto or any equivalent provisions of the
Relevant Rules which replace or supersede such provisions) in
accordance with the Relevant Rules applicable to the Company as of
such date (which calculation will be binding on the trustee, the
paying agent and the securityholders). For the purposes of this
definition, the term "common equity tier 1 capital" will have the
meaning assigned to such term in CRD IV (as the same may be amended
or replaced from time to time) as interpreted and applied in
accordance with the Relevant Rules then applicable to the HSBC
Group or by the PRA (or any successor entity primarily responsible
for the Company's prudential supervision (the "
Relevant Regulator
").
"
Risk
Weighted Assets
" means, as of any date, the aggregate
amount, expressed in US dollars, of the risk weighted assets of the
HSBC Group as of such date, as calculated by the Company on a
consolidated basis and without applying the transitional provisions
set out in Part Ten of the CRR (or in any successor provisions
thereto or any equivalent provisions of the Relevant Rules which
replace or supersede such provisions) in accordance with the
Relevant Rules applicable to the Company as of such date (which
calculation will be binding on the trustee, the paying agent and
the securityholders). For the purposes of this definition, the term
"risk weighted assets" means the risk weighted assets or total risk
exposure amount, as calculated by the Company in accordance with
the Relevant Rules.
"
CRD
IV
" means, taken together, (i) the CRR, (ii) the
CRD and (iii) the Capital Instruments
Regulations.
"
CRR
"
means regulation (EU) No 575/2013 of the European Parliament and of
the Council of June 26, 2013 on prudential requirements for
credit institutions and investment firms and amending regulation
(EU) No 648/2012, as amended, supplemented or replaced from
time to time and (where relevant) any applicable successor EU or UK
legislation.
"
CRD
"
means Directive 2013/36/EU of the European Parliament and of the
Council of June 26, 2013 on access to the activity of credit
institutions and the prudential supervision of credit institutions
and investment firms, amending Directive 2002/87/EC and repealing
Directives 2006/48/EC and 2006/49/EC as amended, supplemented or
replaced from time to time, and (where relevant) any applicable
successor EU or UK legislation.
"
Capital
Instruments Regulations
" means any regulatory capital rules,
regulations or standards which are applicable at any time to the
Company (on a solo or consolidated basis and including any
implementation thereof or supplement thereto by the UK Prudential
Regulation Authority (or any successor entity) (the "
PRA
") from time to time) and which lay
down the requirements to be fulfilled by financial instruments for
inclusion in the Company's regulatory capital (on a solo or
consolidated basis) as may be required by (i) the CRR and/or
(ii) the CRD, including (for the avoidance of doubt) any
delegated acts and implementing acts made by the European
Commission (such as regulatory technical standards and implementing
technical standards) and European Banking Authority guidelines all
as amended from time to time and as implemented in the
UK.
"
Relevant
Rules
" means, at any time, the laws, regulations,
requirements, guidelines and policies relating to capital adequacy
(including, without limitation, as to leverage) then in effect in
the UK including, without limitation to the generality of the
foregoing, as may be required by CRD IV or Directive 2014/59/EU
establishing a framework for the recovery and resolution of credit
institutions and investment firms, as amended, supplemented or
replaced from time to time ("
BRRD
"), or any applicable successor
legislation, or any delegated or implementing acts (such as
regulatory technical standards) adopted by the European Commission
and applicable to the Company from time to time and any
regulations, requirements, guidelines and policies relating to
capital adequacy adopted by the Relevant Regulator from time to
time (whether or not such requirements, guidelines or policies are
applied generally or specifically to the Company or to the Company
and any of the Company's holding or subsidiary companies or any
subsidiary of any such holding company).
|
|
|
|
Conversion shares offer
|
|
The
Company may elect, at its sole and absolute discretion, that the
Conversion Shares Depository make an offer of all or some of the
Conversion Shares issued in connection with the 2023 Securities or
the 2028 Securities, as applicable, to all or some of the
Company's ordinary shareholders at a cash price per Conversion
Share equal to the Conversion Shares Offer Price, subject to
certain conditions.
The
"
Conversion Shares Offer
Price
" is fixed initially at £2.70 and is subject to
certain anti-dilution adjustments as described below.
|
|
|
|
Conversion shares offer consideration
|
|
"
Conversion
Shares Offer Consideration
" means in respect of each
Security (i) if all the Conversion Shares are sold in the
Conversion Shares Offer, the
pro
rata
share of the cash proceeds from such sale attributable
to such Security converted from sterling (or any such other
currency in which the Ordinary Shares are denominated) into US
dollars at the prevailing rate (as calculated pursuant to the
Securities Indenture) as of the date that is three Depository
Business Days prior to the relevant settlement date as determined
by the Conversion Shares Depository (less the pro rata share of any
foreign exchange transaction costs) (the "
pro rata cash component
"), (ii) if some
but not all of the Conversion Shares are sold in the Conversion
Shares Offer, (x) the pro rata cash component and (y) the pro rata
share of the Conversion Shares not sold pursuant to the Conversion
Shares Offer attributable to such Security rounded down to the
nearest whole number of Conversion Shares, and (iii) if no
Conversion Shares are sold in a Conversion Shares Offer, the
relevant Conversion Shares attributable to such Security rounded
down to the nearest whole number of Conversion Shares, subject in
the case of (i) and (ii)(x) above to deduction from any such cash
proceeds of an amount equal to the pro rata share of any stamp
duty, stamp duty reserve tax, or any other capital, issue,
transfer, registration, financial transaction or documentary tax
that may arise or be paid as a consequence of the transfer of any
interest in the Conversion Shares to the Conversion Shares
Depository (or the relevant recipient in accordance with the terms
of the Securities) in order for the Conversion Shares Depository
(or the relevant recipient in accordance with the terms of the
Securities) to conduct the Conversion Shares Offer.
"
Depository
Business Day
" means a day on which the Conversion Shares
Depository is open for general business.
|
|
|
|
Adjustments to the conversion price and the conversion shares offer
price
|
|
The
Conversion Price and Conversion Shares Offer Price will be adjusted
upon the occurrence of the following events: (i) a consolidation,
reclassification or subdivision of the Ordinary Shares, (ii) an
issuance of Ordinary Shares in certain circumstances by way of
capitalisation of profits or reserves, (iii) certain issues of
rights for the Ordinary Shares, (iv) an Extraordinary Dividend or
(v) a Qualifying Takeover Event, in each case only in the
situations and to the extent provided in the Securities
Indenture.
Adjustments
are not required for every corporate or other event that may affect
the market price of the Conversion Shares and an Independent
Financial Adviser may make modifications as it determines to be
appropriate.
|
|
|
|
Optional redemption
|
|
The
Securities will not be redeemable at the option of the
securityholders at any time. The Securities may be redeemed in
whole (but not in part) at the option of
the Company in its sole discretion
on any
Reset Date at a redemption price equal to 100% of the principal
amount plus any accrued and unpaid interest to (but excluding) the
date of redemption (which interest will exclude any interest that
is cancelled or deemed to have been cancelled), subject to certain
conditions described in the Securities
Indenture.
|
|
|
|
Special event redemption
|
|
The
Securities may be redeemed in whole (but not in part) at the option
of
the Company
upon the
occurrence of a Tax Event or a Capital Disqualification Event,
subject to certain conditions described in the Securities
Indenture. In each case, the redemption price will be equal to 100%
of the principal amount plus any accrued and unpaid interest to
(but excluding) the date of redemption (which interest will exclude
any interest that is cancelled or deemed to have been
cancelled).
A
"
Tax Event
" will be deemed
to have occurred if at any time the Company determines that certain
detrimental tax events have occurred (as specified in the
Securities Indenture) as a result of a change in, or amendment to,
the laws of the UK or any political subdivision or taxing authority
thereof or therein that has the power to tax, including any treaty
to which the relevant taxing jurisdiction is a party, or a change
in an official application or interpretation of those laws or
regulations on or after the Issue Date, including a decision of any
court or tribunal that becomes effective on or after the Issue
Date.
A
"
Capital Disqualification
Event
" will be deemed to have occurred if the Company
determines, at any time after the Issue Date, there is a change in
the regulatory classification of the Securities that results or
will result in either their (i) exclusion in whole or in part from
the HSBC Group's regulatory capital (other than as a consequence of
an Automatic Conversion); or (ii) reclassification in whole or in
part as a form of the HSBC Group's regulatory capital that is lower
than additional tier 1 capital.
|
|
|
|
Agreement with respect to the exercise of UK bail-in
power
|
|
By its
acquisition of the Securities, each securityholder (which, for
these purposes, includes each beneficial owner) will acknowledge,
accept, consent and agree, notwithstanding any other term of the
Securities, the Securities Indenture, or any other agreements,
arrangements or understandings between the Company and any
securityholder, to be bound by (a) the effect of the exercise of
any UK bail-in power by the relevant UK resolution authority that
may include and result in any of the following, or some combination
thereof: (i) the reduction of all, or a portion, of the Amounts
Due; (ii) the conversion of all, or a portion, of the Amounts Due
into the Company's or another person's ordinary shares, other
securities or other obligations (and the issue to, or conferral on,
the securityholder of such ordinary shares, other securities or
other obligations), including by means of an amendment,
modification or variation of the terms of the Securities or the
Securities Indenture; (iii) the cancellation of the Securities;
and/or (iv) the amendment or alteration of the redemption date of
the Securities or amendment of the amount of interest payable on
the Securities, or the interest payment dates, including by
suspending payment for a temporary period; and (b) the variation of
the terms of the Securities or the Indenture, if necessary, to give
effect to the exercise of any UK bail-in power by the relevant UK
resolution authority. No repayment or payment of Amounts Due will
become due and payable or be paid after the exercise of any UK
bail-in power by the relevant UK resolution authority if and to the
extent such amounts have been reduced, converted, cancelled,
amended or altered as a result of such exercise. Moreover, each
securityholder (which, for these purposes, includes each beneficial
owner) will consent to the exercise of any UK bail-in power as it
may be imposed without any prior notice by the relevant UK
resolution authority of its decision to exercise such power with
respect to the Securities.
For
these purposes, (a) "
Amounts
Due
" are the principal amount of, and any accrued but unpaid
interest, including any Additional Amounts (as defined in the
Prospectus Supplement), on, the Securities. References to such
amounts will include amounts that have become due and payable, but
which have not been paid, prior to the exercise of any UK bail-in
power by the relevant UK resolution authority; (b) a "
UK bail-in power
" is any write-down,
conversion, transfer, modification, or suspension power existing
from time to time under, and exercised in compliance with, any
laws, regulations, rules or requirements in effect in the UK,
relating to the transposition of the BRRD or otherwise, including
but not limited to the UK Banking Act 2009 and the instruments,
rules and standards created thereunder, pursuant to which (i) any
obligation of a regulated entity (or other affiliate of such
regulated entity) can be reduced, cancelled, modified, or converted
into shares, other securities, or other obligations of such
regulated entity or any other person (or suspended for a temporary
period); and (ii) any right in a contract governing an obligation
of a regulated entity may be deemed to have been exercised. A
reference to a "regulated entity" is to any BRRD Undertaking as
such term is defined under the PRA Rulebook promulgated by the PRA,
as amended from time to time, which includes certain credit
institutions, investment firms, and certain of their parent or
holding companies, or any comparable future definition intended to
designate entities within the scope of the UK recovery and
resolution regime; and (c) the "
relevant UK resolution authority
" is any
authority with the ability to exercise a UK bail-in
power.
|
|
|
|
Transfers after Suspension Date
|
|
On the
"
Suspension Date
" (as
determined pursuant to the terms of the Securities Indenture
and which will be no later than 38 business days after the delivery
of the Company's notice to DTC specifying whether to conduct the
Conversion Shares Offer), the Depository Trust Company
("
DTC
") will block all
positions relating to the Securities, which will suspend all
clearance and settlement of transactions in the Securities through
DTC. As a result, the securityholders will not be able to settle
the transfer of any Securities through DTC following the Suspension
Date, and any sale or other transfer of the Securities that a
securityholder may have initiated prior to the Suspension Date that
is scheduled to settle after the Suspension Date will be rejected
by DTC and will not be settled through DTC. Moreover, the
Securities may cease to be admitted to the Irish Stock Exchange's
Official List and to be traded on the GEM after the Suspension
Date.
|
|
|
|
Form & denominations
|
|
The
Securities will be issued in the form of one or more global
securities registered in the name of the nominee for, and deposited
with, DTC.
The
denominations of the Securities will be US$200,000 and integral
multiples of US$1,000 in excess thereof.
|
|
|
|
Status
|
|
The
Securities will constitute the Company's direct, unsecured and
subordinated obligations, ranking equally without any preference
among themselves. The Securities will be subordinated to the claims
of Senior Creditors.
"
Senior
Creditors
" means the Company's creditors (i) who are
unsubordinated creditors; (ii) whose claims are, or are expressed
to be, subordinated to the claims of the Company's unsubordinated
creditors but not further or otherwise; or (iii) whose claims are,
or are expressed to be, junior to the claims of the Company's other
creditors, whether subordinated or unsubordinated, other than those
whose claims rank, or are expressed to rank,
pari passu
with, or junior to, the
claims of the securityholders in a winding-up occurring prior to a
Capital Adequacy Trigger Event. For the avoidance of doubt, holders
of any of the Company's existing or future Tier 2 capital
instruments will be Senior Creditors. For the avoidance of doubt,
as of the Issue Date, the 2023 Securities and the 2028 Securities
will rank
pari passu
with one another.
|
|
|
|
Listing
|
|
Application
is expected to be made to the Irish Stock Exchange for the
Securities to be admitted to the Official List and to trading on
the GEM.
|
Waiver granted by the SEHK and specific mandate for the issuance of
the Securities
The
Company announced on 6 March 2017 that it had applied for, and the
SEHK had granted, a waiver from strict compliance with the
requirements of Rule 13.36(1) of the Hong Kong Listing Rules
pursuant to which the Company was permitted to seek (and, if
approved, utilise) an authority (the "
Mandate
") to issue Contingent
Convertible securities ("
CCSs
") (and to allot Ordinary Shares
into which they may be converted or exchanged) in excess of the
limit of the general mandate of 20% of the Company's issued share
capital.
At the
2017 annual general meeting of the Company held on 28 April 2017,
the shareholders of the Company approved the Mandate allowing the
Company to allot Ordinary Shares or grant rights to subscribe for,
or to convert any security into, Ordinary Shares in connection with
the issue of CCSs up to an aggregate nominal amount of
US$1,986,691,641, equivalent to approximately 20% of the Company's
issued ordinary share capital as at 23 February 2017 without first
offering them to existing shareholders. The Mandate is effective
until the Company's annual general meeting in 2018 or the close of
business on 30 June 2018, whichever is the earlier, and is in
addition to any general mandate granted by the shareholders at any
annual general meeting of the Company to allot Ordinary Shares (for
example, in the 2017 annual general meeting, the Company sought,
and received from shareholders, a separate authority to allot new
Ordinary Shares (or rights to Ordinary Shares) of up to an
aggregate nominal amount of US$6,622,305,470, representing
approximately two-thirds of the Company's issued ordinary share
capital in total as at 23 February 2017, subject to certain
limitations as described in the notice of the 2017 annual general
meeting of the Company dated 8 March 2017). For further details,
please refer to the notice of the 2017 annual general meeting of
the Company dated 8 March 2017 and the announcement of the Company
dated 28 April 2017 disclosing the poll results of such
meeting.
As of
the date of this announcement, the aggregate nominal amount of
the Ordinary Shares which may be issued upon conversion of all the
CCSs issued by the Company prior to the date of this announcement
pursuant to and out of the Mandate (assuming there is no adjustment
to the conversion price) is US$739,678,615, with a remaining
headroom under the Mandate of US$1,247,013,026. Assuming that there
is no adjustment to the conversion price for the Securities, the
aggregate nominal amount of the Ordinary Shares which may be issued
upon conversion of all the Securities is US$527,969,166 (or up to
US$580,766,083 if the Securities Managers' over-allotment option is
exercised in full). Accordingly, the Securities are being issued
pursuant to and out of the Mandate and the issuance of the
Securities is not subject to approval by the shareholders of the
Company.
Application for listing
If a
Capital Adequacy Trigger Event occurs, and Ordinary Shares are
issued pursuant to the conversion of the Securities, application
will be made by the Company to (i) the UK Listing Authority and to
the London Stock Exchange for the Ordinary Shares to be admitted to
the Official List and to trading respectively, (ii) the SEHK for
the listing of, and permission to deal in, the Ordinary Shares, and
(iii) the New York, Paris and Bermuda stock exchanges for listing
of the Ordinary Shares.
Reasons for the issuance of the Securities and use of
proceeds
The
Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes and to further strengthen
the Company's capital base pursuant to requirements under CRD
IV.
The
aggregate gross proceeds from the issuance of the 2023 Securities
are expected to be US$2,250,000,000 (or up to US$2,475,000,000 if
the Securities Managers' over-allotment option is exercised in
full). The net proceeds from the issuance of the 2023 Securities,
after the deduction of the commission to the 2023 Securities
Managers, are expected to be US$2,227,500,000 (or up to
US$2,450,250,000 if the Securities Managers' over-allotment option
is exercised in full).
The
aggregate gross proceeds from the issuance of the 2028 Securities
are expected to be US$1,750,000,000 (or up to US$1,925,000,000 if
the Securities Managers' over-allotment option is exercised in
full). The net proceeds from the issuance of the 2028 Securities,
after the deduction of the commission to the 2028 Securities
Managers, are expected to be US$1,732,500,000 (or up to
US$1,905,750,000 if the Securities Managers' over-allotment option
is exercised in full).
Fund raising activities in the past twelve months
The
Company has not carried out any issue of equity securities during
the 12 months immediately preceding the date of this announcement,
save and except:
(1)
the issue of Ordinary Shares by the Company pursuant to the Scrip
Dividend Scheme;
(2)
the Issuances of Ordinary Shares to Employees;
(3)
the issue of the EUR1,250,000,000 4.75% Perpetual
Subordinated Contingent Convertible Securities as disclosed in
the announcements of the Company dated 30 June 2017 and 4 July
2017, which are available on the Company's website. The proceeds
for such securities were intended to be used for general corporate
purposes and to further strengthen the Company's capital base
pursuant to requirements under CRD IV, and they have been applied
in full as intended;
(4)
the issue of the SGD1,000,000,000 4.70% Perpetual
Subordinated Contingent Convertible Securities as disclosed in
the announcements of the Company dated 6 June 2017 and 8 June
2017, which are available on the Company's website. The proceeds
for such securities were intended to be used for general corporate
purposes and to further strengthen the Company's capital base
pursuant to requirements under CRD IV, and they have been applied
in full as intended;
(5)
the issue of the US$3,000,000,000 6.000% Perpetual
Subordinated Contingent Convertible Securities as disclosed in
the announcements of the Company dated 16 May 2017 and 22 May
2017, which are available on the Company's website. The proceeds
for such securities were intended to be used for general corporate
purposes and to further strengthen the Company's capital base
pursuant to requirements under CRD IV, and they have been applied
in full as intended.
For
these purposes, "
Scrip Dividend
Scheme
" means the scrip alternative scheme of the Company
for shareholders of the Company to elect to receive dividends
wholly or partly in the form of new fully-paid Ordinary Shares
instead of in cash, and "
Issuances
of Ordinary Shares to Employees
" means the issuances by the
Company of Ordinary Shares to certain of its directors and
employees pursuant to or in connection with the grant of share
awards, share option schemes, or share saving schemes of the
Company.
Effects on shareholding structure of the Company
In the
event an Automatic Conversion occurs,
(1)
assuming full conversion of the Securities (but assuming none of
the Over-allotment Securities are issued) at the initial Conversion
Price takes place, the Securities will be convertible into
approximately 1,055,938,332 Ordinary Shares representing, as at 15
March 2018, approximately 5.27% of the issued share capital of the
Company and approximately 5.00% of the issued share capital of the
Company as enlarged by the issue of such Conversion Shares;
or
(2)
assuming full conversion of the Securities (and assuming all of the
Over-allotment Securities are issued) at the initial Conversion
Price takes place, the Securities (including all Over-allotment
Securities) will be convertible into approximately 1,161,532,165
Ordinary Shares representing, as at 15 March 2018, approximately
5.79%. of the issued share capital of the Company and approximately
5.48% of the issued share capital of the Company as enlarged by the
issue of such Conversion Shares.
The
Conversion Shares issued following an Automatic Conversion will in
all respects rank
pari
passu
with the fully paid Ordinary Shares in issue on the
Conversion Date, except in any such case for any right excluded by
mandatory provisions of applicable law, and except that the
Conversion Shares so issued will not rank for (or, as the case may
be, the relevant securityholder will not be entitled to receive)
any rights, distributions or payments, the entitlement to which
falls prior to the Conversion Date.
The
following table summarises the potential effects on the
shareholding structure of the Company as a result of the issuance
of the Securities and the Over-allotment Securities (by reference
to the information on shareholdings as at 15 March 2018 (being the
latest practicable date prior to the release of this
announcement) and in each case assuming: (a) full conversion
of the Securities, assuming no Over-allotment Securities have
been issued; and (b) full conversion of the Securities, assuming
all Over-allotment Securities have been issued):
|
As at 15 March 2018
|
(a) Assuming the Securities (excluding the Over-allotment
Securities) are fully
converted into Ordinary Shares at the
initial Conversion Price
|
(b) Assuming the Securities (including all Over-allotment
Securities) are fully converted into Ordinary Shares
at
the initial Conversion
Price
|
Name of
Shareholders
|
Number of Ordinary
Shares
|
% of total issued
Ordinary
Shares
|
Number of Ordinary
Shares
|
% of the enlarged issued
Ordinary Shares
|
Number of Ordinary
Shares
|
% of the enlarged issued
Ordinary Shares
|
|
|
|
|
|
|
|
|
|
Ping An
Asset Management Co., Ltd.
Note 1
|
1,253,254,972
|
6.25
|
1,253,254,972
|
5.94
|
1,253,254,972
|
5.91
|
|
BlackRock,
Inc.
Note
2
|
1,388,990,917
|
6.93
|
1,388,990,917
|
6.58
|
1,388,990,917
|
6.55
|
|
Subscribers
of the Securities
|
0
|
0
|
1,055,938,332
|
5.00
|
1,161,532,165
|
5.48
|
|
Other
public Shareholders
|
17,410,539,331
|
86.82
|
17,410,539,331
|
82.48
|
17,410,539,331
|
82.07
|
|
Total Issued Ordinary Shares
|
20,052,785,220
|
100
|
21,108,723,552
|
100
|
21,214,317,385
|
100.00
|
|
|
|
|
|
|
|
|
|
|
Note:
1. Based
on a disclosure of interest filing made by Ping An Asset Management
Co., Ltd on 13 February 2018, as per the long position as at 9
February 2018.
2.
Based on a disclosure of interest filing made by BlackRock, Inc. on
28 February 2018, as per the long position as at 23 February
2018.
3.
The information in the above table is for illustrative
purposes only, and it only shows the potential effects on the
shareholding structure of the Company in connection with the
Securities (but not any other securities issued or to be issued by
the Company). The number of Ordinary Shares shown for holders of
the Securities relates only to those Ordinary Shares that are or
will be held by them as a result of their holding the
Securities.
ends/more
Investor enquiries to:
|
|
UK -
Greg Case
|
Tel: +44 (0) 20 7992 3825
|
Hong
Kong - Hugh Pye
|
Tel: +852 2822 4908
|
Media enquiries to:
|
|
UK -
Heidi Ashley
|
Tel:
+44 (0) 20 7992 2045
|
HK -
Gareth Hewett
|
Tel:
+852 2822 4929
|
Disclaimers
The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes are required to inform themselves about and to observe any
such restrictions.
This
announcement does not constitute an offer or an invitation to
subscribe or purchase any of the Securities. No action has been
taken in any jurisdiction to permit a public offering of the
Securities where such action is required other than in the US. The
offer and sale of the Securities may be restricted by law in
certain jurisdictions.
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 UK 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 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 and retail and insurance-based investment
products became directly applicable in all European Economic Area
("
EEA
") member states and
(ii) MiFID II was required to be implemented in EEA member states
by 3 January 2018. Together, the PI Rules, the PRIIPs Regulation
and Directive 2014/65/EU (as amended, "
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
Company and some or all of the Securities Managers are required to
comply with some or all of the Regulations. By purchasing, or
making or accepting an offer to purchase, any Securities (or any
beneficial interest therein) from the Company and/or the Securities
Managers, each prospective investor represents, warrants, agrees
with and undertakes to the Company and its affiliates and each of
the Securities Managers and their affiliates that:
(1)
it is not a retail client (as defined in MiFID II);
(2)
whether or not subject to the Regulations, it will not (A) sell or
offer the Securities to retail clients (as defined in MiFID II) or
(B) communicate (including the distribution of the Prospectus or
the 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 client (as defined in MiFID II). In selling
or offering the Securities or making or approving communications
relating to the Securities, it may not rely on the limited
exemptions set out in the PI Rules; and
(3)
it will at all times comply with all applicable laws, regulations
and regulatory guidance (whether inside or outside the EEA)
relating to the promotion, offering, distribution and/or sale of
the Securities (or any beneficial interests therein), including
(without limitation) MiFID II and any other 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.
Where
acting as agent on behalf of a disclosed or undisclosed client when
purchasing, or making or accepting an offer to purchase, any
Securities (or any beneficial interests therein) from the Company
and/or the Securities Managers the foregoing representations,
warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client. For the
avoidance of doubt, the restrictions described above do not affect
the distribution of the Securities in jurisdictions outside the
EEA, such as the US, provided that any distribution into the EEA
complies with the PI Rules.
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. 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 MiFID II;
(ii) a customer within the meaning of Directive 2002/92/EC (as
amended, "
IMD
"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Directive. 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 has been prepared and
therefore offering or selling the Securities or otherwise making
them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation. The expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU), and includes any relevant implementing
measure in any Member State.
For and
on behalf of
HSBC Holdings plc
B J S Mathews
Group Company Secretary
Notes to editors:
1. HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The Group serves customers worldwide from
around 3,900 offices in 67 countries and territories in Europe,
Asia, North and Latin America, and Middle East and North Africa.
With assets of US$
2,522b
n
at
31
December 2017, HSBC
is one of the world's largest banking and financial services
organisations.
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Mark
Tucker*, John Flint, Phillip Ameen†, Kathleen
Casey
†
, Laura
Cha
†
, Henri de
Castries
†
, Lord Evans of
Weardale
†
, Joachim
Faber
†
, Irene
Lee
†
, John
Lipsky
†
, Iain Mackay,
Heidi Miller
†
, Marc Moses,
David Nish
†
, Jonathan
Symonds
†
, Jackson
Tai
†
and Pauline van der Meer Mohr
†
.
*
Non-executive Group Chairman
†
Independent non-executive Director
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
|
|
|
|
By:
|
|
Name:
Ben J S Mathews
|
|
Title:
Group Company Secretary
|
|
|
|
Date:
20 March 2018
|
Hsbc Holdings, Plc. Perpetual Sub Cap Secs (delisted) (NYSE:HSEA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hsbc Holdings, Plc. Perpetual Sub Cap Secs (delisted) (NYSE:HSEA)
Historical Stock Chart
From Jul 2023 to Jul 2024