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 June
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-
).
23 June
2022
HSBC HOLDINGS PLC
ISSUANCE OF NOTES AND PUBLICATION OF DRAWDOWN
PROSPECTUS
HSBC
Holdings plc intends to issue SGD900,000,000 5.25% Fixed
Rate Resettable Subordinated Notes due 2032 (the 'Notes') on 27 June 2022 pursuant to the
drawdown prospectus as described below.
Application
will be made to list the Notes on the Official List of the
Financial Conduct Authority and to trade the Notes on the Main
Market of the London Stock Exchange plc.
The
following drawdown prospectus has been approved by the Financial
Conduct Authority and is available for viewing:
Drawdown
Prospectus dated 23 June 2022 for HSBC Holdings plc's issue of the
Notes under its Debt
Issuance Programme.
To view
the full document, please paste the following URL into the address
bar of your browser:
https://www.hsbc.com/investors/fixed-income-investors/final-terms-and-supplements/hsbc-holdings-plc?page=1&take=20
A copy
of the above document has been submitted to the National Storage
Mechanism and will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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 HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 64
countries and territories in its geographical regions: Europe,
Asia, North America, Latin America, and Middle East and North
Africa. With assets of US$3,022bn at 31 March 2022, HSBC is one of
the world's largest banking and financial services
organisations.
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: You must
read the following before continuing:
The
following applies to the Drawdown Prospectus available by clicking
on the link above, and you are therefore advised to read this
carefully before reading, accessing or making any other use of the
Drawdown Prospectus. In accessing the Drawdown Prospectus, you
agree to be bound by the following terms and conditions, including
any modifications to them, any time you receive any information
from us as a result of such access.
The Drawdown Prospectus referred to above must be read in
conjunction with the base prospectus dated 28 March 2022 as
supplemented by the base prospectus supplement dated 27 April 2022
which together constitute a base prospectus (the
'Prospectus') for the purposes of Regulation (EU)
2017/1129 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018, as
amended.
THE
DRAWDOWN PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN
AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S.
ADDRESS. THE DRAWDOWN PROSPECTUS MAY ONLY BE DISTRIBUTED IN
'OFFSHORE TRANSACTIONS' TO NON-U.S. PERSONS, AS DEFINED IN, AND IN
ACCORDANCE WITH, REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'). ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE DRAWDOWN PROSPECTUS IN WHOLE OR
IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY
RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS
OF OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY THE NOTES DESCRIBED IN THE
DRAWDOWN PROSPECTUS IN THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE
NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN
THE UNITED STATES, OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN
A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES
LAWS.
Please
note that the information contained in the Drawdown
Prospectus and the Prospectus
referred to above may be addressed to and/or targeted
at persons who are residents of particular countries (specified in the
Drawdown Prospectus and the Prospectus) only and is not
intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in
the Drawdown Prospectus
and the Prospectus is not addressed. Prior to relying
on the information contained in the Drawdown Prospectus
and the Prospectus you must ascertain from
the Drawdown Prospectus
and the Prospectus whether or not you are part of the
intended addressees of the information contained
therein.
Confirmation of your Representation: In order to be eligible
to view the Drawdown Prospectus or make an investment decision with
respect to the Notes being offered, prospective investors must be
located outside the United States. By accessing the Drawdown
Prospectus you shall be deemed to have represented to HSBC Holdings
plc and the underwriters that (1) you and any customers that you
represent are non-U.S. persons purchasing the securities being
offered in an 'offshore transaction' (within the meaning of
Regulation S under the Securities Act) and the electronic mail
address that you have provided and to which this e-mail has been
delivered is not located in the United States, its territories and
possessions, any State of the United States or the District of
Columbia and (2) you consent to delivery of the Drawdown Prospectus
by electronic publication.
You are
reminded that the Drawdown
Prospectus has been made available to you on the basis
that you are a person into whose possession the Drawdown
Prospectus may be lawfully delivered in accordance with
the laws of the jurisdiction in which you are located and you may
not, nor are you authorised to, deliver the Drawdown
Prospectus to any other person.
The Drawdown
Prospectus does not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers
or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a
licensed broker or dealer in that jurisdiction, the offering shall
be deemed to be made by the underwriters or such affiliate on
behalf of HSBC Holdings plc in such jurisdiction. Under no
circumstances shall the Drawdown
Prospectus constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of any
Notes issued or to be issued pursuant to the Drawdown
Prospectus, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The Drawdown
Prospectus has been made available to you in electronic
form. You are reminded that documents transmitted via this medium
may be altered or changed during the process of electronic
transmission and consequently none of HSBC Holdings plc, its
advisers, any person who controls HSBC Holdings plc or any
director, officer, employee or agent of HSBC Holdings plc or
affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between
the Drawdown
Prospectus made available to you in electronic format
and the original version.
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:
23 June 2022
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