HSBC Holdings PLC Hong Kong Waiver-Contingent Convertible Securities (4191F)
March 09 2020 - 5:30AM
UK Regulatory
TIDMHSBA
RNS Number : 4191F
HSBC Holdings PLC
09 March 2020
Hong Kong Exchanges and Clearing Limited and The Stock Exchange
of Hong Kong Limited take no responsibility for the contents of
this document, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for
any loss howsoever arising from or in reliance upon the whole or
any part of the contents of this document.
9 March 2020 (Hong Kong Stock Code: 5)
HSBC HOLDINGS PLC
Waiver granted pursuant to Rule 13.36(1) of the Hong Kong
Listing Rules relating to
contingent convertible securities
HSBC Holdings plc (the "Company") has applied for, and The Stock
Exchange of Hong Kong Limited has granted, a waiver from strict
compliance with the requirements of Rule 13.36(1) of The Rules
Governing the Listing of Securities on The Stock Exchange of Hong
Kong Limited (the "Hong Kong Listing Rules") pursuant to which the
Company is permitted to seek (and, if approved, to 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 per cent of the Company's issued share
capital (the "Waiver").
CCSs are debt securities which convert into ordinary shares in
certain prescribed circumstances, and which benefit from a
particular regulatory capital treatment under European Union
legislation.
The Company typically seeks at each annual general meeting
("AGM") a general authority to allot shares both on a pre-emptive
and non-pre-emptive basis ("General Allotment Authority"). The
General Allotment Authority complies with institutional guidelines
issued by The Investment Association and the Pre-Emption Group's
Statement of Principles and with the relevant requirements of the
Hong Kong Listing Rules including Rule 13.36(2) which limits the
general mandate for non-pre-emptive issues to 20 per cent of the
Company's issued share capital.
The Mandate, if approved, will be in addition to the General
Allotment Authority referred to above. The Company will only issue
CCSs pursuant to the authority granted under the Mandate and not
under its General Allotment Authority.
The Waiver has been granted on terms that permit the Mandate, if
approved, to continue in force until: (i) the conclusion of the
first AGM of the Company following the date on which the Mandate is
approved (or an earlier date which the Company may specify) at
which time the Mandate shall lapse unless it is renewed, either
unconditionally or subject to conditions; or (ii) such time as it
is revoked or varied by ordinary resolution of the shareholders in
general meeting.
The Waiver is granted subject to the conditions that the Company
must announce the Waiver before seeking the Mandate; and that any
announcement of the Waiver, and any announcements and circulars in
connection with the Mandate, should clearly indicate the Mandate is
in addition to the general mandate under Rule 13.36(2).
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
The Board of Directors of HSBC Holdings plc as at the date of
this announcement comprises: Mark Tucker*, Noel Quinn, Kathleen
Casey , Laura Cha , Henri de Castries , Irene Lee , José Antonio
Meade Kuribreña ,
Heidi Miller , David Nish , Ewen Stevenson, Jackson Tai and Pauline van der Meer Mohr .
* Non-executive Group Chairman
Independent non-executive Director
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Web : www.hsbc.com
Incorporated in England with limited liability. Registered in
England: number 617987
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END
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