TIDMHSBA
RNS Number : 9443M
HSBC Holdings PLC
24 September 2021
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS " (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT ")).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD
TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE,
INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM
THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENT
FINANCIAL, TAX OR LEGAL ADVISER.
HSBC HOLDINGS plc
(Incorporated with limited liability in England and Wales,
registered number 00617987; the liability of its members is
limited)
("HGHQ" and the "Issuer")
to all holders of the outstanding securities listed in the table
on the following page
(each a "Series " and together, the "Securities ")
On 1 September 2021, the Issuer (and HSBC Bank plc and HSBC Bank
Capital Funding (Sterling 1) L.P. acting by HSBC Bank (General
Partner) Limited, each in relation to their respective securities)
announced an invitation to holders of certain securities, including
those of each Series of the Securities, to consent to the approval
by Extraordinary Resolution at the relevant Meeting of the
modifications referred to in the relevant Extraordinary Resolution
set out in the Notice of Separate Holder Meetings previously
notified to Holders in accordance with the terms of the relevant
Trust Deed. The Extraordinary Resolution for each Series relates to
the relevant Proposal to make certain amendments to the method of
calculating interest payable in respect of such Series due to the
discontinuation of LIBOR or SOR, as applicable, as further
described in the consent solicitation memorandum dated 1 September
2021 (the "Consent Solicitation Memorandum").
The Issuer has today given a Notice of Separate Holder Adjourned
Meetings in respect of the Securities following the adjournment of
each separate Meeting held on 24 September 2021 due to lack of
quorum.
In light of the ongoing uncertainty in relation to Coronavirus
(COVID-19) and the continued risks associated with it, it may be
inadvisable to hold each relevant adjourned Meeting at a physical
location and, therefore, all adjourned Meetings are being convened
to be held via teleconference.
In accordance with the provisions of the relevant Trust Deed,
the Issuer has requested that the Trustee prescribes appropriate
regulations regarding the holding of the relevant adjourned Meeting
via teleconference.
Each separate adjourned Meeting convened by the Issuer will be
held by teleconference platform on 29 October 2021. The Issuer will
take appropriate steps to ensure that only those who would
otherwise be entitled to attend and vote at a physical meeting will
be entitled to attend the teleconference for the relevant adjourned
Meeting.
No consent fee will be payable in connection with the Consent
Solicitations.
Capitalised terms used in this announcement but not defined have
the meanings given to them in the Consent Solicitation
Memorandum.
THE SECURITIES
Outstanding principal
Issuer ISIN Description amount Outcome of the Meeting
------------------ ------------- ---------------------------- ---------------------------- -----------------------
HSBC Holdings plc XS1624509300 SGD 1,000,000,000 4.70 per SGD 1,000,000,000 Adjourned Meeting
cent. Perpetual
Subordinated Contingent
Convertible Securities
(the "2017 SGD AT1
Securities ")
HSBC Holdings plc XS1882693036 SGD 750,000,000 5.00 per SGD 750,000,000 Adjourned Meeting
cent. Perpetual
Subordinated Contingent
Convertible Securities (the
"2018 SGD AT1 Securities "
and together with the 2017
SGD AT1 Securities, the
"SGD AT1 Securities
")
HSBC Holdings plc XS1716248197 GBP 1,000,000,000 2.256 per GBP 1,000,000,000 Adjourned Meeting
cent. Resettable Notes due
November 2026 (the "Senior
Notes ")
SUMMARY OF PROPOSED AMMENTS
Securities Summary of Existing New SONIA Adjustment
Proposed LIBOR / / SORA Rate Spread
Amendments SOR or swap rate (Bloomberg
Rate (as applicable) Screen)
(Screen) (Bloomberg
Screen)
2017 SGD 5-year SGD 5-year SGD Bloomberg
AT1 Securities Swap Offer OIS linked Screen
(XS1624509300) Rate (SOR) swap rate, SWPM (see
(Bloomberg paid parameters
Screen semi-annually to be input
SDSW5 (SDSOA5 BGN in section
TPRA Curncy) "Adjustment
Curncy) Rate for the
SGD AT1
Securities"
in the Consent
Solicitation
Memorandum)
* The Singapore Dollar Swap Offer Rate ("SOR ") linked
2018 SGD swap rate is replaced by a Singapore Overnight Rate
AT1 Securities Average ("SORA ") linked swap rate
(XS1882693036)
* Add new fallbacks relating to SORA
* Add further new fallbacks for if a Benchmark Event
occurs with respect to SORA
Senior 1-year 1-year SONIA The historical
Notes * Replace LIBOR linked 1-year mid-swap rate with SONIA LIBOR linked ICE 5-year median
(XS1716248197) linked mid-swap rate Mid-Swaps Swap Rate, difference
(Bloomberg paid annually between
Screen (BPISDS01 sterling
* Add new fallbacks related to SONIA BPSW1 Index) LIBOR and SONIA
Curncy) (SBP0006M
Index)
1. NOTICE OF THE ADJOURNED MEETINGS IN RESPECT OF THE SECURITIES
The Notice of Separate Holder Adjourned Meetings will be
available for viewing at the following website:
http://www.rns-pdf.londonstockexchange.com/rns/9443M_1-2021-9-24.pdf
2. SUMMARY OF ADJOURNED MEETING PROCEDURES
Instructions validly submitted prior to the time and date of
this announcement and in accordance with the Consent Solicitation
Memorandum shall remain effective. Any Holder may elect to revoke
any Consent Instruction or Ineligible Holder Instructions (as
applicable) previously submitted in respect of the relevant Consent
Solicitation provided such revocation is validly made and received
by the Tabulation Agent and the Principal Paying Agent or Registrar
(as applicable) on or prior to the Adjourned Expiration Deadline
(as defined below).
3. INDICATIVE TIMETABLE FOR THE ADJOURNED MEETINGS
Set out below is an indicative timetable showing one possible
outcome for the timing of the Adjourned Meetings and Consent
Solicitations, which will depend, among other things, on timely
receipt (and non revocation) of instructions, the rights of the
Issuer (where applicable) to extend, waive any condition of, amend
and/or terminate any Consent Solicitation (other than the terms of
the respective Extraordinary Resolution) as described in the
Consent Solicitation Memorandum and the passing of each
Extraordinary Resolution at the adjourned Meeting for the relevant
Series. Accordingly, the actual timetable may differ significantly
from the timetable below.
Date/Time Action
---------------------- ------------------------------------------------------
24 September Announcement of Adjourned Meetings
2021
1. Notice of the adjourned Meetings to be delivered
to the Clearing Systems.
Notice of the adjourned Meetings released
through the regulatory news service of the
London Stock Exchange in respect of all of
the Securities.
Notice of the adjourned Meetings released
through a regulatory information service
available on Euronext Dublin in relation
to the adjourned Meetings in respect of the
SGD AT1 Securities.
Electronic copies of the Consent Solicitation
Memorandum to be available from the Tabulation
Agent and electronic copies of the Holder
Information (as defined in the Notice of
the Separate Holder Adjourned Meetings) to
be available upon request from the Principal
Paying Agent.
From this date, Holders (who have not previously
made the relevant arrangements in connection
with the initial Meeting) may arrange for
Securities held by Euroclear and/or Clearstream,
Luxembourg in their accounts to be blocked
in such accounts and held to the order and
under the control of the Principal Paying
Agent or Registrar (as applicable) in order
to obtain a form of proxy (or a document
to that effect) or give valid Consent Instructions
or Ineligible Holder Instructions to the
Tabulation Agent.
Adjourned Expiration Deadline
27 October 2021 2. The Consent Solicitations will expire at
10.00 a.m. (London time) 27 October 2021
(such time and date with respect to each
Series, the "Adjourned Expiration Deadline").
3. The Adjourned Expiration Deadline is the
final time by which Holders can arrange for:
(i) obtaining a form of proxy (or a document
to that effect) from the Principal Paying
Agent or Registrar (as applicable) in order
to attend and vote at the relevant adjourned
Meeting (via teleconference); or
(ii) receipt by the Tabulation Agent of valid
Consent Instructions or Ineligible Holder
Instructions in accordance with the procedures
of Euroclear and/or Clearstream, Luxembourg.
This will also be the deadline for making
any other arrangements to
attend or be represented or to vote at the
relevant adjourned Meeting
(via teleconference).
4. The Adjourned Expiration Deadline is also
the final time by which Holders can give
notice to the Tabulation Agent (via the Clearing
Systems) and the Principal Paying Agent or
Registrar (as applicable) of any intended
revocation of, or amendment to, Consent Instructions
or Ineligible Holder Instructions previously
given by them.
From 10.00 a.m. 5. Holders' Adjourned Meetings Held
(London time) The adjourned Meeting in respect of:
on 29 October
2021
(i) 2017 SGD AT1 Securities (the "Adjourned
2017 SGD AT1 Securities Meeting") will commence
at 10.00 a.m. (London time);
(ii) 2018 SGD AT1 Securities (the "Adjourned
2018 SGD AT1 Securities Meeting") will commence
at 10.20 a.m. (London time) or after the
completion of the Adjourned 2017 SGD AT1
Securities Meeting (whichever is later);
and
(iii) Senior Notes will commence at 10.40
a.m. (London time) or after the completion
of the Adjourned 2018 SGD AT1 Securities
Meeting (whichever is later).
If the Extraordinary Resolution is passed at the relevant adjourned
Meeting:
Announcement of results of adjourned Meetings
As soon as reasonably 6. Announcement of (i) the results of the adjourned
practicable Meetings and (ii) if the relevant Extraordinary
after the adjourned Resolution is passed, satisfaction (or not)
Meetings of the Eligibility Condition released on
(a) the regulatory news service of the London
Stock Exchange in respect of all of the Securities
and (b) a regulatory information service
available on Euronext Dublin in respect of
the SGD AT1 Securities.
Delivery of notice of (i) the results of
the adjourned Meetings and (ii) if the relevant
Extraordinary Resolution is passed, satisfaction
(or not) of the Eligibility Condition to
the Clearing Systems for communication to
their account holders.
SGD AT1 Securities - Pricing Date and Time
At or around 7. Solicitation Agent to calculate the Adjustment
2.00 p.m. (London Rate for each Series of SGD AT1 Securities.
time) on 29 As soon as practicable thereafter:
October 2021 (i) announcement of the relevant Adjustment
(the "Pricing Rate on the regulatory information service
Date") available on Euronext Dublin; and
(ii) delivery of notice of the relevant Adjustment
Rate to the Clearing Systems for communication
to their account holders.
Effective Date 8. If the relevant Extraordinary Resolution
is passed at the relevant adjourned Meeting
and the Eligibility Condition is satisfied,
the relevant Supplemental Trust Deed and
any other relevant ancillary documentation
will be executed by the Issuer and the Trustee
and the modifications by way of variation
to the Conditions of the relevant Series
described in the Consent Solicitation Memorandum
will be implemented with effect from on or
around 29 October 2021, being the Effective
Date applicable to such Series.
Adjourned Meetings will be held in accordance with the terms of
the relevant Trust Deed.
If a quorum is not achieved at such adjourned Meeting or the
quorum is achieved and the Extraordinary Resolution is passed but
the Eligibility Condition is not satisfied in respect of the
relevant Series, the modifications by way of variation with respect
to such Series described in the Consent Solicitation Memorandum
will not be implemented.
HGHQ's earnings release for the nine-month period ended 30
September 2021 is expected to be published on 25 October 2021.
If the Extraordinary Resolution is passed at such adjourned
Meeting and the Eligibility Condition is satisfied in respect of
the relevant Series, the relevant Supplemental Trust Deed and any
other relevant ancillary documentation will be executed by the
Issuer and the Trustee and the modifications by way of variation
with respect to such Series described in the Consent Solicitation
Memorandum will be implemented on the Effective Date, in each case
subject to termination of the relevant Consent Solicitation as set
out in "Amendment and Termination" in the Consent Solicitation
Memorandum.
Holders are advised to check with any Clearing System, bank,
securities broker or other intermediary through which they hold
Securities when such Clearing System or intermediary would need to
receive instructions from a Holder in order for that Holder to be
able to participate in, or revoke their instruction to participate
in, the relevant Consent Solicitation by the deadlines specified
above. The deadlines set by any such intermediary and each Clearing
System for the submission and revocation of Consent Instructions or
Ineligible Holder Instructions (as applicable) may be earlier than
the relevant deadlines specified above.
DOCUMENTS AVAILABLE FOR INSPECTION
Electronic copies of (i) the Consent Solicitation Memorandum,
(ii) the Notice of the Separate Holder Adjourned Meetings, (iii)
the current drafts of each Supplemental Trust Deed, (iv) the
current drafts of each Amended and Restated Pricing Supplement, in
respect of the SGD AT1 Securities Proposed Amendments, (v) the
Amended and Restated Senior Notes Final Terms, in respect of the
Senior Notes Proposed Amendments, and (vi) such other ancillary
documents as may be approved by the Trustee and/or such other
relevant party as are necessary or desirable to give effect to the
relevant Proposal in full are available for inspection by Holders,
upon request, from the Principal Paying Agent and the Tabulation
Agent during normal business hours on any week day (public holidays
excepted) up to and including the date of the relevant adjourned
Meeting, provided that, in each case, a Holder will be required to
produce evidence satisfactory to the Principal Paying Agent or the
Tabulation Agent (as applicable) as to his or her status as a
Holder before being provided with copies of the Holder
Information.
Holders should contact the following for further
information:
The Solicitation Agent
HSBC Bank plc (in its capacity as Solicitation Agent), 8 Canada
Square, London E14 5HQ, United Kingdom
(Attention: Liability Management, Telephone: +44 20 7992 6237,
Email: LM_EMEA@hsbc.com)
The Tabulation Agent
Lucid Issuer Services Limited, The Shard, 32 London Bridge
Street, London SE1 9SG, United Kingdom
(Attention: Arlind Bytyqi / Mu-yen Lo, Telephone: +44 20 7704
0880, Email: hsbc@lucid-is.com)
The Principal Paying Agent
HSBC Bank plc (in its capacity as Principal Paying Agent), 8
Canada Square, London E14 5HQ, United Kingdom
(Attention: Manager, Client Services, Issuer Services,
Telephone: +44 20 7991 3742,
ctlondon.conventional@hsbc.com ; ctla.corporateactions@hsbc.com )
The Registrar
HSBC Bank plc (in its capacity as Registrar in respect of the
SGD AT1 Securities), 8 Canada Square, London E14 5HQ, United
Kingdom
(Attention: Manager, Client Services, Issuer Services,
Telephone: +44 20 7991 3742, ctlondon.conventional@hsbc.com ;
ctla.corporateactions@hsbc.com )
This Notice is given by
HSBC HOLDINGS PLC (LEI: MLU0ZO3ML4LN2LL2TL39)
Dated 24 September 2021
DISCLAIMER : This announcement must be read in conjunction with
the Consent Solicitation Memorandum. The Consent Solicitation
Memorandum contains important information which should be read
carefully before any decision is made with respect to any Consent
Solicitation. If any Holder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of the
relevant Consent Solicitation or the relevant Extraordinary
Resolution, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately
from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser. Any individual or
company whose Securities are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the relevant Consent Solicitation or otherwise vote in respect
of the relevant Extraordinary Resolution. None of the Issuer, the
Solicitation Agent, the Tabulation Agent, the Trustee, the
Registrar or the Principal Paying Agent makes any recommendation
whether Holders should participate in the relevant Consent
Solicitation or otherwise vote in respect of the relevant
Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation
Memorandum constitutes or contemplates an offer of, an offer to
purchase or the solicitation of an offer to purchase or sell any
security in any jurisdiction. The distribution of this announcement
and the Consent Solicitation Memorandum in certain jurisdictions
may be restricted by law, and persons into whose possession this
announcement or the Consent Solicitation Memorandum comes are
requested to inform themselves about, and to observe, any such
restrictions.
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END
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