HSBC Holdings PLC Share buy-back (2132K)
May 04 2022 - 2:00AM
UK Regulatory
TIDMHSBA
RNS Number : 2132K
HSBC Holdings PLC
04 May 2022
HSBC HOLDINGS PLC SHARE BUY-BACK
HSBC Holdings plc ('HSBC') announces that, as outlined in its
announcement on 26 April 2022, it will commence a share buy-back of
HSBC's ordinary shares of US$0.50 each ('Ordinary Shares') for up
to a maximum consideration of US$1,000,000,000 (the 'Buy-back').
The purpose of the Buy-back is to reduce HSBC's outstanding
Ordinary Shares.
HSBC has entered into irrevocable, non-discretionary buy-back
agreements with Merrill Lynch International ('Merrill Lynch') to
enable the purchase of Ordinary Shares by Merrill Lynch, acting as
principal, during the period running from 4 May 2022 and ending no
later than 31 August 2022 (subject to regulatory approval remaining
in place), for an aggregate purchase price of up to US$
1,000,000,000 and the simultaneous on-sale of such Ordinary Shares
by Merrill Lynch to HSBC.
Merrill Lynch will make trading decisions in relation to the
Buy-back independently of HSBC. Any purchases of Ordinary Shares
will be carried out on the London Stock Exchange, Aquis Exchange,
BATS, Chi X and/or Turquoise (together, the 'UK Venues ') and/or
The Stock Exchange of Hong Kong Limited ('Hong Kong Stock
Exchange').
The repurchases on the UK Venues will be 'on Exchange'
transactions (as such term is defined in the rules of the London
Stock Exchange) and will be 'on-market purchases' for the purposes
of the Companies Act 2006. The repurchases on the Hong Kong Stock
Exchange will be 'off-market' for the purposes of the Companies Act
2006 but will be transactions which occur 'on Exchange' for the
purposes of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited ('Hong Kong Listing Rules') and
which constitute an 'on-market share buy-back' for the purposes of
the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs
('Hong Kong Buy-back Code').
The repurchases will take place in accordance with certain
pre-set parameters and in accordance with (and subject to limits
prescribed by) HSBC's general authority to repurchase Ordinary
Shares granted by its shareholders at HSBC's annual general meeting
on 29 April 2022 (the '2022 Authority'), Chapter 12 of the
Financial Conduct Authority's Listing Rules, Article 5(1) of the
Market Abuse Regulation (EU) No 596/2014 (as it forms part of
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 (the 'Withdrawal Act')), the Commission
Delegated Regulation (EU) No 2016/1052 (as it forms part of
domestic law of the United Kingdom by virtue of the Withdrawal
Act)), the Hong Kong Listing Rules, the Hong Kong Buy-back Code and
applicable US federal securities laws.
Ordinary Shares purchased under the Buy-back will be
cancelled.
The maximum number of Ordinary Shares that may be repurchased
under the Buy-back is 2,021,399,449, being the number of Ordinary
Shares able to be repurchased under the 2022 Authority.
Investor enquiries to:
Richard O'Connor +44 (0) 20 7991 6590 investorrelations@hsbc.com
Media enquiries to:
Gillian James +44 (0) 20 7992 0516 gillian.james@hsbcib.com
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The HSBC Group 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.
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