TIDMHSBA
RNS Number : 1960S
HSBC Holdings PLC
07 March 2023
7 March 2023
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
HSBC Holdings plc (the 'Company') is pleased to announce that
all of the conditions precedent under the securities terms
agreement between the Company and the underwriters listed therein
dated 28 February 2023 (the 'Securities Terms Agreement') in
relation to the Company's previously announced issuance of
perpetual subordinated contingent convertible securities have been
satisfied (or where permitted, waived). The US$2,000,000,000 8.000%
Perpetual Subordinated Contingent Convertible Securities (Callable
During Any Optional Redemption Period) (ISIN US404280DT33) (the
'Securities') were issued on 7 March 2023 in accordance with the
terms of the Securities Terms Agreement.
Application has been made to The Irish Stock Exchange plc
trading as Euronext Dublin ('Euronext Dublin') for the Securities
to be admitted to the Official List and to trading on the Global
Exchange Market of Euronext Dublin.
Investor enquiries to:
Greg Case Tel: +44 (0) 20 7992 3825 e-mail: investorrelations@hsbc.com
Media enquiries to:
Gillian James Tel: +44 (0) 20 7992 0516 e-mail: gillian.james@hsbcib.com
Disclaimers
The offering was made pursuant to an effective shelf
registration statement on Form F-3 filed with the Securities and
Exchange Commission (the 'SEC'). The offering was made solely by
means of a prospectus supplement and accompanying prospectus which
have been filed with the SEC. You may obtain these documents for
free by visiting EDGAR on the SEC website at www.sec.gov or by
writing or telephoning us at either of the following addresses:
Group Company Secretary
HSBC Holdings plc
8 Canada Square
London E14 5HQ
United Kingdom
Tel: +44 20 7991 8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: Company Secretary
Tel: +1 212 525 5000
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. They are not a
suitable or appropriate investment for all investors, especially
retail 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.
Potential investors in the Securities 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).
a. In the United Kingdom (' UK '), the UK Financial Conduct
Authority (' FCA ') Conduct of Business Sourcebook (' COBS ')
requires, in summary, that the Securities should not be offered or
sold to retail clients (as defined in COBS 3.4, and each, a '
retail client ') in the UK.
b. Some or all of the underwriters are required to comply with COBS.
c. By purchasing, or making or accepting an offer to purchase,
any Securities (or a beneficial interest in such Securities) from
the Company and/or the underwriters, each prospective investor
represents, warrants, agrees with and undertakes to the Company and
each of the underwriters that:
i. it is not a retail client in the UK; and
ii. it will not sell or offer the Securities (or any beneficial
interests therein) to retail clients in the UK or communicate
(including the distribution of the Prospectus Supplement or the
accompanying Base Prospectus) 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 in the UK.
d. In selling or offering Securities or making or approving
communications relating to the Securities, it may not rely on the
limited exemptions set out in COBS.
e. Potential investors in the Securities should also 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).
The obligations set out above are in addition to the need to
comply at all times with other applicable laws, regulations and
regulatory guidance (whether inside or outside the European
Economic Area (' EEA ') or the UK) relating to the promotion,
offering, distribution and/or sale of the Securities (or any
beneficial interests therein), whether or not specifically
mentioned in the Prospectus Supplement (including (without
limitation) any requirements under MiFID II or the UK FCA Handbook
as to determining the appropriateness and/or suitability of an
investment in the Securities (or any beneficial interests therein)
for investors in any relevant jurisdiction. By purchasing, or
making or accepting an offer to purchase, any Securities (or a
beneficial interest in such Securities) from the Company and/or the
underwriters each prospective investor represents, warrants, agrees
with and undertakes to the Company that it will comply at all times
with all such other applicable laws, regulations and regulatory
guidance.
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 underwriters the foregoing representations,
warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
PRIIPS Regulation-Prohibition of sales to EEA retail investors -
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;
or (ii) a customer within the meaning of Directive (EU) 2016/97,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no
key information document required by Regulation (EU) No 1286/2014
(as amended, 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.
UK PRIIPS Regulation-Prohibition of sales to UK retail investors
- 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 UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the ' EUWA
'); (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 200, as amended (the ' FSMA ')
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA. Consequently, no key information document
required by the Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (the ' UK PRIIPs Regulation ')
for offering or selling the Securities or otherwise making them
available to retail investors in the UK has been prepared and
therefore offering or selling the Securities or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Notes to editors
1. 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 62 countries and territories in its geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,967bn at 31 December
2022, 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 comprises:
Mark Tucker*, Noel Quinn, Georges Elhedery, Geraldine Buckingham
, Rachel Duan , Dame Carolyn Julie Fairbairn , James Anthony Forese
, Steven Guggenheimer , José Antonio Meade Kuribreña , Kalpana
Morparia , Eileen K Murray , David Nish and Jackson Tai .
* Non-executive Group Chairman
Independent non-executive Director
ends/all
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
Provider in the United Kingdom. Terms and conditions relating to
the use and distribution of this information may apply. For further
information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCNKOBNABKDDNK
(END) Dow Jones Newswires
March 07, 2023 12:00 ET (17:00 GMT)
Hsbc (LSE:HSBA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hsbc (LSE:HSBA)
Historical Stock Chart
From Jul 2023 to Jul 2024