HSBC Holdings PLC HSBC Holdings PLC -- Share buy-back (0564I)
August 02 2023 - 4:30AM
UK Regulatory
TIDMHSBA
RNS Number : 0564I
HSBC Holdings PLC
02 August 2023
2 August 2023
HSBC HOLDINGS PLC SHARE BUY-BACK
HSBC Holdings plc ("HSBC") announces that, as outlined in its
announcement on 1 August 2023, 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$2,000,000,000 (the "Buy-back").
The purpose of the Buy-back is to reduce HSBC's outstanding
Ordinary Shares.
HSBC has entered into irrevocable, non-discretionary buy-back
agreements with Merrill Lynch International ("Merrill Lynch") to
enable the purchase of Ordinary Shares by Merrill Lynch, acting as
principal, during the period running from 3 August 2023 and ending
no later than 26 October 2023 (subject to regulatory approval
remaining in place), for an aggregate purchase price of up to US$
2,000,000,000 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, Cboe Europe
Limited (through the BXE and CXE order books) 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 implemented as "on
Exchange" transactions (as such term is defined in the rules of the
London Stock Exchange) and will be "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 5 May 2023 (the "2023 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 1,739,352,174, being the number of Ordinary
Shares able to be repurchased under the 2023 Authority, as reduced
by the number of Shares repurchased by the Company since the 2023
Authority was granted.
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 62 countries and territories. With assets of
US$3,041bn at 30 June 2023, HSBC is one of the world's largest
banking and financial services organisations.
ends/all
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