1 August
2024
HSBC HOLDINGS PLC SHARE
BUY-BACK
HSBC Holdings plc ("HSBC") announces that, as outlined in
its announcement on 31 July 2024, 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$3,000,000,000 (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
2 August 2024 and ending no later
than 25 October 2024 (subject to regulatory
approval remaining in place), for an aggregate purchase price of up
to US$3,000,000,000 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 3 May 2024
(the "2024 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 1,562,183,627, being the number of Ordinary Shares able to be
repurchased under the 2024 Authority, as reduced by the number of
Shares repurchased by the Company since the 2024 Authority was
granted.
Investor enquiries to:
Neil
Sankoff
+44 (0) 20 7991
5072
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. HSBC serves
customers worldwide from offices in 60 countries and territories.
With assets of US$2,975bn at 30 June 2024, HSBC is one of the
world's largest banking and financial services
organisations.
ends/all