REG - HSBC Holdings PLC - Issuance of contingent convertible securities

HSBC HoldingsAnnouncement

14/06/2024 11:00

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RNS Number : 5187S  HSBC Holdings PLC  14 June 2024

 

 

 

14 June 2024

 

 

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 subscription agreement between the Company and
the managers listed therein (the 'Managers') dated 12 June 2024 (the
'Subscription Agreement') in relation to the Company's previously announced
issuance of perpetual subordinated contingent convertible securities have been
satisfied (or where permitted, waived). The SGD1,500,000,000 5.250% Resettable
Perpetual Subordinated Contingent Convertible Securities (Callable During Any
Optional Redemption Period) (ISIN XS2764959842) (the 'Securities') were issued
on 14 June 2024 in accordance with the terms of the Subscription 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               +44 (0) 20 7992 3825                                  investorrelations@hsbc.com

 Media enquiries to:
 Press Office            +44 (0) 20 7991 8096                                  pressoffice@hsbc.com

 

 Disclaimers

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. The offer and sale of the Securities may be restricted by law in
 certain jurisdictions.

 The Securities are not deposit liabilities of the Company and are not covered
 by the United Kingdom Financial Services Compensation Scheme or insured by the
 U.S. Federal Deposit Insurance Corporation or any other governmental agency of
 the United Kingdom, the United States or any other jurisdiction.

 The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, as defined in Regulation S under the Securities Act, except pursuant to an exemption from or in a transaction not subject to the registration requirements under the Securities Act.

 

 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 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.         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 Managers, each prospective investor represents, warrants, agrees
 with and undertakes to the Company and the Managers that:

 i.    it is not a retail client in the UK; and

 ii.    it will not (A) sell or offer the Securities (or any beneficial
 interests therein) to retail clients in the UK or (B) communicate (including
 the distribution of the the offering memorandum dated 27 March 2024 relating
 to the Company's US$50,000,000,000 Programme for Issuance of Perpetual
 Subordinated Contingent Capital Securities and the supplement thereto dated 1
 May 2024 and the pricing supplement relating to the Securities dated 12 June
 2024 (together, the 'Offering Memorandum')) 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.

 For the avoidance of doubt, the obligations above are without prejudice to the
 need to comply at all times with all applicable laws, regulations and
 regulatory guidance (whether inside or outside the European Economic Area (the
 '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 Offering Memorandum (including (without
 limitation) any requirements under Directive 2014/65/EU (as amended, 'MiFID
 II') or the 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).

 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 Managers 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'); or (ii)
 a customer within the meaning of the provisions of the Financial Services and
 Markets Act 2000, 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

 Note to editors:

 HSBC Holdings plc

 HSBC Holdings plc, the parent company of HSBC, is headquartered in London.
 HSBC serves customers worldwide from offices in 62 countries and territories.
 With assets of US$3,001bn at 31 March 2024, HSBC is one of the world's
 largest banking and financial services organisations.

 ends/all

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the 'Securities Act') and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons, as defined in Regulation S under the Securities Act, except pursuant to an exemption from or in a transaction not subject to the registration requirements under the Securities Act.

 

 

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 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.         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 Managers, each prospective investor represents, warrants, agrees
with and undertakes to the Company and the Managers that:

i.    it is not a retail client in the UK; and

ii.    it will not (A) sell or offer the Securities (or any beneficial
interests therein) to retail clients in the UK or (B) communicate (including
the distribution of the the offering memorandum dated 27 March 2024 relating
to the Company's US$50,000,000,000 Programme for Issuance of Perpetual
Subordinated Contingent Capital Securities and the supplement thereto dated 1
May 2024 and the pricing supplement relating to the Securities dated 12 June
2024 (together, the 'Offering Memorandum')) 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.

For the avoidance of doubt, the obligations above are without prejudice to the
need to comply at all times with all applicable laws, regulations and
regulatory guidance (whether inside or outside the European Economic Area (the
'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 Offering Memorandum (including (without
limitation) any requirements under Directive 2014/65/EU (as amended, 'MiFID
II') or the 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).

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 Managers 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'); or (ii)
a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, 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

Note to editors:

 

HSBC Holdings plc

HSBC Holdings plc, the parent company of HSBC, is headquartered in London.
HSBC serves customers worldwide from offices in 62 countries and territories.
With assets of US$3,001bn at 31 March 2024, HSBC is one of the world's
largest banking and financial services organisations.

 

 

ends/all

 

 

 

 

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