REG - HSBC Holdings PLC - Securities issuance - closing announcement

HSBC HoldingsAnnouncement

24/03/2025 09:00

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RNS Number : 8554B  HSBC Holdings PLC  24 March 2025

24 March 2025

 

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 20 March 2025 (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 SGD 800,000,000 5.000% Resettable
Perpetual Subordinated Contingent Convertible Securities (Callable During Any
Optional Redemption Period) (ISIN XS3023923314) (the 'Securities') were issued
on 24 March 2025 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 (mailto:investorrelations@hsbc.com)

 Media enquiries to:
 Press Office            +44 (0) 20 7991 8096  pressoffice@hsbc.com (mailto: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
 US 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 US
 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, US 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 each of the Managers, each prospective investor represents, warrants,
 agrees with and undertakes to the Company and each of 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 supplements thereto dated 1
 May 2024, 1 August 2024, 30 October 2024 and 21 February 2025 and the pricing
 supplement relating to the Securities dated 20 March 2025 (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.

 c.         In selling or offering the Securities or making or
 approving communications relating to the Securities, each prospective investor
 may not rely on the limited exemptions set out in COBS.

 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

 Company Secretary

 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 58 countries and territories.
 With assets of US$3,017bn at 31 December 2024, HSBC is one of the world's
 largest banking and financial services organisations.

 ends/all

 

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