TIDMHSBA
RNS Number : 8712F
HSBC Holdings PLC
22 May 2017
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
Reference is made to the announcement dated 16 May 2017 (the
'Announcement') made by HSBC Holdings plc (the 'Company'). Unless
otherwise defined in this announcement, capitalised terms used
herein shall have the same meanings given to them in the
Announcement.
The Company is pleased to announce that all of the conditions
precedent under the Securities Terms Agreement have been satisfied
(or where permitted, waived) and US$3,000,000,000 6.000% Perpetual
Subordinated Contingent Convertible Securities (Callable 22 May
2027 and Every Five Years Thereafter) (ISIN US404280BL25) (the
'Securities') were issued on 22 May 2017 in accordance with the
terms of such agreements.
Application has been made for the Securities to be admitted to
listing on the Official List of the Irish Stock Exchange and to
trading on its Global Exchange Market.
For and on behalf of
HSBC Holdings plc
B J S Mathews
Group Company Secretary
The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Douglas Flint, Stuart Gulliver, Phillip Ameen , Kathleen Casey ,
Laura Cha , Henri de Castries , Lord Evans of Weardale , Joachim
Faber , Irene Lee , John Lipsky , Iain Mackay, Heidi Miller , Marc
Moses, David Nish , Jonathan Symonds , Jackson Tai and Pauline van
der Meer Mohr .
Independent non-executive Director
Investor enquiries to:
UK - Richard O'Connor investorrelations@hsbc.com
Hong Kong - Hugh Pye Tel: +852 2822 4908
Media enquiries to:
UK - Heidi Ashley Tel: +44 (0) 20 7992
2045
Hong Kong - Gareth Hewett Tel: +852 2822 4929
Disclaimers
This announcement does not constitute an offer of any securities
for sale. 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 United States. The offer and sale of the
Securities may be restricted by law in certain jurisdictions.
The Securities are complex financial instruments and are not a
suitable or appropriate investment for all 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 to retail investors.
In particular, in June 2015, the United Kingdom Financial
Conduct Authority (the 'FCA') published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares)
Instrument 2015, which took effect from 1 October 2015 (the 'PI
Instrument'). Under the rules set out in the PI Instrument (as
amended or replaced from time to time, the 'PI Rules') certain
contingent write-down or convertible securities (including any
beneficial interests therein), such as the Securities, must not be
sold to retail clients in the EEA and there must not be any
communication or approval of an invitation or inducement to
participate in, acquire or underwrite the Securities (or the
beneficial interest in the Securities) 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 EEA (in each case,
within the meaning of the PI Rules), other than in accordance with
the limited exemptions set out in the PI Rules.
The Company and the Underwriters are required to comply with the
PI Rules. By purchasing, or making or accepting an offer to
purchase, any Securities from the Company and/or the Underwriters,
each prospective investor represents, warrants, agrees with and
undertakes to the Company and its affiliates and each of the
Underwriters and their affiliates that:
(i) it is not a retail client in the EEA (as defined in the PI Rules);
(ii) whether or not subject to the PI Rules, it will not sell or
offer the Securities to retail clients in the EEA or communicate
(including the distribution of the Prospectus or the Prospectus
Supplement) 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 is likely to be received by a
retail client in the EEA (in each case within the meaning of the PI
Rules), in any such case other than (i) in relation to any sale of
or offer to sell the Securities (or any beneficial interests
therein) to a retail client in or resident in the United Kingdom,
in circumstances that do not and will not give rise to a
contravention of PI Rules by any person and/or (ii) in relation to
any sale of or offer to sell the Securities (or any beneficial
interests therein) to a retail client in any EEA member state other
than the United Kingdom, where (a) it has conducted an assessment
and concluded that the relevant retail client understands the risks
of an investment in the Securities (or such beneficial interests
therein) and is able to bear the potential losses involved in an
investment in the Securities (or such beneficial interests therein)
and (b) it has at all times acted in relation to such sale or offer
in compliance with the Markets in Financial Securities Directive
(2004/39/EC) ('MiFID') to the extent it applies to it or, to the
extent MiFID does not apply to it, in a manner which would be in
compliance with MiFID if it were to apply to it; and
(iii) it will at all times comply with all applicable laws,
regulations and regulatory guidance (whether inside or outside the
EEA) relating to the promotion, offering, distribution and/or sale
of the Securities (or any beneficial interests therein), including
(without limitation) any such laws, regulations and regulatory
guidance relating to determining the appropriateness and/or
suitability of an investment in the Securities (or any beneficial
interests therein) by 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 Underwriters the foregoing representations,
warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
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 Directive
2014/65/EU ('MiFID II'); (ii) a customer within the meaning of
Directive 2002/92/EC ('IMD'), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (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. The expression 'Prospectus Directive'
means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU), and includes any relevant implementing
measure in the Member State.
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.
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The Group serves customers worldwide from
around 4,000 offices in 70 countries and territories in Europe,
Asia, North and Latin America, and Middle East and North Africa.
With assets of US$2,416bn at 31 March 2017, HSBC is one of the
world's largest banking and financial services organisations.
ends/all
This information is provided by RNS
The company news service from the London Stock Exchange
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