FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of December
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
10 December 2020
NOTICE OF REDEMPTION
HSBC Holdings plc
(the
'Issuer')
1,450,000 6.20% Non-Cumulative Dollar Preference Shares, Series
A
(the 'Preference Shares')
represented by American Depositary Shares, Series A (the
'ADSs')
HSBC Holdings plc has given notice of redemption and cancellation
(the 'Redemption
Notice') to The Bank of New
York Mellon (formerly, The Bank of New York) (the
'Depositary'), as the holder of the Issuer's Preference
Shares represented by the ADSs (ADS CUSIP: 404280604; ADS ISIN:
US4042806046).
The ADSs were issued pursuant to the Deposit Agreement, dated 6
December 2002, among the Issuer, the Depositary, and all Holders
and Beneficial Owners from time to time of the Receipts issued
thereunder (the 'Deposit
Agreement'). Capitalised terms
used herein and not defined herein shall have the respective
meanings ascribed to such terms in the Deposit
Agreement.
Further to a resolution of the Board of Directors of the Issuer
(the 'Board') at a meeting held on 13 February 2020 (the
'Board
Resolutions'), and pursuant to
the terms of the Preference Shares, the Articles of Association of
the Issuer (the 'Articles') and the Deposit Agreement, the Issuer has
notified the Depositary that:
(i)
all the outstanding Preference Shares shall be redeemed in
accordance with the terms of the Preference Shares, the Articles,
the Board Resolutions and the UK Companies Act 2006 on 13 January
2021 (the 'Redemption
Date') at a redemption price
per Preference Share equal to US$1,000 plus accrued and unpaid
dividends for the then-current dividend period, beginning on (and
including) 15 December 2020, to (but excluding) the Redemption Date
(the 'Redemption
Price');
(ii)
share warrants, other documents of title, share certificates or
such other evidence as may be accepted by the Board in respect of
the Preference Shares are to be presented and surrendered for
redemption at the Issuer's Secretary's Office located at 8 Canada
Square, London E14 5HQ, United Kingdom on the Redemption
Date;
(iii)
all dividends on the Preference Shares shall cease to accrue as
from the Redemption Date; and
(iv)
upon redemption of the Preference Shares on the Redemption Date,
the Preference Shares shall appear as redeemed on the share
register of the Issuer and shall be treated as
cancelled.
No defect in the Redemption Notice or in the giving of notice will
affect the validity of the redemption proceedings. The quarterly
dividends payable on the Preference Shares on 15 December 2020 will
be unaffected by the Redemption Notice and the redemption of the
Preference Shares.
Pursuant to Section 2.11 of the Deposit Agreement, upon receipt of
the Redemption Notice, the Issuer has requested that the Depositary
send to the Holders and Beneficial Owners a notice calling for the
surrender of the Receipts that evidence the ADSs representing the
Preference Shares that the Issuer has called for redemption. On the
Redemption Date, the Depositary will redeem the number of ADSs
corresponding to the Preference Shares being redeemed at a price
per ADS equal to US$25 plus US$0.124861 in accrued and unpaid
dividends for the then-current dividend period, beginning on (and
including) 15 December 2020, to (but excluding) the Redemption Date
(the 'ADS
Redemption Price').
Payments in respect of the amount due on redemption of the
Preference Shares by the Issuer shall be made to the Depositary by
transfer to the Depositary's bank account, in same-day
funds.
By 12:00 noon, London time, on the Redemption Date, the Issuer will
irrevocably deposit with the Depositary the Redemption Price for
the Preference Shares, being an amount sufficient to pay the ADS
Redemption Price for the ADSs, and will also give the Depositary
irrevocable instructions and authority to pay the ADS Redemption
Price to the holders of the ADSs, and the Depositary shall cancel
surrendered Receipts evidencing the corresponding number of ADSs
and distribute the ADS Redemption Price to the Holders entitled to
it in accordance with applicable provisions of the Deposit
Agreement.
The receipt by the Depositary of the monies payable on redemption
of the Preference Shares shall constitute an absolute discharge of
the Issuer's obligations in respect of the Preference Shares, the
ADSs and the Receipts.
ends/more
Investor enquiries to:
Media enquiries to:
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 64 countries and territories in our geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,956bn at 30
September 2020, HSBC is one of the world's largest banking and
financial services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
10 December
2020
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