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 June
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-
).
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
HSBC
Holdings plc (the 'Company')
intends to issue SGD1,000,000,000 4.70% Perpetual Subordinated
Contingent Convertible Securities (ISIN XS1624509300) (the
'Securities') on 8 June 2017
(the 'Issue
Date').
Application
will be made for the Securities to be listed on the Global Exchange
Market of the Irish Stock Exchange. The denomination of the
Securities will be SGD250,000. The Securities will be subject to
the terms and conditions set out in the offering memorandum dated
25 May 2017 relating to the Company's US$50,000,000,000 Programme
for Issuance of Perpetual Subordinated Contingent Capital
Securities (the 'Offering
Memorandum').
Subscription
Placing agents
The
Hongkong and Shanghai Banking Corporation Limited, Singapore Branch
(the 'Lead
Manager');
|
|
DBS
Bank Ltd. and United Overseas Bank Limited (the 'Joint Lead Managers'); and
|
|
Malayan
Banking Berhad, Industrial and Commercial Bank of China
Limited, Singapore Branch and ING Bank N.V. , Singapore Branch (the
'Co-Managers' and together
with the Lead Manager and the Joint Lead Managers, the
'Managers').
|
|
Subscription Agreement
The
Company and the Managers have entered into a Subscription Agreement
dated 6 June 2017 (the 'Issue
Agreement Date') in relation to the Securities (the
'Subscription Agreement').
Pursuant to the Subscription Agreement and the Dealer Agreement
dated 25 May 2017 between the Company and the Lead Manager (to
which the other Managers are subject pursuant to the Subscription
Agreement) (the 'Dealer
Agreement') and subject to fulfilment of the conditions set
out below, the Managers have agreed jointly and severally to
subscribe and pay for, or to procure subscribers to subscribe and
pay for, the Securities to be issued by the Company on 8 June 2017
(the 'Issue Date') in an
aggregate principal amount of SGD1,000,000,000.
Conditions precedent to the subscription
The
Managers' obligations to subscribe and pay for the Securities are
subject to the satisfaction of a number of conditions,
including:
|
(1)
the truth and correctness of certain representations and warranties
of the Company contained in the Dealer Agreement on the Issue
Agreement Date and on the Issue Date;
(2)
there not having been any significant new factor, material mistake
or inaccuracy relating to the information contained in the Offering
Memorandum, information in respect of which would have been
required to have been included in the Offering Memorandum had such
matter arisen prior to the date of the Offering Memorandum and
which is
material in the context of the issue of the relevant
Securities;
(3)
there having been, since the Issue Agreement Date, in the opinion
of the Managers, no change in financial, political or economic
conditions or currency exchange rates that would be likely to
prejudice materially the placement, distribution or sale of the
Securities or dealings in the Securities in the secondary market;
and
(4)
the Securities being admitted to listing on the Official List of
the Irish Stock Exchange and trading on its Global Exchange Market,
subject only to the issue of the Securities, on or before the Issue
Date.
|
|
|
Such
conditions may be waived in whole or in part by any Manager (except
for the Company's representation that the aggregate principal
amount of the Securities issued under the Programme will not exceed
US$50,000,000,000 (or such greater amount as may be permitted by
the terms of the Dealer Agreement)).
|
Subscribers
The
Company intends to offer and sell the Securities to no less than
six independent placees (who will be independent individual,
corporate and/or institutional investors). To the best of the
Directors' knowledge, information and belief, save as disclosed in
the immediately following sentence, each of the placees (and their
respective ultimate beneficial owners) will be third parties
independent of the Company and are not connected with the Company
and its connected persons (as defined in the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
(the 'SEHK') (the
'Hong Kong Listing Rules')).
Pursuant to a waiver granted by the SEHK from strict compliance
with certain requirements of the Hong Kong Listing Rules (which
waiver is described in an announcement by the Company dated 6 March
2017 and which is available on the Company's website), the Lead
Manager and HSBC Bank plc may hold Securities from time to time for
the purposes of market-making transactions.
Principal terms of the Securities
The
principal terms of the Securities are summarised as
follows:
Issuer
|
The
Company
|
|
|
Principal amount
|
SGD1,000,000,000
(the 'Securities')
|
|
|
Maturity date
|
Perpetual
|
|
|
Issue price
|
100% of
the aggregate principal amount
|
|
|
Interest
|
Initially
4.70%. On each Resettable Security Reset Date, the interest payable
in respect of the Securities will be reset by reference to a
mid-market swap rate and a spread of 287 bps.
|
|
|
Resettable Security Reset Dates:
|
8 June
2022 and at 5 yearly intervals thereafter.
|
|
|
Interest payment dates
|
8 June
and 8 December in each year commencing on December
2017.
|
|
|
Cancellation of interest payments
|
On any
date for payment of interest, the Company may at its discretion,
and in some circumstances will, cancel any payments of interest
which would otherwise have been due on such date. Any interest so
cancelled will not be due and will not accrue.
|
|
|
Conversion
|
If the
Company, the United Kingdom Prudential Regulation Authority or
other entity primarily responsible for the prudential supervision
of the Company, or its agent appointed for such purpose, determines
that a Capital Adequacy Trigger has occurred, the Securities will
be converted into ordinary shares of the Company ('Ordinary Shares') at the relevant
conversion price on a date falling not more than one month from the
determination that a Capital Adequacy Trigger has
occurred.
|
|
|
Capital Adequacy Trigger
|
'Capital
Adequacy Trigger' means at any time that the Company's
Common Equity Tier 1 Capital Ratio (on a consolidated basis and
without applying the transitional provisions set out in Part Ten of
the CRD IV Regulation) is below 7.00%
For
these purposes:
'Applicable
Rules' means, at any time, the laws, regulations,
requirements, guidelines and policies relating to capital adequacy
(including, without limitation, as to leverage) then in effect in
the United Kingdom (whether or not such requirements, guidelines or
policies are applied generally or specifically to the Company
and/or any member of its group);
'CET1
Capital' means, as at any date, the sum, expressed in U.S.
Dollars of all amounts that constitute Common Equity Tier 1 Capital
of the Company together with its consolidated subsidiaries (the
'HSBC Group') as at such
date, less any deductions from Common Equity Tier 1 Capital (as
defined in the Applicable Rules as interpreted and applied in
accordance with the Applicable Rules or by the United Kingdom
Prudential Regulation Authority) of the HSBC Group required to be
made as of such date, in each case as calculated by the Company on
a consolidated basis and without applying the transitional
provisions set out in Part Ten of the CRD IV Regulation (or in any
successor provisions thereto or any equivalent provisions of the
Applicable Rules which replace or supersede such provisions), in
accordance with the Applicable Rules as at such date;
'Common
Equity Tier 1 Capital Ratio' means, as at any date, the
ratio of the CET1 Capital as at such date to the Risk Weighted
Assets as at the same date, expressed as a percentage and on the
basis that all measures used in such calculation shall be
calculated without applying the transitional provisions set out in
Part Ten of the CRD IV Regulation (or in any successor provisions
thereto or any equivalent provisions of the Applicable Rules which
replace or supersede such provisions);
'CRD
IV' means Directive 2013/36/EU on access to the activity of
credit institutions and the prudential supervision of credit
institutions and investment firms, as amended, supplemented or
replaced from time to time (the 'CRD IV Directive') and Regulation (EU)
No. 575/2013 on prudential requirements for credit
institutions and investment firms of the European Parliament and of
the Council of 26 June 2013, as amended, supplemented or replaced
from time to time (the 'CRD IV
Regulation'); and
'Risk
Weighted Assets' means, as of any date, the aggregate
amount, expressed in U.S. Dollars, of the risk weighted assets of
the Group as of such date, as calculated by the Company on a
consolidated basis and without applying the transitional provisions
set out in Part Ten of the CRD IV Regulation (or in any successor
provisions thereto or any equivalent provisions of the Applicable
Rules which replace or supersede such provisions), in accordance
with the Applicable Rules.
|
|
|
Conversion price
|
The
conversion price per Ordinary Share for the Securities is
SGD4.80694. Therefore, assuming that there is no adjustment to the
conversion price and that all the Optional Securities are issued,
the maximum number of Ordinary Shares which may be issued upon
conversion of the Securities is 208,032,552.
|
|
|
Adjustments to the conversion price
|
The
conversion price will be adjusted upon the occurrence of the
following events: (i) a consolidation, reclassification,
redesignation or subdivision of the Ordinary Shares, (ii) an
issuance of Ordinary Shares in certain circumstances by way of
capitalisation of profits or reserves, (iii) an extraordinary
dividend or (iv) an issue of Ordinary Shares to shareholders as a
class by way of rights, in each case only in the situations and to
the extent provided in the Offering Memorandum. There is no
requirement that there should be an adjustment for every corporate
or other event that may affect the value of the Ordinary
Shares.
|
|
|
Conversion Shares Offer
|
If a
Capital Adequacy Trigger occurs despite recovery actions having
been taken, the Company may, at its discretion, give existing
shareholders of the Company the opportunity to purchase the
Ordinary Shares issued on conversion or exchange of any of the
Securities on a pro rata basis, where practicable and subject to
applicable laws and regulations. This would be at a price of GBP
2.70 (which is the conversion price translated into GBP at an
exchange rate of GBP 1.00 = SGD1.78035).
|
|
|
Ranking of conversion shares
|
The
conversion Ordinary Shares to be issued upon conversion of the
Securities will rank pari
passu in all respects with the Ordinary Shares then in issue
on the relevant conversion date.
|
|
|
Redemption at the option of the Company
|
The
Securities may be redeemed in whole (but not in part) at the option
of the Company on any Resettable Security Reset Date at a
redemption price equal to 100% of the principal amount plus any
accrued, unpaid and not cancelled interest to (but excluding) the
date of redemption.
|
|
|
Redemption for taxation reasons
|
The
Securities may be redeemed in whole (but not in part) at the option
of the Company upon the occurrence of certain events relating to
taxation listed in Condition 6(b) of the terms and conditions of
the Securities, at a redemption price equal to 100% of the
principal amount plus any accrued, unpaid and not cancelled
interest to (but excluding) the date of redemption.
|
|
|
Redemption upon Capital Disqualification Event:
|
The
Securities may be redeemed in whole (but not in part) at the option
of the Company if a Capital Disqualification Event occurs at a
redemption price equal to 100% of the principal amount plus any
accrued, unpaid and not cancelled interest to (but excluding) the
date of redemption.
|
|
|
Capital Disqualification Event:
|
A
Capital Disqualification Event occurs if the Company determines at
any time after the Issue Date, that there is a change in the
regulatory classification of the Securities that results in or will
result in:
(1)
their exclusion in whole from the regulatory capital of the HSBC
Group; or
(2)
reclassification in whole as a form of regulatory capital of the
HSBC Group that is lower than Additional Tier 1 Capital (which term
has the meaning given to it by the United Kingdom Prudential
Regulation Authority or other entity
primarily responsible for the prudential supervision of the
Company).
|
|
|
Condition to payments
|
Payments
of interest or redemption amounts in respect of the Securities are
subject to the Company remaining solvent after having made such
payment.
|
|
|
Covenants
|
Whilst
any Security remains outstanding, the Company shall (if and to the
extent permitted by the Applicable Rules from time to time and only
to the extent that such covenant would not cause a Capital
Disqualification Event to occur), save with the approval of an
extraordinary resolution of holders of the Securities:
|
|
|
|
(1)
not make any issue, grant or distribution or take or omit to take
any other action if the effect thereof would be that, on
conversion, Ordinary Shares could not be legally issued as fully
paid;
(2)
use all reasonable endeavours to ensure that the Ordinary Shares
issued upon conversion are listed on the London Stock Exchange (or
if the Ordinary Shares are no longer listed on the London Stock
Exchange at the time of conversion,
the principal stock exchange or securities market on which the
Ordinary Shares are then listed);
(3)
at all times keep available for issue, free from pre-emptive or
other preferential rights, sufficient Ordinary Shares to enable
conversion of the Securities to be satisfied in full;
(4)
use all reasonable endeavours to
appoint any agents or advisers that it is required to appoint under
the terms and conditions applicable to the Securities.
|
|
|
Transfers after Suspension Date:
|
Transfers
of beneficial interests in the Securities where such Securities are
represented by a temporary global security or a permanent global
security, will not be registered by the clearing systems after the
date specified as the 'Suspension Date' in a notice given by the
Company to holders of Securities after the occurrence of a Capital
Adequacy Trigger.
|
|
|
Form and Denomination
|
The
Securities will be represented by a temporary global security
exchangeable for interests in a permanent global security in the
circumstances specified in the temporary global
security.
|
|
|
Status
|
The
Securities will constitute direct, unsecured and subordinated
obligations of the Company, ranking equally without any preference
among themselves.
|
|
|
Listing
|
Application
will be made to admit the Securities to listing on the Official
List of Irish Stock Exchange and to trading on the Global Exchange
Market of the Irish Stock Exchange on or around the Issue Date. No
assurance can be given as to whether or not, or when, such
application will be granted.
|
Waiver granted by the SEHK and specific mandate for the issuance of
the Securities
The
Company announced on 6 March 2017 that it had applied for, and the
SEHK had granted, a waiver from strict compliance with the
requirements of Rule 13.36(1) of the Hong Kong Listing Rules
pursuant to which the Company was permitted to seek (and, if
approved, utilise) an authority (the '2017 Mandate') to issue contingent
convertible securities ('CCSs') (and to allot Ordinary Shares
into which they may be converted or exchanged) in excess of the
limit of the general mandate of 20% of the Company's issued share
capital.
At the
2017 annual general meeting of the Company, the shareholders of the
Company approved the 2017 Mandate allowing the Company to allot
Ordinary Shares or rights to subscribe for Ordinary Shares to
persons other than existing shareholders in connection with the
issue of CCSs up to an aggregate nominal amount of
US$1,986,691,641, equivalent to approximately 20% of the Company's
issued ordinary share capital as at 23 February 2017. The 2017
Mandate is effective until the Company's annual general meeting in
2018 or the close of business on 30 June 2018, whichever is the
earlier, and is in addition to any general mandate granted by the
shareholders at any annual general meeting of the Company to allot
Ordinary Shares (for example, in the 2017 annual general meeting,
the Company sought, and received from shareholders, a separate
authority to allot new Ordinary Shares (or rights to Ordinary
Shares) of up to an aggregate nominal amount of US$6,622,305,470,
representing approximately two-thirds of the Company's issued
ordinary share capital in total as at 23 February 2017, subject to
certain limitations as described in the notice of the 2017 annual
general meeting of the Company dated 8 March 2017). For further
details, please refer to the notice of the 2017 annual general
meeting of the Company dated 8 March 2017 and the announcement of
the Company dated 28 April 2017 disclosing the poll results of such
meeting.
As of
the date of this announcement, no CCS have been issued by the
Company pursuant to and out of the 2017 Mandate other than the
issue of the US$3,000,000,000 6.000% Perpetual Subordinated
Contingent Convertible Securities (Callable May 22, 2027 and every
five years thereafter) on 22 May 2017. The remaining headroom under
the 2017 Mandate is now US$1,555,644,772. Assuming that there is no
adjustment to the conversion price for the Securities, the
aggregate nominal amount of the Ordinary Shares which may be issued
upon conversion of all the Securities is US$104,016,276.
Accordingly, the Securities are being issued pursuant to and out of
the 2017 Mandate and the issuance of the Securities is not subject
to approval by the shareholders of the Company.
Application for listing
If a
Capital Adequacy Trigger Event occurs, and Ordinary Shares are
issued pursuant to the conversion of the Securities, application
will be made by the Company to (i) the UK Listing Authority and to
the London Stock Exchange for the Ordinary Shares to be admitted to
the Official List and to trading respectively, (ii) the SEHK for
the listing of, and permission to deal in, the Ordinary Shares, and
(iii) the New York, Paris and Bermuda stock exchanges for listing
of the Ordinary Shares.
Reasons for the issuance of the Securities and use of
proceeds
The
Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes and to further strengthen
the Company's capital base pursuant to requirements under CRD
IV.
The
aggregate gross proceeds from the issuance of the Securities are
expected to be SGD1,000,000,000. The net proceeds from the issuance
of the Securities, after the deduction of commission, are expected
to be SGD990,000,000.
Fund raising activities in the past twelve months
The
Company has not carried out any issue of equity securities during
the 12 months immediately preceding the date of this announcement,
save and except:
(1)
the issue of Ordinary Shares by the Company pursuant to the Scrip
Dividend Scheme;
(2)
the Issuances of Ordinary Shares to Employees; and
(3)
the issue of the US$3,000,000,000 6.000% Perpetual Subordinated
Contingent Convertible Securities as disclosed in the announcements
of the Company dated 16 May 2017 and 22 May 2017. The proceeds for
such securities were intended to be used for general corporate
purposes and to further strengthen the Company's capital base
pursuant to
requirements under CRD IV, and they have been applied in full as
intended.
For
these purposes, 'Scrip Dividend
Scheme' means the scrip alternative scheme of the Company
for shareholders of the Company to elect to receive dividends
wholly or partly in the form of new fully-paid Ordinary Shares
instead of in cash, and 'Issuances
of Ordinary Shares to Employees' means the issuances by the
Company of Ordinary Shares to certain of its directors and
employees pursuant to or in connection with the grant of share
awards, share option schemes, or share saving schemes of the
Company.
Effects on shareholding structure of the Company
In the
event a Capital Adequacy Trigger occurs assuming full conversion of
the Securities at their initial conversion prices takes place, the
Securities will be convertible into approximately 208,032,552
Ordinary Shares representing approximately 1.02% of the issued
share capital of the Company as at the date of this announcement
and approximately 1.01% of the issued share capital of the Company
as enlarged by the issue of such conversion Ordinary
Shares.
The
conversion Ordinary Shares to be issued upon conversion of the
Securities will rank pari
passu in all respects with the Ordinary Shares then in issue
on the relevant conversion date.
The
following table summarises the potential effects on the
shareholding structure of the Company as a result of the issuance
of the Securities (by reference to the information on shareholdings
as at 5 May 2017 (being the latest practicable date prior to the
release of this announcement) and in each case assuming full
conversion of the Securities.
|
|
|
|
|
|
|
|
|
|
|
Assuming the Securities are fully converted into Ordinary Shares at
the respective initial conversion prices
|
Name of Shareholders
|
|
Number of Ordinary Shares
|
|
% of total issued Ordinary Shares
|
|
Number of Ordinary Shares
|
|
% of the enlarged issued Ordinary Shares
|
|
|
|
|
|
|
|
|
|
|
JPMorgan
Chase & Co. Note 1
|
|
861,098,439
|
|
4.22
|
|
861,098,439
|
|
4.18
|
|
BlackRock,
Inc. Note
2
|
|
1,315,980,679
|
|
6.46
|
|
1,315,980,679
|
|
6.39
|
|
|
|
|
|
|
|
|
|
|
|
Subscribers
of the Securities
|
|
0
|
|
0
|
|
208,032,552
|
|
1.01
|
|
Other
public Shareholders
|
|
18,198,322,709
|
|
89.32
|
|
18,198,322,709
|
|
88.41
|
|
Total Issued Ordinary Shares
|
|
20,375,401,827
|
|
100
|
|
20,583,434,379
|
|
100.00Note 4
|
Note:
1.
Based on a disclosure of interest filing made by JPMorgan Chase
& Co. on 25 May 2017, as per the long position as at 22 May
2017.
2.
Based on a disclosure of interest filing made by BlackRock, Inc. on
23 May 2017, as per the long position as at 19 May
2017.
3.
The information in the above table is for illustrative purposes
only, and it only shows the potential effects on the shareholding
structure of the Company in connection with the Securities (but not
any other securities issued or to be issued by the Company). The
number of Ordinary Shares shown for holders of the Securities
relates only to those Ordinary
Shares that are or will be held by them as a result of their
holding the Securities.
4.
Not an arithmetic aggregation due to rounding
differences.
Enquiries:
Investor enquiries to:
|
|
UK -
Richard O'Connor
|
|
Hong
Kong - Hugh Pye
|
Tel: +852 2822 4908
|
Media enquiries to:
|
|
UK -
Heidi Ashley
|
Tel:
+44 (0) 20 7992 2045
|
HK -
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.
The offer and sale of the Securities may be restricted by law in
certain jurisdictions.
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 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.
The
United Kingdom Financial Conduct Authority (the 'FCA'), in June 2015, published the
Product Intervention (Contingent Convertible Instruments and Mutual
Society Shares) Instrument 2015 (the 'PI').
Under
the rules set out in the PI (as amended or replaced from time to
time, the 'PI Rules'), (i)
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 (ii) there must not be any
communication or approval of an invitation or inducement to
participate in, acquire or underwrite such securities (or the
beneficial interest in such 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 applicable PI
Rules.
The
Managers are required to comply with the applicable PI Rules. 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 each of the
Managers that:
(i)
it is not a retail client in the EEA (as defined in the applicable
PI Rules);
(ii)
whether or not it is subject to the MR Rules, it will not (A) sell
or offer the Securities (or any beneficial interests therein) to
retail clients in the EEA or (B) communicate (including the
distribution of 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 EEA (in each case within the meaning of the PI
Rules), in any such case, other than (1) in relation to any sale of
or offer to sell 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 the applicable PI Rules by any person and/or
(2) in relation to any sale of or offer to sell Securities (or such
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 any beneficial interests therein)
and (b) it has at all times acted in relation to such sale or offer
in compliance with 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 Managers 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.
For and
on behalf of
HSBC Holdings plc
B J S Mathews
Group Company Secretary
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.
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
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.
HSBC
Holdings plc
|
|
|
|
By:
|
|
Name:
Ben J S Mathews
|
|
Title:
Group Company Secretary
|
|
|
|
Date:
06 June 2017
|