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 September
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
Reference is made to the announcement dated 20 September 2018 (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 Subscription Agreement have been satisfied (or
where permitted, waived) and SGD 750,000,000 5.00% Perpetual
Subordinated Contingent Convertible Securities (ISIN: XS1882693036)
(the "Securities") were issued on 24 September 2018 in accordance
with the terms of such agreement.
Application has been made for the Securities to be admitted to
listing on the Official List of the Irish Stock Exchange plc
trading as Euronext Dublin and to trading on its Global Exchange
Market.
Enquiries:
Investor enquries to:
Media enquiries to:
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 Managers 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 Managers, each
prospective investor represents, warrants, agrees with and
undertakes to the Company and its affiliates and each of the
Managers 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 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.
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 3,800 offices in 66 countries and territories in Europe,
Asia, North and Latin America, and the Middle East and North
Africa. With assets of US$2,607bn at 30 June 2018, 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:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
24 September
2018
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