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
Reference
is made to the announcement dated 6 June 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 Subscription Agreement have been satisfied (or where
permitted, waived) and SGD1,000,000,000 4.70% Perpetual
Subordinated Contingent Convertible Securities (ISIN: XS1624509300)
(the 'Securities') were
issued on 8 June 2017 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 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
|
|
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 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 (orany 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 asdefined 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
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:
08 June 2017
|