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 May
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 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:
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UK -
Richard O'Connor
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Hong
Kong - Hugh Pye
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Tel:
+852 2822 4908
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Media enquiries to:
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UK -
Heidi Ashley
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Tel:
+44 (0) 20 7992 2045
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Hong
Kong - Gareth Hewett
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Tel:
+852 2822 4929
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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
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
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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:
22 May 2017
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