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 February
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
20 February 2025
HSBC HOLDINGS PLC SHARE BUY-BACK
HSBC Holdings plc ("HSBC") announces that, as outlined in its announcement
on 19 February 2025, it will commence a share buy-back of
HSBC's ordinary shares of US$0.50 each ("Ordinary
Shares") for up to a maximum
consideration of US$2,000,000,000 (two billion) (the
"Buy-back"). The purpose of the Buy-back is to reduce
HSBC's outstanding Ordinary Shares.
HSBC has entered into irrevocable, non-discretionary buy-back
agreements with Merrill Lynch International ("Merrill
Lynch") to enable the purchase
of Ordinary Shares by Merrill Lynch, acting as principal, during
the period running from 21 February 2025 and ending no
later than 25 April 2025 (subject to regulatory approval
remaining in place), for an aggregate purchase price of up to
US$2,000,000,000 (two billion) and the simultaneous on-sale of such
Ordinary Shares by Merrill
Lynch to
HSBC.
Merrill Lynch will make trading decisions in relation to the
Buy-back independently of HSBC. Any purchases of Ordinary Shares
will be carried out on the London Stock Exchange, Cboe Europe
Limited (through the BXE and CXE order books) and/or Turquoise
(together, the "UK Venues") and/or The Stock Exchange of Hong Kong Limited
("Hong Kong
Stock Exchange").
The repurchases on the UK Venues will be implemented as "on
Exchange" transactions (as such term is defined in the rules of the
London Stock Exchange) and will be "market purchases" for the
purposes of the Companies Act 2006. The repurchases on the Hong
Kong Stock Exchange will be "off-market" for the purposes of the
Companies Act 2006 but will be transactions which occur "on
Exchange" for the purposes of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited
("Hong Kong
Listing Rules") and which
constitute an "on-market share buy-back" for the purposes of the
Hong Kong Codes on Takeovers and Mergers and Share Buy-backs
("Hong Kong
Buy-back Code").
The repurchases will take place in accordance with certain
pre-set parameters and in accordance with (and subject to limits
prescribed by) HSBC's authority to make market purchases and
off-market purchases of its Ordinary Shares, in each case granted
by its shareholders at HSBC's annual general meeting on 3 May
2024 (the "2024
Authority"), Chapter 9 of the
Financial Conduct Authority's Listing Rules, Article 5(1) of the
Market Abuse Regulation (EU) No 596/2014 (as it forms part of
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "Withdrawal
Act")), the Commission
Delegated Regulation (EU) No 2016/1052 (as it forms part of
domestic law of the United Kingdom by virtue of the Withdrawal
Act), the Hong Kong Listing Rules, the Hong Kong Buy-back Code and
applicable US federal securities laws.
Ordinary Shares repurchased under the Buy-back will be
cancelled.
The maximum number of Ordinary Shares that may be repurchased under
the Buy-back is 900,447,696, being the number of Ordinary
Shares able to be repurchased under the 2024 Authority, as reduced
by the number of Shares repurchased by the Company since the 2024
Authority was granted.
Investor enquiries to:
Neil
Sankoff
+44 (0) 20 7991
5072
[email protected]
Media enquiries to:
Gillian
James
+44 (0) 20 7992
0516
[email protected]
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 58 countries and territories. With assets of US$3,017bn
at 31 December 2024, 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:
20 February 2025
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