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 March
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
24 March 2025
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT
CONVERTIBLE SECURITIES
HSBC Holdings plc (the 'Company') is pleased to announce that all of the
conditions precedent under the subscription agreement between the
Company and the managers listed therein (the 'Managers') dated 20 March 2025 (the 'Subscription
Agreement') in relation to the
Company's previously announced issuance of perpetual subordinated
contingent convertible securities have been satisfied (or where
permitted, waived). The SGD 800,000,000 5.000% Resettable Perpetual
Subordinated Contingent Convertible Securities (Callable During Any
Optional Redemption Period) (ISIN XS3023923314) (the
'Securities') were issued on 24 March 2025 in accordance with
the terms of the Subscription Agreement.
Application has been made to The Irish Stock
Exchange plc trading as Euronext Dublin ('Euronext
Dublin') for the Securities to
be admitted to the Official List and to trading on the Global
Exchange Market of Euronext Dublin.
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Investor enquiries to:
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Greg
Case
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+44 (0) 20 7992 3825
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Media enquiries to:
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Press
Office
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+44 (0) 20 7991 8096
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Disclaimers
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.
This
announcement does not constitute an offer or an invitation to
subscribe or purchase any of the Securities. 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 are not deposit liabilities of the Company and are not
covered by the United Kingdom Financial Services Compensation
Scheme or insured by the US Federal Deposit Insurance Corporation
or any other governmental agency of the United Kingdom, the United
States or any other jurisdiction.
The Securities have not been and will not be
registered under the US 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, US 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. They are not a
suitable or appropriate investment for all investors, especially
retail 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.
Potential investors in the Securities should inform themselves of,
and comply with, any applicable laws, regulations or regulatory
guidance with respect to any resale of the Securities (or any
beneficial interests
therein).
a.
In the United Kingdom ('UK'),
the Financial Conduct Authority ('FCA')
Conduct of Business Sourcebook ('COBS')
requires, in summary, that the Securities should not be offered or
sold to retail clients (as defined in COBS 3.4 and each
a 'retail
client') in
the UK.
b.
By purchasing, or making or accepting an offer to purchase, any
Securities (or a beneficial interest in such Securities) from the
Company and/or each of 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 UK; and
ii. it will not (A)
sell or offer the Securities (or any beneficial interests therein)
to retail clients in the UK or (B) communicate (including the
distribution of the the offering memorandum dated 27
March 2024 relating to the Company's US$50,000,000,000 Programme
for Issuance of Perpetual Subordinated Contingent Capital
Securities and the supplements thereto dated 1 May 2024, 1 August
2024, 30 October 2024 and 21 February 2025 and the pricing
supplement relating to the Securities dated 20 March 2025
(together, 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 UK.
c.
In selling or offering the Securities or making or approving
communications relating to the Securities, each prospective
investor may not rely on the limited exemptions set out in
COBS.
For the avoidance of doubt, the obligations above are without
prejudice to the need to comply at all times with all applicable
laws, regulations and regulatory guidance (whether inside or
outside the European Economic Area (the 'EEA')
or the UK) relating to the promotion, offering, distribution and/or
sale of the Securities (or any beneficial interests therein),
whether or not specifically mentioned in the Offering Memorandum
(including (without limitation) any requirements
under Directive 2014/65/EU (as
amended, 'MiFID II') or
the FCA Handbook as to determining the appropriateness and/or
suitability of an investment in the Securities (or any beneficial
interests therein) for 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.
PRIIPS Regulation-Prohibition of sales to EEA retail
investors - 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 MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended,
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.
UK PRIIPS Regulation-Prohibition of sales to UK retail
investors - 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 UK. For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended (the 'EUWA');
or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000, as amended
(the 'FSMA')
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA. Consequently, no key information document
required by the Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (the 'UK PRIIPs
Regulation')
for offering or selling the Securities or otherwise making them
available to retail investors in the UK has been prepared and
therefore offering or selling the Securities or otherwise making
them available to any retail investor in the UK may be unlawful
under the UK PRIIPs Regulation.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Company Secretary
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of HSBC, 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:
24 March 2025
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