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
5 June 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 securities terms agreement between
the Company and the underwriters listed therein dated 29 May
2025 (the 'Securities Terms
Agreement') in relation to the
Company's previously announced issuance of perpetual subordinated
contingent convertible securities have been satisfied (or where
permitted, waived). The US$2,000,000,000 7.050% Perpetual
Subordinated Contingent Convertible Securities (Callable During Any
Optional Redemption Period) (ISIN US404280FA24) (the
'Securities') were issued on 5 June 2025 in accordance with
the terms of the Securities
Terms 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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Tel: +44 (0) 20 7992 3825
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e-mail: [email protected]
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Media enquiries to:
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Press
Office
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Tel:
+44 (0) 20 7991
8096
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e-mail:
[email protected]
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Disclaimers
The offering was made pursuant to an effective shelf registration
statement on Form F-3 filed with the Securities and Exchange
Commission (the 'SEC'). The offering was made solely by means of a
prospectus supplement and accompanying prospectus which have been
filed with the SEC. You may obtain these documents for free by
visiting EDGAR on the SEC website at www.sec.gov or by writing or
telephoning us at either of the following
addresses:
Group
Company Secretary
HSBC
Holdings plc
8
Canada Square
London
E14 5HQ
United
Kingdom
Tel:
+44 20 7991 8888
HSBC
Holdings plc
c/o
HSBC Bank USA, National Association
66
Hudson Boulevard East, 545W9,
New
York, New York, 10001
Attn:
Company Secretary
Tel:
+1 212 525 5000
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 other than in the US. The
offer and sale of the Securities may be restricted by law in
certain jurisdictions.
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 UK 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.
Some or all of the underwriters are required to comply with
COBS.
c.
By purchasing, or making or accepting an offer to purchase, any
Securities (or a beneficial interest in such Securities) from the
Company and/or the underwriters, each prospective investor
represents, warrants, agrees with and undertakes to the Company and
each of the underwriters that:
i.
it is not a retail client in the UK; and
ii.
it will not sell or offer the Securities (or any beneficial
interests therein) to retail clients in the UK or communicate
(including the distribution of the prospectus supplement and the
accompanying prospectus for the issuance of the Securities) 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.
d.
In selling or offering Securities or making or approving
communications relating to the Securities, each prospective
investor may not rely on the limited exemptions set out in
COBS.
e.
Potential investors in the Securities should also 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).
The obligations set out above are in addition to the need to comply
at all times with other applicable laws, regulations and regulatory
guidance (whether inside or outside the European Economic Area
('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
prospectus supplement or the accompanying prospectus for the
issuance of the Securities including (without limitation) any
requirements under MiFID II or the UK 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. By purchasing, or making or
accepting an offer to purchase, any Securities (or a beneficial
interest in such Securities) from the Company and/or the
underwriters each prospective investor represents, warrants, agrees
with and undertakes to the Company that it will comply at all times
with all such other applicable laws, regulations and regulatory
guidance.
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.
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'); (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 200, 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$3,054bn at 31 March
2025, 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:
05 June 2025
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