| {"doc_id": "1c026c68b24b10f7f95405920868b006", "text": "6-K 1 a5189s.htm ISSUANCE OF CONTINGENT CONVERTIBLE SECURITIES a5189s 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\nmonth of June HSBC Holdings plc 42nd\nFloor, 8 Canada Square, London E14 5HQ, England (Indicate\nby check mark whether the registrant files or will file annual\nreports under cover of Form 20-F or Form 40-F). Form\n20-F X Form 40-F 14\nJune 2024 HSBC HOLDINGS PLC ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT\nCONVERTIBLE SECURITIES HSBC Holdings plc (the ' Company ') is pleased to announce that all of the\nconditions precedent under the subscription agreement between the\nCompany and the managers listed therein (the ' Managers ') dated 12 June 2024 (the ' Subscription\nAgreement ') in relation to the\nCompany's previously announced issuance of perpetual subordinated\ncontingent convertible securities have been satisfied (or where\npermitted, waived). The SGD1,500,000,000 5.250% Resettable\nPerpetual Subordinated Contingent Convertible Securities (Callable\nDuring Any Optional Redemption Period) (ISIN XS2764959842) (the\n' Securities ') were issued on 14 June 2024 in accordance with\nthe terms of the Subscription Agreement. Application has been made to The Irish Stock\nExchange plc trading as Euronext Dublin (' Euronext\nDublin ') for the Securities to\nbe admitted to the Official List and to trading on the Global\nExchange Market of Euronext Dublin. Investor enquiries to: Greg\nCase +44 (0) 20 7992\n3825 investorrelations@hsbc.com Media enquiries to: Press\nOffice +44 (0) 20 7991\n8096 pressoffice@hsbc.com Disclaimers The\ndistribution of this announcement in certain jurisdictions may be\nrestricted by law. Persons into whose possession this announcement\ncomes are required to inform themselves about and to observe any\nsuch restrictions. This announcement does not constitute an offer or an invitation to\nsubscribe or purchase any of the Securities. No action has been\ntaken in any jurisdiction to permit a public offering of the\nSecurities where such action is required. The offer and sale of the\nSecurities may be restricted by law in certain\njurisdictions. The Securities are not deposit liabilities of the Company and are\nnot covered by the United Kingdom Financial Services Compensation\nScheme or insured by the U.S. Federal Deposit Insurance Corporation\nor any other governmental agency of the United Kingdom, the United\nStates or any other jurisdiction. The Securities have not been and will not be registered under the\nU.S. Securities Act of 1933, as amended (the ' Securities\nAct ') and may not be offered,\nsold or delivered within the United States or to, or for the\naccount or benefit of, U.S. persons, as defined in Regulation S\nunder the Securities Act, except pursuant to an exemption from or\nin a transaction not subject to the registration requirements under\nthe Securities Act. The\nSecurities are complex financial instruments. They are not a\nsuitable or appropriate investment for all investors, especially\nretail investors. In some jurisdictions, regulatory authorities\nhave adopted or published laws, regulations or guidance with\nrespect to the offer or sale of securities such as the Securities.\nPotential investors in the Securities should inform themselves of,\nand comply with, any applicable laws, regulations or regulatory\nguidance with respect to any resale of the Securities (or any\nbeneficial interests\ntherein). a. \nIn the United Kingdom (' UK' ),\nthe Financial Conduct Authority (' FCA ')\nConduct of Business Sourcebook (' COBS ')\nrequires, in summary, that the Securities should not be offered or\nsold to retail clients (as defined in COBS 3.4 and each\na ' retail\nclient ') in\nthe UK. b. \nBy purchasing, or making or accepting an offer to purchase, any\nSecurities (or a beneficial interest in such Securities) from the\nCompany and/or the Managers, each prospective investor represents,\nwarrants, agrees with and undertakes to the Company and the\nManagers that: i. \nit is not a retail client in the UK; and ii. it will not\n(A) sell or offer the Securities (or any beneficial interests\ntherein) to retail clients in the UK or (B) communicate (including\nthe distribution of the the offering memorandum dated 27\nMarch 2024 relating to the Company's US$50,000,000,000 Programme\nfor Issuance of Perpetual Subordinated Contingent Capital\nSecurities and the supplement thereto dated 1 May 2024 and the\npricing supplement relating to the Securities dated 12 June 2024\n(together, the ' Offering\nMemorandum '))\nor approve an invitation or inducement to participate in, acquire\nor underwrite the Securities (or any beneficial interests therein)\nwhere that invitation or inducement is addressed to or disseminated\nin such a way that it is likely to be received by a retail client\nin the UK. For the avoidance of doubt, the obligations above are without\nprejudice to the need to comply at all times with all applicable\nlaws, regulations and regulatory guidance (whether inside or\noutside the European Economic Area (the ' EEA ')\nor the UK) relating to the promotion, offering, distribution and/or\nsale of the Securities (or any beneficial interests therein),\nwhether or not specifically mentioned in the Offering Memorandum\n(including (without limitation) any requirements\nunder Directive 2014/65/EU (as\namended, ' MiFID\nII ') or the FCA Handbook as to\ndetermining the appropriateness and/or suitability of an investment\nin the Securities (or any beneficial interests therein) for\ninvestors in any relevant jurisdiction). Where acting as agent on behalf of a disclosed or undisclosed\nclient when purchasing, or making or accepting an offer to\npurchase, any Securities (or any beneficial interests therein) from\nthe Company and/or the Managers the foregoing representations,\nwarranties, agreements and undertakings will be given by and be\nbinding upon both the agent and its underlying client. PRIIPS Regulation-Prohibition of sales to EEA retail\ninvestors - The Securities are not intended\nto be offered, sold or otherwise made available to and should not\nbe offered, sold or otherwise made available to any retail investor\nin the EEA. For these purposes, a retail investor means a person\nwho is one (or more) of: (i) a retail client as defined in point\n(11) of Article 4(1) of MiFID II; or (ii) a customer within the\nmeaning of Directive (EU) 2016/97, where that customer would not\nqualify as a professional client as defined in point (10) of\nArticle 4(1) of MiFID II. Consequently, no key information document\nrequired by Regulation (EU) No 1286/2014 (as amended,\nthe ' PRIIPs\nRegulation ')\nfor offering or selling the Securities or otherwise making them\navailable to retail investors in the EEA has been prepared and\ntherefore offering or selling the Securities or otherwise making\nthem available to any retail investor in the EEA may be unlawful\nunder the PRIIPs Regulation. UK PRIIPS Regulation-Prohibition of sales to UK retail\ninvestors - The Securities are not intended\nto be offered, sold or otherwise made available to and should not\nbe offered, sold or otherwise made available to any retail investor\nin the UK. For these purposes, a retail investor means a person who\nis one (or more) of: (i) a retail client as defined in point (8) of\nArticle 2 of Regulation (EU) No 2017/565 as it forms part of UK\ndomestic law by virtue of the European Union (Withdrawal) Act 2018,\nas amended (the ' EUWA ');\nor (ii) a customer within the meaning of the provisions of the\nFinancial Services and Markets Act 2000, as amended\n(the ' FSMA ')\nand any rules or regulations made under the FSMA to implement\nDirective (EU) 2016/97, where that customer would not qualify as a\nprofessional client, as defined in point (8) of Article 2(1) of\nRegulation (EU) No 600/2014 as it forms part of UK domestic law by\nvirtue of the EUWA. Consequently, no key information document\nrequired by the Regulation (EU) No 1286/2014 as it forms part of UK\ndomestic law by virtue of the EUWA (the ' UK PRIIPs\nRegulation ')\nfor offering or selling the Securities or otherwise making them\navailable to retail investors in the UK has been prepared and\ntherefore offering or selling the Securities or otherwise making\nthem available to any retail investor in the UK may be unlawful\nunder the UK PRIIPs Regulation. For and on behalf of HSBC Holdings plc Aileen Taylor Group Company Secretary and Chief Governance Officer Note to editors: HSBC Holdings plc HSBC Holdings plc, the parent company of HSBC, is headquartered in\nLondon. HSBC serves customers worldwide from offices in 62\ncountries and territories. With assets of\nUS$3,001bn at 31 March 2024, HSBC is\none of the world's largest banking and financial services\norganisations. ends/all SIGNATURE Pursuant\nto the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf\nby the undersigned, thereunto duly authorized. HSBC\nHoldings plc By: Name:\nAileen Taylor Title:\nGroup Company Secretary and Chief Governance Officer Date:\n14 June 2024", "source": "edgar", "stratum": "edgar", "fetch_date": "", "url": "https://www.sec.gov/Archives/edgar/data/1089113/000165495424007754/a5189s.htm"} |