| {"doc_id": "2bd3db072ba83c9a4f90b482d14245ed", "text": "6-K 1 a5893h.htm HONG KONG WAIVER-CONTINGENT CONVERTIBLE SECURITIES a5893h 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 March 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 On 20 March 2024, HSBC submitted the below announcement to the\nStock Exchange of Hong Kong Limited regarding a waiver from strict\ncompliance with the requirements of Rule 13.36(1) of the Hong Kong\nListing Rules relating to contingent convertible\nsecurities. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of\nHong Kong Limited take no responsibility for the contents of this\ndocument, make no representation as to its accuracy or completeness\nand expressly disclaim any liability whatsoever for any loss\nhowsoever arising from or in reliance upon the whole or any part of\nthe contents of this document. 20\nMarch 2024 (Hong\nKong Stock Code: 5) HSBC HOLDINGS PLC Waiver granted pursuant to Rule 13.36(1) of the Hong Kong Listing\nRules relating to contingent convertible securities HSBC Holdings plc (the \" Company \") has applied for, and The Stock Exchange of Hong\nKong Limited has granted, a waiver from strict compliance with the\nrequirements of Rule 13.36(1) of The Rules Governing the Listing of\nSecurities on The Stock Exchange of Hong Kong Limited (the\n\" Hong Kong\nListing Rules \") pursuant to\nwhich the Company is permitted to seek (and, if approved, to\nutilise) an authority (the \" Mandate \") to issue Contingent Convertible Securities\n(\" CCSs \") (and to allot ordinary shares into which they\nmay be converted or exchanged) in excess of the limit of the\ngeneral mandate of 20 per cent of the Company's issued share\ncapital (the \" Waiver \"). CCSs are debt securities which convert into ordinary shares in\ncertain prescribed circumstances, and which benefit from a\nparticular regulatory capital treatment under European Union and\nUnited Kingdom legislation. The Company typically seeks at each annual general meeting\n(\" AGM \") a general authority to allot shares both on a\npre-emptive and non-pre-emptive basis (\" General Allotment\nAuthority \"). The General\nAllotment Authority is consistent with institutional guidelines\nissued by The Investment Association and the Pre-Emption Group's\nStatement of Principles and complies with the relevant requirements\nof the Hong Kong Listing Rules including Rule 13.36(2) which limits\nthe general mandate for non-pre-emptive issues to 20 per cent of\nthe Company's issued share capital. The Mandate, if approved, will be in addition to the General\nAllotment Authority referred to above. The Company will only issue\nCCSs pursuant to the authority granted under the Mandate and not\nunder its General Allotment Authority. The Waiver has been granted on terms that permit the Mandate, if\napproved, to continue in force until: (i) the conclusion of the\nfirst AGM of the Company following the date on which the Mandate is\napproved (or an earlier date which the Company may specify) at\nwhich time the Mandate shall lapse unless it is renewed, either\nunconditionally or subject to conditions; or (ii) such time as it\nis revoked or varied by ordinary resolution of the shareholders in\ngeneral meeting. The Waiver is granted subject to the conditions that the Company\nmust announce the Waiver before seeking the Mandate; and that any\nannouncement of the Waiver, and any announcements and circulars in\nconnection with the Mandate, should clearly indicate the Mandate is\nin addition to the general mandate under Rule\n13.36(2). For and on behalf of HSBC Holdings plc Aileen Taylor Group Company Secretary and Chief Governance Officer The Board of Directors of HSBC Holdings plc as at the date of this\nannouncement comprises: Mark Edward Tucker*, Noel Paul Quinn , Geraldine Joyce Buckingham † ,\nRachel Duan † , Georges Bahjat Elhedery, Dame Carolyn Julie\nFairbairn † , James Anthony\nForese † ,\nAnn Frances Godbehere † ,\nSteven Craig Guggenheimer † ,\nDr José Antonio Meade Kuribreña † ,\nKalpana Jaisingh Morparia † ,\nEileen K Murray † ,\nBrendan Robert Nelson † ,\nDavid Thomas Nish † and\nSwee Lian Teo † . * Non-executive Group Chairman † Independent\nnon-executive\nDirector 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:\n20 March 2024", "source": "edgar", "stratum": "edgar", "fetch_date": "", "url": "https://www.sec.gov/Archives/edgar/data/1089113/000165495424003411/a5893h.htm"} |