Principal terms of the Securities
The
principal terms of the Securities are summarised as
follows:
Issuer
|
The
Company
|
|
|
Aggregate principal amount
|
US$3,000,000,000
|
|
|
Maturity date
|
Perpetual
|
|
|
Issue price
|
100% of
the aggregate principal amount
|
|
|
Interest
|
From
(and including) the Issue Date to (but excluding) 22 May 2027, the
interest rate on the Securities will be 6.000% per annum. From and
including each Reset Date to (but excluding) the next following
Reset Date, the applicable per annum interest rate will be equal to
the sum of the applicable Mid-Market Swap Rate on the relevant
Reset Determination Date and 3.746%.
The
"
Mid-Market Swap Rate
" means
the rate for US dollar swaps with a five-year term commencing on
the relevant Reset Date which appears on Bloomberg page "ISDA 01"
(or such other page as may replace such page on Bloomberg, or such
other page as may be nominated by the person providing or
sponsoring the information appearing on such page for purposes of
displaying comparable rates) (the "relevant screen page") as at
approximately 11:00 am (New York time) on the relevant Reset
Determination Date, all as determined by the calculation
agent.
If no
such rate appears on the relevant screen page for such five-year
term, then the Mid-Market Swap Rate will be determined through the
use of straight-line interpolation by reference to two rates, one
of which will be determined in accordance with the above
provisions, but as if the relevant Reset Period were the period of
time for which rates are available next shorter than the length of
the actual Reset Period and the other of which will be determined
in accordance with the above provisions, but as if the relevant
Reset Period were the period of time for which rates are available
next longer than the length of the actual Reset
Period.
|
|
|
Reset date, reset determination date & reset
period
|
22 May
2027, and each fifth anniversary date thereafter (each, a
"
Reset Date
").
The
"
Reset Determination Dates
"
shall be the second business day immediately preceding a Reset
Date.
Each
period from (and including) a Reset Date to (but excluding) the
following Reset Date shall be a "
Reset Period
".
|
|
|
Interest payment dates
|
Semi-annual
on each 22 May and 22 November, commencing 22 November 2017 subject
to cancellation or deemed cancellation as described in the
Prospectus Supplement.
|
|
|
Interest cancellation
|
The
Company will have sole and absolute discretion at all times and for
any reason to cancel (in whole or in part) any interest payment
that would otherwise be payable on any interest payment date. In
addition, the terms of the Securities restrict the Company from
making interest payments in certain circumstances, including where
the Company's distributable items or the maximum distributable
amount is exceeded or the Company would not be solvent at the time
of such interest payment or the Relevant Regulator orders the
Company to cancel (in whole or in part) the interest otherwise
payable on such interest payment date, in which case the interest
payment will be deemed to have been cancelled.
|
|
|
Automatic conversion
|
If a
Capital Adequacy Trigger Event occurs, then an Automatic Conversion
will occur without delay (but no later than one month following the
date on which it is determined such Capital Adequacy Trigger Event
has occurred).
An
"
Automatic Conversion
" is
the irrevocable and automatic release of all of the Company's
obligations under the Securities in consideration of the Company's
issuance of the Conversion Shares to the Conversion Shares
Depository (or to the relevant recipient in accordance with the
terms of the Securities) (on behalf of the securityholders) on the
date on which the Automatic Conversion will take place, or has
taken place, as applicable (such date, the "
Conversion Date
"), all in accordance
with the terms of the Securities and the Securities
Indenture.
After a
Capital Adequacy Trigger Event, subject to certain conditions, the
Company expects the Conversion Shares Depository to deliver to the
securityholders on the settlement date (as determined pursuant to
the terms of the Securities Indenture) either (i) Conversion Shares
or (ii) if the Company elects, in its sole and absolute discretion,
that a Conversion Shares Offer be made, the Conversion Shares Offer
Consideration.
"
Conversion
Shares Depository
" means a financial institution, trust
company, depository entity, nominee entity or similar entity to be
appointed by the Company on or prior to any date when a function
ascribed to the Conversion Shares Depository in the Securities
Indenture, is required to be performed, to perform such functions
and which, as a condition of such appointment, such entity will be
required to undertake, for the benefit of the securityholders, to
hold the Conversion Shares (and any Conversion Shares Offer
Consideration) on behalf of such securityholders in one or more
segregated accounts, unless otherwise required for the purposes of
the Conversion Shares Offer and, in any event, on terms consistent
with the Securities Indenture.
|
|
|
Conversion shares & conversion price
|
"
Conversion
Shares
" means the Company's ordinary shares (the
"
Ordinary Shares
") to be
issued to the Conversion Shares Depository (or to the relevant
recipient in accordance with the terms of the Securities) following
an Automatic Conversion, which Ordinary Shares will be in such
number as is determined by dividing the aggregate principal amount
of the Securities outstanding immediately prior to the Conversion
Date by the Conversion Price rounded down, if necessary, to the
nearest whole number of Ordinary Shares.
The
"
Conversion Price
" is fixed
initially at US$3.47990
and is subject to certain
anti-dilution adjustments as described below.
Assuming
that there is no adjustment to the Conversion Price, the maximum
number of Ordinary Shares that may be issued upon an Automatic
Conversion is 862,093,738.
|
|
|
Ranking of conversion shares:
|
The
Conversion Shares issued following an Automatic Conversion will in
all respects rank
pari
passu
with the fully paid Ordinary Shares in issue on the
Conversion Date, except in any such case for any right excluded by
mandatory provisions of applicable law, and except that the
Conversion Shares so issued will not rank for (or, as the case may
be, the relevant securityholder will not be entitled to receive)
any rights, distributions or payments, the entitlement to which
falls prior to the Conversion Date.
|
|
|
Capital adequacy trigger event
|
A
"
Capital Adequacy Trigger
Event
" will occur if at any time the End-point CET1 Ratio is
less than 7.0%. Whether a Capital Adequacy Trigger Event has
occurred at any time will be determined by the Company, the
Relevant Regulator or any agent of the Relevant Regulator appointed
for such purpose by the Relevant Regulator.
"
End-point
CET1 Ratio
" means, as at any date, the ratio of CET1 Capital
to the Risk Weighted Assets, in each case as of such date,
expressed as a percentage.
"
CET1
Capital
" means, as of any date, the sum, expressed in US
dollars, of all amounts that constitute common equity tier 1
capital of HSBC Holdings together with its subsidiary undertakings
(the "
HSBC Group
") as of
such date, less any deductions from common equity tier 1 capital
required to be made as of such date, in each case as calculated by
the Company on a consolidated basis and without applying the
transitional provisions set out in Part Ten of the CRR (or in any
successor provisions thereto or any equivalent provisions of the
Relevant Rules which replace or supersede such provisions) in
accordance with the Relevant Rules applicable to the Company as at
such date (which calculation will be binding on the trustee, the
paying agent and the securityholders). For the purposes of this
definition, the term "common equity tier 1 capital" will have the
meaning assigned to such term in CRD IV (as the same may be amended
or replaced from time to time) as interpreted and applied in
accordance with the Relevant Rules then applicable to the HSBC
Group or by the PRA (or any successor entity primarily responsible
for the Company's prudential supervision (the "
Relevant Regulator
").
"
Risk
Weighted Assets
" means, as of any date, the aggregate
amount, expressed in US dollars, of the risk weighted assets of the
HSBC Group as of such date, as calculated by the Company on a
consolidated basis and without applying the transitional provisions
set out in Part Ten of the CRR (or in any successor provisions
thereto or any equivalent provisions of the Relevant Rules which
replace or supersede such provisions)
in accordance with the
Relevant Rules applicable to the Company as at such date (which
calculation will be binding on the trustee, the paying agent and
the securityholders). For the purposes of this definition, the term
"risk weighted assets" means the risk weighted assets or total risk
exposure amount, as calculated by the Company in accordance with
the Relevant Rules.
"
CRD
IV
" means, taken together, (i) the CRR, (ii) the
CRD and (iii) the Capital Instruments
Regulations.
"
CRR
"
means regulation (EU) No 575/2013 of the European Parliament and of
the Council of June 26, 2013 on prudential requirements for
credit institutions and investment firms and amending regulation
(EU) No 648/2012, as amended, supplemented or replaced from
time to time and (where relevant) any applicable successor EU or UK
legislation.
"
CRD
"
means Directive 2013/36/EU of the European Parliament and of the
Council of June 26, 2013 on access to the activity of credit
institutions and the prudential supervision of credit institutions
and investment firms, amending Directive 2002/87/EC and repealing
Directives 2006/48/EC and 2006/49/EC as amended, supplemented or
replaced from time to time, and (where relevant) any applicable
successor EU or UK legislation.
"
Capital
Instruments Regulations
" means any regulatory capital rules,
regulations or standards which are applicable at any time to the
Company (on a solo or consolidated basis and including any
implementation thereof or supplement thereto by the UK Prudential
Regulation Authority (or any successor entity) (the "
PRA
") from time to time) and which lay
down the requirements to be fulfilled by financial instruments for
inclusion in the Company's regulatory capital (on a solo or
consolidated basis) as may be required by (i) the CRR and/or
(ii) the CRD, including (for the avoidance of doubt) any
delegated acts and implementing acts made by the European
Commission (such as regulatory technical standards and implementing
technical standards) and European Banking Authority guidelines all
as amended from time to time and as implemented in the
UK.
"
Relevant
Rules
" means, at any time, the laws, regulations,
requirements, guidelines and policies relating to capital adequacy
(including, without limitation, as to leverage) then in effect in
the UK including, without limitation to the generality of the
foregoing, as may be required by CRD IV or Directive 2014/59/EU
establishing a framework for the recovery and resolution of credit
institutions and investment firms, as amended, supplemented or
replaced from time to time ("
BRRD
"), or any applicable successor
legislation, or any delegated or implementing acts (such as
regulatory technical standards) adopted by the European Commission
and applicable to the Company from time to time and any
regulations, requirements, guidelines and policies relating to
capital adequacy adopted by the Relevant Regulator from time to
time (whether or not such requirements, guidelines or policies are
applied generally or specifically to the Company or to the Company
and any of the Company's holding or subsidiary companies or any
subsidiary of any such holding company).
|
|
|
Conversion shares offer
|
The
Company may elect, at its sole and absolute discretion, that the
Conversion Shares Depository make an offer of all or some of the
Conversion Shares issued in connection with the Securities to all
or some of the Company's ordinary shareholders at a cash price per
Conversion Share equal to the Conversion Shares Offer Price,
subject to certain conditions.
The
"
Conversion Shares Offer
Price
" is fixed initially at £2.70 and is subject to
certain anti-dilution adjustments as described below.
|
|
|
Conversion shares offer consideration
|
"
Conversion
Shares Offer Consideration
" means in respect of each
Security (i) if all the Conversion Shares are sold in the
Conversion Shares Offer, the
pro
rata
share of the cash proceeds from such sale attributable
to such Security converted from sterling (or any such other
currency in which the Ordinary Shares are denominated) into US
dollars at the prevailing rate (as calculated pursuant to the
Securities Indenture) as of the date that is three Depository
Business Days prior to the relevant settlement date as determined
by the Conversion Shares Depository (less the pro rata share of any
foreign exchange transaction costs) (the "
pro rata cash component
"), (ii) if some
but not all of the Conversion Shares are sold in the Conversion
Shares Offer, (x) the pro rata cash component and (y) the pro rata
share of the Conversion Shares not sold pursuant to the Conversion
Shares Offer attributable to such Security rounded down to the
nearest whole number of Conversion Shares, and (iii) if no
Conversion Shares are sold in a Conversion Shares Offer, the
relevant Conversion Shares attributable to such Security rounded
down to the nearest whole number of Conversion Shares, subject in
the case of (i) and (ii)(x) above to deduction from any such cash
proceeds of an amount equal to the pro rata share of any stamp
duty, stamp duty reserve tax, or any other capital, issue,
transfer, registration, financial transaction or documentary tax
that may arise or be paid as a consequence of the transfer of any
interest in the Conversion Shares to the Conversion Shares
Depository (or the relevant recipient in accordance with the terms
of the Securities) in order for the Conversion Shares Depository
(or the relevant recipient in accordance with the terms of the
Securities) to conduct the Conversion Shares Offer.
"
Depository
Business Day
" means a day on which the Conversion Shares
Depository is open for general business.
|
|
|
|
|
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|
Adjustments to the conversion price and the conversion shares offer
price
|
The
Conversion Price and Conversion Shares Offer Price will be adjusted
upon the occurrence of the following events: (i) a consolidation,
reclassification or subdivision of the Ordinary Shares, (ii) an
issuance of Ordinary Shares in certain circumstances by way of
capitalisation of profits or reserves, (iii) certain issues of
rights for the Ordinary Shares, (iv) an Extraordinary Dividend or
(v) a Qualifying Takeover Event, in each case only in the
situations and to the extent provided in the Securities
Indenture.
Adjustments
are not required for every corporate or other event that may affect
the market price of the Conversion Shares and an Independent
Financial Adviser may make modifications as it determines to be
appropriate.
|
|
|
Optional redemption
|
The
Securities may be redeemed in whole (but not in part) at the option
of
the Company in its sole
discretion
on any Reset Date at a redemption price equal to
100% of the principal amount plus any accrued and unpaid interest
to (but excluding) the date of redemption (which interest will
exclude any interest that is cancelled or deemed to have been
cancelled), subject to certain conditions described in the
Securities Indenture.
|
|
|
Special event redemption
|
The
Securities may be redeemed in whole (but not in part) at the option
of
the Company
upon the
occurrence of a Tax Event or a Capital Disqualification Event,
subject to certain conditions described in the Securities
Indenture. In each case, the redemption price will be equal to 100%
of the principal amount plus any accrued and unpaid interest to
(but excluding) the date of redemption (which interest will exclude
any interest that is cancelled or deemed to have been
cancelled).
A
"
Tax Event
" will be deemed
to have occurred if at any time the Company determines that certain
detrimental tax events have occurred (as specified in the
Securities Indenture) as a result of a change in, or amendment to,
the laws of the UK or any political subdivision or taxing authority
thereof or therein that has the power to tax (each a "
taxing jurisdiction
"), including any
treaty to which the relevant taxing jurisdiction is a party, or a
change in an official application or interpretation of those laws
or regulations on or after the Issue Date, including a decision of
any court or tribunal that becomes effective on or after the Issue
Date.
A
"
Capital Disqualification
Event
" will be deemed to have occurred if the Company
determines, at any time after the Issue Date, there is a change in
the regulatory classification of the Securities that results or
will result in either their (i) exclusion in whole or in part from
the HSBC Group's regulatory capital (other than as a consequence of
an Automatic Conversion); or (ii) reclassification in whole or in
part as a form of the HSBC Group's regulatory capital that is lower
than additional tier 1 capital.
|
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|
Agreement with respect to the exercise of UK bail-in
power
|
By its
acquisition of the Securities, each securityholder (which, for
these purposes, includes each beneficial owner) will acknowledge,
accept, consent and agree, notwithstanding any other term of the
Securities, the Indenture or any other agreements, arrangements or
understandings between the Company and any securityholder, to be
bound by (a) the effect of the exercise of any UK bail-in power by
the relevant UK resolution authority that may include and result in
any of the following, or some combination thereof: (i) the
reduction of all, or a portion, of the Amounts Due; (ii) the
conversion of all, or a portion, of the Amounts Due into the
Company's or another person's ordinary shares, other securities or
other obligations (and the issue to, or conferral on, the
securityholder of such ordinary shares, other securities or other
obligations), including by means of an amendment, modification or
variation of the terms of the Securities or the Indenture; (iii)
the cancellation of the Securities; and/or (iv) the amendment or
alteration of the redemption date of the Securities or amendment of
the amount of interest payable on the Securities, or the interest
payment dates, including by suspending payment for a temporary
period; and (b) the variation of the terms of the Securities or the
Indenture, if necessary, to give effect to the exercise of any UK
bail-in power by the relevant UK resolution authority. No repayment
or payment of Amounts Due will become due and payable or be paid
after the exercise of any UK bail-in power by the relevant UK
resolution authority if and to the extent such amounts have been
reduced, converted, cancelled, amended or altered as a result of
such exercise. Moreover, each securityholder (which, for these
purposes, includes each beneficial owner) will consent to the
exercise of any UK bail-in power as it may be imposed without any
prior notice by the relevant UK resolution authority of its
decision to exercise such power with respect to the
Securities.
For
these purposes, (a) "
Amounts
Due
" are the principal amount of, and any accrued but unpaid
interest, including any Additional Amounts (as defined herein), on,
the Securities. References to such amounts will include amounts
that have become due and payable, but which have not been paid,
prior to the exercise of any UK bail-in power by the relevant UK
resolution authority; (b) a "UK bail-in power" is any write-down,
conversion, transfer, modification, or suspension power existing
from time to time under, and exercised in compliance with, any
laws, regulations, rules or requirements in effect in the UK,
relating to the transposition of the BRRD or otherwise, including
but not limited to the UK Banking Act 2009 and the instruments,
rules and standards created thereunder, pursuant to which (i) any
obligation of a regulated entity (or other affiliate of such
regulated entity) can be reduced, cancelled, modified, or converted
into shares, other securities, or other obligations of such
regulated entity or any other person (or suspended for a temporary
period); and (ii) any right in a contract governing an obligation
of a regulated entity may be deemed to have been exercised. A
reference to a "regulated entity" is to any BRRD Undertaking as
such term is defined under the PRA Rulebook promulgated by the PRA,
as amended from time to time, which includes certain credit
institutions, investment firms, and certain of their parent or
holding companies, or any comparable future definition intended to
designate entities within the scope of the UK recovery and
resolution regime; and (c) the "
relevant UK resolution authority
" is any
authority with the ability to exercise a UK bail-in
power.
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Transfers after suspension date
|
On the
suspension date (as determined pursuant to the terms of the
Securities Indenture and which will be no later than 38 business
days after the delivery of the Company's notice to DTC specifying
whether to conduct the Conversion Shares Offer), the Depository
Trust Company ("
DTC
") will
block all positions relating to the Securities, which will suspend
all clearance and settlement of transactions in the Securities
through DTC. As a result, the securityholders will not be able to
settle the transfer of any Securities through DTC following the
suspension date, and any sale or other transfer of the Securities
that a securityholder may have initiated prior to the suspension
date that is scheduled to settle after the suspension date will be
rejected by DTC and will not be settled through DTC.
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Form & denominations
|
The
Securities will be issued in the form of one or more global
securities registered in the name of the nominee for, and deposited
with, DTC.
The
denominations of the Securities will be US$200,000 and integral
multiples of US$1,000 in excess thereof.
|
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Status
|
The
Securities will constitute the Company's direct, unsecured and
subordinated obligations, ranking equally without any preference
among themselves. The Securities will be subordinated to the claims
of Senior Creditors.
"
Senior
Creditors
" means the Company's creditors (i) who are
unsubordinated creditors; (ii) whose claims are, or are expressed
to be, subordinated to the claims of the Company's unsubordinated
creditors but not further or otherwise; or (iii) whose claims are,
or are expressed to be, junior to the claims of the Company's other
creditors, whether subordinated or unsubordinated, other than those
whose claims rank, or are expressed to rank,
pari passu
with, or junior to, the
claims of the securityholders in a winding-up occurring prior to a
Capital Adequacy Trigger Event. For the avoidance of doubt, holders
of any of the Company's existing or future Tier 2 capital
instruments will be Senior Creditors.
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Listing
|
Application
is expected to be made to The Irish Stock Exchange plc for the
Securities to be admitted to the Official List and to trading on
the Global Exchange Market.
|
Waiver granted by the SEHK and specific mandate for the issuance of
the Securities
The
Company announced on 6 March 2017 that it had applied for, and the
SEHK had granted, a waiver from strict compliance with the
requirements of Rule 13.36(1) of the Hong Kong Listing Rules
pursuant to which the Company was permitted to seek (and, if
approved, utilise) an authority (the "
Mandate
") to issue Contingent
Convertible securities ("
CCSs
") (and to allot Ordinary Shares
into which they may be converted or exchanged) in excess of the
limit of the general mandate of 20% of the Company's issued share
capital.
At the
2017 annual general meeting of the Company, the shareholders of the
Company approved the Mandate allowing the Company to allot Ordinary
Shares or rights to subscribe for Ordinary Shares to persons other
than existing shareholders in connection with the issue of CCSs up
to an aggregate nominal amount of US$1,986,691,641, equivalent to
approximately 20% of the Company's issued ordinary share capital as
at 23 February 2017. The Mandate is effective until the Company's
annual general meeting in 2018 or the close of business on 30 June
2018, whichever is the earlier, and is in addition to any general
mandate granted by the shareholders at any annual general meeting
of the Company to allot Ordinary Shares (for example, in the 2017
annual general meeting, the Company sought, and received from
shareholders, a separate authority to allot new Ordinary Shares (or
rights to Ordinary Shares) of up to an aggregate nominal amount of
US$6,622,305,470, representing approximately two-thirds of the
Company's issued ordinary share capital in total as at 23 February
2017, subject to certain limitations as described in the notice of
the 2017 annual general meeting of the Company dated 8 March 2017).
For further details, please refer to the notice of the 2017 annual
general meeting of the Company dated 8 March 2017 and the
announcement of the Company dated 28 April 2017 disclosing the poll
results of such meeting.
As of
the date of this announcement, no CCS have been issued by the
Company pursuant to and out of the Mandate, and as such the
remaining headroom under the Mandate is US$1,986,691,641. Assuming
that there is no adjustment to the conversion price for the
Securities, the aggregate nominal amount of the Ordinary Shares
which may be issued upon conversion of all the Securities is
US$431,046,869. Accordingly, the Securities are being issued
pursuant to and out of the Mandate and the issuance of the
Securities is not subject to approval by the shareholders of the
Company.
Application for listing
If a
Capital Adequacy Trigger Event occurs, and Ordinary Shares are
issued pursuant to the conversion of the Securities, application
will be made by the Company to (i) the UK Listing Authority and to
the London Stock Exchange for the Ordinary Shares to be admitted to
the Official List and to trading respectively, (ii) the SEHK for
the listing of, and permission to deal in, the Ordinary Shares, and
(iii) the New York, Paris and Bermuda stock exchanges for listing
of the Ordinary Shares.
Reasons for the issuance of the Securities and use of
proceeds
The
Company intends to use the net proceeds from the sale of the
Securities for general corporate purposes and to further strengthen
the Company's capital base pursuant to requirements under CRD
IV.
The
aggregate gross proceeds from the issuance of the Securities are
expected to be US$3,000,000,000. The net proceeds from the issuance
of the Securities, after the deduction of the commission to the
Securities Managers, are expected to be
US$2,970,000,000.
Fund raising activities in the past twelve months
The
Company has not carried out any issue of equity securities during
the 12 months immediately preceding the date of this announcement,
save and except:
(1)
the issue of Ordinary Shares by the Company pursuant to the Scrip
Dividend Scheme;
(2)
the Issuances of Ordinary Shares to Employees;
(3)
the issue of the US$2,000,000,000 6.875% Perpetual
Subordinated Contingent Convertible Securities as disclosed in
the announcements of the Company dated 25 May 2016 and 1 June
2016. The proceeds for such securities were intended to be used for
general corporate purposes and to further strengthen the Company's
capital base pursuant to requirements under CRD IV, and they have
been applied in full as intended.
For
these purposes, "
Scrip Dividend
Scheme
" means the scrip alternative scheme of the Company
for shareholders of the Company to elect to receive dividends
wholly or partly in the form of new fully-paid Ordinary Shares
instead of in cash, and "
Issuances
of Ordinary Shares to Employees
" means the issuances by the
Company of Ordinary Shares to certain of its directors and
employees pursuant to or in connection with the grant of share
awards, share option schemes, or share saving schemes of the
Company.
Effects on shareholding structure of the Company
In the
event an Automatic Conversion occurs, assuming full conversion of
the Securities at the initial Conversion Price takes place, the
Securities will be convertible into approximately 862,093,738
Ordinary Shares representing, as at the date of this announcement,
approximately 4.23% of the issued share capital of the Company and
approximately 4.06% of the issued share capital of the Company as
enlarged by the issue of such Conversion Shares.
The
Conversion Shares issued following an Automatic Conversion will in
all respects rank
pari
passu
with the fully paid Ordinary Shares in issue on the
Conversion Date, except in any such case for any right excluded by
mandatory provisions of applicable law, and except that the
Conversion Shares so issued will not rank for (or, as the case may
be, the relevant securityholder will not be entitled to receive)
any rights, distributions or payments, the entitlement to which
falls prior to the Conversion Date.
The
following table summarises the potential effects on the
shareholding structure of the Company as a result of the issuance
of the Securities (by reference to the information on shareholdings
as at 11 May 2017 (being the latest practicable date prior to the
release of this announcement) and in each case assuming full
conversion of the Securities:
|
As at 11 May 2017
|
Assuming the Securities are fully converted into Ordinary
Shares
at the initial Conversion Price
|
Name of Shareholders
|
Number of Ordinary Shares
|
% of total issued Ordinary Shares
|
Number of Ordinary Shares
|
% of the enlarged issued Ordinary Shares
|
|
|
|
|
|
|
|
JPMorgan
Chase & Co.
Note 1
|
882,248,463
|
4.36
|
882,248,463
|
4.15
|
|
BlackRock,
Inc.
Note
2
|
1,309,541,922
|
6.49
|
1,309,541,922
|
6.17
|
|
|
|
|
|
|
|
Subscribers
of the Securities
|
0
|
0
|
862,093,738
|
4.06
|
|
Other
public Shareholders
|
18,183,238,422
|
89.15
|
18,183,238,422
|
85.62
|
|
Total Issued Ordinary Shares
|
20,375,028,807
|
100.00
|
21,237,122,545
|
100.00
|
|
Note:
1.
Based on a disclosure of interest filing made by JPMorgan Chase
& Co. on 3 March 2017, as per the long position as at 27
February 2017.
2.
Based on a disclosure of interest filing made by BlackRock, Inc. on
1 March 2017, as per the long position as at 24 February
2017.
3.
The information in the above table is for illustrative purposes
only, and it only shows the potential effects on the shareholding
structure of the Company in connection with the Securities (but not
any other securities issued or to be issued by the Company). The
number of Ordinary Shares shown for holders of the Securities
relates only to those Ordinary Shares that are or will be held by
them as a result of their holding the Securities.
Investor enquiries to:
|
|
UK -
Richard O'Connor
|
investorrelations@hsbc.com
|
Hong
Kong - Hugh Pye
|
Tel: +852 2822 4908
|
Media enquiries to:
|
|
UK -
Heidi Ashley
|
Tel:
+44 (0) 20 7992 2045
|
HK -
Gareth Hewett
|
Tel:
+852 2822 4929
|
Disclaimers
This
announcement does not constitute an offer of any securities for
sale. 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 and are not a suitable
or appropriate investment for all 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 to retail investors.
In
particular, in June 2015, the UK Financial Conduct Authority (the
"
FCA
") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society
Shares) Instrument 2015, which took effect from October 1, 2015
(the "
PI Instrument
"). Under
the rules set out in the PI Instrument (as amended or replaced from
time to time, the "
PI
Rules
") certain contingent write-down or convertible
securities (including any beneficial interests therein), such as
the Securities, must not be sold to retail clients in the EEA and
there must not be any communication or approval of an invitation or
inducement to participate in, acquire or underwrite the Securities
(or the beneficial interest in the Securities) 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 EEA
(in each case, within the meaning of the PI Rules), other than in
accordance with the limited exemptions set out in the PI
Rules.
The
Company and the Underwriters are required to comply with the PI
Rules. By purchasing, or making or accepting an offer to purchase,
any Securities from the Company and/or the Underwriters, each
prospective investor represents, warrants, agrees with and
undertakes to the Company and its affiliates and each of the
Underwriters and their affiliates that:
(i)
it is not a retail client in the EEA (as defined in the PI
Rules);
(ii)
whether or not subject to the PI Rules, it will not sell or offer
the Securities to retail clients in the EEA or communicate
(including the distribution of the Prospectus or the Prospectus
Supplement) 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 is likely to be received by a
retail client in the EEA (in each case within the meaning of the PI
Rules), in any such case other than (i) in relation to any sale of
or offer to sell the Securities (or any beneficial interests
therein) to a retail client in or resident in the UK, in
circumstances that do not and will not give rise to a contravention
of PI Rules by any person and/or (ii) in relation to any sale of or
offer to sell the Securities (or any beneficial interests therein)
to a retail client in any EEA member state other than the UK, where
(a) it has conducted an assessment and concluded that the relevant
retail client understands the risks of an investment in the
Securities (or such beneficial interests therein) and is able to
bear the potential losses involved in an investment in the
Securities (or such beneficial interests therein) and (b) it has at
all times acted in relation to such sale or offer in compliance
with the Markets in Financial Securities Directive (2004/39/EC)
("
MiFID
") to the extent it
applies to it or, to the extent MiFID does not apply to it, in a
manner which would be in compliance with MiFID if it were to apply
to it; and
(iii)
it will at all times comply with all applicable laws, regulations
and regulatory guidance (whether inside or outside the EEA)
relating to the promotion, offering, distribution and/or sale of
the Securities (or any beneficial interests therein), including
(without limitation) any such laws, regulations and regulatory
guidance relating to determining the appropriateness and/or
suitability of an investment in the Securities (or any beneficial
interests therein) by 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 Underwriters the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon
both the agent and its underlying client.
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 Directive
2014/65/EU ("MiFID II"); (ii) a customer within the meaning of
Directive 2002/92/EC ("IMD"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (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. The expression "Prospectus Directive"
means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU), and includes any relevant implementing
measure in the Member State.
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.
For and
on behalf of
HSBC Holdings plc
B J S Mathews
Group Company Secretary
Notes to editors:
1. HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The Group serves customers worldwide from
around 4,000 offices in 70 countries and territories in Europe,
Asia, North and Latin America, and Middle East and North Africa.
With assets of US$2,416bn at 31 March 2017, HSBC is one of the
world's largest banking and financial services
organisations.
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Douglas
Flint, Stuart Gulliver, Phillip Ameen†, Kathleen
Casey†, Laura Cha†, Henri de Castries†, Lord
Evans of Weardale†, Joachim Faber†, Irene Lee†,
John Lipsky†, Iain Mackay, Heidi Miller†, Marc Moses,
David Nish†, Jonathan Symonds†, Jackson Tai† and
Pauline van der Meer Mohr†.
†
Independent non-executive Director
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.
HSBC
Holdings plc
|
|
|
|
By:
|
|
Name:
Ben J S Mathews
|
|
Title:
Group Company Secretary
|
|
|
|
Date:
16 May 2017
|