TIDMHSBA
RNS Number : 3838B
HSBC Holdings PLC
20 September 2018
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
HSBC Holdings plc (the "Company") intends to issue SGD
750,000,000 5.00% Perpetual Subordinated Contingent Convertible
Securities (Callable 24 September 2023 and every 5 years
thereafter) (ISIN XS1882693036) (the "Securities") on 24 September
2018 (the "Issue Date").
Application will be made for the Securities to be listed on the
Global Exchange Market of the Irish Stock Exchange plc trading as
Euronext Dublin ("Euronext Dublin"). The denomination of the
Securities will be SGD 250,000 and integral multiples of SGD
250,000. The Securities will be subject to the terms and conditions
set out in the offering memorandum dated 6 March 2018 relating to
the Company's USD 50,000,000,000 Programme for Issuance of
Perpetual Subordinated Contingent Capital Securities and the
supplements thereto dated 9 May 2018 and 8 August 2018 (together
the "Offering Memorandum").
Subscription
Placing agents
The Hongkong and Shanghai Banking Corporation Limited, Singapore
Branch (the "Lead Manager");
DBS Bank Ltd. and United Overseas Bank Limited
(the "Joint Lead Managers"); and
Industrial and Commercial Bank of China Limited, Singapore
Branch and Maybank Kim Eng Securities Pte. Ltd. (the "Co-Managers"
and together with the Lead Manager and the Joint Lead Managers, the
"Managers" and each a "Manager").
Subscription Agreement
The Company and the Managers have entered into a Subscription
Agreement dated 20 September 2018 (the "Issue Agreement Date") in
relation to the Securities (the "Subscription Agreement"). Pursuant
to the Subscription Agreement and the Dealer Agreement dated 6
March 2018 between the Company and the Lead Manager (to which the
other Managers are subject pursuant to the Subscription Agreement)
(the "Dealer Agreement") and subject to fulfilment of the
conditions set out below, the Managers have agreed jointly and
severally to subscribe and pay for, or to procure subscribers to
subscribe and pay for, the Securities to be issued by the Company
on 24 September 2018 (the "Issue Date") in an aggregate principal
amount of up to SGD 750,000,000.
Conditions precedent to the subscription
The Managers' obligations to subscribe and pay for the
Securities are subject to the satisfaction of a number of
conditions, including:
(a) the truth and correctness of certain representations and
warranties of the Company contained in the Dealer Agreement on the
Issue Agreement Date and on the Issue Date;
(b) there not having been any significant new factor, material
mistake or inaccuracy relating to the information contained in the
Offering Memorandum, information in respect of which would have
been required to have been included in the Offering Memorandum had
such matter arisen prior to the date of the Offering Memorandum and
which is material in the context of the issue of the
Securities;
(c) there having been, since the Issue Agreement Date, in the
opinion of the Manager, no such change in national or international
financial, political or economic conditions or currency exchange
rates as would, in its view, be likely to prejudice materially the
placement, distribution or sale of the Securities or dealings in
the Securities in the secondary market; and
(d) the Securities being admitted to listing on the Official
List of Euronext Dublin and trading on its Global Exchange Market,
subject only to the issue of the Securities, on or before the Issue
Date.
Such conditions may be waived in whole or in part by any Manager
(except for the Company's representation that the aggregate
principal amount of the Securities issued under the Programme will
not exceed USD 50,000,000,000 (or such greater amount as may be
permitted by the terms of the Dealer Agreement)).
Subscribers
The Company intends to offer and sell the Securities to no less
than six independent placees (who will be independent individual,
corporate and/or institutional investors). To the best of the
Directors' knowledge, information and belief, save as disclosed in
the immediately following sentence, each of the placees (and their
respective ultimate beneficial owners) will be third parties
independent of the Company and are not connected with the Company
and its connected persons (as defined in the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited
(the "SEHK") (the "Hong Kong Listing Rules")). Pursuant to a waiver
granted by the SEHK from strict compliance with certain
requirements of the Hong Kong Listing Rules (which waiver is
described in an announcement by the Company dated 10 January 2017
and which is available on the Company's website), the Lead Manager
may hold Securities from time to time for the purposes of
market-making transactions.
Principal terms of the Securities
The principal terms of the Securities are summarised as
follows:
Issuer The Company
Principal amount SGD 750,000,000
Maturity date Perpetual
Issue price 100% of the aggregate principal amount
Interest Initially 5.00% per annum. On each Resettable Security Reset Date,
the interest payable in
respect of the Securities will be reset by reference to a
mid-market swap rate and a spread
of 266.5 bps.
Resettable Security Reset Dates 24 September 2023 and at 5 yearly intervals thereafter.
Interest payment dates 24 September and 24 March in each year commencing on 24 March
2019.
Cancellation of interest payments On any date for payment of interest, the Company may at its
discretion, and in some circumstances
will, cancel any payments of interest which would otherwise have
been due on such date. Any
interest so cancelled will not be due and will not accrue.
Conversion If the Company, the United Kingdom Prudential Regulation Authority
or other entity primarily
responsible for the prudential supervision of the Company, or its
agent appointed for such
purpose, determines that a Capital Adequacy Trigger has occurred,
the Securities will be converted
into ordinary shares of the Company ("Ordinary Shares") at the
relevant conversion price on
a date falling not more than one month from the determination that
a Capital Adequacy Trigger
has occurred.
Capital Adequacy Trigger "Capital Adequacy Trigger" means at any time that the Company's
Common Equity Tier 1 Capital
Ratio (on a consolidated basis and without applying the
transitional provisions set out in
Part Ten of the CRD IV Regulation) is below 7.00%.
For these purposes:
"Applicable 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 United Kingdom (whether or not such requirements,
guidelines or policies
are applied generally or specifically to the Company and/or any
member of its group);
"CET1 Capital" means, as at any date, the sum, expressed in U.S.
Dollars of all amounts that
constitute Common Equity Tier 1 Capital of the Company together
with its consolidated subsidiaries
(the "HSBC Group") as at such date, less any deductions from
Common Equity Tier 1 Capital
(as defined in the Applicable Rules as interpreted and applied in
accordance with the Applicable
Rules or by the United Kingdom Prudential Regulation Authority) of
the HSBC Group 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 CRD IV Regulation
(or in any successor provisions thereto or any equivalent
provisions of the Applicable Rules
which replace or supersede such provisions), in accordance with
the Applicable Rules as at
such date;
"Common Equity Tier 1 Capital Ratio" means, as at any date, the
ratio of the CET1 Capital
as at such date to the Risk Weighted Assets as at the same date,
expressed as a percentage
and on the basis that all measures used in such calculation shall
be calculated without applying
the transitional provisions set out in Part Ten of the CRD IV
Regulation (or in any successor
provisions thereto or any equivalent provisions of the Applicable
Rules which replace or supersede
such provisions);
"CRD IV" means Directive 2013/36/EU on access to the activity of
credit institutions and the
prudential supervision of credit institutions and investment
firms, as amended, supplemented
or replaced from time to time (the "CRD IV Directive") and
Regulation (EU) No. 575/2013 on
prudential requirements for credit institutions and investment
firms of the European Parliament
and of the Council of 26 June 2013, as amended, supplemented or
replaced from time to time
(the "CRD IV Regulation"); and
"Risk Weighted Assets" means, as of any date, the aggregate
amount, expressed in U.S. Dollars,
of the risk weighted assets of the 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 CRD IV Regulation (or in any successor provisions thereto
or any equivalent provisions
of the Applicable Rules which replace or supersede such
provisions), in accordance with the
Applicable Rules.
Conversion price The conversion price per Ordinary Share for the Securities is SGD
4.86068. Therefore, assuming
that there is no adjustment to the conversion price, the maximum
number of Ordinary Shares
which may be issued upon conversion of the Securities is
154,299,398.
Adjustments to the conversion price The conversion price will be adjusted upon the occurrence of the
following events: (i) a consolidation,
reclassification, redesignation or subdivision of the Ordinary
Shares, (ii) an issuance of
Ordinary Shares in certain circumstances by way of capitalisation
of profits or reserves,
(iii) an extraordinary dividend or (iv) an issue of Ordinary
Shares to shareholders as a class
by way of rights, in each case only in the situations and to the
extent provided in the Offering
Memorandum. There is no requirement that there should be an
adjustment for every corporate
or other event that may affect the value of the Ordinary Shares.
Conversion Shares Offer If a Capital Adequacy Trigger occurs despite recovery actions
having been taken, the Company
may, at its discretion, give existing shareholders of the Company
the opportunity to purchase
the Ordinary Shares issued on conversion or exchange of any of the
Securities on a pro rata
basis, where practicable and subject to applicable laws and
regulations. This would be at
a price of GBP 2.70 (which is the conversion price translated into
GBP at an exchange rate
of GBP 1.00 = SGD 1.80025).
Ranking of conversion shares The Ordinary Shares to be issued upon conversion of the Securities
will rank pari passu in
all respects with the Ordinary Shares then in issue on the
relevant conversion date.
Redemption at the option of the Company The Securities may be redeemed in whole (but not in part) at the
option of the Company on
any Resettable Security Reset Date at a redemption price equal to
100% of the principal amount
plus any accrued, unpaid and not cancelled interest to (but
excluding) the date of redemption.
Redemption for taxation reasons The Securities may be redeemed in whole (but not in part) at the
option of the Company upon
the occurrence of certain events relating to taxation listed in
Condition 6(b) of the terms
and conditions of the Securities, at a redemption price equal to
100% of the principal amount
plus any accrued, unpaid and not cancelled interest to (but
excluding) the date of redemption.
Redemption upon Capital Disqualification Event The Securities may be redeemed in whole (but not in part) at the
option of the Company if
a Capital Disqualification Event occurs at a redemption price
equal to 100% of the principal
amount plus any accrued, unpaid and not cancelled interest to (but
excluding) the date of
redemption.
Capital Disqualification Event A Capital Disqualification Event occurs if the Company determines
at any time after the Issue
Date, that there is a change in the regulatory classification of
the Securities that results
in or will result in:
(1) their exclusion in whole or in part from the regulatory
capital of the HSBC Group; or
(2) reclassification in whole or in part as a form of regulatory
capital of the HSBC Group
that is lower than Additional Tier 1 Capital (which term has the
meaning given to it by the
United Kingdom Prudential Regulation Authority or other entity
primarily responsible for the
prudential supervision of the Company).
Condition to payments Payments of interest or redemption amounts in respect of the
Securities are subject to the
Company remaining solvent after having made such payment.
Covenants Whilst any Security remains outstanding, the Company shall (if and
to the extent permitted
by the Applicable Rules from time to time and only to the extent
that such covenant would
not cause a Capital Disqualification Event to occur), save with
the approval of an extraordinary
resolution of holders of the Securities:
(1) not make any issue, grant or distribution or take or omit to
take any other action if
the effect thereof would be that, on conversion, Ordinary Shares
could not be legally issued
as fully paid;
(2) use all reasonable endeavours to ensure that the Ordinary
Shares issued upon conversion
are listed on the London Stock Exchange (or if the Ordinary Shares
are no longer listed on
the London Stock Exchange at the time of conversion, the principal
stock exchange or securities
market on which the Ordinary Shares are then listed);
(3) at all times keep available for issue, free from pre-emptive
or other preferential rights,
sufficient Ordinary Shares to enable conversion of the Securities
to be satisfied in full;
(4) use all reasonable endeavours to appoint any agents or
advisers that it is required to
appoint under the terms and conditions applicable to the
Securities.
Transfers after Suspension Date: Transfers of beneficial interests in the Securities where such
Securities are represented
by a global registered security will not be registered by the
clearing systems after the date
specified as the "Suspension Date' in a notice given by the
Company to holders of Securities
after the occurrence of a Capital Adequacy Trigger.
Form The Securities will be represented by a global registered security
which is exchangeable for
definitive registered securities in the limited circumstances
specified in such global registered
security.
Status The Securities will constitute direct, unsecured and subordinated
obligations of the Company,
ranking equally without any preference among themselves.
Listing Application will be made to admit the Securities to listing on the
Official List of the Irish
Stock Exchange and to trading on the Global Exchange Market of the
Irish Stock Exchange on
or around the Issue Date. No assurance can be given as to whether
or not, or when, such application
will be granted.
Waiver granted by the SEHK and specific mandate for the issuance
of the Securities
The Company announced on 5 March 2018 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 "2018 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 2018 annual general meeting of the Company held on 20
April 2018, the shareholders of the Company approved the 2018
Mandate allowing the Company to allot Ordinary Shares or grant
rights to subscribe for, or to convert any security into, Ordinary
Shares in connection with the issue of CCSs up to an aggregate
nominal amount of USD 1,999,610,418, equivalent to approximately
20% of the Company's issued ordinary share capital as at 20
February 2018 without first offering them to existing shareholders.
The 2018 Mandate is effective until the Company's annual general
meeting in 2019 or the close of business on 30 June 2019, 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 2018 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 USD
6,665,368,060, representing approximately two-thirds of the
Company's issued ordinary share capital in total as at 20 February
2018, subject to certain limitations as described in the notice of
the 2018 annual general meeting of the Company dated 7 March 2018).
For further details, please refer to the notice of the 2018 annual
general meeting of the Company dated 7 March 2018 and the
announcement of the Company dated 20 April 2018 disclosing the poll
results of such meeting.
As of the date of this announcement, the aggregate nominal
amount of the Ordinary Shares which may be issued upon conversion
of all the CCSs issued by the Company prior to the date of this
announcement pursuant to and out of the 2018 Mandate (assuming
there is no adjustment to the conversion price) is USD
1,999,610,418. 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 USD 77,149,699. Accordingly, the Securities are
being issued pursuant to and out of the 2018 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 SGD 750,000,000. The net proceeds from the
issuance of the Securities, after the deduction of commission, are
expected to be SGD 742,500,000.
Fund raising activities in the past 12 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 USD 2,250,000,000 6.250% Perpetual
Subordinated Contingent Convertible Securities as disclosed in the
announcements of the Company dated 20 March 2018 and 23 March 2018,
which are available on the Company's website. 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; and
(4) the issue of the USD 1,800,000,000 6.500% Perpetual
Subordinated Contingent Convertible Securities as disclosed in the
announcements of the Company dated 20 March 2018 and 23 March 2018,
which are available on the Company's website. 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 a Capital Adequacy Trigger occurs, assuming full
conversion of the Securities at their initial conversion prices
takes place, the Securities will be convertible into approximately
154,299,398 Ordinary Shares representing approximately 0.78% of the
issued share capital of the Company as at the date of this
announcement and approximately 0.77% of the issued share capital of
the Company as enlarged by the issue of such conversion Ordinary
Shares.
The conversion Ordinary Shares to be issued upon conversion of
the Securities will rank pari passu in all respects with the
Ordinary Shares then in issue on the relevant 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 17 September 2018 (being the latest practicable date prior to
the release of this announcement) and in each case assuming full
conversion of the Securities:
Assuming the Securities are fully converted
into Ordinary Shares at the respective
initial
As of 17 September 2018 conversion prices
---------------------------------------------- ---------------------------------------------
% of the enlarged
Number of Ordinary % of total issued Number of Ordinary issued Ordinary
Name of Shareholders Shares Ordinary Shares Shares Shares
----------------------- ---------------------- ---------------------- ---------------------- ---------------------
Ping An Asset
Management Co., Ltd.
(Note 1) 1,253,254,972 6.29 1,253,254,972 6.25
BlackRock, Inc. (Note
2) 1,335,163,793 6.71 1,335,163,793 6.66
Subscribers of the
Securities 0 0 154,299,398 0.77
Other public
Shareholders 17,318,365,788 87.00 17,318,365,788 86.33
Total Issued Ordinary
Shares 19,906,784,553 100 20,061,083,951 100(NOTE 4)
====================== ====================== ====================== =====================
Note:
1. Based on a disclosure of interest filing made by Ping An
Asset Management Co., Ltd on 13 February 2018, as per the long
position as at 9 February 2018.
2. Based on a disclosure of interest filing made by BlackRock,
Inc. on 22 August 2018, as per the long position as at 17 August
2018.
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.
4. Not an arithmetic aggregation due to rounding differences.
Enquiries:
Investor enquries to:
Greg Case (UK) Tel: +44 (0) 20 7992 3825
Hugh Pye (HK) Tel: +852 28224908
Media enquiries to:
Ankit Patel (UK) Tel: +44 (0) 20 7991 9813
Vinh Tran (HK) Tel: +852 2822 4924
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 Issuer and are
not covered by the United Kingdom Financial Services Compensation
Scheme or insured by the U.S. 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 U.S. 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, U.S. 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 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 United Kingdom Financial Conduct
Authority (the "FCA") published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares)
Instrument 2015, which took effect from 1 October 2015 (the "PI").
In addition, (i) on 1 January 2018, the provisions of Regulation
(EU) No. 1286/2014 on key information documents for packaged and
retail and insurance-based investment products (the "PRIIPs
Regulation") became directly applicable in all EEA member states
and (ii) the Markets in Financial Instruments Directive 2014/65/EU
(as amended, "MiFID II") was required to be implemented in EEA
member states by 3 January 2018. Together, the PI, the PRIIPs
Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i)
the manufacturing and distribution of financial instruments and
(ii) the offering, sale and distribution of packaged retail and
insurance-based investment products and certain contingent write
down or convertible securities, such as the Securities.
Potential investors 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), including the Regulations.
The Company and some or all of the Managers are required to
comply with the Regulations. By purchasing, or making or accepting
an offer to purchase (including by an indication of interest), any
Securities (or a beneficial interest in such Securities) from the
Company and/or the Managers, each prospective investor represents,
warrants, agrees with and undertakes to the Company and each of the
Managers that:
(1) it is not a retail investor in the EEA;
(2) it will not (A) sell, offer or recommend the Securities (or
any beneficial interest therein) or otherwise make them available
to retail investors in the EEA or (B) communicate (including the
distribution of 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 investor in the
EEA; and
(3) 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 applicable 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, having regard to the target market assessment for the
Securities.
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 2002/92/EC (as amended, the "IMD"), where that customer
would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II.
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.
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 European Economic Area
("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 2002/92/EC, 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 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.
For and on behalf of
HSBC Holdings plc
B J S Mathews
Group Company Secretary
Note 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 3,800 offices in 66 countries and territories in Europe,
Asia, North and Latin America, and Middle East and North Africa.
With assets of USD 2,607bn at 30 June 2018, 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:
Mark Tucker*, John Flint, Kathleen Casey , Laura Cha , Henri de
Castries , Lord Evans of Weardale , Irene Lee , Iain Mackay, Heidi
Miller , Marc Moses, David Nish , Jonathan Symonds , Jackson Tai
and Pauline van der Meer Mohr .
* Non-executive Group Chairman
Independent non-executive Director
ends/all
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGRGDCBUDBGIG
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