Subscription
Managers
The
Hongkong and Shanghai Banking Corporation Limited, Singapore Branch
will be the sole global coordinator and a joint bookrunner
(the 'Sole Global
Coordinator and Joint Bookrunner').
DBS Bank
Ltd., United Overseas Bank Limited, and Oversea-Chinese Banking
Corporation Limited will be joint bookrunners (together with the
Sole Global Coordinator and Joint Bookrunner, the
'Managers').
Subscription
Agreement
The
Company and the Managers have entered into a subscription agreement
dated 12 June 2024 (the 'Issue Agreement Date') in relation
to the Securities (the 'Subscription Agreement'). Pursuant to
the Subscription Agreement and the dealer agreement dated 2 September 2014 as last modified and restated
by a modified and restated dealer agreement dated 27 March 2024
(the 'Dealer
Agreement') made between the Company and HSBC
Bank plc, subject to fulfilment of the conditions set out below in
the section headed 'Conditions precedent to the subscription', the
Managers have agreed jointly and severally to subscribe for the
Securities in immediately available funds, to be issued by the
Company on the Issue Date, being 14 June
2024, in an aggregate principal amount of
SGD1,500,000,000.
Pursuant to the terms of the Subscription Agreement and Dealer
Agreement, the Company has agreed to indemnify the several Managers
against certain liabilities in connection with the
Securities.
Conditions precedent to the
subscription
The
Managers' obligations to subscribe for the Securities on the Issue
Date are subject to the satisfaction of a number of conditions,
including:
(a) the receipt of (i) certain
specified opinions of counsel to the Company and counsel to the
Managers, (ii) specified certificates of authorised signatories of
the Company, and (iii) a letter from the Company's independent
auditor;
(b) the truth and correctness in
all material respects of certain representations and warranties of
the Company contained in the Dealer Agreement on the Issue
Agreement Date and on the Issue Date, in each case with reference
to the facts and circumstances then subsisting;
(c) 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 the relevant significant new factor,
material mistake or inaccuracy arisen or been noted prior to the
date of the Offering Memorandum and which is material in the
context of the issue of the Securities;
(d) there having been, since the
Issue Agreement Date, in the opinion of the Managers (after such
consultation with the Company as may be reasonably practicable in
the circumstances), no such change in national or international
financial, political or economic conditions or currency exchange
rates as would, in their view, be likely to prejudice materially
the placement, distribution or sale of the Securities or dealings
in the Securities in the secondary market; and
(e) 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
US$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
knowledge, information and belief of the directors of the Company,
save as described 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 Sole Global
Coordinator and Joint Bookrunner and
HSBC Bank plc 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.
|
|
|
|
|
|
Securities
offered
|
|
SGD1,500,000,000 in aggregate principal amount.
|
|
Maturity
date
|
|
Perpetual.
|
|
|
|
|
|
Issue
price
|
100% of the aggregate principal amount
of the Securities.
|
|
|
|
|
Interest
|
From
(and including) the Issue Date to (but excluding) the first Reset
Date (as defined below) 5.250 % per annum
(the 'Initial Rate of
Interest').
From (and including) each Reset Date to (but excluding) the next
following Reset Date, the applicable per annum interest rate
(the 'Reset Rate of
Interest')
will be equal to the sum of the SORA-OIS Rate (as determined in
accordance with the provisions below) and 2.237%.
|
|
|
|
|
Reset Date
|
The
Resettable Security Interest Payment Date (as defined below)
falling on 14 December 2029 and 14 December 2034,
and thereafter each Resettable Security Interest
Payment Date falling on 14 December in each year falling five years
after the immediately preceding Reset Date (each such date,
a 'Reset
Date').
Each
period from (and including) a Reset Date to (but excluding) the
following Reset Date will be a 'Reset Period'.
|
|
|
|
|
Resettable Security Interest
Payment Dates
|
14 June
and 14 December in each year commencing on 14 December
2024.
|
|
Reset Determination
Dates
|
The
second business day immediately preceding a Reset Date (each,
a 'Reset Determination
Date').
|
|
|
|
|
SORA-OIS
Rate
|
The
Calculation Agent will, in respect of each Reset Period, determine
the five-year SORA-OIS reference rate available on the
'OTC SGD
OIS' page on
Bloomberg under 'BGN' appearing
under the column headed 'Ask'
(or such other substitute page thereof or if there
is no substitute page, the screen page which is the generally
accepted page used by market participants at that time as
determined by an independent financial institution (which is
appointed by the Company and notified to the Calculation Agent))
(the 'Relevant SORA-OIS Screen
Page') at
the close of business on the relevant Reset Determination Date
(such rate, the 'SORA-OIS
Rate'), and
the Reset Rate of Interest for the relevant Reset Period shall be
the sum of the SORA-OIS Rate as determined in accordance with the
above provisions and 2.237%, with such sum converted (if
necessary) in line with market convention to a basis (e.g. annual,
semi-annual, quarterly) equivalent to the frequency with which
scheduled interest payments are payable on the Notes during the
relevant Reset Period, all as determined by the Calculation Agent;
provided, however, that if the Relevant
SORA-OIS Screen Page is not available or such rate does not appear
on the Relevant SORA-OIS Screen Page on the relevant Reset
Determination Date, the Reset Rate of Interest (as applicable)
shall be determined to be the rate of interest as at the last
preceding Reset Date or, in the case of the first Reset
Determination Date, the Reset Rate of Interest shall be the Initial
Rate of Interest.
Notwithstanding the above provisions, if the Company (in
consultation, to the extent practicable, with the Calculation
Agent) determines that a Benchmark Event (as defined in the terms
and conditions of the Securities (the 'Conditions')) has occurred in relation to an Original Reference Rate when
any interest rate (or the relevant component part thereof) remains
to be determined by reference to that Original Reference Rate, then
a number of fallback provisions apply, as set out in the
Conditions, including the potential determination by an Independent
Adviser (as defined below) or by the Company (in consultation, to
the extent practicable, with the Calculation Agent and acting in
good faith and in a commercially reasonable manner) of a successor
rate or alternative reference rate for determining the Reset Rate
of Interest.
'Original Reference Rate'
means (A) the SORA-OIS Rate (or any component
part(s) thereof) or (B) (if applicable) any other successor rate or
alternative reference rate (or any component part(s) thereof)
determined and applicable to the Securities pursuant to the earlier
operation of the above-mentioned fallback provisions.
|
|
|
|
|
Discretionary interest
payments
|
The
Company shall be entitled at its full discretion to cancel (in
whole or in part) any amounts of
interest otherwise payable in respect of the Securities on any
date (the 'Discretionary Interest Payment Right').
|
|
|
|
|
Restriction on interest
payments
|
In
addition to the Discretionary Interest Payment Right, 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 that is
applicable to the Company is exceeded, the Company would not be
solvent at the time of such interest payment, or the Lead Regulator
(as defined below) orders the Company to cancel (in whole or in
part) the interest otherwise payable on such interest payment date,
in which case Company shall cancel (in whole or, as the case may
be, in part) the interest otherwise payable on such
date.
|
|
|
|
|
Optional
redemption
|
The
Securities will not be redeemable at the option of the holders of
the Securities (the 'Securityholders') at any time.
Subject
to certain conditions described in the Conditions, the Securities
may be redeemed in whole (but not in part) at the Company's option
in its sole discretion on any business day during an Optional
Redemption Period (as defined below), on giving not less than 10
nor more than 60 days' notice to the Securityholders, at a
redemption price equal to 100% of the principal amount, together
with (to the extent not cancelled pursuant to the terms and
conditions of the Securities (the 'Conditions')) interest accrued and unpaid thereon, if any, to the date
fixed for redemption.
'Optional Redemption Period' means each period commencing on (and
including) the date falling six months prior to a Reset Date, and
ending on (and including) such Reset Date.
|
|
Special event
redemption
|
Subject
to certain conditions described in the Conditions, the Securities
may be redeemed in whole (but not in part) at the option of
the Company in its sole discretion upon the
occurrence of a Tax Event or a Capital Disqualification Event. In
each case, the redemption price for the Securities will be equal to
100% of their principal amount, together with (to the extent not
cancelled pursuant to the Conditions) interest accrued and unpaid
thereon, if any, to the date fixed for redemption.
A 'Tax
Event' will
be deemed to have occurred with respect to the Securities if at any
time the Company determines that certain tax events have occurred
(as specified in the Conditions).
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 in or will result in
their (i) exclusion in whole or in part from the regulatory capital
of the Company together with its consolidated subsidiaries
(the 'HSBC
Group') (other than as a consequence of a
conversion of the Securities following the occurrence of a Capital
Adequacy Trigger); 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.
|
|
|
|
|
Capital Adequacy
Trigger
|
A 'Capital Adequacy
Trigger' will occur if at any time the Common Equity Tier 1 Capital
Ratio of
the
HSBC Group is below 7.00%.
Whether
a Capital Adequacy Trigger has occurred at any time shall be
determined by the Company, the Lead Regulator or any agent of the
Lead Regulator appointed for such purpose by the Lead
Regulator.
'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 UK including, without limitation to the generality of the
foregoing, the UK CRR, the Banking Act and any regulations,
requirements, guidelines and policies relating to capital adequacy
adopted by the Lead 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 holding or
subsidiary company of the Company or any subsidiary of any such
holding company), in each case as amended, supplemented or replaced
from time to time.
'Banking Act'
means the Banking Act 2009, as amended.
'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 HSBC Group as at such date, less any
deductions from Common Equity Tier 1 Capital 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 10 of the UK CRR (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 applicable to the Company as
at such date (which calculation shall be binding on the trustee and
the Securityholders).
'Common Equity Tier 1
Capital' has the
meaning given to it in the Applicable Rules as interpreted and
applied in accordance with the Applicable Rules then applicable to
the HSBC Group or by the Lead Regulator.
'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 10 of the UK CRR (or in any
successor provisions thereto or any equivalent provisions of the
Applicable Rules which replace or supersede such
provisions).
'Lead Regulator' means the Prudential Regulation
Authority or any successor or other entity primarily responsible
for the prudential supervision of the Company.
|
|
|
'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 10 of
the UK CRR (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
applicable to the HSBC Group as of such date (which calculations
shall be binding on the trustee and the
Securityholders) and where the term 'risk weighted
assets' means the
risk weighted assets or total risk exposure amount, as calculated
by the Company in accordance with the Applicable Rules applicable
to the HSBC Group as of such date.
'UK
CRR' means
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 or supplemented, as it
forms part of domestic law in the UK by virtue of the European
Union (Withdrawal) Act 2018, as amended (the 'EUWA').
|
|
Conversion upon a Capital
Adequacy Trigger
|
If a
Capital Adequacy Trigger occurs:
i. the Securities shall be irrevocably
discharged and satisfied by its conversion into Ordinary Shares,
credited as fully paid, in the manner and in the circumstances
described in the Conditions, and the issuance and delivery of such
Ordinary Shares to the Settlement Shares Depositary;
ii. such conversion shall occur without
delay upon the occurrence of such Capital Adequacy Trigger and, in
any event, within one month from the time it is determined that the
Capital Adequacy Trigger has occurred or within such shorter period
as the Lead Regulator may require (such date on which conversion is
to occur is the 'Conversion Date'); and
iii. the Securities will be converted in whole and
not in part on the Conversion Date, at which point all of the
Company's obligations under the Securities shall be irrevocably
discharged and satisfied by the Company's issuance and delivery of
the relevant Ordinary shares to the Settlement Shares Depositary on
the Conversion Date.
The
Securities will not be convertible into Ordinary Shares at the
option of the Securityholders at any time.
'Ordinary Shares'
means fully paid ordinary shares in the capital of
the Company.
'Settlement Shares Depositary' means a reputable financial
institution, trust company or similar entity (which in each such
case is wholly independent of the Company) to be appointed by the
Company on or prior to any date when a function ascribed to the
Settlement Shares Depositary in the Conditions is required to be
performed and which will hold the Ordinary Shares (and any
Alternative Consideration, if applicable) on trust for
Securityholders in one or more segregated accounts, unless
otherwise required to be transferred out of such accounts for the
purposes of a Conversion Shares Offer, and otherwise on terms
consistent with the Conditions.
|
|
|
|
|
Ordinary Shares and
Conversion Price
|
The
Company shall issue and deliver to the Settlement Shares Depositary
on the Conversion Date a number of Ordinary Shares in respect of a
Security determined by dividing the principal amount of such
Security by the Conversion Price, subject to rounding and
fractional adjustments set out in the Conditions.
The 'Conversion Price' is fixed initially at SGD4.6481 per
Ordinary Share 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 of the Securities is approximately
322,712,506.
|
|
|
|
|
Ranking of Conversion
Shares
|
The
Ordinary Shares issued and delivered on conversion will be fully
paid and non-assessable and
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 any
Ordinary Shares so issued and delivered will not rank for (or, as
the case may be, the relevant Securityholder shall not be entitled
to receive) any rights, distributions or payments the record date
or other due date for the establishment of entitlement for which
falls prior to the Conversion Date.
|
|
|
|
|
Conversion Shares
Offer
|
The
Company may elect, at its sole and absolute discretion and
following the conversion upon a Capital Adequacy Trigger (as
described above), that the Settlement Shares Depositary (or an
agent on its behalf) will make an offer of, in the Company's sole
and absolute discretion, all or some of the Ordinary Shares to be
delivered on conversion to, in the Company's sole and absolute
discretion, all or some of the Company's Shareholders at such time,
such offer to be at a cash price per Ordinary Share equal to the
Conversion Shares Offer Price, in accordance with the following
provisions, subject to certain conditions (a 'Conversion Shares Offer').
The 'Conversion Shares Offer
Price' is
fixed initially at £2.70 per Conversion
Share and is subject to certain
anti-dilution adjustments as described below.
On the
Issue Date, the Conversion Shares Offer Price and the Conversion
Price will be equal (based on an exchange rate of £1.00 =
SGD1.7215).
|
|
|
|
|
Conversion Shares Offer
consideration
|
Upon
expiry of the Conversion Shares Offer period, the Settlement Shares
Depositary will provide notice to the Securityholders of the
composition of the Alternative Consideration (and of the deductions
to the cash component, if any, of the Alternative Consideration (as
set out in the definition of Alternative Consideration)). The
Alternative Consideration shall be held on trust by the Settlement
Shares Depositary for the Securityholders.
'Alternative Consideration' means, in respect of each Security
and as determined by the Company:
(a) if
all of the Ordinary Shares to be issued and delivered on conversion
are sold in the Conversion Shares Offer, the pro rata share of the cash proceeds
from the sale of such Ordinary Shares attributable to such Security
(converted, if necessary, into Singapore Dollars at a prevailing
exchange rate pursuant to the Conditions) as determined by the
Settlement Shares Depositary, and less the pro rata share of any foreign exchange
transaction costs and an amount equal to the pro rata share of any taxes or duties
(including, without limitation, any capital, stamp, issue and
registration and transfer taxes or duties) that may arise or be
paid in connection with the issue and delivery of Ordinary Shares
to the Settlement Shares Depositary pursuant to the Conversion
Shares Offer;
(b) if
some, but not all of such Ordinary Shares to be issued and
delivered upon conversion are sold in the Conversion Shares Offer,
(x) the pro rata share of the cash proceeds from the sale of such
Ordinary Shares attributable to such Security (converted, if
necessary, into Singapore dollars at a prevailing exchange rate
pursuant to the Conditions) as determined by the Settlement Shares
Depositary, and less the pro
rata share of any foreign exchange transaction costs and an
amount equal to the pro
rata share of any taxes or duties (including, without
limitation, any capital, stamp, issue and registration and transfer
taxes or duties) that may arise or be paid in connection with the
issue and delivery of Ordinary Shares to the Settlement Shares
Depositary pursuant to the Conversion Shares Offer and (y) the
pro rata share of such
Ordinary Shares not sold pursuant to the Conversion Shares Offer
attributable to such Security rounded down to the nearest whole
number of Ordinary Shares; and
(c) if
no Ordinary Shares are sold in the Conversion Shares Offer, the
relevant number of Ordinary Shares which would have been received
had the Company not elected that the Settlement Shares Depositary
should carry out a Conversion Shares Offer.
|
|
|
|
|
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, redesignation or subdivision in relation to the
Ordinary Shares, (ii) an issuance of Ordinary Shares in certain
circumstances by way of capitalisation of profits or reserves,
(iii) an Extraordinary Dividend (as defined in the Conditions),
(iv) an issue of Ordinary Shares to shareholders as a class by way
of rights or (v) a Qualifying Relevant Event (as defined in the
Conditions), in each case only in the situations and to the extent
provided in the Conditions.
Adjustments are not required for every corporate or other
event that may affect the market price of the Conversion Shares and
an Independent Adviser may make modifications as it determines to
be appropriate.
'Independent
Adviser' means an
independent financial institution of international repute or other
independent financial adviser experienced in the international
capital markets, in each case appointed by the Company at its own
expense.
|
|
|
|
|
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 of
Securities
|
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.
The Securities will be registered in the name of a nominee for the
common depositary for Euroclear Bank SA/NV and Clearstream Banking
S.A. and the global registered security will be deposited on or
about the Issue Date with the common depositary.
|
|
|
|
|
Status
|
The
Securities constitute direct, unsecured obligations of the Company
ranking pari passu without
any preference among themselves. The rights and claims of the
Securityholders are subordinated in the event of the winding-up of
the Company in England to the Prior Ranking Creditors and as
described in the Conditions.
'Prior Ranking Creditors'
means the creditors of the Company (a) who are
unsubordinated creditors, or (b) whose claims are, or are expressed
to be subordinated to the claims of unsubordinated creditors but
not further or otherwise, or (c) whose claims are, or are expressed
to be, junior to the claims of other creditors of the Company,
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
the Capital Adequacy Trigger and includes creditors in respect of
(i) the principal and interest in respect of the Existing
Subordinated Eurobonds (as such term is defined in the Conditions)
and (ii) the principal and interest in respect of any Subordinated
Notes (as such term is defined in the Conditions).
|
|
|
|
|
Listing
|
Application will be made to admit the Securities to the
Official List of the Irish Stock Exchange and to trading on the GEM
on or around the Issue Date. No assurance can be given as to
whether or not, or when, such application will be granted. The GEM
is not a regulated market for the purposes of the Directive
2014/65/EU (as amended, 'MiFID II') or Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the EUWA.
|
|
|
|
|
Calculation
Agent
|
HSBC
Bank plc, or its successor appointed by the Company, pursuant to a
calculation agent agreement expected to be entered into on the
Issue Date (the 'Calculation
Agent').
|
|
|
|
|
Minimum
Denominations
|
The
Securities will be issued only in registered form in minimum
denominations of SGD250,000.
|
|
|
|
|
Business
Day
|
A day
on which commercial banks and foreign exchange markets settle
payments and are open for general business (including dealings in
foreign exchange and foreign currency deposits) in London,
Singapore, New York and Hong Kong.
|
|
|
|
|
Governing Law and
Jurisdiction
|
The
trust deed relating to the Securities (the 'Trust Deed') and the Securities, and any non-contractual obligations
arising out of or in connection with the Trust Deed and the
Securities, shall be governed by, and construed in accordance with,
English law. The courts of England have exclusive jurisdiction to
settle any dispute arising from or connected with the Securities
(including any non-contractual obligations arising out of or in
connection with the Securities).
|
Waiver granted by the SEHK
and specific mandate for the issuance of the
Securities
The
Company announced on 20 March 2024
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, to 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
2024 annual general meeting of the Company held on 3 May 2024, the
shareholders of the Company approved the 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
US$1,905,105,226, equivalent to approximately 20% of the Company's
issued ordinary share capital as at 7 March
2024, without first offering them to
existing shareholders. The Mandate is effective until the Company's
annual general meeting in 2025 or the close of business on 30 June
2025, 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, at the 2024
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$6,350,350,753, representing approximately two-thirds of the Company's issued
ordinary share capital in total as at 7
March 2024, subject to certain limitations
as described in the notice of the 2024 annual general meeting of
the Company dated 22 March 2024
(the 'AGM
Notice')).
For further details, please refer to the AGM Notice and the
announcement of the Company dated 3 May 2024 disclosing the poll
results of such meeting.
As of
the date of this announcement, no CCSs
convertible into Ordinary Shares and covered by the Mandate have
been issued by the Company. Accordingly, there is
remaining headroom under the Mandate of
US$1,905,105,226 in nominal amount of Ordinary Shares. 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$161,356,253. 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 occurs, and Ordinary Shares are issued
pursuant to the conversion of the Securities, application will be
made by the Company to (i) the UK Financial Conduct 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 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 maintain and
further strengthen the Company's capital base pursuant to
requirements under the UK CRR.
The
aggregate gross proceeds from the issuance of the
Securities are expected to
be SGD1,500,000,000. The net proceeds from the issuance of the
Securities, after the
deduction of the commission to the Managers, are expected to be
SGD1,485,000,000.
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 for the Issuances of Ordinary Shares to
Employees.
For
these purposes, '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 the initial Conversion Price takes place, the
Securities will be convertible into approximately
322,712,506 Ordinary Shares representing, as at 6
June 2024,
approximately 1.72%
of the issued share capital of the Company and approximately
1.70% of the issued share
capital of the Company as enlarged by the issue of such Conversion
Shares.
The
Conversion Shares issued upon conversion of the Securities
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 any Ordinary Shares so issued and delivered
will not rank for (or, as the case may be, the relevant
Securityholder shall not be entitled to receive) any rights,
distributions or payments the record date or other due date for the
establishment of entitlement for 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 6 June 2024 (being the latest
practicable date prior to the release of this announcement)
and assuming full conversion of the
Securities):
|
|
|
Assuming the Securities are
fully converted into Ordinary Shares at the initial Conversion
Price
|
|
|
Number of Ordinary
Shares
|
% of total issued Ordinary
Shares
|
Number of Ordinary
Shares
|
% of the enlarged issued
Ordinary Shares
|
|
Subscribers of the Securities
|
0
|
0.00%
|
322,712,506
|
1.70%
|
|
Other
public Shareholders
|
18,713,176,856
|
100.00%
|
18,713,176,856
|
98.30%
|
|
Total Issued Ordinary
Shares
|
18,713,176,856
|
100.00%
|
19,035,889,362
|
100.00%
|
Note:
1. 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:
|
|
|
|
Greg
Case
|
+44 (0)
20 7992 3825
|
investorrelations@hsbc.com
|
|
Media enquiries
to:
|
|
|
|
Press
Office
|
+44 (0)
20 7991
8096
|
pressoffice@hsbc.com
|
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 Company 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. 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 UK, the 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. 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 Managers,
each prospective investor represents, warrants, agrees with and
undertakes to the Company and the Managers that:
i. it is not a retail client in
the UK; and
ii. it will not (A) sell or offer the
Securities (or any beneficial interests therein) to retail clients
in the UK 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 client in the UK.
For the
avoidance of doubt, the obligations above are without prejudice to
the need to comply at all times with all applicable laws,
regulations and regulatory guidance (whether inside or outside the
European Economic Area (the '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 Offering Memorandum
(including (without limitation) any requirements under MiFID II or
the 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).
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.
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 EUWA; or (ii) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000, 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
Group Company Secretary and
Chief Governance Officer
Notes to
editors:
HSBC Holdings
plc
HSBC
Holdings plc, the parent company of HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 62
countries and territories. With assets of US$3,001 bn at 31 March 2024, HSBC is one
of the world's largest banking and financial services
organisations.
ends/all