FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO ANY ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING IN RESPECT OF ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
HSBC HOLDINGS plc
(Incorporated with limited liability in England and Wales, registered number 00617987; the liability of its members is limited)
("HGHQ" and the "Issuer")
NOTICE TO HOLDERS OF RESULTS OF ADJOURNED MEETINGS
NOTICE IS HEREBY GIVEN to the Holders of:
SGD 1,000,000,000 4.70 per cent. Perpetual Subordinated Contingent Convertible Securities
(ISIN: XS1624509300) (the "2017 SGD AT1 Securities")
SGD 750,000,000 5.00 per cent. Perpetual Subordinated Contingent Convertible Securities
(ISIN: XS1882693036) (the "2018 SGD AT1 Securities")
GBP 1,000,000,000 2.256 per cent. Resettable Notes due November 2026
(ISIN XS1716248197) (the "Senior Notes")
(each a "Series", and together the "Securities")
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Incorporated in England with limited liability. Registered number 617987
that, at the separate adjourned Meeting of Holders of the Senior Notes held on 29 October 2021, the relevant Extraordinary Resolution set out in the Notice of Separate Holder Adjourned Meetings previously notified to Holders in accordance with the terms of the relevant Trust Deed was duly passed and the relevant Eligibility Condition satisfied. Accordingly, the modifications referred to in the relevant Extraordinary Resolution will be implemented with effect from on or about 29 October 2021; and
that, at each separate adjourned Meeting of Holders of the 2017 SGD AT1 Securities and the 2018 SGD AT1 Securities held on 29 October 2021, the respective Extraordinary Resolution set out in the Notice of Separate Holder Adjourned Meetings previously notified to Holders in accordance with the terms of the relevant Trust Deed was not passed due to lack of quorum. Accordingly, the modifications referred to in the respective Extraordinary Resolution will not be implemented.
Unless the context otherwise requires, capitalised terms used but not defined in this Notice shall have the meaning given in the Consent Solicitation Memorandum dated 1 September 2021 (the "Consent Solicitation Memorandum").
For further information Holders should contact Lucid Issuer Services Limited, The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom (Attention: Arlind Bytyqi / Mu-yen Lo, Telephone: +44 20 7704 0880, Email: email@example.com)
This Notice is given by
HSBC HOLDINGS PLC (LEI: MLU0ZO3ML4LN2LL2TL39)
Dated 29 October 2021
DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. If any Holder is in any doubt as to the action it should take, or is unsure of the impact of the implementation of the relevant Extraordinary Resolution in the case of the Senior Notes, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Solicitation Agent, the Tabulation Agent, the Trustee, the Registrar (in respect of the 2017 SGD AT1 Securities and the 2018 SGD AT1 Securities) or the Principal Paying Agent expresses any opinion about the terms of the relevant Extraordinary Resolution.
Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to purchase or sell any security in any jurisdiction. The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.