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Issuer
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The
Company
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Aggregate principal amount
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£1,000,000,000
(or up to £1,100,000,000 if the Managers' over-allotment
option is exercised in full).
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Maturity date
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Perpetual
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Issue price
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100%
of the aggregate principal amount
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Interest
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Interest on the Securities will be a rate per annum equal to
(i) 5.875%, from (and including) the Issue Date to (but
excluding) 28 September 2026 and (ii) the sum of the
applicable Mid-Market Swap Rate on the relevant Reset Determination
Date and 4.276% (the "Margin"), from (and including) each Reset Date to (but
excluding) the next following Reset Date.
The "Mid-Market Swap
Rate" means the Mid-Market Swap
Rate Quotation that appears on Reuters page "ICESWAP4" (or such
other page as may replace such page on Reuters or such other
information service, in each case, 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 of
approximately 11:00 a.m. (London time) on the relevant Reset
Determination Date, all as determined by the calculation agent;
provided, however, that if no such rate appears on the relevant
screen page for a 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; provided further that if on any Reset Determination
Date the relevant screen page is not available or the Mid-Market
Swap Rate does not appear on the relevant screen page, subject to
the first proviso in the definition of Mid-Market Swap Rate
Quotation below, the calculation agent will request the principal
office in London of four major banks in the swap, money, securities
or other market most closely connected with the relevant Mid-Market
Swap Rate (as selected by the Company on the advice of an
investment bank of international repute) (the "Reference
Banks") to provide it with its
Mid-Market Swap Rate Quotation as of approximately 11:00 a.m.
(London time) on the relevant Reset Determination Date. If two or
more of the Reference Banks provide the calculation agent with
Mid-Market Swap Rate Quotations, the interest rate for the relevant
Reset Period will be the sum of the Margin and the arithmetic mean
of the relevant Mid-Market Swap Rate Quotations, as determined by
the calculation agent. If only one or none of the Reference
Banks provides the calculation agent with a Mid-Market Swap Rate
Quotation, the interest rate will be determined to be the rate of
interest as of the last preceding Reset Date or, in the case of the
initial Reset Determination Date, the Initial Interest
Rate.
The "Mid-Market Swap Rate
Quotation" means a quotation
(expressed as a percentage rate per annum) for the mean of the bid
and offered rates for the fixed leg payable semi-annually
(calculated on the basis of the actual number of days in the
relevant period from (and including) the date on which interest
begins to accrue to (but excluding) the date on which it falls due
divided by 365) of a fixed-for-floating interest rate swap
transaction in pounds sterling which transaction (i) has a
five-year term commencing on the relevant Reset Date, (ii) is in an
amount that is representative for a single transaction in the
pounds sterling swap rate market at 11:00 a.m. (London time) with
an acknowledged dealer of good credit in the swap market and (iii)
has a floating leg based on six-month LIBOR (calculated on the
basis of the actual number of days in the relevant period from (and
including) the date on which interest begins to accrue to (but
excluding) the date on which it falls due divided by
365); provided that, notwithstanding the second proviso in
the definition of Mid-Market Swap Rate, if the Company (in
consultation with the calculation agent) determines that the
Mid-Market Swap Rate has ceased to be published on the relevant
screen page as a result of LIBOR ceasing to be calculated or
administered for publication, the Company will use reasonable
efforts to appoint an Independent Financial Adviser to
determine the Alternative Base Rate and the Alternative Screen Page
by no later than five business days prior to the Reset
Determination Date (the "Reset Determination Cut-off
Date"). If the Company is
unable to appoint an Independent Financial Adviser, or if the
Independent Financial Adviser fails to determine the Alternative
Base Rate and the Alternative Screen Page prior to the Reset
Determination Cut-off Date, the Company will determine the
Alternative Base Rate and the Alternative Screen Page for the Reset
Period. In either case, the Mid-Market Swap Rate Quotation will
then be the quotation for the mean of bid and offered rates
determined as provided above but as if the reference to LIBOR was a
reference to the Alternative Base Rate on the Alternative Screen
Page with any required Calculation Changes. Notwithstanding the
foregoing, if the Company does not determine the Alternative Base
Rate and the Alternative Screen Page prior to the Reset
Determination Date, the interest rate will be determined to be the
rate of interest as of the last preceding Reset Date or, in the
case of the initial Reset Determination Date, the Initial Interest
Rate.
If the Independent Financial Adviser or the Company determines the
Alternative Base Rate, the Independent Financial Adviser or the
Company, as applicable, may also, following consultation with the
calculation agent, make changes to the day count fraction, the
business day convention and the definition of business day, in each
case in order to follow market practice, as well as any other
changes (including to the Margin) that the Calculation Agent,
following consultation with the Independent Financial Adviser (if
appointed), determines in good faith are reasonably necessary to
ensure the proper operation of the Alternative Base Rate or
the Mid-Market Swap Rate, as well as the comparability of
the interest rate determined by reference to the Alternative Base
Rate to the interest rate determined by reference to LIBOR (the
"Calculation
Changes").
The Company will promptly give notice of the determination of the
Alternative Base Rate, the Alternative Screen Page and any
Calculation Changes to the trustee, the paying agent, the
calculation agent and the securityholders; provided that failure to
provide such notice will have no impact on the effectiveness of, or
otherwise invalidate, any such determination.
"Alternative
Base Rate" means the rate that
has replaced LIBOR in customary market usage for determining
floating interest rates in respect of bonds denominated in pounds
sterling or, if the Independent Financial Adviser or the Company
(in consultation with the calculation agent and acting in good
faith and a commercially reasonable manner), as applicable,
determines that there is no such rate, such other rate as the
Independent Financial Adviser or the Company (in consultation with
the calculation agent and acting in good faith and a commercially
reasonable manner), as applicable, determines in its or the
Company's sole discretion is most comparable to
LIBOR.
"Alternative
Screen Page" means the
alternative screen page, information service or source on which the
Alternative Base Rate appears (or such other page, information
service or source as may replace the alternative screen page,
information service or source, in each case, as may be nominated by
the person providing or sponsoring the information appearing on
such page for purposes of displaying comparable
rates).
"Independent
Financial 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.
"LIBOR" means the interest rate benchmark known as the
London interbank offered rate, which is calculated and published by
a designated distributor (currently Thomson Reuters) in accordance
with the requirements from time to time of ICE Benchmark
Administration Limited (or any other person which takes over the
administration of that rate) based on the estimated interbank
borrowing rate for sterling that is provided by a panel of
contributor banks.
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Agreement with respect to the alternative base rate
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By its acquisition of the Securities, each securityholder (which,
for these purposes, includes each beneficial owner) (i) will
acknowledge, accept, consent and agree to be bound by the
Independent Financial Adviser's or the Company's determination of
the Alternative Base Rate, the Alternative Screen Page and any
Calculation Changes, including as may occur without any prior
notice from the Company and without the need for the Company to
obtain any further consent from such securityholder, (ii) will
waive any and all claims, in law and/or in equity, against the
trustee, the paying agent and the calculation agent for, agree not
to initiate a suit against the trustee, the paying agent and the
calculation agent in respect of, and agree that none of the
trustee, the paying agent or the calculation agent will be liable
for, the determination of or the failure to determine any
Alternative Base Rate, any Alternative Screen Page and any
Calculation Changes and any losses suffered in connection therewith
and (iii) will agree that none of the trustee, the paying agent or
the calculation agent will have any obligation to determine any
Alternative Base Rate, any Alternative Screen Page and any
Calculation Changes (including any adjustments thereto), including
in the event of any failure by the Company to determine any
Alternative Base Rate, any Alternative Screen Page and any
Calculation Changes.
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Reset date, reset determination date and reset period
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28 September 2026, and each fifth anniversary date thereafter
(each, a "Reset Date").
The "Reset
Determination Dates" shall be
the second London banking 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".
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Interest payment dates
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Semi-annual on each 28 March and 28 September,
commencing 28 March 2019, subject to cancellation or
deemed cancellation as described in the Prospectus
Supplement.
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Interest cancellation
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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.
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Automatic conversion
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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 theSecurities 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 SecuritiesIndenture, 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
theSecurities Indenture.
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Conversion shares and conversion price
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"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
theSecurities 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
£2.70 per Conversion 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 theSecurities is
370,370,370 (or up to 407,407,407 Ordinary Shares if the
Managers' over-allotment option is exercised in
full).
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Ranking of conversion shares
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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.
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Capital adequacy trigger event
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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 of 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 the Company 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 of 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 of 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).
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Conversion shares offer
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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 per Conversion Share and is subject to certain
anti-dilution adjustments as described below.
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Conversion shares offer consideration
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"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 in sterling (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.
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Adjustments to the conversion price and the conversion shares offer
price
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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.
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Optional redemption
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The Securities will not be redeemable at the option of the
securityholders at any time. 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.
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Special event redemption
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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, 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 SecuritiesIndenture) 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,
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
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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, theSecurities 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 SecuritiesIndenture; (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 in
the Prospectus Supplement), 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
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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 the Clearing Systems specifying whether to
conduct the Conversion Shares Offer), each of the Clearing Systems
will block all positions relating to the Securities, which will
suspend all clearance and settlement of transactions in the
Securities through such Clearing System. As a result, the
securityholders will not be able to settle the transfer of any
Securities through such Clearing System 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 match or settle after the Suspension Date will be
rejected by such Clearing System and will not be matched or settled
through such Clearing System. Moreover, the Securities may
cease to be admitted to Euronext Dublin's Official List and to be
traded on the GEM after the Suspension Date.
"Clearing
Systems" means Clearstream
Banking S.A. and Euroclear Bank SA/NV.
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Form and denominations
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The Securities will be issued in the form of one or more
global securities registered in the name of the common depositary
for, and deposited with, Clearstream Banking S.A. and/or Euroclear
Bank SA/NV.
The denominations of the Securities will be £200,000 and
integral multiples of £1,000 in excess thereof.
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Status
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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
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Application is expected to be made to Euronext Dublin for the
Securities to be admitted to the Official List and to trading on
the GEM. The GEM is not a regulated market for the purpose of the
Directive 2014/65/EU.
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As at 17 September 2018
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(a) Assuming the Securities (excluding the Over-allotment
Securities) are fully converted into Ordinary Shares at the initial
Conversion Price
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(b) Assuming the Securities (including all Over-allotment
Securities) are fully converted into Ordinary Shares at the initial
Conversion Price
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|||||
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Name of Shareholders
|
Number of Ordinary Shares
|
% of total issued Ordinary Shares
|
Number of Ordinary Shares
|
% of the enlarged issued Ordinary Shares
|
Number of Ordinary Shares
|
% of the enlarged issued Ordinary Shares
|
|
|||
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|||
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Ping An Asset Management Co., Ltd. Note
1
|
1,253,254,972
|
6.29
|
1,253,254,972
|
6.18
|
1,253,254,972
|
6.17
|
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|||
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BlackRock, Inc. Note
2
|
1,335,163,793
|
6.71
|
1,335,163,793
|
6.58
|
1,335,163,793
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6.57
|
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|||
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Subscribers of the Securities
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0
|
0.00
|
370,370,370
|
1.83
|
407,407,407
|
2.01
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|||
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Other public Shareholders
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17,318,365,788
|
87.00
|
17,318,365,788
|
85.41
|
17,318,365,788
|
85.25
|
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|||
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Total Issued Ordinary Shares
|
19,906,784,553
|
100.00
|
20,277,154,923
|
100.00
|
20,314,191,960
|
100.00
|
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Investor enquiries to:
|
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UK - Greg Case
|
Tel: +44 (0) 20 7992 3825
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Hong Kong - Hugh Pye
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Tel: +852 2822 4908
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Media enquiries to:
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UK - Ankit Patel
|
Tel: +44 (0) 20 7991 9813
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HK - Vinh Tran
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Tel: +852 2822 4924
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HSBC
Holdings plc
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By:
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Name:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
21 September
2018
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