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- US$2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (ISIN US404280AS86) (the "6.375% Securities"); and
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- US$1,500,000,000 5.625% Perpetual Subordinated Contingent Convertible Securities (Callable January 2020 and Every Five Years Thereafter) (ISIN US404280AR04) (the "5.625% Securities").
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6.375% Securities:
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HSBC Securities (USA) Inc. (the "6.375% Securities Sole Structuring Adviser and Book-Running Manager")
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BNP Paribas Securities Corp.
Credit Suisse Securities (USA) LLC
RBS Securities Inc.
Santander Investment Securities Inc.
Wells Fargo Securities, LLC
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BMO Capital Markets Corp.
CIBC World Markets Corp.
Citigroup Global Markets Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
(together the "6.375% Securities Managers")
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5.625% Securities:
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HSBC Securities (USA) Inc. (together with the 6.375% Securities Sole Structuring Adviser and Book-Running Manager, the "Securities Sole Structuring Adviser and Book-Running Manager" )
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Commerz Markets LLC
Credit Agricole Securities (USA) Inc.
Danske Markets Inc.
ING Financial Markets LLC
SG Americas Securities, LLC
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Lloyds Securities Inc.
Mizuho Securities USA Inc.
nabSecurities, LLC
Natixis Securities Americas LLC
SMBC Nikko Securities America, Inc.
UBS Securities LLC
(together the "5.625% Securities Managers" ", and together with the 6.375% Securities Managers, the "Securities Managers")
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The Securities Managers' obligations to purchase and pay for the Securities on the Issue Date are subject to the satisfaction of a number of conditions as of the time of payment of the Securities (the "Closing Time"), including:
(a) the absence of any stop order suspending the effectiveness of the Company's registration statement on Form F-3 (or pending or contemplated proceeding for such purpose);
(b) the absence of any material adverse change in the financial condition, earnings or general affairs of the Company and its subsidiaries;
(c) the Company's compliance in all material respects with all agreements, and satisfaction of all conditions, pursuant to the Securities Terms Agreement and the Securities Indentures;
(d) the accuracy in all material respects of the representations and warranties of the Company contained in the Securities Terms Agreement as of the Closing Time;
(e) the absence of a downgrade in the rating accorded to the Securities by certain rating agencies;
(f) the absence of any change in US or UK taxation directly and materially adversely affecting US purchasers of the Securities or the imposition of exchange controls by the United States or the United Kingdom directly and materially affecting the Company's ability to pay interest or dividends in US dollars; and
(g) the timely filing of certain required disclosure documents with the SEC.
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Issuer
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The Company
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Aggregate principal amount
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US$2,250,000,000, with respect to the 6.375% Securities
US$1,500,000,000, with respect to the 5.625% Securities
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Maturity date
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Perpetual
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Issue price
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100 per cent. of the aggregate principal amount
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Interest
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Interest on the 6.375% Securities will be a rate per annum equal to (i) 6.375%, from (and including) the Issue Date to (but excluding) 17 September 2024 and (ii) the sum of 3.705% and the applicable Mid-Market Swap Rate on the relevant Reset Determination Date, from (and including) each 6.375% Securities Reset Date to (but excluding) the immediately following 6.375% Securities Reset Date.
Interest on the 5.625% Securities will be a rate per annum equal to (i) 5.625%, from (and including) the Issue Date to (but excluding) 17 January 2020 and (ii) the sum of 3.626% and the applicable Mid-Market Swap Rate on the relevant Reset Determination Date, from (and including) each 5.625% Securities Reset Date to (but excluding) the immediately following 5.625% Securities Reset Date.
The "Mid-Market Swap Rate" means the rate for US dollar swaps with a five-year term commencing on the relevant Reset Date which appears on Bloomberg page "ISDA 01" (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) (the "relevant screen page") as at approximately 11:00 a.m. (New York time) on the relevant Reset Determination Date, all as determined by the calculation agent.
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Reset Date & Reset Determination Date
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With respect to the 6.375% Securities, 17 September 2024 and each fifth anniversary date thereafter (each such date, a "6.375% Securities Reset Date").
With respect to the 5.625% Securities, 17 January 2020 and each fifth anniversary date thereafter (each such date, a "5.625% Securities Reset Date").
The "Reset Determination Dates" shall be the second business day immediately preceding a Reset Date.
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Interest payment dates
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With respect to the 6.375% Securities, semi-annual on each 17 March and 17 September, commencing 17 March 2015, subject to cancellation or deemed cancellation as described in the Prospectus Supplement.
With respect to the 5.625% Securities, semi-annual on each 17 January and 17 July, commencing 17 January 2015, 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 would not be solvent at the time of such interest payment, 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 either (i) the Ordinary Reporting Date, if a Capital Adequacy Trigger Event has occurred as of a Quarterly Financial Period End Date, or (ii) the Extraordinary Calculation Date, if a Capital Adequacy Trigger Event has occurred as of such date).
An "Automatic Conversion" is the irrevocable and automatic release of all of the Company's obligations under the Securities in consideration of the Company's issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) (on behalf of the securityholders) on the date on which the Automatic Conversion will take place, or has taken place, as applicable (such date, the "Conversion Date"), all in accordance with the terms of the 6.375% Securities or 5.625% Securities, as applicable, and the 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable.
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 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable) 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 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable, is required to be performed, to perform such functions and which, as a condition of such appointment, such entity will be required to undertake, for the benefit of the securityholders, to hold the Conversion Shares (and any Conversion Shares Offer Consideration) on behalf of such securityholders in one or more segregated accounts, unless otherwise required for the purposes of the Conversion Shares Offer and, in any event, on terms consistent with the 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable.
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Conversion Shares & 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 the Securities outstanding immediately prior to the Conversion Date by the Conversion Price rounded down, if necessary, to the nearest whole number of ordinary shares.
The "Conversion Price" is fixed initially at $4.35578 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 the Ordinary Shares that may be issued upon an Automatic Conversion of the 6.375% Securities is 516,555,014.
Assuming that there is no adjustment to the Conversion Price, the maximum number of the Ordinary Shares that may be issued upon an Automatic Conversion of the 5.625% Securities is 344,370,009.
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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" shall occur if the end-point CET1 Ratio as of any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, is less than 7.0% on such date.
"end-point CET1 Ratio" means, as at any date, the ratio of CET1 Capital to the Risk Weighted Assets, in each case as of such date, expressed as a percentage.
"CET1 Capital" means, as of any date, the sum, expressed in US dollars, of all amounts that constitute common equity Tier 1 capital of HSBC Holdings together with its subsidiary undertakings (the "HSBC Group") as of such date, less any deductions from common equity Tier 1 capital required to be made as of such date, in each case as calculated by the Company on a consolidated basis and without applying the transitional provisions set out in Part Ten of the CRR in accordance with the Relevant Rules applicable to the Company as at such date (which calculation will be binding on the trustee, the paying agent and the securityholders). For the purposes of this definition, the term "common equity Tier 1 capital" will have the meaning assigned to such term in CRD IV (as the same may be amended or replaced from time to time) as interpreted and applied in accordance with the Relevant Rules then applicable to the HSBC Group or by the PRA (or any successor entity primarily responsible for the Company's prudential supervision) (the "Relevant Regulator").
"Risk Weighted Assets" means, as of any date, the aggregate amount, expressed in US dollars, of the risk weighted assets of the HSBC Group as of such date, as calculated by the Company on a consolidated basis and without applying the transitional provisions set out in Part Ten of the CRR in accordance with the Relevant Rules applicable to the Company as at such date (which calculation will be binding on the trustee, the paying agent and the securityholders). For the purposes of this definition, the term "risk weighted assets" means the risk weighted assets or total risk exposure amount, as calculated by the Company in accordance with the Relevant Rules.
"Quarterly Financial Period End Date" means the last day of each fiscal quarter.
"Extraordinary Calculation Date" means any business day (other than a Quarterly Financial Period End Date) on which the end-point CET1 Ratio is calculated upon the instruction of the Relevant Regulator or at the Company's discretion.
"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, and any successor regulation.
"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, and any successor directive.
"Capital Instruments Regulations" means any regulatory capital rules, regulations or standards which are in the future applicable 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 required by (i) the CRR and/or (ii) the CRD, including (for the avoidance of doubt) any regulatory technical standards issued by the European Banking Authority.
"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 United Kingdom including, without limitation to the generality of the foregoing, any delegated or implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulators, requirements, guidelines and policies relating to capital adequacy adopted by the Relevant Regulator from time to time (whether or not such requirement, 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 6.375% Securities or the 5.625% Securities, as applicable, to all or some of the Company's ordinary shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price, subject to certain conditions.
The "Conversion Shares Offer Price" is fixed initially at £2.70 and is subject to certain anti-dilution adjustments as described below.
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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 attributable to such Security converted from sterling (or any such other currency in which the Ordinary Shares are denominated) into US dollars at the prevailing rate (as calculated pursuant to the 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable) as of the date that is three Depository Business Days prior to the relevant settlement date as determined by the Conversion Shares Depository (less the pro rata share of any foreign exchange transaction costs) (the "pro rata cash component"), (ii) if some but not all of the Conversion Shares are sold in the Conversion Shares Offer, (x) the pro rata cash component and (y) the pro rata share of the Conversion Shares not sold pursuant to the Conversion Shares Offer attributable to such Security rounded down to the nearest whole number of Conversion Shares, and (iii) if no Conversion Shares are sold in a Conversion Shares Offer, the relevant Conversion Shares attributable to such Security rounded down to the nearest whole number of Conversion Shares, subject in the case of (i) and (ii)(x) above to deduction from any such cash proceeds of an amount equal to the pro rata share of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of any interest in the Conversion Shares to the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities) in order for the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities) to conduct the Conversion Shares Offer.
"Depository Business Day" means a day on which the Conversion Shares Depository is open for general business.
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Adjustments to the Conversion Price and the Conversion Shares Offer Price
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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 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable.
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 6.375% Securities and the 5.625% Securities may be redeemed in whole (but not in part) at the option of the Company in its sole discretion on any 6.375% Securities Reset Date or 5.625% Securities Reset Date, respectively, 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).
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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 upon the occurrence of a Tax Event or a Regulatory Event. 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" shall be deemed to have occurred if at any time the Company determines that certain detrimental tax events have occurred (as specified in the 6.375% Securities Indenture and the 5.625% Securities Indenture, as applicable) as a result of a change in, or amendment to, the laws of the United Kingdom or any UK political subdivision or authority thereof or therein that has the power to tax (a "taxing jurisdiction"), including any treaty to which the relevant taxing jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations on or after the Issue date, including a decision of any court or tribunal that becomes effective on or after the Issue Date.
A "Regulatory Event" shall 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 (i) their exclusion in whole from the HSBC Group's regulatory capital; or (ii) reclassification in whole 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 (including each beneficial owner) will acknowledge, agree to be bound by and consent to the exercise of any UK bail-in power by the relevant UK resolution authority that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the Company or another person, including by means of an amendment or modification to the terms of the 6.375% Securities Indenture or 5.625% Securities Indenture, as applicable, or of the 6.375% Securities or the 5.625% Securities, as applicable, to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power. Each securityholder also will acknowledge and agree that the rights of such securityholder are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any UK bail-in power by the relevant UK resolution authority.
For these purposes, a "UK bail-in power" is any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of credit institutions, banks, banking companies, investment firms and their parent undertakings incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Company or other members of the HSBC Group, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 or otherwise), and any laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of an EU directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions, banks, banking companies, investment firms and their parent undertakings, pursuant to which obligations of a credit institution, bank, banking company, investment firm, its parent undertaking or any of its affiliates can be cancelled, written down and/or converted into shares or other securities or obligations of the obligor or any other person (and a reference to the "relevant UK resolution authority" is to 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 6.375% Securities Indenture or the 5.625% Securities Indenture, as applicable, and which will be no later than 38 business days after the delivery of the Company's notice to DTC specifying whether to conduct the Conversion Shares Offer), the Depository Trust Company ("DTC") will block all positions relating to the Securities, which will suspend all clearance and settlement of transactions in the Securities through DTC. As a result, the securityholders will not be able to settle the transfer of any Securities through DTC following the suspension date, and any sale or other transfer of the Securities that a securityholder may have initiated prior to the suspension date that is scheduled to settle after the suspension date will be rejected by DTC and will not be settled through DTC.
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Form & Denominations
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The Securities will be issued in the form of one or more global securities registered in the name of the nominee for, and deposited with, DTC.
The denominations of the Securities will be US$200,000 and integral multiples of US$1,000 in excess thereof.
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Status
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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. For the avoidance of doubt, as of the issue date, the 6.375% Securities and the 5.625% Securities will rank pari passu with one another.
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Listing
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Application has been made to The Irish Stock Exchange plc for the Securities to be admitted to the Official List and to trading on Global Exchange Market.
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As at 11 September 2014
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Assuming the Securities are fully converted into Ordinary Shares at the respective initial conversion prices
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Name of Shareholders
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Number of Ordinary Shares
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% of total issued Ordinary Shares
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Number of Ordinary Shares
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% of the enlarged issued Ordinary Shares
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JPMorgan Chase & Co. Note 1
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1,289,094,933
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6.73%
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1,289,094,933
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6.44%
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BlackRock, Inc. Note 2
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1,110,172,768
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5.80%
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1,110,172,768
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5.55%
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Subscribers of the Securities
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0
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0%
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860,925,023
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4.30%
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Other public Shareholders
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16,752,241,737
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87.47%
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16,752,241,737
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83.71%
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Total Issued Ordinary Shares
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19,151,509,438
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100.00%
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20,012,434,461
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100.00%
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1. Based on a disclosure of interest filing made by JPMorgan Chase & Co. on 28 August 2014, as per the long position as at 26 August 2014.
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2. Based on a disclosure of interest filing made by BlackRock, Inc. on 8 January 2013 as per the long position as at 3 January 2013.
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Investor enquiries to:
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Nick Turnor
Head of Debt Investor Relations
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+44 (0) 20 7992 5501
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nick.turnor@hsbc.com
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Media enquiries to:
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Brendan McNamara
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+44 (0) 7920 252 427
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brendan.mcnamara@hsbc.com
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