Report of Foreign Issuer (6-k)
November 22 2019 - 12:32PM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of November
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
NOTICE OF REDEMPTION
Dated November 22, 2019
US$1,500,000,000 5.625% Perpetual Subordinated Contingent
Convertible Securities (Callable January 2020 and Every Five Years
Thereafter)
(CUSIP No. 404280 AR0; ISIN: US404280AR04)* (the
"Securities")
* No representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in this Notice
of Redemption, and reliance may be placed only on the other
identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of
such numbers.
To: The Holders of the
Securities
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE
RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF
THE SECURITIES IN A TIMELY MANNER.
The Securities have been issued pursuant to an indenture dated as
of August 1, 2014 (the "Base
Indenture"), between HSBC
Holdings plc, as issuer (the "Issuer"), The Bank of New York Mellon, London Branch, as
trustee (the "Trustee"), and HSBC Bank USA, National Association, as
paying agent and registrar ("HSBC Bank
USA"), as supplemented and
amended by a supplemental indenture dated as of September 17, 2014
(the "First
Supplemental Indenture" and,
together with the Base Indenture, the "Indenture"). Capitalized terms used and not defined
herein have the meanings ascribed to them in the
Indenture.
The Issuer has
elected to redeem
the Securities in
whole in accordance with the terms
of the Indenture and the Securities (the
"Optional
Redemption").
Pursuant to Sections 11.02 and 11.04 of the Base Indenture and
Section 2.11(a) of the First Supplemental Indenture, the Company
hereby provides notice of the following information relating to the
Optional Redemption:
●
The redemption date for the Securities
shall be January 17, 2020 (the "Redemption Date").
●
The redemption price for the
Securities shall be US$1,000 per US$1,000 principal amount of the
Securities, together with any accrued but unpaid interest
(excluding any interest cancelled or deemed to have been cancelled
as described in Sections 2.03 and 2.04 of the First Supplemental
Indenture) to, but excluding, the Redemption Date
(the
"Redemption
Price").
●
Subject to any conditions and/or the
limited circumstances contained in the First Supplemental
Indenture, on the Redemption Date the Redemption Price shall become
due and payable upon each such Security to be redeemed and interest
thereon shall cease to accrue on or after such
date.
●
Securities should be surrendered at
the registered office of HSBC Bank USA at 452 Fifth Avenue, New
York, NY 10018.
Questions relating to this Notice of Redemption should be addressed
to HSBC Bank USA via e-mail at CTLANYDealManagement@us.hsbc.com, at
its registered office or via telephone at +1 (212) 525
1592.
IMPORTANT TAX INFORMATION
EXISTING FEDERAL INCOME TAX LAW MAY REQUIRE BACKUP WITHHOLDING OF
24% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR SECURITIES FOR
PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION
NUMBER, CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY ON A
COMPLETE AND VALID INTERNAL REVENUE SERVICE ("IRS") FORM W-9 OR
APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR WITHHOLDING AGENT.
HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF $50.00 FOR FAILURE TO
PROVIDE SUCH NUMBER.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825
investorrelations@hsbc.com
Media enquiries to:
Gillian
James
+44 (0)20 7992
0516
gillian.james@hsbcib.com
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company of HSBC, is headquartered in
London. HSBC serves customers worldwide from offices in 65
countries and territories in Europe, Asia, North America, Latin
America, and the Middle East and North Africa. With assets of
US$2,728bn at 30 September 2019, HSBC is one of the world's largest
banking and financial services organisations.
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
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By:
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Name:
Richard Gray
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Title:
Group Company Secretary
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Date:
22 November
2019
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