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
United Kingdom ('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 the offering
memorandum dated 27 March 2024 relating to the Company's
US$50,000,000,000 Programme for Issuance of Perpetual Subordinated
Contingent Capital Securities and the supplement thereto dated 1
May 2024 and the pricing supplement relating to the Securities
dated 12 June 2024 (together, 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 Directive 2014/65/EU (as
amended, '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 European Union
(Withdrawal) Act 2018, as amended (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
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 62 countries and territories. With assets
of US$3,001bn at
31 March 2024, HSBC is one of the world's largest banking and financial
services organisations.
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