On 20 March 2024, HSBC submitted the
below announcement to the Stock Exchange of Hong Kong Limited
regarding a waiver from strict compliance with the requirements of
Rule 13.36(1) of the Hong Kong Listing Rules relating to contingent
convertible securities.
Hong Kong
Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this document,
make no representation as to its accuracy or completeness and
expressly disclaim any liability whatsoever for any loss howsoever
arising from or in reliance upon the whole or any part of the
contents of this document.
20 March
2024
|
(Hong Kong Stock
Code: 5)
|
HSBC HOLDINGS
PLC
Waiver granted pursuant to
Rule 13.36(1) of the Hong Kong Listing Rules relating
to
contingent convertible
securities
HSBC Holdings plc (the "Company") has applied for, and The
Stock Exchange of Hong Kong Limited has granted, a waiver from
strict compliance with the requirements of Rule 13.36(1) of The
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the "Hong Kong
Listing Rules") pursuant to which the Company is permitted
to seek (and, if approved, to utilise) an authority (the
"Mandate") to issue
Contingent Convertible Securities ("CCSs") (and to allot ordinary shares
into which they may be converted or exchanged) in excess of the
limit of the general mandate of 20 per cent of the Company's issued
share capital (the "Waiver").
CCSs are debt securities which
convert into ordinary shares in certain prescribed circumstances,
and which benefit from a particular regulatory capital treatment
under European Union and United Kingdom legislation.
The Company typically seeks at each
annual general meeting ("AGM") a general authority to allot
shares both on a pre-emptive and non-pre-emptive basis
("General Allotment
Authority"). The General Allotment Authority is consistent
with institutional guidelines issued by The Investment Association
and the Pre-Emption Group's Statement of Principles and complies
with the relevant requirements of the Hong Kong Listing Rules
including Rule 13.36(2) which limits the general mandate for
non-pre-emptive issues to 20 per cent of the Company's issued share
capital.
The Mandate, if approved, will be in
addition to the General Allotment Authority referred to above. The
Company will only issue CCSs pursuant to the authority granted
under the Mandate and not under its General Allotment
Authority.
The Waiver has been granted on terms
that permit the Mandate, if approved, to continue in force until:
(i) the conclusion of the first AGM of the Company following the
date on which the Mandate is approved (or an earlier date which the
Company may specify) at which time the Mandate shall lapse unless
it is renewed, either unconditionally or subject to conditions; or
(ii) such time as it is revoked or varied by ordinary resolution of
the shareholders in general meeting.
The Waiver is granted subject to the
conditions that the Company must announce the Waiver before seeking
the Mandate; and that any announcement of the Waiver, and any
announcements and circulars in connection with the Mandate, should
clearly indicate the Mandate is in addition to the general mandate
under Rule 13.36(2).
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief
Governance Officer
The Board of Directors of HSBC
Holdings plc as at the date of this announcement
comprises:
Mark Edward Tucker*, Noel Paul
Quinn, Geraldine Joyce
Buckingham†, Rachel Duan†, Georges Bahjat Elhedery, Dame
Carolyn Julie Fairbairn†, James
Anthony Forese†, Ann Frances Godbehere†,
Steven Craig Guggenheimer†, Dr José Antonio Meade
Kuribreña†, Kalpana Jaisingh Morparia†,
Eileen K Murray†, Brendan Robert Nelson†,
David Thomas Nish† and Swee Lian
Teo†.
* Non-executive Group
Chairman
† Independent non-executive
Director