Rights issue prospectus & cur

RNS Number : 9889O

HSBC Holdings PLC

17 March 2009

 



NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, INDONESIA, JAPAN, MEXICO, THE KINGDOM OF SAUDI ARABIA, SOUTH KOREA, SWITZERLAND, TURKEY, THE UNITED ARAB EMIRATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS MAY BE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement. The Ordinary Shares trade under stock code 5 on The Stock Exchange of Hong Kong Limited.

17 March 2009

HSBC HOLDINGS PLC

PUBLICATION OF RIGHTS ISSUE PROSPECTUS

AND CURRENT TRADING UPDATE

The prospectus dated 17 March 2009 (the Prospectus) relating to a 5 for 12 rights issue (the Rights Issue) of 5,060,239,065 New Ordinary Shares at a price of 254 pence per New Ordinary Share for Qualifying Shareholders on the principal register in the United Kingdom, HK$28.00 per New Ordinary Share for Qualifying Shareholders on the Hong Kong branch register and US$3.61 per New Ordinary Share for Qualifying Shareholders on the Bermuda branch register by HSBC Holdings plc (HSBC) will shortly be available for inspection at the Document Viewing Facility at the Financial Services Authority, 25 North Colonnade, Canary Wharf, London, E14 5HS. The Prospectus has also been registered today with the Registrar of Companies in Hong Kong.

To view the full document, please paste the following URL into the address bar of your browser:

http://www.hsbc.com/prospectus

It is expected that Provisional Allotment Letters in relation to the New Ordinary Shares to be issued pursuant to the Rights Issue will be posted to Qualifying Non-CREST Shareholders, Qualifying Non-CCASS Shareholders and Qualifying Bermuda Shareholders on 19 March.

Unless otherwise defined in this announcement, capitalised terms shall have the meaning given to them in the Prospectus.

Current Trading Update

On 2 March 2009, HSBC published its 2008 Annual Report and Accounts. Business performance in January was strong and ahead of HSBC's expectations; and in February was in line with HSBC's expectations.

Shareholders in India

Following a number of requests from Shareholders and further advice from its legal advisers in India, HSBC has decided to take the necessary steps to allow Shareholders in India to participate in the Rights Issue. Accordingly, the Prospectus will be filed in India and India is no longer an Excluded Territory for the purposes of the Rights Issue and the Prospectus will also be made available to Shareholders in India.

By Order of the Board

R G Barber

Group Company Secretary

For further information please contact:

HSBC Holdings plc:

London:                                      Hong Kong:

Richard Lindsay                          David Hall

Head of Media Relations             Head of Group Communications (Asia)

[phone]                 [phone]

Goldman Sachs International:

Matthew Westerman                   Todd Leland

[phone]                 [phone]

J.P. Morgan Cazenove:

Naguib Kheraj                            Ian Hannam

[phone]                 [phone]

HSBC Bank plc:

Russell Julius

[phone]

The Board of Directors of HSBC Holdings plc as at the date of this announcement are: S K Green, M F Geoghegan, S A Catz†, V H C Cheng, M K T Cheung†, J D Coombe†, J L Durán†, R A Fairhead†, D J Flint, A A Flockhart, W K L Fung*, S T Gulliver, J W J Hughes-Hallett†, W S H Laidlaw†, J R Lomax†, Sir Mark Moody-Stuart†, G Morgan†, N R N Murthy†, S M Robertson†, J L Thornton† and Sir Brian Williamson†.

* Non-executive Director

† Independent non-executive Director

This announcement has been issued by and is the sole responsibility of HSBC. This announcement shall not constitute an offer to sell, an invitation to induce an offer or a solicitation of an offer to buy or subscribe for securities, nor shall there be any sale of securities referred to in these materials, in any jurisdiction, including the United States, in which such offer, invitation, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Securities may not be offered or sold in the United States absent registration under the Securities Act of 1933, as amended (the "Securities Act") or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about HSBC and its management, as well as financial statements. HSBC has filed a registration statement in the United States under the Securities Act in connection with the offer and sale of the securities. A written prospectus meeting the requirements of section 10 of the Securities Act and a written prospectus containing the detailed terms of the Rights Issue will be available on the United States Securities and Exchange Commission's website, on or around the date of this announcement, at www.sec.gov, or may be obtained from HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom or c/o HSBC Bank USA, National Association, 452 Fifth Avenue, New York, NY 10018, United States, Attention: Regional Compliance Officer.

Goldman Sachs International, J.P. Morgan Cazenove, J.P. Morgan and HSBC Bank plc, which are each authorised and regulated in the United Kingdom by the Financial Services Authority, are acting for HSBC and are acting for no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than HSBC for providing the protections afforded to their respective clients, nor for providing advice in connection with the Rights Issue or any other matter, transaction or arrangement referred to herein.

This announcement is not a prospectus or an extract from, a summary or abridged version of a prospectus but an advertisement and is for information purposes only and does not constitute or form part of any offer or invitation to sell, or an invitation to induce an offer or issue, or any solicitation of any offer to acquire Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful. Investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary Shares except on the basis of information contained in the Prospectus.

The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares into a jurisdiction other than the United Kingdom, Hong Kong or Bermuda may be restricted by law and therefore persons into whose possession this announcement and/or any related documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdictions. In particular, subject to certain exceptions as agreed with the Company and certain of the Banks, this announcement should not be distributed, forwarded to or transmitted in, into or from any of the Excluded Territories.

The information contained in the Prospectus may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the prospectus is not addressed. Prior to relying on the information contained in the Prospectus you must ascertain whether or not you are part of the intended addressees of the information contained therein. Your right to access the Prospectus using this service is conditional upon complying with the above requirement. 

None of the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letter and the New Ordinary Shares will be registered under the securities laws of any of the Excluded Territories and none of the Nil Paid Rights, the Fully Paid Rights or the New Ordinary Shares will qualify for distribution under any of the relevant securities laws of any of the Excluded Territories (other than pursuant to any applicable exceptions as agreed with the Company and certain of the Banks). Accordingly, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within any of the Excluded Territories (other than pursuant to any applicable exceptions as agreed with the Company and certain of the Banks).

In particular, this announcement is not for distribution or release, directly or indirectly in or into the United States, Canada, Indonesia, Japan, Mexico, the Kingdom of Saudi Arabia, South Korea, Switzerland, Turkey, the United Arab Emirates or any other jurisdiction in which the distribution or release would be unlawful.

Neither the content of HSBC's website nor any website accessible by hyperlinks on HSBC's website is incorporated in, or forms part of, this announcement.

 

END

 

 

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