3rd Oct 2005 12:49
HSBC Holdings PLC03 October 2005 ISSUE OF 6.20% NON-CUMULATIVE DOLLAR PREFERENCE SHARES, SERIES A REPRESENTED BY SERIES A AMERICAN DEPOSITARY SHARES This announcement is for information purposes only and is not, and does notconstitute, an invitation or offer to acquire, purchase or subscribe forsecurities. A copy of the preliminary prospectus may be obtained from the GroupCompany Secretary, HSBC Holdings plc, 8 Canada Square, London, E14 5HQ, UnitedKingdom. On 15 September 2005 HSBC Holdings plc raised US$1,305 million before expenses(approximately US$1,263 million after expenses) by the issue of 1,305,000non-cumulative preference shares of US$0.01 (the "Series A dollar preferenceshares") which trade in the form of Series A American Depositary Shares ("ADS").As indicated in the announcement dated 15 September 2005 the underwriters to theissue of ADS had the option to purchase up to 7.8 million additional ADS(representing 195,000 Series A dollar preference shares), during the 30-dayperiod commencing 15 September 2005, at the public offering price less theapplicable underwriting discount. By the underwriters exercising this option, HSBC Holdings plc will raise afurther US$145 million (before expenses) by the issue on 6 October 2005 of145,000 non-cumulative preference shares of US$0.01 (the "additional Series Adollar preference shares") for a consideration of US$1,000 each. Followingexercise of this option the underwriters will have no further rights to purchaseadditional ADS. HSBC Holdings plc will also receive US$349,612 from theunderwriters, representing the aggregate of the dividend notionally accruing onthe additional Series A dollar preference shares from 22 September 2005 to 6October 2005. The additional Series A dollar preference shares, like the SeriesA dollar preference shares, will qualify as core Tier 1 capital in the Group'sregulatory capital base. The aggregate nominal value of the additional Series Adollar preference shares to be issued is US$1,450. The net proceeds afterexpenses of the issue of additional Series A dollar preference shares will beapproximately US$141 million. The proceeds of the Series A dollar preferenceshares issued on 22 September 2005 and the additional Series A dollar preferenceshares will be used to support the development of HSBC Holdings plc and furtherstrengthen the Group's capital base. The ADSs, each of which will represent one-fortieth of an additional Series Adollar preference share, will be issued to investors at US$25 per ADS. Theadditional Series A dollar preference shares will be issued in bearer form anddeposited with the ADS depositary, The Bank of New York. Application will bemade to list the additional ADS on the New York Stock Exchange. The additional Series A dollar preference shares will have identical terms andconditions to the Series A dollar preference shares issued on 22 September 2005,as summarised below. A non-cumulative fixed-rate dividend of 6.20 per cent per annum will be paidquarterly on the Series A dollar preference shares. Dividends will accrue from22 September 2005. Dividends will be payable at the sole and absolute discretionof the Board of HSBC Holdings plc and will not be payable if the payment of thedividend would cause the Company not to meet the applicable capital adequacyrequirements of the UK Financial Services Authority or the profits of theCompany available for distribution as dividends are not sufficient to enableHSBC Holdings plc to pay in full both dividends on the Series A dollarpreference shares and dividends on any other of its shares that are scheduled tobe paid on the same date and that have an equal right to dividends. HSBCHoldings plc may not declare or pay dividends or distributions on any class ofits shares ranking lower in the right to dividends than the Series A dollarpreference shares nor redeem nor purchase in any manner any of its other sharesranking equal to or lower than the Series A dollar preference shares, unless ithas paid in full, or set aside an amount to provide for payment in full, thedividends on the Series A dollar preference shares for the then-current dividendperiod. Holders of the Series A dollar preference shares will only be entitled to attendand vote at general meetings of shareholders of HSBC Holdings plc if thedividend payable on the Series A dollar preference shares has not been paid infull for four consecutive dividend payment dates. In such circumstances, holdersof the Series A dollar preference shares will be entitled to vote on all mattersput to general meetings until such time as HSBC Holdings plc shall have paid infull a dividend on the Series A dollar preference shares. The Series A dollarpreference shares carry no rights of conversion into ordinary shares of HSBCHoldings plc. Subject to the prior consent of the UK Financial Services Authority, HSBCHoldings plc may redeem the Series A dollar preference shares in whole (but notin part only) at any time on or after 16 December 2010, at a redemption priceequal to US$1,000 per Series A dollar preference share (which is equal to US$25per ADS) together with any accrued and unpaid dividends for the then-currentdividend period up to the date fixed for redemption. In the 12 months prior to the date of this announcement the only issue by HSBCHoldings plc of equity securities for cash under a general mandate approved byshareholders was the issue on 22 September 2005 of 1,305,000 non-cumulativepreference shares of US$0.01 for a consideration of US$1,000 each. This issue of additional Series A dollar preference shares is being made underthe general mandate to issue securities approved by shareholders at the AnnualGeneral Meeting on 27 May 2005. Notes to editors: HSBC Holdings plcHSBC Holdings plc serves more than 110 million customers worldwide through morethan 9,700 offices in 77 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. With assets of US$1,467 billion at June 30, 2005, HSBC is one of the world's largest banking and financial services organisations. HSBC is marketed worldwide as 'the world's local bank.' This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
HSBC Holdings