15th Sep 2005 16:15
HSBC Holdings PLC15 September 2005 ISSUE OF 6.20 PER CENT 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. HSBC Holdings plc will raise US$1,305 million (before expenses) by the issue on22 September 2005 of 1,305,000 non-cumulative preference shares of US$0.01 (the"Series A dollar preference shares") for a consideration of US$1,000 each. Theaggregate nominal value of the Series A dollar preference shares to be issued,which will qualify as core Tier 1 capital in the Group's regulatory capitalbase, is US$13,050. The net proceeds after expenses of the issue of Series Adollar preference shares will be approximately US$1,263 million which will beused to support the development of HSBC Holdings plc and further strengthen theGroup's capital base. American Depositary Shares ("ADS"), each of which will represent one-fortieth ofa Series A dollar preference share, will be issued to investors at US$25 perADS. The 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 ADS on the New York Stock Exchange. To the extent that theunderwriters to the issue of the ADS sell more than 52.2 million ADS, theunderwriters have the option to purchase, during the 30-day period commencing 15September 2005, up to an additional 7.8 million ADS at the public offering priceless the applicable underwriting discount. 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 HSBC Holdings plc hasnot issued any equity securities for cash under a general mandate to issuesecurities approved by shareholders. This issue of Series A dollar preferenceshares is being made under the general mandate to issue securities approved byshareholders at the Annual General Meeting on 27 May 2005. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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