3rd Dec 2007 08:15
HSBC Holdings PLC03 December 2007 The following is the text of an announcement submitted to the Stock Exchange ofHong Kong Limited on 3 December 2007. The Stock Exchange of Hong Kong Limited takes no responsibility for the contentsof this announcement, makes no representation as to its accuracy or completenessand expressly disclaims any liability whatsoever for any loss howsoever arisingfrom or in reliance upon the whole or any part of the contents of thisannouncement. The ordinary shares of HSBC trade under stock code 5 on The StockExchange of Hong Kong Limited. WAIVER OF CERTAIN REQUIREMENTS OF THE LISTING RULES TO ENABLE HSBC HOLDINGS PLC TO PUBLISH PRICE-SENSITIVE INFORMATION DURING BUSINESS HOURS IN HONG KONG The Stock Exchange has granted a conditional waiver to the Company in respect ofRule 2.07C(4) to allow the Company to publish announcements pursuant to Rule13.09(1) during the hours of 9:00am to 4:15pm on a business day in Hong Kongwhen a conflict exists with Rule 2 of the UK Disclosure and Transparency Rules(the "Waiver"). The Company may, with effect from today, release an announcementin the circumstances covered by the Waiver (i) at any time during trading hourswithout a subsequent suspension of dealings or trading halt in the Company'ssecurities; and (ii) during the morning window for the submission ofannouncements under the Stock Exchange's electronic publication system of 6.00a.m. to 9.00 a.m. without being subject to the requirement for suspension in themorning trading session. As a consequence of the Waiver, price-sensitiveinformation can now be published by the Company during trading hours in HongKong and no suspension of trading will be required. The Waiver was sought by the Company because compliance with the UK Disclosureand Transparency Rules could require an announcement of inside information to bemade by the Company outside the permitted periods for submitting announcementsto the Stock Exchange for publication on its website under the Listing Rules,which may require the Company's shares to be suspended from trading in HongKong. The impact of the Waiver for investors in Hong Kong is that trading in theCompany's securities will continue in the event that an announcement containingprice-sensitive information is released by the Company during trading hours inHong Kong. As a result, investors in Hong Kong should consider whether anyprice-sensitive information has been released during trading hours in Hong Kongprior to making an investment decision regarding the Company's securities.Investors can access announcements released by the Company (including thosecontaining price-sensitive information) via the Stock Exchange's website atwww.hkex.com.hk. Announcements will also be published on the Company's websiteat www.hsbc.com in accordance with the Listing Rules. The Listing Rules requirethat, where an announcement is submitted to the Stock Exchange for publicationon its website during trading hours, publication on the Company's own websitemust be no later than one hour after such submission. The Waiver is subject to certain conditions. In particular, the Company willinform the Stock Exchange promptly in the event of any material change made tothe UK regime relating to the disclosure of inside information, and will make afurther announcement if the terms of the Waiver are materially affected by anysuch change. The Stock Exchange has reserved its right to evaluate any suchchanges to the UK regime and may amend or revoke the Waiver as it seesappropriate. The Waiver The Stock Exchange has granted a conditional waiver to the Company in respect ofRule 2.07C(4) to allow the Company to publish announcements pursuant to Rule13.09(1) during the hours of 9:00am to 4:15pm on a business day in Hong Kongwhen a conflict exists with Rule 2 of the UK Disclosure and Transparency Rules(the "Waiver"). The Company may, with effect from today, release an announcementin the circumstances covered by the Waiver (i) at any time during trading hourswithout a subsequent suspension of dealings or trading halt in the Company'ssecurities; and (ii) during the morning window for the submission ofannouncements under the Stock Exchange's electronic publication system of 6.00a.m. to 9.00 a.m. without being subject to the requirement for suspension in themorning trading session. As a consequence of the Waiver, price-sensitiveinformation can now be published by the Company during trading hours in HongKong and no suspension of trading will be required. The Company has a dual primary listing of its securities on The Stock Exchangeof Hong Kong Limited and the Official List in the UK (its shares being admittedto trading on the Main Market of the London Stock Exchange). As a result, theCompany is subject to the applicable legal and regulatory requirements underboth jurisdictions. The Waiver was sought by the Company because compliance withthe UK Disclosure and Transparency Rules could require an announcement of insideinformation to be made by the Company outside the permitted periods forsubmitting announcements to the Stock Exchange for publication on its websiteunder the Listing Rules, which may require the Company's shares to be suspendedfrom trading in Hong Kong. Rationale behind the Waiver application Under Rule 13.09(1), the Company is required to announce information in HongKong which, inter alia, is necessary to avoid the establishment of a falsemarket in its securities or which might materially affect the price of itssecurities ("price-sensitive information"). Rule 2.07C(4) requires that, exceptin certain limited circumstances, an announcement must be made outside normaltrading hours (i.e. the announcement must not be submitted to the Stock Exchangefor publication between 9:00am and 4:15pm on a business day in Hong Kong). Inthe event such an announcement is released on a separate market during normaltrading hours in Hong Kong, the Stock Exchange would usually seek to suspend thesecurities of the relevant listed issuer, pending the appropriate publication ofthe price-sensitive information in accordance with the Listing Rules. The provisions of the Listing Rules are different from the UK Disclosure andTransparency Rules which require the release of inside information to the marketas soon as possible regardless of whether such announcement is made duringnormal trading hours. ("Inside information" is broadly similar to the concept of"price-sensitive information" under the Listing Rules and includes informationin relation to the Company's shares and other investments which is precise, notgenerally available and would, if generally available, be likely to have asignificant effect on the price of the shares or other investments.) If an announcement is made pursuant to the UK Disclosure and Transparency Rulesin relation to inside information, no suspension of the Company's securitieswould generally be imposed by the London Stock Exchange or the UKLA. Thedirectors of the Company consider that a suspension of the Company's securitiesin Hong Kong in these circumstances could give rise to misunderstandings andadverse consequences in relation to the securities of the Company in differentmarkets and jurisdictions where suspension is not so frequent. Prior to the grant of the Waiver, the Company was in the position thatcompliance with the UK Disclosure and Transparency Rules could result innon-compliance with the requirements of the Listing Rules. Without the Waiver,the Company may have been required to issue announcements under the UKDisclosure and Transparency Rules and suspend trading in the Company'ssecurities on the Stock Exchange in Hong Kong. This would potentially put HongKong investors at a disadvantage compared to other investors, since otherinvestors may be able to deal in the Company's securities on the other exchangeson which they are listed or traded whilst Hong Kong investors are prevented fromdoing so. As a result, the Company sought and received the Waiver. The Stock Exchange has also agreed to modify the application of note 5 to Rule13.09(1), Rule 13.10 and Rule 14.37 (to the extent they apply to the Company) toreflect the terms of the Waiver as explained in this Announcement and has agreedto allow the Company to publish announcements pursuant to Rule 13.09(1) duringthe morning window of the electronic publication system of 6 a.m. to 9.00 a.m.without the requirement for suspension in the morning trading session. Providedan announcement is released in accordance with the Waiver, the Stock Exchangehas confirmed that the Company's obligations under Rule 13.09(1) are considereddischarged upon timely publication of such announcement and no suspension oftrading will be required. Impact of the Waiver The impact of the Waiver for investors in Hong Kong is that trading in theCompany's securities will continue in the event that an announcement containingprice-sensitive information is released by the Company during trading hours inHong Kong. As a result, investors in Hong Kong should consider whether anyprice-sensitive information has been released during trading hours in Hong Kongprior to making an investment decision regarding the Company's securities.Investors can access announcements released by the Company (including thosecontaining price-sensitive information) via the Stock Exchange's website atwww.hkex.com.hk. Announcements will also be published on the Company's websiteat www.hsbc.com in accordance with the Listing Rules. The Listing Rules requirethat, where an announcement is submitted to the Stock Exchange for publicationon its website during trading hours, publication on the Company's own websitemust be no later than one hour after such submission. Conditions of the Waiver The Waiver is subject to the following conditions: (a) the Company making this announcement; (b) the Company informing the Stock Exchange promptly in the event of any material change being made to the UK regime relating to the disclosure of inside information. The Company will make a further announcement if the terms of the Waiver are materially affected by any such change. The Stock Exchange has reserved its right to evaluate any such changes to the UK regime and may amend or revoke the Waiver as it sees appropriate; and (c) the Company complying with the relevant provisions in the event of changes to the Hong Kong regulatory regime and the Listing Rules in relation to the disclosure of price-sensitive information and the Stock Exchange's 'Electronic Disclosure Project', unless the Stock Exchange has agreed to amend the Waiver or grant a new Waiver to the Company. The Waiver has been granted by the Stock Exchange on the understanding that theDirectors of the Company are aware of their obligations under the Listing Rulesfor the maintenance of an orderly market in the Company's securities and wouldbe guided by Practice Note 11 of the Listing Rules if there was a leak ofprice-sensitive information, if price-sensitive information could not bedisclosed, or if it would be appropriate to issue a 'warning' announcement.Further, the Waiver has been granted by the Stock Exchange in the expectationthat the Company will manage its affairs in a timely manner, particularly withregard to the signing of agreements, to ensure there will be a continuoustrading in its securities on the Stock Exchange save in exceptionalcircumstances. The Company has confirmed to the Stock Exchange that all announcements madepursuant to Rule 13.09(1) will be made simultaneously in English and Chinese.The Stock Exchange has requested that, to ensure the smooth publication ofannouncements made pursuant to the Waiver, the Company is required to notify theStock Exchange of pending announcements and the expected times of release andsubmit the electronic copies of the English and Chinese versions of suchannouncements at least 10 minutes in advance of the expected times of release. A copy of this Announcement will be posted on the Company's website atwww.hsbc.com and on the Stock Exchange's website at www.hkex.com.hk. Definitions "Company" HSBC Holdings plc "Hong Kong" The Hong Kong Special Administrative Region of the PRC "Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The term "Rule" refers to a specific Listing Rule "London Stock Exchange" London Stock Exchange plc "Official List" The list maintained by the UK Financial Services Authority in accordance with section 74(1) of the UK Financial Services and Markets Act 2000 "PRC" The People's Republic of China "Stock Exchange" The Stock Exchange of Hong Kong Limited "UK The United Kingdom of Great Britain and Northern Ireland "UK Disclosure and Transparency The sourcebook published by theRules" UK Financial Services Authority containing the disclosure rules and the transparency rules "UKLA" The UK Financial Services Authority, in its capacity as the competent authority for Part VI of the UK Financial Services and Markets Act 2000 As at the date of this announcement, the Directors of HSBC are S K Green, TheBaroness Dunn*, Sir Brian Moffat*, M F Geoghegan, Lord Butler*, J D Coombe+, R AFairhead+, D J Flint, W K L Fung*, J W J Hughes-Hallett+, Sir MarkMoody-Stuart+, G Morgan+, S W Newton+, S M Robertson+ and Sir Brian Williamson+. * Non-executive Director+ Independent non-executive Director By Order of the BoardR G BarberGroup Company Secretary 3 December 2007 Note to editors:HSBC Holdings plcHSBC Holdings plc serves over 125 million customers worldwide through around10,000 offices in 83 countries and territories in Europe, the Asia-Pacificregion, the Americas, the Middle East and Africa. With assets of some US$2,150billion at 30 June 2007, HSBC is one of the world's largest banking andfinancial services organisations. HSBC is marketed worldwide as 'the world'slocal bank'. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
HSBC Holdings