FORM 6
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16
of
the Securities Exchange Act of 1934
For the month of April, 2009
HSBC Holdings plc
42nd Floor, 8 Canada Square, London
E14 5HQ, England
(Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F).
Form 20-F X
Form 40-F
......
(Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934).
Yes.......
No X
(If "Yes" is marked, indicate below the file
number assigned to the registrant in connection with Rule 12g3-2(b): 82-
..............).
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
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.
SUCCESSFUL COMPLETION
OF
HSBC
RIGHTS ISSUE
AND
PLACEMENT OF
3.4 PER CENT
RUMP
HSBC Holdings plc (
HSBC
)
announces that Goldman Sachs International, J.P. Morgan Cazenove and HSBC
Bank plc (the
Joint Global Coordinators
)
have
today
procured acquirers for all of the 172,700,974 New Ordinary Shares
(representing 3.4 per cent of the total number of New Ordinary Shares)
for which valid acceptances were not received under the Rights Issue, at a
price of either 448 pence per New Ordinary Share or HK$51.83 per New Ordinary
Share.
As disclosed in Part VIII of the prospectus issued by HSBC in connection with the
Rights Issue dated 17 March 2009 (the
Prospectus
), the net proceeds from the sale of such New Ordinary Shares (after deduction of
the Issue Price of 254 pence per New Ordinary Share and the expenses of procuring
acquirers) will be paid to Qualifying Shareholders who have not taken up their
entitlements pro rata to their lapsed provisional allotments, save that individual
amounts of less than £5.00 will not be paid to such persons but will be
retained for the benefit of HSBC.
Unless otherwise defined in this announcement, capitalised terms shall have the
meaning given to them in the Prospectus.
For further information please contact:
Manager, Investor Relations
Head of Group Media Relations
Head of Group Public Affairs (
Asia
)
Goldman Sachs International:
Matthew Westerman
+44 (0)20 7552 3549
Todd Leland
+44 (0)20 7552 9135
Naguib Kheraj
+44 (0)20 7588 2828
Ian Hannam
+44 (0)20 7588 2828
Russell Julius
+44 (0)20 7991 8888
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†.
† 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. HSBC has filed a registration
statement in the
United States
under the
United States
Securities Act of 1933, as amended (the "Securities Act"), in connection
with the offer and sale of the securities. A written prospectus satisfying the
requirements of Section 10 of the Securities Act and containing the detailed terms
of the Rights Issue is available on the
United States
Securities and Exchange Commission's website at
www.sec.gov
.
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
N
il
P
aid
Rights, F
ully
P
aid
R
ights or
N
ew
O
rdinary
S
hares or to take up any entitlements to
N
ew
O
rdinary
S
hares in any jurisdiction in which such an offer or solicitation is unlawful.
Investors should not acquire any
N
il
P
aid
R
ights,
F
ully
P
aid
R
ights or
N
ew
O
rdinary
S
hares except on the basis of information contained in the
P
rospectus.
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 come 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
.
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
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.
HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in
London
. The Group serves customers worldwide from around 9,500 offices in 86 countries
and territories in Europe, the Asia-Pacific region, the
Americas
, the Middle East and
Africa
. With assets of US$2,527 billion at 31 December 2008, HSBC is one of the world's
largest banking and financial services organisations. HSBC is marketed worldwide as
'the world's local bank'.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC Holdings plc
By:
Name: P A Stafford
Title: Assistant Group Secretary
Date:
April 6, 2009