30 October
2024
HSBC HOLDINGS PLC SHARE
BUY-BACK
HSBC Holdings plc ("HSBC") announces that, as outlined in
its announcement on 29 October 2024,
it will commence a share buy-back of HSBC's ordinary shares of
US$0.50 each ("Ordinary
Shares") for up to a maximum consideration of
US$3,000,000,000 (three billion) (the "Buy-back"). The purpose of the Buy-back
is to reduce HSBC's outstanding Ordinary Shares.
HSBC has entered into irrevocable,
non-discretionary buy-back agreements with Morgan Stanley & Co.
International plc ("Morgan
Stanley") to enable the purchase of Ordinary Shares by
Morgan Stanley, acting as principal, during the period running
from 31 October 2024 and ending no
later than 14 February 2025 (subject to
regulatory approval remaining in place), for an aggregate purchase
price of up to US$3,000,000,000 (three billion) and the
simultaneous on-sale of such Ordinary Shares by Morgan Stanley to HSBC.
Morgan Stanley will make trading
decisions in relation to the Buy-back independently of HSBC. Any
purchases of Ordinary Shares will be carried out on the London
Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the
BXE and CXE order books) and/or Turquoise (together, the
"UK Venues") and/or The
Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").
The repurchases on the UK Venues
will be implemented as "on Exchange" transactions (as
such term is defined in the rules of the London Stock Exchange) and
will be "market purchases" for the purposes of the Companies Act
2006. The repurchases on the Hong Kong Stock Exchange will be
"off-market" for the purposes of the Companies Act 2006 but will be
transactions which occur "on Exchange" for the purposes of the
Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited ("Hong Kong
Listing Rules") and which constitute an "on-market share
buy-back" for the purposes of the Hong Kong Codes on Takeovers and
Mergers and Share Buy-backs ("Hong
Kong Buy-back Code").
The repurchases will take
place in accordance with certain pre-set parameters and in
accordance with (and subject to limits prescribed by) HSBC's
authority to make market purchases and off-market purchases of its
Ordinary Shares, in each case granted by its shareholders at HSBC's
annual general meeting on 3 May 2024 (the "2024 Authority"), Chapter 9 of the
Financial Conduct Authority's Listing Rules, Article 5(1) of the
Market Abuse Regulation (EU) No 596/2014 (as it forms part of
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "Withdrawal Act")), the Commission
Delegated Regulation (EU) No 2016/1052 (as it forms part of
domestic law of the United Kingdom by virtue of the Withdrawal
Act), the Hong Kong Listing Rules, the Hong Kong Buy-back Code and
applicable US federal securities laws.
Ordinary Shares repurchased under the Buy-back
will be cancelled.
The maximum number of Ordinary Shares that may
be repurchased under the Buy-back is 1,216,830,835, being the number of Ordinary Shares able to be
repurchased under the 2024 Authority as reduced by the number of
Shares repurchased by the Company since the 2024 Authority was
granted.
Investor enquiries to:
Neil
Sankoff
+44 (0) 20 7991
5072
investorrelations@hsbc.com
Media enquiries to:
Gillian
James
+44 (0) 20 7992
0516
gillian.james@hsbcib.com
Note to
editors:
HSBC Holdings plc
HSBC Holdings plc, the parent
company of HSBC, is headquartered in London. HSBC serves customers
worldwide from offices in 60 countries and territories. With assets
of US$3,099bn at 30 September 2024, HSBC is one of the world's
largest banking and financial services organisations.
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