Securities Registration (section 12(b)) (8-a12b)
22 Novembro 2017 - 3:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
HSBC HOLDINGS
PLC
(Exact Name of Registrant as Specified in its Charter)
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England and Wales
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None
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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8 Canada Square
London E14 5HQ
United
Kingdom
(Address of Principal Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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3.033% Fixed Rate/Floating Rate Senior Unsecured Notes due 2023
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ☐
Securities Act registration statement file number to which this form relates:
333-202420
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
On February 22, 2017, HSBC Holdings plc (the
Registrant
) filed with the Securities and Exchange Commission (the
Commission
) a Post-Effective Amendment No. 2 to Registration Statement on Form
F-3
(File
No. 333-202420)
(the
Registration
Statement
) relating to, among other securities, senior unsecured securities of the Registrant.
On February 22, 2017, the
Registrant filed with the Commission pursuant to Rule 415 under the Securities Act of 1933, as amended (the
Securities Act
), the base prospectus dated February 22, 2017, as supplemented by the prospectus supplement dated
November 15, 2017 (the
Prospectus
and the
Prospectus Supplement
, respectively). The Prospectus and the Prospectus Supplement are incorporated herein by reference to the extent set forth below.
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Item 1.
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Description of Registrant’s Securities to be Registered.
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Reference is made to the
information set forth on pages 16 through 30 (under “Description of Debt Securities”) of the Prospectus, pages 60 through 69 (under “Taxation”) of the Prospectus, page
S-16
(under
“Risk Factors—Risks Relating to the Notes—We may issue securities
pari passu
with the Notes and/or secured debt”) of the Prospectus Supplement, pages
S-28
through
S-39
(under “Description of the Notes”) of the Prospectus Supplement and pages
S-40
(under “Taxation”) of the Prospectus Supplement, all of which
information is incorporated by reference in this registration statement.
The
following exhibits shall be, or have been, filed with the New York
Stock Exchange, Inc. or the Commission:
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1.
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Indenture dated as of August 26, 2009 by and among the Registrant, The Bank of New York Mellon, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and exchange rate agent (incorporated
herein by reference to Exhibit 4.1(c) to the Registrant’s Post-Effective Amendment No. 1 to Registration Statement on Form
F-3)
(File
No. 333-158065).
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2.
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First Supplemental Indenture dated as of March 8, 2016 by and among the Registrant, The Bank of New York Mellon, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and calculation agent
(incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form
6-K
(File
No. 001-14930)
dated March 8, 2016).
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3.
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Second Supplemental Indenture dated as of May 25, 2016 by and among the Registrant, The Bank of New York Mellon, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and calculation agent
(incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form
6-K
(File
No. 001-14930)
dated May 25, 2016).
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4.
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Third Supplemental Indenture dated as of October 5, 2016 by and among the Registrant, The Bank of New York Mellon, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and calculation
agent (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form
6-K
(File
No. 001-14930)
dated October 5, 2016).
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5.
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Fourth Supplemental Indenture dated as of March 13, 2017 by and among the Registrant, the Bank of New York Mellon, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and calculation
agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form
6-K
(File
No. 001-14930)
dated March 13, 2017).
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2 of 4
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6.
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Fifth Supplemental Indenture dated as of November 22, 2017 by and among the Registrant, the Bank of New York Mellon, as trustee, and HSBC Bank USA, National Association, as paying agent, registrar and calculation
agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Form
6-K
(File
No. 001-14930)
dated November 22, 2017).
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7.
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3.033% Fixed Rate/Floating Rate Senior Unsecured Notes (global registered form).
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8.
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Resolutions of the Board of Directors of the Registrant providing for the issuance of the Senior Unsecured Notes (incorporated herein by reference to Exhibit 6 to the Registrant’s Form
8-A
(File
No. 001-14930)
dated March 8, 2016).
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3 of 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
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Registrant: HSBC Holdings plc
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By:
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/s/ Iain Mackay
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Name:
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Iain Mackay
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Title:
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Group Finance Director
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Date: November 22, 2017
4 of 4
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