SECURITIES AND EXCHANGE COMMISSION FORM F-3ASR Automatic shelf registration statement of securities of well-known seasoned issuers Filing Date: 2009-03-17 SEC Accession No. 0000950123-09-004811 (HTML Version on secdatabase.com) FILER HSBC HOLDINGS PLC Mailing Address Business Address 8 CANADA SQUARE 8 CANADA SQUARE CIK:1089113| IRS No.: 000000000 | Fiscal Year End: 1231 LONDON X0 E14 5HQ LONDON X0 E145HQ Type: F-3ASR | Act: 33 | File No.: 333-158054 | Film No.: 09687265 442079912652 SIC: 6035 Savings institution, federally chartered Copyright © 2014 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on March 17, 2009. Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HSBC Holdings plc (Exact name of Registrant as specified in its charter) England 98-0209906 (Jurisdiction of incorporation) (I.R.S. Employer Identification Number) 8 Canada Square London E14 5HQ England Tel. No.: (011-44-20) 7991-8888 (Address and telephone number of Registrants principal executive offices) Janet Burak HSBC Bank USA, National Association 452 Fifth Avenue New York, New York 10018 Tel. No.: (212) 525 5000 (Name, address and telephone number of agent for service) Please send copies of all communications to: Ashar Qureshi, Esq. Richard J.B. Price, Esq. Cleary Gottlieb Steen & Hamilton LLP Shearman & Sterling LLP 55 Basinghall Street 9 Appold Street London EC2V 5EH London, EC2A 2AP England England Approximate date of commencement of proposed sale to the public: 20 March 2009. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is filed as a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Aggregate Amount of Securities to be Registered(1) Registered per Unit(2) Offering Price(2) Registration Fee Ordinary shares, $0.50 par value per share(3) 598,472,524 $3.60 $2,154,501,086.40 $120,221.16 Rights to purchase ordinary shares (4) None None None (1) American depositary receipts evidencing American depositary shares issuable on deposit of the ordinary shares registered hereby have been registered pursuant to a separate Registration Statement on Form F-6 (Registration No. 333-103419). (2) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) of the Securities Act of 1933. (3) Such number represents an assumed number of ordinary shares to be offered in the United States to holders of American depositary receipts representing American depositary shares and an assumed number of ordinary shares to be offered to shareholders with registered addresses in the United States, or held through nominees, plus a number of ordinary shares that may be resold to the United States from time to time during the distribution thereof. (4) Includes rights issued upon exchange of rights to purchase American Depositary Shares. No separate consideration will be received for the rights offered hereby. Copyright © 2013 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents PROSPECTUS HSBC Holdings plc 5,060,239,065 Ordinary Shares HSBC is offering its shareholders the right to acquire HSBC ordinary shares, or new ordinary shares, and its ADS holders the right to acquire HSBC ADSs, or new ADSs. Up to 5,060,239,065 new ordinary shares are being offered in the form of ordinary shares or ADSs. One new ADS will represent five new ordinary shares. The ADS Rights If you own ADSs, you will receive 5 non-transferable ADS rights for every 12 ADSs you owned on 13 March 2009. One ADS right allows you to acquire one new ADS. If you decide to acquire new ADSs, you must deposit US$19.53, or the ADS deposit amount, per new ADS subscribed, which represents 110% of the estimated new ADS subscription price of US$17.75 per new ADS, to account for (i) possible exchange rate fluctuations, (ii) applicable UK stamp duty reserve tax, and (iii) any currency conversion expenses. The estimated new ADS subscription price is the US dollar equivalent of the share subscription price using an exchange rate of £0.7153 per US dollar (as published by Bloomberg at approximately 3.00 p.m. (London time) on 13 March 2009), multiplied by five to reflect that each ADS represents five ordinary shares. The ADS rights agent will refund any excess amount to the subscribing ADS holder. Subscribing ADS holders must pay any shortfall to the ADS rights agent. The ADS rights will expire at 5.00 p.m. (New York City time) on 31 March 2009. If you decide not to acquire any new ADSs and therefore not exercise your ADS rights, you may instruct the ADS rights agent by no later than 5.00 p.m. (New York City time) on 30 March 2009 to attempt to sell the share rights underlying the ADS rights for you, or you may surrender your ADS rights by no later than 5.00 p.m. (New York City time) on 30 March 2009, receive delivery of the underlying share rights and attempt to sell or exercise them yourself. If you do not do either of those things, the joint global coordinators will attempt to arrange subscribers for you, by no later than 4.30 p.m. (London time) on 8 April 2009, for all (or as many as possible) of the new ordinary shares underlying the share rights that were not exercised. Share Rights If you own ordinary shares, you will receive 5 share rights for every 12 ordinary shares you owned on 13 March 2009. One share right allows you to acquire one new ordinary share. The share subscription price for holders of ordinary shares on the UK principal register is £2.54 (254 pence) per new ordinary share (equivalent to US$3.55 using an exchange rate of £0.7153 per US dollar (as published by Bloomberg at approximately 3.00 p.m. (London time) on 13 March 2009)). The share rights will expire at 11.00 a.m. (London time) on 3 April 2009. If you decide not to acquire any new ordinary shares and therefore do not exercise your share rights, the joint global coordinators will attempt to arrange subscribers for you, by no later than 4.30 p.m. (London time) on 8 April 2009, for the new shares underlying share rights that were not exercised. The ADS rights are not transferable and will not be admitted to trading on the New York Stock Exchange or any other exchange. Dealings on the London Stock Exchange in the share rights are expected to commence on 20 March 2009 and continue until 3 April 2009. Outstanding HSBC ADSs are listed on the New York Stock Exchange under the symbol HBC. Outstanding HSBC ordinary shares are traded on the London Stock Exchange under the symbol HSBA and other stock exchanges in Hong Kong, Paris and Bermuda. Listing of the new ADSs on the New York Stock Exchange is expected on or about 6 April 2009. Dealings on the London Stock Exchange in the new ordinary shares are expected to commence on 6 April 2009. Investing in the ADSs or ordinary shares involves certain risks. See Risk Factors beginning on Page W-24 hereof and on page 5 of the accompanying UK prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. If and to the extent that the joint global coordinators are unable to procure subscribers for any new ordinary shares, whether in the form of ordinary shares or ADSs, that are not subscribed for pursuant to the exercise of the share rights or ADS rights the underwriters have severally agreed, subject to certain conditions, to procure subscribers or themselves subscribe for such remaining new ordinary shares. See Underwriting.