HSBC in £12.5 Billion Rights Offering

April 9, 2009

Cleary Gottlieb represented HSBC Holdings plc in its £12.5 billion ($17.7 billion) five-for-12 rights offering of over 5 billion new ordinary shares at a subscription price of 254 pence per share. The offering was the largest of its kind in the United Kingdom. The deal consisted of a registered public offering in the United Kingdom, the United States (in the form of American depositary share rights), Hong Kong and other jurisdictions. Goldman Sachs International acted as sole sponsor, and together with JPMorgan Cazenove Limited and HSBC Bank plc, joint bookrunner and joint global coordinator. The rights offering was announced on March 2 and was approved at a general meeting of shareholders on March 19. The rights offering subscription period ran from March 20 until April 3. During that period, existing HSBC shareholders subscribed for 96.6 percent of the new ordinary shares offered to qualifying shareholders. The joint global coordinators placed the remaining 3.4 percent of the new ordinary shares on April 6, and the rights offering closed on April 9. Cleary Gottlieb acted as U.S. counsel for the issuer.

HSBC is one of the largest banking and financial services organizations in the world. HSBC’s international network comprises around 9,500 offices in 86 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. HSBC’s shares are listed on the London, Hong Kong, New York, Paris and Bermuda stock exchanges and held by around 200,000 shareholders in some 100 countries and territories. On the New York Stock Exchange, the shares are traded in the form of American depositary shares.