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 May
HSBC Holdings plc
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
18 May 2026
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
HSBC Holdings plc (the 'Company') is pleased to announce that all of the
conditions precedent under the securities terms agreement between
the Company and the underwriters listed therein dated 11 May 2026
(the 'Securities Terms
Agreement') in relation to the
Company's previously announced issuance of perpetual subordinated
contingent convertible securities have been satisfied (or where
permitted, waived). The US$1,500,000,000 6.750% Perpetual
Subordinated Contingent Convertible Securities (Callable During Any
Optional Redemption Period) (ISIN US404280FR58) (the
'Securities') were issued on 18 May 2026 in accordance with
the terms of the Securities
Terms Agreement.
Application has been made to The Irish Stock Exchange plc trading
as Euronext Dublin ('Euronext
Dublin') for the Securities to
be admitted to the Official List and to trading on the Global
Exchange Market of Euronext Dublin.
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Investor enquiries to:
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Greg Case
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Tel: +44 (0) 20 7992 3825
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e-mail: investorrelations@hsbc.com
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Media enquiries to:
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Press Office
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Tel: +44 (0) 20 7991 8096
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e-mail: pressoffice@hsbc.com
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Disclaimers
The offering was made pursuant to an effective shelf registration
statement on Form F-3 filed with the Securities and Exchange
Commission (the 'SEC'). The offering was made solely by means of a
prospectus supplement and accompanying prospectus which have been
filed with the SEC. You may obtain these documents for free by
visiting EDGAR on the SEC website at www.sec.gov or by writing or
telephoning us at either of the following
addresses:
Group Company Secretary
HSBC Holdings plc
8 Canada Square
London E14 5HQ
United Kingdom
Tel: +44 20 7991 8888
HSBC
Holdings plc
c/o
HSBC Bank USA, National Association
66
Hudson Boulevard East, 545W9,
New
York, New York, 10001
Attn:
Company Secretary
Tel:
+1 212 525 5000
The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions.
This announcement does not constitute an offer or an invitation to
subscribe or purchase any of the Securities. No action has been
taken in any jurisdiction to permit a public offering of the
Securities where such action is required other than in the US. The
offer and sale of the Securities may be restricted by law in
certain jurisdictions.
The Securities are complex financial instruments with a high degree
of risk. They are not a suitable or appropriate investment for all
investors, especially retail investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations
or guidance with respect to the offer or sale of securities such as
the Securities. Potential investors in the Securities should inform
themselves of, and comply with, any applicable laws, regulations or
regulatory guidance with respect to any resale of the Securities
(or any beneficial interests therein).
a. In the United
Kingdom ('UK'), the UK Financial Conduct Authority
('FCA') Conduct of Business Sourcebook
('COBS') requires, in summary, that the Securities
should not be offered or sold to retail clients (as defined in COBS
3.4, and each, a 'retail
client') in the
UK.
b.
Some or all of the underwriters are
required to comply with COBS.
c.
By purchasing, or making or accepting
an offer to purchase, any Securities (or a beneficial interest in
such Securities) from the Company and/or the underwriters, each
prospective investor represents, warrants, agrees with and
undertakes to the Company and each of the underwriters
that:
i.
it is not a retail client in the UK; and
ii.
it will not sell or offer the Securities (or any
beneficial interests therein) to retail clients in the UK or
communicate (including the distribution of the prospectus
supplement and the accompanying prospectus for the issuance of the
Securities) or approve an invitation or inducement to participate
in, acquire or underwrite the Securities (or any beneficial
interests therein) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received
by a retail client in the UK.
d.
In selling or offering Securities or
making or approving communications relating to the Securities, each
prospective investor may not rely on the limited exemptions set out
in COBS.
e.
Potential investors in the Securities should
also inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of
the Securities (or any beneficial interests therein).
The obligations set out above are in addition to the need to comply
at all times with other applicable laws, regulations and regulatory
guidance (whether inside or outside the European Economic Area
('EEA') or the UK) relating to the promotion, offering,
distribution and/or sale of the Securities (or any beneficial
interests therein), whether or not specifically mentioned in the
prospectus supplement or the accompanying prospectus for the
issuance of the Securities including (without limitation) any
requirements under MiFID II or the UK FCA Handbook as to
determining the appropriateness and/or suitability of an investment
in the Securities (or any beneficial interests therein) for
investors in any relevant jurisdiction. By purchasing, or making or
accepting an offer to purchase, any Securities (or a beneficial
interest in such Securities) from the Company and/or the
underwriters each prospective investor represents, warrants, agrees
with and undertakes to the Company that it will comply at all times
with all such other applicable laws, regulations and regulatory
guidance.
Where acting as agent on behalf of a disclosed or undisclosed
client when purchasing, or making or accepting an offer to
purchase, any Securities (or any beneficial interests therein) from
the Company and/or the underwriters the foregoing representations,
warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
PRIIPs Regulation-Prohibition of sales to EEA retail investors -
The Securities are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II;
or (ii) a customer within the meaning of Directive (EU) 2016/97,
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no
key information document required by Regulation (EU) No 1286/2014
(as amended, the 'PRIIPs
Regulation') for offering or
selling the Securities or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or
selling the Securities or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
Prohibition of sales to UK retail investors - The Securities are
not intended to be offered, sold, distributed or otherwise made
available to and should not be offered, sold, distributed or
otherwise made available to any retail investor in the UK. For
these purposes, a retail investor means a person who is not a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA. Consequently, no disclosure document required
by the FCA Product Disclosure Sourcebook ("DISC") for offering, selling or distributing the
Securities or otherwise making them available to retail investors
in the UK has been prepared and therefore offering, selling or
distributing the Securities or otherwise making them available to
any retail investor in the UK may be unlawful under the DISC and
the Consumer Composite Investments (Designated Activities)
Regulations 2024.
For and on behalf of
HSBC Holdings plc
Angela McEntee
Group Company Secretary
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 56
countries and territories. With assets of US$3,306bn at 31 March
2026, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
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.
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HSBC
Holdings plc
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By:
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Name:
Angela McEntee
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Title:
Group Company Secretary
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Date:
18 May 2026
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