[6-K] HSBC HOLDINGS PLC Current Report (Foreign Issuer)

Rhea-AI Filing Summary

HSBC Holdings plc is exercising its option to redeem in full two note series due in 2026: the GBP1,000,000,000 Series 33 Resettable Notes and the EUR1,000,000,000 Series 40 Fixed-to-Floating Notes. Both series will be redeemed at their respective par Calculation Amounts together with accrued but unpaid interest from 13 November 2024 to (but excluding) the redemption date of 13 November 2025. The notices state that repayment will be made via the relevant clearing systems and that listing and admission to trading on the FCA Official List and the London Stock Exchange Main Market will be cancelled on or shortly after 14 November 2025.

Positive

• Redemption at par for both Series 33 and Series 40 ensures noteholders receive principal plus accrued interest
• Clear repayment mechanics—notice directs holders to clearing systems and provides investor contacts for queries
• Advance notice of delisting gives market participants time to prepare for removal from the FCA Official List and LSE

Negative

• Cancellation of listing on or shortly after 14 November 2025 will remove LSE trading liquidity for these notes
• Notes are not registered in the U.S., limiting resale options for U.S. persons and certain secondary-market liquidity

Insights

Fixed Income Analyst

TL;DR: HSBC will call and redeem two 2026 note issues at par, returning principal and accrued interest to noteholders.

This is a contractual, issuer-option redemption under the notes' terms and is operationally significant for affected noteholders because it ends market trading and transfers repayment responsibility to clearing systems. The redemption at par means there is no principal premium or discount disclosed; holders receive the Calculation Amount plus accrued interest from 13 November 2024 to (but excluding) the redemption date. The cancellation of listing on or shortly after 14 November 2025 removes public secondary-market liquidity on the LSE for these instruments.

Corporate Governance Expert

TL;DR: The issuer is exercising contract rights to tidy up capital structure by redeeming two note series and delisting them.

This action reflects a routine use of the issuer's redemption option rather than an extraordinary corporate event. It clarifies the bank's outstanding listed debt profile by removing two specific note series from the FCA Official List and LSE trading. The notice provides clear repayment mechanics via clearing systems and investor contact points, which is consistent with orderly conduct and disclosure expectations for a large public issuer.

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 September

HSBC Holdings plc

42nd Floor, 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  

24 September 2025

HSBC HOLDINGS PLC

NOTICE OF REDEMPTION AND CANCELLATION OF LISTING

To the holders of:

(i) GBP1,000,000,000 2.256 per cent. Resettable Notes due November 2026

ISIN Code: XS1716248197

(the 'Series 33 Notes')

and

(ii) EUR1,000,000,000 0.309 per cent. Fixed to Floating Rate Notes due 2026

ISIN Code: XS2251736646

(the 'Series 40 Notes' and together with the Series 33 Notes, the 'Notes')

Notice is hereby irrevocably given to:

(i)           the holders of the Series 33 Notes (the 'Series 33 Noteholders') that, pursuant to Condition 6(c) (Redemption at the Option of the Issuer) of the terms and conditions of the Series 33 Notes and paragraph 16 (Issuer's optional redemption (Call): Condition 6(c)) of the final terms dated 9 November 2017, as amended and restated on 29 October 2021, relating to the Series 33 Notes (the 'Series 33 Final Terms'), on 13 November 2025 (the 'Series 33 Redemption Date') HSBC Holdings plc will exercise its option to redeem all of the outstanding Series 33 Notes at GBP1,000 per Calculation Amount (as defined in the Series 33 Final Terms), together with accrued but unpaid interest from (and including) 13 November 2024 to (but excluding) the Series 33 Redemption Date; and

(ii)          the holders of the Series 40 Notes (the 'Series 40 Noteholders') that, pursuant to Condition 6(c) (Redemption at the Option of the Issuer) of the terms and conditions of the Series 40 Notes and paragraph 16 (Issuer's optional redemption (Call): Condition 6(c)) of the final terms  contained in the section entitled 'Terms and Conditions of the 2026 Notes - Final Terms' of the drawdown prospectus dated 11 November 2020 relating to the Series 40 Notes (the 'Series 40 Final Terms'), on 13 November 2025 (the 'Series 40 Redemption Date') HSBC Holdings plc will exercise its option to redeem all of the outstanding Series 40 Notes at EUR1,000 per Calculation Amount (as defined in the Series 40 Final Terms), together with accrued but unpaid interest from (and including) 13 November 2024 to (but excluding) the Series 40 Redemption Date.

Noteholders should look to the relevant clearing systems through which their Notes are held for repayment.

The listing of the Notes on the Official List of the Financial Conduct Authority and the admission of the Notes to trading on the Main Market of the London Stock Exchange plc will be cancelled on, or shortly after, 14 November 2025.

Investor enquiries to:

Greg Case                            +44 (0) 20 7992 3825 investorrelations@hsbc.com

Media enquiries to:

Press Office                         +44 (0) 20 7991 8096                         pressoffice@hsbc.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 57 countries and territories. With assets of US$3,214bn at 30 June 2025, HSBC is one of the world's largest banking and financial services organisations.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), or any state securities laws and, unless so registered, may not be offered or sold within the United States or to, or for the account or the benefit of, US persons, as defined in Regulation S under the Securities Act, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

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.

HSBC Holdings plc

By:

Name: Aileen Taylor

Title: Group Company Secretary and Chief Governance Officer

Date: 24 September 2025

FAQ

What amount will HSBC pay to Series 33 noteholders on redemption?

HSBC will pay GBP1,000 per Calculation Amount plus accrued but unpaid interest from 13 November 2024 to (but excluding) the redemption date.

What amount will HSBC pay to Series 40 noteholders on redemption?

HSBC will pay EUR1,000 per Calculation Amount plus accrued but unpaid interest from 13 November 2024 to (but excluding) the redemption date.

When will the Series 33 and Series 40 notes be redeemed?

Both the Series 33 and Series 40 notes will be redeemed on 13 November 2025.

When will the notes be delisted from the FCA Official List and LSE?

Listing and admission to trading will be cancelled on, or shortly after, 14 November 2025.

How will noteholders receive repayment?

Noteholders should look to the relevant clearing systems through which their notes are held for repayment.

Who can investors contact with questions about the redemption?

Investor enquiries are directed to Greg Case at +44 (0) 20 7992 3825 or investorrelations@hsbc.com.