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 October
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
NOTICE OF REDEMPTION
Dated 29 October 2026
US$2,250,000,000 7.390% Fixed Rate/Floating Rate Senior Unsecured
Notes due 2028 of which US$1,276,632,000 principal amount remains
outstanding (CUSIP No. 404280DR7; ISIN: US404280DR76)* (the
‘Securities’)
* No representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in this Notice
of Redemption, and reliance may be placed only on the other
identification numbers printed on the Securities, and the
Make-Whole Redemption (as defined below) shall not be affected by
any defect in or omission of such numbers.
To: The
Holders of the Securities
The New York Stock Exchange
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE
RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF
THE SECURITIES IN A TIMELY MANNER.
The Securities have been issued pursuant to an indenture dated as
of 26 August 2009 (as amended or supplemented from time to time,
the ‘Base
Indenture’), between HSBC
Holdings plc, as issuer (the ‘Issuer’), The Bank of New York Mellon, London
Branch, as trustee (the ‘Trustee’), and HSBC Bank USA, National Association, as paying
agent and registrar (‘HSBC Bank
USA’), as supplemented
and amended by a twenty-seventh supplemental indenture dated as of
3 November 2022 (the ‘Twenty-Seventh Supplemental
Indenture’ and, together
with the Base Indenture, the ‘Indenture’) among the Issuer, the Trustee and HSBC
Bank USA as paying agent, registrar and calculation agent.
Capitalised terms used and not defined herein have the meanings
ascribed to them in the Indenture.
The Issuer has elected
to redeem the Securities in whole in accordance
with the terms of the Indenture and the Securities (the
‘Make-Whole
Redemption’).
Pursuant to Section 11.04 of the Base Indenture and Sections
2.01(b), 2.02, 2.03(b), 3.01(b), 3.02 and 4.01(a) of the
Twenty-Seventh Supplemental Indenture, the Issuer hereby provides
notice of the following information relating to the Make-Whole
Redemption:
●
The redemption date for the Securities shall be 9
November 2026 (the ‘Redemption Date’).
●
The Issuer will redeem the Securities in whole at
a Redemption Price equal to the greater of: (i) 100% of the
outstanding principal amount of the Securities; and (ii) as
determined by the Determination Agent, the sum of the present
values of (A) the outstanding principal amount of the Securities
(discounted from 3 November 2027) and (B) the remaining payments of
interest to be made on any scheduled Interest Payment Date to (and
including) 3 November 2027 for the Securities (not including
accrued and unpaid interest to (but excluding) the Redemption Date,
if any, on the outstanding principal amount of the Securities),
discounted to the Redemption Date on a semi-annual basis (assuming
a 360-day year consisting of twelve 30 day months) at the Reference
Treasury Rate plus 50 basis points (the ‘Make-Whole Redemption
Amount’).
●
The
Make-Whole Redemption Amount will be determined and communicated by
means of a widely disseminated press release to Holders of the
Securities on the third Business Day preceding the Redemption
Date.
●
Additionally, in accordance with the terms of the
Indenture, all accrued but unpaid interest from (and including) 3
November 2026 to (but excluding) the Redemption Date will be paid
on the Redemption Date (the ‘Interest
Payment’).
●
Subject
to any conditions and/or the limited circumstances contained in the
Twenty-Seventh Supplemental Indenture, on the Redemption Date the
Make-Whole Redemption Amount and the Interest Payment shall become
due and payable upon the Securities and interest thereon shall
cease to accrue on and after such date.
●
Securities
should be surrendered at the registered office of HSBC Bank USA at
66 Hudson Boulevard East, 545W9, New York, NY 10001, Attention:
Issuer Services.
Questions relating to this Notice of Redemption should be addressed
to HSBC Bank USA via e-mail at CTLANYDealManagement@us.hsbc.com, at
its registered office or via telephone at +1 201 217
8417.
IMPORTANT TAX INFORMATION
EXISTING US FEDERAL INCOME TAX LAW MAY REQUIRE BACKUP WITHHOLDING
OF 24% OF ANY PAYMENTS TO HOLDERS PRESENTING THEIR SECURITIES FOR
PAYMENTS WHO HAVE FAILED TO FURNISH A TAXPAYER IDENTIFICATION
NUMBER CERTIFIED TO BE CORRECT UNDER PENALTY OF PERJURY ON A
COMPLETE AND VALID INTERNAL REVENUE SERVICE (‘IRS’)
FORM W-9 OR APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR
WITHHOLDING AGENT. HOLDERS MAY ALSO BE SUBJECT TO PENALTIES FOR
FAILURE TO PROVIDE SUCH NUMBER.
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 56
countries and territories. With assets of US$3,445bn at 30
September 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:
29 October 2026
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