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 August
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
6 August 2026
HSBC HOLDINGS PLC ANNOUNCES
INCREASE OF (A) THE MAXIMUM TENDER AMOUNT OF ITS TENDER OFFERS FOR
FOUR SERIES OF NOTES AND (B) THE MAY 2028 NOTES SUB-CAP IN RESPECT
OF THE MAY 2028 NOTES
HSBC Holdings plc (the 'Company', 'we' or 'us') announces the increase of the maximum tender
amount for its offers to purchase for cash the outstanding
series of notes listed in the table below, previously announced on
August 5, 2026, from an aggregate purchase price (excluding
Accrued Interest) of up to $5,000,000,000 to an aggregate purchase
price (excluding Accrued Interest) of up to $6,750,000,000 (as
amended, the 'Maximum Tender
Amount'), subject to the terms
and conditions set out in the Offer to Purchase.
In addition, the Company announces the increase of the maximum
aggregate principal amount of May 2028 Notes to be purchased by the
Company, previously announced on August 5, 2026, from an aggregate
principal amount of $750,000,000 to an aggregate principal amount
of $1,000,000,000 (as amended, the 'May 2028 Notes
Sub-Cap'), subject to the
terms and conditions set out in the Offer to
Purchase.
We refer to the outstanding notes listed in the table below
collectively as the 'Notes' and separately as a 'series' of Notes. We refer to each offer to purchase a
series of Notes as an 'Offer', and collectively as the 'Offers'. The Offers are made upon the terms and subject
to the conditions set forth in the Offer to Purchase dated August
5, 2026, relating to the Notes (the 'Offer to
Purchase'). References to
'$' are to U.S. dollars. The Offer to Purchase is available at
the following link: https://www.gbsc-usa.com/hsbc/.
Capitalized terms used herein but not otherwise defined herein
shall have the meaning provided in the Offer to
Purchase.
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Acceptance Priority
Level(1)
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Title of Notes
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CUSIP
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Maturity
Date
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Par Redemption Date(2)
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Principal Amount Outstanding
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Sub-Cap
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Reference Security
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Fixed Spread
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1
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2.013% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'September 2028
Notes')
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404280CL1
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September 22, 2028
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September 22, 2027
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$2,000,000,000
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N/A
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UST 3.375% due September 15, 2027 (CUSIP 91282CLL3)
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+20 basis points ('bps')
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2
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7.390% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028(the
'November
2028 Notes')
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404280DR7
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November 3, 2028
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November 3, 2027
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$2,250,000,000
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N/A
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UST 4.125% due October 31, 2027 (CUSIP 91282CFU0)
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+50
bps(3)
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3
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5.597% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'May
2028 Notes')
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404280EF2
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May 17, 2028
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May 17, 2027
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$1,850,000,000
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$1,000,000,000
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UST 4.5% due May 15, 2027 (CUSIP 91282CKR1)
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+20
bps
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4
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4.041% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'March
2028 Notes')
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404280BK4
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March 13, 2028
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March 13, 2027
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$2,500,000,000
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$1,750,000,000
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UST 4.125% due February 28, 2027 (CUSIP 91282CMP3)
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+20
bps
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(1) We will accept Notes in the order of their respective
Acceptance Priority Level specified in the table above, subject to
the Maximum Tender Amount, the May 2028 Notes Sub-Cap (in the case
of the May 2028 Notes) and the March 2028 Notes Sub-Cap (in the
case of the March 2028 Notes). Subject to the Maximum Tender
Amount, the May 2028 Notes Sub-Cap (in the case of the May 2028
Notes) and/or the March 2028 Notes Sub-Cap (in the case of the
March 2028 Notes), all Notes validly tendered and not validly
withdrawn at or prior to the Expiration Time having a higher
Acceptance Priority Level (with 1 being the highest) will be
accepted before any tendered Notes having a lower Acceptance
Priority Level (with 4 being the lowest). Notes of a series may be
subject to proration if the aggregate purchase price (excluding
Accrued Interest) of all Notes validly tendered and not validly
withdrawn would, if accepted in full, cause the Maximum Tender
Amount to be exceeded, or if the aggregate principal amount of May
2028 Notes or March 2028 Notes, as applicable, would cause the May
2028 Notes Sub-Cap or the March 2028 Notes Sub-Cap, to be exceeded,
as more fully described in the Offer to
Purchase.
(2) For each series of Notes, the calculation of the applicable
Consideration (as defined below) will be performed assuming
repayment of the principal on such Par Redemption Date for such
series of Notes, excluding scheduled interest payments after such
Par Redemption Date.
(3) The Fixed Spread is equivalent to the spread pursuant to the
"make-whole" redemption provisions under the November 2028
Notes.
The Offers are being undertaken to proactively manage the Company's
outstanding debt portfolio.
Each Offer will expire at 5:00 p.m. (New York City time) on August
12, 2026, unless extended or earlier terminated by us in our sole
discretion (such date and time with respect to an Offer, as the
same may be extended, the 'Expiration
Time'). Notes tendered for
purchase may be validly withdrawn at any time at or prior to 5:00
p.m. (New York City time) on August 12, 2026 (such date and time
with respect to an Offer, as the same may be extended, the
'Withdrawal
Date'), but not thereafter,
unless extended or earlier terminated with respect to an Offer by
us in our sole discretion. We expect the settlement date to occur
on August 17, 2026, unless extended or earlier terminated in
respect of an Offer by us in our sole discretion (such date and
time with respect to an Offer, as the same may be extended, the
'Settlement
Date').
Each Offer is independent of the other Offers, and we may
terminate, modify or waive the conditions of any Offer without
terminating, modifying or waiving the conditions of any other
Offer. The Company will not be able to definitively determine
whether the Maximum Tender Amount, the May 2028 Notes Sub-Cap
and/or the March 2028 Notes Sub-Cap is reached, or what the effects
of proration may be with respect to the Notes, until after the
Expiration Time has passed. The Company reserves the right to amend
or waive any of the conditions of the Offers, in whole or in part,
at any time or from time to time, in our sole discretion, subject
to applicable law. If any of the conditions to the Offers are not
satisfied at the Expiration Time with respect to an Offer, we may,
in our sole discretion and without giving any notice, subject to
applicable law, (a) terminate such Offer, (b) extend such Offer, on
the same or amended terms, and thereby delay acceptance of any
validly tendered Notes, or (c) continue to accept
tenders.
On August 5, 2026, the Company priced the offering of
$2,500,000,000 5.243% Fixed Rate/Floating Rate Senior Unsecured
Notes due 2032, $3,250,000,000 5.729% Fixed Rate/Floating Rate
Senior Unsecured Notes due 2037 and $1,000,000,000 Floating Rate
Senior Unsecured Notes due 2032 (the 'New Issuance'), thereby satisfying the New Issue Condition
with respect to the Offers. It is expected that the Offers will be
financed with the proceeds received from the New Issuance and, to
the extent required, with cash on hand.
Upon the terms and subject to the conditions set forth in the Offer
to Purchase, holders who validly tender Notes at or prior to the
Expiration Time, and whose Notes have not been validly withdrawn at
or prior to the Withdrawal Date and are accepted for purchase by us
(subject to the Maximum Tender Amount, the applicable Acceptance
Priority Levels, the May 2028 Notes Sub-Cap (in the case of the May
2028 Notes), the March 2028 Notes Sub-Cap (in the case of the March
2028 Notes), and to proration, if any), will receive consideration
for each $1,000 principal amount of such Notes, which will be
payable in cash on the Settlement Date as described below (the
'Consideration').
The Consideration applicable to each series of Notes validly
tendered and accepted by us pursuant to the Offers will be
calculated at or around 1:00 p.m. (New York City time) on August
12, 2026 (such date and time with respect to an Offer, as the same
may be extended by the Company in its sole discretion, the
'Price
Determination Date'), in
accordance with the formula set forth in the Offer to Purchase and
with standard market practice, using the applicable
'Offer
Yield', which will be equal to
the sum of:
a) the applicable 'Reference
Yield', as determined by the
Dealer Manager (as defined below), that corresponds to the bid-side
yield of the Reference Security specified in the table above for
such series of Notes appearing on the Price Determination Date,
such yield being directly quoted on the Bloomberg Reference Page
(as defined below) and being rounded to the nearest 0.001 per cent.
(with 0.0005 per cent. being rounded up), plus
b)
the Fixed Spread specified in the table above for such series of
Notes.
Accordingly, the Consideration payable by us for each $1,000
principal amount of each series of Notes accepted by us will
equal:
(i)
the present value on the Settlement Date of $1,000 principal amount
of such Notes due on the Par Redemption Date (as specified in the
table above) of such Notes and all scheduled interest payments on
such $1,000 principal amount of such Notes to be made from (but
excluding) the Settlement Date up to and including such Par
Redemption Date, discounted to the Settlement Date at a discount
rate equal to the applicable Offer Yield, minus
(ii)
the Accrued Interest per $1,000 principal amount of such
Notes;
such total amount being rounded to the nearest cent per $1,000
principal amount of such Notes, and the above calculation being
made in accordance with standard market practice as described by
the formula set forth in the Offer to Purchase.
The 'Bloomberg Reference
Page' means the page on
Bloomberg from which the Dealer Manager will observe the bid-side
yield of the Reference Security for each series of Notes, which is
expected to be PX3 or PX4 as appropriate (or any other recognized
quotation source selected by us in consultation with the Dealer
Manager if such quotation source is not available or manifestly
erroneous).
As soon as reasonably practicable after the Price Determination
Date, the Company will issue a press release specifying the
Consideration for each series of Notes validly tendered and
accepted.
In addition to the Consideration, holders whose Notes of a given
series are accepted for purchase will also be paid a cash amount
equal to accrued and unpaid interest on such Notes from, and
including, the last interest payment date for such Notes to, but
not including, the Settlement Date, rounded to the nearest cent
(such amount in respect of a series of Notes, 'Accrued
Interest'). Accrued Interest
will be payable on the Settlement Date. For the avoidance of doubt,
interest will cease to accrue on the Settlement Date for all Notes
accepted in the Offers. Under no circumstances will any interest be
payable to holders because of any delay on the part of Global
Bondholder Services Corporation, as depositary, The Depository
Trust Company ('DTC') or any other party in the transmission of funds
to holders.
Except as described above in respect of the Maximum Tender Amount
and the May 2028 Notes Sub-Cap, the terms and conditions of the
Offers as described in the Offer to Purchase remain unchanged,
including the March 2028 Notes Sub-Cap. Holders who have previously
validly tendered (and not validly withdrawn) their Notes will not
need to re-tender their Notes to be eligible to receive the
Consideration.
All Notes accepted in the Offers will be cancelled and retired, and
will no longer remain outstanding obligations of the Company.
Holders of Notes are advised to read carefully the Offer to
Purchase, including the 'Risk Factors' section, for full details of
and information on the procedures for participating in the
Offers.
The Company has retained HSBC Bank plc as Dealer Manager for the
Offers (the 'Dealer
Manager'). Questions and
requests for assistance related to the Offers may be directed to
the Dealer Manager at UK: +44 (0)20 7992 6237, US: +1 (212)
525-5552 (Collect) or +1 (888) HSBC-4LM (Toll Free), or by email at
liability.management@hsbcib.com.
Global Bondholder Services Corporation is acting as the information
agent (the 'Information
Agent'). Questions or requests
for assistance related to the Offers or for additional copies of
the Offer to Purchase may be directed to the Information
Agent at +1 (855) 654-2014 (toll free) or +1 (212) 430-3774 (banks
and brokers). You may also contact your broker, dealer,
custodian bank, trust company or other nominee for assistance
concerning the Offers.
If the Company terminates an Offer, all Notes tendered pursuant to
such Offer will be returned promptly to the tendering holders
thereof.
Holders of Notes are advised to check with any bank, securities
broker or other intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in, an
Offer before the deadlines specified herein and in the Offer to
Purchase. The deadlines set by any such intermediary and DTC for
the submission and withdrawal of tender instructions will also be
earlier than the relevant deadlines specified herein and in the
Offer to Purchase.
.....
This announcement is for informational purposes only and does not
constitute an offer to purchase or sell, or a solicitation of an
offer to purchase or sell, any security. No offer, solicitation, or
sale will be made in any circumstances in which such offer or
solicitation or acceptance is unlawful. The Offers are only being
made pursuant to the Offer to Purchase. Holders of the Notes are
urged to carefully read the Offer to Purchase before making any
decision with respect to the Offers.
United Kingdom. This
communication and any other documents or materials relating to the
Offers is not being made and such documents and/or materials have
not been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
'FSMA'). Accordingly, this communication and such
documents and/or materials are not being distributed to the general
public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may only be communicated to (1) those persons
who are existing members or creditors of the Company or other
persons within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, and (2) any other persons to
whom these documents and/or materials may lawfully be
communicated.
Belgium. The Offers are not
being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of the Belgian Code of Economic Law, as amended
(a 'Consumer') and this communication, the Offer to Purchase
and any other documents or materials relating to the Offers have
not been and may not be distributed, directly or indirectly, in
Belgium to Consumers.
Italy. None of the Offers,
this communication or any other document or materials relating to
the Offers have been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la
Borsa ('CONSOB') pursuant to Italian laws and regulations. The
Offers are being carried out in the Republic of Italy as exempted
offers pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended
(the 'Financial Services
Act') and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are located
in the Republic of Italy can tender the Notes for purchase in the
Offers through authorized persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended
from time to time, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other
Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its
clients in connection with the Notes and/or the
Offers.
Hong Kong. The contents of
this communication have not been reviewed by any regulatory
authority in Hong Kong. Holders of Notes should exercise caution in
relation to the Offers. If a holder of the Notes is in any doubt
about any of the contents of this communication, such holder should
obtain independent professional advice. The Offers have not been
made and will not be made in Hong Kong, by means of any document,
other than (i) to 'professional investors' as defined in the
Securities and Futures Ordinance (Cap. 571) of the laws of Hong
Kong (the 'SFO') and any rules made under that ordinance, or
(ii) in other circumstances which do not result in the document
being a 'prospectus' as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of the laws of Hong
Kong or which do not constitute an offer to the public within the
meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will issue or have in its possession for the
purposes of issue (in each case whether in Hong Kong or elsewhere),
any advertisement, invitation or document relating to the Offers,
which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with
respect to the Offers and/or the Notes which are or are intended to
be made only to persons outside Hong Kong or only to 'professional
investors' as defined in the SFO and any rules made thereunder.
This communication and the information contained herein may not be
used other than by the person to whom it is addressed and may not
be reproduced in any form or transferred to any person in Hong
Kong. The Offers are not intended to be made to the public in Hong
Kong and it is not the intention of the Company that the Offers be
made to the public in Hong Kong.
Canada. Any offer or
solicitation in Canada must be made through a dealer that is
appropriately registered under the laws of the applicable province
or territory of Canada, or pursuant to an exemption from that
requirement. Where the Dealer Manager or any affiliate thereof is a
registered dealer or able to rely on an exemption from the
requirement to be registered in such jurisdiction, the Offers shall
be deemed to be made by the Dealer Manager, or such affiliate, on
behalf of the Dealer Manager in that
jurisdiction.
France. This communication
and any other offering material relating to the Offers may not be
distributed in the Republic of France except to qualified investors
as defined in Article 2(e) of Regulation (EU)
2017/1129.
.....
Cautionary Statement Regarding Forward-Looking
Statements
In this communication the Company has made forward-looking
statements. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms
such as 'believes', 'expects', 'estimate', 'may', 'intends',
'plan', 'will', 'should', 'potential', 'seek', 'reasonably
possible' or 'anticipates' or the negative thereof or similar
expressions, or by discussions of strategy. We have based the
forward-looking statements on current expectations and projections
about future events. These forward-looking statements are subject
to risks, uncertainties and assumptions about us, as described
under 'Risk Factors' in the Offer to Purchase. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed herein might not
occur. You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of their
dates.
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$3,438bn at 30 June
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:
06 August 2026
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