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
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 28 September 2026
US$2,500,000,000 2.251% Fixed Rate/Floating Rate Senior Unsecured
Notes due 2027 (CUSIP No. 404280CX5; ISIN: US404280CX53)* (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 Par
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-third supplemental indenture dated as of 22
November 2021 (the ‘Twenty-Third 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
‘Par
Redemption’).
Pursuant to Section 11.04 of the Base Indenture and Sections 2.01,
2.02, 3.01, 3.02, 4.01(a) and 4.02(b) of the Twenty-Third
Supplemental Indenture, the Issuer hereby provides notice of the
following information relating to the Par Redemption:
●
The redemption date for the Securities shall be 22
November 2026 (the ‘Redemption Date’).
●
The redemption price for the Securities shall be
US$1,000 per US$1,000 principal amount of the Securities (the
‘Redemption
Price’).
●
Additionally, in accordance with the terms of the
Indenture, as the Redemption Date is an Interest Payment Date all
accrued but unpaid interest from (and including) 22 May 2026 to
(but excluding) the Redemption Date will be payable to the holders
of record of the Securities as of 7 November 2026, the Regular
Record Date (the ‘Interest
Payment’).
●
Subject
to any conditions and/or the limited circumstances contained in the
Twenty-Third Supplemental Indenture, on the Redemption Date the
Redemption Price and the Interest Payment shall become due and
payable upon each such Security to be redeemed and interest thereon
shall cease to accrue on and after such date.
●
Pursuant
to the terms of the Indenture, as the Redemption Date is not a
Business Day, the Issuer will pay the Redemption Price and Interest
Payment on the next succeeding Business Day, Monday, 23 November
2026. In accordance with the terms of the Indenture, interest on
the payment of the Redemption Price and the Interest Payment shall
not accrue during the period from and after the scheduled
Redemption 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.
ends/more
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:
28 September 2026
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