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 November
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
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 IN RELATION TO THE
OFFER DESCRIBED HEREIN.
5 November 2026
HSBC HOLDINGS PLC ANNOUNCES TENDER OFFER
FOR ONE SERIES OF SECURITIES
HSBC Holdings plc (the ‘Company’, ‘we’ or ‘us’) has announced the anticipated launch of
an offer to purchase (the ‘Offer’) for cash up to $1,000,000,000 aggregate
principal amount (such amount, as may be increased or decreased by
the Company in its sole discretion, including following the pricing
of the New Securities, as defined below, the
‘Maximum Tender
Amount’) of the
outstanding $3,000,000,000 6.000% Perpetual Subordinated Contingent
Convertible Securities (Callable May 22, 2027 and Every Five Years
Thereafter) (the ‘Securities’), subject to the terms and conditions set
out in the Offer to Purchase (as defined
below).
The launch of the Offer is expected to be at or prior to 10:00 a.m.
(New York City time) on November 5, 2026 (the
‘Launch
Date’).
The Offer to Purchase will be available from 10:00 a.m. (New York
City time) on the Launch Date at the following link:
https://www.gbsc-usa.com/hsbc/.
The Offer is made upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 5, 2026, relating to
the Securities (the ‘Offer to
Purchase’). As of the
date of the Offer to Purchase, the aggregate outstanding principal
amount of Securities subject to the Offer is $3,000,000,000.
References to ‘$’ are to U.S.
dollars.
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Title of Securities
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CUSIP / ISIN
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First Optional Redemption Date
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Principal Amount Outstanding
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Purchase Price(1)
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Consideration(2)
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Maximum Tender
Amount(3)
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6.000% Perpetual Subordinated Contingent Convertible Securities
(Callable May 22, 2027 and Every Five Years
Thereafter)
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CUSIP: 404280 BL2ISIN: US404280BL25
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May 22, 2027
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$3,000,000,000
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100.50%
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$1,005.00 per $1,000.00 of principal amount tendered and accepted
for purchase
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$1,000,000,000 in aggregate principal amount
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(1) The Purchase Price shall be 100.50% of the principal amount of
the Securities accepted for purchase pursuant to the
Offer.
(2) The Securities may be tendered only in an aggregate principal
amount of $200,000 and in integral multiples of $1,000 in excess
thereof. Holders who tender less than all of their Securities must
continue to hold at least $200,000 in principal amount of
Securities.
(3) Subject to the right of the Company to increase or decrease the
Maximum Tender Amount in its sole discretion, including following
the pricing of the New Securities (as defined below).
The Offer is being undertaken to proactively manage the
Company’s Tier 1 capital base.
The Offer will expire at 5:00 p.m. (New York City time) on November
19, 2026, unless extended or earlier terminated by us in our sole
discretion (such date and time, as the same may be extended, the
‘Expiration
Time’). Securities
tendered for purchase may be validly withdrawn at any time at or
prior to the Expiration Time (such date and time, as the same may
be extended, the ‘Withdrawal
Date’), but not
thereafter, unless extended or earlier terminated by us in our sole
discretion. Subject to the Maximum Tender Amount and provided that
all conditions to the Offer have been satisfied or waived by us at
or prior to the Expiration Time, we expect the settlement date to
occur on November 24, 2026, unless extended or earlier terminated
by us in our sole discretion (such date and time, as the same may
be extended, the ‘Settlement
Date’).
Upon the terms and subject to the conditions set forth in the Offer
to Purchase, including the Maximum Tender Amount and proration, if
any, holders who validly tender Securities at or prior to the
Expiration Time, and whose Securities have not been validly
withdrawn at or prior to the Withdrawal Date and are accepted for
purchase by us, will receive consideration equal to $1,005.00 per
$1,000.00 of principal amount of Securities accepted, which will be
payable in cash on the Settlement Date as described below (the
‘Consideration’).
In addition to the Consideration, holders whose Securities are
accepted for purchase will also be paid a cash amount equal to
accrued and unpaid interest on such Securities (excluding any
interest cancelled or deemed to have been cancelled pursuant to the
terms of the Securities) from, and including, the last interest
payment date for such Securities to, but not including, the
Settlement Date, rounded to the nearest cent (such amount, the
‘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 Securities accepted in the Offer. 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.
It is expected that the Offer will be financed with cash on
hand.
On the date of the Offer to Purchase, the Company expects to launch
a proposed new issuance (the ‘Proposed
Issuance’) of one series
of perpetual subordinated contingent convertible securities (the
‘New
Securities’) which are
not subject to the Offer. No assurance can be given that the
Proposed Issuance will be completed.
The Offer is subject to the terms and conditions described in the
Offer to Purchase. In particular, the Company is offering to
purchase the Securities for cash up to the Maximum Tender Amount.
The Company reserves the right, but is under no obligation, to
increase or decrease the Maximum Tender Amount at any time,
including following the pricing of the New Securities. There can be
no assurance that the Company will exercise its right to increase
or decrease the Maximum Tender Amount. Our obligation to complete
the Offer is conditioned on the successful closing, on terms and
conditions reasonably satisfactory to us, of the Proposed Issuance
at or prior to the Expiration Time.
The Securities may be subject to proration, on the basis of a
proration factor calculated as described in the Offer to Purchase,
if the aggregate principal amount of Securities validly tendered
and not validly withdrawn would, if accepted in full, exceed the
Maximum Tender Amount.
To avoid purchases of tendered Securities in principal amounts
other than integral multiples of $1,000, the Company will make
appropriate adjustments downward to the nearest $1,000 principal
amount with respect to each holder’s validly tendered
Securities accepted for purchase. Depending on the principal amount
of Securities validly tendered and the proration factor applied, if
the principal amount of Securities that are not accepted and are
returned to a holder as a result of proration would result in less
than an aggregate principal amount of $200,000 being returned to
such holder, the Company, at its sole discretion, will either
accept all of such holder’s validly tendered Securities
without proration or reject all of the Securities tendered by such
holder.
The Offer is not conditioned upon any minimum level of
participation. The Company will not be able to definitively
determine whether the Maximum Tender Amount is reached, or what the
effects of proration may be with respect to the Securities, until
after the Expiration Time has passed.
The Company reserves the right to amend or waive any of the
conditions of the Offer, 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 are not satisfied at the Expiration Time, we
may, in our sole discretion and subject to applicable law, (a)
terminate the Offer, (b) extend the Offer, on the same or amended
terms, and thereby delay acceptance of any validly tendered
Securities, or (c) continue to accept tenders. If the Company
exercises any such right to amend, modify or waive the terms or
conditions of the Offer, the Company will give written notice
thereof to the Information Agent and will make a public
announcement thereof as promptly as practicable and as required by
applicable law. The Company will also extend the Offer if required
by applicable law.
All Securities accepted in the Offer will be cancelled and retired,
and will no longer remain outstanding obligations of the Company.
Holders of Securities are advised to read carefully the Offer to
Purchase in full, including the ‘Risk Factors’ section,
for full details of and information on the procedures for
participating in the Offer.
The Company has retained HSBC Bank plc as dealer manager for the
Offer (the ‘Dealer
Manager’). Questions and
requests for assistance related to the Offer 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 will act as the information
agent (the ‘Information
Agent’). Questions or
requests for assistance related to the Offer 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
Offer.
If the Offer is terminated, Securities tendered pursuant to the
Offer will be returned promptly to the tendering
holders.
Holders of Securities are advised to check with any bank,
securities broker or other intermediary through which they hold
Securities 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, the 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 released by the Company and contains
information that qualified as inside information for the purposes
of Article 7 of Regulation (EU) No. 596/2014 (the
‘Market Abuse
Regulation’),
encompassing information relating to the Offer described above. For
the purposes of the Market Abuse Regulation, this announcement is
made by Greg Case, Head of Fixed Income Investor Relations, on
behalf of the Company.
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 Offer is only being
made pursuant to the Offer to Purchase. Holders of the Securities
are urged to carefully read the Offer to Purchase before making any
decision with respect to the Offer.
Additional Information in Respect of the Offer and Where to Find
It
The Company will file with the Securities and Exchange Commission
(the ‘SEC’) a tender offer statement on Schedule TO,
accompanied by the Offer to Purchase and other documents relating
to the Offer. Holders are advised to read carefully the tender
offer statement, the Offer to Purchase and other documents which
the Company will file with the SEC, including any amendments or
supplements thereto, when they become available, as they contain
important information about the Offer and procedures for
participating in the Offer. Copies of these documents will be
available free of charge by visiting EDGAR on the SEC’s
website at www.sec.gov. In addition, copies of the tender offer
statement and the documents filed with it, including any amendments
or supplements thereto, may be obtained free of charge from the
Information Agent at the telephone numbers set out
above.
United Kingdom. This
communication, the Offer to Purchase and any other documents or
materials relating to the Offer are 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, the
Offer to Purchase 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 Offer is 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 Offer
have not been and may not be distributed, directly or indirectly,
in Belgium to Consumers.
Italy. None of the Offer, this
communication, the Offer to Purchase or any other document or
materials relating to the Offer 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 Offer is being carried out in the Republic of Italy as an
exempted offer 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 Securities that are
located in the Republic of Italy can tender the Securities for
purchase in the Offer 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 Securities and/or the
Offer.
Hong Kong. The contents of this
communication and the Offer to Purchase have not been reviewed by
any regulatory authority in Hong Kong. Holders of Securities should
exercise caution in relation to the Offer. If a holder of the
Securities is in any doubt about any of the contents of this
communication and/or the Offer to Purchase, such holder should
obtain independent professional advice. The Offer has 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 Offer,
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 Offer and/or the Securities 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, the Offer to Purchase
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 Offer is not
intended to be made to the public in Hong Kong and it is not the
intention of the Company that the Offer be made to the public in
Hong Kong.
France. This communication, the
Offer to Purchase and any other offering material relating to the
Offer 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$3,445bn 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:
05 November 2026
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