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
8 September 2025
HSBC HOLDINGS PLC ANNOUNCES PRICING
TERMS
OF ITS TENDER OFFERS FOR FOUR SERIES OF NOTES
On September 2, 2025, HSBC Holdings plc (the 'Company', 'we' or 'us') launched four separate offers to purchase for
cash any and all of the outstanding series of notes listed in the
table below. 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 are subject to the
conditions set forth in the Offer to Purchase dated September 2,
2025 relating to the Notes (the 'Offer to
Purchase') and
the related notice of guaranteed delivery (together with the Offer
to Purchase, the 'Offer
Documents').
The Offer Documents are available at the following
link: https://www.gbsc-usa.com/hsbc/.
The Company today announces that on the terms and subject to the
conditions in the Offer to Purchase, set forth in the table below
is the 'Consideration'
for each series of Notes, as calculated at 11:00 a.m. (New York
City time) on the date hereof (the 'Price Determination
Date') in accordance with the
Offer to Purchase. References to '$' are to U.S.
dollars.
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Title of Notes
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CUSIP
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Maturity
Date
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Principal Amount Outstanding
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Reference Security
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Reference Yield
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Fixed Spread
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Consideration(1)
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7.625% Subordinated Notes due 2032 (the 'May 2032
Notes')
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404280AF6
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May 17, 2032
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$263,654,000
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UST 2.875% due May 15, 2032 (CUSIP 91282CEP2)
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3.771%
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+105 basis points ('bps')
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$1,158.49
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7.350% Subordinated Notes due 2032 (the 'November 2032
Notes')
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404280AE9
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November 27, 2032
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$124,748,000
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+110 bps
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$1,149.12
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6.500% Subordinated Notes due 2036 (the '2036 Notes')
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404280AG4
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May 2, 2036
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$1,430,811,000
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UST 4.250% due August 15, 2035 (CUSIP 91282CNT4)
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4.057%
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+100
bps
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$1,117.55
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6.800% Subordinated Notes due 2038 (the '2038 Notes')
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404280AJ8
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June 1, 2038
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$961,295,000
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+115
bps
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$1,146.75
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(1) Per $1,000 principal amount.
Each Offer will expire at 5:00 p.m. (New York City time) today,
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) today (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 September 11, 2025, 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.
Upon the terms and subject to the conditions set forth in the Offer
Documents, holders who (i) validly tender Notes at or prior to the
Expiration Time or (ii) validly tender Notes at or prior to 5:00
p.m. (New York City time) on September 10, 2025 (such date and time
with respect to an Offer, as the same may be extended, the
'Guaranteed
Delivery Date') pursuant to the
Guaranteed Delivery Procedures (as defined in the Offer to
Purchase), and whose Notes (i) have not been validly withdrawn at
or prior to the Withdrawal Date and (ii) are accepted for purchase
by us, will receive the Consideration specified in the table above
for each $1,000 principal amount of such Notes, which will be
payable in cash on the Settlement Date as described
below.
The Consideration applicable to each series of Notes validly
tendered and accepted by us pursuant to the Offers has been
determined in accordance with the formula set forth in the Offer to
Purchase and with standard market practice, using the applicable
'Offer
Yield', which is equal to the
sum of:
a) the 'Reference
Yield' specified in the table
above that corresponds to the bid-side yield of the Reference
Security specified in the table above for such series of Notes on
the Bloomberg Reference Page PX6 or PX7, 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 is equal
to:
(i)
the present value on the Settlement Date of $1,000 principal amount
of such Notes due on the maturity 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 maturity
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 has been
made in accordance with standard market practice as described by
the formula set forth in the Offer to Purchase.
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.
The Offers are subject to the terms and conditions described in the
Offer Documents.
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 its sole discretion, subject to applicable law. If
any of the conditions are not satisfied at the Expiration Time with
respect to an Offer, the Company may, in its 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.
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
[email protected].
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
Documents 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 jurisdiction in which such an offer,
solicitation, or sale would be 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 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) to any other persons to whom these documents and/or
materials may lawfully be communicated.
Belgium. Neither this
communication nor any other documents or materials relating to the
Offers have been or will be notified to, and neither this
communication nor any other documents or materials relating to the
Offers have been or will be approved by, the Belgian Financial
Services and Markets Authority (Autorité des services et
marchés financiers / Autoriteit financiële diensten en
markten). The Offers may therefore not be made in Belgium by way of
a public takeover bid (openbaar overnamebod/offre publique
d'acquisition) as defined in Article 3 of the Belgian law of 1
April 2007 on public takeover bids, as amended (the
'Belgian
Takeover Law'), save in those
circumstances where a private placement exemption is
available.
The Offers are conducted exclusively under applicable private
placement exemptions. The Offers may therefore not be advertised
and the Offers will not be extended, and neither this communication
nor any other documents or materials relating to the Offers have
been or will be distributed or made available, directly or
indirectly, to any person in Belgium other than (i) to "qualified
investors" within the meaning of Article 2(e) of Regulation (EU)
2017/1129 and (ii) in any circumstances set out in Article 6,
§4 of the Belgian Takeover Law. This communication has been
issued only for the personal use of the above qualified investors
and exclusively for the purpose of the Offers. Accordingly, the
information contained in this communication may not be used for any
other purpose or disclosed to any other person in
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 [email protected]
Media enquiries to:
Press
Office
+44 (0) 20 7991
8096 [email protected]
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.
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:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
08 September 2025
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