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
9 September 2025
HSBC HOLDINGS PLC ANNOUNCES
RESULTS OF ITS TENDER OFFERS FOR FOUR SERIES OF
NOTES
HSBC Holdings plc (the 'Company', 'we' or 'us') today announces the results of its previously
announced 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 were made upon the terms and were 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 Offers expired at 5:00 p.m. (New York City time) on September
8, 2025 (the 'Expiration
Time'). 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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Principal Amount
Tendered(1)
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Principal Amount
Accepted(1)
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Aggregate
Consideration(2)
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7.625% Subordinated Notes due 2032
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404280AF6
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May 17, 2032
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$263,654,000
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$127,504,000
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$127,504,000
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$147,712,108.96
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7.350% Subordinated Notes due 2032
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404280AE9
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November 27, 2032
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$124,748,000
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$30,061,000
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$30,061,000
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$34,543,696.32
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6.500% Subordinated Notes due 2036
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404280AG4
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May 2, 2036
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$1,430,811,000
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$209,354,000
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$209,354,000
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$233,963,562.7
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6.800% Subordinated Notes due 2038
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404280AJ8
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June 1, 2038
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$961,295,000
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$142,834,000
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$142,834,000
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$163,794,889.5
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Total Consideration
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$580,014,257.48
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(1) These amounts include the principal amount of Notes for which
holders have complied with the Guaranteed Delivery Procedures (as
defined in the Offer Documents). Such amounts remain subject to the
Guaranteed Delivery Procedures. Notes tendered pursuant to the
Guaranteed Delivery Procedures are required to be tendered at or
prior to 5:00 p.m. (New York City time) on September 10, 2025,
unless extended or earlier terminated in respect of an Offer by the
Company in its sole discretion.
(2) These amounts do not include Accrued Interest (as defined
below).
The Company was advised by the Information Agent (as defined
below), that as of the Expiration Time, the aggregate principal
amount of each series of Notes specified in the table above was
validly tendered and not validly withdrawn. The table above
provides the aggregate principal amount of each series of Notes
that the Company has accepted in the Offers on the terms and
subject to the conditions set forth in the Offer Documents
(including satisfaction of the Guaranteed Delivery
Procedures).
Payment of the applicable Consideration (as defined in the Offer to
Purchase) for all Notes validly tendered and accepted by us
pursuant to the Offers will be made on September 11, 2025 (the
'Settlement
Date'). 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 the 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.
All Notes accepted in the Offers will be cancelled and retired, and
will no longer remain outstanding obligations of the
Company.
The Company 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.
.....
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.
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 were 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 could 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:
09 September 2025
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