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 March
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
28 March 2025
HSBC HOLDINGS PLC
PUBLICATION OF BASE PROSPECTUS
The following base prospectus and registration document have been
approved by the Financial Conduct Authority and are available for
viewing:
Base Prospectus dated 28 March 2025 for the HSBC Holdings plc Debt
Issuance Programme
Registration Document dated 28 March 2025 in respect of HSBC
Holdings plc
To view the full documents, please paste the following URL into the
address bar of your browser:
http://www.hsbc.com/investors/fixed-income-investors/issuance-programmes
A copy of each of the above documents has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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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
58 countries and territories. With assets of US$3,017bn at
31 December 2024, HSBC is one of the world's largest
banking and financial services organisations.
DISCLAIMER - INTENDED ADDRESSEES
IMPORTANT: You must read the
following before continuing: The following applies to the base
prospectus and registration document available by clicking on the
link above (together, the 'Base
Prospectus', which expression
includes the documents incorporated by reference therein), and you
are therefore advised to read this carefully before reading,
accessing or making any other use of the Base Prospectus. In
accessing the Base Prospectus, you agree to be bound by the
following terms and conditions, including any modifications to
them, any time you receive any information from us as a result of
such access.
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THE BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN
AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER. THE BASE PROSPECTUS MAY ONLY BE DISTRIBUTED OUTSIDE THE
UNITED STATES TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN,
AND IN RELIANCE ON, REGULATION S UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE 'SECURITIES
ACT') OR WITHIN THE UNITED
STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT ('RULE 144A'). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION
OF THE BASE PROSPECTUS IN WHOLE OR IN PART IS PROHIBITED. FAILURE
TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE
SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO. ANY NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE
PROSPECTUS RELATING TO THE HSBC HOLDINGS PLC DEBT ISSUANCE
PROGRAMME HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. ANY NOTES ISSUED OR TO BE ISSUED
PURSUANT TO THE BASE PROSPECTUS MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT TO PERSONS REASONABLY BELIEVED TO BE
QUALIFIED INSTITUTIONAL BUYERS (EACH A 'QIB') WITHIN THE MEANING OF RULE 144A OR (2) IN AN
OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT.
Please note that the information contained in the Base Prospectus
may be addressed to and/or targeted at persons who are residents of
particular countries (specified in the Base Prospectus) only and is
not intended for use and should not be relied upon by any person
outside these countries and/or to whom the offer contained in the
Base Prospectus is not addressed. Prior to relying on the
information contained in the Base Prospectus you must ascertain
from the Base Prospectus whether or not you are part of the
intended addressees of the information contained
therein.
Confirmation of your Representation: In order to be eligible to view the Base
Prospectus or make an investment decision with respect to any Notes
issued or to be issued pursuant to the Base Prospectus, you must be
(i) a person other than a U.S. person (as defined in Regulation S
under the Securities Act); or (ii) a QIB that is acquiring the
securities for its own account or for the account of another QIB.
By accessing the Base Prospectus, you shall be deemed to have
represented that you and any customers you represent are not a U.S.
person or that you are a QIB, and that you consent to
delivery of the Base Prospectus and any supplements thereto via
electronic publication.
You are reminded that the Base Prospectus has been made available
to you on the basis that you are a person into whose possession the
Base Prospectus may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located and you may not,
nor are you authorised to, deliver the Base Prospectus to any other
person.
The Base Prospectus does not constitute, and may not be used in
connection with, an offer or solicitation in any place where offers
or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer
and the underwriters or any affiliate of the underwriters is a
licensed broker or dealer in that jurisdiction, the offering shall
be deemed to be made by the underwriters or such affiliate on
behalf of HSBC Holdings plc in such jurisdiction. Under no
circumstances shall the Base Prospectus constitute an offer to
sell, or the solicitation of an offer to buy, nor shall there be
any sale of any Notes issued or to be issued pursuant to the Base
Prospectus, in any jurisdiction in which such offer, solicitation
or sale would be unlawful.
The Base Prospectus has been made available to you in an electronic
form. You are reminded that documents transmitted via this medium
may be altered or changed during the process of electronic
transmission and consequently none of HSBC Holdings plc, its
advisers, any person who controls HSBC Holdings plc or any
director, officer, employee or agent of HSBC Holdings plc or
affiliate of any such person accepts any liability or
responsibility whatsoever in respect of any difference between the
Base Prospectus made available to you in electronic format and the
original version.
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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:
28 March 2025
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