Filed Pursuant to Rule 424(b)(5)
Registration No. 333-223191
PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2018)
HSBC Holdings plc
$1,500,000,000 4.600% Perpetual Subordinated Contingent Convertible Securities
(Callable During Any Optional Redemption Period)
We are offering $1,500,000,000 principal amount of 4.600% Perpetual Subordinated Contingent Convertible Securities (Callable During Any
Optional Redemption Period) (the Securities). The Securities will be issued pursuant to the indenture dated August 1, 2014 (as amended or supplemented from time to time), as supplemented and amended by a ninth supplemental
indenture, which is expected to be entered into on December 17, 2020 (together, the Indenture).
From (and including) December
17, 2020 (the Issue Date) to (but excluding) June 17, 2031 (such date and each fifth anniversary date thereafter, a Reset Date), the interest rate on the Securities will be 4.600% per annum. From and including each Reset Date
to (but excluding) the next following Reset Date, the applicable per annum interest rate will be equal to the sum of the applicable Reference Rate on the relevant Reset Determination Date and 3.649%. Subject to cancellation as described further
below, we will pay interest on the Securities, if any, in arrear on June 17 and December 17 of each year, beginning on June 17, 2021.
The interest rate following any Reset Date may be less than the interest rate that applies immediately prior to such Reset Date, including
the initial interest rate of 4.600%. Moreover, interest will be due and payable on an interest payment date only to the extent it is not cancelled or deemed to have been cancelled in accordance with the terms of the Securities. We will have sole and
absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date. The terms of the Securities also provide for circumstances under which we will be
restricted from making an interest payment (in whole or in part) on an interest payment date, and the interest payable in respect of any such interest payment date will be deemed to have been cancelled (in whole or in part).
The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any payments with respect
to the Securities as we are not required to pay the principal amount of the Securities at any time prior to a Winding-up Event and we will have the sole and absolute discretion at all times and for any reason
to cancel in whole any interest payment.
We may redeem the Securities in our sole discretion in whole (but not in part) at 100% of
their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (excluding any cancelled or deemed to have been cancelled interest) during any Optional Redemption Period or upon the occurrence of certain tax and
regulatory events as described in this prospectus supplement under Description of the SecuritiesRedemptionSpecial Event Redemption. Any redemption of the Securities is subject to the restrictions described in this
prospectus supplement under Description of the SecuritiesRedemptionRedemption Conditions.
If a Capital
Adequacy Trigger Event occurs, then an Automatic Conversion will occur without delay (but no later than one month following the date on which it is determined such Capital Adequacy Trigger Event has occurred), at which point all of our obligations
under the Securities will be released irrevocably and automatically in consideration of our issuance of Conversion Shares to the Conversion Shares Depository on behalf of the securityholders (or to the relevant recipient in accordance with the terms
of the Securities) on the Conversion Date, and under no circumstances will such released obligations be reinstated. On the Settlement Date, we expect the Conversion Shares Depository to deliver to the securityholders either (i) Conversion
Shares (based on the Conversion Price) or (ii) if we elect, in our sole and absolute discretion, that a Conversion Shares Offer be made, the Conversion Shares Offer Consideration (consisting of the pro rata share of cash proceeds from
the sale of any Conversion Shares pursuant to the Conversion Shares Offer (based on the Conversion Shares Offer Price) and the pro rata share of any Conversion Shares not sold pursuant to the Conversion Shares Offer (based on the Conversion
Price)). The realizable value of any Conversion Shares received by a securityholder following an Automatic Conversion may be significantly less than the initial Conversion Price of $3.5878 and/or the U.S. dollar equivalent of the initial Conversion
Shares Offer Price of £2.70 per Conversion Share, and the securityholders could lose all or part of their investment in the Securities as a result of the Automatic Conversion.
By its acquisition of the Securities, among other things, each securityholder (which, for these purposes, includes each beneficial owner) will
(i) acknowledge and agree that interest is payable solely at our discretion and no amount of interest will become due and payable in respect of the relevant interest period to the extent that it has been (x) cancelled (in whole or in part)
by us at our sole discretion and/ or (y) deemed to have been cancelled (in whole or in part), (ii) consent to all of the terms and conditions of the Securities, including (x) the occurrence of a Capital Adequacy Trigger Event and any
related Automatic Conversion following a Capital Adequacy Trigger Event and (y) the appointment of the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities), the issuance of the Conversion
Shares to the Conversion Shares Depository on behalf of the securityholders (or to the relevant recipient in accordance with the terms of the Securities) and the potential sale of the Conversion Shares pursuant to a Conversion Shares Offer and
(iii) acknowledge and agree that effective upon, and following, a Capital Adequacy Trigger Event, other than any amounts payable in the case of our winding-up or the appointment of an administrator for
our administration as described in this prospectus supplement, no securityholder will have any rights against us with respect to repayment of the principal amount of the Securities or payment of interest or any other amount on or in respect of such
Securities, in each case that is not due and payable, which liabilities will be automatically released.
By its acquisition of the
Securities, each securityholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Securities, the Indenture or any other agreements, arrangements or
understandings between us and any securityholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK resolution authority (as defined herein); and
(b) the variation of the terms of the Securities or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or payment of
Amounts Due will become due and payable or be paid after the exercise of any UK bail-in power by the relevant UK resolution authority if and to the extent such amounts have been reduced, converted, cancelled,
amended or altered as a result of such exercise. For these purposes, Amounts Due are the principal amount of, and any accrued and unpaid interest, including any Additional Amounts, on, the Securities. References to such amounts will
include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority. See Description of the
SecuritiesAgreement with Respect to the Exercise of UK Bail-in Power. Moreover, each securityholder (which, for these purposes, includes each beneficial owner) will
consent to the exercise of the UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Securities.
For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in
connection with the exercise of any UK bail-in power by the relevant UK resolution authority is separate and distinct from an Automatic Conversion following a Capital Adequacy Trigger Event.
By its acquisition of the Securities, each securityholder (which, for these purposes, includes each beneficial owner), to the extent
permitted by the Trust Indenture Act of 1939 (the Trust Indenture Act), as amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for, agree not to initiate a suit
against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK
bail-in power by the relevant UK resolution authority with respect to the Securities.
Application will be made to The Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the approval of this
document as listing particulars. Application will be made to Euronext Dublin for the Securities to be admitted to the Official List and to trading on the Global Exchange Market of Euronext Dublin (the GEM). The GEM is not a regulated
market for the purposes of Directive 2014/65/EU (as amended, MiFID II). Admission to the Official List and trading on the GEM is expected to begin within 30 days of the initial delivery of the Securities.
The Securities are not deposit liabilities of HSBC Holdings and are not covered by the United Kingdom Financial Services Compensation Scheme
or insured by the U.S. Federal Deposit
Insurance Corporation or any other governmental agency of the United Kingdom, the United
States or any other jurisdiction.
Investing in the Securities involves certain risks. See Risk
Factors beginning on Page S-22.
The Securities are not intended to be sold
and should not be sold to retail investors in the European Economic Area (EEA) or in the United Kingdom (UK), as provided in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society
Shares) Instrument 2015, as amended or replaced from time to time.
IMPORTANTPRIIPs REGULATION / PROHIBITION OF SALES TO EEA
AND UK RETAIL INVESTORS. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA or in the UK. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the IDD), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or
selling the Securities or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or in the
UK may be unlawful under the PRIIPs Regulation.
Prospective investors are referred to the section headed PRIIPs
RegulationProhibition of sales to EEA and UK retail investors on page S-3 of this prospectus supplement.
Unless otherwise defined, terms that are defined in Description of the Securities beginning on page S-57 have the same meaning when used on this cover page.
Neither the
Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a
criminal offense.
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Per Security
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Total
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Public Offering Price(1)
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100.000
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%
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$
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1,500,000,000
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Underwriting Discount
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1.000
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%
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$
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15,000,000
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Proceeds to us (before expenses)
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99.000
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%
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$
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1,485,000,000
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(1)
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Plus accrued interest, if any, from December 17, 2020.
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We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Securities. In addition, HSI or another of our
affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of the Securities after their initial sale. In connection with any use of this prospectus
supplement and the accompanying prospectus by HSI or another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are being
used in a market-making transaction.
The underwriters expect to deliver the Securities to
purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV on or about December
17, 2020.
Sole Structuring Adviser and Book-Running Manager
HSBC
The date of this
prospectus supplement is December 10, 2020.