Filed Pursuant to Rule 424(b)(5)
Registration No. 333-253632
PROSPECTUS SUPPLEMENT
(To prospectus dated
February 26, 2021)
HSBC Holdings plc
$2,000,000,000 8.000% Perpetual Subordinated Contingent Convertible Securities
(Callable During Any Optional Redemption Period)
We are offering $2,000,000,000 principal amount of 8.000% 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 and supplemented from time to time), as amended and supplemented by a thirteenth supplemental
indenture, which is expected to be entered into on March 7, 2023 (together, the Indenture).
From (and including) March
7, 2023 (the Issue Date) to (but excluding) September 7, 2028 (such date and each fifth anniversary date thereafter, a Reset Date), the interest rate on the Securities will be 8.000% 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 3.858%. Subject to cancellation as described
further below, we will pay interest on the Securities, if any, in arrear on March 7 and September 7 of each year, beginning on September 7, 2023.
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 8.000%. 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 (as defined below). Moreover, we
may redeem the Securities upon the occurrence of certain tax and regulatory events as described in this prospectus supplement under Description of the Securities RedemptionSpecial 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 $3.2554 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. Applications 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) or Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom (UK) by virtue of the European Union (Withdrawal) Act 2018, as
amended (the EUWA) (UK MiFIR). 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 UK, the United States or any other jurisdiction. Investing in the Securities involves certain risks. See Risk
Factors beginning on Page S-25.
Pursuant to the UK Financial Conduct
Authority Conduct of Business Sourcebook (COBS) the Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients (as defined in COBS 3.4) in the
UK.
IMPORTANTPRIIPs REGULATION / PROHIBITION OF SALES TO EEA 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 European Economic Area (EEA). 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 has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANTUK PRIIPs REGULATION / PROHIBITION OF SALES TO 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 UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the
FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or
selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the
UK PRIIPs Regulation.
Prospective investors are referred to the sections headed PRIIPs RegulationProhibition of sales
to EEA retail investors and UK PRIIPs RegulationProhibition of sales to UK retail investors on pages S-2 and S-3 of this prospectus supplement.
Unless otherwise defined, terms that are defined in Description of the Securities beginning
on page S-53 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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|
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|
|
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|
|
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Per Security |
|
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Total |
|
Public Offering Price(1) |
|
|
100.000 |
% |
|
$ |
2,000,000,000 |
|
Underwriting Discount |
|
|
1.000 |
% |
|
$ |
20,000,000 |
|
Proceeds to us (before expenses) |
|
|
99.000 |
% |
|
$ |
1,980,000,000 |
|
(1) |
Plus accrued interest, if any, from March 7, 2023. |
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Securities. In addition, HSBC Securities
(USA) Inc. (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 March 7, 2023.
Sole Structuring Adviser and Book-Running
Manager
HSBC
The date of this prospectus supplement is February 28, 2023.