NOTICE OF
REDEMPTION
Dated 23
July 2024
US$2,250,000,000 6.375%
Perpetual Subordinated Contingent Convertible Securities (Callable
September 2024 and Every Five Years Thereafter)
(CUSIP No. 404280 AS8; ISIN:
US404280AS86)* (the 'Securities')
* No representation is made as to the
correctness of such numbers either as printed on the Securities or
as contained in this Notice of Redemption, and reliance may be
placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers.
To: The Holders of the
Securities
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE
RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF
THE SECURITIES IN A TIMELY MANNER.
The Securities have been issued
pursuant to an indenture dated as of 1 August 2014 (as amended or
supplemented from time to time, the 'Base Indenture'), between
HSBC Holdings plc, as issuer (the 'Issuer'), The Bank of New York Mellon,
London Branch, as trustee (the 'Trustee'), and HSBC Bank USA, National
Association, as paying agent and registrar ('HSBC Bank USA'), as supplemented and
amended by a second supplemental indenture dated as of 17 September
2014 (the 'Second Supplemental
Indenture' and, together with the Base Indenture, the
'Indenture') among the
Issuer, the Trustee and HSBC Bank USA as paying agent, registrar
and calculation agent. Capitalised terms
used and not defined herein have the meanings ascribed to them in
the Indenture.
The Issuer
has elected to redeem the
Securities in whole in accordance with the terms of the
Indenture and the Securities (the 'Optional
Redemption').
Pursuant to Sections 11.02 and 11.04
of the Base Indenture and Section 2.11(a) of the Second
Supplemental Indenture, the Issuer hereby provides notice of the
following information relating to the Optional
Redemption:
· The
redemption date for the Securities shall be 17 September 2024
(the 'Redemption Date').
· The
redemption price for the Securities shall be US$1,000 per US$1,000
principal amount of the Securities (the 'Redemption Price'). Additionally, in
accordance with the terms of the Indenture, as the Redemption Date
is an Interest Payment Date, all accrued but unpaid interest
(excluding any interest cancelled or deemed to have been cancelled
as described in Sections 2.03 and 2.04 of the Second Supplemental
Indenture) from (and including) 17 March 2024 to (but excluding)
the Redemption Date will also be payable to the holders of record
of the Securities as of 2 September 2024, the Regular Record
Date.
·
Subject to any conditions and/or the limited
circumstances contained in the Second Supplemental Indenture, on
the Redemption Date, the Redemption Price shall become due and
payable upon each such Security to be redeemed and interest thereon
shall cease to accrue on or after such date.
· Securities should be surrendered at the registered office of
HSBC Bank USA at 66 Hudson Boulevard East, 545W9, New York, NY
10001, Attention: Issuer Services.
The Issuer has requested that the
Securities be delisted from the Global Exchange Market of Euronext
Dublin on the Redemption Date.
Questions relating to this Notice of
Redemption should be addressed to HSBC Bank USA via e-mail at
CTLANYDealManagement@us.hsbc.com, at its registered office or via
telephone at +1 201 217 8417.
IMPORTANT TAX INFORMATION
EXISTING U.S. FEDERAL INCOME TAX LAW
MAY REQUIRE BACKUP WITHHOLDING OF 24% OF ANY PAYMENTS TO HOLDERS
PRESENTING THEIR SECURITIES FOR PAYMENTS WHO HAVE FAILED TO FURNISH
A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER
PENALTY OF PERJURY ON A COMPLETE AND VALID INTERNAL REVENUE SERVICE
('IRS') FORM W-9 OR APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR
WITHHOLDING AGENT. HOLDERS MAY ALSO BE SUBJECT TO PENALTIES FOR
FAILURE TO PROVIDE SUCH NUMBER.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825
investorrelations@hsbc.com
Media enquiries
to:
Press
Office
+44 (0) 20 7991 8096
pressoffice@hsbc.com
Note to editors:
HSBC Holdings
plc
HSBC Holdings plc, the parent
company of the HSBC Group, is headquartered in London. HSBC serves
customers worldwide from offices in 62 countries and territories.
With assets of US$3,001bn at 31 March 2024, HSBC is one of the
world's largest banking and financial services
organisations.
ends/all