NOTICE OF
REDEMPTION
Dated 7
February 2025
US$2,450,000,000 6.375%
Perpetual Subordinated Contingent Convertible Securities (Callable
March 2025 and Every Five Years Thereafter)
(CUSIP No. 404280AT6; ISIN:
US404280AT69)* (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 third supplemental indenture dated as of 30 March 2015
(the 'Third 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 Third Supplemental
Indenture, the Issuer hereby provides notice of the following
information relating to the Optional Redemption:
·
The redemption date for the Securities shall be 30
March 2025 (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) 30
September 2024 to (but excluding) the Redemption Date will also be
payable to the holders of record of the Securities as of 15 March
2025, the Regular Record Date (the '30
March Interest Payment').
·
Subject to any conditions and/or the limited
circumstances contained in the Third 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.
·
Pursuant to the terms of the Indenture, as the
Redemption Date is not a Business Day, the Issuer will pay interest
and principal on the Securities on the next succeeding Business
Day, Monday, 31 March 2025. In accordance with the terms of the
Indenture, interest on the payment of the Redemption Price and the
30 March Interest Payment shall not accrue during the period from
and after the scheduled Redemption 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 HSBC, is headquartered in London. HSBC serves customers
worldwide from offices in 60 countries and territories. With assets
of US$3,099bn at 30 September 2024, HSBC is one of the world's
largest banking and financial services organisations.
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