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 August
HSBC Holdings plc
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
13 August 2026
HSBC HOLDINGS PLC ANNOUNCES
RESULTS OF ITS TENDER OFFERS FOR FOUR SERIES OF
NOTES
HSBC Holdings plc (the 'Company', 'we' or 'us') today announces the results of its previously
announced four separate offers to purchase for cash the outstanding
series of notes listed in the table below, which were made upon the
terms of, and were subject to the conditions set out in, the offer
to purchase dated August 5, 2026, relating to the Notes (the
'Offer to
Purchase'), which is available
at the following link: https://www.gbsc-usa.com/hsbc/.
We refer to the outstanding notes listed in the table below
collectively as the 'Notes' and separately as a 'series' of Notes. We refer to each offer to purchase a
series of Notes as an 'Offer', and collectively as the 'Offers'. Capitalized terms used herein but not otherwise
defined herein shall have the meaning provided in the Offer to
Purchase.
As previously announced, the Company increased (a) the maximum
tender amount applicable to the Offers from an aggregate purchase
price (excluding Accrued Interest) of up to $5,000,000,000 to an
aggregate purchase price (excluding Accrued Interest) of up to
$6,750,000,000 (as amended, the 'Maximum Tender
Amount') and (b) the
maximum aggregate principal amount of May 2028 Notes to be
purchased by the Company, from an aggregate principal amount of
$750,000,000 to an aggregate principal amount of $1,000,000,000 (as
amended, the 'May 2028 Notes
Sub-Cap').
The Offers expired at 5:00 p.m. (New York City time) on August 12,
2026 (the 'Expiration
Time'). References to '$'
are to U.S. dollars.
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Acceptance Priority Level
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Title of Notes
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CUSIP
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Maturity
Date
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Par Redemption Date
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Principal Amount Outstanding
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Sub-Cap
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Principal Amount Tendered
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Principal Amount Accepted
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Proration Factor(1)
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Aggregate
Consideration(2)
|
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1
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2.013% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'September 2028
Notes')
|
404280CL1
|
September 22, 2028
|
September 22, 2027
|
$2,000,000,000
|
N/A
|
$1,518,795,000
|
$1,518,795,000
|
N/A
|
$1,481,781,965.85
|
|
2
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7.390% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'November 2028
Notes')
|
404280DR7
|
November 3, 2028
|
November 3, 2027
|
$2,250,000,000
|
N/A
|
$973,368,000
|
$973,368,000
|
N/A
|
$1,004,593,645.44
|
|
3
|
5.597% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'May
2028 Notes')
|
404280EF2
|
May 17, 2028
|
May 17, 2027
|
$1,850,000,000
|
$1,000,000,000
|
$1,462,640,000
|
$1,000,000,000
|
66.967081%
|
$1,009,750,000.00
|
|
4
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4.041% Fixed Rate/Floating Rate Senior Unsecured Notes due 2028
(the 'March
2028 Notes')
|
404280BK4
|
March 13, 2028
|
March 13, 2027
|
$2,500,000,000
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$1,750,000,000
|
$1,402,621,000
|
$1,402,621,000
|
N/A
|
$1,401,653,191.51
|
|
|
|
|
|
|
|
|
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Total Consideration
|
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$4,897,778,802.80
|
(1) After applying the relevant proration factor, all Notes of the
applicable series tendered by holders that were entitled to a
credit or return of a portion of tendered Notes that was less than
the minimum denomination of $200,000 as a result of proration, were
accepted without proration.
(2) These amounts do not include Accrued Interest (as defined
below).
The Company was advised by the Information Agent (as defined
below), that as of the Expiration Time, the aggregate principal
amount of each series of Notes specified in the table above was
validly tendered and not validly withdrawn. The table above
provides the aggregate principal amount of each series of Notes
that the Company has accepted in the Offers on the terms and
subject to the conditions set forth in the Offer to Purchase. The
amount of each series of Notes to be purchased in the Offers was
determined in accordance with the Acceptance Priority Levels set
forth in the table above, with 1 being the highest and 4 being the
lowest Acceptance Priority Level, subject to the Maximum Tender
Amount, the May 2028 Notes Sub-Cap (in the case of the May 2028
Notes) and the March 2028 Notes Sub-Cap (in the case of the March
2028 Notes).
The Total Consideration for Notes validly tendered and not validly
withdrawn at or prior to the Expiration Time did not exceed the
Maximum Tender Amount. Accordingly, all validly tendered Notes
(other than with respect to the May 2028 Notes, as described below)
have been accepted for purchase, without proration.
However, because the aggregate principal amount of May 2028 Notes
validly tendered and not validly withdrawn at or prior to the
Expiration Time exceeded the May 2028 Notes Sub-Cap, the Company
has accepted the May 2028 Notes for purchase on a prorated basis as
described in the Offer to Purchase and using the proration factor
specified in the table above.
The Company's obligation to complete an Offer with respect to a
particular series of Notes was subject to the terms and conditions
described in the Offer to Purchase, including the Maximum Tender
Amount, the May 2028 Notes Sub-Cap (in the case of the May 2028
Notes) and the March 2028 Notes Sub-Cap (in the case of the March
2028 Notes).
As previously announced, on August 5, 2026, the Company priced the
offering of $2,500,000,000 5.243% Fixed Rate/Floating Rate Senior
Unsecured Notes due 2032, $3,250,000,000 5.729% Fixed Rate/Floating
Rate Senior Unsecured Notes due 2037 and $1,000,000,000 Floating
Rate Senior Unsecured Notes due 2032, thereby satisfying the New
Issue Condition with respect to the Offers.
Consequently, payment of the applicable Consideration for all Notes
validly tendered and accepted by us pursuant to the Offers will be
made on August 17, 2026 (the 'Settlement
Date'). In addition to the
Consideration, holders whose Notes of a given series are accepted
for purchase will also be paid a cash amount equal to the accrued
and unpaid interest on such Notes from, and including, the last
interest payment date for such Notes to, but not including, the
Settlement Date, rounded to the nearest cent (such amount in
respect of a series of Notes, 'Accrued
Interest'). Accrued Interest
will be payable on the Settlement Date. For the avoidance of doubt,
interest will cease to accrue on the Settlement Date for all Notes
accepted in the Offers. Under no circumstances will any interest be
payable to holders because of any delay on the part of Global
Bondholder Services Corporation, as depositary, The Depository
Trust Company ('DTC') or any other party in the transmission of funds
to holders.
All Notes accepted in the Offers will be cancelled and retired, and
will no longer remain outstanding obligations of the
Company.
The Company retained HSBC Bank plc as Dealer Manager for the Offers
(the 'Dealer
Manager'). Questions and
requests for assistance related to the Offers may be directed to
the Dealer Manager at UK: +44 (0)20 7992 6237, US: +1 (212)
525-5552 (Collect) or +1 (888) HSBC-4LM (Toll Free), or by email at
liability.management@hsbcib.com.
Global Bondholder Services Corporation is acting as the information
agent (the 'Information
Agent'). Questions or requests
for assistance related to the Offers or for additional copies of
the Offer to Purchase may be directed to the Information
Agent at +1 (855) 654-2014 (toll free) or +1 (212) 430-3774 (banks
and brokers). You may also contact your broker, dealer, custodian
bank, trust company or other nominee for assistance concerning the
Offers.
.....
This announcement is for informational purposes only and does not
constitute an offer to purchase or sell, or a solicitation of an
offer to purchase or sell, any security. No offer, solicitation, or
sale will be made in any circumstances in which such offer,
solicitation, or acceptance is unlawful.
United Kingdom. This
communication and any other documents or materials relating to the
Offers is not being made and such documents and/or materials have
not been approved by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
'FSMA'). Accordingly, this communication and such
documents and/or materials are not being distributed to the general
public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is
only directed at and may only be communicated to (1) those persons
who are existing members or creditors of the Company or other
persons within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, and (2) any other persons to
whom these documents and/or materials may lawfully be
communicated.
Belgium. The Offers are not
being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of the Belgian Code of Economic Law, as amended
(a 'Consumer') and this communication, the Offer to Purchase
and any other documents or materials relating to the Offers have
not been and may not be distributed, directly or indirectly, in
Belgium to Consumers.
Italy. None of the Offers,
this communication or any other document or materials relating to
the Offers have been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la
Borsa ('CONSOB') pursuant to Italian laws and regulations. The
Offers were carried out in the Republic of Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the
'Financial
Services Act') and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Holders or beneficial owners of the Notes that are
located in the Republic of Italy could tender the Notes for
purchase in the Offers through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 20307 of 15
February 2018, as amended from time to time, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by
CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its
clients in connection with the Notes and/or the
Offers.
Hong Kong. The contents of
this communication have not been reviewed by any regulatory
authority in Hong Kong. Holders of Notes should exercise caution in
relation to the Offers. If a holder of the Notes is in any doubt
about any of the contents of this communication, such holder should
obtain independent professional advice. The Offers have not been
made and will not be made in Hong Kong, by means of any document,
other than (i) to 'professional investors' as defined in the
Securities and Futures Ordinance (Cap. 571) of the laws of Hong
Kong (the 'SFO') and any rules made under that ordinance, or
(ii) in other circumstances which do not result in the document
being a 'prospectus' as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32) of the laws of Hong
Kong or which do not constitute an offer to the public within the
meaning of that ordinance.
Further, no person has issued or had in its possession for the
purposes of issue, or will issue or have in its possession for the
purposes of issue (in each case whether in Hong Kong or elsewhere),
any advertisement, invitation or document relating to the Offers,
which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if permitted
to do so under the securities laws of Hong Kong) other than with
respect to the Offers and/or the Notes which are or are intended to
be made only to persons outside Hong Kong or only to 'professional
investors' as defined in the SFO and any rules made thereunder.
This communication and the information contained herein may not be
used other than by the person to whom it is addressed and may not
be reproduced in any form or transferred to any person in Hong
Kong. The Offers are not intended to be made to the public in Hong
Kong and it is not the intention of the Company that the Offers be
made to the public in Hong Kong.
Canada. Any offer or
solicitation in Canada must be made through a dealer that is
appropriately registered under the laws of the applicable province
or territory of Canada, or pursuant to an exemption from that
requirement. Where the Dealer Manager or any affiliate thereof is a
registered dealer or able to rely on an exemption from the
requirement to be registered in such jurisdiction, the Offers shall
be deemed to be made by the Dealer Manager, or such affiliate, on
behalf of the Dealer Manager in that
jurisdiction.
France. This communication
and any other offering material relating to the Offers may not be
distributed in the Republic of France except to qualified investors
as defined in Article 2(e) of Regulation (EU)
2017/1129.
.....
Cautionary Statement Regarding Forward-Looking
Statements
In this communication the Company has made forward-looking
statements. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms
such as 'believes,' 'expects,' 'estimate,' 'may,' 'intends,'
'plan,' 'will,' 'should,' 'potential,' 'seek,' 'reasonably
possible' or 'anticipates' or the negative thereof or similar
expressions, or by discussions of strategy. We have based the
forward-looking statements on current expectations and projections
about future events. These forward-looking statements are subject
to risks, uncertainties and assumptions about us, as described
under 'Risk Factors' in the Offer to Purchase. We undertake no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed herein might not
occur. You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of their
dates.
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 56
countries and territories. With assets of US$3,438bn at 30 June
2026, HSBC is one of the world's largest banking and financial
services organisations.
ends/all
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:
Angela McEntee
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Title:
Group Company Secretary
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Date:
13 August 2026
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