a8412a
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 April
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
AMENDED AND RESTATED NOTICE OF REDEMPTION
Dated 16 April 2026
US$2,000,000,000 1.589% Fixed Rate/Floating Rate Senior Unsecured
Notes due 2027
(CUSIP No. 404280CM9; ISIN: US404280CM98)* (the
'Securities')
* No representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in this Amended
and Restated Notice of Redemption, and reliance may be placed only
on the other identification numbers printed on the Securities, and
the Par Redemption (as defined below) shall not be affected by any
defect in or omission of such numbers.
The Issuer hereby amends the notice of
redemption dated 16 April 2026 (the 'Original
Notice'). The Original Notice
provided that the Issuer will pay interest and principal on the
Securities on Monday, 25 May 2026; however, such date is not a
Business Day. Accordingly, in accordance with the terms of the
Indenture, payment of the interest and principal on the Securities
will instead be made on the next succeeding Business Day, being
Tuesday, 26 May 2026. This Amended and Restated Notice of
Redemption reflects such amendment. All other terms of the Original
Notice remain unchanged.
To: The Holders of the
Securities
The New York Stock Exchange
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 26 August 2009 (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 nineteenth supplemental indenture dated as of 24
November 2020 (the 'Nineteenth 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
'Par
Redemption').
Pursuant to Section 11.04 of the Base Indenture and Sections 2.01,
2.02, 3.01, 3.02, 4.01 and 4.02 of the Nineteenth Supplemental
Indenture, the Issuer hereby provides notice of the following
information relating to the Par Redemption:
●
The
redemption date for the Securities shall be 24 May 2026
(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
from (and including) 24 November 2025 to (but excluding) the
Redemption Date will be payable to the holders of record of the
Securities as of 9 May 2026, the Regular Record Date (the
'Interest
Payment').
●
Subject
to any conditions and/or the limited circumstances contained in the
Nineteenth Supplemental Indenture, on the Redemption Date the
Redemption Price and the Interest Payment shall become due and
payable upon each such Security to be redeemed and interest thereon
shall cease to accrue on and 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, Tuesday, 26 May
2026. In accordance with the terms of the Indenture, interest on
the payment of the Redemption Price and the 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.
Questions relating to this Amended and Restated 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 US 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.
ends/more
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$3,233bn at
31 December 2025, 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:
17 April 2026
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