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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 May
HSBC Holdings plc
42nd
Floor, 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
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
“Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
25 May 2022
NOTICE OF REDEMPTION
Dated 25 May 2022
£1,000,000,000 2.175% Resettable Senior Unsecured Notes due
2023
(CUSIP No. 404280 BU2; ISIN: XS1823595647)* (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 the Optional
Redemption (as defined below) shall not be affected by any defect
in or omission of such numbers.
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 an eighth supplemental indenture dated as of 27 June
2018 (the ‘Eighth 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 Section 11.04 of the Base Indenture and Sections 2.01,
and 4.02 of the Eighth Supplemental Indenture, the Issuer hereby
provides notice of the following information relating to the
Optional Redemption:
● The
redemption date for the Securities shall be 27 June 2022
(the ‘Redemption Date‘).
● The
redemption price for the Securities shall be £1,000 per
£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) 27 June 2021 to (but excluding) the Redemption Date
will also be payable to the holders of record of the Securities as
of the close of business on 24 June 2022, the Regular Record Date
(the ‘27
June Interest Payment‘).
● Subject
to any conditions and/or the limited circumstances contained in the
Eighth Supplemental Indenture, on the Redemption Date the
Redemption Price and the 27 June Interest Payment 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
452 Fifth Avenue, New York, NY 10018.
Questions relating to this Notice of Redemption should be addressed
to HSBC Bank USA via e-mail at (email protected), at
its registered office or via telephone at +1 201 217
8417.
IMPORTANT TAX INFORMATION
EXISTING 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 A PENALTY OF $50.00 FOR FAILURE TO
PROVIDE SUCH NUMBER.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825 (email protected)
Media enquiries to:
Ankit
Patel
+44 (0) 20 7991
9813 (email protected)
Notes to editors:
1. HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The HSBC Group serves customers worldwide
from offices in 64 countries and territories in its geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$3,021bn at 31 March
2022, HSBC is one of the world’s largest banking and financial
services organisations.
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement comprises: Mark Tucker*, Noel Quinn, Geraldine
Buckingham†, Rachel
Duan†,
Carolyn Julie Fairbairn†, James
Anthony Forese†,
Steven Guggenheimer† ,
José Antonio Meade Kuribreña†,
Eileen K Murray†,
David Nish†,
Ewen Stevenson and Jackson Tai†.
* Non-executive Group Chairman
† Independent
non-executive Director
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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