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
2018
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-
).
HSBC HOLDINGS PLC
(the
"Issuer")
NOTICE OF REDEMPTION
to the
holders of:
US$2,200,000,000 8.125% Perpetual Subordinated Capital Securities
Exchangeable at the Issuer's Option into Non-Cumulative Dollar
Preference Shares
(NYSE:HSEA)
(CUSIP No. 404280703; ISIN: US4042807036) presently
outstanding
(the
"Holders" and the
"Capital Securities", respectively)
The
Issuer hereby gives irrevocable notice to the holders of the
Capital Securities, pursuant to Article XI, Section 11.04 of the
Base Indenture dated 8 April 2008 (the "Indenture") and the Optional Redemption
paragraph of the Global Capital Security, that it will exercise its
option to redeem all of the outstanding Capital Securities on 4
June 2018 (the "Redemption
Date") at a price equal to US$25 per US$25 in aggregate
principal of Capital Security, together with any accrued and unpaid
interest to the Redemption Date and any outstanding Deferred Coupon
Payments (as defined in the section entitled "Description of the Capital Securities"
in the prospectus supplement relating to the Capital Securities
dated 2 April 2008 (the "Prospectus
Supplement") (the "Redemption Price"). As at the date
hereof, there are no outstanding Deferred Coupon
Payments.
This
redemption is an Optional Redemption after the First Call Date
(each as defined in the section entitled "Description of the Capital Securities"
in the Prospectus Supplement).
On the
Redemption Date, subject to the Solvency Condition (as defined in
the Indenture), the Redemption Price in respect of each Capital
Security shall become due and payable and interest shall cease to
accrue on redeemed Capital Securities with effect from the
Redemption Date. Payments will be made in accordance with the
procedures of the Depositary Trust Company and any other clearing
system in which the Capital Securities are held. As at the date
hereof, the Issuer satisfied the Solvency Condition.
The UK
Prudential Regulation Authority, which has primary responsibility
for the prudential oversight and supervision of the Issuer, has
provided its permission to the Issuer for the redemption of the
Capital Securities.
Questions relating to this notice of redemption and related
materials should be addressed to the paying agent, HSBC Bank USA,
N.A., with its registered office at 452 Fifth Avenue, New York, NY
10018, via telephone at +1 (212) 525 1592 and e-mail at
[email protected]
(the "Paying
Agent"). Capital Securities
should be surrendered at the offices of the Paying
Agent.
No
representation is made as to the correctness of CUSIP or other
similar numbers either appearing on this notice of redemption or
any notice to the Trustee. None of the Issuer, the Trustee or any
agent of the Issuer or the Trustee shall have any liability in
respect of the use of any CUSIP or other similar number or numbers
on such notices, and the redemption of the Capital Securities shall
not be affected by any defect in or omission of such numbers. The
CUSIP numbers are included herein solely for the convenience of the
registered owners of the Capital Securities.
IMPORTANT
TAX INFORMATION
PURSUANT
TO U.S. FEDERAL TAX LAWS, YOU HAVE A DUTY TO PROVIDE A U.S.
INTERNAL REVENUE SERVICE ("IRS") FORM W-9 (AVAILABLE AT
HTTPS://WWW.IRS.GOV/PUB/IRS- DF/FW9.PDF) OR APPLICABLE IRS FORM W-8
(AVAILABLE AT HTTPS://WWW.IRS.GOV/UAC/ABOUT-FORM-W8) TO THE
APPLICABLE PAYER OR WITHHOLDING AGENT TO ENSURE PAYMENTS ARE
REPORTED ACCURATELY TO YOU AND TO THE IRS. IN ORDER TO PERMIT
ACCURATE WITHHOLDING (OR TO PREVENT WITHHOLDING), A COMPLETE AND
VALID IRS FORM W-9 OR APPLICABLE IRS FORM W-8 MUST BE RECEIVED BY
THE APPLICABLE PAYER OR WITHHOLDING AGENT BEFORE PAYMENT OF THE
REDEMPTION PROCEEDS IS MADE TO YOU. FAILURE TO TIMELY PROVIDE A
VALID IRS FORM W-9 OR APPLICABLE IRS FORM W-8 AS REQUIRED WILL
RESULT IN THE MAXIMUM AMOUNT OF U.S. WITHHOLDING TAX BEING DEDUCTED
FROM ANY REDEMPTION PAYMENT THAT IS MADE TO YOU. IF ANY AMOUNTS ARE
WITHHELD, YOU SHOULD CONSULT YOUR TAX ADVISOR REGARDING THE PROCESS
OF TIMELY SUBMITTING THE REQUIRED INFORMATION TO THE IRS IN ORDER
TO MAKE A CLAIM FOR A CREDIT OF THE AMOUNTS WITHHELD AGAINST YOUR
U.S. FEDERAL INCOME TAX LIABILITY, IF ANY, OR A REFUND OF SUCH
AMOUNTS.
ends/more
Media enquiries to:
Note to editors:
HSBC Holdings plc
HSBC
Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The Group serves customers worldwide from
around 3,900 offices in 67 countries and territories in Europe,
Asia, North and Latin America, and the Middle East and North
Africa. With assets of US$2,653bn at 31 March 2018, 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:
Ben J S Mathews
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Title:
Group Company Secretary
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Date:
04 May 2018
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