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
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-
).
NOTICE OF REDEMPTION
US$2,000,000,000 6.875% Perpetual Subordinated Contingent
Convertible Securities (Callable June 2021 and Every Five Years
Thereafter)
(CUSIP No. 404280 BC2; ISIN: US404280BC26)* (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 supplemental indenture dated as of 1 June 2016 (the
'Fourth
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 Fourth Supplemental Indenture, the Company
hereby provides notice of the following information relating to the
Optional Redemption:
●
The redemption date for the Securities shall be 1
June 2021 (the 'Redemption Date').
●
The redemption price for the Securities shall be
US$1,000 per US$1,000 principal amount of the Securities, together
with any 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 Fourth Supplemental Indenture) to, but
excluding, the Redemption Date (the 'Redemption
Price').
●
Subject
to any conditions and/or the limited circumstances contained in the
Fourth 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.
●
Securities
should be surrendered at the registered office of HSBC Bank USA at
452 Fifth Avenue, New York, NY 10018.
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 [email protected], at
its registered office or via telephone at +1 (212) 525
7221.
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:
Media enquiries to:
Note 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$2,984bn at 31 December
2020, 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 is:
Mark Tucker*, Noel Quinn, Laura Cha†,
Henri de Castries†,
James Anthony Forese†,
Steven Guggenheimer† ,Irene
Lee†,
José Antonio Meade Kuribreña†,
Heidi Miller†,
Eileen K Murray†,
David Nish†,
Ewen Stevenson, Jackson Tai† and
Pauline van der Meer Mohr†.
* Non-executive Group Chairman
† Independent
non-executive Director
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.
|
HSBC
Holdings plc
|
|
|
|
|
|
By:
|
|
|
Name:
Aileen Taylor
|
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
|
|
Date:
15 April 2021
|