HSBC Holdings PLC
Indicative
Full Lot
Indicative price as of 14 Aug 2026, 12:00am
Bond Issuer
HSBC Holdings PLC
Guarantor
-
Announcement Date
07 Aug 2023
Issue Date
14 Aug 2023
Maturity Date
14 Aug 2027
Years to Maturity / Next Call
0.856 / -
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
5.887
Coupon Type
Variable
Annual Coupon Rate
5.887
Coupon Frequency
Semi Annually
Seniority
Senior Unsecured
Capital Structure
Senior Unsecured
Reference Rate
Reset Date: 14 Aug 2026 and every quarter thereafter
Reset Rate: SOFR + Initial Margin (1.570%)
ISIN
US404280DZ92
CUSIP
404280DZ9
Bond Currency
USD
Total Issue Size
2,300,000,000
Min. Investment Quantity (Nominal)
USD 200,000
Incremental Quantity (Nominal)
USD 1,000
Bond Type
Corporate
Bond Sector
Financials
Bond Sub Sector
Banks
Issuer Credit Rating (S&P/ Fitch)
***/ A+
Bond Credit Rating (S&P/ Fitch)
***/ A+
Shariah Compliant
No
Exchange Listed
Others
By its acquisition of the Notes, each noteholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Notes, the Indenture or any other agreements, arrangements or understandings between us and any noteholder, to be bound by (a) the effect of the exercise of any UK bail-in power by the relevant UK resolution authority in relation to any Notes that (without limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due into our or another person’s ordinary shares, other securities or other obligations (and the issue to, or conferral on, the noteholder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Notes or the Indenture; (iii) the cancellation of the Notes; and/or (iv) the amendment or alteration of the Maturity Date of the Notes or amendment of the amount of interest payable on the Notes, or the interest payment dates, including by suspending payment for a temporary period; and (b) the variation of the terms of the Notes or the Indenture, if necessary, to give effect to the exercise of any UK bail-in power by the relevant UK resolution authority. No repayment or payment of Amounts Due will become due and payable or be paid after the exercise of any UK bail-in power by the relevant UK resolution authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. Moreover, each noteholder (which, for these purposes, includes each beneficial owner) will consent to the exercise of any UK bail-in power as it may be imposed without any prior notice by the relevant UK resolution authority of its decision to exercise such power with respect to the Notes.
(i) 100% of the principal amount of the Fixed/Floating Rate Notes to be redeemed; and
(ii) as determined by the Determination Agent, the sum of the present values of (a) the principal amount of the Fixed/Floating Rate Notes to be redeemed (discounted from the Fixed/Floating Rate Notes Par Redemption Date) and (b) the remaining payments of interest to be made on any scheduled Fixed/ Floating Rate Notes Interest Payment Date to (and including) the Fixed/Floating Rate Notes Par Redemption Date for the Fixed/Floating Rate Notes to be redeemed (not including accrued but unpaid interest to (but excluding) the applicable redemption date, if any, on the principal amount of the Fixed/ Floating Rate Notes), discounted to the applicable redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reference Treasury Rate plus basis points,
in each case, plus any accrued and unpaid interest on the Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date (each, a “Fixed/Floating Rate Notes Make-Whole Redemption”).
The “Fixed/Floating Rate Notes Make-Whole Redemption Period” means the period beginning on (and including) February 14, 2024 (six months following the Issue Date) to (but excluding) August 14, 2026 (the “Fixed/Floating Rate Notes Par Redemption Date”); provided that if any additional notes of the same series are issued after the Issue Date, the Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on (and include) the date that is six months following the issue date for such additional notes.
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if the Notes become fully or partially ineligible to meet our and/or the HSBC Group’s minimum requirements for (A) eligible liabilities and/ or (B) loss absorbing capacity instruments, in each case as determined in accordance with and pursuant to the relevant Loss Absorption Regulations applicable to us and/or the HSBC Group, as a result of any:
(a) Loss Absorption Regulation becoming effective after the Issue Date; or (b) amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the Issue Date,
provided, however, that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirement(s) under the relevant Loss Absorption Regulations effective with respect to us and/or the HSBC Group on the Issue Date.
If we determine, in our sole discretion, that the inclusion of the Loss Absorption Disqualification Event Redemption Option provisions in the terms of the Indenture and either series of Notes could reasonably be expected to cause a Loss Absorption Disqualification Event to occur, then the provisions relating to the Loss Absorption Disqualification Event Redemption Option shall be deemed not to apply for all purposes relating to such Notes and we shall not have any right to redeem such Notes pursuant to a Loss Absorption Disqualification Event Redemption Option. In such circumstances, we shall promptly provide notice to the trustee, the paying agent, the calculation agent and the holders of such Notes that the Loss Absorption Disqualification Event Redemption Option does not apply; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. No action taken in accordance with this paragraph shall be deemed to be an amendment requiring the consent of holders under Section 9.02 of the Base Indenture.