HSBC Holdings PLC
Indicative
Full Lot
Indicative price as of 02 Oct 2026, 4:33pm
Ask Yield to Worst
Bid Yield to Worst
Ask Yield to Maturity
Bid Yield to Maturity
Bond Issuer
HSBC Holdings PLC
Guarantor
-
Announcement Date
29 May 2025
Issue Date
05 Jun 2025
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 3.667
Modified Duration
3.102 @ 02 Oct 2026
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
7.050
Coupon Type
Variable
Annual Coupon Rate
7.050
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Additional Tier 1
Reference Rate
Reset Date: 5 December 2030 and every 5 years thereafter
Reset Rate: Prevailing 5Y UST + initial Margin (2.987%)
ISIN
US404280FA24
CUSIP
404280FA2
Bond Currency
USD
Total Issue Size
2,000,000,000
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)
***/ BBB
Shariah Compliant
No
Exchange Listed
Others
Agreement with Respect to the Exercise of UK Bail-in Power:
By its acquisition of the Securities, each securityholder (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Securities, the Indenture or any other agreements, arrangements or understandings between us and any securityholder, 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 Securities 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 securityholder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Securities or the Indenture; (iii) the cancellation of the Securities; and/or (iv) the amendment or alteration of the redemption date of the Securities or amendment of the amount of interest payable on the Securities, or the interest payment dates, including by suspending payment for a temporary period; and (b) the variation of the terms of the Securities 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 securityholder (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 Securities.
Automatic Conversion upon a Capital Adequacy Trigger Event
A “Capital Adequacy Trigger Event” will occur if at any time the non-transitional CET1 Ratio is less than 7.0%. Whether a Capital Adequacy Trigger Event has occurred at any time will be determined by us, the Relevant Regulator or any agent of the Relevant Regulator appointed for such purpose by the Relevant Regulator.
Capital Adequacy Trigger Event” will occur if at any time the CET1 Ratio is less than 7.0% (consolidated, without applying transitional provisions then in effect under the Relevant Rules (unless the Relevant Rules otherwise require or permit))
Automatic Conversion upon a Capital Adequacy Trigger Event After a Capital Adequacy Trigger Event, the Securities will be automatically and irrevocably converted into the Issuer’s ordinary shares at the Conversion Price
“Conversion Shares Offer Price” is fixed initially at £2.70 per Conversion Share and is subject to certain anti-dilution adjustments as described under “Description of the Securities—Anti-dilution— Adjustment of Conversion Price and Conversion Shares Offer Price” in the Preliminary Prospectus Supplement. On the Issue Date, the Conversion Shares Offer Price and the Conversion Price will be equal (based on an exchange rate of £1.00 = $1.3495).
Interest on the Securities will be due and payable on an interest payment date only to the extent it is not cancelled or deemed to have been cancelled (in each case, in whole or in part) in accordance with the provisions described below. Any interest cancelled or deemed to have been cancelled (in each case, in whole or in part) will not be due and will not accumulate or be payable at any time thereafter, and the securityholders will have no rights thereto or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation. For the avoidance of doubt, any interest payments that have been cancelled or deemed to have been cancelled will not be payable if the Securities are redeemed as described under “—Redemption.”
Discretionary Interest Payments
Interest on the Securities will be due and payable at our sole discretion, and we will have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date (the “Discretionary Interest Payment Right”). If we do not make an interest payment in respect of the Securities on the relevant interest payment date (or if we elect to make a payment of a portion, but not all, of such interest payment), such non-payment will evidence the exercise of our discretion to cancel such interest payment (or the portion of such interest payment not paid), and accordingly such interest payment (or the portion thereof not paid) will not be due and payable. For the avoidance of doubt, if we provide notice to cancel a portion, but not all, of an interest payment in respect of the Securities, and subsequently we do not make a payment of the remaining portion of such interest payment on the relevant interest payment date, such non-payment will evidence the exercise of our discretion to cancel such remaining portion of such interest payment, and accordingly such remaining portion of the interest payment will also not be due and payable.
Restrictions on Interest Payments
Without prejudice to the Discretionary Interest Payment Right or the prohibition contained in Rule 4.3(2) of Chapter 4 on the making of payments on the Securities before the Maximum Distributable Amount has been calculated, subject to the extent permitted in the following paragraph in respect of partial interest payments in respect of the Securities, we will not make an interest payment on any interest payment date (and such interest payment will therefore be deemed to have been cancelled and thus will not be due and payable on such interest payment date) if:
(a) the amount of Relevant Distributions exceeds the amount of Distributable Items as of such interest payment date;
(b) the aggregate of (x) the interest amount payable in respect of the Securities and (y) the amounts of any distributions of the kind referred to in Rule 4.3(2) of Chapter 4 (or any succeeding provision amending or replacing such rule) exceeds the Maximum Distributable Amount (if any) applicable to us as of such interest payment date;
(c) the Solvency Condition (as described under “—Subordination”) is not satisfied in respect of such interest payment; or
(d) the Relevant Regulator orders us to cancel (in whole or in part) the interest otherwise payable on such interest payment date.
We may, in our sole discretion, elect to make a partial interest payment on the Securities on any interest payment date, only to the extent that such partial interest payment may be made without breaching the restrictions in the preceding paragraph. For the avoidance of doubt, the portion of interest not paid on the relevant interest payment date will be deemed to have been cancelled and thus will not be due and payable on such interest payment date.
The Securities may be redeemed in whole (but not in part) at our option in our sole discretion on any business day during any Optional Redemption Period (an “Optional Redemption Date”), at a redemption price equal to 100% of the principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (which interest will exclude any interest that is cancelled or deemed to have been cancelled as described under “Description of the Securities— Interest—Interest Cancellation”).
“Optional Redemption Period” means the period commencing on the date falling six calendar months prior to a Reset Date and ending on such Reset Date (both dates inclusive).
Call Date: 05-June-2030
We may redeem the Securities in whole (but not in part) at our option in our sole discretion upon the occurrence of a Tax Event or a Capital Disqualification Event (each, a “Special Event”), at a redemption price equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the date of redemption (which interest will exclude any interest that is cancelled or deemed to have been cancelled as described under “—Interest—Interest Cancellation”). Any redemption will be subject to the conditions described under “—Redemption—Redemption or Purchase Conditions.”
A “Capital Disqualification Event” will be deemed to have occurred if we determine, at any time after the Issue Date, that there is a change in the regulatory classification of the Securities that results or will result in either their (i) exclusion in whole or in part from the HSBC Group’s regulatory capital (other than as a consequence of an Automatic Conversion); or (ii) reclassification in whole or in part as a form of the HSBC Group’s regulatory capital that is lower than additional Tier 1 capital.
Cash Flow Information