HSBC Holdings PLC
Indicative
Full Lot
Indicative price as of 22 Sep 2023, 12:00am
Bond Issuer
HSBC Holdings PLC
Guarantor
-
Announcement Date
17 Sep 2018
Issue Date
24 Sep 2018
Maturity Date
Perpetual
Years to Maturity / Next Call
Perpetual / 1.972
Modified Duration
-
Issue / Reoffer Price
100.000
Issue / Reoffer Yield
5.000
Coupon Type
Variable
Annual Coupon Rate
5.000
Coupon Frequency
Semi Annually
Seniority
Junior Subordinated
Capital Structure
Junior Subordinated
Reference Rate
Reset Date: 24 Sep 2023 and every 5 years thereafter
Reset Rate: Prevailing 5Y SOR + Initial Spread (2.665%)
ISIN
XS1882693036
CUSIP
AU5558534
Bond Currency
SGD
Total Issue Size
750,000,000
Min. Investment Quantity (Nominal)
SGD 250,000
Incremental Quantity (Nominal)
SGD 250,000
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
Automatic Conversion
After a Capital Adequacy Trigger Event, the securities will be automatically and irrevocably converted into the Issuer's ordinary shares at the Conversion Price
Capital Adequacy Trigger
CET1 ratio of HSBC Group falling below 7.0% (consolidated, end-point basis, without applying transitional provisions)
Conversion Price
SGD [TBD] per share (equivalent to GBP2.70 based on an exchange rate of GBP/SGD [TBD]), subject to certain anti-dilution adjustments.
Non-viability Loss Absorption
The powers granted to the Relevant UK Resolution Authority also include powers to vary or extinguish the claims of certain creditors. These powers include a "write-down and conversion of capital instruments" power and a "bail-in" power.
The write-down and conversion of capital instruments power may be used where the Relevant UK Resolution Authority has determined that the institution concerned has reached the point of non-viability, but that no bail-in of instruments other than capital instruments is required (however the use of the writedown power does not preclude a subsequent use of the bail-in power) or where the conditions to resolution are met. Any write-down effected using this power must reflect the insolvency priority of the written-down claims - thus common equity must be written off in full before subordinated debt is affected. Where the write-down and conversion of capital instruments power is used, the write-down is permanent and investors receive no compensation (save that common equity tier 1 instruments may be required to be issued to holders of written-down instruments). The write-down and conversion of capital instruments power is not subject to the "no creditor worse off" safeguard.
The Issuer shall be entitled at its full discretion to cancel (in whole or in part) any amounts of interest otherwise payable in respect of the Securities on any date. Unless otherwise specified, references in these Conditions to a payment of interest being "cancelled" (and similar references) shall include cancellation by reason of it not being due in accordance with Condition 2(b) (Subordination - conditions to payment), the cancellation of such payment of interest (or relevant part thereof) in accordance with Condition 5(b) (Restrictions on Interest Payments) or 9(g) (Accrued Interest following Capital Adequacy Trigger) or, as appropriate, the Issuer's exercise of its discretion otherwise to cancel such payment of interest (or relevant part thereof) in accordance with this Condition 5(a).
If the Issuer does not make any such payment of interest (or any part thereof) on the relevant date for payment, such non-payment shall evidence the non-payment and cancellation of such payment of interest (or relevant part thereof) and accordingly such interest shall not in any such case be due and payable.
Any payment of interest (or relevant part thereof) which is cancelled shall not become due and shall not accumulate or be payable at any time after its cancellation, and Securityholders shall have no rights in respect thereof and any such cancellation or non-payment (in whole or in part) shall not constitute a default or event of default on the part of the Issuer for any purpose.
Restrictions on Interest Payments
Without prejudice to (1) Condition 5(a) (Interest Payments Discretionary) above or (2) the prohibition contained in Article 141(2) of the CRD IV Directive (and any implementation of such provision in the United Kingdom or, as the case may be, any succeeding provision amending or replacing such Article or any such implementing provision) on the making of payments on the Securities before the Maximum Distributable Amount has been calculated, if and to the extent that on any date on which interest is payable in respect of the Securities:
(i) the amount of Relevant Distributions relating to such date exceeds the amount of Distributable Items; or
(ii) the aggregate of (A) the relevant interest amount payable in respect of the Securities and (B) the amounts of any distributions of the kind referred to in Article 141(2) of the CRD IV Directive (and in any implementation thereof in the United Kingdom or, as the case may be, in any succeeding provision amending or replacing such Article or any such implementing provision) exceeds the Maximum Distributable Amount (if any) applicable to the Issuer as of such date; or
(iii) the Lead Regulator applicable to the Issuer orders the Issuer to cancel (in whole or in part) the interest otherwise payable on such date, the Issuer shall cancel (in whole or, as the case may be, in part) the interest otherwise payable on such date.
The Issuer shall be responsible for determining compliance with this Condition 5(b) and neither the Trustee, nor any Paying Agent, Transfer Agent or Calculation Agent shall be required to monitor such compliance or to perform any calculations in connection therewith.

