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 August
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
ISSUANCE OF SENIOR UNSECURED NOTES
HSBC Holdings plc has on 11 August 2022 issued
US$2,250,000,000 5.210% Fixed Rate/Floating Rate Senior
Unsecured Notes due 2028 (the '2028 Fixed/Floating
Rate Notes') and US$2,500,000,000 5.402% Fixed
Rate/Floating Rate Senior Unsecured Notes due
2033 (the '2033 Fixed/Floating
Rate Notes' and, together with the
2028 Fixed/Floating Rate Notes, the 'Notes') pursuant to an indenture dated 26 August 2009
(as amended or supplemented from time to time and as most recently
amended and supplemented by a twenty-sixth supplemental
indenture dated 11 August 2022).
Application will be made to list the Notes on the New York Stock
Exchange.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825 investorrelations@hsbc.com
Media enquiries to:
Ankit
Patel
+44 (0) 20 7991
9813
ankit.patel@hsbc.com
Disclaimers
The offering was made pursuant to an effective shelf registration
statement on Form F-3 filed with the Securities and Exchange
Commission (the 'SEC'). The offering was made solely by means of a
prospectus supplement and accompanying prospectus which have been
filed with the SEC. You may obtain these documents for free by
visiting EDGAR on the SEC website at www.sec.gov or by writing or
telephoning us at either of the following
addresses:
Group
Company Secretary
HSBC
Holdings plc
8
Canada Square
London
E14 5HQ
United
Kingdom
Tel:
+44 20 7991 8888
HSBC
Holdings plc
c/o
HSBC Bank USA, National Association
452
Fifth Avenue
New
York, New York, 10018
Attn:
Company Secretary
Tel:
+1 212 525 5000
The distribution of this announcement in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions.
This announcement does not constitute an offer or an invitation to
subscribe or purchase any of the Securities. No action has been
taken in any jurisdiction to permit a public offering of the
Securities where such action is required other than in the US. The
offer and sale of the Securities may be restricted by law in
certain jurisdictions.
This document is for distribution only to persons who (i) have
professional experience in matters relating to investments and who
fall within Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (as amended, the 'Financial
Promotion Order'), (ii) are persons falling within Article 49(2)(a)
to (d) ('high net worth companies, unincorporated associations
etc.') of the Financial Promotion Order, (iii) are outside the
United Kingdom ('UK'), or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 ('FSMA')
in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). This document is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this
document relates is available only to relevant persons and will be
engaged in only with relevant persons.
EU PRIIPs REGULATION/PROHIBITION OF SALES TO EEA RETAIL INVESTORS.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
('EEA'). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, 'MiFID II');
or (ii) a customer within the meaning of Directive (EU) 2016/97 (
the 'IDD'), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation
(EU) No 1286/2014 (as amended, the 'EU PRIIPs Regulation') for
offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the EU PRIIPs
Regulation.
UK PRIIPS REGULATION-PROHIBITION OF SALES TO UK RETAIL INVESTORS.
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the UK. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the 'EUWA');
(ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the EUWA. Consequently, no key information document
required by the Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA (the 'UK PRIIPs Regulation') for
offering or selling the Notes or otherwise making them available to
retail investors in the UK has been prepared and therefore offering
or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer
Notes 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 63 countries and territories in its geographical
regions: Europe, Asia, North America, Latin America, and Middle
East and North Africa. With assets of US$2,985bn at 30 June
2022, 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 comprises:
Mark Tucker*, Noel Quinn, Geraldine Buckingham†, Rachel
Duan†,
Carolyn Julie Fairbairn†, James
Anthony Forese†,
Steven Guggenheimer† ,
José Antonio Meade Kuribreña†,
Eileen K Murray†,
David Nish†,
Ewen Stevenson and Jackson Tai†.
* 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.
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HSBC
Holdings plc
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By:
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Name:
Aileen Taylor
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
12 August
2022
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