London, November 6, 2026 / PRNewswire / -- HSBC Holdings plc ( HSBC Holdings plc ), hereinafter referred to as the "Company," "we," or "this Company," announces an increase in the maximum purchase amount of its cash offer for $3 billion of outstanding 6.000% perpetual subordinated or convertible securities (which may be redeemed on or after May 22, 2027, and thereafter every five years, hereinafter referred to as the "Securities"). The offer was previously announced on November 5, 2026, and the maximum total principal amount to be purchased has been increased from up to $1 billion to up to $1.5 billion (as revised, hereinafter referred to as the "maximum purchase amount"), subject to the terms and conditions stipulated in the Offer Document.
This offer is made in accordance with the terms and conditions stipulated in the ‘Offer Letter’ dated November 5, 2026, which is related to the aforementioned securities (hereinafter referred to as the ‘Offer Letter’). The symbol ‘$’ throughout this text refers to US dollars. The Offer Letter can be obtained through the following links: https :// www.gbsc-usa.com / hsbc. For terms that are capitalized at the beginning of a sentence and not otherwise defined in this text, the meanings shall be in accordance with those specified in the Offer Letter.
The company initiated this offer with the aim of proactively managing the company's primary capital base.
This offer will expire on November 19, 2026, at 5:00 p.m. New York Time, unless the company decides to extend or terminate it in advance (this date and time, as well as any possible extensions, hereinafter referred to as the “expiration date”). Prior to the expiration date, the submitted securities for acquisition can be withdrawn at any time (this date and time, as well as any possible extensions, hereinafter referred to as the “withdrawal deadline”). After that time, withdrawals will not be permitted, unless the company decides to extend or terminate it in advance. If the maximum acquisition amount is not exceeded before the expiration date, and all conditions of the offer are met or exempted by the company, the company expects the settlement date to be November 24, 2026, unless the company decides to extend or terminate it in advance (this date and time, as well as any possible extensions, hereinafter referred to as the “settlement date”).
On November 5, 2026, the company priced a $1.5 billion, 7.625% perpetual subordinated or convertible securities offering (which may be redeemed at any optional redemption period, hereinafter referred to as the 'new issue'); this new issue is not subject to the constraints of this offering. The company's obligation to complete this offering is conditional upon the successful delivery of the new issue before or on the expiration date under terms and conditions that are reasonably satisfactory to the company.
It is expected that this offer will be funded with available cash on hand.
In accordance with the terms and conditions stipulated in the 'Offer Letter', including the maximum acquisition amount and proportional distribution (if any), holders who validly submit their securities before the expiration date and whose submissions are not effectively withdrawn before the withdrawal deadline, and who are accepted for purchase by the company, will receive a consideration of $1,005.00 for each $1,000.00 of the principal amount of the securities. This amount will be paid in cash on the settlement date (hereinafter referred to as 'consideration').
Apart from the aforementioned adjustment to the maximum acquisition amount, the terms and conditions of the offer stated in the 'Offer Letter' remain unchanged. Holders of securities that have been previously submitted effectively (and not effectively withdrawn) do not need to resubmit their securities in order to be eligible for the consideration.
This offer is not conditional upon a minimum participation ratio. Before the expiration date, the company cannot definitively determine whether the maximum acquisition amount has been reached, nor can it assess the potential impact of the proportional distribution of securities. The company reserves the right to modify or waive any terms (in whole or in part) of the offer at any time, within the limits permitted by applicable law. If any condition is not met before the expiration date, the company may, at its discretion and within the limits of applicable law: (a) terminate the offer; (b) extend the offer under the same or revised terms, thereby postponing the acceptance of any valid submitted securities; or (c) continue to accept submissions. If the company exercises any of these rights to modify, alter, or waive the terms or conditions of the offer, it will notify the information agent in writing and issue a public announcement as soon as possible within the requirements of applicable law. If required by applicable law, the company will also extend the offer.
All securities accepted in the offer will be cancelled and delisted, and will no longer constitute the company's outstanding debt. It is recommended that security holders carefully read the entire 'Offer Letter', including the 'Risk Factors' section, to understand the complete details and procedures for participating in the offer.
The company has appointed HSBC plc ( HSBC Bank plc ) as the transaction manager for this offer (hereinafter referred to as the 'Transaction Manager'). For questions related to the offer and assistance requests, please contact the Transaction Manager: UK +44 (0)20 7992 6237, USA +1 (212) 525-5552 (toll-free), or +1 (888) HSBC-4LM (free call), or send an email to liability.management @ hsbcib.com.
Global Bondholder Services Corporation acts as an information agent (hereinafter referred to as "information agent"). For questions related to the offer, assistance requests, or to obtain a copy of the "Offer Letter," please call the information agent at: +1 (855) 654-2014 (toll-free) or +1 (212) 430-3774 (for banks and brokers). Holders may also contact their brokers, traders, custodian banks, trust companies, or other holding institutions for assistance.
If the offer is terminated, the securities submitted in accordance with the offer will be returned to the holder who submitted the offer as soon as possible.
It is recommended that securities holders confirm with the banks, securities brokers, or other intermediary institutions through which they hold their securities: by when such intermediary institutions need to receive instructions from the actual owners in order to be able to participate in the offer or withdraw their participation instructions before the deadlines specified in this document and the 'Offer Letter'. Any such intermediary institutions, as well as the deadlines set by DTC for submitting and withdrawing offer instructions, will also be earlier than the relevant deadlines listed in this document and the 'Offer Letter'.
This announcement is for informational purposes only and does not constitute an offer to purchase or sell any securities, nor does it constitute an invitation to purchase or sell any securities. No offers, invitations, or sales will be made in any circumstances where such offers, invitations, or purchases are illegal. This offer is made solely in accordance with the 'Merger Offer Letter.' Please read the 'Merger Offer Letter' carefully before making any decision regarding this offer.
For more information about this offer and how to access it, please refer to...
The company has submitted a tender offer statement to the U.S. Securities and Exchange Commission (SEC), accompanied by the "Tender Offer Letter" and other documents related to this tender offer. Holders are advised to carefully read the tender offer statement, the "Tender Offer Letter," as well as any other documents that the company has submitted or may submit to SEC in the future, including any amendments or supplementary documents, as these documents contain important information regarding this tender offer and the participation process. Copies of the aforementioned documents can be obtained for free by visiting EDGAR on the SEC website www.sec.gov, or for free from information agents after submission; contact details are provided above.
United Kingdom. This communication, the ‘Offer Letter’, and any other documents or materials related to this offer have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000 ( FSMA ), and therefore have not been distributed to the general public in the United Kingdom. In accordance with the restrictions on financial promotion under Section 21 of FSMA , these documents and/or materials may only be disseminated to the following parties: (1) existing members or creditors of the company, or other persons listed in Section 43 of the Financial Services and Markets Act 2005 (Financial Promotion); and (2) other persons who are legally entitled to receive these documents and/or materials.
Belgium. This offer shall not, nor may it, be made or advertised directly or indirectly to individuals within Belgium who meet the definition of consumers as stipulated in the Belgian Economic Code (“consumers”); this communication, the “Offer Letter,” and any other documents or materials related to this offer shall not and may not be distributed directly or indirectly to consumers in Belgium.
Italy. This offer, this communication, the “Offer Document,” or any other documents or materials related to this offer have not been and will not be submitted to the Italian Securities Trading Commission (CONSOB) for approval in accordance with Italian laws and regulations. This offer is implemented in the Italian Republic as an exempt offer, based on Article 101-bis, Paragraphs 3-bis of Legislative Decree No. 58 of February 24, 1998 (the “Financial Services Law”), as well as Article 35-bis, Paragraph 4 of Regulation No. 11971 of May 14, 1999. Securities holders or beneficial owners located in the Italian Republic may submit their securities for participation in this offer through authorized persons (such as investment companies, banks, or financial intermediaries that are authorized to conduct such activities in the Italian Republic in accordance with the “Financial Services Law,” Regulation No. 20307 of February 15, 2018, and Legislative Decree No. 385 of September 1, 1993, as amended), and in compliance with applicable laws and regulations or the requirements of CONSOB and other Italian regulatory authorities.
Each intermediary must comply with the laws and regulations applicable to the information obligations regarding securities and/or this offer that apply to its clients.
Hong Kong. The content of this communication and the “Offer Letter” has not been reviewed by any regulatory authorities in Hong Kong. Securities holders should exercise caution regarding this offer. If holders have any questions regarding the content of this communication and/or the “Offer Letter”, they should seek independent professional advice. This offer has not been, nor will it be, made in any formal document in Hong Kong, unless: (i) it is made to “professional investors” as defined under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and its rules; or ( ii ) in other circumstances where such document would not constitute a “prospectus” as defined under the Companies (Winding-up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), or would not constitute an offer to the public within the meaning of that Ordinance.
In addition, no person shall, under any circumstances, issue, hold, or offer for issue (whether in Hong Kong or elsewhere) any advertisements, invitations, or documents related to this offer whose content may come into the hands of or be read by the public in Hong Kong (except as permitted by Hong Kong's securities laws), provided that such is limited to matters related to this offer and/or the securities, and is intended solely for persons outside of Hong Kong or for what are defined as "professional investors" under the Securities and Futures Ordinance and its rules. This communication, the Offer Document, and the information contained therein shall not be used by anyone other than the recipients, nor shall they be reproduced or transmitted to any other person in Hong Kong in any form. This offer is not intended for the public in Hong Kong, nor does the company intend to make this offer available to the public in Hong Kong.
France. This communication, the “Offer Letter,” and any other issuance materials related to this offer shall not be distributed in the French Republic, unless the recipients are qualified investors as defined in Article 2(e) of the EU Regulation (EU) 2017/1129.
Warning Statement Regarding Forward-Looking Statements
In this communication, the company has made forward-looking statements. Except for statements of historical facts, all other statements are or may be considered forward-looking statements. Forward-looking statements can be identified by words such as “believes”, “expects”, “estimates”, “may”, “intends”, “plans”, “will”, “should”, “potential”, “seeks”, “reasonably possible”, or “expects”, or their negative forms, or similar expressions, or through discussions of strategies. We make these forward-looking statements based on our current expectations and forecasts of future events. These forward-looking statements are subject to the risks, uncertainties, and assumptions described in the “Risk Factors” section of the Tender Offer. We have no obligation to publicly update or revise any forward-looking statements due to new information, future events, or other reasons. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed in this document may not occur. Please do not rely too heavily on any forward-looking statements, which are only valid as of their date of issuance.
To the editor:
HSBC Holdings plc
HSBC Holdings plc is the parent company of the HSBC Group, with its headquarters located in London. HSBC serves customers around the world through offices in 56 countries and regions. As of September 30, 2026, HSBC's total assets amounted to 3.445 trillion US dollars, making it one of the largest banks and financial services institutions in the world.
