LONDON – November 06, 2026 -- HSBC Holdings plc has raised the maximum tender amount in its cash offer for 6.000% perpetual subordinated contingent convertible securities to $1.5 billion from $1 billion, to proactively manage its Tier 1 capital base.
The offer targets the outstanding $3 billion 6.000% Perpetual Subordinated Contingent Convertible Securities, callable May 22, 2027 and every five years thereafter. The original cap of $1 billion was announced on 5 November 2026. All other terms of the offer remain unchanged.
HSBC offers $1,005 in cash per $1,000 of principal
Holders whose securities are accepted will receive $1,005.00 per $1,000.00 of principal amount, payable in cash on the settlement date. They will also receive accrued and unpaid interest from the last interest payment date up to, but excluding, the settlement date. Interest cancelled under the securities' terms is excluded. Interest ceases to accrue on the settlement date for all accepted securities.
HSBC expects to finance the offer with cash on hand. All securities accepted will be cancelled and retired.
New $1.5bn 7.625% issuance must close first
On 5 November 2026, HSBC priced a $1.5 billion offering of 7.625% Perpetual Subordinated Contingent Convertible Securities, which are not subject to the tender offer. HSBC's obligation to complete the offer is conditioned on the successful closing of that new issuance, on terms reasonably satisfactory to the bank, at or before the expiration time.
Offer expires 19 November; settlement expected 24 November
The offer expires at 5:00 p.m. New York City time on 19 November 2026, unless HSBC extends or terminates it. Tendered securities can be withdrawn at any time up to the expiration time. Settlement is expected on 24 November 2026, provided all conditions are satisfied or waived.
Holders who have already validly tendered and not withdrawn their securities do not need to re-tender to receive the consideration.
No minimum participation; proration possible
The offer carries no minimum participation threshold. HSBC will not be able to determine whether the maximum tender amount is reached, or what proration may apply, until after the expiration time. The bank reserves the right to amend or waive conditions, extend the offer or terminate it. If the offer is terminated, tendered securities will be returned promptly.
HSBC Bank plc is acting as dealer manager, and Global Bondholder Services Corporation is the information agent and depositary. HSBC has filed a tender offer statement on Schedule TO with the US Securities and Exchange Commission.