Obligation HSBC Holdings plc 1.5% ( XS1917601582 ) en EUR

HSBC Holdings plc

99.96 % ▼

Royaume-Uni

XS1917601582 ( en EUR )

1.5% par an ( paiement annuel )

04/12/2024

Prospectus brochure de l'obligation HSBC Holdings plc XS1917601582 en EUR 1.5%, échéance 04/12/2024

100 000 EUR

1 250 000 000 EUR

04/12/2024 ( Dans 203 jours )

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en EUR, avec le code ISIN XS1917601582, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/12/2024

PROSPECTUS DATED 30 NOVEMBER 2018

HSBC HOLDINGS PLC
(a company incorporated with limited liability in England with registered number 617987)
as Issuer
EUR 1,250,000,000 1.50 per cent. Fixed to Floating Rate Notes due 2024 (the "Notes")
This document (which expression shall include all documents incorporated by reference herein) has been prepared for
the purpose of providing disclosure information with regard to the Notes issued by HSBC Holdings plc (the "Issuer")
and has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom
competent authority for the purposes of Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive")
and relevant implementing measures in the United Kingdom, as a prospectus ("Prospectus").
The Notes will be issued under the Issuer's Debt Issuance Programme (the "Programme").
Application will be made to admit the Notes to listing on the Official List of the FCA (in its capacity as competent
authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the "UK Listing Authority")),
and to trading on the regulated market of the London Stock Exchange plc (the "London Stock Exchange"), which is
a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended
("MiFID II").
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or the state securities laws of any state of the United States, and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities
Act ("Regulation S") except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
The Notes are in bearer form and are subject to U.S. tax law requirements.
The Notes have been assigned the following long-term credit ratings: A by Standard & Poor's Credit Market Services
Europe Limited ("Standard & Poor's"); A2 by Moody's Investors Service Limited ("Moody's"); and AA- by Fitch
Ratings Limited ("Fitch"). Each of Standard & Poor's, Moody's and Fitch is established in the European Union and is
registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such, each of Standard &
Poor's, Moody's and Fitch is included in the list of credit rating agencies published by the European Securities and
Markets Authority on its website in accordance with the CRA Regulation. A security rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the
assigning rating agency.
Investing in the Notes involves certain risks. Investors should consider carefully the risk factors set forth or referred
to in the section headed "Risk Factors" below.

HSBC
Banca IMI
BB Securities
CaixaBank
Citigroup
Crédit Agricole CIB
Danske Bank
Landesbank Baden-Württemberg
Morgan Stanley
Nordea
Rabobank

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer, which has taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Issuer does not intend to provide post-issuance information.
None of HSBC Bank plc, Banca IMI S.p.A, BB Securities Limited, CaixaBank, S.A., Citigroup Global
Markets Limited, Coöperatieve Rabobank U.A., Crédit Agricole Corporate and Investment Bank, Danske
Bank A/S, Landesbank Baden-Württemberg, Morgan Stanley & Co. International plc, and Nordea Bank
Abp (together, the "Managers") or The Law Debenture Trust Corporation p.l.c. (the "Trustee", which
expression shall include any successor to The Law Debenture Trust Corporation p.l.c. as trustee under the
trust deed dated 28 June 2000 between the Issuer and the Trustee (such Trust Deed as last modified and
restated by a modified and restated trust deed dated 6 March 2018 and as further modified and/or
supplemented and/or restated from time to time, the "Trust Deed")) has separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and
no responsibility is accepted by the Managers or the Trustee as to the accuracy or completeness of this
Prospectus or any document incorporated by reference herein or any further information supplied in
connection with the Notes. The Managers and the Trustee accept no liability in relation to this Prospectus
or its distribution or with regard to any other information supplied by or on behalf of the Issuer.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any further information supplied in connection with the Notes and, if
given or made, such information or representation must not be relied upon as having been authorised by
the Issuer, the Trustee or any of the Managers.
Neither this Prospectus nor any further information supplied in connection with the Notes should be
considered as a recommendation or as constituting an invitation or offer by the Issuer, the Trustee or any
of the Managers that any recipient of this Prospectus or any other information supplied in connection with
the Notes should subscribe for or purchase the Notes. Each investor contemplating subscribing for or
purchasing the Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other
information supplied in connection with the Notes constitutes an offer by or on behalf of the Issuer, the
Trustee or any Manager to subscribe for or purchase the Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall, in any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof, or that the information contained in this Prospectus is correct at any time subsequent to the date
hereof or that any other written information delivered in connection herewith or therewith is correct as of
any time subsequent to the date indicated in such document. The Managers and the Trustee expressly do
not undertake to review the financial condition or affairs of the Issuer or its subsidiary undertakings during
the life of the Notes.
The distribution of this Prospectus and the offer, distribution or sale of Notes may be restricted by law in
certain jurisdictions. Persons into whose possession this Prospectus or the Notes come must inform
themselves about, and observe, any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of the Notes and on the distribution of this Prospectus, see the "Subscription and Sale"
section of the Base Prospectus incorporated by reference herein (and, for these purposes, references therein
to the Base Prospectus shall be deemed to include this Prospectus).
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") NOR ANY OTHER
REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENCE.
The Notes may not be a suitable investment for all investors. The Notes may be purchased by investors as
a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. Each potential investor in the Notes must determine the suitability of that investment in
light of its own circumstances. In particular, each potential investor should:
- ii -

(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risk of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will have
on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes
or where the currency for principal or interest payments is different from the currency in which such
investor's financial activities are principally denominated;
(d)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or review
or regulation by certain authorities. Each potential investor should consult its legal advisers to determine
whether and to what extent: (1) the Notes are legal investments for it; (2) the Notes can be used as collateral
for various types of borrowing; and (3) other restrictions apply to its purchase or pledge of the Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of the Notes under any applicable risk-based capital or similar rules.
MiFID II product governance / target market The Final Terms in respect of the Notes include a legend
entitled ''MiFID II Product Governance'' which outlines the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
Notwithstanding any provision herein, every person (and each employee, representative or other agent of
such person) may disclose to any and all other persons, without limitation of any kind, any information
provided to him by or on behalf of the Issuer relating to the U.S. tax treatment and U.S. tax structure of
transactions under the Programme and all materials of any kind (including opinions or other tax analyses)
that are provided by or on behalf of the Issuer to that person relating to such U.S. tax treatment and U.S.
tax structure.
In connection with the issue of the Notes, HSBC Bank plc in its capacity as Stabilisation Manager (or
person(s) acting on its behalf in such capacity) may over-allot Notes or effect transactions with a view
to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun,
may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or
over-allotment must be conducted by the Stabilisation Manager (or person(s) acting on behalf of the
Stabilisation Manager) in accordance with the applicable laws and rules.
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
The Issuer is an English public limited company. Most of its directors and executive officers (and certain
experts named in this Prospectus or in documents incorporated herein by reference) are resident outside the
United States and a substantial portion of its assets and the assets of such persons are located outside the
United States. As a result, it may not be possible for investors to effect service of process within the United
States upon these persons or to enforce against them or the Issuer in U.S. courts judgments obtained in U.S.
courts predicated upon the civil liability provisions of the federal securities laws of the United States. In
addition, there is doubt as to enforceability in the English courts, in original actions or in actions for
enforcement of judgments of U.S. courts, of liabilities predicated solely upon the federal securities laws of
- iii -

the United States. Awards of punitive damages in actions brought in the United States or elsewhere may
not be enforceable in England. The enforceability of any judgment in England will depend on the particular
facts of the case in effect at the time.

- iv -

CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
INCORPORATION BY REFERENCE ....................................................................................................... 3
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 5
FINAL TERMS ............................................................................................................................................ 5
DIRECTORS OF THE ISSUER ................................................................................................................ 14
GENERAL INFORMATION .................................................................................................................... 17

RISK FACTORS
Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective
investors should carefully consider risk factors associated with any investment in the Notes, the business
of the Issuer and the industry in which it operates together with all other information contained in this
Prospectus, including, in particular, the risk factors described below and contained in the Registration
Document of the Issuer dated 6 March 2018 and the Base Prospectus (as defined below), each incorporated
by reference herein. The Issuer considers such risk factors to be the principal risk factors that may affect
the Issuer's ability to fulfil its obligations under the Notes and/or risk factors that are material for the
purposes of assessing the market risk associated with the Notes. Words and expressions defined in the
Terms and Conditions of the Notes or elsewhere in this Prospectus have the same meanings in this section.
The following is not an exhaustive list or explanation of all risks which investors may face when making an
investment in the Notes and should be used as guidance only. Additional risks and uncertainties relating to
the Issuer or the Notes that are not currently known to the Issuer, or that the Issuer currently deems
immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects,
results of operations and/or financial position of the Issuer and its subsidiaries, the value of the Notes and,
if any such risk should occur, the price of the Notes may decline and investors could lose all or part of their
investment. Investors should consider carefully whether an investment in the Notes is suitable for them in
light of the information in this Prospectus and their personal circumstances.
Risks relating to the Issuer
The section entitled "Risk Factors" on pages 98 to 106 of the Annual Report of the Issuer for the year ended
31 December 2017 on Form 20-F dated 20 February 2018 filed with the U.S. Securities and Exchange
Commission (as set out at: http://www.hsbc.com/-/media/hsbc-com/investorrelationsassets/hsbc-
results/2017/annual-results/hsbc-usa-inc/180220-form-20-f.pdf) (the "Form 20-F"), as incorporated by
reference herein on page 3, sets out a description of the risk factors that may affect the ability of the Issuer
to fulfil its obligations to investors in relation to the Notes.
Risks relating to the Notes
The sections of the Base Prospectus entitled "Risks relating to particular Notes" and "Risks relating to
Notes generally" on pages 1 to 4 and 4 to 10, respectively, of the Base Prospectus dated 6 March 2018
relating to the Programme (the "Base Prospectus"), as incorporated by reference herein on page 3, set out
a description of the risk factors that are material to the Notes in order to assess the market risk associated
with the Notes. The section entitled "Risks relating to particular Notes" shall be supplemented to include
the following risk factor relating to the Notes:
The use of proceeds of the Notes may not meet investor expectations or requirements.
The Issuer will exercise its judgement and sole discretion in determining the businesses and projects that
will be financed by the proceeds of the Notes. If the use of the proceeds of the Notes is a factor in an
investor's decision to invest in the Notes, they should consider the disclosure in "Reasons for the Offer" in
the Final Terms set out herein and consult with their legal or other advisers before making an investment
in the Notes. There can be no assurance that any of the businesses and projects funded with the proceeds
from the Notes will meet HSBC's Green Bond Framework dated 6 November 2015 (the "Framework") or
an investor's expectations or requirements. Furthermore, there is no contractual obligation to allocate the
proceeds of the Notes to finance eligible businesses and projects or to provide annual progress reports as
described in "Reasons for the Offer". The Issuer's failure to so allocate or report, the failure of any of the
businesses and projects funded with the proceeds from the Notes to meet the Framework, or the failure of
external assurance providers to opine on the Green Progress Report's (as defined in "Reasons for the Offer"
in the Final Terms set out herein) conformity with the Framework, will not constitute a Default (as defined
in the Trust Deed) with respect to the Notes and may affect the value of the Notes and/or have adverse
consequences for certain investors with portfolio mandates to invest in green assets.
Furthermore, it should be noted that there is currently no clearly-defined definition (legal, regulatory or
otherwise) of, nor market consensus as to what constitutes, a "green" or "sustainable" or an equivalently-
labelled project or as to what precise attributes are required for a particular project to be defined as "green"
or "sustainable" or such other equivalent label nor can any assurance be given that such a clear definition
or consensus will develop over time. Accordingly, no assurance is or can be given to investors that any
- 1 -

projects or uses the subject of, or related to, any of the businesses and projects funded with the proceeds
from the Notes will meet any or all investor expectations regarding such "green", "sustainable" or other
equivalently-labelled performance objectives or that any adverse environmental, social and/or other impacts
will not occur during the implementation of any projects or uses the subject of, or related to, any of the
businesses and projects funded with the proceeds from the Notes.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any
opinion or certification of any third party (whether or not solicited by the Issuer) which may be made
available in connection with the issue of the Notes and in particular with any of the businesses and projects
funded with the proceeds from the Notes to fulfil any environmental, sustainability, social and/or other
criteria. For the avoidance of doubt, any such opinion or certification is not, nor shall be deemed to be,
incorporated in and/or form part of this Prospectus. Any such opinion or certification is not, nor should be
deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold the Notes. Any such
opinion or certification is only current as at the date that opinion was initially issued. Prospective investors
must determine for themselves the relevance of any such opinion or certification and/or the information
contained therein and/or the provider of such opinion or certification for the purpose of any investment in
the Notes. The providers of such opinions and certifications are not currently subject to any specific
regulatory or other regime or oversight.
If the Notes are at any time listed or admitted to trading on any dedicated "green", "environmental",
"sustainable" or other equivalently-labelled segment of any stock exchange or securities market (whether
or not regulated), no representation or assurance is given by the Issuer or any other person that such listing
or admission satisfies, whether in whole or in part, any present or future investor expectations or
requirements as regards any investment criteria or guidelines with which such investor or its investments
are required to comply, whether by any present or future applicable law or regulations or by its own by-
laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or
indirect environmental, sustainability or social impact of any projects or uses, the subject of or related to,
any of the businesses and projects funded with the proceeds from the Notes. Furthermore, it should be noted
that the criteria for any such listings or admission to trading may vary from one stock exchange or securities
market to another. Nor is any representation or assurance given or made by the Issuer or any other person
that any such listing or admission to trading will be obtained in respect of the Notes or, if obtained, that any
such listing or admission to trading will be maintained during the life of the Notes.

- 2 -

INCORPORATION BY REFERENCE
This section provides details of the documents incorporated by reference which form part of this Prospectus
and which are publicly available.
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:
(a)
the sections set out below from the Base Prospectus:
Risk Factors Risks relating to particular Notes
1-4
Risk Factors Risks relating to Notes generally
4-10
Forms of Notes; Summary of Provisions relating to the Notes
15-22
while in Global Form
Clearing and Settlement
23-27
Terms and Conditions of the Notes
55-103
United Kingdom Taxation
104-105
Certain European Taxation Matters
106
United States Taxation
107-116
Subscription and Sale
120-124
(b)
the Registration Document of the Issuer dated 6 March 2018 submitted to and filed with the UK
Listing Authority, excluding the section entitled "Directors of the Issuer";
(c)
the 2016 Annual Report and Accounts of the Issuer and its subsidiary undertakings for the year
ended 31 December 2016 (the "2016 Annual Report and Accounts") submitted to and filed with
the UK Listing Authority;
(d)
the 2017 Annual Report and Accounts of the Issuer and its subsidiary undertakings for the year
ended 31 December 2017 (the "2017 Annual Report and Accounts") submitted to and filed with
the UK Listing Authority;
(e)
the Report on Transition to IFRS 9 'Financial Instruments' as at 1 January 2018 and issued on 27
February 2018 (the "IFRS 9 Report"). The IFRS 9 Report provides information relevant to
understanding the impact of IFRS 9 on the Issuer's financial position at 1 January 2018. The
financial information contained therein does not constitute financial statements prepared in
accordance with the International Financial Reporting Standards and should be read in conjunction
with the 2017 Annual Report and Accounts;
(f)
the Form 20-F;
(g)
the earnings release for the three month period ended 31 March 2018 (the "Q1 2018 Earnings
Release"). The Q1 2018 Earnings Release is available on the Issuer's website at:
http://www.hsbc.com/investor-relations/group-results-and-reporting;
(h)
the unaudited consolidated interim report for the six month period ended 30 June 2018 as filed with
the SEC on Form 6-K on 6 August 2018 (the "Unaudited Consolidated Interim Report"). The
Unaudited Consolidated Interim Report is available on the Issuer's website at:
https://www.hsbc.com/investor-relations/group-results-and-reporting/groupreporting-archive.
The Unaudited Consolidated Interim Report has also been filed with the SEC and is available in
electronic
form
at
https://www.sec.gov/Archives/edgar/data/1089113/000162828018010505/livefiling6kgroupinter
imdoc.htm; and
(i)
the earnings release for the nine month period ended 30 September 2018 as filed with the SEC on
Form 6-K on 29 October 2018 (the "Q3 2018 Earnings Release"). The Q3 2018 Earnings Release
is available on the Issuer's website at: http://www.hsbc.com/investor-relations/group-results-and-
reporting. The Q3 2018 Earnings Release has also been filed with the SEC and is available in
electronic
form
at
https://www.sec.gov/Archives/edgar/data/1089113/000162828018012983/livedocq32018earning
srele.htm.
- 3 -

Any information incorporated by reference in the above documents does not form part of this Prospectus
and to the extent that only certain parts of the above documents are specified to be incorporated by reference
herein, the non-incorporated parts of such documents are either not relevant for investors or are covered
elsewhere in this Prospectus.
The Issuer will at its registered office and at the specified offices of the Paying Agents make available for
inspection during normal business hours, upon reasonable notice, and free of charge, upon oral or written
request, a copy of this Prospectus (or any document incorporated by reference in this Prospectus). Written
or oral requests for inspection of such documents should be directed to the specified office of any Paying
Agent. Additionally, this Prospectus and all the documents incorporated by reference herein will be
available for viewing at www.hsbc.com (please follow links to 'Investor relations', 'Fixed income investors',
'HSBC Holdings securities'). For the avoidance of doubt, any websites referred to in this Prospectus or any
information appearing on such websites and pages do not form part of this Prospectus.

- 4 -

TERMS AND CONDITIONS OF THE NOTES
The terms and conditions of the Notes shall consist of the terms and conditions (the "Base Conditions")
set out in the section entitled "Terms and Conditions of the Notes" on pages 55 to 103 of the Base Prospectus,
which are incorporated by reference into this Prospectus, as completed by the section entitled "Part A 
Contractual Terms" of the Final Terms below. References in the Base Conditions to "Final Terms" shall be
deemed to refer to the Final Terms set out below.
Terms used in this section but not otherwise defined shall have the meanings given to them in the Base
Conditions.
FINAL TERMS
Final Terms dated 30 November 2018
Series No: 36
Tranche No: 1
HSBC Holdings plc
Debt Issuance Programme
Issue of
EUR 1,250,000,000 1.50 per cent. Fixed to Floating Rate Notes due 2024 (the "Notes")
MiFID II product governance / Professional investors and ECPs only target market - Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturer's target market assessment) and determining appropriate distribution channels.
PART A CONTRACTUAL TERMS
This document constitutes the Final Terms relating to the issue of the Tranche of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") incorporated by reference into the Prospectus dated 30 November 2018 relating to the Notes
(incorporating the Registration Document dated 6 March 2018) which constitutes a prospectus (the
"Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC, as amended) (the
"Prospectus Directive"). Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of these Final Terms and the Prospectus (including the documents incorporated
by reference therein). Pursuant to Article 14 of the Prospectus Directive, the Prospectus and the documents
incorporated by reference therein are available for viewing at www.hsbc.com (please follow links to
'Investor relations', 'Fixed income investors') and at HSBC Holdings plc, 8 Canada Square, London E14
5HQ during normal business hours and copies may be obtained from HSBC Bank plc, 8 Canada Square,
London E14 5HQ.
1. (i)
Issuer:
HSBC Holdings plc
2. (i)
Series number:
36

(ii)
Tranche number:
1

(iii)
Date on which the Notes become
Not Applicable
fungible:
3. Specified Currency:
Euro ("EUR")
- 5 -