Bond HSBC Global plc 5.25% ( XS1111123987 ) in EUR

HSBC Global plc

100 % ⇌

United Kingdom

XS1111123987 ( in EUR )

5.25% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond HSBC Holdings plc XS1111123987 en EUR 5.25%, maturity Perpetual

200 000 EUR

1 500 000 000 EUR

16/03/2026 ( In 125 days )

HSBC Holdings plc is a multinational banking and financial services holding company headquartered in London, operating globally with a focus on Asia, Europe, and the Americas, offering a wide range of services including personal banking, wealth management, commercial banking, and investment banking.

The Bond issued by HSBC Global plc ( United Kingdom ) , in EUR, with the ISIN code XS1111123987, pays a coupon of 5.25% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

Execution version
PRICING SUPPLEMENT
Pricing Supplement dated 15 September 2014
Series No: 1
Tranche No: 1
HSBC Holdings plc
USD 50,000,000,000
Programme for Issuance of Perpetual Subordinated Contingent Convertible Securities
Issue of
EUR 1,500,000,000
5.25 per cent. Perpetual Subordinated Contingent Convertible Securities
PART A - CONTRACTUAL TERMS
The Offering Memorandum referred to below (as completed by this Pricing Supplement) has been
prepared on the basis that any offer of Securities in any Member State of the European Economic Area
which has implemented the Prospectus Directive (2003/71/EC) (as amended by Directive 2010/73/EU,
the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to
publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an
offer in that Relevant Member State of the Securities may only do so in circumstances in which no
obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer. The Issuer has not authorised, nor does it authorise, the making of any offer of Securities in
any other circumstances.
Warning: Neither this Pricing Supplement nor the Offering Memorandum referred to below
constitutes a "prospectus" for the purposes of Article 5.4 of the Prospectus Directive, and this
Pricing Supplement and the Offering Memorandum have been prepared on the basis that no
prospectus shall be required under the Prospectus Directive in relation to the offer and sale of any
Securities.
The Securities are not intended to be sold and should not be sold to "retail clients" (as defined in
the Markets in Financial Securities Directive (2004/39/EC) ("MiFID") and/or in the United
Kingdom Financial Conduct Authority's Conduct of Business Sourcebook ("COBS"), in each case,
as amended from time to time) other than where the limited exemptions permitted by COBS 4.14.2
apply. By making or accepting an offer to purchase any Securities from the Issuer or any Dealer,
each prospective investor will be deemed to have represented, warranted, and undertaken to the
Issuer and each of the relevant Dealers that (a) it is not a retail client (as described above) other
than a retail client falling within the exceptions in section 4.14.2 of COBS; and (b) it will not sell or
offer the Securities to retail clients (as described above) or do anything (including the distribution
of this document) that would or might (i) result in the buying of the Securities or the holding of a
beneficial interest in the Securities by a retail client, in each case other than as permitted by COBS;
or (ii) result in a breach by the Issuer, the Dealers or any other person of COBS. References to
COBS in this paragraph shall be deemed to include the amendments to COBS as contemplated by
the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 as if
such instrument, which will come into force on 1 October 2014, was currently in force.
This document constitutes the Pricing Supplement relating to the issue of the Tranche of Securities
described herein for the purposes of listing on the Official List of the Irish Stock Exchange. Terms used
herein shall be deemed to be defined as such for the purposes of the terms and conditions (the
"Conditions") set forth in the Offering Memorandum dated 2 September 2014 in relation to the above
Programme (incorporating the Registration Document (together, the "Offering Memorandum"). This
document must be read in conjunction with such Offering Memorandum. Full information on the Issuer
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and the offer of the Securities is only available on the basis of the combination of this Pricing Supplement
and the Offering Memorandum. The Offering Memorandum is available for viewing at www.hsbc.com
(please follow links to 'Investor relations', 'Fixed income securities', 'Issuance programmes').
1.
Issuer: HSBC
Holdings
plc

2.
(i) Series
number:
1

(ii) Tranche number:
1
3.
Specified Currency:
EUR

4.
Aggregate Principal Amount of Securities

admitted to trading:

(i) Series:
EUR 1,500,000,000

(ii) Tranche:
EUR 1,500,000,000
5.
Issue
Price:
100 per cent. of the Aggregate Principal
Amount
6.
(i) Specified
Denomination(s)
EUR 200,000 and integral multiples of EUR
Condition 1(d)
1,000 in excess thereof up to and including
EUR 399,000

(ii)
Calculation Amount:
EUR 1,000

7.
(i)
Issue Date:
17 September 2014

(ii)
Interest Commencement Date:
Issue Date

8.
Interest basis:
5.25 per cent. Resettable Securities

Conditions 3 and 4
9.
Redemption basis:
Redemption at par

Condition 6

10.
Put/Call options:
Issuer Call

Further particulars as specified in Condition 6
(c) will apply.
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

11.
Fixed Rate Securities provisions:
Not Applicable

Condition 3(a)

12.
Resettable Security provisions:
Applicable
Condition 3(b)

(i)
Initial Rate of Interest:
5.25 per cent. per annum payable semi-

annually in arrear

(ii)
Resettable Security Margin:
+4.383 per cent. per annum

(iii)
Resettable Security Interest Payment

16 March and 16 September in each year
Date(s):
commencing on 16 March 2015

(iv)
First Resettable Security Reset Date:
The
Resettable
Security
Interest
Payment Date falling in September 2022
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(v)
Second Resettable Security Reset Date: The Resettable Security Interest
Payment Date falling in September 2027

(vi)
Subsequent Resettable Security Reset The Resettable Security Interest
Dates:
Payment Date falling in September 2032
and thereafter each Resettable Security
Interest Payment Date falling in
September in each year falling 5 years
after the immediately preceding
Subsequent Resettable Security Reset
Date

(vii)
Day Count Fraction:
Actual/Actual(ICMA)

(viii)
Determination Date(s):
16 March and 16 September in each year

(ix)
Business Day Centre(s):
TARGET2 and London

(x) Business Day Convention:
No Adjustment

(xi)
Relevant Screen Page:
Reuters ISDAFIX2

(xii)
Mid-Swap Rate:
Single Mid-Swap Rate

(xiii)
Mid-Swap Maturity:
5 years

(xiv)
Fixed Leg Swap Duration:
Annual

13.
Floating Rate Security provisions:
Not Applicable

Condition 4

PROVISIONS RELATING TO REDEMPTION

14.
Issuer's optional redemption (Call):
Applicable

Condition 6(c)

(i)
Redemption amount (Call):
EUR 1,000 per Calculation Amount

(ii)
Series redeemable in part:
No

(iii)
Call Option Date(s):
Each Resettable Security Reset Date

(iv)
Call Option Period:
Not Applicable

15.
Redemption for taxation reasons  non-
Applicable

deductibility
Condition 6(b)(iii)
16.
Redemption upon Capital Disqualification
Applicable
Event
Condition 6(e)

17.
Early redemption amount

(i)
Early redemption amount upon
As per Condition 6(b)

redemption for taxation reasons:

Condition 6(b)

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(ii)
Capital Disqualification Event Early
100 per cent.

Redemption Price:
Condition 6(e)

PROVISIONS RELATING TO CONVERSION

18.
Capital Adequacy Trigger Valuation Date:
As per Condition 20. In addition, any
Condition 10(a)
other Business Day selected by the

Issuer at the Issuer's discretion.
19.
Conversion Price (per Ordinary Share):
EUR 3.37514

Condition 10(a)

20.
(i) Conversion
Shares Offer Price (per
GBP 2.70

Ordinary Share) as of the Issue Date

Condition 10(f)
(ii)
Conversion
Shares Offer Price Currency: GBP

Condition 10(f)

21.
Specified FX Rate:
GBP 1.00 = EUR 1.25005

22.
Applicable Adjustment Event:
Alteration to Nominal Value Event

Condition 10(i)
Bonus Issue Event
Extraordinary Dividend Event
Rights Issue Event

23.
Conversion Shares Offer:
Applicable
Condition 10(f)

24.
Form of Ordinary Share:
Uncertificated
Condition 10(m)

25.
Latest Conversion Shares Offer Election Date:
10th London Business Day following the
Condition 10(f)
Conversion Date

26.
Relevant Exchange in respect of the Ordinary
London Stock Exchange

Shares:
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

27.
Form of Securities:

Condition 1(a)

Form of Securities:
Bearer

28.
If issued in bearer form:

(i)
Initially represented by a
The Securities are initially represented
Temporary Global Security or
by a Temporary Global Security.
Permanent Global Security:

(ii)
Temporary Global Security
The Temporary Global Security is
exchangeable for Permanent
exchangeable for a Permanent Global
Global Security and/or Bearer
Security.
Securities in definitive form:

(iii)
Permanent Global Security
Yes. The Issuer waives its right to elect
exchangeable for Bearer
to exchange Permanent Global Security
Securities in definitive form:
for Bearer Securities in definitive form
in the circumstances described in
paragraph (d) of the Permanent Global
Security.
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(iv)
Coupons to be attached to Bearer
Yes

Securities in definitive form:

(v)
Talons for future Coupons to be
Yes

attached to Bearer Securities in
definitive form:

(vi)
Bearer Securities in definitive
Yes

form to be security printed:

(vii)
Bearer Securities in definitive
Yes

form to be in ICMA or
successor's format:
29.
If issued in registered form:
Not Applicable

30.
Exchange Date for exchange of Temporary Global Not earlier than 40 days following the
Security:
Issue Date
31.
Payments

Condition 8

Relevant Financial Centre Day:
As specified in the Conditions

32.
Redenomination: Not
Applicable

Condition 9

33.
U.S. selling restrictions:
TEFRA D

Regulation S Compliance Category 2

CONFIRMED
HSBC HOLDINGS PLC

By:
...........................................................................

Authorised Signatory

Date: 15 September 2014
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PART B - OTHER INFORMATION
1.
LISTING
(i)
Listing:
Application will be made to admit the
Securities to listing on the Official List
of Irish Stock Exchange on or around the
Issue Date. No assurance can be given as
to whether or not, or when, such
application will be granted.
(ii)
Admission to trading:
Application will be made for the
Securities to be admitted to trading on

the Global Exchange Market with effect
from the Issue Date. No assurance can
be given as to whether or not, or when,
such application will be granted.

2.
RATINGS

Ratings:
Moody's Investor Service Limited: Baa3

Fitch Ratings Limited: BBB

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved
in the offer of the Securities has an interest material to the issue.
4.
ESTIMATE OF THE TOTAL EXPENSES RELATED TO THE ADMISSION TO
TRADING

It is estimated that the total expenses to be incurred in relation to the admission to trading of
the Securities will be: EUR 500.

DISTRIBUTION INFORMATION

5.
Method of distribution:
Syndicated

6.
(i)
If syndicated, name of Relevant Dealer:
HSBC Bank plc

(ii)
If syndicated, names of other managers:
Joint Lead Managers

ABN AMRO Bank N.V.
Banca IMI S.p.A.
Bank of China Limited, London Branch
Industrial and Commercial Bank of
China (Asia) Limited
Swedbank AB (publ)
Co-Managers
Bank of Communications Co., Ltd. Hong
Kong Branch
CaixaBank S.A.
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CCB International Capital Limited
Commonwealth Bank of Australia
Emirates NBD Capital Limited
Erste Group Bank AG
NCB Capital Company
Nykredit Bank A/S
QNB Capital LLC
Westpac Banking Corporation (ABN 33
007 457 141)
(iii)
Date of Subscription Agreement:
15 September 2014

(iv) Stabilising
Manager(s) (if any):
HSBC Bank plc

7.
If non-syndicated, name and address of Relevant Not Applicable

Dealer:
8.
Additional selling restrictions:
Not Applicable

9.
Use of proceeds:
The Issuer will use the net proceeds from
the sale of the Securities for general
corporate purposes and to further
strengthen the Issuer's capital base
pursuant to requirements under CRD IV.

OPERATIONAL INFORMATION

10.
ISIN Code:
XS1111123987

11.
Common Code:
111112398

12.
Any clearing system(s) other than Euroclear and Not Applicable

Clearstream, Luxembourg and the relevant
identification number(s):
13.
Settlement procedures:
Eurobond

14.
Name and Address of Initial Paying Agent(s)
HSBC Bank plc

15.
Additional Paying Agent(s) (if any):
None

16.
Agent Bank:
HSBC Bank plc

15.
Calculation Agent:
HSBC Bank plc

16.
City in which specified office of Registrar to be Not Applicable

maintained:

Condition 13

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