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23 September 2024

HSBC HOLDINGS PLC

ANNOUNCES INDICATIVE RESULTS OF TENDER OFFERS TO PURCHASE NOTES FOR CASH

HSBC Holdings plc (the 'Issuer') announces today the indicative results of its invitations to holders of: (a) the EUR1,000,000,000 0.309% Fixed to Floating Rate Notes due 2026 (ISIN: XS2251736646) (of which EUR1,000,000,000 is currently outstanding) (the 'November 2026 Notes') and/or; (b) the EUR1,250,000,000 2.50% Notes due March 2027 (ISIN: XS1379184473) (of which EUR1,250,000,000 is currently outstanding) (the 'March 2027 Notes') (each a 'Series' and together, the 'Notes'), to tender such Notes for purchase by the Issuer for cash subject to satisfaction or waiver of the New Financing Condition (each such invitation an 'Offer' and, together, the 'Offers').

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the tender offer memorandum prepared by the Issuer dated 16 September 2024 (the 'Tender Offer Memorandum'). This announcement must be read in conjunction with the Tender Offer Memorandum.

INDICATIVE RESULTS OF THE OFFERS

On 17 September 2024, the Issuer announced that the indicative Maximum Acceptance Amount for the Offers had been set at approximately EUR2,250,000,000.

The Expiration Deadline for the Offers was 4.00pm (London time) on 20 September 2024. As at the Expiration Deadline, EUR495,386,000 in aggregate principal amount of the November 2026 Notes and EUR490,415,000 in aggregate principal amount of the March 2027 Notes have been validly tendered pursuant to the Offers.

The Issuer announces, on a non-binding and indicative basis only, that, conditional upon the satisfaction or waiver of the New Financing Condition, it expects to accept valid tenders of Notes pursuant to the Offers, with an indicative Series Acceptance Amount for the November 2026 Notes equal to EUR495,386,000 and an indicative Series Acceptance Amount for the March 2027 Notes equal to EUR490,415,000. All valid tenders of Notes pursuant to the Offers are indicatively expected to be accepted and no pro-ration factor is expected to be applicable.

The Issuer reserves the right, in its sole and absolute discretion, at any time to amend or waive any of the terms and conditions of the Offers (including the New Financing Condition) as set out in the Tender Offer Memorandum. Subject to the satisfaction or waiver of the New Financing Condition on or prior to 25 September 2024, the settlement of the Offers is expected to take place on 25 September 2024.

The Pricing Time is expected to be at or around 11.00am (London time) today. The Issuer expects to announce the final results of the Offers as soon as reasonably practicable thereafter.

The Dealer Manager

HSBC Bank plc
8 Canada Square
London E14 5HQ

United Kingdom

Telephone: +44 (0) 20 7992 6237

Attention: Liability Management, DCM

Email: [email protected]

The Tender Agent

Kroll Issuer Services Limited

The Shard
32 London Bridge Street
London SE1 9SG

Telephone: +44 (0) 20 7704 0880

Attention: Owen Morris

Email: [email protected]

Tender Offer Website: https://deals.is.kroll.com/hsbc

DISCLAIMER

The offer period for the Offers has now expired. No further tenders of any Notes may be made pursuant to the Offers. This announcement must be read in conjunction with the Tender Offer Memorandum. No offer to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial, legal and any other advice, including in respect of any tax financial, accounting, regulatory and tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. None of the Issuer, the Dealer Manager or the Tender Agent or their respective directors, employees or affiliates will have any liability or responsibility in respect of any decision of a Noteholder as to their decision of whether to participate or not to participate in the Offers.

Investor enquiries to:
Greg Case                               +44 (0) 20 7992 3825                 [email protected]

Media enquiries to:

Press Office                            +44 (0) 20 7991 8096                   [email protected]

Note to editors:

HSBC Holdings plc

HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London. HSBC serves customers worldwide from offices in 60 countries and territories. With assets of US$2,975bn at 30 June 2024, HSBC is one of the world's largest banking and financial services organisations.

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