REG - HSBC Holdings PLC - Publication of Base Prospectus

HSBC HoldingsAnnouncement

28/03/2025 13:15

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RNS Number : 7327C  HSBC Holdings PLC  28 March 2025

 

28 March 2025

 

 

 

HSBC HOLDINGS PLC

PUBLICATION OF BASE PROSPECTUS

 

 

The following base prospectus and registration document have been approved by
the Financial Conduct Authority and are available for viewing:

 

Base Prospectus dated 28 March 2025 for the HSBC Holdings plc Debt Issuance
Programme

 

Registration Document dated 28 March 2025 in respect of HSBC Holdings plc

 

To view the full documents, please paste the following URL into the address
bar of your browser:

 

http://www.hsbc.com/investors/fixed-income-investors/issuance-programmes
(http://www.hsbc.com/investors/fixed-income-investors/issuance-programmes)

 

A copy of each of the above documents has been submitted to the National
Storage Mechanism and will shortly be available for inspection at:

 

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

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Investor enquiries to:

 

Greg Case                            +44 (0) 20
7992 3825
investorrelations@hsbc.com (mailto:investorrelations@hsbc.com)

 

Media enquiries to:

 

Press Office                          +44 (0) 20 7991
8096                         pressoffice@hsbc.com

 

Note to editors:

 

HSBC Holdings plc

HSBC Holdings plc, the parent company of HSBC, is headquartered in London.
HSBC serves customers worldwide from offices in 58 countries and territories.
With assets of US$3,017bn at 31 December 2024, HSBC is one of the world's
largest banking and financial services organisations.

 

DISCLAIMER - INTENDED ADDRESSEES

 

IMPORTANT: You must read the following before continuing: The following
applies to the base prospectus and registration document available by clicking
on the link above (together, the 'Base Prospectus', which expression includes
the documents incorporated by reference therein), and you are therefore
advised to read this carefully before reading, accessing or making any other
use of the Base Prospectus. In accessing the Base Prospectus, you agree to be
bound by the following terms and conditions, including any modifications to
them, any time you receive any information from us as a result of such access.

 

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THE BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED
BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE BASE PROSPECTUS
MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES TO PERSONS THAT ARE NOT U.S.
PERSONS AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT') OR WITHIN THE UNITED
STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE
SECURITIES ACT ('RULE 144A'). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF
THE BASE PROSPECTUS IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH
THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE
LAWS OF OTHER JURISDICTIONS.

 

NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY NOTES ISSUED OR TO
BE ISSUED PURSUANT TO THE BASE PROSPECTUS RELATING TO THE HSBC HOLDINGS PLC
DEBT ISSUANCE PROGRAMME HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. ANY NOTES ISSUED OR TO BE ISSUED PURSUANT TO THE BASE
PROSPECTUS MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
(1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO PERSONS
REASONABLY BELIEVED TO BE QUALIFIED INSTITUTIONAL BUYERS (EACH A 'QIB') WITHIN
THE MEANING OF RULE 144A OR (2) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS
NOT A U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT.

 

Please note that the information contained in the Base Prospectus may be
addressed to and/or targeted at persons who are residents of particular
countries (specified in the Base Prospectus) only and is not intended for use
and should not be relied upon by any person outside these countries and/or to
whom the offer contained in the Base Prospectus is not addressed. Prior to
relying on the information contained in the Base Prospectus you must ascertain
from the Base Prospectus whether or not you are part of the intended
addressees of the information contained therein.

 

Confirmation of your Representation: In order to be eligible to view the Base
Prospectus or make an investment decision with respect to any Notes issued or
to be issued pursuant to the Base Prospectus, you must be (i) a person other
than a U.S. person (as defined in Regulation S under the Securities Act); or
(ii) a QIB that is acquiring the securities for its own account or for the
account of another QIB. By accessing the Base Prospectus, you shall be deemed
to have represented that you and any customers you represent are not a U.S.
person  or that you are a QIB, and that you consent to delivery of the Base
Prospectus and any supplements thereto via electronic publication.

 

You are reminded that the Base Prospectus has been made available to you on
the basis that you are a person into whose possession the Base Prospectus may
be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver the Base
Prospectus to any other person.

 

The Base Prospectus does not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are
not permitted by law. If a jurisdiction requires that the offering be made by
a licensed broker or dealer and the underwriters or any affiliate of the
underwriters is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by the underwriters or such affiliate on behalf of
HSBC Holdings plc in such jurisdiction. Under no circumstances shall the Base
Prospectus constitute an offer to sell, or the solicitation of an offer to
buy, nor shall there be any sale of any Notes issued or to be issued pursuant
to the Base Prospectus, in any jurisdiction in which such offer, solicitation
or sale would be unlawful.

 

The Base Prospectus has been made available to you in an electronic form. You
are reminded that documents transmitted via this medium may be altered or
changed during the process of electronic transmission and consequently none of
HSBC Holdings plc, its advisers, any person who controls HSBC Holdings plc or
any director, officer, employee or agent of HSBC Holdings plc or affiliate of
any such person accepts any liability or responsibility whatsoever in respect
of any difference between the Base Prospectus made available to you in
electronic format and the original version.

 

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