HSBC will hold noteholder meetings for benchmark rate changes

Chicago, Sept. 1 – Notice of separate noteholders meetings has been given for noteholders of five series of notes issued by HSBC Holdings plc, HSBC Bank plc and HSBC Bank Capital Funding (Sterling 1) LP.

All of the meetings are being held to approve proposed amendments for benchmark rate replacement.

Sterling tier 1 notes

Meetings are being held for the £700 million outstanding 5.844% non-cumulative step-up perpetual preferred securities (tier 1 securities) issued by HSBC Bank Capital Funding (ISIN: XS0179407910).

The amendments aim to replace six-month Libor with daily compounded Sonia.

Amendments would also add new fallbacks related to Sonia and add new further fallbacks should a benchmark event occur with respect to Sonia.

The adjustment spread would be based on the historical five-year median difference between sterling Libor and Sonia.

Singapore dollar tier 1 notes

Two Singapore dollar-denominated notes are part of the proposed changes.

HSBC Holdings issued the S$1 billion outstanding 4.7% perpetual subordinated contingent convertible securities (ISIN: XS1624509300) and the S$750 million outstanding perpetual subordinated contingent convertible securities (ISIN: XS1882693036).

The issuer is seeking to replace the five-year Singapore dollar swap offer rate (SOR) by the Singapore overnight rate average (SORA).

Fallbacks would be added dealing with a potential benchmark event with respect to SORA.

HSBC Bank subordinated notes

HSBC Bank’s £350 million outstanding 5.375% callable subordinated step-up notes due 2030 (ISIN: XS0204377310) are also listed.

HSBC is seeking to replace three-month Libor with daily compounded Sonia.

The adjustment spread would be based on the historical five-year median difference between sterling Libor and Sonia.

HSBC Holdings reset notes

The fifth series is the £1 billion outstanding 2.256% resettable notes due November 2026 (ISIN: XS1716248197) issued by HSBC Holdings.

The amendment would replace the Libor-linked one-year mid-swap rate with a Sonia-linked mid-swap rate.

Fallbacks would be added related to Sonia.

The adjustment spread would be based on the historical five-year median difference between sterling Libor and Sonia.

Details

Meetings will be held via teleconference on Sept. 24 and will start at 5 a.m. ET, with staggered start times throughout the morning for the various series.

The effective date would be Sept. 24.

Quorums are necessary for the meetings. For the tier 1 sterling securities, holders representing one-third of the notes must be represented. For the other four series, a quorum would be met by noteholders representing two-thirds of the principal amount of notes.

From the respective quorum, a majority in favor of at least 75% of the votes is necessary for the relevant resolution.

No consent fee will be paid with any consent solicitation.

The solicitation agent is HSBC Bank (+44 20 7992 6237, LM_EMEA@hsbc.com).

The tabulation agent is Lucid Issuer Services Ltd. (+44 20 7704 0880, hsbc@lucid-is.com).

The banking and financial services company is based in London.

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