HSBC HOLDINGS (00005.HK) Launches US$2.50 Billion AT1 Offering; Potential Dilution Capped at 3.88%

Bulletin Express
Mar 18

HSBC Holdings plc (“HSBC HOLDINGS”, stock code: 00005.HK) will issue two tranches of perpetual subordinated contingent convertible securities (“AT1s”) on 24 March 2026, raising an aggregate US$2.50 billion.

Key terms • Tranche sizes: US$1.25 billion 6.750% callable during any 2031 optional redemption period (“2031 Securities”) and US$1.25 billion 7.000% callable during any 2036 optional redemption period (“2036 Securities”). • Issue price: 100% of principal for both tranches; minimum denominations of US$200,000, increments of US$1,000 thereafter. • Interest structure: Fixed coupons until first reset dates (24 September 2031 / 24 March 2036), then reset every five years to the five-year U.S. Treasury yield plus 2.914% (2031) or 2.798% (2036). • Optional redemption: Permitted in the six-month window before each respective reset date; full redemption only. Special redemption events include tax or capital disqualification events and residual calls when outstanding principal falls to ≤25% of original issuance. • Loss-absorption: Automatic equity conversion if the consolidated common-equity Tier 1 (CET1) ratio drops below 7.0%. The fixed conversion price is US$3.6061 per share, initially equating to a maximum 693.27 million new ordinary shares. • Subordination: Instruments rank pari passu with the group’s existing AT1 securities and junior to Tier 2 and senior unsecured creditors. • Listing: Application submitted for admission to the Global Exchange Market of Euronext Dublin within 30 days of issuance. Securities will settle through DTC; Clearstream and Euroclear secondary trading is available.

Financial impact • Gross proceeds: US$2.50 billion; estimated net proceeds after underwriting commissions: US$2.48 billion. • Use of proceeds: General corporate purposes and to maintain or strengthen regulatory capital. • Mandate utilisation: Issuance draws on the shareholder authority approved on 2 May 2025, which allowed up to US$1.78 billion nominal of contingent convertible share issuance. Remaining mandate headroom before this transaction stood at US$1.51 billion nominal; the current deal consumes US$346.63 million of that capacity. • Potential dilution: Full conversion would add approximately 693.27 million ordinary shares, expanding issued share capital by 3.88% to 17.88 billion shares (based on 17 March 2026 register).

Context HSBC last accessed the AT1 market in March 2025 (SGD0.80 billion, 5.000%) and May 2025 (US$2.00 billion, 7.050%). Group assets totalled US$3,233 billion at 31 December 2025.

Investors are reminded that coupon payments are fully discretionary, non-cumulative and subject to regulatory and capital-maintenance conditions. The securities are also subject to potential bail-in by the UK resolution authority under applicable legislation.

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