HSBC Holdings PLC — Capital/Financing Update 2011

Apr 11, 2011

FINAL TERMS

Final Terms dated 11 April 2011

Series No: 18

Tranche No: 2

HSBC Holdings plc

EUR 100,000,000 3.875 per cent. Notes due March 2016 (the "Notes") (to be consolidated and form a single series with the existing EUR 750,000,000 3.875 per cent. Notes due March 2016 issued 16 March 2011) issued pursuant to HSBC Holdings plc's Debt Issuance Programme

PART A - CONTRACTUAL TERMS

This document constitutes the Final Terms relating to the issue of the Tranche of Notes described herein. 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 Base Prospectus dated 7 March 2011 in relation to the above Programme (incorporating the Registration Document dated 7 March 2011) and the supplement thereto dated 16 March 2011, which together constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at HSBC Holdings plc, 8 Canada Square, London E14 5HQ and copies may be obtained from such address.

1.	(i)	Issuer:	HSBC Holdings plc
	(ii)	$Arrayer(s)$ :	HSBC Bank plc
2.	(i)	Series number:	18
	(ii)	Tranche number:	2
		If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible	The Notes shall become fungible with the EUR 750,000,000 3.875 per cent. Notes due March 2016 (ISIN XS0605521185) no sooner than 40 days following the Issue Date.
3.		Specified Currency or currencies:
	(i)	of denomination:	EUR
	(ii)	of payment:	EUR

Aggregate Principal Amount:

	(i) Series:		EUR 850,000,000
	(ii)	Tranche:	EUR 100,000,000
5.	(i)	Issue Price:	99.819 per cent. of the Aggregate Principal Amount of the Tranche, plus EUR 296,448.09 representing 28 days' accrued interest on the Notes from and including 16 March 2011 to but excluding the Issue Date
	(ii)	Commission payable:	0.275 per cent. of the Aggregate Principal Amount
	(iii)	Selling concessions:	None
6.	(i)	Specified Denomination(s) (Condition $1(b)$ ):	EUR 100,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR 99,000
	(ii)	Calculation Amount	EUR 1,000
7.	(i)	Issue Date:	13 April 2011
	(ii)	Interest Commencement Date:	16 March 2011
8.		Maturity Date: (Condition 6(a))	16 March 2016
9.	Interest basis:	(Conditions 3 to 5)	3.875 per cent. Fixed Rate Notes
10.	Redemption basis: (Condition 6)		Redemption at par
11.		Change of interest or redemption basis:	Not Applicable
12.	Put/Call options:		Not Applicable
13.	(i)	Status of the Notes: (Condition 2)	Not Subordinated Notes
	(ii)	Subordinated Notes:	Not Applicable
	(iii)	Date Board approval for issuance of Notes obtained:	Not Applicable
14.		Method of distribution:	Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	(Condition 3)	Fixed Rate Note provisions	Applicable
	(i)	Rate of Interest:	3.875 per cent. per annum payable annually in arrear
	(ii) Fixed Interest Payment Dates(s):		16 March in each year commencing on 16 March 2012 and ending on 16 March 2016.
	(iii)	Day count fraction	Actual/Actual (ICMA)
	(iv)	Determination Date:	16 March in each year.
16.	(Condition 4)	Floating Rate Note provisions	Not Applicable
17.	(Condition 5)	Variable Coupon Amount Note provisions:	Not Applicable
18.	(Condition 5)	Zero Coupon Note provisions:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION
19.		Issuer's optional redemption (Call):	No
20.	Noteholder's	optional redemption $(Put)$ : (Condition $6(e)$ )	No
21.		Redemption for Capital Disqualification Event (Condition $6(c)$ ):	No
22.		Final redemption amount: (Condition $6(a)$ )	EUR 1,000 per Calculation Amount
23.		Instalment Notes: (Condition 6(a))	Not Applicable
24.		Early redemption amount:
	(i)	Early redemption amount (upon) redemption for taxation reasons) (Condition $6(b)$ ):	Redemption at par
	(ii)	Early redemption amount upon enforcement.	Redemption at par

		(Condition 10)
	(iii)	Other redemption provisions: (Condition $6(i)$ )	None
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.		Form of Notes: (Condition $1(a)$ )
	(a)	Form of Notes:	Bearer
	(b)	Bearer Notes exchangeable for Registered Notes:	N 0
26.		(A) If issued in bearer form:
	(i)	Initially represented by a Temporary Global Note or Permanent Global Note:	Temporary Global Note
	(ii)	Temporary Global Note exchangeable for Permanent Global Note and/or Definitive Notes and/or Registered Notes: (Condition $I(a)$ )	Yes, exchangeable for Permanent Global Note
	(iii)	Permanent Global Note exchangeable for Definitive Notes and/or Registered Notes:	Yes. The Issuer waives its right to elect to exchange a Permanent Global Note for Definitive Notes in the circumstances described of in paragraph (d) the Permanent Global Note
	(iv)	Coupons to be attached to Definitive Notes:	Yes
	(v)	Talons for future Coupons to be Not Applicable attached to Definitive Notes:
	(vi)	Definitive (a) Notes to be security printed:	Yes
		If the answer to (a) is yes, (b) whether steel engraved plates will be used:	Yes
	(vii)	Definitive Notes to be in ICMA or Yes successor's format:
	(viii)	Issuer or Noteholder to pay costs of Issuer

$\bar{\mathbf{r}}$

security printing:

				(B) If issued in registered form:
--	--	--	--	-----------------------------------	--

	(i)	Rule 144A Global Registered Note U.S. exchangeable for Definitive Registered Notes:	Not Applicable
	(ii)	Restricted Global Registered Note U.S. exchangeable for Definitive Registered Notes:	Not Applicable
27.		Exchange Date for exchange of Temporary Global Note:	Not earlier than 40 days following the Issue Date
28.	Payments
		(Condition 8)
	(i)	Method of payment:	Condition 8 shall apply, subject as provided in the Temporary Global Note or as the case may be, the Permanent Global Note
	(ii)	Relevant Financial Centre Day:	As provided in Condition 8
29.		Partly Paid Notes: (Condition 1)	No
30.		Redenomination: (Condition 9)
	(i)	Redenomination:	Not Applicable
	(ii)	Exchange:	Not Applicable
	DISTRIBUTION
31.	(i)	If syndicated, names of Lead Manager:	HSBC Bank plc
	(ii)	If syndicated, names of other Managers Bayerische Landesbank (if any):	Oesterreichische Volksbanken AG
	(iii)	Date of Subscription Agreement:	11 April 2011
	(iv)	Stabilising Manager (if any):	HSBC Bank plc
32.		If non-syndicated, name and address of Relevant Dealer:	Not Applicable
33.		Selling restrictions:
	(i)	U.S. Selling Restrictions	Reg. S Category 2, TEFRA D Rules
			Not Rule 144A eligible

$\bar{\Xi}$

$(ii)$ Other:

Stabilisation: 34.

Not Applicable

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or overallotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the Debt Issuance Programme of HSBC Holdings plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

CONFIRMED HSBC HOLDINGS PLC By: Authorised Signatory $11$ APRIL 2011 Date: ---

PART B - OTHER INFORMATION

1.	LISTING
	(i)	Listing	application will be granted.	Application will be made for the Notes to be admitted to listing on the Official List of the UK Listing Authority. No assurance can be given as to whether or not, or when, such
	(ii)	Admission to trading	granted.	Application has been made for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc. No assurance can be given as to whether or not, or when, such application will be
2.	RATINGS
	Ratings:		Holdings plc has been rated:	The long term senior debt of HSBC
			S&P:	$AA-$
			Moody's:	Aa2
			Fitch:	AA
				Each of S&P, Moody's and Fitch, is established in the European Union and has

applied for registration under Regulation (EU) No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority

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

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer."

$4.$ REASONS FOR THE OFFER ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)	Reasons for the offer	Prospectus	See "Use of Proceeds"		in the Base
(ii)	Estimated net proceeds;	EUR 99,840,448.09
(iii)	Estimated total expenses:	GBP 3,650

5. YIELD

$(i)$ Indication of yield: 3.915 per cent. per annum

Calculated as on the Issue Date assuming redemption of Notes on 16 March 2016

The vield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

HISTORIC INTEREST RATES 6.

Not Applicable

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF $7.$ EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable

8. PERFORMANCE OF RATES OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT

Not Applicable

Common Code:

OPERATIONAL INFORMATION

1. ISIN Code:

$10.$

XS0616668421 to be consolidated with XS0605521185 after exchange of interests in the Temporary Global Note in accordance with its terms for interests in the Permanent Global Note (expected to be on or around the Exchange Date (as defined in the Temporary Global Note))

061666842 to be consolidated with 060552118 after exchange of interests in the Temporary Global Note in accordance with its terms for interests in the Permanent Global Note (expected to be on or around the Exchange Date (as defined in the Temporary Global Note))

• 1. New Global Note or Classic Global Note:
• New Global Note intended to be held in a 12. manner which would allow Eurosystem eligibility:

Note that the designation "Yes" simply means that the Notes are intended upon issue to be delivered to the common safe-keeper acting as agent for Euroclear or Clearstream, Luxembourg and does not necessarily mean that the Notes will be recognised as eligible collateral $for$ Eurosystem monetary policy and intra-day credit

New Global Note

Yes

	operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
Registered Global Notes intended to be held in a manner which would allow Eurosystem eligibility:	Not Applicable
Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	None
Settlement procedures:	Medium Term Note
Name and Address of Initial Paying Agent(s)	HSBC Bank plc 8 Canada Square London E14 5HQ
Additional Paying Agent(s) (if any):	None
Agent Bank:	Not Applicable
Notices: (Condition 14)	Condition 14 applies
City in which specified office of Registrar to be maintained: (Condition 12)	Not Applicable
Tradeable Amount:	Not Applicable
Other relevant Terms and Conditions:	None
Other Final Terms:	None