Regulatory Filings • Sep 20, 2022
Regulatory Filings
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UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition of sales to UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
15 September 2022
(Incorporated in England under the Building Societies Act 1986, as amended) (Legal entity identifier (LEI): 549300XFX12G42QIKN82)
issued pursuant to its U.S.\$25,000,000,000 European Note Programme
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 29 October 2021 and the supplemental Prospectuses dated 19 November 2021 and 20 May 2022 which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) (2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html).
| 1. | Status of the Notes: | Senior Preferred | ||
|---|---|---|---|---|
| 2. | Interest Basis: | Fixed Rate (see paragraph 12 below) | ||
| DESCRIPTION OF THE NOTES | ||||
| 3. | New Global Note: | No | ||
| 4. | Form of Notes: | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
||
| 5. | (a) | Series Number: | 521 | |
| (b) | Tranche Number: | 1 | ||
| (c) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | ||
| 6. | (a) | Nominal Amount of Notes to be issued: |
HKD 289,000,000 | |
| (b) | Aggregate nominal amount of Series: | HKD 289,000,000 | ||
| (c) | Specified Currency: | Hong Kong Dollars (HKD) | ||
| (d) | Specified Denomination(s): | HKD 1,000,000 | ||
| (e) | Calculation Amount: | HKD 1,000,000 | ||
| 7. | Issue Price: | 100.00 per cent. | ||
| 8. | Issue Date: | 20 September 2022 | ||
| 9. | Interest Commencement Date: | Issue Date | ||
| 10. | Automatic/optional conversion from one Interest Basis to another: |
Not Applicable | ||
| 11. | Additional Financial Centre(s): | Hong Kong and London | ||
| 12. | Fixed Rate Note Provisions | Applicable | ||
|---|---|---|---|---|
| (a) | Fixed Rate(s) of Interest: | 4.83 per cent. per annum payable in arrear on each Fixed Interest Date |
||
| (b) | Fixed Interest Date(s): | 19 September in each year from (and including) 19 September 2023 (short first coupon) up to (and including) the Maturity Date (subject to adjustment in accordance with the Business Day Convention specified below) |
||
| (c) | Initial Broken Amount per denomination: |
Not Applicable | ||
| (d) | Fixed Coupon Amount(s): | Not Applicable | ||
| (e) | Broken Amount(s): | Not Applicable | ||
| (f) | Final Broken Amount per denomination: |
Not Applicable | ||
| (g) | Day Count Fraction: | Actual/365 (Fixed) | ||
| (h) | Business Day Convention: | Following Business Day | ||
| • Adjusted: |
Applicable | |||
| • Non-Adjusted: |
Not Applicable | |||
| (i) | Additional Business Centre(s): | Hong Kong and London | ||
| (j) | Determination Date(s): | Not Applicable | ||
| 13. | Zero Coupon Note Provisions | Not Applicable | ||
| 14. | Floating Rate Note Provisions | Not Applicable | ||
| 15. | Reset Note Provisions | Not Applicable | ||
| 16. | Benchmark Discontinuation: | Not Applicable | ||
| PROVISIONS REGARDING REDEMPTION/MATURITY | ||||
| 17. | Maturity Date: | 19 September 2032 (subject to adjustment in accordance with the Business Day Convention specified above) |
||
| 18. | Redemption at Issuer's option: | Not Applicable | ||
| 19. | Regulatory Event (Subordinated Notes only): | Not Applicable | ||
| 20. | (a) | Senior Non-Preferred Notes: Loss | Not Applicable |
Redemption:
Absorption Disqualification Event
| (b) | Loss Absorption Disqualification Event: |
Not Applicable | |
|---|---|---|---|
| (c) | Senior Non-Preferred Notes: Substitution and Variation: |
Not Applicable | |
| 21. | Redemption at Noteholder's option: | Not Applicable | |
| 22. | Final Redemption Amount: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount |
|
| 23. | Early redemption |
Redemption Amount payable on for taxation reasons or (for Subordinated Notes only) following a Regulatory Event or (for any Note) on an Event of Default: |
HKD 1,000,000 per Calculation Amount |
The indicative rating descriptions set out in Part B of these Final Terms have been extracted from the respective websites of Moody's Investors Service Limited, S&P Global Ratings UK Limited and Fitch Ratings Ltd. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each credit rating agency, no facts have been omitted which would render the reproduced information inaccurate or misleading.
By: By: [SARAH ROBINSON] [TARA PARMAR]
Duly Authorised Duly Authorised
| (a) | Listing and Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and listing on the Official List of the FCA with effect from on or around the Issue Date. |
||
|---|---|---|---|---|
| (b) | Estimated of total expenses related to admission to trading: |
£2,530 | ||
| 2. | RATINGS | |||
| Ratings: | The Notes to be issued have been rated: | |||
| Moody's Investors Service Limited: S&P Global Ratings UK Limited: Fitch Ratings Ltd.: A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The rating agencies above have following high-level descriptions of such ratings: - A rating of 'A' by Moody's Investors Service Limited is described by it as indicating obligations that are upper-medium grade and are subject to low |
A1 A+ A+ published the |
|||
| credit risk. The modifier '1' indicates that the obligation ranks in the higher end of its generic ranking category. - A rating of 'A' by S&P Global Ratings UK Limited is described by it as indicating an obligation that is somewhat more susceptible to the adverse effects of changes in circumstances and conditions than obligations in categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong. The modifier "+" shows relative standing within a major rating category. - A rating of 'A' by Fitch Ratings Ltd. is described by it as indicating expectations of low default risk. |
economic higher-rated |
The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. The modifier "+" may be appended to a rating indicating relative differences of probability of default or recovery for issues.
So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield: 4.83 per cent. per annum
The yield is calculated on the basis of the Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield.
| (a) | ISIN: | XS2533784174 |
|---|---|---|
| (b) | Common Code: | 253378417 |
Prohibition of Sales to EEA Retail Investors: Applicable
Prohibition of Sales to UK Retail Investors: Applicable
(a) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus.
(b) Estimated net proceeds: HKD 289,000,000
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