Regulatory Filings • May 12, 2023
Regulatory Filings
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Final Terms dated:11 May 2023
(a company incorporated in England with registered number 14259; the liability of its members is limited)
Issue of
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 of the Notes (the "Conditions") set forth in the Base Prospectus dated 26 May 2022 in relation to the above Programme, together with each supplement to the Base Prospectus relating to the Programme published by the Issuer after 26 May 2022 but before the issue date or listing date of the Notes, whichever is later, to which these Final Terms relate which together constitute a base prospectus ("Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation Rules sourcebook in the FCA handbook (the "UK Prospectus Rules") and must be read in conjunction with such Prospectus. However, a summary of the issue of the Notes is annexed to these Final Terms.
EU PRIIPs REGULATION - 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 (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, 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; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "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 PRIIPs Regulation.
UK 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, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("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; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 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.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 (the "CMP Regulations 2018") the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA), that the Notes are capital markets products other than "prescribed capital markets products" (as defined in the CMP Regulations 2018) and are Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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 Prospectus. The Prospectus is available for viewing during normal business hours at HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom and www.hsbc.com (please follow the links to 'Investors', 'Fixed income investors', 'Issuance programmes') and copies may be obtained from HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.
| 1. | Issuer: | HSBC Bank plc | |
|---|---|---|---|
| 2. | Tranche Number: | 1 | |
| 3. | Settlement Currency: | United States Dollar ("USD") | |
| 4. | Aggregate Principal Amount of Notes admitted to trading: |
||
| (i) Series: |
100,000 Notes (USD 7,562,000) | ||
| (ii) Tranche: |
100,000 Notes (USD 7,562,000) | ||
| 5. | Issue Price: | USD 75.62 | |
| 6. | Denomination(s): | USD 75.62 | |
| 7. | Issue Date: | 11 May 2023 | |
| 8. | Maturity Date: | 31 May 2024 |
| 9. | Default Rate: | SOFR plus 0.35%, compounded daily | ||
|---|---|---|---|---|
| "SOFR" means the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York (or a successor administrator). |
||||
| 10. | Additional Underlying Index-Linked Notes |
Payments | for | Not Applicable |
| PROVISIONS RELATING TO REDEMPTION |
| 11. | Percentage: | Redemption | Commission | 1.00% |
|---|---|---|---|---|
| 12. | Early Redemption Amount: | Fair Market Value | ||
| 13. | (i) | Buy-Back provisions: | Applicable | |
| (ii) | Buy-Back Start Date: | As per the Conditions | ||
| (iii) | Buy-Back End Date: | As per the Conditions | ||
| 14. | Administration Fee: | Not Applicable |
| Underlying Securities (including ISIN or other security identification code) |
Underlying Companies |
Number of Underlying Securities per Note |
Exchange(s) | Related Exchange(s) |
Underlying Currency(ies) |
China Connect Underlying / PRC Underlying / PRC Underlying that is B-Shares |
|||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary shares issued by the Underlying Company : SA000A0E AXM3 |
SAUDIA DAIRY & FOODS TUFF CO |
1 | Tadawul Sock Exchange |
None | SAR | Not applicable | |||
| (i) | Underlying Security(ies): | As specified in the above table | |||||||
| (ii) | Underlying Company(ies): |
As specified in the above table | |||||||
| (iii) | Exchange(s): | As specified in the above table | |||||||
| (iv) | Related Exchange(s): | As specified in the above table | |||||||
| (v) | Underlying Currencies: | As specified in the above table | |||||||
| (vi) | PRC Underlying: | No | |||||||
| (vii) | China Connect Underlying: |
No | |||||||
| (viii) | B-shares: | PRC Underlying that is | No | ||||||
| (ix) | Events: | Additional | Disruption | Increased Cost of Hedging, Currency Event | Change in Law, Insolvency Filing, Hedging Disruption, | ||||
| (b) | Underlying Fund-Linked Notes: | Not Applicable | |||||||
| (c) | Underlying ETF-Linked Notes: | Not Applicable | |||||||
| 16. | Linked Notes: | Provisions for Underlying Index | Not Applicable | ||||||
| 17. | Further provisions applicable to Underlying Index-Linked Notes: |
Not Applicable | |||||||
| VALUATION PROVISIONS | |||||||||
| 18. | Valuation Date(s): | 24 May 2024 | |||||||
| 19. | Valuation Time: | The definition in the Conditions applies |
| 20. | Form of Notes: | Registered Notes | ||
|---|---|---|---|---|
| 21. | If issued in bearer form: | Not Applicable | ||
| 22. | Exchange Date for exchange of Temporary Global Note: |
Not Applicable | ||
| 23. | If issued in registered form: | Applicable | ||
| - Initially represented by: | Combined Global Registered Note | |||
| - Combined Global Registered Note exchangeable at the option of the Issuer in circumstances where the Issuer would suffer a material disadvantage following a change of law or regulation: |
Yes | |||
| 24. | Payments: | |||
| (i) | Relevant Financial Centre Day: |
New York | ||
| (ii) | Business Centre(s): | New York and London | ||
| (iii) | Payment of Alternative Payment Currency Equivalent: |
Not Applicable | ||
| 25. | Redenomination: | Not Applicable | ||
| 26. | Supplementary Amount: | Not Applicable |
By: ...................................................................... Authorised Signatory
Date: ......................................................................
| 1. | (i) | Listing: | Application will be made to admit the Notes to listing on the Official List of the United Kingdom Financial Conduct Authority. No assurance can be given as to whether or not, or when, such application will be granted. |
|
|---|---|---|---|---|
| (ii) | Admission trading: |
to | Application will be made for the Notes to be admitted to trading on the main market of the London Stock Exchange plc. No |
application will be granted.
assurance can be given as to whether or not, or when, such
Save for any fees payable to the Dealer(s), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue. The Dealer(s) and their 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.
Details of past and further performance and volatility of the Underlying Securities are obtainable from the following display pages on Bloomberg and such information does not form part of this document: SADAFCO AB Equity HP (Source: Bloomberg Financial Markets Information Service). Additional details relating to the Underlying Securities and the issuer of the Underlying Securities are available on the following website of the issuer of such Underlying Securities: https://sadafco.com/. The Issuer confirms that the information sourced from Bloomberg Financial Markets Information Service and the website of the issuer of the Underlying Securities, SADAFCO AB has been accurately reproduced. As far as the Issuer is aware and is able to ascertain from information available from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.
| (ii) | If syndicated, names and addresses and underwriting commitments of other Dealers/ Lead Managers (if any): |
Not Applicable | |||
|---|---|---|---|---|---|
| (iii) | Date of Subscription Agreement: |
Not Applicable | |||
| (iv) | Stabilising Manager(s) (if any): |
Not Applicable | |||
| 6. | If Dealer: |
non-syndicated, name and address of Relevant |
HSBC Bank plc, 8 Canada Square, London E14 5HQ | ||
| 7. | restrictions: | Additional selling | Not Applicable | ||
| OPERATIONAL INFORMATION | |||||
| 8. | ISIN: | XS2623219081 | |||
| 9. | Common Code: | 262321908 | |||
| 10. | SEDOL: | BRS9416 | |||
| 11. | CUSIP: | Not Applicable | |||
| 12. | Valoren Number: | Not Applicable | |||
| 13. | Other identifier / code: | Not Applicable | |||
| 14. | Clearing System: | Euroclear | |||
| 15. | Common Depositary: | HSBC Bank plc | |||
| 16. | Settlement procedures: | Medium Term Note | |||
| 17. | Delivery: | Delivery against payment | |||
| 18. | Bearer Notes: | TEFRA Rules applicable to | TEFRA Not Applicable | ||
| 19. | Additional | U.S. federal income tax considerations: |
Not Applicable. The Notes are not Section 871(m) Notes for the purpose of Section 871(m). |
||
| 20. | Calculation Agent: | HSBC Bank plc | |||
| 21. | Principal | Paying Agent/Registrar/Issue Agent/Transfer Agent: |
HSBC Bank plc | ||
| 22. | (if any): | Additional Paying Agent(s) | Not Applicable |
Not Applicable
UNLESS:
ANY TRANSFER OF NOTES TO A KOREAN RESIDENT AS THE TERM IS DEFINED IN THE FOREIGN EXCHANGE TRANSACTION LAW OF THE REPUBLIC KOREA AND ITS PRESIDENTIAL DECREE SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.
ANY PLEDGE, SALE OR OTHER TRANSFER OF NOTES TO A PERSON THAT IS A MALAYSIAN RESIDENT AS THE TERM IS DEFINED IN THE PROSPECTUS SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE. THE FOREGOING SHALL NOT APPLY TO ANY PLEDGE, SALE OR OTHERWISE TRANSFER OF NOTES WHERE:
(A) SUCH PLEDGE, SALE OR TRANSFER TO OR FOR THE BENEFIT OF A RESIDENT IS WHOLLY CONDUCTED OUTSIDE MALAYSIA; AND
(B) THE INVESTMENT BY SUCH PERSON IN THE NOTES IS IN ACCORDANCE WITH THE PROVISIONS OF THE MALAYSIAN FINANCIAL SERVICES ACT 2013 OR THE MALAYSIAN ISLAMIC FINANCIAL SERVICES ACT 2013 AND THE FOREIGN EXCHANGE POLICY ISSUED THEREUNDER, OR IN ACCORDANCE WITH RELEVANT APPROVALS OBTAINED FROM THE CENTRAL BANK OF MALAYSIA THEREUNDER, AS THE CASE MAY BE.
THE SALE OR TRANSFER OF NOTES TO A SRI LANKAN NATIONAL RESIDENT IN SRI LANKA (INCLUDING ENTITIES INCORPORATED IN SRI LANKA), CONTRARY TO THE SRI LANKAN FOREIGN EXCHANGE LAW SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.
NO OFFERS OR DISTRIBUTIONS OF THE NOTES AND ANY DOCUMENTS RELATING TO THE NOTES ARE PERMITTED IN TAIWAN.
ANY SALE OR OTHER TRANSFER OF NOTES TO (I) A RESIDENT(S) OF THE PRC (EXCLUDING HONG KONG AND MACAU) FOR THE CURRENT PURPOSE) OR AN ENTITY(IES) DOMICILED IN THE PRC ("PRC PERSON"), (II) AN ENTITY(IES) OTHER THAN A FUND ESTABLISHED OUTSIDE THE PRC (INCLUDING SUCH ENTITY(IES) ESTABLISHED IN HONG KONG OR MACAU) THAT IS CONTROLLED BY A PRC PERSON(S), (III) AN ENTITY(IES) OTHER THAN A FUND ESTABLISHED OUTSIDE THE PRC (INCLUDING SUCH ENTITY(IES) ESTABLISHED IN HONG KONG OR MACAU) WHICH IS MORE THAN THIRTY PERCENT (30%) OWNED, DIRECTLY OR INDIRECTLY, BY A PRC PERSON(S) OR (IV) A FUND ESTABLISHED OUTSIDE THE PRC (INCLUDING A FUND ESTABLISHED IN HONG KONG OR MACAU) WHICH FUND IS: (A) A PUBLICLY OFFERED FUND THE MANAGEMENT COMPANY WHICH IS NOT INCORPORATED IN THE PRC, BUT IS CONTROLLED OR MORE THAN 30% OWNED, DIRECTLY OR INDIRECTLY, BY PRC PERSONS OR (B) A PUBLICLY OFFERED FUND THE MANAGEMENT COMPANY WHICH IS INCORPORATED IN THE PRC AND THE INVESTMENTS IN THE FUND FROM PRC PERSONS EXCEEDS 30% OF ASSETS UNDER MANAGEMENT; OR (C) A PRIVATELY PLACED FUND WHICH FUND IS CONTROLLED OR MORE THAN 30% OWNED, DIRECTLY OR INDIRECTLY, BY PRC PERSONS SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.
NOTES ARE NOT PERMITTED TO BE SOLD TO ANY HOLDER UTILISING FUNDS SOURCED FROM TAIWAN OR THE PRC FOR THE PURPOSES OF PURCHASING THE NOTES.
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (A) IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S) WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND (B) TO NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE) OR (D) TO THE ISSUER OR ITS AFFILIATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR THE RESALE OF NOTES REPRESENTED HEREBY. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.
EACH BENEFICIAL OWNER OF THIS NOTE OR AN INTEREST HEREIN AND ANY PARTY CAUSING THE BENEFICIAL OWNER TO PURCHASE OR HOLD ANY INTEREST IN THIS NOTE (SUCH AS AN INVESTMENT MANAGER), WILL BE DEEMED TO REPRESENT AND WARRANT (THE LATTER, IN ITS FIDUCIARY AND INDIVIDUAL CAPACITY) ON EACH DATE ON WHICH THE BENEFICIAL OWNER (OR ANY PARTY ON WHOSE BEHALF IT IS ACTING) ACQUIRES THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE BENEFICIAL OWNER (OR ANY PARTY ON WHOSE BEHALF IT IS ACTING) DISPOSES OF ITS INTEREST IN THIS NOTE THAT EITHER (A) SUCH BENEFICIAL OWNER IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE) ACTING ON BEHALF OF A "BENEFIT PLAN INVESTOR" AS DEFINED IN SECTION 3(42) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (ANY SUCH LAW OR REGULATION, A "SIMILAR LAW"), INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, THE INCLUSION OF WHICH FOR PURPOSES OF ERISA OR ANY SIMILAR LAW, AS THE CASE MAY BE, WOULD RESULT IN SUCH ENTITY BEING DEEMED A BENEFIT PLAN INVESTOR OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B)(i) SUCH BENEFICIAL OWNER'S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR AN INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AS A RESULT OF SATISFYING ALL OF THE APPLICABLE CONDITIONS OF ONE OR MORE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23 ISSUED BY THE U.S. DEPARTMENT OF LABOR OR SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE, OR SUCH OTHER PROHIBITED TRANSACTION EXEMPTION FOR WHICH THE PURCHASER OR TRANSFEREE (AND, IF APPLICABLE, ANY PERSON OR ENTITY ACTING ON BEHALF OF SUCH PURCHASER OR TRANSFEREE) DEMONSTRATES TO THE SATISFACTION OF THE ISSUER THAT ALL APPLICABLE CONDITIONS ARE SATISFIED (OR, IN THE CASE OF A GOVERNMENTAL, CHURCH PLAN OR NON-U.S. PLAN, WILL NOT RESULT IN A VIOLATION OF ANY SIMILAR LAW), AND (ii) IF IT IS A BENEFIT PLAN INVESTOR, (X) NONE OF THE ISSUER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES ("TRANSACTION PARTIES") HAS PROVIDED ANY INVESTMENT RECOMMENDATION OR INVESTMENT ADVICE TO THE BENEFIT PLAN INVESTOR, OR ANY FIDUCIARY OR OTHER PERSON INVESTING ON BEHALF OF THE BENEFIT PLAN INVESTOR OR WHO OTHERWISE HAS DISCRETION OR CONTROL OVER THE INVESTMENT AND MANAGEMENT OF "PLAN ASSETS" (A "PLAN FIDUCIARY"), ON WHICH EITHER THE BENEFIT PLAN INVESTOR OR PLAN FIDUCIARY HAS RELIED IN CONNECTION WITH THE DECISION TO INVEST IN THIS NOTE OR AN INTEREST HEREIN, (Y) THE TRANSACTION PARTIES ARE NOT OTHERWISE ACTING AS A "FIDUCIARY", AS THAT TERM IS DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(e)(3) OF THE CODE, TO THE BENEFIT PLAN INVESTOR OR PLAN FIDUCIARY IN CONNECTION WITH THE BENEFIT PLAN INVESTOR'S INVESTMENT IN THIS NOTE OR AN INTEREST HEREIN AND (Z) THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGEMENT IN EVALUATING THE TRANSACTION. "BENEFIT PLAN INVESTORS" INCLUDE (1) ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA), THAT IS SUBJECT TO PART 4 OF TITLE I OF ERISA, (2) ANY PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, INCLUDING, WITHOUT LIMITATION, INDIVIDUAL RETIREMENT ACCOUNTS AND KEOGH PLANS, THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY PURSUANT TO THE PLAN ASSET REGULATION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, 29 C.F.R. § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA.
ANY PLEDGE, SALE OR OTHER TRANSFER OF NOTES TO A PERSON THAT IS A VIETNAMESE RESIDENT (OTHER THAN A QUALIFIED VIETNAMESE ENTITY) AS THE TERMS ARE DEFINED IN THE PROSPECTUS AND/OR THE FINAL TERMS SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.
The information set out in this Annex relating to SAUDIA DAIRY & FOODSTUFF CO (the "Underlying Company") (Bloomberg: SADAFCO AB) provides a brief discussion of the business of the Underlying Company and the split-adjusted high, low and end-of-period closing prices for each Security for each calendar quarter in the period from 30 June 2005 to 30 March 2023 and daily from 2 April 2023 to 9 May 2023. The Issuer confirms that the information set out in this Annex relating to SAUDIA DAIRY & FOODSTUFF CO of the Underlying Company (the "Security") has been accurately reproduced from information available from the website of the issuer of the underlying Security,https://sadafco.com/ and Bloomberg Financial Markets Information Service. As far as the Issuer is aware and is able to ascertain from information available from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.
The Underlying Company is incorporated in Saudi Arabia.
The Underlying Company is SAUDIA DAIRY & FOODSTUFF CO.
The Security is listed on the Tadawul Stock Exchange.
| Date | Px High | Px Low | Px Last |
|---|---|---|---|
| 6/30/2005 | 129.10 | 93.00 | 113.80 |
| 9/29/2005 | 132.80 | 98.00 | 113.55 |
| 12/29/2005 | 127.00 | 104.00 | 122.60 |
| 3/30/2006 | 150.20 | 56.20 | 66.20 |
| 6/29/2006 | 92.25 | 23.50 | 77.00 |
| 9/28/2006 | 106.50 | 65.00 | 85.25 |
| 12/31/2006 | 89.00 | 27.50 | 31.75 |
| 3/29/2007 | 53.25 | 27.75 | 36.75 |
| 6/28/2007 | 56.00 | 32.00 | 37.75 |
| 9/30/2007 | 64.25 | 37.50 | 44.25 |
| 12/31/2007 | 50.25 | 41.75 | 46.25 |
| 3/31/2008 | 46.75 | 30.75 | 33.00 |
| 6/30/2008 | 43.75 | 32.50 | 39.00 |
| 9/30/2008 | 43.00 | 25.70 | 26.90 |
| 12/31/2008 | 24.25 | 15.7 | 17.4 |
| 3/31/2009 | 27.3 | 17.55 | 24.1 |
|---|---|---|---|
| 6/30/2009 | 36 | 23.45 | 34.1 |
| 9/30/2009 | 39.9 | 30.4 | 36.9 |
| 12/31/2009 | 46.20 | 36.00 | 42.20 |
| 3/31/2010 | 46.1 | 41.6 | 45.2 |
| 6/30/2010 | 55.25 | 38.5 | 41 |
| 9/30/2010 | 41.9 | 33.5 | 37.3 |
| 12/30/2010 | 45.8 | 37.5 | 42.3 |
| 3/31/2011 | 45.8 | 32.9 | 43 |
| 6/30/2011 | 49.4 | 41.4 | 44.8 |
| 9/29/2011 | 44.2 | 35 | 41 |
| 12/29/2011 | 47.3 | 39 | 46.5 |
| 3/29/2012 | 59.25 | 44.8 | 57 |
| 6/28/2012 | 63.5 | 53.5 | 55 |
| 9/30/2012 | 68.75 | 54.5 | 58.5 |
| 12/31/2012 | 65.5 | 55 | 64.75 |
| 3/31/2013 | 70.25 | 62.5 | 65.25 |
| 6/30/2013 | 90 | 65 | 86.75 |
| 9/30/2013 | 102.25 | 83.75 | 92.75 |
| 12/31/2013 | 96 | 85 | 86.25 |
| 3/31/2014 | 95.75 | 76 | 95.5 |
| 6/30/2014 | 119 | 94.75 | 100.94 |
| 9/30/2014 | 136 | 99.5 | 124.04 |
| 12/31/2014 | 133 | 111 | 118.94 |
| 3/31/2015 | 137 | 114 | 120.68 |
| 6/30/2015 | 147.75 | 118.25 | 142.95 |
| 9/30/2015 | 153 | 121.5 | 135.5 |
| 12/31/2015 | 148.25 | 102 | 112.01 |
| 3/31/2016 | 142.75 | 99.5 | 123.9 |
| 6/30/2016 | 157 | 120.25 | 148.9 |
| 9/29/2016 | 161.75 | 121 | 123.03 |
| 12/29/2016 | 133 | 113.5 | 124.54 |
|---|---|---|---|
| 3/30/2017 | 134 | 111 | 132.24 |
| 6/29/2017 | 137 | 117.8 | 124.13 |
| 9/28/2017 | 129.6 | 116 | 119.44 |
| 12/31/2017 | 138 | 113 | 130.93 |
| 3/29/2018 | 132.6 | 110 | 117.89 |
| 6/28/2018 | 119 | 87.6 | 94.2 |
| 9/30/2018 | 95.9 | 85.3 | 90 |
| 12/31/2018 | 105.6 | 70 | 100.4 |
| 3/31/2019 | 107.6 | 99 | 103.4 |
| 6/30/2019 | 121 | 102.6 | 115 |
| 9/30/2019 | 141.8 | 114 | 134 |
| 12/31/2019 | 144 | 117.2 | 143 |
| 3/31/2020 | 148 | 114.4 | 137 |
| 6/30/2020 | 175.2 | 136.6 | 165 |
| 9/30/2020 | 197 | 163 | 182.4 |
| 12/31/2020 | 187 | 165 | 175 |
| 3/31/2021 | 177.2 | 151.8 | 165.6 |
| 6/30/2021 | 184.8 | 163.2 | 180.4 |
| 9/30/2021 | 184.4 | 163 | 165 |
| 12/30/2021 | 177 | 155 | 165 |
| 3/31/2022 | 182 | 160 | 172.4 |
| 6/30/2022 | 181 | 161.4 | 163.2 |
| 9/29/2022 | 210.4 | 155 | 194 |
| 12/29/2022 | 239.8 | 194 | 216 |
| 3/30/2023 | 253 | 216.4 | 237.4 |
| Date | Px High | Px Low | Px Last |
|---|---|---|---|
| 5/9/2023 | 289.00 | 282.00 | 282.00 |
| 5/8/2023 | 287.00 | 283.60 | 283.60 |
| 5/7/2023 | 288.60 | 283.40 | 285.60 |
| 5/4/2023 | 289 | 282 | 285 |
| 5/3/2023 | 294.2 | 280.6 | 281.2 |
| 5/2/2023 | 301.4 | 279.4 | 294 |
| 5/1/2023 | 286.2 | 277.6 | 278.8 |
|---|---|---|---|
| 4/30/2023 | 282.8 | 278.6 | 282.4 |
| 4/27/2023 | 282 | 274.4 | 278.4 |
| 4/26/2023 | 277 | 269.8 | 274 |
| 4/25/2023 | 269 | 261.8 | 269 |
| 4/17/2023 | 265 | 261.8 | 261.8 |
| 4/16/2023 | 270 | 263.6 | 264.2 |
| 4/13/2023 | 269 | 260.4 | 265 |
| 4/12/2023 | 266.2 | 261 | 261.4 |
| 4/11/2023 | 266.4 | 263.2 | 264.4 |
| 4/10/2023 | 270.4 | 263.4 | 266.6 |
| 4/9/2023 | 276 | 268.2 | 272.2 |
| 4/6/2023 | 298.8 | 269 | 272.2 |
| 4/5/2023 | 271.8 | 247.6 | 271.8 |
| 4/4/2023 | 247.2 | 240.6 | 247.2 |
| 4/3/2023 | 240.8 | 239 | 240.6 |
| 4/2/2023 | 242 | 238.8 | 241.6 |
The historical prices of a Security should not be taken as an indication of future performance, and no assurance can be given that the price of a Security will perform sufficiently from year to year to cause the holders of the Notes to receive any return on their investment.
ISSUE SPECIFIC SUMMARY: 100,000 Notes (USD 7,562,000) Market Access Notes linked to ordinary shares issued by SAUDIA DAIRY & FOODSTUFF CO (the "Underlying Security") due May 2024 (the "Notes") ISSUED BY HSBC BANK PLC UNDER ITS PROGRAMME FOR THE ISSUANCE OF NOTES AND WARRANTS
This summary should be read as an introduction to the prospectus for the Notes (as defined below) comprised of the base prospectus dated 26 May 2022 relating to the issuance of Market Access Notes and Warrants under the Programme for the Issuance of Notes and Warrants and the supplements thereto (the "Base Prospectus") and the final terms in relation to the Notes (the "Final Terms" and together with the Base Prospectus, the "Prospectus" in relation to the Notes). Any decision to invest in the Notes should be based on consideration of the Prospectus as a whole by the investor. Investors could lose all or part of their invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the relevant national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only where this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Notes.
Who is the Issuer of the Notes?
The selected key financial information regarding the Issuer set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 December 2021 and 31 December 2022. References in the accompanying footnotes to numbered pages are to the corresponding numbered pages of the Issuer's 2022 Form 20-F unless otherwise stated.
| For the period (£m) | Footnote | Year Ended | ||
|---|---|---|---|---|
| 31 December 2021 | 31 December 2022 | |||
| Net interest income | 1,754 | 1,904 | ||
| Net fee income | 1,413 | 1,261 | ||
| Change in expected credit losses and other credit impairment charges |
174 | (222) | ||
| Net operating income before change in expected credit losses and other credit impairment charges |
2 | 6,120 | 4,646 | |
| (Loss)/profit before tax (reported basis) |
1,023 | (959) | ||
| (Loss)/profit before tax (adjusted basis) |
1 | 1,577 | 1,724 | |
| Profit/(loss) attributable to the parent company |
1,041 | (408) | ||
| At period-end (£m) | As at 31 December 2021 | As at 31 December 2022 | ||
| Total assets | 596,611 | 717,353 | ||
| Senior debt | 36,801 | 32,771 | ||
| Subordinated liabilities | 14,713 | 15,337 |
| For the period (£m) | Footnote | Year Ended | ||
|---|---|---|---|---|
| Loans and advances to customers |
91,177 | 72,614 | ||
| At period-end (£m) | As at 31 December 2021 | As at 31 December 2022 | ||
| Customer accounts | 205,241 | 215,948 | ||
| Total equity | 23,715 | 24,016 | ||
| Capital Ratios (%) | 3, 5 | As at 31 December 2021 | As at 31 December 2022 | |
| Common equity tier 1 | 17.8 | 16.8 | ||
| Total capital ratio | 31.9 | 31.7 | ||
| Leverage Ratio (fully phased in) |
4, 5 | 4.2 | 5.5 |
Adjusted performance is computed by adjusting reported results for the effect of significant items as detailed in the Issuer's 2022 Form 20-F on pages 16 to 19.
What are the key risks that are specific to the Issuer?
The Group's operations are subject to potentially unfavourable political, social, environmental and economic developments in the jurisdictions in which the Group operates, which may include; coups, wars or acts of terrorism; political and/or social instability; geopolitical tensions; climate change, acts of God, including epidemics and pandemics and natural disasters; and infrastructure issues, such as transportation or power failures. Each of the above could impact credit risk-weighted assets, and the financial losses caused by any of these risk events or developments could impair asset values and the creditworthiness of customers.
These risk events or developments could also give rise to disruption to the Group's services and some could result in physical damage to its operations and/or risks to the safety of its personnel and customers. Geopolitical tensions could have significant ramifications for the Group and its customers and could have a material adverse impact on the Group's business, financial condition, results of operations, prospects and strategy, as well as on the Group's customers.
The Group's earnings are affected by global and local economic and market conditions. In particular, the Group has faced and may continue to face the following challenges to its operations and operating model in connection with these factors: the Russia-Ukraine war and its economic repercussions; the Covid-19 pandemic and its impact on global economies; the current high levels of sovereign indebtedness in some markets; the demand for borrowing from creditworthy customers may diminish during periods of recession or where economic activity slows or remains subdued; the Group's ability to borrow from other financial institutions or to engage in funding transactions may be adversely affected by market disruption; and market developments may depress consumer and business confidence beyond expected levels. The occurrence of any of these events or circumstances could have a material adverse effect on the Group's business, financial condition, results of operations, prospects and customers.
The scale and complexity of transformation to deliver the infrastructure required to drive financial and operational efficiency and resilience improvements is significant. The Group's strategy is based on assumptions regarding the economic, geopolitical, legal and regulatory environment, technology, customer needs and the competition – as the external environment changes the Group's strategy may need to adapt. The failure to successfully deliver or achieve any of the expected benefits of key strategic initiatives could have a material adverse effect on the Group's business, financial condition, results of operations, prospects and reputation.
ESG-related matters such as climate change, society's impact on nature and human rights violations introduce risks to the Group's business, customers and wider society. If any of these risks materialise, this could have financial and non-financial impacts for the Group which could, in turn, have a material adverse effect on its business, financial condition, results of operations, reputation, prospects and strategy.
Meeting the demand to recruit, retain and develop appropriate senior management and skilled personnel remains subject to a number of challenges. If one of the Group's business units fails to staff its operations appropriately or loses one or more of their key senior executives and fails to successfully replace them in a satisfactory and timely manner, or fails to implement successfully the organisational changes required to support the Group's business, this could place the Group at a significant competitive disadvantage and prevent it from successfully implementing its strategy, which could have a material adverse effect on the Group's financial condition, results of operations and prospects, including control and operational risks.
The Group uses models for a range of purposes in managing its business, including regulatory capital calculations, stress testing, credit approvals, calculation of ECLs on an IFRS 9 basis, financial crime and fraud risk management and financial reporting. The Group could face adverse consequences as a result of decisions that may lead to actions by management, based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood or the use of such information for purposes for which it was not designed or by inherent limitations arising from the uncertainty inherent in predicting or estimating future outcomes. If key capital models significantly underestimate risks or do not meet critical regulatory requirements, the Group could be required to hold additional capital. Risks arising from the use of models, including reputational, could have a material adverse effect on the Group's business, financial condition, capital position, results of operations and prospects.
The discontinuation of certain key inter-bank rates such as the London Interbank Offered Rate, and the adoption of alternative replacement near risk-free rates ("RFRs") by the market, and the development of alternate RFR products by the Group, introduce a number of risks for the Group, its clients, and the financial services industry more widely. Such risks include legal risks, financial risks, pricing risks, resilience and operational risks and conduct risks.
What are the main features of the Notes?
Noteholders will receive two types of payment in respect of the Notes: the "Final Redemption Amount" and, any "Additional Payments", each as detailed below.
The Final Redemption Amount will be the greater of 0.03 per cent. of the issue price per Note and the Net Realisable Sale Price per Note. The Net Realisable Sale Price shall be the Realisable Sale Price per Note less the Administration Fee. The Realisable Sale Price per Note will be equal to:
in each case, less any costs and converted into the currency of the Notes (if applicable).
If, during the period from and including the Issue Date to but including the final valuation date in relation to the Notes, the Underlying Securities are marked on the relevant exchange as ex-dividend or ex-distribution, then, where in the determination of the Calculation Agent, such dividend or distribution is to be paid, the Issuer shall make an Additional Payment per Note calculated as follows:
in each case, less any costs and converted into the currency of the Notes (if applicable).
The occurrence of a Potential Adjustment Event or an Extraordinary Event in relation to the Underlying may result in adjustments to the conditions of the Notes or early redemption of the Notes.
Early redemption for illegality - If the Calculation Agent determines that the performance of the Issuer's obligations has become unlawful or impracticable in whole or in part for any reason, the Issuer will be entitled to redeem the Notes and pay the relevant investor an amount per Note equal to the fair market value of such Note or such other amount specified in the Final Terms.
Early redemption for taxation reasons- If the Issuer were required under the terms and conditions of the Notes (as applicable) (the "Conditions") to pay additional amounts in respect of tax, the Issuer may subject to prior notice to the holders of such Notes, redeem all but not some only, of such Notes and pay the relevant investor an amount per Note equal to the fair market value of such Note or such other amount specified in the relevant Final Terms.
Modification and substitution - Modifications to the Conditions may be made without the consent of any holders of Notes to cure any ambiguity or manifest error or correct or supplement any Conditions provided that: (i) the modification is not materially prejudicial to the interest of holders of Notes; (ii) the modification is of a formal, minor or technical nature or is to correct a manifest error or is to comply with mandatory provisions of the law of the Issuer's jurisdiction of incorporation; or (iii) the modification corrects inconsistency between the Conditions and the relevant termsheet relating to the Notes. The Notes permit the substitution of the Issuer with its affiliates without the consent of any holders of Notes where the Issuer provides an irrevocable guarantee of the affiliate's obligations.
Events of default of the Notes - The following events constitute events of default (each, an "Event of Default") under the Notes and would entitle the Noteholder to accelerate the Notes: (i) the Issuer fails to remedy a default in the repayment of any principal and/or the payment of any Additional Payment and/or Supplementary Amount due on the Notes, in each case within 14 days of notice of such default having been given by any Noteholder, provided that the reason for nonpayment is not compliance with any fiscal or other law or regulation or court order, or that there is doubt as to the validity of such law, regulation or order in accordance with independent legal advice from advisers which is acceptable to HSBC Bank plc, acting in its capacity as principal paying agent (the "Principal Paying Agent"); or (ii) the passing of a winding-up order in relation to the Issuer. On an Event of Default the Notes will be redeemed against payment of an amount per Note equal to the fair market value of such Note.
Meetings of Noteholders - The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
Taxation - All payments by the Issuer in respect of the Notes will be made without deduction of any taxes, duties and other similar charges, including United Kingdom taxes, unless the Issuer is required by law to withhold or deduct any such taxes. Therefore, Noteholders may be liable for and/or subject to any taxes, duties and other similar charges, including withholding tax, stamp duty, stamp duty reserve tax and/or similar transfer taxes, payable in respect of the Notes.
In addition, investors of the Notes, by their purchase of the Notes, will be deemed to have given certain representations, warranties, undertakings, acknowledgements and agreements
Application will be made to admit the Notes to the Official List of the United Kingdom Financial Conduct Authority and to trading on the regulated market of the London Stock Exchange plc.
The Notes are direct, unsubordinated and unsecured obligations of the Issuer and not of any other person. If the Issuer's financial position were to deteriorate, there could be a risk that the Issuer would not be able to meet its obligations under the Notes (the Issuer's credit risk), and investors would not be able to enforce security as a method of recouping payments due under the Note. In a worst case scenario, investors in the Notes could lose all of their invested amounts.
The Notes are not ordinary debt securities. The Notes do not pay interest and, depending on the performance of the Underlying as well as certain other factors (including changes in currency exchange rates, changes in interest rates, time remaining to redemption, dividend rates on the Underlying or the Component Securities or, where applicable, the number and type of Underlyings included in a basket to which the relevant Notes relate), may upon redemption return less than the amount invested or nothing.
An investment in the Notes is not equivalent to an investment in the Underlying. Ownership of the Notes does not confer any legal or beneficial interest or any voting or dividend rights in the Underlying or the Component Securities and the value of the Notes may not exactly correlate with the value of the Underlying to which the Notes relate.
Consequences of Disruption. The occurrence of certain events (including but not limited to disruption in relation to the Underlying and/or the exchange on which the Underlying is traded, increased cost of the hedging arrangements and/or currency exchange restriction or disruptions may lead to suspension or postponement of payments, postponement or adjustment of valuations, adjustment of terms agreed to by the holders of Notes or early redemption of the Notes which may have an adverse effect on the value of the Notes and the position of Noteholders.
Illegality or changes in tax law may cause the Notes to be redeemed early. In such circumstances, the Issuer may pay a sum representing the fair market value of such Notes. As a result holders of Notes will forgo any future appreciation in the relevant Underlying and may suffer a loss of some or all of their investments.
Commission, cost of hedging and taxes may be borne by Noteholders. The Issue Price of the Notes may include fees, commission and hedging costs, or such amounts may be deducted from the Final Redemption Amount. Payments under the Notes may be decreased to take into account the effect of taxes, duties or other similar charges and Noteholders will bear the cost of all taxes, duties or other similar charges payable in connection with the subscription, purchase or holding of such Note and any payments under the Notes (in each case including any taxes or duties imposed or increased by a change of tax law or practice).
Currency and Settlement Risks. Amounts payable under the Notes will be payable in the Settlement Currency. Following the imposition or modification of exchange restrictions and controls, the Issuer may suspend its obligations to make any payment under any Notes and holders shall not be entitled to any interest or other compensation in respect of any such suspension. As the Underlying is referenced in SAR, amounts payable under the Notes may be affected by multiple currency conversion costs which may be passed on to investors.
Emerging market risks: The Underlying in relation to the Notes is located in or listed on an exchange in Saudi Arabia. Investments in emerging markets, and specifically Saudi Arabia, are subject to greater risks than well-developed western markets. Institutions relied upon for the efficient functioning of capital markets, such as stock exchanges, economic, legal and regulatory institutions, systems for the clearing, settlement and registration of securities, may be less developed. Political conditions in certain geographic locations where the issuers of Underlyings may operate may be volatile or unstable, and there could be increased price volatility.
Under which conditions and timetable can I invest in this security?
The Prospectus has been prepared solely in connection with the admission of Notes to trading on a regulated market pursuant to the UK Prospectus Regulation. There will be no public offer of the Notes.
Expenses in respect of the listing of Notes are not charged directly by the Issuer or Dealer(s) to the investor.
The Prospectus has been prepared solely in connection with the admission of Notes to trading on a regulated market pursuant to the UK Prospectus Regulation.
Use of Proceeds: The net proceeds from the issue of Notes will be used by the Issuer for profit making or risk hedging purposes.
Conflicts of Interest: The Issuer or its affiliates may engage in hedging or other transactions involving the Underlying which may have a positive or negative effect on the value of the Underlying and therefore on the value of any Notes to which they relate. Certain affiliates of the Issuer may also be the counterparty to the hedge of the Issuer's obligations under an issue of Notes and the Calculation Agent is responsible for making determinations and calculations in connection with the Notes in its sole and absolute discretion acting in good faith. The Issuer or its affiliates may from time to time advise the issuer or obligors of, or publish research reports relating to, the Underlying. The views or advice may have a positive or negative effect on the value of the Underlying and may be inconsistent with purchasing or holding the Notes relating to the Underlying.
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