REG - HSBC UK Bank PLC - Doc re. (Notice to Covered Bondholders)

HSBC HoldingsAnnouncement

10/06/2025 17:15

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RNS Number : 2636M  HSBC UK Bank PLC  10 June 2025

 

NOTICE TO COVERED BONDHOLDERS

 

HSBC UK BANK PLC ("the Issuer")

 

NOTICE OF AMENDMENT OF THE £25 BILLION GLOBAL COVERED BOND PROGRAMME OF THE
ISSUER

On 9 June 2025, HSBC UK Bank plc amended the Master Definitions and
Construction Agreement, the Account Bank Agreement and the Intercompany Loan
Agreement in respect of its €25 billion Global Covered Bond Programme, which
is unconditionally and irrevocably guaranteed as to payments by HSBC UK
Covered Bonds LLP, to reflect certain changes to the definitions, the opening
of a new LLP Covered Bond Account denominated in Euro and amendments to the
schedule relating to the use of proceeds of Covered Bonds specified as "Green
Bonds".

 

A copy of the Amendment Deed dated 9 June 2025 between, amongst others, HSBC
UK Bank plc and HSBC UK Covered Bonds LLP (the "Amendment Deed") is available
for inspection on the investor portal. To access such portal, please paste the
following URL into the address bar of your browser:
https://www.about.hsbc.co.uk/hsbc-uk/regulated-covered-bond-programme
(https://www.about.hsbc.co.uk/hsbc-uk/regulated-covered-bond-programme) .

 

This notice is given by HSBC UK Bank plc in its capacity as Issuer (whose
contact details are as set out below).

 

Address: 1 Centenary Square, Birmingham, B1 1HQ

Email: email HBUK_Securedfunding@hsbc.com

For the attention of: HSBC UK Asset Liability and Capital Management Team

 

The Bond Trustee and the Security Trustee assume no responsibility or
liability for the contents of this notice and make no recommendations as to
any action to be taken with respect to this notice

 

DISCLAIMER - INTENDED ADDRESSEES

IMPORTANT: You must read the following before continuing: The following
applies to the Amendment Deed and any other transaction documents (together,
the "Transaction Documents", which expression includes any documents
incorporated by reference therein) available by clicking on the link above and
you are therefore advised to read this carefully before reading, accessing or
making any other use of the Transaction Documents . In accessing the
Transaction Documents, you agree to be bound by the following terms and
conditions, including any modifications to them, any time you receive any
information from us as a result of such access.

NOTHING IN THIS ELECTRONIC PUBLICATION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE COVERED BONDS OF HSBC UK BANK PLC IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
COVERED BONDS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES
LAWS OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION OF THE U.S. AND
THEREFORE MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT
OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT (REGULATION S)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE TRANSACTION DOCUMENTS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND, IN PARTICULAR,
MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART
IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Please note that the information contained in the base prospectus (and any
supplementary prospectuses relating thereto) in respect of the Global Covered
Bond Programme (the "Base Prospectus") may be addressed to and/or targeted at
persons who are residents of particular countries (specified in the Base
Prospectus) only and is not intended for use and should not be relied upon by
any person outside these countries and/or to whom the offer contained in the
Base Prospectus is not addressed. Prior to relying on the information
contained in the Base Prospectus you must ascertain from the Base Prospectus
whether or not you are part of the intended addressees of the information
contained therein.

Confirmation of your Representation: In order to be eligible to view the Base
Prospectus, the Transaction Documents or make an investment decision with
respect to any Bonds issued or to be issued pursuant to the Base Prospectus or
the Transaction Documents, you must be a person other than a U.S. person
(within the meaning of Regulation S under the Securities Act). By accessing
the Base Prospectus and/or the Transaction Documents, you shall be deemed to
have represented that you and any customers you represent are not a U.S.
person, and that you consent to delivery of the Base Prospectus (and any
supplementary prospectus relating thereto) and/or the Transaction Documents
via electronic publication.

You are reminded that the Base Prospectus and/or the Transaction Documents
have been made available to you on the basis that you are a person into whose
possession the Base Prospectus and/or the Transaction Documents may be
lawfully delivered in accordance with the laws of the jurisdiction in which
you are located and you may not, nor are you authorised to, deliver the Base
Prospectus and/or any Transaction Document to any other person.

The Base Prospectus does not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are
not permitted by law. If a jurisdiction requires that the offering be made by
a licensed broker or dealer and the underwriters or any affiliate of the
underwriters is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by the underwriters or such affiliate on behalf of
HSBC UK Bank plc in such jurisdiction. Under no circumstances shall the Base
Prospectus constitute an offer to sell, or the solicitation of an offer to
buy, nor shall there be any sale of any Bonds issued or to be issued pursuant
to the Base Prospectus or any Transaction Documents, in any jurisdiction in
which such offer, solicitation or sale would be unlawful.

The Transaction Documents have been sent to you in an electronic form. You are
reminded that documents transmitted via this medium may be altered or changed
during the process of electronic transmission and consequently none of HSBC UK
Bank plc, HSBC UK Covered Bonds LLP, HSBC Bank plc, the relevant Dealer(s) (as
defined in the Base Prospectus) nor any person who controls it nor any
director, officer, employee or agent of it or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any
difference between the Base Prospectus distributed to you in electronic format
and the hard copy version available to you on request from HSBC UK Bank plc.

 

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