Doc re. (Notice to Covered Bondholders)

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.

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 [e-mail]

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.

 

END