52WW Hsbc Bk. 4.75%

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

LONDON, Nov. 15, 2022 /PRNewswire/ -- HSBC Bank plc (the "Issuer") announces today the results of its invitation to the holders of: (a) the GBP 300,000,000 6.500 per cent. subordinated notes due July 2023 (ISIN: XS0088317853); (b) the USD 300,000,000 7.650 per cent. subordinated notes due May 2025 (ISIN: US597433AC57); (c) the GBP 350,000,000 5.375 per cent. subordinated notes due November 2030 (ISIN: XS0204377310); (d) the GBP 500,000,000 5.375 per cent. subordinated notes due August 2033 (ISIN: XS0174470764); (e) the GBP 225,000,000 6.250 per cent. subordinated notes due January 2041 (ISIN: XS0120514335); and (f) the GBP 600,000,000 4.750 per cent. subordinated notes due March 2046 (ISIN: XS0247840969) (each a "Series" and together, the "Notes") to tender any and all such Notes for purchase by the Issuer for cash (together the "Offers" and each an "Offer").

The Offers were made on the terms and subject to the conditions set out in a tender offer memorandum dated 7 November 2022 (the "Tender Offer Memorandum") including the offer and distribution restrictions set out in the Tender Offer Memorandum and, where applicable, the related notice of guaranteed delivery. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

The Offers expired at 5:00 p.m. (New York City time) on 14 November 2022 (the "Expiration Deadline").

The Issuer was advised by the Tender Agent that, as of the Expiration Deadline, the aggregate principal amount of each Series of Notes as specified in the table below were validly tendered and not validly withdrawn. Settlement of the Offers and payment of the Purchase Consideration and Accrued Interest Payments in respect of the Notes accepted for purchase is expected to take place on the 17 November 2022 (the "Settlement Date").

Notes purchased by the Issuer pursuant to the Offers will be cancelled and will not be re-issued or resold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.

The Dealer Manager

HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Telephone (London): +44 (0) 20 7992 6237
Telephone (US Collect): +1 (212) 525-5552
Telephone (US Toll Free): +1 (888) HSBC-4LM
Attention: Liability Management
Email: liability.management@hsbcib.com 

The Tender Agent

Global Bondholder Services Corporation
65 Broadway – Suite 404
New York, New York 10006

Telephone:
Banks and Brokers call: + (212) 430 3774
All others call toll free: + (855) 654 2014
Attention: Corporate Actions
Email: contact@gbsc-usa.com
Website: https://www.gbsc-usa.com/hsbctender/     

DISCLAIMER

The offer period for the Offers has now expired. No further tenders of any Notes may be made pursuant to the Offers (except for Noteholders tendering Notes at or prior to the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures). This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Tender Offer Memorandum contain important information, which must be read carefully. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser. None of the Issuer, the Dealer Manager, the Tender Agent or their respective directors, employees or affiliates have any liability or responsibility in respect of any decision of a Noteholder as to their decision of whether to participate in the Offers.

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SOURCE HSBC Bank Plc.