PRICING SUPPLEMENT
Pricing Supplement dated 18 December 2017
HSBC Bank plc
Programme for the Issuance of Notes and Warrants Issue of
BRL 2,900,000 Dual Currency Fixed Rate Notes due December 2021 PART A - CONTRACTUAL TERMS
This document constitutes the pricing supplement (the "Pricing Supplement") relating to the issue of the Tranche of Notes described herein and must be read in conjunction with the offering memorandum dated 9 June 2017 as supplemented from time to time (the "Offering Memorandum"). 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 such Offering Memorandum. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Memorandum. The Offering Memorandum is available for viewing at HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom and www.hsbc.com (please follow the links to 'Investor relations', 'Fixed income investors', 'Issuance programmes') and copies may be obtained from HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.
The Offering Memorandum does not comprise (i) a prospectus for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of Directive 2003/71/EC as amended (the "Prospectus Directive"). The Offering Memorandum has been prepared solely with regard to Notes that are not to be admitted to listing or trading on any regulated market for the purposes of Directive 2004/39/EC and not to be offered to the public in a Member State (other than pursuant to one or more of the exemptions set out in Article 3.2 of the Prospectus Directive).
It is advisable that investors considering acquiring any Notes understand the risks of transactions involving the Notes and it is advisable that they reach an investment decision after carefully considering, with their financial, legal, regulatory, tax, accounting and other advisers, the suitability of the Notes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investment portfolio) and the information contained in the Offering Memorandum and this Pricing Supplement. Investors should consider carefully the risk factors set forth under "Risk Factors" in the Offering Memorandum.
1. Issuer: HSBC Bank plc
2. Tranche number: 1
(i) Settlement Currency: Japanese Yen (“JPY”) (ii) Denomination Currency: Brazilian Real (“BRL”) 4. Aggregate Principal Amount:
(i) Series: BRL 2,900,000
(ii) Tranche: BRL 2,900,000
5. Issue Price: 100 per cent of the Aggregate Principal Amount
6. (i) Denomination(s): (Condition 2)
BRL 1,000
(ii) Calculation Amount: BRL 1,000 (iii) Aggregate Outstanding
Nominal Amount Rounding:
Not applicable
7. (i) Issue Date: 19 December 2017
(ii) Interest Commencement Date: 20 December 2017
(iii) Trade Date: 7 November 2017
8. Maturity Date: (Condition 7(a))
20 December 2021 subject to adjustment in accordance with the Modified Following Business Day Convention and the cities specified in the definition of Business Centre(s) shall be applicable for the definition of “Business Day”. 9. Change of interest or redemption basis: Not applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 10. Fixed Rate Note provisions:
(Condition 4) Applicable
(i) Rate(s) of Interest: 7.10 per cent. per annum payable semi-annually in arrear.
(ii) Interest Payment Date(s): Semi-annually, on 20 June and 20 December in each year, commencing on 20 June 2018 and ending on the Maturity Date, each subject to adjustment in accordance with the Modified Following Business Day Convention for the purposes of payment only, not for accrual of interest and the cities specified in the definition of Business Centre(s) shall be
applicable for the definition of “Business Day”.
(iii) Fixed Coupon Amount(s): BRL 35.50 per Calculation Amount in relation to all Interest Periods.
Any amount of interest will be payable in the Settlement Currency and the Fixed Coupon Amount(s) will be converted from the Denomination Currency into the Settlement Currency by reference to the Conversion Rate with the resulting amount being rounded to the nearest JPY 1, with JPY 0.5 being rounded upwards.
For further details please refer to paragraph 25.
(iv) Day Count Fraction: 30/360, provided, however, that for the purpose of calculating the amount of interest payable on an Interest Payment Date, the relevant Interest Period shall run from and including an Interest Payment Date to but excluding the following Interest Payment Date, subject to No Adjustment, except that (a) the initial Interest Period shall commence on and include the Interest Commencement Date and (b) the final Interest Period shall end on but exclude the Maturity Date. (v) Business Day Convention Modified Following
(vi) Business Centre(s) London, Tokyo, New York and Brazil Business Day
"Brazil Business Day" means a business day in any of São Paulo, Rio de Janeiro or Brasilia
(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes
Not applicable
11. Floating Rate Note provisions: (Condition 5)
Not applicable
12. Zero Coupon Note provisions:
(Condition 6) Not applicable
13. Equity/ Index-Linked Interest Note and other variable-linked interest Note provisions:
PROVISIONS RELATING TO REDEMPTION
14. Issuer's optional redemption (Call Option):
(Condition 7(c))
Not applicable
15. Noteholder's optional redemption (Put Option):
(Condition 7(d))
Not applicable
16. Final Redemption Amount of each Note: (Condition 7(a))
100.00 per cent. per the Calculation Amount.
The Final Redemption Amount will be paid in the Settlement Currency with the Final Redemption Amount calculated being converted from the Denomination Currency into the Settlement Currency by reference to the Conversion Rate. The amount in the Settlement Currency shall be rounded to the nearest JPY 1, with JPY 0.5 being rounded upwards.
For further details please refer to paragraph 25.
17. Final Redemption Amount of each Note in cases where the Final Redemption Amount is Index-Linked or other variable-linked:
Not applicable
18. Instalment Notes:
(Condition 7(a)) Not applicable
19. Early Redemption:
(i) Early Redemption Amount (upon redemption for taxation reasons or illegality):
(Conditions 7(b) or 7(f))
Fair Market Value
The Early Redemption Amount will be paid in the Settlement Currency with the Early Redemption Amount calculated being converted from the Denomination Currency into the Settlement Currency by reference to the Conversion Rate. The amount in the Settlement Currency shall be rounded to the nearest JPY 1, with JPY 0.5 being rounded upwards.
For further details please refer to paragraph 25.
(ii) Early Redemption Amount (upon redemption following an Event of Default): (Condition 11)
Fair Market Value
The Early Redemption Amount will be paid in the Settlement Currency with the Early Redemption Amount calculated
being converted from the Denomination Currency into the Settlement Currency by reference to the Conversion Rate. The amount in the Settlement Currency shall be rounded to the nearest JPY 1, with JPY 0.5 being rounded upwards.
For further details please refer to paragraph 25.
(iii) Other redemption provisions: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES 20. Form of Notes:
(Condition 2(a)) Bearer Notes
21. New Global Note: No
22. If issued in bearer form:
(i) Initially represented by a Temporary Global Note or Permanent Global Note:
Temporary Global Note
(ii) Temporary Global Note exchangeable for Permanent Global Note and/or Definitive Notes:
(Condition 2(a))
Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only in limited circumstances specified in the Permanent Global Note
(iii) Permanent Global Note exchangeable at the option of the Issuer in circumstances where the Issuer would suffer material disadvantage following a change of law or regulation:
Yes
(iv) Coupons to be attached to Definitive Notes:
Yes
(v) Talons for future Coupons to be attached to Definitive Notes:
No
23. Exchange Date for exchange of Temporary Global Note:
Not earlier than the date which is 40 days after the Issue Date
24. If issued in registered form (other than Uncertificated Registered Notes):
Not applicable
25. Payments: (Condition 9)
(i) Relevant Financial Centre Day: London, Tokyo, New York and Brazil Business Day
(ii) Payment of Alternative Payment Currency Equivalent:
Not applicable
(iii) Conversion provisions Applicable in respect of interest payments under the Notes, Final Redemption Amount and Early Redemption Amount. The Conversion Rate is expressed as the reciprocal number of the ask side of the JPY/BRL PTAX Rate, as determined by the Calculation Agent in good faith and such rate shall be rounded to the nearest two decimal places with 0.005 being rounded upwards
“JPY/BRL PTAX Rate” means the JPY/BRL exchange rate expressed as the number of BRL per one JPY and published on the Conversion Rate Fixing Page at the Conversion Rate Fixing Time on the relevant Conversion Rate Fixing Date.
- Conversion Rate Business Days:
in respect of interest payments under the Notes, Final Redemption Amount and Early Redemption Amount, London, Tokyo, New York and Brazil Business Day
- Conversion Rate Fixing Date: in respect of interest payments under the Notes, Final Redemption Amount and Early Redemption Amount, Condition 1 applies
- Cross Currency Exchange Rate:
Not Applicable
- Conversion Rate Fixing Page: in respect of interest payments under the Notes, Final Redemption Amount and Early Redemption Amount, the Banco Central do Brasil’s website (www.bcb.gov.br; see “Cotações e boletins” or any successor website determined by the Calculation Agent acting in good faith, herein referred to as, the “Banco Central do Brasil’s Website”). The JPY/BRL PTAX Rate may also be published on Bloomberg Page <BZFXJPY Index> (or its successor page for the purpose of
displaying such rate). For the avoidance of doubt, the rate on the Banco Central do Brasil’s Website will be used for all purposes if there is any inconsistency between the rate on such Bloomberg Page and the rate on the Banco Central do Brasil’s Website.
- Conversion Rate Fixing Time: in respect of interest payments under the Notes, Final Redemption Amount and Early Redemption Amount, at or around 1.15 p.m., São Paulo time
- Denomination Currency Jurisdiction:
Federative Republic of Brazil
- Settlement Currency Jurisdiction:
Japan
- Conversion Rate Fall-Back provisions:
Provided that no FX Disruption is occurring on the Conversion Rate Fixing Date, if, with respect to any Conversion Rate Fixing Date, either (a) the Conversion Rate is unavailable for any reason, or (b) BRL12 is available and BRL12 differs from the USD/BRL PTAX Rate for such date by 3% of BRL12 or more, then the relevant Conversion Rate shall equal to the USD/JPY Rate divided by the BRL12 and such rate shall be rounded to the nearest two decimal places with 0.005 being rounded upwards.
“BRL12” means the EMTA BRL Industry Survey Rate which is the USD/BRL foreign exchange rate expressed as the number of BRL per one USD, as published on EMTA’s website: http://www.emta.org/ at or around 3:45 p.m., São Paulo time on the relevant Conversion Rate Fixing Date.
“USD/BRL PTAX Rate” means the BRL/USD asked rate for USD, expressed as the number of BRL per one USD, for settlement in two São Paulo and New York Business Days reported by the Banco Central do Brasil’s Website at or around 1:15 p.m., São Paulo time on the relevant Conversion Rate Fixing Date and which may also appear on Bloomberg Page <BZFXPTAX Index>
(or its successor page for the purpose of displaying such rate) provided the rate on the Banco Central do Brasil’s Website will be used for all purposes if there is any inconsistency between the rate on Bloomberg Page and the rate on the Banco Central do Brasil’s Website. In the event that for any reason USD/BRL PTAX Rate is unavailable on the relevant Conversion Rate Fixing Date, such rate will be assumed to equal to the BRL12 rate for that day.
“São Paulo and New York Business Day” means a day on which commercial banks and foreign exchange markets settle payments generally in both São Paulo and New York.
“USD/JPY Rate” means the USD/JPY bid exchange rate expressed as the number of JPY per one USD and determined by WM Company and published on the Bloomberg Screen "WMCO1" page, screen 7 (or any substitute or successor page for the purpose of displaying such rate) at or around 4:00 p.m., GMT time on the relevant Conversion Rate Fixing Date. Additional Disruption Fallback Provisions: In the event that if (i) JPY/BRL PTAX Rate is not available and (ii) BRL12 and/or USD/JPY Rate are not available, then the Conversion Rate for such Conversion Rate Fixing Date shall be determined by the Calculation Agent in its discretion.
If an FX Disruption is occurring on the Conversion Rate Fixing Date, then the provisions of Condition 9(f)(Y) shall apply (provided, however, that Condition 9(e) shall not apply)
(iv) Underlying Currency Pair provisions:
Not applicable
(v) Price Source Disruption: Not applicable (vi) EM Price Source Disruption Not applicable
(vii) LBMA Physical Settlement provisions:
Not applicable
26. Redenomination: (Condition 10)
Not applicable
27. Other terms: Not applicable
28. Valuation Date Not applicable
DISTRIBUTION
29. (i) If syndicated, names of Relevant Dealer(s):
Not applicable
(ii) If syndicated, names of other Dealers (if any):
Not applicable
30. Prohibition of Sales to EEA Retail Investors:
Not applicable
31. Selling restrictions: TEFRA D Rules
United States of America: Notes may not be offered or sold within the United States of America or, to or for the account or the benefit of, a US Person (as defined in Regulation S). 32. Exemption(s) from requirements under
Directive 2003/71/EC (as amended) (the "Prospectus Directive"):
Not applicable. This offer is made exclusively to investors outside the European Economic Area
33. Additional U.S. federal income tax considerations:
Not applicable. The Notes are not Section 871(m) notes for the purpose of Section 871(m).
34. Additional selling restrictions: Not applicable
CONFIRMED HSBC BANK PLC
By:
Authorised Signatory Date: 10 November 2017
PART B - OTHER INFORMATION 1. LISTING
(i) Listing Not applicable
(ii) Admission to trading Not applicable (iii) Estimated total expenses of
admission to trading: Not applicable 2. RATINGS
Ratings: The Notes are not rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealers and Lead Manager (if any) so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue. The Dealers and Lead Managers 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.
4. YIELD
Indication of yield: Not applicable
5. PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING
Not applicable
OPERATIONAL INFORMATION
6. ISIN Code: XS1717196239
7. Common Code: 171719623
8. CUSIP: Not applicable
9. Valoren Number Not applicable
10. SEDOL: Not applicable
12. Intended to be held in a manner which would allow Eurosystem eligibility:
No
Whilst the designation is specified as "No" at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them, then the Issuer may (in its absolute discretion) elect to deposit the Notes with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
13. Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
None
14. Delivery: Delivery against payment
15. Settlement procedures: Medium Term Note 16. Additional Paying Agent(s) (if any): None
17. Common Depositary: HSBC Bank plc
18. Calculation Agent: HSBC Bank plc
