HSBC France ⬠20,000,000,000 Euro Medium Term Note Programme
HSBC France ⬠20,000,000,000 Euro Medium Term Note Programme
HSBC France ⬠20,000,000,000 Euro Medium Term Note Programme
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53<br />
Listing and admission to<br />
trading:<br />
Offer to the public:<br />
Rating:<br />
Selling Restrictions:<br />
The Luxembourg Stock Exchange’s Regulated Market and/or any other<br />
Regulated Markets in the EEA in accordance with the Prospectus Directive or<br />
an unregulated stock exchange or market as specified in the relevant Final<br />
<strong>Term</strong>s. As specified in the relevant Final <strong>Term</strong>s, a Series of <strong>Note</strong>s may be<br />
unlisted and not admitted to trading.<br />
The <strong>Note</strong>s may be offered to the public in any Member State of the EEA only if<br />
so specified in the relevant Final <strong>Term</strong>s and in accordance with any applicable<br />
laws and regulations.<br />
<strong>Note</strong>s issued under the <strong>Programme</strong> may, or may not, be rated. The rating (if<br />
any) will be specified in the relevant Final <strong>Term</strong>s. A rating is not a<br />
recommendation to buy, sell or hold securities and may be subject to<br />
suspension, change, or withdrawal at any time by the assigning rating agency.<br />
There are restrictions on the offer and sale of <strong>Note</strong>s and the distribution of<br />
offering material in various jurisdictions. See "Subscription and Sale". In<br />
connection with the offering and sale of a particular Tranche, additional selling<br />
restrictions may be imposed which will be set out in the relevant Final <strong>Term</strong>s.<br />
The Issuer is Category 2 for the purposes of Regulation S under the United<br />
States Securities Act of 1933, as amended.<br />
Materialised <strong>Note</strong>s will be issued in compliance with U.S. Treas. Reg. §1.163-<br />
5(c)(2)(i)(D) (the "D Rules") unless (i) the relevant Final <strong>Term</strong>s states that<br />
such Materialised <strong>Note</strong>s are issued in compliance with U.S. Treas. Reg.<br />
§1.163-5(c)(2)(i)(C) (the "C Rules") or (ii) such Materialised <strong>Note</strong>s are issued<br />
other than in compliance with the D Rules or the C Rules but in circumstances<br />
in which the <strong>Note</strong>s will not constitute "registration required obligations" under<br />
the United States Tax Equity and Fiscal Responsibility Act of 1982<br />
("TEFRA"), which circumstances will be referred to in the relevant Final<br />
<strong>Term</strong>s as a transaction to which TEFRA is not applicable.<br />
Dematerialised <strong>Note</strong>s do not require compliance with the TEFRA Rules.<br />
Available information:<br />
So long as <strong>Note</strong>s are capable of being issued under the <strong>Programme</strong>, copies of<br />
documents relating to the Issuer (notably statuts and financial statements), this<br />
Base Prospectus together with all supplements thereto from time to time and<br />
the Final <strong>Term</strong>s related to <strong>Note</strong>s listed and admitted to trading on a Regulated<br />
Market of the EEA or offered to the public in a Member State of the EEA, in<br />
each case in accordance with the Prospectus Directive, and the Agency<br />
Agreement will, when published, be available during usual business hours on<br />
any weekday (Saturdays, Sundays and public holidays excepted), at the<br />
registered office of the Issuer and at the specified office of the Paying Agent(s).<br />
The Base Prospectus together with all supplements thereto from time to time<br />
and the Final <strong>Term</strong>s related to <strong>Note</strong>s listed and admitted to trading on a<br />
Regulated Market of the EEA or offered to the public in a Member State of the<br />
EEA, in each case in accordance with the Prospectus Directive will be<br />
available on the website of the Issuer (www.hsbc.fr) and on the website of the<br />
Luxembourg Stock Exchange (www.bourse.lu ).