HSBC France â¬ 20,000,000,000 Euro Medium Term Note Programme

More documents

Recommendations

Info

GENERAL INFORMATION(1) This Base Prospectus has been approved by the CSSF, as competent authority in Luxembourg for thepurposes of the Prospectus Directive.Application has been made for the delivery by the CSSF of a certificate of approval specifying that theBase Prospectus has been drawn up in accordance with the Prospectus Directive to the Autorité desmarchés financiers (AMF), as competent authority in France for the purposes of the ProspectusDirective. In compliance with Article 18 of the Prospectus Directive, such notification may also bemade from time to time at the Issuer's request to any other competent authority of any other MemberState of the EEA.(2) The Issuer has obtained all necessary consents, approvals and authorisations in France in connectionwith the establishment of the Programme. Any issuance of Notes under the Programme, to the extentthat such Notes constitute obligations under French law, require the decision of the Board ofDirectors (Conseil d'Administration) of the Issuer or, as the case may be, the decision of any personacting by delegation of the Board of Directors (Conseil d'Administration) of the Issuer. For thispurpose the Board of Directors (Conseil d'Administration) of the Issuer has delegated on 25 July2012 to its Chief Executive Officer (Directeur Général), Jean Beunardeau, and pursuant to proposalof the latter, to its Executive Director and Deputy Chief Executive Officer (Administrateur etDirecteur Général Délégué) Gilles Denoyel, and to Xavier Boisseau, Franck Carminati, Nathalie GayGuggenheim, Philippe Moiroud and Nathalie Safar, all powers to issue obligations and to determinetheir final terms and conditions, up to a maximum aggregate amount of € 10,000,000,000 for 1 yearfrom 25 July 2012. Any drawdown of Notes, to the extent that such Notes do not constituteobligations under French law, fall within the general powers of the directeur général or a directeurgénéral délégué of the Issuer.(3) Except as disclosed on pages 44 to 47, there has been no significant change in the financial positionof the Issuer or the Group since 30 June 2012.(4) There has been no material adverse change in the prospects of the Issuer or the Group since 31December 2011.(5) Neither the Issuer nor any other member of the Group is or has been involved in any governmental,legal or arbitration proceedings (including any such proceeding which are pending or threatened ofwhich the Issuer is aware), during a period covering at least the previous 12 months which may have,or have had in the recent past, significant effects on the financial position or profitability of theIssuer.(6) Application may be made for Notes to be accepted for clearance through Clearstream Luxembourg(42 avenue JF Kennedy, 1855 Luxembourg, Luxembourg), Euroclear (boulevard du Roi Albert II,1210 Bruxelles, Belgique) and Euroclear France (115 rue Réaumur, 75081 Paris cedex 02, France).The Common Code and the International Securities Identification Number (ISIN) or the identificationnumber for any other relevant clearing system for each Series of Notes will be set out in the relevantFinal Terms.(7) This Base Prospectus will be published on the websites of (a) the Luxembourg Stock Exchange(www.bourse.lu) during at least a period of twelve months from the date of the Base Prospectus and(b) the Issuer (www.hsbc.fr). So long as Notes are admitted to trading on any Regulated Market ofthe EEA and/or offered to the public in any Member State of the EEA in accordance with theProspectus Directive, the relevant Final Terms and Base Prospectus will be published on the websitesof the (a) Luxembourg Stock Exchange (www.bourse.lu) and (b) Issuer (www.hsbc.fr/1/2/hsbc-118
france/entreprises-institutionnels/placements/nos-solutions-de-placement-individuelles/emissionsobligataires).(8) So long as Notes are capable of being issued under the Programme, copies of the followingdocuments will, when published, be available, free of charge, during usual business hours on anyweekday (Saturdays and public holidays excepted), at the registered office of the Issuer and at thespecified office of the Paying Agent(s) for the time being in Paris:(i)(ii)(iii)(iv)(v)(vi)the statuts of the Issuer;the consolidated audited financial statements of the Issuer in respect of the financial yearsended 31 December 2010 and 2011;the most recently published annual consolidated audited financial statements of the Issuer andthe most recently published unaudited consolidated semi-annual financial statements of theIssuer;the Agency Agreement (which includes the form of Lettre Comptable, the Temporary GlobalCertificates, the Definitive Materialised Notes, the Coupons and the Talons);a copy of this Base Prospectus together with any supplement to this Base Prospectus or furtherBase Prospectus; anda copy of the Final Terms for Notes that are (i) listed on the Official List of the LuxembourgStock Exchange and admitted to trading on the Regulated Market of the Luxembourg StockExchange or any other Regulated Market of the EEA and/or (ii) offered to the public in anyMember State of the EEA, in accordance with the Prospectus Directive, so long as such Notesare outstanding. Final Terms relating to Notes not listed and admitted to trading nor offered tothe public in a Member State of the EEA will only be available for inspection by a holder ofsuch Note and such holder must produce evidence satisfactory to the Issuer and the PayingAgent as to its holding of Notes and identity.(9) For certain information as to the taxation of saving income, see "Taxation" in page 90 above.(10) The price and amount of Notes to be issued under the Programme will be determined by the Issuerand each relevant Dealer at the time of issue in accordance with prevailing market conditions.(11) In relation to any Tranche of Fixed Rate Notes, an indication of the yield in respect of such Notes willbe specified in the applicable Final Terms. The yield is calculated at the Issue Date of the Notes onthe basis of the relevant Issue Price. The yield indicated will be calculated as the yield to maturity asat the Issue Date of the Notes and will not be an indication of future yield.119
Page 1 and 2:
Base Prospectus dated 14 December 2
Page 3 and 4:
The Arranger and the Dealers have n
Page 5:
Other than as set out above, neithe
Page 8 and 9:
actions of any Authorised Offeror,
Page 10 and 11:
Notes 30 June 2012 30 June 2011(in
Page 12 and 13:
Global Asset Management is recognis
Page 14 and 15:
effected directly or via their resp
Page 16 and 17:
specifies “Contractual Masse”,
Page 18 and 19:
continuity of such market if one de
Page 20 and 21:
RESUME EN FRANÇAIS DU PROGRAMMELes
Page 22 and 23:
au sein duGroupeB.9 Prévision oues
Page 24 and 25:
à l’Emetteurprésentant unintér
Page 26 and 27:
titre du Règlement (CE) N° 1060/2
Page 28 and 29:
C.9 Intérêts,échéance etmodalit
Page 30 and 31:
· Le risque de liquidité : se dé
Page 32 and 33:
E.2bRaisons del’offre etutilisati
Page 34 and 35:
2. Risks related to the structure o
Page 36 and 37:
The European Commission intends in
Page 38 and 39:
any Note as a result of the imposit
Page 40 and 41:
addition, certain proposals contain
Page 42 and 43:
Government and monetary authorities
Page 44 and 45:
DOCUMENTS INCORPORATED BY REFERENCE
Page 46 and 47:
INFORMATION INCORPORATED BY REFEREN
Page 48 and 49:
SUPPLEMENT TO THE BASE PROSPECTUSIf
Page 50 and 51:
interest, if any, payable thereunde
Page 52 and 53:
(i)(ii)(iii)on the same basis as th
Page 54 and 55:
circumstances in which the Notes wi
Page 56 and 57:
Noteholder or in fully registered f
Page 58 and 59:
accordance with Condition 15. Any b
Page 60 and 61:
For the purposes of these Condition
Page 62 and 63:
The fraction is:If dd2 = 31and dd1
Page 64 and 65:
Interest Period Date means each Int
Page 66 and 67:
For the purposes of this sub-paragr
Page 68 and 69: Date shall be the Early Redemption
Page 70 and 71: Redemption Amount to be notified to
Page 72 and 73: To exercise such option or any othe
Page 74 and 75: (g)CancellationAll Notes purchased
Page 76 and 77: (including Luxembourg so long as th
Page 78 and 79: 2000 on the taxation of savings inc
Page 80 and 81: The Masse alone, to the exclusion o
Page 82 and 83: In accordance with Article R.228-71
Page 84 and 85: (c)Any notice given by publication
Page 86: RECENT DEVELOPMENTSOn 11 December 2
Page 89 and 90: In the case of Materialised Notes w
Page 91 and 92: a bank account opened in a financia
Page 93 and 94: CorporationsThere is no withholding
Page 95 and 96: 2012 [and the supplement[s] to the
Page 97 and 98: (ii) Interest Payment Date(s): [•
Page 99 and 100: (ii) Day Count Fraction: [Actual/Ac
Page 101 and 102: Masse) applies, insert below detail
Page 103 and 104: PART B - OTHER INFORMATION1. LISTIN
Page 105 and 106: 5. Fixed Rate Notes only - YIELD[No
Page 107 and 108: the public the amount of the offer:
Page 109 and 110: [ANNEX -ISSUE SPECIFIC SUMMARY][ins
Page 111 and 112: SUBSCRIPTION AND SALESubject to the
Page 113 and 114: of the Issuer of any of its content
Page 115 and 116: For the purposes of this provision,
Page 117: AndorraAny investor purchasing the
show all

HSBC France â¬ 20,000,000,000 Euro Medium Term Note Programme

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?

HSBC France â¬ 20,000,000,000 Euro Medium Term Note Programme