18 November 2022
NOTICE TO COVERED BONDHOLDERS
THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE BENEFICIAL OWNERS OF THE COVERED BONDS. IF APPLICABLE, ALL DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS AS SOON AS POSSIBLE. IF BENEFICIAL OWNERS OF THE COVERED BONDS ARE IN ANY DOUBT AS TO THE MATTERS REFERRED TO IN THIS NOTICE, THEY SHOULD CONSULT THEIR STOCKBROKER, LAWYER, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER WITHOUT DELAY.
The distribution of this notice may be restricted by law in certain jurisdictions and persons into whose possession this notice comes are requested to inform themselves about, and to observe, any such restrictions.
If you have recently sold or otherwise transferred your entire holding(s) of Covered Bonds, you should immediately forward this notice to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
HSBC UK BANK PLC
1 Centenary Square
Birmingham
B1 1HQ
(the "Issuer")
NOTICE OF AMENDMENT TO INTEREST RATE SWAP CONFIRMATION RELATING TO THE €25 BILLION GLOBAL COVERED BOND PROGRAMME OF THE ISSUER
Series 2022-1 £500,000,000 Regulated Covered Bonds due August 2027 (ISIN: XS2532381352 Common Code: 253238135) (the "Covered Bonds")
We refer to the trust deed originally dated 26 March 2021 between the Issuer and CSC Trustees Limited as Security Trustee and Bond Trustee (as amended and restated from time to time, the "Trust Deed"), including the terms and conditions of the Covered Bonds set out at Schedule 1 thereto (the "Conditions"). Capitalised terms used but not otherwise defined in this notice shall have the meanings and constructions given to them in the Conditions.
NOTICE IS HEREBY GIVEN to the holders of the Covered Bonds (as the existing Covered Bondholders) that, in accordance with Condition 14 (Meetings of Covered Bondholders, Modification, Waiver and Substitution) and Clause 21.1 (Modification) of the Trust Deed, the Issuer and the Interest Rate Swap Provider have made certain amendments (the "Amendments") to the Interest Rate Swap Confirmation dated 13 July 2022 (as previously amended and restated on 13 September 2022) (the "Interest Rate Swap Confirmation") as follows:
1. To amend the definition of "GBP_SONIA_COMPOUND" to include the following formula at the end of the definition:
"
2. To amend the definition of "LLP Calculation Period" to add the underlined wording below and remove the wording that is struck through:
"LLP Calculation Period" means each period from, and including, the first calendar 11th day of each calendar month to, but excluding and including, the first calendar 10th day of the next following calendar month, except that the initial LLP Calculation Period shall commence on, and include, the Effective Date, and the final LLP Calculation Period shall end on, but exclude, the Termination Date.
3. To amend the definition of "Weighted Average Fixed Rate" to add the underlined wording below:
"Weighted Average Fixed Rate" means, in respect of an LLP Calculation Period, the weighted average (by outstanding True Balance) of the fixed rates of interest as at the first day of the relevant LLP Calculation Period charged to borrowers of Fixed Rate Mortgages which are Performing Mortgage Loans as notified to the Calculation Agent by the Servicer in accordance with the provisions of the Servicing Agreement, provided that such amount will not include any Mortgage in respect of which HSBC UK Bank plc (in any capacities) has breached a material obligation.
The Amendments have been made to the Interest Rate Swap Confirmation pursuant to a second amended and restated interest rate swap confirmation dated 17 November 2022 (the "Second Amended and Restated Swap Confirmation"). Copies of the Second Amended and Restated Swap Confirmation are available for inspection free of charge at www.hsbc.com (please follow links to 'Investors', 'Fixed income investors', 'Covered Bonds') and during normal business hours at the office of the Principal Paying Agent at 8 Canada Square, London E14 5HQ.
For further information, please contact:
HSBC UK Bank Plc
1 Centenary Square
Birmingham
B1 1HQ
Email: HBUK_Securedfunding@hsbc.com
This is a notice from the Issuer and not the Bond Trustee or the Security Trustee. 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.
This notice is given by:
HSBC UK Bank Plc
as Issuer