DJ DGAP-Adhoc: HSBC Bank plc: Consent Solicitation (Covered Bond Programme)

HSBC Bank plc Key word(s): Miscellaneous

31.05.2011 15:02

Release of an ad hoc announcement pursuant to Art. 72 KR
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HSBC BANK PLC ANNOUNCES A CONSENT SOLICITATION IN RELATION TO ITS
OUTSTANDING EUR1,500,000,000 SERIES 1 COVERED BONDS DUE 2011 (ISIN:
XS0273910793), GBP400,000,000 SERIES 2 COVERED BONDS DUE 2012 (ISIN:
XS0279428733), CHF300,000,000 SERIES 3 COVERED BONDS DUE 2017 (ISIN:
CH0029630131) AND JPY10,000,000,000 SERIES 4 COVERED BONDS DUE 2017 (ISIN:
XS0309671195) (each a Covered Bond and together, theCovered Bonds)

31 May 2011

Overview

HSBC Bank plc (the Issuer) announced today its invitation to holders of the
outstanding Covered Bonds to vote in respect of an Extraordinary Resolution
in respect of the Covered Bonds. The Extraordinary Resolution will approve
and assent to a covered bondholder proposal (the Covered Bondholder
Proposal) which includes, amongst other things:

(a) the restructure of the Issuer's EUR25,000,000,000 Global Covered
Bond Programme (the Programme) to remove Halphen Mortgage Backed Securities
PLC (the RMBS Member) as a member in the LLP and the termination of the
ability of the RMBS Member to issue residential mortgage-backed securities
(RMBS) backed by the interest of the RMBS Member in the LLP and to
generally bring the Programme into conformity with other UK regulated
covered bond programmes;

(b) the removal of Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies, Inc. (S&P) from the Programme with the effect
that the S&P rating will be removed from each Series of Covered Bonds; and

(c) the appointment of Deutsche Trustee Company Limited as the new
Covered Bond Trustee and LLP Security Trustee following the resignation of
Law Debenture Trust Company of New York.

The Covered Bondholder Proposal is made on the terms and subject to the
conditions contained in the Consent Solicitation Memorandum dated 31 May
2011 (the Consent Solicitation Memorandum).

The Consent Solicitation Memorandum has been submitted to the National
Storage Mechanism and is available for inspection at
www.Hemscott.com nsm.do.

As part of the restructuring of the Programme, it is intended that, on or
prior to the implementation of the Covered Bondholder Proposal, Series 5-11
Covered Bonds totalling GBP14 billion will be redeemed in full. Upon the
implementation of the Covered Bondholder Proposal, the Cover Pool will be
reconstituted which, following the redemption of the Series 5-11 Covered
Bonds, will result in an overall increase in the percentage of
overcollateralisation. Further details of the proposed Cover Pool
following the reconstitution are set out in the Consent Solicitation
Memorandum.

There will be a single meeting of all holders of Covered Bonds held at
10:00 a.m. (London time) (11:00 a.m. CET) on 22 June 2011 at the offices of
Allen & Overy LLP, One Bishops Square, London E1 6AD (the Meeting).

The Issuer proposes to amend the Transaction Documents and the Conditions
in respect of each Series of Covered Bonds as set out in the Global Deed of
Novation and Amendment and the ISDA Deed of Novation and Amendment, to
effect the Covered Bondholder Proposal.

The Covered Bondholder Proposal, if passed by the requisite majority of
Covered Bondholders, will, subject to it not being withdrawn by the Issuer,
be implemented as soon as practicable after the relevant consents and
instructions are delivered which is expected to be within 20 London
Business Days after the date of the Meeting or, (if applicable) of the date
of any adjournment of such Meeting (the Implementation Date).

Consent Fee

As part of the Covered Bondholder Proposal, if the Extraordinary Resolution
is passed, a consent fee will be payable by the Issuer to each Covered
Bondholder who delivers an Electronic Voting Instruction in favour of the
Extraordinary Resolution to the Tabulation Agent prior to the Early Voting
Deadline and does not withdraw such Electronic Voting Instruction at any
time after it has been given (the Consent Fee). The Consent Fee payable to
an individual Covered Bondholder will be payable to it on the
Implementation Date and will be an amount equal to 0.05 per cent. of the
Principal Amount Outstanding of the Covered Bonds which are the subject of
such Electronic Voting Instruction.

The Consent Fee will not be payable if the Covered Bondholder Proposal is
not implemented in full, even if the Extraordinary Resolution is approved
at the Meeting. No Consent Fee will be payable to any Covered Bondholder
other than as set out above.

The Early Voting Deadline is 5:00 p.m. (London Time) (6:00 p.m. CET) on 14
June 2011.

Capitalised terms used in this announcement have the meanings ascribed to
them in the Consent Solicitation Memorandum.

Copies of the latest draft of the Global Deed of Novation and Amendment,
the ISDA Deed of Novation and Amendment and copies of the Consent
Solicitation Memorandum, the Mortgage Transfer Deed, the Servicing
Agreement, the Asset Monitor Agreement, the Intercompany Loan Agreement,
the LLP Deed, the LLP Cash Management Agreement, the Basis Rate Swap
Agreement, the Bank Account Agreement, the LLP Security Deed, the Trust
Deed, the Agency Agreement, the LLP Corporate Services Agreement, the LM
Corporate Services Agreement, the Jersey Corporate Services Agreement, the
Master Definitions and Construction Agreement, the Supplemental LLP
Security Deed and any other Transaction Document being amended pursuant to
the Global Deed of Novation and Amendment will be made available for
inspection by holders of the Covered Bonds, as indicated, at the specified
office of the Tabulation Agent.

For further information:

A complete description of the terms and conditions of the Covered
Bondholder Proposal and the Consent Solicitation are set out in the Consent
Solicitation Memorandum. Further details on the transaction can be obtained
from:

The Solicitation Agent:

HSBC Bank plc
8 Canada Square
London E14 5HQ
Attn: Liability Management Group
Tel: +44 20 7991 5110
Email: liability.management@hsbcib.com

Requests for information in relation to voting and attendance at the
Meeting and requests for copies of the Consent Solicitation Memorandum
should be directed to:

The Tabulation Agent:

Deutsche Bank AG
Winchester House
1 Great Winchester Street
London EC2N 2DB
Attn: Trust & Securities Services
Tel: +44 20 7547 5000
Email: Xchange.offer@db.com

DISCLAIMER: This announcement must be read in conjunction with the Consent
Solicitation Memorandum. The Consent Solicitation Memorandum contains
important information which should be read carefully before any decision is
made with respect to the Covered Bondholder Proposal. If any Covered
Bondholder is in doubt as to the action it should take, it is recommended
to seek its own financial advice, including in respect of any tax
consequences, immediately from its stockbroker, bank manager, solicitor,
accountant or other independent financial adviser. Any individual or
company whose Covered Bonds are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such entity if
it wishes to vote in respect of the Covered Bondholder Proposal. None of
the Issuer, the Solicitation Agent or the Tabulation Agent for the Covered
Bonds makes any recommendation as to whether or not or how holders of the
Covered Bonds should vote in respect of the Covered Bondholder Proposal.

The distribution of this announcement and the Consent Solicitation
Memorandum in certain jurisdictions may be restricted by law and persons
into whose possession this announcement and the Consent Solicitation
Memorandum comes are requested to inform themselves about, and to observe,
any such restrictions. This announcement shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale
of, these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful.







31.05.2011 News transmitted by EquityStory AG.
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Language: English
Company: HSBC Bank plc
8 Canada Square
E14 5HQ London
Großbritannien
Phone: +44 (0)20 7991 8888
Fax:
E-mail: pressoffice@hsbc.com
Internet: www.hsbc.com
ISIN: GB0005296354
Swiss Security Number: 936273
Listed: SIX

End of Announcement EquityStory News-Service

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(END) Dow Jones Newswires

May 31, 2011 09:03 ET (13:03 GMT)