1.
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Series No.:
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944
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2.
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Aggregate Principal
Amount:
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HKD 840,000,000
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3.
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Issue Price:
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HKD 840,000,000.00, which is 100.00
percent of the Aggregate Principal Amount
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4.
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Issue Date:
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October 25, 2024
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5.
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Form of Notes
(Condition 1(a)):
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Bearer only.
The Notes will initially be represented by a
temporary global note in bearer form (the "Temporary Bearer Global Note").
Interests in the Temporary Bearer Global Note will, not earlier
than the Exchange Date, be exchangeable for interests in a
permanent global note in bearer form (the "Permanent Bearer Global Note").
Interests in the Permanent Bearer Global Note will be exchangeable
for definitive Notes in bearer form ("Definitive Bearer Notes"), in the
following circumstances: (i) if the Permanent Bearer Global Note is
held on behalf of a clearing system and such clearing system is
closed for business for a continuous period of fourteen (14) days
(other than by reason of holidays, statutory or otherwise) or
announces its intention to permanently cease business or does in
fact do so, by any such holder giving written notice to the Global
Agent; and (ii) at the option of any such holder upon not less than
sixty (60) days' written notice to the Bank and the Global Agent
from Euroclear and Clearstream, Luxembourg on behalf of such
holder; provided, that no such exchanges will be made by the Global
Agent, and no Noteholder may require such an exchange, during a
period of fifteen (15) days ending on the due date for any payment
of principal on the Notes.
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6.
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New Global Note:
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No
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7.
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Authorized Denomination(s)
(Condition 1(b)):
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HKD 1,000,000.00
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8.
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Specified Currency
(Condition 1(d)):
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Hong Kong Dollar ("HKD")
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9.
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Specified Principal Payment
Currency
(Conditions 1(d) and 7(h)):
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HKD
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10.
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Specified Interest Payment
Currency
(Conditions 1(d) and 7(h)):
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HKD
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11.
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Maturity Date
(Condition 6(a); Fixed Interest Rate and Zero Coupon):
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October 25, 2029
The Maturity Date is subject to
adjustment in accordance with the Business Day
Convention.
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12.
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Interest Basis
(Condition 5):
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Fixed Interest Rate (Condition
5(I))
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13.
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Interest Commencement Date
(Condition 5(III)):
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Issue Date (October 25,
2024)
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14.
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Fixed Interest Rate (Condition
5(I)):
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|
|
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(a) Interest Rate:
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3.25 percent per annum
|
|
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(b) Fixed Rate Interest Payment
Date(s):
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Annually in arrear on October 25 in each year,
commencing on October 25, 2025, up to and including the Maturity
Date.
The Fixed Rate Interest Payment Date is subject to
adjustment in accordance with the Business Day Convention.
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|
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(c) Business Day Convention:
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Modified Following Business Day
Convention
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|
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(d) Fixed Rate Day Count
Fraction(s):
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Actual/365 (Fixed)
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15.
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Relevant Financial
Center:
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Hong Kong, New York and
London
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16.
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Relevant Business Days:
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Hong Kong, New York and
London
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17.
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Issuer's Optional Redemption
(Condition 6(e)):
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No
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18.
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Redemption at the Option of the
Noteholders (Condition 6(f)):
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No
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19.
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Early Redemption Amount (including
accrued interest, if applicable) (Condition 9):
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In the event
the Notes become due and payable as provided in Condition 9
(Default), the Early
Redemption Amount with respect to each Authorized Denomination will
be HKD 1,000,000.00 plus accrued and unpaid interest, if any, as
determined in accordance with "14. Fixed Interest Rate (Condition
5(I))".
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20.
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Governing Law:
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New York
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Other Relevant Terms
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1.
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Listing:
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None
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2.
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Details of Clearance System Approved
by the Bank and the
Global Agent and Clearance and
Settlement Procedures:
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Euroclear Bank SA/NV and/or
Clearstream Banking S.A.
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3.
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Syndicated:
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No
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4.
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Commissions and
Concessions:
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No commissions or concessions are
payable in respect of the Notes. An affiliate of the Dealer has
arranged a swap with the Bank in connection with this transaction
and will receive amounts thereunder that may comprise
compensation.
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5.
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Estimated Total Expenses:
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The Dealer has agreed to pay for all
material expenses related to the issuance of the Notes.
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6.
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Codes:
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|
|
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(a) Common Code:
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292051239
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|
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(b) ISIN:
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XS2920512394
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7.
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Identity of Dealer:
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HSBC Bank PLC
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8.
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Provisions for Bearer
Notes:
|
|
|
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(a) Exchange Date:
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Not earlier than November 25, 2024,
which is the date that is 40 (forty) days after the Issue
Date.
|
|
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(b) Permanent Global Note:
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Yes
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|
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(c) Definitive Bearer Notes:
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No, except in the limited
circumstances described under "Form of Notes" herein and in the
Prospectus
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9.
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Intended to be held in a manner
which would allow Eurosystem eligibility:
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Not Applicable
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10.
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Selling Restrictions:
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(a) United
States:
Under the provisions of Section
11(a) of the Inter-American Development Bank Act, the Notes are
exempted securities within the meaning of Section 3(a)(2) of the
U.S. Securities Act of 1933, as amended, and Section 3(a)(12) of
the U.S. Securities Exchange Act of 1934, as amended.
Notes in bearer form are subject to
U.S. tax law requirements and may not be offered, sold or delivered
within the United States or its possessions or to U.S. persons,
except in certain circumstances permitted by U.S. tax
regulations.
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|
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(b) United
Kingdom:
The Dealer represents and agrees
that (a) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (the
"FSMA")) received by it in connection with the issue or sale of the
Notes in circumstances in which Section 21(1) of the FSMA does not
apply to the Bank, and (b) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by
it in relation to such Notes in, from or otherwise involving the
UK.
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|
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(c) Hong
Kong:
The Dealer has not offered or sold
and will not offer or sell in Hong Kong, by means of any document,
any Notes other than (i) to "professional investors" as defined in
the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance; or (ii) in other circumstances
which do not result in the document being a "prospectus" as defined
in the Companies (Winding Up and Miscellaneous Provisions)
Ordinance (Cap. 32) of Hong Kong or which do not constitute an
offer to the public within the meaning of that Ordinance; and
The Dealer has not issued or had in
its possession for the purposes of issue, and will not issue or
have in its possession for the purposes of issue, whether in Hong
Kong or elsewhere, any advertisement, invitation or document
relating to the Notes, which is directed at, or the contents of
which are likely to be accessed or read by, the public of Hong Kong
(except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Notes which are or are
intended to be disposed of only to persons outside Hong Kong or
only to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong and any rules made under
that Ordinance.
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(d) Japan:
The Dealer represents that it is
purchasing the Notes as principal and has agreed that in connection
with the initial offering of Notes, it has not offered or sold and
will not directly or indirectly offer or sell any Notes in Japan or
to, or for the benefit of, any resident of Japan (including any
Japanese corporation or any other entity organized under the laws
of Japan), or to others for re-offering or resale, directly or
indirectly, in Japan or to, or for the benefit of, any resident of
Japan (except in compliance with the Financial Instruments and
Exchange Law of Japan (Law no. 25 of 1948, as amended) and all
other applicable laws and regulations of Japan), and furthermore
undertakes that any securities dealer to whom it sells any Notes
will agree that it is purchasing the Notes as principal and that it
will not offer or sell any Notes, directly or indirectly, in
Japan or to or for the benefit of any resident of Japan (except as
aforesaid).
(e)
Singapore:
In the case of the Notes being
offered into Singapore in a primary or subsequent distribution, and
solely for the purposes of its obligations pursuant to Section 309B
of the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA"), the Bank has determined, and hereby notifies all relevant
persons (as defined in Section 309A of the SFA) that the Notes are
"prescribed capital markets products" (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018 of
Singapore) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
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(f)
General:
No action has been or will be taken
by the Bank that would permit a public offering of the Notes, or
possession or distribution of any offering material relating to the
Notes in any jurisdiction where action for that purpose is
required. Accordingly, the Dealer agrees that it will observe
all applicable provisions of law in each jurisdiction in or from
which it may offer or sell Notes or distribute any offering
material.
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