Prohibition on marketing and sales of Contingent Convertibles to retail investors
Contingent convertible instruments and securities issued by a CoCo fund (“Securities”) are complex financial instruments. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of the Securities to retail investors.
Due to their complex nature, the Financial Conduct Authority (“FCA”) in the United Kingdom (“UK”) has deemed the Securities inappropriate for retail clients. The FCA Conduct of Business Sourcebook (“COBS”) requires that the Securities should not be offered or sold to retail clients (as defined in COBS 3.4) in the UK (as set out in COBS 22.3) (the “CoCo Retail Restriction”). Further, there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite any Securities where that invitation or inducement is addressed to, or disseminated in such a way that it is likely to be received by, a retail client in the UK, other than in accordance with the limited exemptions set out within the CoCo Retail Restriction.
HSBC Bank Plc (“HSBC Bank” or “we”) is required to comply with COBS. By purchasing, making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Issuer, HSBC Bank or any of its affiliates, you will be deemed to represent, warrant, agree with, and undertake to HSBC Bank that:
- you are not a retail client in the UK;
- you fully understand your obligations vis-à-vis the CoCo Retail Restriction and therefore, you will not sell or offer the Securities (or any beneficial interest therein) that you have purchased or intend to purchase from HSBC Bank, any of its affiliates or, as the case may be, the Issuer of the Securities, to retail clients in the UK, or communicate (including the distribution of any prospectus or offering circular relating to such Securities) or approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein), where that invitation or inducement is addressed to, or disseminated in such a way that it is likely to be received by, a retail client in the UK. In selling or offering the Securities, or making or approving communications relating to the Securities, you will not rely on the limited exemptions set out in COBS; and
- the obligations in paragraph 2 above are in addition to the need to comply, at all times, with all other applicable laws, regulations and regulatory guidance (whether inside or outside of the European Economic Areas or the UK) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial interests therein), whether or not specifically mentioned in this document – including (without limitation) any requirements under the Markets in Financial Instruments Directive 2014/65/EU (as amended) or the UK FCA Handbook, or any other such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interests therein) for investors in any relevant jurisdiction.
By continuing to trade with HSBC Bank, you will be deemed to acknowledge that we and our affiliates, as applicable, will rely upon the truth and accuracy of the representations, warranties, agreements and undertakings set forth herein. Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, making or accepting an offer to purchase, any Securities (or any beneficial interest therein) from the Issuer and/or HSBC Bank and/or our affiliates, the foregoing representations, warranties, agreements and undertakings will be deemed to be given by, and be binding upon, both the agent and its underlying client.
If you are aware or become aware of anything that contravenes the above, you should inform us immediately.
