Prospectus - Luxembourg Stock Exchange

PROSPECTUS SUPPLEMENT NO. 3 DATED 12 NOVEMBER 2010
TO THE BASE PROSPECTUS DATED 8 DECEMBER 2009
HSBC Covered Bonds (France)
(duly licensed French credit institution)
€ 8,000,000,000
COVERED BOND PROGRAMME
This prospectus supplement no. 3 (the "Supplement") constitutes a third supplement to and must be
read in conjunction with the Base Prospectus dated 8 December 2009 as supplemented by a first
supplement dated 6 January 2010 and a second supplement dated 31 March 2010 (together the "Base
Prospectus") prepared in relation to the € 8,000,000,000 Covered Bond Programme (the
"Programme") established by HSBC Covered Bonds (France) (the "Issuer") and approved by the
Commission de surveillance du secteur financier in Luxembourg (the "CSSF") on 8 December 2009.
Terms defined in the Base Prospectus have the same meaning when used in this Supplement.
Application has been made to the CSSF in its capacity as competent authority for the purposes of the
Directive 2003/71/EC (the "Prospectus Directive") and under the "loi relative aux prospectus pour
valeurs mobilières" dated 10 July 2005 (the "Prospectus Law") for approval of this Supplement as a
supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and
Article 13 of the Prospectus Law.
This Supplement has been prepared for the following purposes
A.
incorporating by reference the statutory auditor's report of HSBC Covered Bonds (France) for
the year ended 31 December 2009 (both in the French and English language - the "HSBC
Covered Bonds (France) - Rapport général du commissaire aux comptes - Exercice clos le 31
décembre 2009") which contains the audited financial statements of the Issuer for the financial
year ended 31 December 2009 and the auditor's report thereon; and
B.
updating the Base Prospectus with respect to general information related to the Issuer, the
Borrower and the Borrower Facility Agreement.
As a result, the following sections of the Base Prospectus are being modified:
-
"Documents Incorporated by Reference" (pages 34 and 35 of the Base Prospectus);
-
"The Issuer", sub-paragraph "Name and position / Date of appointement" (page 78 of
the Base Prospectus);
-
"The Borrower and the Borrower Facility Agreement", sub-paragraph "The Borrower"
(page 94 of the Base Prospectus); and
-
"General Information" (pages 154 to 155 of the Base Prospectus).
2.
1.
On page 34 of the Base Prospectus, after the first paragraph which states "This Base
Prospectus shall be read and construed in conjunction with the following documents which have been
previously published and filed with the CSSF and which are incorporated in, and shall be deemed to
form part of, this Base Prospectus (note that the Issuer was previously named "Hervet Participations
S.A."): " is added the following sentence:
"-
the statutory auditor's report of HSBC Covered Bonds (France) for the year ended 31
December 2009 (both in the French and English language - the "HSBC Covered Bonds
(France) S.A.- Rapport des commissaires aux comptes sur les comptes annuels - Exercice clos
le 31 décembre 2009") which contains the audited financial statements of the Issuer for the
financial year ended 31 December 2009 and the auditor's report thereon (the "2009 Statutory
Auditor's Report")."
2.
On page 35 of the Base Prospectus, the "Cross-reference list" is deleted in its entirety and
replaced with the following:
Cross-reference list
(Annex VII of the European Regulation 809/2004/EC)
FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES,
FINANCIAL POSITION AND PROFITS AND LOSSES
2009 Statutory
Auditor's Report
(French language
2009 Statutory
Auditor's Report
(English language)
Pages 4 to 5 and 10
Pages 4 to 5 and 7
Pages 6, 10 to11
Pages 6 to 9
- Notes (Annexe comptable)
Pages 7 to 9
Pages 10 to 11
- Statutory Auditors' Report (Rapport Général du
Commissaire aux comptes - Exercice clos le 31 décembre
2008)
Pages 2 to 3
Pages 2 to 3
2008 Statutory
Auditor's Report
(French language)
2008 Statutory
Auditor's Report
(English language)
Pages 4 to 5 and 7
Pages 4 to 5 and 7
- Profit and loss account (Compte de résultat)
Pages 6 to 8
Pages 6 to 8
- Notes (Annexe comptable)
Pages 9 to 11
Pages 9 to 10
- Statutory Auditors' Report (Rapport Général du
Commissaire aux comptes - Exercice clos le 31 décembre
2008)
Pages 2 to 3
Pages 2 to 3
2007 Statutory
Auditor's Report
(French language)
2007 Statutory
Auditor's Report
(English language)
Pages 4 and 6
Pages 4 and 6
Pages 5 to 6
Pages 5 to 6
Page 7
Page 7
Pages 2 to 3
Pages 2 to 3
Historical financial information
- Balance sheet (Bilan)
- Profit and loss account (Compte de résultat)
Historical financial information
- Balance sheet (Bilan)
Historical financial information
- Balance sheet (Bilan)
- Profit and loss account (Compte de résultat)
- Notes (Annexe comptable)
- Statutory Auditors' Report (Rapport Général du
Commissaire aux comptes - Exercice clos le 31 décembre
2007)
3.
3.
On page 78 of the Base Prospectus, the sub-paragraph entitled "Name and position / Date of
appointement" of the section entitled "The Issuer" is deleted in its entirety and replaced with the
following:
"Name and position
Date of appointement
Mr. Mathieu Kiss, président du conseil d’administration
Mr. Herve Akoun, directeur général and administrateur
Mr Loic Bonnat, administrateur
Mr. Stephane Derouvroy, administrateur
Mr. Didier Descamps, administrateur
Mr. Wim Heirman, administrateur
Mr François Moreau, administrateur
Mr. Jean Baudoin, administrateur indépendant
16 July 2009
20 June 2008
20 June 2008
20 June 2008
20 June 2008
20 June 2008
15 February 2010
20 June 2008"
4.
On page 94 of the Base Prospectus, under the sub-paragraph entitled "The Borrower" of the
section entitled "The Borrower and the Borrower Facility Agreement", the following modifications are
made:
a) the paragraph which states "HSBC in France boasts a network of 380 branches operating
under the name HSBC. HSBC France was created when the brand was adopted by CCF,
Union de Banques a Paris (UBP), Banque Hervet in the Paris region, Banque de Picardie and
Banque de Baecque Beau in autumn 2005. The merger of HSBC Hervet, HSBC de Baecque
Beau, HSBC UBP and HSBC Picardie with HSBC France is planned to be completed on 31
July 2008." is deleted in its entirety and replaced with the following: "HSBC in France boasts
a network of 402 branches operating under the name HSBC. HSBC France was created when
the brand was adopted by CCF, Union de Banques a Paris (UBP), Banque Hervet in the Paris
region, Banque de Picardie and Banque de Baecque Beau in autumn 2005. The merger of
HSBC Hervet, HSBC de Baecque Beau, HSBC UBP and HSBC Picardie with HSBC France
is planned to be completed on 31 July 2008."
b) the paragraph which states "The issued capital of HSBC France is € 379,819,475 and consists
of 75,963,895 shares with a par value of € 5 each." is deleted in its entirety and replaced with
the following: "The issued capital of HSBC France is € 337,189,100 and consists of
67,437,820 shares with a par value of € 5 each."
5. On page 154 to 155 of the Base Prospectus, under the section entitled "General Information", the
following modifications are made:
a) the paragraph which states "There has been no material adverse change in the financial
position or prospects of the Issuer since 31 December 2008." is deleted in its entirety and
replaced with the following: "There has been no material adverse change in the financial
position or prospects of the Issuer since 31 December 2009."
b) the paragraph which states "KPMG Audit, 1, cours Valmy, 92923 Paris La Défense Cedex,
France, (duly authorised as Commissaires aux comptes) have been appointed as Commissaire
aux comptes to the Issuer as from 16 December 2004 and have audited and rendered
unqualified audit reports on the non-consolidated financial statements of the Issuer for the
fiscal years ended 2007 and 2008. BDO France - Léger & associés, 52, rue La Boetie, 75008
Paris, France, (duly authorised as Commissaires aux comptes) have been appointed as
Commissaire aux comptes to the Issuer as from 20 June 2008." is deleted in its entirety and
replaced with the following: "KPMG Audit, 1, cours Valmy, 92923 Paris La Défense Cedex,
4.
France, (duly authorised as Commissaires aux comptes) have been appointed as Commissaire
aux comptes to the Issuer as from 16 December 2004 and have audited and rendered
unqualified audit reports on the non-consolidated financial statements of the Issuer for the
fiscal years ended 2007, 2008 and 2009. BDO France - Léger & associés, 52, rue La Boetie,
75008 Paris, France, (duly authorised as Commissaires aux comptes) have been appointed as
Commissaire aux comptes to the Issuer as from 20 June 2008 and have audited and rendered
an unqualified audit report on the non-consolidated financial statements of the Issuer for the
fiscal year ended 2009."
c) the paragraph which states "the audited non-consolidated financial statements of the Issuer in
respect of the financial years ended 31 December 2007 and 31 December 2008." is deleted in
its entirety and replaced with the following: "the audited non-consolidated financial statements
of the Issuer in respect of the financial years ended 31 December 2007, 31 December 2008
and 31 December 2009."
This Supplement has been prepared for the purpose of giving information with regard to the Issuer and
the Covered Bonds to be issued under the Programme additional to the information already contained
or incorporated by reference in the Base Prospectus.
The Issuer accepts responsibility for the information contained in this Supplement and declares that to
the best of its knowledge and having taken all reasonable care to ensure that such is the case, the
information contained in this Supplement is in accordance with the facts and contains no omission
likely to affect its import.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake
or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the
assessment of any Covered Bonds issued under the Programme which inclusion would reasonably be
required by investors, and would reasonably be expected by them to be found in the Base Prospectus,
for the purpose of making an informed assessment of the assets and liabilities, financial position,
profits and losses and prospects of the Issuer and the rights attaching to the Covered Bonds. To the
extent that there is any inconsistency between any statement in this Supplement and any other
statement in, or incorporated in, the Base Prospectus, the statements in this Supplement will prevail.
The Base Prospectus and this Supplement are available during normal business hours on any weekday
at the registered office of the Issuer and the specified office of the paying agent(s) where copies may
be obtained. Such documents will be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
To the extent applicable, and provided that the conditions of Article 13.1 of the Prospectus Law are
fulfilled, investors who have already agreed to purchase or subscribe for Covered Bonds to be issued
under the Programme before this Supplement is published, have the right according to Article 13.2 of
the Prospectus Law, to withdraw their acceptances within a time limit of two working days after the
publication of this Supplement.