2ID REG 56-4 PDF
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Filed Pursuant to Rule Dated November 1, In the event we make any change to the expected Trade Date and Settlement Date, the Final Valuation Date and Maturity Date will be changed so that the stated term of the Securities remains the same.
The Securities are not subject to a predetermined maximum gain and, accordingly, any return at maturity will be determined by the performance of the Underlying Index. The Securities are offered 2od a minimum investment of Securities at the Price to Public described below.
The Securities offered will have the terms specified in the accompanying prospectus dated March 5,the accompanying prospectus supplement dated March 5,the accompanying Equity Index Underlying Supplement dated March 5, and the terms set forth herein. Any representation to the contrary is a criminal offense. The Securities are not deposit liabilities or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation 2ic any other governmental agency of the United States or any other jurisdiction.
The Securities will not be listed on any U. The market value of the Securities at any time will reflect many factors and cannot be predicted with accuracy. This free writing prospectus relates to the offering of Securities linked to the Underlying Index.
As a purchaser of a Security, you will acquire a senior unsecured debt instrument linked to the Underlying Index, which will rank equally with all of our other unsecured and unsubordinated debt obligations. Although 56- offering of Securities relates to the Underlying Index, you should not 566-4 that fact as a recommendation of the merits of acquiring an investment linked to the Underlying Index, or as to the suitability of an investment in the Securities.
You should read this document together with the prospectus dated March 5,the prospectus supplement dated March 5, and the Equity Index Underlying Supplement dated March 5, If the terms of the Securities offered hereby are inconsistent with those described in the accompanying Equity Index Underlying Supplement, prospectus supplement or prospectus, the terms described in this free writing prospectus shall control. You are urged to consult your investment, legal, tax, accounting and other advisors before you invest in 2iid Securities.
You may access these documents on the SEC web site at www. The Securities may be rey for you if: The Securities may not be suitable for you if: The suitability considerations identified above are not exhaustive.
Whether or not the Securities are a 2iid investment for you will depend on your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have carefully considered the suitability of an investment in the Securities in light of your particular circumstances. For more information about the Underlying Index, see page 11 of this free writing prospectus and page S of the accompanying Equity Index Underlying Supplement.
Final Level — Initial Level. Investing in erg Securities involves significant risks. You may lose some or all of your principal amount. If HSBC were to default on its payment obligations, you may not receive any amounts owed to you under the Securities ret you could lose your 2kd investment. In the event any eeg is made to the expected Trade Date and 2ld Date, the Final Valuation Date and Maturity Date will be changed so that the stated term of the Securities remains the same.
An investment in the Securities involves significant risks. You are also urged to consult your investment, legal, tax, accounting and other advisors before you invest in the Securities.
The return on the Securities at maturity is linked to the performance of the Underlying Index and will depend on whether, and to the extent which, the Underlying Index Return is positive or negative and if the Underlying Index Return is negative, whether the Final Level is below the Downside Threshold.
If the Final Level is less than the Downside Threshold, you will be fully exposed to any negative Underlying Index Return and HSBC will pay you less than the Principal Amount at maturity, if anything, resulting in a loss of principal that is proportionate to the decline in the Final Level as compared to the Initial Level.
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Under these circumstances, you will lose 2jd significant portion, and could lose all, of the Principal Amount. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell them at a loss even if the Underlying Index level is above the Downside Threshold. If you are able to rrg your Securities prior to maturity in the secondary market, the price you receive will likely 2jd reflect the full economic value of the Upside Gearing or the Securities themselves, and the return you realize may be less than the Underlying Index’s return, even if that return is positive.
As further described in the accompanying prospectus supplement and prospectus, the Securities will rank on par with all of the other unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be made on the Securities, including any repayment of principal at maturity, depends on the ability of HSBC to 2d its obligations as they come due.
As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the Securities and, in the event HSBC were to default on its obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment.
The Estimated Initial Value will reflect our internal funding rate, which is the borrowing rate we pay to issue market-linked securities, as well as the mid-market value of the embedded derivatives in the Securities. This internal funding rate is typically lower than rwg rate we would use when we issue conventional fixed or floating rate debt securities. As a result of the difference between our internal funding rate and the rate we would use when we issue conventional fixed or floating rate debt securities, the Estimated Initial Value of the Securities may be lower if it were based rge the prices at which our fixed or floating rate debt securities trade 2ic the secondary market.
In addition, if we were 2iid use the rate we use for our conventional fixed or floating rate debt issuances, we would expect the economic terms of the Securities to be more favorable to you.
These pricing models consider certain assumptions and variables, which can include volatility and interest rates. Different pricing models and assumptions could provide valuations for the Securities that are different from our Estimated Initial Value. These pricing models rely in part on certain forecasts about future events, which may prove. The Estimated Initial Value does not represent a minimum price at which we or any of our affiliates would be willing to purchase your Securities in the secondary market if any exists at any time.
These costs, except for the underwriting discount, will be used or retained by us or one of our affiliates. If you were to sell your Securities in the geg market, if any, the price you would receive for your Securities may be less than the price you paid for them because secondary market prices will not take into account these costs.
The price of your Securities in the secondary market, if any, at any time after issuance will vary based 556-4 many factors, including the level of the Underlying Index and changes in market conditions, and cannot be predicted with accuracy. The Securities are not designed to be short-term trading instruments, and you should, therefore, be able and willing to hold the Securities to maturity. Any sale of the Securities prior to maturity could result in a loss to reb.
This temporary price difference may exist because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Rge and other costs in connection with the Securities that we will no longer expect to incur over the term of the Securities.
We will make such discretionary election and determine this temporary reimbursement period on the basis of a number of factors, including re tenor of the Securities and any agreement we may have with the distributors of the Securities.
The amount of our estimated costs which we effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the reimbursement period after the Settlement Date of the Securities based on changes in market conditions and other factors that cannot be predicted.
As a holder of the Securities, you will 56- have voting rights or rights to receive dividends or other distributions or other rights that holders of the stocks included in the Underlying Index would have.
The Underlying Index is a price return index, and the Underlying Index Return excludes any cash dividend payments paid on its component stocks. An investment in the Securities is subject to the credit risk of HSBC, and in the event HSBC is unable to pay its obligations when due, you may not receive any amounts owed to you under the Securities and you could lose your entire investment. One of our affiliates intends to offer to repurchase the Securities in the secondary market but is not required to do so and may cease any such market-making activities at any time without notice.
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Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which one of our affiliates is willing to buy the Securities.
This price, if any, will exclude any fees or commissions paid when the Securities were purchased and therefore will generally be lower than such purchase price. Companies — The value of the Underlying Index depends upon the stocks of companies located within the Eurozone, and thus involves risks associated with the home countries of those non-U. The prices of these non-U. These foreign securities may have less liquidity and could be more volatile than many of the securities traded in U.
Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets. The other special risks associated with foreign securities may include, but are not limited to: These factors may adversely affect the performance of the Underlying Index and, as a result, the value of the Securities.
Dollar even though the index constituent stocks are traded in a foreign currency and the Securities are denominated in U. Dollars — Although the equity securities held by the Underlying Index are traded in euro, and the Securities are denominated in U. Changes in exchange rates, however, may also reflect changes in the applicable non-U.
The amount we pay in respect of the Securities on the maturity date, if any, will be determined solely in accordance with the procedures described in this free writing prospectus.
The policies of the Underlying Index sponsor with respect to the calculation of the Underlying Index could also adversely affect the level of the Underlying Index.
The Underlying Index sponsor may discontinue or suspend calculation or dissemination of the Underlying Index. Any such actions could have an adverse effect on the value of the Securities. Greater expected volatility with respect to the Underlying Index reflects a higher expectation as of the Trade Date that the Underlying Index could close below its Downside Threshold on the Final Valuation Date, resulting in the loss of some or all of your investment.
However, the Underlying Index’s volatility can change significantly over the term of the Securities. The level of the Underlying Index could fall sharply, which could result in a significant loss of principal. Additionally, potential conflicts of interest may exist between the Calculation Agent, which may be HSBC or any of its affiliates, and you with respect to certain determinations and judgments that the Calculation Agent must make, which include determining the Payment at Maturity based on the Final Level as well as whether to postpone the determination of the Final Level and the Maturity Date if a Market Disruption Event occurs and is continuing on the Final Valuation Date.
Any such research, opinions or recommendations could affect the level of the Underlying Index or the price of the stocks included in the Underlying Index, and therefore, the market value of the Securities. These factors include the level of the Underlying Index; the volatility of the Underlying Index; the dividend rate paid on stocks included in the Underlying Index; the time remaining to the maturity of the Securities; interest rates in the markets in general; geopolitical conditions and economic, financial, political, regulatory, judicial or other events; and the creditworthiness of HSBC.
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These and other factors are unpredictable and interrelated and may offset or magnify each other. You should consult your tax advisor about your own tax situation. The scenario analysis and examples below are provided for illustrative purposes only and are hypothetical. The hypothetical terms used below are not the actual terms that will apply to the Securities, which are indicated on the cover hereof.
These examples do not purport to be representative of every possible scenario concerning increases or decreases in the level of the Underlying Index relative to the Initial Level.
We cannot predict the Final Level. You should not take the scenario analysis and these examples as an indication or assurance of the expected performance of the Underlying Index. The numbers appearing in the examples below have been rounded for ease of analysis. The Underlying Index Return is greater than zero and expressed as a formula:. Because the Underlying Index Return is equal to The Underlying Index Return is zero and expressed as a formula:. The Underlying Index Return is negative and expressed as a formula:.
Therefore, the return on the Securities is In this case, you would incur a loss of If the Final Level is below the Downside Threshold on the Final Valuation Date, the Securities will be fully exposed to any decline in the Underlying Index, and you will lose some or all of your Principal Amount at maturity.
Performance of the Securities. Hypothetical Underlying Index Return. The following discussion summarizes the U. There are no statutory provisions, regulations, published rulings or judicial decisions addressing the characterization for U. Under one reasonable approach, the Securities should be treated as pre-paid executory contracts with respect to the Underlying Index. HSBC intends to treat the Securities consistent with this approach and pursuant to the terms of the Securities, you agree to treat the Securities under this approach for all U.