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HSBC Bank Middle East Limited REGISTRATION DOCUMENT HSBC Bank Middle East Limited (A company incorporated with limited liability in Jersey with registered number 85600) as Issuer This document has been prepared for the purpose of providing disclosure information with regard to HSBC Bank Middle East Limited and has been approved by the United Kingdom Financial Services Authority (the "FSA"), which is the United Kingdom competent authority, for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and relevant implementing measures in the United Kingdom, as a registration document (the "Registration Document", as amended or supplemented and including all information incorporated by reference herein), issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of providing information with regard to HSBC Bank Middle East Limited as issuer of debt or derivative securities, or obligor in relation to securities which are intended to comply or be consistent with the principles of the Shariah ("Shariah-compliant securities"), during the period of twelve months after the date hereof. This Registration Document includes details of the long-term and short-term credit ratings assigned to HSBC Bank Middle East Limited by Moody's Investors Service Limited ("Moody's") and Fitch Ratings Limited ("Fitch"). Each of Moody's and Fitch are established in the European Union and are registered as Credit Rating Agencies under Regulation (EU) No. 1060/2009 (the "CRA Regulation").As such, each of Moody's and Fitch is included in the list of credit rating agencies published by the European Union Securities and Markets Authority on its website in accordance with the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities issued by the Issuer (or beneficial interests therein), does not address the likelihood of timing of repayment and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisations. The principal risk factors relating to the Issuer are set out in "Risk Factors" on pages R-5 to R-7. Arranger and Dealer HSBC 17 May 2012 UK-3032962-v8 - 1 - 70-40521625 IMPORTANT NOTICES HSBC Bank Middle East Limited (the "Bank", or the "Issuer") accepts responsibility for the information contained in this Registration Document. To the best of the knowledge of the Issuer, which has taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is in accordance with the facts and does not omit anything likely to affect the import of such information. This Registration Document is to be read and construed with any amendment or supplement hereto and with all information incorporated by reference into it together with, in relation to any issue of debt or derivative securities by the Issuer or Shariah-compliant securities in relation to which it is obligor, the relevant document named a Prospectus or a Base Prospectus into which it is incorporated or the relevant document named a Securities Note, containing information with respect to such securities (each a "Prospectus") and, where appropriate, the Final Terms containing information with respect to such debt or derivative securities or Shariah-compliant securities (the "Final Terms") and, where appropriate, the relevant summary containing information with respect to such debt or derivative securities or Shariah-compliant securities and the Issuer. No person has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document, including any information incorporated by reference herein, and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any trustee or any dealer appointed in relation to any issue of debt or derivative securities by the Issuer or Shariah-compliant securities in relation to which it is obligor. This Registration Document, including any information incorporated by reference herein, is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer, any trustee or any dealer appointed in relation to any issue of debt or derivative securities by the Issuer or Shariah-compliant securities in relation to which it is obligor that any recipient of this Registration Document, including any information incorporated by reference herein should purchase any debt or derivative securities issued by the Issuer or Shariah-compliant securities in relation to which it is obligor. Each investor contemplating purchasing debt or derivative securities issued by the Issuer or Shariah-compliant securities in relation to which it is obligor should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. No part of this Registration Document, including any information incorporated by reference herein, constitutes an offer or invitation by or on behalf of the Issuer, any trustee or any dealer appointed in relation to any issue of debt or derivative securities by the Issuer or Shariah-compliant securities in relation to which it is obligor or any of them to any person to subscribe for or to purchase any of the debt or derivative securities issued by the Issuer or Shariah-compliant securities in relation to which it is obligor. A copy of this Registration Document has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions)(Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation together with the Base Prospectus and any Final Terms. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of notes by the Issuer. It must be distinctly understood that, in giving these consents, neither the Jersey Registrar of Companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard to it. The Jersey Financial Services Commission is protected by the Control of Borrowing UK-3032962-v8 - 2 - 70-40521625 (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. Neither the delivery of this Registration Document nor any information incorporated by reference herein or any Prospectus or any Final Terms nor the offering, sale or delivery of any debt or derivative securities issued by the Issuer or Shariah-compliant securities in relation to which it is obligor shall, in any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof, or that the information contained in the Registration Document is correct at any time subsequent to the date hereof or that any other written information delivered in connection herewith or therewith is correct as of any time subsequent to the date indicated in such document. Any dealer or trustee appointed in relation to any issue of debt or derivative securities by the Issuer or Shariah-compliant securities in relation to which it is obligor expressly does not undertake to review the financial condition or affairs of the Issuer or its subsidiary undertakings during the life of such securities. Investors should review, inter alia, the most recent financial statements of the Issuer when evaluating debt or derivative securities issued by the Issuer or Shariah-compliant securities in relation to which it is obligor or an investment therein. The distribution of this Registration Document, including any information incorporated by reference herein, and the offer or sale of securities issued by the Issuer may be restricted by law in certain jurisdictions. Persons into whose possession this Registration Document or any information incorporated by reference herein or any securities issued by the Issuer come must inform themselves about, and observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of securities issued by the Issuer and on the distribution of this Registration Document, including any information incorporated herein by reference, see the applicable description of arrangements relating to subscription and sale of the relevant debt or derivative securities issued by the Issuer or Shariah-compliant securities in relation to which it is obligor in the relevant Prospectus. In this Registration Document and in relation to any securities issued by the Issuer, references to the "relevant dealers" are to whichever of the dealers enters into an agreement for the issue of such securities issued by the Issuer as described in the applicable description of arrangements relating to subscription and sale of the relevant debt or derivative securities issued by the Issuer or Shariah- compliant securities in relation to which it is obligor in the relevant Prospectus and references to the "relevant Final Terms" are to the Final Terms relating to such securities. UK-3032962-v8 - 3 - 70-40521625 TABLE OF CONTENTS Risk Factors ............................................................................................... R-5 Information Incorporated By Reference .............................................................. R-8 HSBC Bank Middle East Limited And Its Subsidiary Undertakings
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