Prospectus excerpt: This prospectus qualifies the distribution of 7,000,000 Non-Cumulative Class 1 Preferred Shares Series D (the ‘‘Preferred Shares Series D’’) in the capital of HSBC Bank Canada (also referred to as the ‘‘Bank’’) (the ‘‘Offering’’). Non-cumulative preferential cash dividends on the Preferred Shares Series D, if, as and when declared, will be payable quarterly on the last day of December, March, June and September of each year commencing on December 31, 2005. Such dividends will be payable on the Preferred Shares Series D at a quarterly rate of $0.3125 per share (or 5.00% per annum based on the initial offering price of $25.00). The initial dividend, if, as and when declared, will be payable on December 31, 2005 in the amount of $0.176630 per share, based upon an anticipated closing date of November 9, 2005.
The Preferred Shares Series D will not be redeemable by the Bank prior to December 31, 2010. Subject to obtaining the consents of the Superintendent of Financial Institutions (Canada) (the ‘‘Superintendent’’), the Financial Services Authority (United Kingdom) (the ‘‘FSA’’) and the Board of Governors of the Federal Reserve System (United States) (the ‘‘Federal Reserve’’), the Bank may, at its option and without the consent of holders, redeem for cash the Preferred Shares Series D on or after December 31, 2010, in whole or in part, at a price of $26.00 per share if redeemed during the 12 months commencing December 31, 2010, $25.75 per share if redeemed during the 12 months commencing December 31, 2011, $25.50 per share if redeemed during the 12 months commencing December 31, 2012, $25.25 per share if redeemed during the 12 months commencing December 31, 2013, and $25.00 per share commencing December 31, 2014 and thereafter, in each case together with declared and unpaid dividends thereon to the date fixed for redemption. See ‘‘Details of the Offering — Certain Provisions of the Preferred Shares Series D’’.