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HSBC Bank PLC (78QL)

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Tuesday 09 November, 2004

HSBC Bank PLC

HSBC/M&S EMTN exchange offer

HSBC Bank PLC
09 November 2004


 HSBC BANK PLC OFFER TO EXCHANGE MARKS AND SPENCER FINANCIAL SERVICES PLC EURO
                               MEDIUM TERM NOTES

Following the acquisition by HSBC Bank plc of Marks and Spencer Retail Financial
Services Holdings Limited on 9 November, HSBC Bank plc will launch an exchange
offer to all holders of the outstanding euro medium term notes issued by Marks
and Spencer Financial Services plc. (M&SFS) to replace their notes with notes
issued by HSBC Bank plc, in each case having the same nominal amount, coupon and
maturity as the relevant M&SFS note.

The exchange offer will be subject to noteholder approval. It is anticipated
that notice convening a meeting of noteholders will be given before the end of
November 2004.

For the avoidance of doubt, the exchange offer will not extend to notes issued
by Marks and Spencer plc., Marks and Spencer Finance plc. or St. Michael Finance
plc., all of which are unaffected.

(The senior debt of HSBC Bank plc is rated AA- by Standard & Poor's Ratings
Services, Aa2 by Moody's Investors Service and AA by Fitch Ratings Limited. The
euro medium term notes issued by M&SFS are currently rated BBB by Standard and
Poor's Ratings Services and Baa2 by Moody's Investors Service.)

The 21 series of notes subject to the exchange offer are:

USD 50,000,000 FRN due 2004 (ISIN: XS0182005461)
JPY 2,000,000,000 0.10% Notes due 2004 (ISIN: XS0182033323)
JPY 3,000,000,000 0.10% Notes due 2005 (ISIN: XS0184228756)
USD 35,000,000 FRN due 2005 (ISIN: XS0184814480)
JPY 1,500,000,000 FRN due 2005 (ISIN: XS0175197515)
GBP 20,000,000 FRN due 2005 (ISIN: XS0169123790)
EUR 50,000,000 FRN due 2005 (ISIN: XS0181989913)
EUR 55,000,000 FRN due 2005 (ISIN: XS0170127624)
GBP 25,000,000 FRN due 2005 (ISIN: XS0170894983)
GBP 15,600,000 FRN due 2005 (ISIN: XS0171594962)
GBP 30,000,000 FRN due 2005 (ISIN: XS0172371527)
GBP 50,000,000 FRN due 2005 (ISIN: XS0173125450)
EUR 20,000,000 FRN due 2005 (ISIN: XS0174065150)
EUR 30,000,000 FRN due 2006 (ISIN: XS0183999035)
GBP 10,000,000 FRN due 2006 (ISIN: XS0170855810)
HKD 124,000,000 FRN due 2006 (ISIN: XS0167853851)
EUR 12,500,000 FRN due 2006 (ISIN: XS0168170404)
GBP 10,000,000 FRN due 2006 (ISIN: XS0165607747)
EUR 85,000,000 FRN due 2007 (ISIN: XS0184768785)
GBP 10,000,000 FRN due 2009 (ISIN: XS0184033586)
GBP 14,000,000 FRN due 2009 (ISIN: XS0184854783)



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