Bond Scotia Bank 4.75% ( XS0304459026 ) in EUR

Issuer Scotia Bank
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  XS0304459026 ( in EUR )
Interest rate 4.75% per year ( payment 1 time a year)
Maturity 08/06/2022 - Bond has expired



Prospectus brochure of the bond Bank of Scotland XS0304459026 in EUR 4.75%, expired


Minimal amount 50 000 EUR
Total amount 1 250 000 000 EUR
Detailed description Bank of Scotland is a major commercial bank operating in Scotland, part of the Lloyds Banking Group since 2008.

Identified by ISIN code XS0304459026, this obligation (bond) was issued by Bank of Scotland, a prominent financial institution based in the United Kingdom and a constituent of the Lloyds Banking Group, as a Euro-denominated fixed-income instrument originating from the United Kingdom, carrying an annual interest rate of 4.75% and representing a total issuance size of ?1,250,000,000, with a minimum acquisition threshold of ?50,000, which, having had a maturity date of June 8, 2022, an annual payment frequency, and previously traded at 100% of its nominal value, has since successfully reached full maturity and been reimbursed to its bondholders.







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HBOS Treasury Services plc
(incorporated with limited liability in England and Wales)
60 billion Covered Bond Programme unconditionally guaranteed by
HBOS plc
(incorporated with limited liability in Scotland)
and
The Governor and Company of the Bank of Scotland
(established by an Act of the Parliament of Scotland in 1695)
and
unconditionally and irrevocably guaranteed as to payments of interest and principal by
HBOS Covered Bonds LLP
(a limited liability partnership incorporated in England and Wales)
Under this 60 billion covered bond programme (the Programme), HBOS Treasury Services plc (or as applicable, the successor to its business
pursuant to the HBOS Group Reorganisation Act 2006 (as defined herein) (the Issuer) may from time to time issue bonds (the Covered
Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below).
The payments of all amounts due in respect of the Covered Bonds have been unconditionally guaranteed on a joint and several basis by HBOS
plc (HBOS) and The Governor and Company of the Bank of Scotland (Bank of Scotland and together with HBOS in its capacity as guarantor,
the Group Guarantors). HBOS Covered Bonds LLP (the LLP and, together with the Group Guarantors, the Guarantors) has guaranteed
payments of interest and principal under the Covered Bonds pursuant to a guarantee which is secured over the Portfolio (as defined below) and
its other assets. Recourse against the LLP under its guarantee is limited to the Portfolio and such assets.
The Covered Bonds may be issued in bearer or registered form (respectively Bearer Covered Bonds and Registered Covered Bonds).
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed 60 billion
(or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described
herein.
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under General Description of the Programme
and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which
appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer(s) shall, in the
case of an issue of Covered Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such
Covered Bonds.
An investment in Covered Bonds issued under the Programme involves certain risks. See Risk Factors for a discussion of certain
factors to be considered in connection with an investment in Covered Bonds.
The Covered Bonds and the guarantees in respect of the Covered Bonds have not been and will not be registered under the U.S. Securities Act
of 1933, as amended (the Securities Act), and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless
such securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. See Form of the Covered Bonds for a description of the manner in which Covered Bonds will be issued.
Registered Covered Bonds are subject to certain restrictions on transfer, see Subscription and Sale.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under
the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. Application has also been
made to the Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to trading on the Bourse de
Luxembourg, which is the Luxembourg Stock Exchange's regulated market (the Luxembourg Stock Exchange's regulated market) and
to be listed on the Official List of the Luxembourg Stock Exchange.
References in this Offering Circular to Covered Bonds being listed and all related references shall mean that such Covered Bonds are intended
to be admitted to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg
Stock Exchange.
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds
and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the
Covered Bonds) of Covered Bonds will be set out in a final terms document (the Final Terms) which, with respect to Covered Bonds to be listed
on the Luxembourg Stock Exchange, will be filed with the CSSF.
The Programme provides that Covered Bonds may be listed and/or admitted to trading, as the case may be, on such other or further stock
exchange(s) or markets as may be agreed between the Issuer, the Guarantors, the Bond Trustee (as defined herein), the Security Trustee (as
defined herein) and the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading
on any market provided that the terms of any such issue are made available to all holders of listed Covered Bonds.
The Issuer and the Guarantors may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated
by the Terms and Conditions of the Covered Bonds herein, in which event a supplement to the Offering Circular, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Covered Bonds.
Arranger for the Programme
HBOS Treasury Services plc
Dealers
Citi
Dresdner Kleinwort
The date of this Offering Circular is 9 May 2007.


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This document comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the Prospectus Directive) but is not a prospectus for the purposes of Section 12(a)(2) or
any other provision of or rule under the Securities Act.
The Issuer and the Guarantors (the Responsible Persons) accept responsibility for the
information contained in this offering circular (the Offering Circular). To the best of the knowledge of
the Issuer and the Guarantors (each having taken all reasonable care to ensure that such is the case)
the information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Offering Circular is to be read in conjunction with all documents which are incorporated
herein by reference (see Documents Incorporated by Reference). This Offering Circular shall be read
and construed on the basis that such documents are incorporated and form part of this Offering
Circular.
The information contained in this Offering Circular was obtained from the Issuer and other
sources, but no assurance can be given by the Dealers, the Bond Trustee or the Security Trustee as to
the accuracy or completeness of such information. None of the Dealers, the Bond Trustee or the
Security Trustee makes any representation, express or implied, or accepts any responsibility, with
respect to the accuracy or completeness of any of the information contained or incorporated in this
Offering Circular. Neither the Dealers nor the Bond Trustee nor the Security Trustee accepts any
liability in relation to the information contained or incorporated by reference in this Offering Circular
or any other information provided by the Issuer and the Guarantors in connection with the
Programme.
No person is or has been authorised by the Issuer, the Guarantors, any of the Dealers, the Bond
Trustee or the Security Trustee to give any information or to make any representation not contained
in or not consistent with this Offering Circular or any other information supplied in connection with
the Programme or the Covered Bonds and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer, the Guarantors, any of the Dealers, the
Bond Trustee or the Security Trustee.
Neither this Offering Circular nor any other information supplied in connection with the
Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other evaluation
or (ii) should be considered as a recommendation by the Issuer, the Guarantors, the Sellers (as defined
below), any of the Dealers, the Bond Trustee or the Security Trustee that any recipient of this Offering
Circular or any other information supplied in connection with the Programme or any Covered Bonds
should purchase any Covered Bonds. Each investor contemplating purchasing any Covered Bonds
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer and/or the Guarantors. Neither this Offering Circular
nor any other information supplied in connection with the Programme or the issue of any Covered
Bonds constitutes an offer or invitation by or on behalf of the Issuer, the Guarantors, the Sellers, any
of the Dealers, the Bond Trustee or the Security Trustee to any person to subscribe for or to purchase
any Covered Bonds.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Covered
Bonds shall in any circumstances imply that the information contained herein concerning the Issuer
and/or HBOS and/or Bank of Scotland and/or the LLP and/or the Sellers is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date indicated in the document containing the
same. The Dealers, the Bond Trustee and the Security Trustee expressly do not undertake to review
the financial condition or affairs of the Issuer, the Guarantors or the Sellers during the life of the
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Programme or to advise any investor in the Covered Bonds of any information coming to their
attention. Investors should review, inter alia, the most recently published documents incorporated by
reference into this Offering Circular when deciding whether or not to purchase any Covered Bonds.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of
Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the Guarantors, the
Sellers, the Dealers, the Bond Trustee and the Security Trustee do not represent that this Offering
Circular may be lawfully distributed, or that any Covered Bonds may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer, the Guarantors, the
Sellers, the Dealers, the Bond Trustee or the Security Trustee which would permit a public offering of
any Covered Bonds outside the Grand Duchy of Luxembourg or distribution of this Offering Circular
in any jurisdiction where action for that purpose is required. Accordingly, no Covered Bonds may be
offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into
whose possession this Offering Circular or any Covered Bonds may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Circular and the offering
and sale of Covered Bonds. In particular, there are restrictions on the distribution of this Offering
Circular and the offer or sale of Covered Bonds in the United States, the European Economic Area
(including the United Kingdom and The Netherlands) and Japan, see Subscription and Sale.
The Covered Bonds and the guarantees from the Guarantors in respect thereof have not been and
will not be registered under the Securities Act. The Covered Bonds in bearer form are subject to U.S.
tax law requirements and, subject to certain exceptions may not be offered, sold or delivered within
the United States or to U.S. persons.
In this Offering Circular, references to "UK", "U.K." and "United Kingdom" are used
interchangeably; references to "£", "sterling", "pounds sterling" and "pence" are to the lawful currency of
the United Kingdom; references to "U.S.$", "$", "U.S. dollars" and "cents" are to the lawful currency of the
United States; references to "" or "euro" are to the currency established for participating members of the
European Union as of the beginning of stage three of European Monetary Union on 1 January 1999; and
references to "¥" or "Yen" are to the lawful currency of Japan. Merely for convenience, this Offering Circular
contains translations of certain sterling amounts into U.S. dollars at specified rates. These translations should
not be construed as representations that the sterling amounts actually represent such U.S. dollar amounts or
could be converted into U.S. dollars at the rate indicated. See Exchange Rate and Currency Information.
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any) named
as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Covered Bonds (provided that, in the case of any Tranche of Covered Bonds to
be admitted to trading on a regulated market in the European Economic Area, the aggregate principal amount
of Covered Bonds allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant
Tranche) or effect transactions with a view to supporting the market price of the Covered Bonds at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of
the offer of the relevant Tranche of Covered Bonds is made and, if begun, may be ended at any time, but it
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must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Covered Bonds
and 60 days after the date of the allotment of the relevant Tranche of Covered Bonds.
In making an investment decision, investors must rely on their own examination of the Issuer and
the Guarantors and the terms of the Covered Bonds being offered, including the merits and risks
involved. The Covered Bonds have not been approved or disapproved by the United States Securities
and Exchange Commission or any other securities commission or other regulatory authority in the
United States, nor have the foregoing authorities approved this Offering Circular or confirmed the
accuracy or determined the adequacy of the information contained in this Offering Circular. Any
representation to the contrary is unlawful.
None of the Dealers, the Issuer or the Guarantors makes any representation to any investor in
the Covered Bonds regarding the legality of its investment under any applicable laws. Any investor in
the Covered Bonds should be able to bear the economic risk of an investment in the Covered Bonds
for an indefinite period of time.
U.S. INFORMATION
This Offering Circular is being provided on a confidential basis in the United States to a limited
number of "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act
(QIBs) or institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act (Institutional Accredited Investors)) in connection with the consideration of the
purchase of the Covered Bonds being offered hereby. Its use for any other purpose in the United
States is not authorised. It may not be copied or reproduced in whole or in part nor may it be
distributed or any of its contents disclosed to anyone other than the prospective investors to whom it
is originally submitted.
Registered Covered Bonds may be offered or sold within the United States only to QIBs or
Institutional Accredited Investors, in either case in transactions exempt from registration under the
Securities Act. Each U.S. purchaser of Registered Covered Bonds is hereby notified that the offer and
sale of any Registered Covered Bonds to it may be being made in reliance upon the exemption from
the registration requirements of the Securities Act provided by Rule 144A under the Securities Act
(Rule 144A).
Purchasers of Definitive IAI Registered Covered Bonds (as defined under Form of the Covered
Bonds) will be required to execute and deliver an IAI Investment Letter (as defined under Form of the
Covered Bonds). Each purchaser or holder of IAI Registered Covered Bonds (as defined under Form
of the Covered Bonds), Covered Bonds represented by a Rule 144A Global Covered Bond (as defined
under Form of the Covered Bonds) or any Covered Bonds issued in registered form in exchange or
substitution therefor (together Legended Covered Bonds) will be deemed, by its acceptance or purchase
of any such Legended Covered Bonds, to have made certain representations and agreements intended
to restrict the resale or other transfer of such Covered Bonds as set out in Subscription and Sale and
Transfer and Selling Restrictions. Unless otherwise stated, terms used in this paragraph have the
meanings given to them in Form of the Covered Bonds.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
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EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of
Covered Bonds that are "restricted securities" within the meaning of the Securities Act, the Issuer and
Guarantors have undertaken in a deed poll dated 16 October 2006 (the Deed Poll) to furnish, upon the
request of a holder of such Covered Bonds or any beneficial interest therein, to such holder or to a
prospective purchaser designated by him, the information required to be delivered under Rule
144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting
company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
Exchange Act), nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder.
By requesting copies of any of the documents referred to herein, each potential purchaser agrees to
keep confidential the various documents and all written information clearly labelled "Confidential" which
from time to time have been or will be disclosed to it concerning the Guarantors or the Issuer or any of their
affiliates, and agrees not to disclose any portion of the same to any person.
Notwithstanding anything herein to the contrary, investors (and each employee, representative or other
agent of the investors) may disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the offering and all materials of any kind (including opinions or other tax analyses) that
are provided to the investors relating to such tax treatment and tax structure (as such terms are defined in
Treasury Regulation Section 1.6011-4). This authorization of tax disclosure is retroactively effective to the
commencement of discussions between the Issuer, the Dealers or their respective representatives and a
prospective investor regarding the transactions contemplated herein.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains various forward-looking statements regarding events and trends that
are subject to risks and uncertainties that could cause the actual results and financial position of HBOS or
HBOS and its consolidated subsidiaries and subsidiary undertakings (collectively, the HBOS Group or the
Group) to differ materially from the information presented herein. When used in this Offering Circular, the
words "estimate", "project", "intend", "anticipate", "believe", "expect", "should" and similar expressions, as
they relate to the Group and its management, are intended to identify such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. The Group does not undertake any obligation to publicly release the result of any revisions
to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
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SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of England, the LLP is a limited liability
partnership organised under the laws of England and the Group Guarantors are corporations
organised under the laws of Scotland. All of the officers and directors named herein reside outside the
United States and all or a substantial portion of the assets of the Issuer and of such officers and
directors are located outside the United States. As a result, it may not be possible for investors to effect
service of process outside England or Scotland (as applicable) upon the Issuer, the LLP, the Group
Guarantors or such persons, or to enforce judgments against them obtained in courts outside England
or Scotland (as applicable) predicated upon civil liabilities of the Issuer or such directors and officers
under laws other than English or Scots law (as applicable), including any judgment predicated upon
United States federal securities laws. The Issuer has been advised by Allen & Overy LLP, its counsel,
that there is doubt as to the enforceability in England and Wales in original actions or in actions for
enforcement of judgments of United States courts of civil liabilities predicated solely upon the federal
securities laws of the United States.
PRESENTATION OF FINANCIAL INFORMATION
The consolidated annual financial statements of HBOS for the years ended 31 December 2006 and 31
December 2005 were prepared in accordance with International Financial Reporting Standards (IFRS).
IFRS relevant to the Group differs from generally accepted accounting principles in the United States (U.S.
GAAP) in certain material aspects. For a discussion of certain differences among IFRS, U.K. GAAP and
U.S. GAAP, see Annex A to this Offering Circular. In addition, the audited financial information
incorporated by reference herein is subject to auditing and auditor independence standards applicable in the
United Kingdom, which differ from those applicable in the United States.
Unless otherwise indicated, any reference in this Offering Circular to the IFRS Financial Statements
is to the audited Consolidated Financial Statements (including the notes thereto) of the Group incorporated
by reference in this Offering Circular.
For the purposes of the presentation of financial information in the sections entitled Summary of
Terms, Management's Discussion and Analysis of Financial Condition and Results of Operations, and
HBOS, the term Group refers to HBOS plc together with its consolidated subsidiaries and subsidiary
undertakings (including, among others, Bank of Scotland and Halifax).
In this Offering Circular, all references to "billions" are references to one thousand millions. Due to
rounding, the numbers presented throughout this Offering Circular may not add up precisely, and
percentages may not precisely reflect absolute figures.
Certain financial and statistical information in this Offering Circular is presented separately for
domestic and foreign activities. Foreign activities include transactions in which the debtor or customer is
domiciled outside the United Kingdom. For the purposes of such financial and statistical information, the
United Kingdom includes the Channel Islands and the Isle of Man.
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EXCHANGE RATES
The following table shows, for the dates indicated, the applicable exchange rate used in the
preparation of the Group's Consolidated Financial Statements, expressed in U.S. dollars per £1.00.
Applicable
Exchange
Date
Rate
111211
31 December 2006 (closing) ........................................................................................................
$1.97
31 December 2005 (closing) ........................................................................................................
$1.72
31 December 2006 (average) ........................................................................................................
$1.84
31 December 2005 (average) ........................................................................................................
$1.82
A significant portion of the assets and liabilities of the Group are denominated in currencies other than
sterling. However, in the opinion of HBOS, fluctuations in the values of these assets and liabilities when
expressed in sterling have not constituted a significant change in the context of the total value of Group
assets, liabilities, interest income and interest expense.
Fluctuations in exchange rates that have occurred in the past are not necessarily indicative of
fluctuations in rates that may occur at any time in the future. No representations are made herein that the
pound sterling amounts referred to herein could have been or could be converted into U.S. dollars at any
particular rate.
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TABLE OF CONTENTS
Page
1112
Documents Incorporated by Reference ........................................................................................
9
Structure Overview ......................................................................................................................
11
General Description of the Programme ........................................................................................
16
Risk Factors ..................................................................................................................................
26
Selected Consolidated Financial Information of HBOS ..............................................................
58
Capitalization and Indebtedness of HBOS ..................................................................................
66
Management Discussion and Analysis of Financial Condition and Results of Operations ........
68
Selected Statistical and Other Information ..................................................................................
131
Risk Management ........................................................................................................................
140
Form of the Covered Bonds..........................................................................................................
151
Form of Final Terms ....................................................................................................................
155
Terms and Conditions of the Covered Bonds ..............................................................................
168
Use of Proceeds ............................................................................................................................
207
The Issuer......................................................................................................................................
208
HBOS ............................................................................................................................................
211
Bank of Scotland ..........................................................................................................................
232
The LLP ........................................................................................................................................
234
The Original Seller........................................................................................................................
236
Summary of the Principal Documents..........................................................................................
237
Credit Structure ............................................................................................................................
275
Cashflows ......................................................................................................................................
279
The Portfolio ................................................................................................................................
290
Description of Limited Liability Partnerships ..............................................................................
292
Book-entry Clearance Systems ....................................................................................................
293
Taxation ........................................................................................................................................
297
Subscription and Sale and Transfer and Selling Restrictions ......................................................
312
Independent Auditors ....................................................................................................................
318
General Information......................................................................................................................
319
Index of Defined Terms ................................................................................................................
323
Annex A ­ Description of Certain Differences Among IFRS, UK GAAP and U.S. GAAP ......
A-1
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published and have been filed with the CSSF
shall be incorporated by reference herein, and form part of, this Offering Circular:
(a)
the annual report and audited consolidated annual financial statements of each of the Issuer and
the Group Guarantors for the two financial years ended 31 December 2005 and 31 December
2006, see General Information--Auditors for a description of the financial statements currently
published by each of the Issuer and the Group Guarantors;
(b)
the auditor's report and audited non-consolidated annual financial statements for the financial
periods ended 31 December 2005 and 31 December 2006 of the LLP; and
(c)
solely for purposes of understanding the impact of the HBOS Group reorganisation, the annual
report and audited consolidated annual financial statements of Halifax for the financial year ended
31 December 2006 (Halifax Financial Statements)
The financial statements referred to in (a), (b) and (c), above are collectively referred to herein as the
Consolidated Financial Statements.
Any information not listed in the cross reference lists below, but which is contained in a document
incorporated by reference, is given for information purposes only.
Following the publication of this Offering Circular a supplement may be prepared by the Issuer and
approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in
any such supplement to the Offering Circular (or contained in any document incorporated by reference
therein) shall, to the extent applicable (whether expressly, by implication or otherwise), modify or supersede
statements contained in this Offering Circular or in a document which is incorporated by reference in this
Offering Circular. Any statement so modified or superseded shall not, except as so modified or superseded,
constitute a part of this Offering Circular.
The Issuer and the Guarantors will provide, without charge, to each person to whom a copy of this
Offering Circular has been delivered, upon the request of such person, a copy of any or all of the documents
deemed to be incorporated herein by reference unless such documents have been modified or superseded as
specified above. Requests for such documents should be directed either to the Issuer, the Group Guarantors
or the LLP, at their respective offices set out at the end of this Offering Circular and such documents will
also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In addition, such
documents will be available upon request from the principal office of J.P. Morgan Bank Luxembourg S.A.
in Luxembourg.
The Issuer and the Guarantors will, in the event of any significant new factor, material mistake or
inaccuracy relating to information included in this Offering Circular which is capable of affecting the
assessment of any Covered Bonds, prepare a supplement to this Offering Circular or publish a new offering
circular for use in connection with any subsequent issue of Covered Bonds.
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Cross Reference List
IFRS Financial Statements
Annual
Annual
Commission Regulation (EC) No. 809/2004, Annex IX, 11.1
Report 2005
Report 2006
111111
111111
HBOS Treasury Services plc
Balance Sheet..........................................................................
Page 15
Page 16
Income Statement....................................................................
Page 14
Page 14
Accounting Policies and Explanatory Notes ..........................
Pages 10-13, 20-51
Pages 11-13, 21-51
Auditors' Reports ....................................................................
Page 8
Page 9
HBOS plc
Balance Sheet..........................................................................
Pages 102-103
Pages 125-126
Income Statement....................................................................
Page 101
Page 124
Accounting Policies and Explanatory Notes ..........................Pages 96-100, 109-179
Pages 131-191
Auditors' Reports ....................................................................
Page 95
Page 123
Bank of Scotland
Balance Sheet..........................................................................
Pages 37-38
Pages 48-49
Income Statement....................................................................
Page 36
Page 47
Accounting Policies and Explanatory Notes ..........................
Pages 31-35, 47-97
Pages 38-46, 58-101
Auditors' Reports ....................................................................
Page 29
Page 35-36
HBOS Covered Bonds LLP
Balance Sheet..........................................................................
Pages 10-11
Pages 10-11
Income Statement....................................................................
Page 8
Page 8
Accounting Policies and Explanatory Notes ..........................
Pages 13-38
Pages 13-34
Auditors' Reports ....................................................................
Pages 6-7
Pages 6-7
10


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