Obligation Scotia Bank 9.375% ( XS0066120915 ) en GBP

Société émettrice Scotia Bank
Prix sur le marché 100 %  ▼ 
Pays  Royaume-uni
Code ISIN  XS0066120915 ( en GBP )
Coupon 9.375% par an ( paiement annuel )
Echéance 14/05/2021 - Obligation échue



Prospectus brochure de l'obligation Bank of Scotland XS0066120915 en GBP 9.375%, échue


Montant Minimal 10 000 GBP
Montant de l'émission 183 310 000 GBP
Description détaillée Bank of Scotland est une banque commerciale majeure au Royaume-Uni, filiale de Lloyds Banking Group, offrant une gamme complète de services bancaires aux particuliers et aux entreprises, y compris des comptes courants, des prêts, des services d'investissement et de gestion de patrimoine.

L'Obligation émise par Scotia Bank ( Royaume-uni ) , en GBP, avec le code ISIN XS0066120915, paye un coupon de 9.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/05/2021











TERMS A N D CONDITIONS OF THE BONDS
The terms and conditions to be endorsed on each of the Bonds will be, subject to the removal of the paragraph in italics,
substantially in the following form:
The £300,000,000 9 3/8 per cent. Subordinated Bonds 2021 (the "Bonds") of Halifax Building Society (the "Issuer") are
constituted by a trust deed dated 15 May 1996 (the "Trust Deed") made between the Issuer and The Law Debenture Trust
Corporation p.l.c. (the "Trustee") as trustee for the holders of the Bonds (the "Bondholders"). The issue of the Bonds was
authorised by resolutions of the Board of Directors of the Issuer passed on 19 July 1995 and of a duly appointed
Committee thereof passed on 29 April 1996. The statements in these terms and conditions include summaries of, and are
subject to, the detailed provisions of the Trust Deed, which includes the form of the Bonds and the interest coupons
appertaining thereto (the "Coupons"). Copies of the Trust Deed are available for inspection at the registered office of the
Trustee, being at the date hereof at Princes House, 95 Gresham Street, London EC2V 7LY and at the specified office(s)
of each of the Paying Agents (the "Paying Agents") referred to below. The Bondholders and the holders of the Coupons
(the "Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of
the Trust Deed.
1. Form, Denomination and Transfer
The Bonds are issued in the form of serially numbered bearer Bonds in the denominations of £10,000 and £100,000 each
with Coupons attached and title thereto will pass by delivery. Bonds of one denomination may not be exchanged for
Bonds of another denomination.
The Issuer, the Trustee and the Paying Agents may deem and treat the holder of any Bond or Coupon as the absolute
owner thereof (notwithstanding any notice to the contrary and whether or not such Bond or Coupon shall be overdue and
notwithstanding any notation of ownership or other writing thereon or notice of any previous loss or theft thereof) for the
purpose of receiving payment thereof or on account thereof and for all other purposes.
2. Status and Subordination
(a) Status
The Bonds and the Coupons are unsecured, subordinated obligations of the Issuer and rank pari passu and without any
preference among themselves and pari passu with its £250,000,000 11 per cent. Subordinated Bonds 2014, its
£50,000,000 l0 1/2 per cent. Subordinated Bonds Due 1998, its £50,000,000 Subordinated Variable Rate Notes due 2001
and its £150,000,000 10 1/2% Subordinated Bonds Due 2018 (together with any further issues which shall be consolidated
and form a single series therewith).
(b) Set-Off
Subject to applicable law, no Bondholder or Couponholder may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Issuer arising under or in connection with the Bonds
or the Coupons and each Bondholder and Couponholder shall, by virtue of being the holder of any Bond or Coupon (as
the case may be) be deemed to have waived all such rights of set-off, compensation or retention.
(c) Subordination
On a winding up of the Issuer, the claims of the Bondholders and the Couponholders shall be subordinated in right of
payment to the claims of all Senior Creditors (as defined herein) in the manner provided in the Trust Deed, For the
purposes of this paragraph, "Senior Creditors" means (i) depositors and other creditors (including persons who become
holders of deposits pursuant to Section 100 of the Building Societies Act 1986 (the "Act") if the Issuer transfers its
business to a successor pursuant to Section 97 of the Act but not including creditors (if any) whose claims are expressed
to rank pari passu with or junior to the claims of the Bondholders or creditors with whose claims the Bonds are expressed
to rank pari passu (whether only in the event of a winding up of the Issuer or otherwise)) of the Issuer and (ii) (but only
in respect of a winding up while the Issuer remains a building society) all members holding shares in the Issuer as regards
the principal of their shares and any interest due in respect of those shares in the Issuer (other than members holding
Deferred Shares (as defined in the Trust Deed) whose claims are expressed to rank pari passu with or junior to the claims
of the Bondholders and Couponholders (whether only in the event of a winding up of the Issuer or otherwise)).
3. Interest
The Bonds bear interest from and including 15 May 1996 at the rate of 9 3/8 per cent. per annum payable annually in arrear
on 15 May (the "Interest Payment Date") in each of the years 1997 to 2021.
Interest accrues on the basis of a 360 day year consisting of 12 months of 30 days each and, in the case of an incomplete
month, the number of days elapsed.
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Interest on each Bond shall cease to accrue from the due date for redemption or payment thereof unless, upon due
presentation, payment of principal is improperly withheld or refused.
4 . Redemption and Purchase
(a) Mandatory redemption
Unless previously redeemed or purchased and cancelled as provided below, each of the Bonds will be redeemed at its
principal amount on 15 May 2021.
(b) Redemption for taxation reasons
If the Issuer satisfies the Trustee immediately prior to the giving of the notice referred to below that on the next Interest
Payment Date the Issuer will be required to pay additional amounts as provided in Condition 6 or to account to any taxing
authority in the United Kingdom for any amount (other than any tax withheld or deducted from interest payable in respect
of the Bonds) calculated by reference to any amount payable in respect of the Bonds, then the Issuer may, having given
not less than 30 nor more than 60 days' notice to the Trustee and, in accordance with Condition 15, the Bondholders
(which notice shall be irrevocable), redeem at any time all, but not some only, of the Bonds at their principal amount plus
accrued interest. Upon the expiry of such notice the Issuer shall be bound to redeem the Bonds accordingly.
(c) Purchases
The Issuer or any of its Subsidiaries (as defined in the Trust Deed) may at any time purchase Bonds in any manner and
at any price. If purchases are made by tender, tenders must be made available to all Bondholders alike.
(d) Cancellation
All Bonds redeemed by the Issuer will be cancelled forthwith (together with all unmatured Coupons presented therewith)
and such Bonds may not be reissued or resold. Bonds purchased by the Issuer or any of its Subsidiaries may be held or
resold or surrendered for cancellation.
5. Payments
Subject as provided below, all payments of principal and interest in respect of the Bonds will be made against presentation
and surrender of Bonds or, as the case may be, Coupons (i) in sterling at the specified office of the Paying Agent in
London or (ii) at any specified office of any of the Paying Agents outside the United States of America and its possessions
by transfer to a sterling account maintained by the payee with, or by sterling cheque drawn on, a bank in London, subject
in all cases to any fiscal or other laws or regulations applicable in the place of payment but without prejudice to the
provisions of Condition 6.
Notwithstanding the foregoing, the Issuer reserves the right to require Couponholders who do not make a declaration
(such declaration being to the satisfaction of the United Kingdom Inland Revenue) that they are not resident in the United
Kingdom to present their Coupons at a specified office of a Paying Agent situated outside the United Kingdom, if the
Issuer would otherwise be obliged to account to any taxing authority in the United Kingdom for any amount in respect of
income tax (other than any tax withheld or deducted from interest payable in respect of the Bonds) calculated by reference
to the interest represented by the relevant Coupon. Each Bond should be presented for payment together with all relative
unmatured Coupons. Upon the due date for early redemption of any Bond, unmatured Coupons relating to such Bond
(whether or not attached) shall become void and no payment shall be made in respect of them. Where any Bond is
presented for early redemption without all unmatured Coupons relating to it, redemption shall be made only against the
provision of such indemnity and/or security as the Issuer may reasonably require. If the date on which any Bond becomes
due and payable is not an Interest Payment Date, interest accrued from the immediately preceding Interest Payment Date
or from 15 May 1996, as the case may be, shall be payable only upon presentation of such Bond.
If the due date for payment of any amount of principal or interest in respect of any Bond is a Saturday or Sunday or is not
a day on which banks are open for business in London and, where applicable, in the place where the relevant Bond or
Coupon is presented for payment, then the holder thereof shall not be entitled to payment in such place of the amount due
until the next following such day (other than a Saturday or Sunday) nor to any further interest or other payment in respect
of any such delay.
The names of the initial Paying Agents and their specified offices are set out at the end of these Conditions. The Issuer
may, with the prior approval of the Trustee, vary or terminate the appointment of any Paying Agent and/or appoint
additional Paying Agents and/or approve any change in the specified office of any Paying Agent, provided that so long
as any Bonds remain outstanding the Issuer will maintain a Paying Agent with a specified office in continental Europe
and, so long as the Bonds are listed on the London Stock Exchange, a Paying Agent with a specified office in London,
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Notice of any such variation, termination or appointment and of any changes in the specified offices of the Paying Agents
will be given by the Issuer to the Bondholders in accordance with Condition 15.
6. Taxation
All payments of principal and interest in respect of the Bonds by the Issuer will be made without withholding of or
deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatsoever
nature imposed or levied by the United Kingdom or any political sub-division thereof or by any authority therein or
thereof having power to tax, unless the withholding or deduction of such taxes, duties, assessments or governmental
charges is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that
the net amounts receivable by the holders after such withholding or deduction shall equal the respective amounts of
principal and interest which would have been receivable in respect of the Bonds or the Coupons (as the case may be) in
the absence of such withholding or deduction, except that no such additional amounts shall be payable with respect to any
Bond or Coupon presented for payment:
(i) by or on behalf of a holder who (a) is able to avoid such withholding or deduction by satisfying any statutory
requirements or by making a declaration of non-residence or other claim for exemption to the relevant tax authority;
or (b) is liable to such taxes, duties, assessments or governmental charges in respect of such Bond or Coupon
otherwise than merely by the holding of such Bond or Coupon; or
(ii) more than 30 days after the relevant date except to the extent that the holder thereof would have been entitled to
such additional amounts on presenting the same for payment on the last day of such period of 30 days; or
(iii) in the United Kingdom.
For this purpose and for the purpose of Condition 9, the "relevant date" means the date on which the payment in respect
of the Bonds or the Coupons first becomes due and payable but if the full amount of the moneys payable on such date has
not been received by the Principal Paying Agent or the Trustee on or prior to such date, the "relevant date" means the date
on which, such moneys having been so received, notice to that effect shall have been given to the Bondholders in
accordance with Condition 15.
References herein to principal or interest shall be deemed to include any additional amounts which may become payable
pursuant to the foregoing provisions or any undertakings given in addition thereto or in substitution therefor pursuant to
the Trust Deed.
7. Default
(a) If the Issuer shall not make payment of any principal or any interest in respect of the Bonds for a period of 14 days or
more after the due date for the same the Trustee may institute proceedings in England (but not elsewhere) for the winding-
up of the Issuer and prove in such winding-up.
(b) The Trustee may institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition
or provision binding on the Issuer under the Trust Deed or the Bonds (other than any other obligation for payment of any
principal or interest in respect of Bonds or Coupons) provided that the Issuer shall not by virtue of any such proceedings
be obliged to pay (i) any sum or sums representing principal or interest in respect of the Bonds or Coupons sooner than
the same would otherwise have been payable by it or (ii) any damages (save in respect of the Trustee's fees and expenses
incurred by it in its personal capacity).
(c) In the event of the commencement of the winding-up of the Issuer or the commencement of the dissolution of the
Issuer (except in any such case a winding-up or dissolution for the purpose of a reconstruction or amalgamation or the
substitution in place of the Issuer of a Successor in Business (as defined in the Trust Deed) the terms of which have
previously been approved in writing by the Trustee or by an Extraordinary Resolution of the Bondholders or as a result
of an amalgamation pursuant to Section 93 of the Act or a transfer of engagements pursuant to Section 94 of the Act or
a transfer of its business pursuant to Section 97 of the Act), the Trustee at its discretion may, and if so requested in writing
by the holders of at least 25 per cent. in principal amount of the Bonds then outstanding or as directed by an Extraordinary
Resolution of the Bondholders shall (subject to it first being indemnified to its satisfaction) (i) declare the Bonds to be
due and repayable immediately (and the Bonds shall thereby become so due and repayable) at their principal amount
together with accrued interest as provided in the Trust Deed and (ii) prove in the winding-up of the Issuer.
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8 . Enforcement of Rights
The Trustee shall not be bound to take any of the actions referred to in Condition 7 above to enforce the obligations of
the Issuer under the Trust Deed, unless (i) it shall have been so directed by an Extraordinary Resolution or so requested
in writing by Bondholders holding at least 25 per cent. in principal amount of the Bonds then outstanding and (ii) it shall
have been indemnified to its satisfaction. No Bondholder or Couponholder shall be entitled to institute proceedings
directly against the Issuer, unless the Trustee, having become bound so to proceed, fails to do so within a reasonable time
and such failure is continuing.
No remedy against the Issuer, other than as referred to in Condition 7, shall be available to the Trustee or the Bondholders
or Couponholders, whether for the recovery of amounts owing in respect of the Bonds or under the Trust Deed or in
respect of any breach by the Issuer of any of its other obligations under or in respect of the Bonds or under the Trust Deed.
9 . Prescription
Bonds and Coupons will become void unless presented for payment within 12 years and six years respectively from the
relevant date (as defined in Condition 6) in respect thereof.
10. Meetings of Bondholders, Modification and Waiver
The Trust Deed contains provisions for convening meetings of Bondholders to consider any matter affecting their
interests, including the modification by Extraordinary Resolution of the terms and conditions of the Bonds or the
provisions of the Trust Deed. The quorum at any such meeting for passing an Extraordinary Resolution will be one or
more persons holding or representing a clear majority of the principal amount of the Bonds for the time being outstanding,
or at any adjourned meeting one or more persons being or representing Bondholders whatever the principal amount of the
Bonds for the time being outstanding so held or represented, except that at any meeting the business of which includes
the modification of certain of the terms and conditions of the Bonds or certain of the provisions of the Trust Deed the
necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less
than two-thirds, or at any adjourned such meeting not less than one-third, of the principal amount of the Bonds for the
time being outstanding. An Extraordinary Resolution passed at any meeting of Bondholders will be binding on all
Bondholders, whether or not they are present at the meeting, and on all Couponholders.
The Trust Deed provides for a resolution in writing signed by or on behalf of the holder or holders of not less than 90 per
cent. of the Bonds for the time being outstanding to be as effective and binding as if it were an Extraordinary Resolution
duly passed at a meeting of the Bondholders.
The Trust Deed also provides that the Trustee may agree, without the consent of the Bondholders or Couponholders, to
any modification (subject to certain exceptions) of, or to the waiver or authorisation of any breach or proposed breach of,
any of the terms and conditions of the Bonds or any of the provisions of the Trust Deed which is not, in the opinion of
the Trustee, materially prejudicial to the interests of the Bondholders or to any modification which is of a formal, minor
or technical nature or which is made to correct a manifest error. Any such modification, waiver or authorisation shall be
binding on the Bondholders and the Couponholders and, unless the Trustee agrees otherwise, any such modification shall
be notified to the Bondholders as soon as practicable thereafter in accordance with Condition 15.
1 1 . Substitution
(a) Subject as provided in the Trust Deed, the Trustee, if it is satisfied that so to do would not be materially prejudicial to
the interests of the Bondholders, may agree, without the consent of the Bondholders or Couponholders, to the substitution
of any Successor in Business (as defined in the Trust Deed) of the Issuer or a holding company of the Issuer or of a
Subsidiary (as defined in the Trust Deed) of the Issuer or of any such Successor in Business or of any such holding
company, not being in any such case a building society formed by the amalgamation of the Issuer and one or more other
building societies pursuant to Section 93 of the Act or a building society to which the Issuer has transferred its
engagements pursuant to Section 94 of the Act or the successor in accordance with Section 97 of the Act, in place of the
Issuer as principal debtor under the Trust Deed, the Bonds and the Coupons, provided:
(i) (in the case of the substitution of any company which is a Subsidiary of the Issuer or of such Successor in Business
or of such holding company) that the obligations of such Subsidiary in respect of the Trust Deed, the Bonds and the
Coupons shall be guaranteed by the Issuer or such Successor in Business or such holding company in such form as
the Trustee may require; and
(ii) that the obligations of such Successor in Business or Subsidiary of the Issuer or of any such Successor in Business
or of such holding company and any such guarantee shall be subordinated on a basis considered by the Trustee to
be equivalent to that in respect of the Issuer's obligations in respect of the Bonds and Coupons.
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<b) If the Issuer shall amalgamate with one or more other building societies pursuant to Section 93 of the Act or transfer
its engagements to another building society pursuant to Section 94 of the Act or transfer the whole of its business to a
successor in accordance with Section 97 of the Act the successor will, pursuant to such provisions, automatically be
substituted in place of the Issuer as principal debtor under the Trust Deed, the Bonds and the Coupons without any prior
approval thereof being required from the Bondholders, the Couponholders or the Trustee.
Prospective Bondholders are referred to "General Information" below for a description of the ranking of the claims of
Bondholders and Couponholders following a transfer in accordance with Section 97 of the Act.
(c) In the case of a substitution pursuant to this Condition, the Trustee may in its absolute discretion agree, without the
consent of the Bondholders or Couponholders, to a change of the law governing the Bonds, the Coupons and/or the Trust
Deed and/or the Paying Agency Agreement and to such other amendments to the Trust Deed and such other conditions
as the Trustee may require provided that such change, amendment or condition would not in the opinion of the Trustee
be materially prejudicial to the interests of the Bondholders.
Any such substitution shall be binding on the Bondholders and the Couponholders and, unless the Trustee agrees
otherwise, any such substitution shall be notified to the Bondholders as soon as practicable thereafter in accordance with
Condition 15.
12. Further Issues
The Issuer shall be at liberty from time to time without the consent of the Bondholders or the Couponholders to create
and issue further notes or bonds either ranking pari passu in all respects (or in all respects save for the first payment of
interest thereon) and (in the case of bonds) so that the same shall be consolidated and form a single issue with the Bonds
or upon such terms as to interest, premium, redemption and otherwise as the Issuer may at the time of the issue thereof
determine. Any such bonds, if they are to form a single issue with the Bonds, shall be constituted by a deed supplemental
to the Trust Deed and in any other case if the Trustee so agrees may be so constituted. The Trust Deed contains provisions
for convening a single meeting of the Bondholders and the holders of notes or bonds of other series for the purpose of
passing an Extraordinary Resolution in certain circumstances where the Trustee so decides.
13. Replacement of Bonds and Coupons
If a Bond or Coupon is mutilated, defaced, destroyed, stolen or lost it may be replaced at the specified office of the
Principal Paying Agent on payment of such costs as may be incurred in connection therewith and on such terms as to
evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Bonds or Coupons must be
surrendered before replacements will be issued.
14. Indemnification and Exercise of Functions
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility in certain
circumstances including provisions relieving it from instituting proceedings to enforce payment unless indemnified to its
satisfaction.
In connection with the exercise of any of its functions (including but not limited to those relating to any proposed
modification, waiver or authorisation or substitution), the Trustee shall have regard to the interests of the Bondholders as
a class and shall not have regard to the consequences of such exercise for individual Bondholders or Couponholders
resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the
jurisdiction of, any particular territory. No Bondholder or Couponholder shall, in connection with any such modification,
waiver, authorisation or substitution, be entitled to claim any indemnification or payment in respect of any tax or other
consequence thereof upon individual Bondholders or Couponholders except to the extent provided for by Condition 6.
15. Notices
All notices regarding the Bonds will be valid if published in the Financial Times or any other daily newspaper in London
approved by the Trustee or, if this is not possible, in one other English language daily newspaper approved by the Trustee
with general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication
or, if published more than once, on the date of the first such publication.
16. Governing Law
The Trust Deed, the Bonds and the Coupons are governed by, and shall be construed in accordance with, English law.
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SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE REPRESENTED BY THE GLOBAL BONDS
The following is a summary of the provisions to be contained in the Trust Deed constituting the Bonds and in the
Global Bonds (as defined below) which will apply to, and in some cases modify, the Terms and Conditions of the
Bonds while the Bonds are represented by the Temporary Global Bond or the Permanent Global Bond (together
the "Global Bonds").
(1) The Permanent Global Bond will be exchangeable (free of charge to the holder) for definitive Bonds (i) upon the
happening of any of the events set out in Condition 7(a) or (c), (ii) if either Euroclear or Cedel Bank is closed for business
for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention
permanently to cease business or does in fact do so and no alternative clearance system satisfactory to the Trustee is
available, or (iii) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or
otherwise) or as a result of a change in the practice of Euroclear and/or Cedel Bank which would not be suffered were the
Bonds in definitive form and a certificate to such effect is given to the Trustee. In any such event, the Issuer will issue
definitive Bonds in bearer form, serially numbered, in the denominations of £10,000 and £100,000 each with interest
coupons attached on issue (in exchange for the entire Permanent Global Bond) within 45 days of the occurrence of the
relevant event in (i), (ii) or (iii) above.
(2) No payment will be made on the Temporary Global Bond unless exchange for an interest in the Permanent Global
Bond is improperly withheld or refused. Payments of principal and interest in respect of Bonds represented by a Global
Bond will, subject as set out below, be made against presentation for endorsement and, if no further payment falls to be
made in respect of the Bonds, surrender of such Global Bond to the order of the Principal Paying Agent or such other
Paying Agent as shall have been notified to the Bondholders for such purposes. A record of each payment made will be
endorsed on the appropriate schedule to the relevant Global Bond by or on behalf of the Principal Paying Agent, which
endorsement shall be prima facie evidence that such payment has been made in respect of the Bonds. Payments of interest
on the Temporary Global Bond will only be made upon certification as to non-U.S. beneficial ownership.
(3) For so long as the Bonds are represented by a Global Bond and such Global Bond is held on behalf of Euroclear
and/or Cedel Bank, notices to Bondholders may be given by delivery of the relevant notice to Euroclear and/or Cedel
Bank (as the case may be) for communication to the relative Accountholders (as defined below) rather than by publication
as required by Condition 15. Any such notice shall be deemed to have been given to the Bondholders on the seventh day
after the day on which such notice is delivered to Euroclear and/or Cedel Bank (as the case may be) as aforesaid.
(4) For so long as any of the Bonds is represented by a Global Bond and such Global Bond is held on behalf of
Euroclear and/or Cedel Bank, each person who is for the time being shown in the records of Euroclear or Cedel Bank as
the holder of a particular principal amount of such Bonds (each an "Accountholder") (in which regard any certificate or
other document issued by Euroclear or Cedel Bank as to the principal amount of such Bonds standing to the account of
any person shall be conclusive and binding for all purposes) shall be treated as the holder of such principal amount of
such Bonds for all purposes (including for the purposes of any quorum requirements of, or the right to demand a poll at,
meetings of the Bondholders) other than with respect to the payment of principal and interest on such Bonds, the right to
which shall be vested, as against the Issuer and the Trustee, solely in the bearer of the relevant Global Bond in accordance
with and subject to its terms and the terms of the Trust Deed. Each Accountholder must look solely to Euroclear or Cedel
Bank, as the case may be, for its share of each payment made to the bearer of the relevant Global Bond.
(5) Claims against the Issuer in respect of principal (other than principal comprised in a withheld amount) and interest
(other than interest comprised in, or accrued on, a withheld amount) on the Bonds represented by a Global Bond will be
prescribed after 12 years (in the case of principal) and six years (in the case of interest) from the relevant date (as defined
in Condition 6).
(6) Cancellation of any Bond represented by a Global Bond and required by the Terms and Conditions of the Bonds to
be cancelled following its purchase will be effected by endorsement by or on behalf of the Principal Paying Agent of the
reduction in the principal amount of the relevant Global Bond on the relevant schedule thereto.
(7) In considering the interests of Bondholders while a Global Bond is held on behalf of a clearing system the Trustee
may have regard to any information provided to it by such clearing system or its operator as to the identity (either
individually or by category) of its Accountholders with entitlements to the relevant Global Bond and may consider such
interests as if such Accountholders were the holders of the relevant Global Bond.
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USE OF PROCEEDS
The net proceeds of the issue of the Bonds, which are estimated to be approximately £295,689,000, will be applied for
the general purposes of the Issuer.
SOURCE OF FUNDS AND CAPITALISATION
The following table is a summary on a consolidated basis of the source of funds of the Issuer, its subordinated
indebtedness adjusted to reflect the issue of the Bonds, its subscribed capital and general reserves as at 31 January 1996.
As at
31 January
1996
(Audited, adjusted)
(in millions of £)
Retail Funds a n d Deposits
Shares (Note 1) 67,103
Deposits 5,608
Accrued interest 2,203
Total Retail Funds and Deposits 74,914
Non-retail Funds a n d Deposits
Amounts owed to credit institutions 601
Certificates of deposit 3,371
Negotiable bonds 24
Fixed and floating rate notes (Note 3) 7,166
Other deposits and loans 3,549
Shares (Note 1) 278
Accrued interest 270
Total Non-retail Funds and Deposits (Note 2) 15,259
Subordinated Indebtedness
10 1/2 per cent. Subordinated Bonds 1998 50
Subordinated Variable Rate Notes 2001 50
11 per cent. Subordinated Bonds 2014 250
10 1/2 per cent. Subordinated Bonds 2018 150
9 3/8 per cent. Subordinated Bonds 2021 (now being issued) 300
Total Subordinated Indebtedness 800
Subscribed Capital
12 per cent. Permanent Interest Bearing Shares 100
8 3/4 per cent. Permanent Interest Bearing Shares 100
13 5/8 per cent. Permanent Interest Bearing Shares 75
Total Subscribed Capital 275
G e n e r a l Reserves 6,234
Notes:
(1) Ordinary share accounts normally permit a withdrawal of funds on demand; other share accounts, if they are not for a fixed term, usually require either periods of notice
of up to three months or the retention of a minimum balance, if penalties for early withdrawal are to be avoided. The Rules of the Issuer provide, where necessary for
the lawful or prudent conduct of the Society's business, that the Board may at any time and from time to time and without notice limit the amount of shareholders' funds
that may be withdrawn from the Issuer. If the Issuer were to go into liquidation, the claims of depositors and other unsubordinated creditors would have to be met in
full before any moneys were paid out in respect of any share ccount (subject to any applicable statutory exceptions).
(2) Amounts of indebtedness denominated in currencies other than sterling are represented in the above table by sterling equivalent amounts calculated using the
appropriate spot rates prevailing on the date as at which the capitalisation table is prepared.
(3) Since 31 January 1996 the Issuer has issued fixed and floating rate notes in an amount of £5,000,000 and has redeemed fixed and floating rate notes in an amount of
£842,518,900.
(4) Save as disclosed above there have been no material changes in the Issuer's non-retail funds and deposits or subordinated indebtedness, nor in its retail funds and
deposits or subscribed capital (including no changes in the outstanding amount of the Permanent Interest Bearing Shares) since 31 January 1996.
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HAUFAX BUILDING SOCIETY
Purpose
Halifax Building Society (the "Society") is a building society whose principal purpose is to raise, primarily by the
subscriptions of its members, a stock or fund for making to them advances secured on land for their residential use. The
Society and its subsidiaries comprise a personal finance group (the "Group") which, in addition to housing finance and
personal savings, provides a range of personal banking, insurance and property services throughout the United Kingdom.
History
The Society was formed in 1853 as the Halifax Permanent Benefit Building Society. It was incorporated in England in
1875 under the Building Societies Act 1874 and in 1928 it amalgamated with The Halifax Equitable Benefit Building
Society to become the Halifax Building Society.
On 1st August 1995, Leeds Permanent Building Society (the "Leeds") transferred its engagements to the Society under
Section 94 of the Building Societies Act 1986 (the "Act"). The merged society has retained the name Halifax Building
Society and has combined total assets of around £99 billion. It continues to focus on savings, mortgages and insurance
products and is a leading participant in the personal financial services sector in the United Kingdom.
Constitution and Regulatory Environment
The Society is an authorised building society under the Act and, as such, it is a mutual organisation. Its members comprise
holders of investment shares in, and borrowers whose loans are secured by mortgage to, the Society. Depositors with, and
lenders to, the Society (including holders of the Notes) are not members and, accordingly, have no voting rights.
The Act includes provisions enabling a building society, subject to its members' approval and to the subsequent
confirmation of the Building Societies Commission, to merge with one or more building societies and to transfer its
business to a public company limited by shares. The Society's plans in this regard are discussed on page 11. One of the
grounds on which the Building Societies Commission will refuse to confirm a transfer of business is if the successor
company will not become an authorised institution for the purposes of the Banking Act 1987.
Recent and Proposed Legislation
Upon completion of a review of the Act, the Government announced that it intended to remove most of the statutory
restrictions on societies' powers through the introduction of a permissive powers regime. At the same time, it proposed
a package of measures to enhance the accountability of societies' boards to the members and emphasised the importance
of maintaining a sound prudential framework.
To date the Government has announced three significant extensions to societies' powers, to allow them to raise up to 50
per cent. of their funds in the wholesale markets; to allow them to make business loans not secured on land; and to allow
them to own a general insurance company writing personal lines business. The first two measures are already in force and
the third will come into force on 1 July 1996.
The Government has published a Bill in draft form for wider public consultation to which responses are required by HM
Treasury no later than 14 June 1996.
Principal Establishment
The principal place of business of the Society is Trinity Road, Halifax HX1 2RG.
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