Obligation AVIVA Plc 0% ( XS0138717953 ) en EUR

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XS0138717953 ( en EUR )

14/11/2011 - Obligation échue

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Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/11/2011

OFFERING CIRCULAR
CGNU plc
(Incorporated in England with limited liability, registered number 2468686)
£700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036
Issue Price: 98.850 per cent.
800,000,000 5.75 per cent. Fixed/Floating Rate Subordinated Notes due 2021
Issue Price: 99.890 per cent.
Interest on the £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 14 November 2036 (the "Sterling Notes" or "Sterling Bonds")
and the 800,000,000 5.75 per cent. Fixed/Floating Rate Subordinated Notes due 14 November 2021 (the "Euro Notes" or "Euro Bonds") of C G N U plc (the
"Issuer") is payable from and including 14 November 2001 to but excluding 16 November 2026 at the rate of 6.125 per cent. per annum in respect of the Sterling
Notes, and to but excluding 14 November 2011 at the rate of 5.75 per cent. per annum in respect of the Euro Notes annually in arrear. Thereafter, the rate of
interest for each Tranche of Notes will be recalculated as described herein. Following 14 November 2011, the interest on the Euro Notes will be payable quarterly
in arrear on each Interest Payment Date (as defined herein under "Terms and Conditions of the Euro Notes") and the interest on the Sterling Notes will continue
to be payable annually in arrear. Payments of principal and interest on the Notes may, in certain circumstances, be deferred. See "Terms and Conditions of the
Sterling Notes - 5 Deferral of Payments" and "Terms and Conditions of the Euro Notes - 5 Deferral of Payments". The Sterling Notes mature on 14 November
2036 and the Euro Notes mature on the Interest Payment Date falling on, or nearest to, 14 November 2021. Payments in respect of the Notes will be made
without deduction for or on account of taxes of the United Kingdom, unless such deduction is required by law. In the event that any such deduction is made,
the Notes will be subject to grossing up by the Issuer, subject to certain exceptions as are more fully described under "Terms and Conditions of the Sterling
Notes - 9 Taxation" and "Terms and Conditions of the Euro Notes 9 Taxation".
Subject to obtaining the prior consent of the Financial Services Authority ("FSA") and any other relevant regulatory approval (if so required), (i) the Euro Notes
are redeemable in whole (but not in part), at the option of the Issuer, at the aggregate principal amount thereof (together with accrued interest and any Arrears
of Interest (as defined herein)) on 14 November 2011 and on any Interest Payment Date (as defined under the Terms and Conditions of the Euro Notes) thereafter,
and (ii) the Sterling Notes are redeemable in whole (but not in part) at the option of the Issuer at the aggregate principal amount thereof (together with accrued
interest and any Arrears of Interest) on 16 November 2026 or any Reset Date (as defined in the "Terms and Conditions of the Sterling Notes") thereafter. In
addition, subject to the Issuer having obtained the prior consent of the FSA and any other relevant regulatory approval (if so required), each Tranche of the
Notes is redeemable in whole (but not in part) at the option of the Issuer in the case of the Sterling Notes, at any time, and in the case of the Euro Notes, at any
time prior to 14 November 2011 and thereafter only on an Interest Payment Date, if a Tax Event (as defined in "Terms and Conditions of the Sterling Notes
6 Redemption and Purchase" and "Terms and Conditions of the Euro Notes 6 Redemption and Purchase") occurs at their principal amount together with any
accrued interest and any Arrears of Interest. See "Terms and Conditions of the Sterling Notes - 6 Redemption and Purchase" and "Terms and Conditions of the
Euro Notes 6 Redemption and Purchase", respectively. Each Tranche is also redeemable in whole (but not in part), at the option of the Issuer, in the case of
the Sterling Notes, at any time and, in the case of the Euro Notes, at any time prior to 14 November 2011 and thereafter only on an Interest Payment Date if the
Issuer satisfies the Trustee that a Capital Disqualification Event (as defined in "Terms and Conditions of the Sterling Notes 6 Redemption and Purchase" and
"Terms and Conditions of the Euro Notes 6 Redemption and Purchase", respectively) occurs, at their Special Redemption Price (as defined in "Terms and
Conditions of the Sterling Notes 6 Redemption and Purchase" and "Terms and Conditions of the Euro Notes - 6 Redemption and Purchase", respectively) if
the date of redemption falls on or before 14 November 2011 in respect of the Euro Notes or on or before 16 November 2026 in respect of the Sterling Notes
and at their principal amount if the date of redemption falls thereafter together, in each case, with any accrued interest and any Arrears of Interest. See "Terms
and Conditions of the Sterling Notes 6 Redemption and Purchase" and "Terms and Conditions of the Euro Notes 6 Redemption and Purchase", respectively.
The Notes constitute subordinated obligations of the Issuer, as described under "Terms and Conditions of the Sterling Notes 2 Status and Subordination" and
"Terms and Conditions of the Euro Notes 2 Status and Subordination". The Notes will rank on a winding up of the Issuer in priority to all undated or perpetual
subordinated obligations of, and share capital in, the Issuer.
Application has been made to the FSA in its capacity as competent authority under the Financial Services Act 1986, as amended, (the "UK Listing Authority")
for the Notes to be admitted to the official list maintained by the UK Listing Authority (the "Official List") and to the London Stock Exchange plc (the "London
Stock Exchange") for the Notes to be admitted to trading on the London Stock Exchange's market for listed securities. Admission to the Official List together
with admission to trading on the London Stock Exchange's market for listed securities constitute official listing on a recognised investment exchange. Copies of
this Offering Circular, which comprises listing particulars which have been approved by the UK Listing Authority, have been delivered to the Registrar of
Companies in England and Wales as required by Section 149 of the Financial Services Act 1986, as amended.
Each Tranche of Notes will initially be represented by a temporary global note (each a "Temporary Global Note"), without interest coupons or talons, which
will be deposited with a common depositary on behalf of Euroclear Bank, S.A./N.V. as operator of the Euroclear system ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") on or about 14 November 2001 (the "Closing Date"). Each Temporary Global Note will be exchangeable for
interests in a permanent global note (each a "Permanent Global Note"), without interest coupons or talons, not earlier than 40 days after the Closing Date upon
certification of non-U.S. beneficial ownership. Each Permanent Global Note will be exchangeable for definitive notes only in certain limited circumstances, as
described under "Terms and Conditions of the Sterling Notes 1 Form, Denomination and Transfer" and "Terms and Conditions of the Euro Notes - 1 Form,
Denomination and Transfer", respectively.
Joint bookrunners
BARCLAYS CAPITAL LEHMAN BROTHERS
(Structuring Adviser)
MERRILL LYNCH INTERNATIONAL SOCIÉTÉ GÉNÉRALE
Co managers
ABN A M R O HSBC THE ROYAL BANK OF SCOTLAND,
FINANCIAL MARKETS
12 November 2001

This document comprises listing particulars given in compliance with the listing rules made under Section
142 of the Financial Services Act 1986, as amended, by the UK Listing Authority for the purposes of giving
information with regard to the Issuer, the Group and the Notes. The Issuer accepts responsibility for all the
information contained in this Offering Circular. To the best of the Issuer's knowledge and belief (which has
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.
In this Offering Circular, references to "CGNU" and the "Issuer" are to CGNU plc, and references to
"CGNU Group" or the "Group" are to CGNU plc and its subsidiaries. Unless expressly indicated
otherwise, and apart from references to "Notes" in the terms and conditions of each tranche of Notes and
in "Summary of Provisions Relating to the Notes while in Global Form" where references to "Notes" means
the Notes of the relevant Tranche, the Sterling Notes and the Euro Notes are together referred to herein as
the "Notes" and each a "Tranche".
No dealer, salesman or other person is authorised to give any information or to make any representations
other than those contained in this Offering Circular in connection with the offering or sale of the Notes and,
if given or made, such information or representations must not be relied upon as having been authorised
by the Issuer or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of
this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication
or constitute a representation that there has been no change in the affairs of the Issuer or the Group since
the date hereof. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of
the Issuer or the Managers to subscribe for or purchase, any of the Notes.
The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be
restricted by law. Neither the Issuer nor any Manager represents that this Offering Circular may be
lawfully distributed, or that the Notes 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 assumes any responsibility for facilitating any such distribution or offering. In particular,
save for obtaining the approval of this Offering Circular as listing particulars by the UK Listing Authority
and delivery of copies of this Offering Circular to the Registrar of Companies in England and Wales, no
action has been taken by the Issuer or any of the Managers which would permit a public offering of the
Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, the Notes may not 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 comes are required by the Issuer and the Managers to inform
themselves about and to observe any applicable restrictions. For a description of certain further restrictions
on the offering, sale and delivery of the Notes and on the distribution of this Offering Circular, see
"Subscription and Sale" below.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and
are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered, sold
or delivered within the United States of America or to United States persons.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
"pounds", "sterling" and "£" are to the currency of the United Kingdom of Great Britain and Northern
Ireland (the "United Kingdom"), all references to "" and "euro" are to the single currency which was
introduced at the start of the third stage of European Economic and Monetary Union, pursuant to the
Treaty establishing the European Communities (as amended by the Treaty on European Union and the
Treaty of Amsterdam) and all references to "DEM" are to the currency of the Federal Republic of
Germany.
IN CONNECTION WITH THESE ISSUES, LEHMAN BROTHERS INTERNATIONAL (EUROPE)
MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR MAINTAIN THE
MARKET PRICE OF THE STERLING NOTES AND THE EURO NOTES AT A LEVEL WHICH
MIGHT NOT OTHERWISE PREVAIL. SUCH STABILISING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
2

TABLE OF CONTENTS
Page
TERMS AND CONDITIONS OF THE STERLING NOTES 4
TERMS AND CONDITIONS OF THE EURO NOTES 17
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM. 31
USE OF PROCEEDS 31
DESCRIPTION OF THE GROUP 32
CAPITALISATION AND INDEBTEDNESS OF THE ISSUER 47
UNITED KINGDOM TAXATION 48
SUBSCRIPTION AND SALE 49
GENERAL INFORMATION 51
3

TERMS AND CONDITIONS OF THE STERLING NOTES
The following are the terms and conditions of the Sterling Notes substantially in the form in which they will appear
on the Sterling Notes in definitive form.
The £700,000,000 6.125 per cent. Fixed/Fixed Rate Reset Subordinated Notes due 2036 (the "Notes", which
expression shall in these Conditions, unless the context otherwise requires, include any further notes issued
pursuant to Condition 15 and forming a single series with the Notes) of CGNU plc (the "Issuer") are constituted
by a trust deed (the "Trust Deed") dated 14 November 2001 between the Issuer and The Law Debenture Trust
Corporation p.l.c. (the "Trustee", which expression shall include all persons for the time being the trustee or
trustees under the Trust Deed) as trustee for the holders of the Notes (the "Noteholders"). The issue of the Notes
was authorised pursuant to resolutions of the Board of Directors of the Issuer passed on 19 September 2001, and
resolutions of a duly authorised committee of the Board of Directors passed on 18 October 2001. The statements
in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Copies of
the Trust Deed and the paying agency agreement (the "Paying Agency Agreement") dated 14 November 2001
made between the Issuer, HSBC Bank plc as principal paying agent (the "Principal Paying Agent", which
expression shall include any successor thereto) and the other paying agents named therein (together with the
Principal Paying Agent, the "Paying Agents"), HSBC Bank plc as calculation agent (the "Calculation Agent",
which expression shall include any successor thereto) and the Trustee are available for inspection during normal
business hours by the Noteholders and the holders of the interest coupons (the "Coupons") appertaining to Notes
in definitive form (the "Couponholders") at the registered office of the Trustee, being at the date hereof at Fifth
Floor, 100 Wood Street, London EC2V 7EX and at the specified office of each of the Paying Agents. The
Noteholders and the Couponholders are entitled to the benefit of, and are bound by, all the provisions of the Trust
Deed, and are deemed to have notice of all the provisions of the Paying Agency Agreement applicable to them.
1. Form, Denomination and Transfer
(a) Form and Denomination
The Notes are in bearer form in the denominations of £10,000 and £100,000, serially numbered. Notes of
one denomination may not be exchanged for Notes of the other denomination.
(b) Global Notes
The Notes are initially represented by a temporary global note (the "Temporary Global Note") in bearer
form, without Coupons attached, in the principal amount of £700,000,000 deposited with a common
depositary (the "Common Depositary") for Euroclear Bank S.A./N.V., as operator of the Euroclear
System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on 14
November 2001. Not earlier than 27 December 2001, the Temporary Global Note is exchangeable for a
further global note in bearer form, without Coupons attached, in the principal amount of up to
£700,000,000 (the "Permanent Global Note"). Exchanges of interests in the Temporary Global Note for
interests in the Permanent Global Note will be effected only upon certification as to non-U.S. beneficial
ownership. A beneficial owner must exchange his interest in the Temporary Global Note for an interest in
the Permanent Global Note before payments of principal or interest on the Notes can be collected. The
Temporary Global Note and the Permanent Global Note are together referred to as the "Global Notes".
The Permanent Global Note will only be exchangeable for definitive Notes in certain limited circumstances
described in paragraph (e) below. Title to each Global Note will pass by delivery (without prejudice to
paragraphs (c) and (d) of this Condition 1). The Issuer and the Trustee may (to the fullest extent permitted
by applicable laws but without prejudice to paragraph (d) of this Condition 1) deem and treat the bearer of
a Global Note as the absolute owner for all purposes (whether or not such Global Note shall be overdue
and notwithstanding any notice of ownership or writing on such Global Note or any notice of previous loss
or theft of such Global Note).
(c) Transfers
For so long as the Notes are represented by a Global Note, such Notes will be transferable in accordance
with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as appropriate.
Title to the definitive Notes issued in the limited circumstances described in paragraph (e) of this Condition
1 and the Coupons will pass by delivery.
4

(d) Title
For so long as the Notes are represented by a Global Note, each person who is for the time being shown in
the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular principal amount of
Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg
as to the principal amount of the Notes standing to the account of any person shall be conclusive and
binding for all purposes) shall be treated by the Issuer, the Trustee, the Paying Agents and the bearer of the
relevant Global Note as a holder of such principal amount of Notes (and the expression "Noteholder" and
references to "holding of Notes" and to "holders of Notes" shall be construed accordingly) for all
purposes other than with respect to the payment of principal and interest on the Notes, the right to which
shall be vested, as against the Issuer and the Trustee, solely in the bearer of the Permanent Global Note in
accordance with and subject to its terms and the terms of the Trust Deed. Any reference herein to Euroclear
and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference
to any additional or alternative clearing system approved by the Trustee.
(e) Definitive Notes
If (i) any event described in paragraph (a) of Condition 8 occurs and is continuing, (ii) the Permanent
Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or such other clearing system as
shall have been approved by the Trustee and such Clearing System 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 and no alternative clearance system satisfactory to the Trustee is available
or (iii) the Trustee is satisfied that on the occasion of the next payment in respect of the Notes the Issuer
or any Paying Agent would be required to make any deduction or withholding from any payment in respect
of the Notes which would not be required were the Notes in definitive form, then the Issuer will (at no cost
to the Noteholders) issue definitive Notes, serially numbered, in the denominations of £10,000 and
£100,000 each with Coupons attached on issue (in exchange for the entire Permanent Global Note) within
45 days of the occurrence of the relevant event described in (i), (ii) or (iii) above.
2. Status and Subordination
The Notes constitute direct, unsecured and (save as to subordination) unconditional obligations of the Issuer and
rank, and will rank, pari passu without any preference among themselves. The Notes will rank on a winding up
of the Issuer in priority to all undated or perpetual subordinated obligations of the Issuer.
The claims of the Noteholders against the Issuer in respect of payments pursuant to the Notes will, in the event of
a winding-up of the Issuer, be subordinated in right of payment in the manner provided in the Trust Deed to the
claims of all Senior Creditors (as defined in Condition 3) of the Issuer.
As used in this Condition 2, the expression "obligations" includes any direct or indirect obligations of the Issuer
and whether by way of guarantee, indemnity, other contractual support arrangement or otherwise and regardless
of name or designation.
Subject to applicable law, no Noteholder may exercise or claim any right of set-off in respect of any amount owed
to it by the Issuer arising under or in connection with the Notes and each Noteholder shall, by virtue of being the
holder of any Note, be deemed to have waived all such rights of set-off.
On a winding-up of the Issuer there may be no surplus assets available to meet the claims of the Noteholders after
the claims of the Senior Creditors (as defined below) have been satisfied.
3. Definitions
As used in these Conditions:
"Arrears of Interest" has the meaning given in Condition 5(b);
"Benchmark Gilt" means, in respect of an Interest Calculation Period, such United Kingdom government
security having a maturity date on or about the last day of such Interest Calculation Period as the Calculation
Agent, with the advice of the Reference Market Makers, may determine to be appropriate;
"business day" has the meaning given in Condition 4(e) except in relation to Condition 7(c) where "business
day" shall bear the meaning attributed to that term in Condition 7(c);
"Calculation Agent" has the meaning given in the preamble to these Conditions;
"Capital Disqualification Event" has the meaning given in Condition 6(e);
5

"Clearstream, Luxembourg" has the meaning given in Condition 1(b);
"Common Depositary" has the meaning given in Condition 1(b);
"Couponholders" has the meaning given in the preamble to these Conditions;
"Coupons" has the meaning given in the preamble to these Conditions;
"Deferral Notice" has the meaning given in Condition 5(a);
"Deferred Maturity Date" means the day following the second anniversary of the Maturity Date;
"Determination Date" in relation to an Interest Calculation Period means the fifth London business day (being a
day other than a Saturday or Sunday on which banks are open for business in London), prior to the first day of
such Interest Calculation Period, provided that if it is not possible for any reason to determine the Gross
Redemption Yield on such day, the Determination Date shall be postponed to the first London business day
thereafter on which the Calculation Agent determines that it is possible to determine the Gross Redemption Yield,
provided that such day occurs before the first day of such Interest Calculation Period. If such day falls on or after
the first day of such Interest Calculation Period, that Determination Date shall instead be the London business day
which is or, is nearest to but after, the first day of such Interest Calculation Period, and upon which the Calculation
Agent determines that it is possible to determine the Gross Redemption Yield;
"Directive" means Directive 98/78/EC of the European Union;
"EEA Regulated Subsidiary" means any entity engaged in the insurance business and regulated as such by a
member state of the European Economic Area in which the Issuer, directly or indirectly, holds 20 per cent. or more
of the voting rights or capital;
"Euroclear" has the meaning given in Condition 1(b);
"European Economic Area" or "EEA" means the countries comprising the European Union together with
Norway, Liechtenstein and Iceland;
"FSA" means the Financial Services Authority (or, if at any time the Financial Services Authority is not the
relevant regulator, such other regulator as shall be the relevant regulator of insurance companies operating in the
United Kingdom);
"Gross Redemption Yield" means, with respect to a security, the gross redemption yield on such security (as
calculated by the Calculation Agent on the basis set out by the United Kingdom Debt Management Office in the
paper "Formulae for Calculating Gilt Prices from Yields" page 4, Section One: Price/Yield Formulae
"Conventional Gilts; Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon
Date" (published 8/6/1998) on a semi-annual compounding basis (converted on an annualised yield and rounded
up (if necessary) to four decimal places));
"Initial Interest Rate" has the meaning given in Condition 4(c);
"Interest Calculation Period" means each period commencing on (and including) a Reset Date and ending on
(but excluding) the next succeeding Reset Date for so long as any Notes are outstanding (as defined in the Trust
Deed);
"Interest Payment Date" means 14 November in each year, commencing 14 November 2002, except in 2026
when it shall mean 16 November;
"Issue Date" means 14 November 2001;
"Issuer's Territory" has the meaning given in Condition 11(vi);
"Maturity Date" has the meaning given in Condition 6(a);
"Noteholders" has the meaning given in the preamble to these Conditions;
"Notes" has the meaning given in the preamble to these Conditions;
6

"Optional Interest Payment Date" means any Interest Payment Date where:
(i) (a) a Regulatory Intervention has occurred prior to such Interest Payment Date and is continuing on
such Interest Payment Date or is reasonably likely to occur as a result of making the payments due
on such Interest Payment Date; and
(b) no interest payments have been made on any junior or pari passu ranking securities of the Issuer
(other than the Notes) and no dividend or other distribution has been irrevocably declared on any
class of the Issuer's share capital since the date of the commencement of that Regulatory
Intervention; or
(ii) no interest payments have been made on any junior or pari passu ranking securities of the Issuer (other
than the Notes) during the financial year of the Issuer in which such Interest Payment Date falls, and no
dividend or other distribution on any class of the Issuer's share capital was irrevocably declared at or since
the annual general meeting of shareholders immediately prior to that Interest Payment Date;
"Paying Agency Agreement" has the meaning given in the preamble to these Conditions;
"Paying Agents" has the meaning given in the preamble to these Conditions;
"Permanent Global Note" has the meaning given in Condition 1(b);
"Principal Paying Agent" has the meaning given in the preamble to these Conditions;
"Reference Bond" means the 6 per cent. Treasury Stock due December 2028, or if such stock is no longer in issue
such other United Kingdom government stock with a maturity date as near as possible to 16 November 2026, as
the Calculation Agent may, with the advice of Reference Market Makers, determine to be appropriate by way of
substitution for the 6 per cent. Treasury Stock due December 2028;
"Reference Date" means the date which is three dealing days prior to the date fixed for redemption by the Issuer
referred to in Condition 6(e);
"Reference Market Makers" means three brokers of gilts and/or gilt edged market makers selected by the
Calculation Agent and approved for this purpose by the Trustee or such other three persons operating in the gilt
edged market as are selected by the Calculation Agent and approved for this purpose by the Trustee in consultation
with the Issuer;
"Regulatory Intervention" means (a) with respect to the Issuer, a request from any Relevant Supervisory
Authority to restore or improve any applicable solvency margins or capital adequacy level of the Issuer, (b) in
respect of any of the Issuer's EEA Regulated Subsidiaries, a request to that EEA Regulated Subsidiary by its
Relevant Supervisory Authority to restore either its applicable minimum solvency margins or capital adequacy
levels or the FSA is notified by a Relevant Supervisory Authority that such Relevant Supervisory Authority has
made such request to the applicable EEA Regulated Subsidiary, or (c) if, on any date (other than the Deferred
Maturity Date) on which a payment in respect of principal or interest in respect of the Notes is due, the Issuer or
any one of the EEA Regulated Subsidiaries has failed (or is reasonably likely to so fail immediately after such
payment) to meet its applicable minimum solvency margins or capital adequacy levels as at the date of the most
recent audited accounts of the Issuer or, as the case may be, that EEA Regulated Subsidiary or, if later, the date
such margins or levels were most recently tested for regulatory purposes or, if later, any date falling on or prior to
the date such payment is, or otherwise would be, due selected by the Board of Directors (or other management
body) of the Issuer or, as the case may be that EEA Regulated Subsidiary. A Regulatory Intervention shall be
deemed to be continuing until such date as, in the case of (a) or (b), the relevant margins of solvency or capital
adequacy levels have been restored or improved to the satisfaction of the Relevant Supervisory Authority or the
request is otherwise withdrawn or addressed to the satisfaction of the Relevant Supervisory Authority or, in the
case of (c), the first date on which the Issuer or relevant EEA Regulated Subsidiary, as applicable, meets its
applicable minimum solvency margins or, as the case may be, capital adequacy levels, as determined and so
certified to the Trustee by the Board of Directors (or other management body) thereof;
"Relevant Date" means, in respect of any payment on the Notes, the date on which such payment first becomes
due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the
Trustee on or before the due date, it means the date on which, the full amount of the money having been so
received, notice to that effect shall have been duly given to the Noteholders by the Issuer in accordance with
Condition 14;
"Relevant Rules" has the meaning given in Condition 6(e);
"Relevant Supervisory Authority" means any regulator having jurisdiction over the Issuer or any of the EEA
Regulated Subsidiaries;
7

"Reset Date" means 16 November 2026 and each Interest Payment Date falling on or nearest to the fifth
anniversary of the preceding Reset Date;
"Reset Rate of Interest" has the meaning given in Condition 4(d);
"Resumption Date" has the meaning given in Condition 5(b);
"Senior Creditors" means all creditors of the Issuer who are (i) unsubordinated creditors of the Issuer, or (ii)
subordinated creditors of the Issuer other than (x) holders of undated or perpetual subordinated indebtedness and
(y) those whose claims rank or are expressed to rank pari passu with or junior to the claims of the Noteholders;
"Special Redemption Price" means, in respect of each Note, the higher of (a) the principal amount of such Note
and (b) the price expressed as a percentage (rounded to four decimal places, 0.00005 being rounded upwards), at
which the Gross Redemption Yield on the Notes on the Reference Date is equal to the Gross Redemption Yield
(determined by reference to the middle market price) at 11.00 a.m. on the Reference Date of the Reference Bond
plus seventy-five basis points;
"Substitute Obligor" has the meaning given in Condition 11;
"Substituted Territory" has the meaning given in Condition 11;
"Supervisory Consent" means the consent of the FSA to the relevant redemption, payment, repayment, purchase,
amendment or modification, as the case may be;
"Tax Event" has the meaning given in Condition 6(b);
"Temporary Global Note" has the meaning given in Condition 1(b);
"Trust Deed" has the meaning given in the preamble to these Conditions; and
"Trustee" has the meaning given in the preamble to these Conditions.
4. Interest
(a) Rate of Interest
The Notes bear interest from the Issue Date in accordance with the provisions of this Condition 4.
Subject to Condition 5, interest shall be payable on the Notes annually in arrear on each Interest Payment
Date.
Where it is necessary to compute an amount of interest in respect of any Note for a period of less than one
year, such interest shall be calculated on the basis of the actual number of days in the period from (and
including) the most recent Interest Payment Date (or, if none, the Issue Date) to (but excluding) the relevant
payment date divided by the actual number of days in the period from (and including) the most recent
Interest Payment date (or, if none, the Issue Date) to (but excluding) the next (or first) scheduled Interest
Payment Date.
Where it is necessary to compute an amount of interest in respect of any Note for a period of more than
one year, such interest shall be the aggregate of the interest payable in respect of a full year plus the interest
payable in respect of the remaining period calculated in the manner as aforesaid.
If payment of principal in respect of the Notes is not made on the Maturity Date by virtue of the provisions
of Condition 5 (c), interest shall continue to accrue, and shall be payable, as provided in these Conditions
up to (but excluding) the Deferred Maturity Date or such earlier date on which payment of such principal
is made.
(b) Interest Accrual
The Notes will cease to bear interest from (and including) the due date for redemption thereof (which shall
be the Maturity Date (or, as the case may be, the Deferred Maturity Date) or any earlier date for redemption
of the Notes pursuant to Condition 6(b), (c) or (e)) unless, upon due presentation, payment of principal in
respect of the Notes is improperly withheld or refused, in which event interest shall continue to accrue, and
shall be payable, as provided in these Conditions up to (but excluding) the Relevant Date.
(c) Initial Rate of Interest
For the period from, and including, the Issue Date to, but excluding, 16 November 2026, the Notes bear
interest at the rate of 6.125 per cent. per annum (the "Initial Interest Rate").
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(d)
Reset Rate of Interest
From (and including) 16 November 2026, the rate of interest payable on the Notes in respect of each
Interest Calculation Period (the "Reset Rate of Interest") will be the rate per annum which is the aggregate
of 2.85 per cent. and the Gross Redemption Yield of the Benchmark Gilt in respect of such Interest
Calculation Period with the price of the Benchmark Gilt for this purpose being the arithmetic average
(rounded up (if necessary) to four decimal places) of the bid and offered prices of such Benchmark Gilt
quoted by the Reference Market Makers at 3.00 p.m. (London time) on the relevant Determination Date
on a dealing basis for settlement on the next following dealing day in London.
(e) Publication of Reset Rate of Interest
The Issuer shall cause notice of the Reset Rate of Interest determined in accordance with this Condition 4
in respect of each relevant Interest Calculation Period to be given to the Trustee, the Paying Agents, any
stock exchange or other relevant authority on which the Notes are for the time being listed or admitted to
trading and, in accordance with Condition 14, the Noteholders as soon as practicable after its determination
but in any event not later than the fourth business day thereafter. As used in this paragraph (e), "business
day" means a day (not being a Saturday or Sunday) on which banks are open for business in London.
The Reset Rate of Interest so notified may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of proven or manifest error.
(f) Determination or Calculation by Trustee
The Trustee shall, if the Calculation Agent does not at any relevant time for any reason determine the Reset
Rate of Interest on the Notes in accordance with this Condition 4, determine the Reset Rate of Interest in
respect of the relevant Interest Calculation Period at such rate as, in its absolute discretion (having such
regard as it shall think fit to the procedure described in this Condition 4), it shall deem fair and reasonable
in all the circumstances and such determination shall be deemed to be a determination thereof by the
Calculation Agent.
(g) Determinations of Calculation Agent or Trustee Binding
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of this Condition 4 whether by the Calculation Agent or the
Trustee, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the
Calculation Agent, the Trustee, the Paying Agents and all Noteholders and (in the absence as aforesaid) no
liability to the Noteholders or the Issuer shall attach to the Calculation Agent or the Trustee in connection
with the exercise or non-exercise by them of their powers, duties and discretions.
5. Deferral of Payments
(a) Optional Deferral of Interest
The Issuer may on any Optional Interest Payment Date, defer payment of interest on the Notes which
would otherwise be payable on such date.
The deferral of any interest payment on any Optional Interest Payment Date in accordance with this
Condition 5(a) will not constitute a default by the Issuer and will not give Noteholders or the Trustee any
right to accelerate the Notes. The Issuer shall notify the Trustee and the Noteholders as soon as practicable
(and in any event within 10 business days) after any Optional Interest Payment Date in respect of which
payment is deferred of the amount of such payment otherwise due on that date and the grounds upon which
such deferral has been made (the "Deferral Notice"). The Issuer may defer paying interest on each
Optional Interest Payment Date until the Maturity Date (or, if applicable, any Deferred Maturity Date) or
any earlier date on which the Notes are redeemed in full.
(b) Arrears of Interest
Any interest in respect of the Notes not paid on an Interest Payment Date, together with any other interest
in respect thereof not paid on any earlier Interest Payment Date, in each case by virtue of Condition 5(a),
shall, so long as the same remains unpaid, constitute "Arrears of Interest". Any Arrears of Interest and
any other amount, payment of which is deferred in accordance with Condition 5(a), will automatically
become immediately due and payable (without Supervisory Consent) upon the earliest of the following
dates (the "Resumption Date"):
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(i) the date on which the Issuer declares a dividend or other distribution or payment on any class of its
share capital or pays interest on any other junior or pari passu ranking securities;
(ii) the date on which the Issuer notifies the Trustee that no Regulatory Intervention that has occurred
is or will be continuing on such date unless the Issuer is otherwise entitled to defer at such time by
virtue of Condition 5(a);
(iii) the date on which the Issuer commences and does not abandon a public offer to redeem, purchase
or acquire any of its ordinary shares or other junior or pari passu ranking securities;
(iv) the date on which an order is made or a resolution is passed for the winding-up of the Issuer (other
than a winding-up which has been approved in writing by the Trustee or by an Extraordinary
Resolution (as defined in the Trust Deed) of the Noteholders); or
(v) the date fixed for any redemption or purchase of Notes by or on behalf of the Issuer pursuant to
Condition 6 or Condition 8(a).
(c) Deferral of Principal
The Issuer will be entitled to defer payment of principal on the Maturity Date if, on the Maturity Date, the
Issuer or any one of the EEA Regulated Subsidiaries has failed to meet its applicable minimum solvency
margins or capital adequacy ratios (or is reasonably likely to so fail immediately after such payment) as at
the date of the most recent audited accounts of the Issuer, or as the case may be, the relevant EEA
Regulated Subsidiary or, if later, the date those margins or levels were most recently tested for regulatory
purposes or, if later, any date selected by the Board of Directors (or other management body) of the Issuer,
or as the case may be, the relevant EEA Regulated Subsidiary.
If payment of principal in respect of the Notes on the Maturity Date is deferred, the Notes will, unless
previously redeemed or purchased and cancelled, be redeemed at their principal amount on the Deferred
Maturity Date.
(d) No default
Notwithstanding any other provision in these Conditions or the Trust Deed, any payment which for the
time being is not made by virtue of Condition 5(a) or (c) shall not constitute a default for any purpose
(including, but without limitation, Condition 8(a)) on the part of the Issuer. Arrears of Interest and any other
amount, payment of which is so deferred, shall not themselves bear interest.
6. Redemption and Purchase
(a) Final Redemption
Subject to Condition 5(c) and Condition 6(d), unless previously redeemed or purchased and cancelled, the
Notes will be redeemed at their principal amount on 14 November 2036 (the "Maturity Date").
(b) Redemption for taxation reasons
If the Issuer satisfies the Trustee at any time immediately before the giving of the notice referred to below
that either:
(i) on the occasion of the next payment due in respect of the Notes the Issuer would be required to pay
additional amounts as provided or referred to in Condition 9; or
(ii) on the next Interest Payment Date the payment of interest in respect of the Notes would be treated,
for reasons outside the control of the Issuer and any affiliate of the Issuer, as a "distribution" within
the meaning of the Income and Corporation Taxes Act 1988 (as amended, re-enacted or replaced),
(each such event, a "Tax Event") the Issuer may, at its option, having obtained Supervisory Consent (so
long as such consent is required) and having given not less than 30 nor more than 60 days' notice to the
Noteholders in accordance with Condition 14 (which notice shall be irrevocable), redeem all, but not some
only, of the Notes, at their principal amount together with interest accrued to, but excluding, the date of
redemption and all Arrears of Interest.
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Document Outline

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