Bond Barclay PLC 7.5% ( XS0110537429 ) in EUR

Barclay PLC

100 % ⇌

United Kingdom

XS0110537429 ( in EUR )

7.5% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Barclays PLC XS0110537429 en EUR 7.5%, maturity Perpetual

15/12/2025 ( In 226 days )

Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in EUR, with the ISIN code XS0110537429, pays a coupon of 7.5% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

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Barclays Offer
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OFFERING CIRCULAR
Barclays Bank PLC
(incorporated with limited liability in England)
( 850,000,000
7.50% Step-up Callable Perpetual Reserve Capital Instruments
Issue Price: 99.146 per cent
The ( 850,000,000 7.50% Step-up Callable Perpetual Reserve Capital Instruments (the "RCIs") of Barclays Bank PLC
(the "Bank" and the "Issuer") will bear interest from (and including) 3 May 2000 to (but excluding) 15 December 2010
at a rate of 7.50 per cent. per annum, payable annually in arrear on 15 December in each year starting 15 December
2000. Thereafter, the RCIs will bear interest at a rate, reset quarterly, of 2.95 per cent. per annum above the Euro-zone
interbank offered rate for three month euro deposits, payable quarterly in arrear on 15 March, 15 June, 15 September
and 15 December in each year, all as more particularly described in "Terms and Conditions of the RCIs--5. Coupon
Payments". Coupon Payments (as defined herein), may be deferred as described in "Terms and Conditions of the
RCIs--4. Deferrals", but the Bank and Barclays PLC may not declare or pay dividends (other than intra-group dividends)
on shares whilst any payments are deferred.
The RCIs are redeemable on 15 December 2010 or on each Coupon Payment Date (as defined herein) thereafter. In
addition, upon the occurrence of certain tax or regulatory events, the RCIs may be exchanged or their terms varied so
that they become Upper Tier 2 Securities (as defined herein), provided that if such tax or regulatory events do or would
persist after such exchange or variation the RCIs may be redeemed on any Coupon Payment Date, as more particularly
described in "Terms and Conditions of the RCIs--7. Exchange, Variation, Redemption and Purchase".
Under existing Financial Services Authority ("FSA") requirements, the Bank may not redeem or purchase any RCIs unless
the FSA has given its prior consent.
The RCIs will be unsecured securities of the Bank and will be subordinated to the claims of Senior Creditors (as defined
herein). No payment of principal or interest in respect of the RCIs may be made unless the Bank is able to make such
payment and remain solvent immediately thereafter. In the event of the winding-up in England of the Bank, the RCI
Holders (as defined herein) will, for the purpose only of calculating the amounts payable in respect of each RCI, be
treated as if they were the holders of preference shares ranking pari passu with the holders of that class or classes of
preference shares (if any) from time to time issued by the Bank which have a preferential right to a return of assets in the
winding-up over and so rank ahead of the holders of all other classes of the Bank's issued shares on the day immediately
prior to the commencement of the winding-up. See "Terms and Conditions of the RCIs -- 3. Winding-up".
For a description of certain matters that prospective investors should consider, see "Investment considerations".
Application has been made to London Stock Exchange Limited (the "London Stock Exchange") for the RCIs to be
admitted to the Official List. A copy of this document, which comprises the listing particulars required by section 142 of
the Financial Services Act 1986, has been delivered to the Registrar of Companies in England and Wales for registration
as required by section 149 of that Act.
Barclays Capital
BNP Paribas Group
Morgan Stanley
Salomon Smith
Dean Witter
Barney International
26 April 2000

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BARCLAYS
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The Bank accepts responsibility for the information contained in this document. To the best of the
knowledge and belief of the Bank (which has taken all reasonable care to ensure that such is the case)
the information contained in this document is in accordance with the facts and does not omit anything
likely to affect the import of such information.
In connection with the issue and sale of the RCIs, no person is authorised to give any information or to
make any representation not contained in this document and neither the Bank nor the Managers (as
defined in "Subscription and sale" below) accepts responsibility for any such information or
representation. This document does not constitute an offer of, or an invitation to subscribe for, the RCIs.
The distribution of this document and the offering or sale of the RCIs in certain jurisdictions may be
restricted by law. See "Subscription and sale" below for a description, inter alia, of certain restrictions on
offers, sales and deliveries of the RCIs in the United States or to US persons.
The RCIs have not been, and will not be, registered under the United States Securities Act of 1933, as
amended, and comprise RCIs in bearer form that are subject to United States tax law requirements.
In this document all references to "£" are to pounds sterling, to "US dollars" and "US$" are to United
States dollars, to "¥" and "Yen" are to Japanese yen, to "( " and "euros" are to the currency 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, to "FRF" are to
French francs, to "ITL" are to Italian lire and to "DM" are to Deutschmarks.
TABLE OF CONTENTS
Page
Summary.......................................................................................................................................................
3
Investment Considerations.........................................................................................................................
6
Terms and Conditions of the RCIs.............................................................................................................
7
Use of Proceeds............................................................................................................................................
22
Summary of Provisions Relating to the RCIs while in Global Form .......................................................
23
The Bank and the Group.............................................................................................................................
25
United Kingdom Taxation ...........................................................................................................................
32
Subscription and Sale..................................................................................................................................
36
General Information.....................................................................................................................................
37
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SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the RCIs and the Trust
Deed and insofar as it refers to the Terms and Conditions of the RCIs is qualified by the more detailed
information contained elsewhere in this document. Defined terms used herein have the meaning given to
them in "Terms and Conditions of the RCIs".
Issuer
Barclays Bank PLC.
Holding Company
Barclays PLC.
Trustee
Royal & Sun Alliance Trust (Jersey) Limited.
Issue size
( 850,000,000.
Redemption
The RCIs are perpetual securities and have no maturity date. However, the
RCIs are redeemable in whole but not in part at the option of the Bank, subject
to the prior approval of the FSA and to the Auditors of the Bank having
reported to the Trustee within the previous six months that the Solvency
Condition is met, at their principal amount together with any outstanding
payments on 15 December 2010 or any Coupon Payment Date thereafter.
Interest
The RCIs bear interest at a rate of 7.50 per cent. per annum to (but excluding)
15 December 2010 and thereafter at three month EURIBOR plus 2.95 per cent.
per annum, reset quarterly.
Coupon Payment Dates Subject as described below, Coupon Payments will be payable on
15 December in each year from (and including) 15 December 2000 to (and
including) 15 December 2010, and thereafter, subject to adjustment for
non-business days, on 15 March, 15 June, 15 September and 15 December in
each year.
Subordination
The rights and claims of the RCI Holders and the Couponholders are
subordinated to the claims of Senior Creditors. Upon any winding-up of the
Bank, the holder of each RCI will rank pari passu with the holders of the most
senior class or classes of preference shares (if any) of the Bank then in issue
and in priority to all other Bank shareholders.
Exceptional deferral of If the Bank determines that it is, or payment of a Coupon Payment will result in
payments
the Bank being, in non-compliance with applicable Capital Regulations, the
Bank may, subject to the dividend restriction described below, elect to defer a
payment (other than principal). Such exceptionally deferred payment may be
satisfied at any time by the Bank giving not less than 16 business days notice of
such satisfaction, but it must, unless the Bank elects to defer such payment
pursuant to its general right to defer referred to below, be satisfied on the
Coupon Payment Date next following the 19th business day after the Bank
determines that it no longer is, and payment of a Coupon Payment will not
result in it being, in non-compliance with such applicable Capital Regulations.
Exceptionally Deferred Coupon Payments will not accrue interest on the
deferred payments.
General deferral of
Subject to the dividend restriction described below, the Issuer may elect to
payments
defer any payment (other than principal) on the RCIs for any period of time.
However, the deferred payment will bear interest at 2 per cent. per annum
above the then current rate of interest on the RCIs.
Dividend restriction
If the Bank defers a payment for any reason as described above then, while any
during period of
payment is so deferred, neither the Bank nor the Holding Company may
deferral
declare or pay a dividend on any of their shares (other than a dividend paid by
the Bank to the Holding Company or another wholly-owned Subsidiary).
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Alternative coupon
Investors will always receive payments made in respect of RCIs in cash.
satisfaction mechanism However, if the Bank defers a payment it must, or if and to the extent the Bank
so elects at any time it may, satisfy its obligation to make any payment (other
than principal) to RCI Holders by issuing its ordinary shares to the Trustee or
its agent. In such event, the Trustee or its agent will exchange such ordinary
shares for ordinary shares in the Holding Company which, when sold (with the
proceeds of such sale being converted into euro) will provide a cash amount
which the Trustee or its agent will pay to the RCI Holders in respect of the
relevant payment. The Calculation Agent will calculate in advance the number
of ordinary shares in the Holding Company to be issued in order to enable the
Trustee or its agent to raise the full amount of money due on the relevant
payment date to RCI Holders. The Trustee has, in the Trust Deed, the benefit of
an indemnity from the Bank against any shortfall arising on sale of such shares
or conversion of the proceeds into euro and the Trustee will pay an amount
equal to any such shortfall to the RCI Holders subject to its being funded by the
Bank to make such payment pursuant to the Bank's indemnity.
Insufficiency
Each of the Bank and the Holding Company is required to keep available for
issue enough shares as it reasonably considers would be required to satisfy
from time to time the next year's Coupon Payment or Payments using the
alternative coupon satisfaction mechanism described above.
Market Disruption
If, in the opinion of the Bank, a Market Disruption Event exists on or after the
Event
15th business day preceding any date upon which the Bank is due to satisfy a
payment using the alternative coupon satisfaction mechanism, the payment
to RCI Holders may be deferred until the Market Disruption Event no longer
exists.
Suspension
If, following any takeover offer or any reorganisation, restructuring or scheme
of arrangement, Barclays PLC (or any successor ultimate holding company of
the Bank) ceases to be the Bank's ultimate holding company, any changes to
the documentation relating to the RCIs determined by an independent
investment bank to be appropriate will be made by the Issuer and the Trustee
and pending such changes the Bank will be unable to settle payments using
the alternative coupon satisfaction mechanism. If the investment bank is
unable to determine appropriate amendments, as notified to the Issuer and
the Trustee, the RCIs will (subject to the prior consent of the Financial Services
Authority) be redeemed at the Suspension Redemption Price.
Additional amounts
The Bank will pay additional amounts to RCI Holders to gross up Coupon
Payments upon the imposition of UK withholding tax, subject to customary
exceptions.
Exchange, variation or Upon the occurrence of certain changes in the treatment of the RCIs for
redemption for taxation taxation purposes, the Bank may, subject to the prior consent of the FSA,
reasons
exchange the RCIs for, or vary the terms of the RCIs so that they become,
Upper Tier 2 Securities or, if such change in tax treatment also affects or would
affect the Upper Tier 2 Securities and provided the Auditors of the Bank have
reported to the Trustee within the previous six months that the Solvency
Condition is met, redeem all, but not some only, of the RCIs at their principal
amount together with accrued interest and all other amounts outstanding
thereon.
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Exchange, variation or The RCIs will constitute Tier 1 Capital for the purposes of the FSA's capital
redemption for
adequacy regulation of the Bank. If at any time the RCIs cease to constitute
regulatory reasons
Tier 1 Capital, the Bank may, subject to the prior consent of the FSA, exchange
the RCIs for, or vary the terms of the RCIs so that they become, Upper Tier 2
Securities or, if such exchanged or varied securities do or would not constitute
Upper Tier 2 Capital of the Bank and provided the Auditors of the Bank have
reported to the Trustee within the previous six months that the Solvency
Condition is met, redeem all, but not some only, of the RCIs at their principal
amount together with accrued interest and all other amounts outstanding
thereon.
Remedy for
The sole remedy against the Bank available to the Trustee or any RCI Holder
non-payment
for recovery of amounts owing in respect of the RCIs will be the institution of
proceedings for the winding-up of the Bank and/or proving in such
winding-up.
Form
Bearer. The RCIs will be represented initially by the Temporary Global RCI,
which will be deposited outside the United States with a common depositary
for Clearstream, Luxembourg and Euroclear on or about 3 May 2000. The
Temporary Global RCI will be exchangeable for interests in the Permanent
Global RCI on or after a date which is expected to be 12 June 2000 upon
certification as to non-US beneficial ownership as required by US Treasury
regulations and as described in the Temporary Global RCI. Save in limited
circumstances, RCIs in definitive bearer form with coupons and a talon
attached on issue will not be issued in exchange for interests in the Permanent
Global RCI.
Listing
London.
Governing law
English.
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INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following information in conjunction with the other
information contained in this document.
Deferral
The Issuer may elect to defer any payment (other than principal) on the RCIs for any period of time, as more
particularly described in "Terms and Conditions of the RCIs--4. Deferrals". Any such deferred payment will,
unless it is an exceptional deferral as described under--"4(a) Exceptional Deferral of Coupon
Payments"--bear interest at 2 per cent. above the rate applicable to the RCIs and during the period of such
deferral neither the Bank nor the Holding Company may declare or pay a dividend (other than a dividend paid
by the Bank to the Holding Company or another wholly-owned Subsidiary) on any of its ordinary shares or
preference shares.
Perpetual securities
The Bank is under no obligation to redeem the RCIs at any time (save in the particular circumstances referred
to in "Terms and Conditions of the RCIs--8. Payments--(d) Suspension") and the RCI Holders have no right
to call for their redemption.
Redemption risk
Upon the occurrence of certain specified tax and regulatory events, the RCIs may be exchanged or their
terms varied so that they become Upper Tier 2 Securities or, if such specified tax and regulatory event applies
or would apply to the Upper Tier 2 Securities, the RCIs may be redeemed at their principal amount.
No limitation on issuing further debt
There is no restriction on the amount of debt which the Bank may issue which ranks senior to the RCIs or on
the amount of securities which the Bank may issue which ranks pari passu with the RCIs. The issue of any
such further debt or securities may reduce the amount recoverable by RCI Holders on a winding-up of the
Bank or may increase the likelihood of a deferral of Coupon Payments under the RCIs.
Availability of shares
If the Bank is to make a payment using the alternative coupon payment mechanism and insufficient ordinary
shares in the Bank or the Holding Company are available, then the Bank's payment obligation shall be
suspended to the extent of such insufficiency and, except in the case of Exceptionally Deferred Coupon
Payments, shall bear interest at 2 per cent. above the rate applicable to the RCIs, until such time as sufficient
shares are available, as more particularly described in "Terms and Conditions of the RCIs--6. Alternative
Coupon Satisfaction Mechanism--(d) Insufficiency".
Market Disruption Event
If, following a decision by the Bank to satisfy a payment using the alternative coupon payment mechanism, a
Market Disruption Event exists in the opinion of the Bank, the payment to RCI Holders may be deferred until
the cessation of such market disruption, as more particularly described in "Terms and Conditions of the
RCIs--6. Alternative Coupon Satisfaction Mechanism--(e) Market Disruption". Any such deferred
payments shall bear interest at the rate applicable to the RCIs if the Market Disruption Event continues for 14
days or more.
Restricted remedy for non-payment
In accordance with Financial Services Authority requirements for subordinated capital, the sole remedy
against the Bank available to the Trustee or any RCI Holder for recovery of amounts owing in respect of the
RCIs will be the institution of proceedings for the winding-up of the Bank and/or proving in such winding-up.
Absence of prior public markets
The RCIs constitute a new issue of securities. Prior to this issue, there will have been no public market for the
RCIs. Although application has been made for the RCIs to be listed on the London Stock Exchange, there can
be no assurance that an active public market for the RCIs will develop and, if such a market were to develop,
the Managers are under no obligation to maintain such a market. The liquidity and the market prices for the
RCIs can be expected to vary with changes in market and economic conditions, the financial condition and
prospects of the Bank and other factors that generally influence the market prices of securities.
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TERMS AND CONDITIONS OF THE RCIs
The following, subject to alteration, are the terms and conditions of the RCIs which will be endorsed on each
RCI in definitive form (if issued).
The RCIs are constituted by the Trust Deed. The issue of the RCIs was authorised pursuant to a resolution of a
committee of the Board of Directors of the Issuer passed on 19 April 2000. The statements in these Terms
and Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. Copies of
the Trust Deed, the Agency Agreement and the Calculation Agency Agreement are available for inspection
during normal business hours by the RCI Holders and the Couponholders at the principal office of the
Trustee, being at the date hereof at Victoria Chambers, Liberation Square, 1-3 The Esplanade, St. Helier,
Jersey JE2 3QA, and at the specified office of each of the Paying Agents. The RCI Holders and 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, the Agency Agreement and the Calculation Agency Agreement applicable to
them.
1. Form, Denomination and Title
(a) Form and Denomination
The RCIs are serially numbered and in bearer form in the Authorised Denominations each with Coupons and
one Talon attached on issue.
(b) Title
Title to the RCIs, Coupons and Talons will pass by delivery. The bearer of any RCI will (except as otherwise
required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all
purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or
its theft or loss or anything written on it) and no person will be liable for so treating the RCI Holder.
2. Status and Subordination
(a) Status
The RCIs constitute direct, unsecured, subordinated securities of the Issuer and rank pari passu without any
preference among themselves.
(b) Subordination
(i) Condition of Payment: The rights and claims of the RCI Holders and the Couponholders are
subordinated to the claims of Senior Creditors, in that payments in respect of the RCIs (including
the issue of Issuer Shares in accordance with Condition 6) are conditional upon the Issuer being
solvent at the time of payment by the Issuer and in that no principal or Payments shall be due and
payable in respect of the RCIs (including the issue of Issuer Shares in accordance with Condition 6)
except to the extent that the Issuer could make such payment and still be solvent immediately
thereafter. In these Terms and Conditions the Issuer shall be considered to be solvent if (i) it is able
to pay its debts to Senior Creditors as they fall due and (ii) if the Auditors of the Issuer have reported
to the Trustee within the previous six months that the Solvency Condition has been satisfied.
(ii) Winding-Up Claims: Amounts representing any payments of principal or interest in respect of
which the conditions referred to in Condition 2(b)(i) are not satisfied on the date upon which the
same would otherwise be due and payable ("Winding-Up Claims") will be payable by the Issuer in a
winding-up of the Issuer as provided in Condition 3 and on any redemption pursuant to Condition
7(b), 7(c) or 7(d). A Winding-Up Claim shall not bear interest.
(iii) Set-off: Subject to applicable law, no RCI Holder or Couponholder 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
RCIs and each RCI Holder and Couponholder shall, by virtue of his subscription, purchase or
holding of any RCI or Coupon, be deemed to have waived all such rights of set-off.
For the avoidance of doubt, if the Issuer would otherwise not be solvent for the purposes of the above
Condition 2(b), any sums which would otherwise be payable in respect of the RCIs will be available to meet
the losses of the Issuer.
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3. Winding-up
If at any time an order is made, or an effective resolution is passed, for the winding-up of the Issuer (except
for the purposes of a reconstruction or amalgamation the terms of which have previously been approved in
writing by the Trustee), there shall be payable by the Issuer in respect of each RCI and Coupon (in lieu of any
other payment by the Issuer), subject as provided in Condition 2(b), such amount, if any, as would have been
payable to the holder of such RCI and Coupon if, on the day prior to the commencement of the winding-up
and thereafter, such RCI Holder were the holder of one of a class of preference shares in the capital of the
Issuer having an equal right to a return of assets in the winding-up to and so ranking pari passu with the
holders of that class or classes of preference shares (if any) from time to time issued by the Issuer which
have a preferential right to a return of assets in the winding-up over and so rank ahead of the holders of all
other classes of issued shares for the time being in the capital of the Issuer, but ranking junior to the claims of
Senior Creditors and junior to any notional class of preference shares in the capital of the Issuer by reference
to which the amount payable in respect of any Junior Subordinated Debt in a winding-up of the Issuer is
determined and senior to all other classes of issued shares (save as aforesaid) for the time being in the
capital of the Issuer, on the assumption that the amount that such RCI Holder was entitled to receive in
respect of such preference shares, on a return of assets in such winding-up, were an amount equal to the
principal amount of the relevant RCI together with its pro-rata share of any Winding-Up Claims and any
other Payments which are Outstanding.
4. Deferrals
The Issuer must make each Coupon Payment on the relevant Coupon Payment Date subject to and in
accordance with these Terms and Conditions. However, the Issuer may defer a Coupon Payment and any
other Payment in the following circumstances.
(a) Exceptional Deferral of Coupon Payments
(i) If on the 20th business day preceding the date on which any Payment would, in the absence of deferral
in accordance with this Condition 4, be due and payable, the Exceptional Deferral Condition is satisfied,
any such Payment may be deferred by the Issuer giving notice to the Trustee, the RCI Holders, the
Principal Paying Agent and the Calculation Agent not less than 16 business days prior to such date. The
Issuer shall then make such Payment on the Coupon Payment Date next following the 19th business
day after the Exceptional Deferral Condition fails to be satisfied unless it elects to make such Payment
earlier by delivering a notice to the Trustee, the RCI Holders, the Principal Paying Agent and the
Calculation Agent not less than 16 business days prior to the relevant Exceptionally Deferred Coupon
Payment Date or it elects to defer such Payment under Condition 4(b).
(ii) If any Payment is deferred pursuant to this Condition 4(a) then (1) neither the Issuer nor the
Holding Company may declare or pay a dividend (other than a dividend paid by the Issuer to the
Holding Company or to another wholly-owned Subsidiary) on any ordinary share or preference
share of the Issuer or the Holding Company respectively from the date of the first-mentioned
notice in Condition 4(a)(i) until such time as that Exceptionally Deferred Coupon Payment is
satisfied; and (2) no amount will be payable by way of interest on any such deferred Payment, save
as provided in Condition 6(e). Any such deferred Payment shall be satisfied only in accordance
with Condition 6.
(b) Election to defer Coupon Payment
(i) The Issuer may in respect of any Payment which would, in the absence of deferral in accordance
with this Condition 4, be due and payable, by giving a notice to the Trustee, the Principal Paying
Agent, the Calculation Agent and the RCI Holders not less than 16 business days prior to the
relevant due date, defer such Payment. The Issuer may then make any such Payment at any time
pursuant to Condition 6 (and only pursuant to Condition 6) upon delivery of a notice to the Trustee,
the Principal Paying Agent and the Calculation Agent not less than 16 business days prior to the
relevant Coupon Satisfaction Date.
(ii) If the Issuer has given such first-mentioned notice then: (1) neither the Issuer nor the Holding
Company may declare or pay a dividend (other than a dividend paid by the Issuer to the Holding
Company or to another wholly-owned Subsidiary) on any ordinary share or preference share of the
Issuer or the Holding Company respectively from the date of such notice until such time as that
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Deferred Coupon Payment (and any other Deferred Coupon Payment or Accrued Coupon
Payment) is satisfied; and (2) each Payment which the Issuer defers pursuant to the giving of such
a notice shall bear interest at a rate equal to the aggregate of the rate determined in accordance
with Condition 5(b) and 2 per cent. per annum from (and including) the date of deferral of such
Payment pursuant to this Condition 4(b) to (but excluding) the relevant Coupon Satisfaction Date.
5. Coupon Payments
(a) Coupon Payment Dates
The RCIs bear interest at the Coupon Rate from (and including) the Issue Date and such interest will (subject
to Conditions 2(b)(i), 4(a), 4(b), 6(d), 6(e), and 8(d)) be payable on each Coupon Payment Date. Each RCI
will cease to bear interest from the due date for redemption unless, upon due presentation, payment of
principal is improperly withheld or refused. In such event, it shall continue to bear interest in accordance
with this Condition (both before and after judgment) as provided in the Trust Deed.
(b) Coupon Rate
(i) The Coupon Rate in respect of the period from (and including) the Issue Date to (but excluding) the
First Reset Date is 7.50 per cent. per annum.
(ii) The Coupon Rate in respect of each period from (and including) a Reset Date to (but excluding) the
next succeeding Reset Date shall be the aggregate of 2.95 per cent. per annum and:
(aa) the offered rate (rounded, if necessary, up to the nearest one hundred thousandth of a
percentage point (0.000005 per cent. being rounded upwards)) for three-month euro
deposits as at 11.00 a.m. (Brussels time) on the Coupon Determination Date in question as
appears on the display designated as page "248" on the Bridge/Telerate Monitor (or such
other page or service as may replace it for the purpose of displaying such information) as
determined by the Calculation Agent;
(bb)if such offered rate does not appear, the arithmetic mean (rounded, if necessary, up to the
nearest one hundred thousandth of a percentage point (0.000005 per cent. being rounded
upwards)) of offered quotations to prime banks in the Euro-zone interbank market for
three-month euro deposits as at 11.00 a.m. (Brussels time) on the Coupon Determination
Date in question obtained by the Calculation Agent from the principal Euro-zone office of the
Reference Banks, provided at least two of the Reference Banks provide the Calculation Agent
with such offered quotations; and
(cc) if, on any Coupon Determination Date to which the provisions of sub-paragraph (bb) above
apply, one only or none of the Reference Banks provides the Calculation Agent with such a
quotation, the arithmetic mean (rounded, if necessary, up to the nearest one hundred
thousandth of a percentage point (0.000005 per cent. being rounded upwards)) of the euro
lending rates which major banks in the Euro-zone selected by the Calculation Agent are
quoting at approximately 11.00 a.m. (Brussels time) on the relevant Coupon Determination
Date to leading European banks for a period of three months,
except that, if the banks so selected by the Calculation Agent under sub-paragraph (cc) above are
not quoting as mentioned above, the Coupon Rate shall be either (i) the Coupon Rate in effect for
the last preceding Coupon Period to which one of the preceding sub-paragraphs of this paragraph
shall have applied or (ii) if none, 8.50 per cent. per annum.
(c) Determination and Publication of Coupon Rate and Coupon Amount
The Calculation Agent will, upon determining the Coupon Rate pursuant to Condition 5(b)(ii), calculate the
Coupon Amount and cause the Coupon Rate and the Coupon Amount to be notified to the Trustee, the
Issuer, the Principal Paying Agent and the London Stock Exchange and to be notified to the RCI Holders as
soon as possible after their determination but in no event later than the fourth business day thereafter.
The Coupon Amount in respect of any Coupon Period ending prior to the First Reset Date shall be calculated
by applying the Coupon Rate to the principal amount of each RCI and, in respect of any period of less than
one year, such resulting amount shall be multiplied by the Day Count Fraction.
9

Job: 9284C---
Date: 25-04-00
Area: A1
Operator: MC
Typesetter ID: DESIGN:
ID Number: 7411
TCP No. 7
Time: 23:15
Rev: 4 Gal: 0010
The Coupon Amount in respect of any Coupon Period commencing on or after the First Reset Date shall be
calculated by applying the Coupon Rate to the principal amount of each RCI and multiplying the result by the
Day Count Fraction.
(d) Determination or Calculation by Trustee
If the Calculation Agent does not at any time for any reason so determine the Coupon Rate or the Coupon
Amount in accordance with Condition 5(b)(ii), the Trustee shall do so and such determination or calculation
shall be deemed to have been made by the Calculation Agent. In doing so, the Trustee shall apply the
foregoing provisions of this Condition, with any necessary consequential amendments, to the extent that, in
its opinion, it can do so, and in all other respects it shall do so in such manner as it shall deem fair and
reasonable in all the circumstances. All determinations or calculations made or obtained for the purposes of
the provisions of this Condition 5(d) by the Trustee, shall (in the absence of wilful default, bad faith or
manifest error) be binding on the Issuer, the Calculation Agent, the Paying Agents and all RCI Holders and
Couponholders and (in the absence as aforesaid) no liability to the Issuer, the RCI Holders or the
Couponholders shall attach to the Trustee in connection with the exercise or non-exercise by it of its powers,
duties and discretions pursuant to such provisions.
(e) Reference Banks
The Issuer will (with the prior written approval of the Trustee) not later than 20 business days before the First
Reset Date appoint four leading financial institutions engaged in the Euro-zone interbank market (each
acting through its principal Euro-zone office) to act as Reference Banks and will procure that, so long as any
RCI is outstanding, there shall thereafter at all times be four Reference Banks. If any such institution (acting
through its relevant office) is unable or unwilling to continue to act as a Reference Bank, the Issuer shall (with
the prior written approval of the Trustee) appoint some other leading financial institution engaged in the
Euro-zone interbank market (acting through its principal Euro-zone office) to act as such in its place.
6. Alternative Coupon Satisfaction Mechanism
(a) Alternative Coupon Satisfaction Mechanism
The Issuer may elect to satisfy any Payment in full or in part through the issue of Issuer Shares to the Trustee
in accordance with this Condition 6, in which case it shall notify the Holding Company, the Trustee, the
Principal Paying Agent and the Calculation Agent not less than 16 business days prior to the relevant
Coupon Payment Date. In the absence of or save to the extent of such election and issue, subject to
Conditions 4(a) and 4(b), payments must be satisfied in accordance with Condition 8(a), provided that if an
Exceptional Deferral Condition is satisfied the prior consent of the Financial Services Authority is obtained to
such payments.
(b) Issue of shares
If any Payment is to be satisfied in full or in part through the issue of Issuer Shares to the Trustee then, subject
to Conditions 6(d) and 6(e), by close of business on or before the 6th business day prior to the relevant
Coupon Payment Date, Coupon Satisfaction Date or Exceptionally Deferred Coupon Payment Date:
(i) the Issuer will issue to the Trustee (or, if so agreed between the Issuer and the Trustee, to an agent
of the Trustee) such number of Issuer Shares (the "Payment Issuer Shares") as, in the
determination of the Holding Company will have a market value of not less than the relevant
Payment to be satisfied in accordance with this Condition 6;
(ii) the Trustee has agreed to transfer or instruct its agent to transfer the Payment Issuer Shares to the
Holding Company in consideration for which the Holding Company has agreed to issue to the
Trustee (or, if so agreed between the Issuer and the Trustee, to an agent of the Trustee) such
number of Ordinary Shares (the "Payment Ordinary Shares") as, in the determination of the
Calculation Agent, have a market value of not less than the relevant Payment to be satisfied in
accordance with this Condition 6; and
(iii) the Trustee has agreed to use reasonable endeavours to effect the transfer or instruct its agent to
effect the transfer of such Payment Ordinary Shares to or to the order of the Calculation Agent
(subject to any necessary consents being obtained) as soon as practicable and in any case not later
than by close of business on the 6th business day prior to the date on which the relevant Payment is
due and the Calculation Agent has agreed to use reasonable endeavours to procure purchasers for
10