Bond Barclay PLC 6.125% ( XS0145875513 ) in GBP

Barclay PLC

98.13 % ⇌

United Kingdom

XS0145875513 ( in GBP )

6.125% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Barclays PLC XS0145875513 en GBP 6.125%, maturity Perpetual

19/04/2026 ( In 351 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 GBP, with the ISIN code XS0145875513, pays a coupon of 6.125% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Job: 11161Z--
Barclays Capital
Date: 16-04-02
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OFFERING CIRCULAR
Barclays Bank PLC
(incorporated with limited liability in England)
£400,000,000
6.125 per cent Undated Subordinated Notes
Issue Price: 98.659 per cent
£400,000,000
6.375 per cent Undated Subordinated Notes
Issue Price: 99.625 per cent
The £400,000,000 6.125 per cent Undated Subordinated Notes (the "6.125% Notes") of Barclays Bank PLC (the "Bank")
will bear interest from (and including) 19th April, 2002 to (but excluding) 19th April, 2027 at a rate of 6.125 per cent per
annum, payable annually in arrear on each 19th April, starting with 19th April, 2003. From (and including) 19th April,
2027, the 6.125% Notes will bear interest payable annually in arrear on each 19th April thereafter at a rate of 2.07 per
cent per annum above the gross redemption yield of a prescribed benchmark gilt, all as more particularly described in
"Conditions of the 6.125% Notes -- Interest".
The £400,000,000 6.375 per cent Undated Subordinated Notes (the "6.375% Notes" and, together with the 6.125%
Notes where the context so requires, the "Notes") of the Bank will bear interest from (and including) 19th April, 2002 to
(but excluding) 19th April, 2017 at a rate of 6.375 per cent per annum, payable annually in arrear on each 19th April,
starting with 19th April, 2003. From (and including) 19th April, 2017, the 6.375% Notes will bear interest payable
annually in arrear on each 19th April thereafter at a rate of 2.02 per cent per annum above the gross redemption yield of
a prescribed benchmark gilt, all as more particularly described in "Conditions of the 6.375% Notes -- Interest".
The Notes will have no final maturity date and will only be repayable as set forth under "Conditions of the 6.125% Notes
-- Repayment and Purchase; and -- Default and Enforcement" and "Conditions of the 6.375% Notes -- Repayment and
Purchase; and -- Default and Enforcement". In particular, the Bank may repay on 19th April, 2027 or on each Interest
Payment Date falling at five-yearly intervals thereafter all, but not some only, of the 6.125% Notes. In addition, the Bank
may repay on 19th April, 2017 or on each Interest Payment Date falling at five yearly intervals thereafter all, but not some
only, of the 6.375% Notes. Under existing Financial Services Authority ("FSA") requirements, the Bank may not redeem
or purchase any Notes unless the FSA has given its prior written consent.
The Notes will be unsecured obligations 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 Notes may be made unless the Bank is able to make
such payment and remain solvent immediately thereafter. In addition, interest on the Notes need not be paid on any
Interest Payment Date by the Bank if, in the six months immediately preceding such Interest Payment Date, no dividend
has been declared or paid on any class of share capital of the Holding Company (as defined herein) or (if at the relevant
time the Holding Company is a company other than the Bank itself) on any class of preference share capital of the Bank.
See "Conditions of the 6.125% Notes -- Interest" and Conditions of the 6.375% Notes -- Interest". In the event of the
winding up in England of the Bank, the holders of the Notes will, for the purpose only of calculating the amounts payable
in respect thereof, be treated as if they were the holders of preference shares in the capital of the Bank on the day
immediately prior to the commencement of the winding up and thereafter. See "Conditions of the 6.125% Notes --
Status and Subordination" and "Conditions of the 6.375% Notes -- Status and Subordination".
Applications have been made to the FSA in its capacity as competent authority (the "United Kingdom Listing Authority")
under the Financial Services and Markets Act 2000 (the "FSMA") for the Notes to be admitted to the official list of the
United Kingdom Listing Authority (the "Official List"). Applications have also been made to 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 stock exchange. A copy of this document, which comprises the
listing particulars required by section 74 of the FSMA, has been delivered to the Registrar of Companies in England and
Wales for registration as required by section 83 of the FSMA.
Barclays Capital
BNP PARIBAS
Goldman Sachs International
JPMorgan
Merrill Lynch International
Morgan Stanley
17th April, 2002

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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 Notes, 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 Notes.
The distribution of this document and the offering or sale of the Notes 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 Notes in the United States or to U.S. persons.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and
comprise Notes in bearer form that are subject to United States tax law requirements.
The 6.125% Notes and the 6.375% Notes will each be represented initially by a temporary global Note (each
a "Temporary Global Note") which will be deposited outside the United States with a common depositary for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as
operator of the Euroclear System ("Euroclear") on or about 19th April, 2002. Each Temporary Global Note
will be exchangeable for interests in a permanent global Note (each a "Permanent Global Note") on or after a
date which is expected to be 29th May, 2002 upon certification as to non-U.S. beneficial ownership as
required by U.S. Treasury regulations and as described in the Temporary Global Note. Save in limited
circumstances, Notes in definitive bearer form will not be issued in exchange for interests in a Permanent
Global Note.
In this document all references to "£" are to pounds sterling, to "U.S. dollars" and "U.S.$" are to United States
dollars, to "¥" and "Yen" are to Japanese yen, to "(" and "euro" are to the lawful currency of the member
states of the European Union that adopt the single currency in accordance with the Treaty establishing the
European Community, 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.
In connection with the issue and distribution of the Notes, Barclays Bank PLC or any person acting for it may
over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, there may be no obligation on Barclays Bank PLC or any agent
of it to do this. Such stabilising, if commenced, shall be conducted in accordance with all applicable laws and
rules, may be discontinued at any time and must be brought to an end after a limited period.
TABLE OF CONTENTS
Page
Conditions of the 6.125% Notes................................................................................................................
3
Conditions of the 6.375% Notes................................................................................................................
14
Use of Proceeds............................................................................................................................................
25
Summary of Provisions Relating to the Notes while in Global Form.....................................................
26
The Bank and the Group .............................................................................................................................
28
United Kingdom Taxation ...........................................................................................................................
35
Subscription and Sale ..................................................................................................................................
37
General Information.....................................................................................................................................
38
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CONDITIONS OF THE 6.125% NOTES
The following is the text of the Conditions of the 6.125% Notes substantially in the form in which they will
appear on the definitive Notes:
The £400,000,000 6.125 per cent Undated Subordinated Notes (the "Notes", which expression shall in these
Conditions, unless the context otherwise requires, include any further notes issued pursuant to Condition 12
and forming a single series with the Notes) of Barclays Bank PLC (the "Bank") are in bearer form with interest
coupons and a talon for further interest coupons (together, where the context so permits, the "Coupons")
attached. The issue of the Notes was authorised by a resolution of a duly constituted Committee of the Board
of Directors of the Bank passed on 16 April, 2002. The Notes are constituted by a Sixteenth Supplemental
Trust Deed dated 19th April, 2002 made between the Bank and Phoenix Assurance Public Limited Company
(the "Trustee") as trustee for the holders of the Notes (the "Noteholders") and expressed to be supplemental
to (i) the principal Trust Deed dated 2nd July, 1985 made between the Bank and the Trustee constituting the
U.S.$600,000,000 Undated Floating Rate Primary Capital Notes of the Bank (the "Series 1 Notes"), (ii) the
First Supplemental Trust Deed dated 14th February, 1986 made between the Bank and the Trustee
constituting the U.S.$750,000,000 Undated Floating Rate Primary Capital Notes Series 2 of the Bank and the
Second Supplemental Trust Deed dated 4th September, 1989 made between the Bank and the Trustee
constituting up to U.S.$450,000,000 Undated Floating Rate Primary Capital Notes Series 2 of the Bank
(together, the "Series 2 Notes"), (iii) the Third Supplemental Trust Deed dated 16th October, 1989 made
between the Bank and the Trustee constituting the £200,000,000 Undated Floating Rate Primary Capital
Notes Series 3 of the Bank (the "Series 3 Notes"), (iv) the Fourth Supplemental Trust Deed dated
28th September, 1990 made between the Bank and the Trustee modifying the provisions of the said First
Supplemental Trust Deed and Second Supplemental Trust Deed, (v) the Fifth Supplemental Trust Deed
dated 12th May, 1993 and the Sixth Supplemental Trust Deed dated 25th June, 1993 both made between
the Bank and the Trustee and together constituting the £300,000,000 9.875 per cent Undated Subordinated
Notes of the Bank (the "9.875 per cent Notes"), (vi) the Seventh Supplemental Trust Deed dated
11th October, 1993 made between the Bank and the Trustee constituting the £100,000,000 9 per cent
Permanent Interest Bearing Capital Bonds of the Bank (the "Permanent Capital Bonds"), (vii) the Eighth
Supplemental Trust Deed dated 20th October, 1993 made between the Bank and the Trustee constituting
the £100,000,000 7.875 per cent Undated Subordinated Notes of the Bank (the "7.875 per cent Notes"),
(viii) the Ninth Supplemental Trust Deed dated 7th July, 1997 made between the Bank and the Trustee
constituting the FRF1,000,000,000 6.5 per cent Undated Subordinated Notes of the Bank (the "6.5 per cent
Notes"), (ix) the Tenth Supplemental Trust Deed dated 27th February, 1998 made between the Bank and the
Trustee constituting the ¥8,000,000,000 5.03 per cent Reverse Dual Currency Undated Subordinated Notes
of the Bank (the "5.03 per cent Notes"), (x) the Eleventh Supplemental Trust Deed dated 29th May, 1998
made between the Bank and the Trustee constituting the ¥12,000,000,000 5 per cent Reverse Dual Currency
Undated Subordinated Notes of the Bank (the "5 per cent Notes"), (xi) the Twelfth Supplemental Trust Deed
dated 24th October, 2000 and the Fourteenth Supplemental Trust Deed dated 21st May, 2001 both made
between the Bank and the Trustee and together constituting the £525,000,000 7.125 per cent Undated
Subordinated Notes of the Bank (the "7.125 per cent Notes") and (xii) the Thirteenth Supplemental Trust
Deed dated 27th November, 2000 and the Fifteenth Supplemental Trust Deed dated 21st May, 2001 both
made between the Bank and the Trustee and together constituting the £650,000,000 6.875 per cent
Undated Subordinated Notes of the Bank (the "6.875 per cent Notes"). The said Supplemental Trust Deeds
and principal Trust Deed are herein referred to collectively as the "Trust Deed". The Bank of New York is the
initial principal paying agent for the Notes (the "Principal Paying Agent") and the initial agent bank (the
"Agent Bank"). Copies of the Trust Deed, together with copies of the Agency Agreement dated 19th April,
2002 made between the Bank, the Trustee and the paying agents named therein, are available for inspection
at the office for the time being of the Trustee (being at the date hereof c/o its attorney Capita Trust Company
Limited, Guildhall House, 81/87 Gresham Street, London EC2V 7QE) and at the specified office(s) of the
Principal Paying Agent and each of the other paying agents referred to in Condition 5 (all together, the
"Paying Agents"). The statements set out in these Conditions include summaries of, and are subject to, the
detailed provisions of the Trust Deed in relation to the Notes. The Noteholders and holders of the Coupons
(the "Couponholders") are entitled to the benefit of, and are deemed to have notice of, all the provisions of the
Trust Deed in relation to the Notes, the Agency Agreement and the Notes, all of which are binding on them.
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The obligations of the Bank in respect of the Notes and the Coupons are conditional upon the Bank being
solvent at the time of payment by the Bank and immediately thereafter. Neither these Conditions nor the
Trust Deed provide any remedy for non-payment of interest in respect of the Notes so long as in the six
months immediately preceding the applicable Interest Payment Date no dividend has been paid or declared
in respect of any class of share capital of the Holding Company (as defined in Condition 3) or (if at the
relevant time the Holding Company is a company other than the Bank itself) the preference share capital of
the Bank. In the event of a winding up of the Bank the right to recover interest (including Arrears of Interest
(as defined in Condition 3)) may be limited by applicable insolvency laws.
1. Title and Denomination
Title to the Notes and the Coupons will pass by delivery. The Bank, the Trustee and any Paying Agent may
treat the holder of any Note and the holder of any Coupon as the absolute owner thereof (whether or not
such Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing thereon or
any notice of previous loss or theft or of trust or other interest therein) for the purpose of making payment
and for all other purposes.
The Notes, which are serially numbered, are issued in the denominations of £1,000, £10,000 and £100,000
each. Notes of one denomination may not be exchanged for Notes of any other denomination.
2. Status and Subordination
(a) The Notes and the Coupons constitute unsecured obligations of the Bank ranking pari passu without
any preference among themselves. The Notes, the Series 1 Notes, the Series 2 Notes, the Series 3 Notes,
the 9.875 per cent Notes, the Permanent Capital Bonds, the 7.875 per cent Notes, the 6.5 per cent Notes,
the 5.03 per cent Notes, the 5 per cent Notes, the 7.125 per cent Notes, the 6.875 per cent Notes and the
U.S.$500,000,000 8 per cent Convertible Capital Notes, Series E, of the Bank, which are separate series
of securities, rank pari passu inter se in point of subordination.
Subject to applicable law, no Noteholder or Couponholder may exercise or claim any right of set-off in
respect of any amount owed to it by the Bank arising under or in connection with the Notes or the
Coupons and each Noteholder and Couponholder shall, by virtue of being the holder of any Note or
Coupon, as the case may be, be deemed to have waived all such rights of set-off.
(b) The rights of the Noteholders and Couponholders are subordinated to the claims of Senior Creditors (as
defined in paragraph (d) below) and, accordingly, payments of principal and interest are conditional
upon the Bank being solvent at the time of payment by the Bank, and no principal or interest shall be
payable in respect of the Notes except to the extent that the Bank could make such payment and still be
solvent immediately thereafter. For the purposes of this paragraph (b) the Bank shall be solvent if (i) it is
able to pay its debts as they fall due and (ii) its Assets (as defined in paragraph (d) below) exceed its
Liabilities (as defined in paragraph (d) below) (other than, except in the circumstances provided in the
Trust Deed, its Liabilities to persons who are not Senior Creditors). The Trust Deed contains provisions
requiring a report as to the solvency of the Bank to be made by two Directors of the Bank or, in certain
circumstances as provided in the Trust Deed, the Auditors (as defined in the Trust Deed) or, if the Bank
is in winding up in England, its liquidator prior to any payment of principal or interest and also prior to
the purchase of any Notes beneficially by or for the account of the Bank or any of its Subsidiaries (as
defined in the Trust Deed). Any such report shall, in the absence of proven error, be treated and
accepted by the Bank, the Trustee and the Noteholders and Couponholders as correct and sufficient
evidence of such solvency.
(c) If at any time the Bank is in winding up in England, there shall be payable in respect of the Notes (in lieu
of any other payment but subject as provided in paragraph (b) above) such amounts (if any) as would
have been payable in respect thereof as if, on the day immediately prior to the commencement (as
defined in the Trust Deed) of the winding up and thereafter, the Noteholders were the holders of a class
of preference shares in the capital of the Bank having a preferential right to a return of assets in the
winding up over the holders of all other classes of shares for the time being in the capital of the Bank on
the assumption that such preference shares were entitled (to the exclusion of any other rights or
privileges) to receive on a return of capital in such winding up an amount equal to the principal amount
of the Notes together with interest accrued to the date of repayment (as provided in the Trust Deed)
and any Arrears of Interest (as defined in Condition 3(b)).
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(d) As used in these Conditions:
"Senior Creditors" means creditors of the Bank (i) who are depositors and/or other unsubordinated
creditors of the Bank or (ii) whose claims are, or are expressed to be, subordinated to the claims of
depositors and other unsubordinated creditors of the Bank (whether only in the event of a winding up of
the Bank or otherwise) but not further or otherwise or (iii) who are subordinated creditors of the Bank
(whether as aforesaid or otherwise) other than those whose claims are expressed to rank pari passu
with or junior to the claims of the Noteholders and Couponholders and any claims ranking pari passu
with such last mentioned claims.
"Assets" means the total amount of the unconsolidated gross tangible assets of the Bank, and
"Liabilities" means the total amount of the unconsolidated gross liabilities of the Bank, in each case as
shown by the latest published audited balance sheet of the Bank, but adjusted, if the aggregate amount
included in such balance sheet in respect of the Bank's investment in all Subsidiaries and Associated
Companies (as defined in the Trust Deed) of the Bank exceeds the aggregate of the net tangible assets
of such Subsidiaries and Associated Companies attributable to the Bank (calculated on a consolidated
basis where any of such Subsidiaries and Associated Companies itself has subsidiaries) as shown by
their latest relevant audited balance sheets, by deducting from the total amount of such assets an
amount equal to such excess and adjusted also for contingencies and subsequent events in such
manner as the above-mentioned Directors, the Auditors or the liquidator (as the case may be) may
determine.
N.B. If the Bank would not otherwise be solvent (having taken into account liabilities to both Senior
Creditors and creditors other than Senior Creditors), the amount of principal and of sums which would
otherwise be payable as interest in respect of the Notes will be available to meet the losses of the Bank.
3. Interest
(a) Initial Rate and Accrual of Interest
The Notes bear interest from (and including) 19th April, 2002 (the "Issue Date") to (but excluding)
19th April, 2027 at the rate of 6.125 per cent per annum. Unless the Notes are redeemed on 19th April,
2027, from (and including) 19th April, 2027, the Notes will bear interest at the Reset Rate (as defined in
paragraph (c) below). Interest on the Notes is payable, subject as provided in these Conditions, in arrear on
each Interest Payment Date (as defined below), the first such payment to be made on 19th April, 2003.
Interest in respect of each Note will accrue from day to day and will cease to accrue from the due date for
repayment thereof unless, upon due presentation, payment of principal is improperly withheld or refused or
is not made by reason of Condition 2(b). The amount of interest payable in respect of any period which is not
an Interest Period (as defined below) shall be calculated on the basis of the number of days in the relevant
period from (and including) the date from which interest begins to accrue to (but excluding) the date on
which it falls due divided by the number of days in the Interest Period in which the relevant period falls.
(b) Interest Payment Dates, Interest Periods and Arrears of Interest
Interest in respect of the Notes is (subject to Condition 2(b)) payable on each Compulsory Interest Payment
Date (as defined below) in respect of the Interest Period (as defined below) ending on the day immediately
preceding such date. On any Optional Interest Payment Date (as defined below), there may be paid (if the
Bank so elects but subject to Condition 2(b)) the interest in respect of the Notes accrued in the Interest
Period ending on the day immediately preceding such date, but the Bank shall not have any obligation to
make such payment and any failure to pay shall not constitute a default by the Bank for any purpose. 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 other Interest Payment Date, shall, so long as the same remains unpaid,
constitute "Arrears of Interest". Arrears of Interest may, at the option of the Bank, be paid in whole or in part
at any time upon the expiration of not less than 14 days' notice to such effect given to the Trustee and to the
Noteholders in accordance with Condition 13, but all Arrears of Interest in respect of all Notes for the time
being outstanding (as defined in the Trust Deed) shall (subject to Condition 2(b)) become due in full on
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whichever is the earliest of (i) the date upon which a dividend is next paid on any class of share capital of the
Holding Company (as defined below) or (if at the relevant time the Holding Company is a company other
than the Bank itself) on any class of preference share capital of the Bank, (ii) the date fixed for any repayment
pursuant to Condition 4(a) or (b) or (iii) the commencement of a winding up in England of the Bank. If notice
is given by the Bank of its intention to pay the whole or any part of Arrears of Interest, the Bank shall be
obliged (subject to Condition 2(b)) to do so upon the expiration of such notice. Where Arrears of Interest are
paid in part, each part payment shall be in respect of the full amount of the Arrears of Interest accrued due to
the relative Interest Payment Date or consecutive Interest Payment Dates furthest from the date of payment.
Arrears of Interest shall not themselves bear interest.
As used herein:
"Business Day" means a day on which banks and foreign exchange markets are open for business in
London.
"Compulsory Interest Payment Date" means any Interest Payment Date if, in the six months immediately
preceding such Interest Payment Date, any dividend has been declared or paid on any class of share capital
of the Holding Company or (if at the relevant time the Holding Company is a company other than the Bank
itself) on any class of preference share capital of the Bank.
"Holding Company" means Barclays PLC or otherwise the ultimate holding company for the time being of
the Bank or, if at any relevant time there shall be no such holding company, then "Holding Company" shall
mean the Bank itself.
"Interest Payment Date" means 19th April in each year commencing in 2003.
"Interest Period" means the period from (and including) one Interest Payment Date (or, in the case of the
first Interest Period, the Issue Date) up to (but excluding) the next (or first) Interest Payment Date.
"Optional Interest Payment Date" means any Interest Payment Date other than a Compulsory Interest
Payment Date.
N.B. In the event that the latest dividend declared or paid on any class of share capital of the Holding
Company or (if at the relevant time the Holding Company is a company other than the Bank itself) on any
class of preference share capital of the Bank is so declared or paid more than six months prior to an Interest
Payment Date, such Interest Payment Date will not be a Compulsory Interest Payment Date.
(c) Interest Rate Reset
On each Interest Determination Date (as defined below), unless the Bank shall have given notice to redeem
the Notes under Condition 4(a) or (b) on or prior to the Interest Payment Date next following such Interest
Determination Date, the Agent Bank shall determine the annual rate of interest (the "Reset Rate") in respect
of the Notes for each of the next five Interest Periods at the rate per annum which is the aggregate of 2.07 per
cent and the Gross Redemption Yield (as defined below), such aggregate being converted to an annualised
yield and expressed as a percentage (rounded, if necessary, to the fourth decimal place, with 0.00005 being
rounded upwards).
As used herein:
"Interest Determination Date" means the fifth London business day (being a day, other than a Saturday or
Sunday, on which commercial banks are open for business in London) prior to (i) 19th April, 2027 and (ii)
each fifth anniversary thereafter, provided that if on any such day it is not possible for any reason to
determine the rate of interest in this paragraph (c), the Interest Determination Date shall be postponed to
the next London business day on which it is possible to determine such rate.
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"Gross Redemption Yield" means the gross redemption yield (as calculated on the basis set out by the
United Kingdom Debt Management Office in the paper entitled "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 on 8th June, 1998) on a
semi-annual compounding basis (converted on an annualised yield and rounded, if necessary, to the fourth
decimal place, with 0.00005 being rounded upwards)) of the Benchmark Gilt, with the price of the
Benchmark Gilt for this purpose being the arithmetic mean (rounded, if necessary, as aforesaid) of the bid
and offered prices of the Benchmark Gilt quoted by the Reference Market Makers at or about 3.00 p.m.
(London time) on the relevant Interest Determination Date on a dealing basis for settlement on the next
following dealing day in London.
"Benchmark Gilt" means such United Kingdom government security having a final maturity date on or about
the next Interest Determination Date as the Agent Bank, with the advice of the Reference Market Makers,
may determine to be appropriate.
"Reference Market Makers" means three brokers and/or gilt-edged market makers selected by the Agent
Bank (with the prior approval of the Trustee) or such other three persons operating in the gilt-edged market
as are selected by the Agent Bank (with the prior approval of the Trustee).
(d)
Notification of Rate of Interest
The Bank shall cause notice of each Reset Rate to be given to the Trustee, the Paying Agents, Clearstream
Banking, société anonyme ("Clearstream, Luxembourg"), Euroclear Bank S.A./N.V. as operator of the
Euroclear System ("Euroclear"), the Financial Services Authority as the competent authority for listing in the
United Kingdom (the "United Kingdom Listing Authority") and London Stock Exchange plc (the "London
Stock Exchange") as soon as practicable after their determination.
(e) Determination of Reset Rate by the Trustee
The Trustee shall, if the Agent Bank does not or is unable to at any material time for any reason determine the
Reset Rate in accordance with paragraph (c) above, determine the Reset Rate at such rate as, in its absolute
discretion (having such regard as it shall think fit to the procedure described in paragraph (c) above), it shall
deem fair and reasonable in all the circumstances, and such determination shall be deemed to be a
determination thereof by the Agent Bank.
(f) Agent Bank
The Bank may, with the prior written approval of the Trustee, from time to time replace the Agent Bank by
another leading bank or investment bank in London. In the event of the appointed office of the Agent Bank
being unable or unwilling to continue to act as the Agent Bank or (without prejudice to paragraph (e) above)
failing duly to determine the Reset Rate in accordance with paragraph (c) above, the Bank shall forthwith
appoint the London office of such other leading bank or investment bank as may be approved in writing by
the Trustee to act as such in its place. The Agent Bank may not resign its duties or be removed without a
successor having been appointed as aforesaid.
(g) Notifications, etc. to be Final
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of this Condition 3, whether by the Agent Bank or the Trustee,
shall (in the absence of wilful default, bad faith or manifest error) be binding on the Bank, the Agent Bank, the
Trustee, the Paying Agents and all Noteholders and Couponholders and (in the absence as aforesaid) no
liability to the Noteholders or Couponholders shall attach to the Agent Bank or the Trustee in connection
with the exercise or non-exercise by them of their powers, duties and discretions.
4. Repayment and Purchase
The Notes are undated and, accordingly, have no final maturity date and may not be repaid except in
accordance with the provisions of this Condition 4 or Condition 7.
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(a) Repayment for Taxation Reasons
If the Bank satisfies the Trustee immediately prior to the giving of the notice referred to below that on the
next Interest Payment Date:
(i) the Bank would be compelled by law for reasons outside its control to pay any additional amounts in
accordance with Condition 6, or
(ii) any payment of interest in respect of the Notes would be treated as a "distribution" within the meaning
of the Tax Acts (as defined in section 831 of the Income and Corporation Taxes Act 1988),
the Bank may at its option, at any time, having given not less than 45 nor more than 60 days' notice to the
Trustee and to the Noteholders in accordance with Condition 13, repay all, but not some only, of the Notes at
their principal amount. Upon the expiration of such notice, the Bank shall (subject to Condition 2(b)) be
bound to repay all the Notes at their principal amount together with accrued interest and all Arrears of
Interest.
It shall be sufficient to establish the circumstances required to be established under this Condition 4(a) if the
Bank shall deliver to the Trustee a certificate of a major firm of independent legal advisers or accountants to
the effect either that such a circumstance does exist or that, upon a change in or amendment to the laws
(including any regulations thereunder) or in the interpretation or administration thereof, of the United
Kingdom (including any authority or political subdivision therein or thereof having power to tax) which at
the date of such certificate is proposed to be made and in the opinion of such firm is reasonably expected to
become effective on or prior to the date when the relevant payment in respect of such Notes would
otherwise be made, becoming so effective, such circumstances would exist.
(b) Optional Repayment
The Bank may, having given not less than 45 nor more than 60 days' notice to the Trustee and to the
Noteholders in accordance with Condition 13, repay on 19th April, 2027 or on each Interest Payment Date
falling at five-yearly intervals thereafter all, but not some only, of the Notes at their principal amount. Upon
the expiration of such notice, the Bank shall (subject to Condition 2(b)) be bound to repay all the Notes at
their principal amount together with accrued interest and all Arrears of Interest.
No optional repayment of the Notes will be made by the Bank without the prior consent of the Financial
Services Authority.
(c) Optional Purchase
Subject to Condition 2(b), the Bank or any of its Subsidiaries may at any time purchase beneficially or
procure others to purchase beneficially for its account Notes in the open market or otherwise at any price.
Any purchase by tender shall be made available to all Noteholders alike. Each such purchase of Notes shall
include all unmatured Coupons and talons appertaining thereto.
The requirements of this paragraph (c) and of paragraph (d) below as to the purchase of Notes shall not
apply in regard to the purchase of Notes in the ordinary course of a business of dealing in securities.
No optional purchase of the Notes will be made by the Bank without the prior consent of the Financial
Services Authority.
(d) Cancellation and Resale
All Notes (i) repaid or (ii) purchased beneficially by or for the account of the Bank will be cancelled together
with all unmatured Coupons and talons attached thereto or surrendered therewith and accordingly will not
be available for reissue or resale.
5. Payments and Exchange of Talons
(a) The names of the initial Paying Agents (which have been appointed by the Bank under the Agency
Agreement) and their specified offices are set out below.
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(b) Payments of principal and interest in respect of the Notes will (subject to Condition 2(b)) only be made
against presentation and surrender of Notes or, as the case may be, Coupons at any specified office of
any of the initial Paying Agents or of any such additional and/or other Paying Agent(s) outside the
United States (subject as provided below) as the Bank may appoint from time to time with the prior
written approval of the Trustee, in each case subject to the laws and regulations applicable in the place
of payment, but without prejudice to the provisions of Condition 6. Payments in respect of Arrears of
Interest will be made against presentation and surrender (or, in the case of a partial payment,
endorsement) of the appropriate Coupon at any specified office of any of the Paying Agents. Payments
in respect of the Notes and Coupons will be made in the currency in which the payment is due either (i)
by cheque or (ii) at the option of the payee, by transfer to a pounds sterling account maintained by the
payee with a bank in London.
Payments of amounts due in respect of principal or interest (including Arrears of Interest) on Notes and
exchanges of talons for Coupon sheets will not be made at the specified office of any Paying Agent in
the United States (as defined in the United States Internal Revenue Code and Regulations thereunder),
to an address in the United States (as so defined) or by transfer to an account maintained by the payee
in the United States. Without prejudice to the generality of the foregoing, the Bank reserves the right to
require a Noteholder or Couponholder to provide a Paying Agent with such certification or information
as may be required to enable the Bank to comply with the requirements of the United States federal
income tax laws.
(c) Upon the due date for repayment of any Note, unmatured Coupons and talons appertaining to such
Note (whether or not attached) shall become void and no payment shall be made in respect of such
Coupons and no exchange shall be made in respect of such talons. If the date for repayment of a Note is
not an Interest Payment Date, the interest accrued from the preceding Interest Payment Date (or the
Issue Date, as the case may be) shall be payable only against presentation of such Note.
(d) In the event of a winding up in England of the Bank, all unmatured Coupons and talons shall become
void and any payment of interest in respect of the Notes to which such Coupons appertain shall be
made only against presentation of such Notes. In addition, in the event of such a winding up, each Note
which is presented for payment must be presented together with all Coupons appertaining thereto
(whether or not attached) in respect of Arrears of Interest, failing which the amount of Arrears of
Interest due on any such missing Coupon will not be payable. Any such amount will only be payable in
the manner mentioned above against presentation and surrender of any such missing Coupon within a
period of 12 years from the Relevant Date (as defined in Condition 6).
For the purpose of these Conditions, "unmatured Coupon" means a Coupon in respect of which the
applicable Interest Payment Date falls after the date fixed for the repayment of the Note to which such
Coupon appertains or, as the case may be, the date on which a winding up in England of the Bank
commences (or is deemed to commence) and "unmatured talon" means a talon in respect of which the
Interest Payment Date on and after which it may be exchanged falls on or after the date fixed for
repayment of the Note to which such talon appertains or, as the case may be, the date on which a
winding up in England of the Bank commences (or is deemed to commence).
(e) If the due date for payment in respect of any Note or Coupon is not, at the place of payment, a working
day then the holder thereof shall not be entitled to payment at the place of payment of the amount due
until the following working day in such place, nor to any interest or other payment in respect of such
delay. In this paragraph, a "working day" in relation to any place means a day (other than a Saturday or a
Sunday) on which banks are open generally for business in such place and, in the case of payment by
transfer as referred to in paragraph (b) above, in London.
(f) The Bank may, with the prior written approval of the Trustee, vary or terminate the appointment of any
Paying Agent and/or appoint additional or other Paying Agents and/or approve any change in the
specified office of any Paying Agent, provided that, so long as the Notes are admitted to the official list of
the United Kingdom Listing Authority (the "Official List") and admitted to trading on the London Stock
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Exchange's market for listed securities, the Bank will maintain a Paying Agent with a specified office in
London and, so long as any of the Notes remains outstanding and if the conclusions of the ECOFIN
Council meeting of 26th-27th November, 2000 are implemented, the Bank will maintain a Paying
Agent with a specified office in a European Union member state that will not be obliged to withhold or
deduct tax pursuant to any European Union directive on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to, such directive. In the event of
any such variation, termination, appointment or change in specified office, notice thereof will be given
by the Bank to the Noteholders in accordance with Condition 13.
(g) On and after the Interest Payment Date specified in the final Coupon comprised in any Coupon sheet,
the talon comprised in such Coupon sheet may be surrendered at the specified office of any of the
Paying Agents outside the United States in exchange for a further Coupon sheet in respect of the 20
Interest Payment Dates immediately following such Interest Payment Date (including a further talon),
subject to the provisions of Condition 8, provided that the Bank may, by notice to the Noteholders in
accordance with Condition 13, at any time or from time to time require any such exchange to be
effected at the specified office(s) of one or certain only of the Paying Agents so specified in such notice.
6. Taxation
All payments of principal and interest (including Arrears of Interest) will be made without withholding or
deduction for, or on account of, any present or future taxes, duties, assessments or charges of whatever
nature imposed or levied by, or on behalf of, the United Kingdom or any authority in the United Kingdom
having power to tax, unless the Bank is compelled by law to withhold or deduct such taxes, duties,
assessments or charges. In any such case, the Bank will pay such additional amounts as will result in the
receipt by the Noteholders and/or the Couponholders concerned of the sum which would in the absence of
such withholding or deduction be payable on the Notes and/or the Coupons, provided that no such
additional amount shall be payable in respect of any Note or Coupon presented for payment:
(a) by or on behalf of a holder who is liable to such taxes, duties, assessments or charges in respect of such
principal or interest by reason of his having some connection with the United Kingdom other than the
mere holding of the Note or the Coupon (as the case may be); or
(b) by or on behalf of a holder if a Paying Agent with a specified office outside the United Kingdom has been
appointed at which payments in respect of the Notes or, as the case may be, Coupons can be made
without any such withholding or deduction of United Kingdom tax; or
(c) more than 30 days after the Relevant Date, except to the extent that the holder thereof would have been
entitled to such additional amount on presenting the same for payment at the close of such 30 day
period (and for this purpose, the "Relevant Date" in relation to such payment means:
(i) the date on which such payment first becomes due; or
(ii) (if the full amount of the moneys payable on such due date has not been received by the Principal
Paying Agent or the Trustee on or prior to such due date) such later date on which notice is given to
the Noteholders in accordance with Condition 13 that such moneys have been so received); or
(d) where such withholding or deduction is imposed on a payment to an individual and is required to be
made pursuant to any European Union directive on the taxation of savings implementing the
conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 or any law implementing or
complying with, or introduced in order to conform to, such directive.
References herein to principal and/or interest shall be deemed also to refer to any additional amounts which
may be payable under this Condition 6 or under the Trust Deed.
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