Bond Santanderio 0% ( XS0152838586 ) in GBP

Issuer Santanderio
Market price 100 %  ▲ 
Country  United Kingdom
ISIN code  XS0152838586 ( in GBP )
Interest rate 0%
Maturity 09/02/2018 - Bond has expired



Prospectus brochure of the bond Santander XS0152838586 in GBP 0%, expired


Minimal amount /
Total amount /
Detailed description Santander is a Spanish multinational banking and financial services company headquartered in Santander, Cantabria, Spain.

The Bond issued by Santanderio ( United Kingdom ) , in GBP, with the ISIN code XS0152838586, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 09/02/2018








OFFERING CIRCULAR
constitute
to,
intended
not is
Abbey National plc
and
(incorporated in England with limited liability registered number 2294747)
not,
shall
£175,000,000
6.984 per cent. Fixed/Floating Rate Tier One Preferred Income Capital Securities
Circular
Issue Price: 100 per cent.
Offering y
The £175,000,000 6.984 per cent. Fixed/Floating Rate Tier One Preferred Income Capital Securities (the "TOPICS") of Abbey National plc
("Abbey National" or the "Issuer") will bear interest from (and including) 9 August 2002 to (but excluding) 9 February 2018 at a rate of 6.984
per cent. per annum, payable semi-annually in arrear on 9 February and 9 August in each year. From (and including) 9 February 2018, the
Preliminar
TOPICS will bear interest, at a rate reset semi-annually of 1.86 per cent. per annum above the London interbank offered rate for six-month
is
sterling deposits, payable on the Coupon Payment Dates (as defined in the Terms and Conditions) falling in February and August in each year,
. Th
all as more particularly described in "Terms and Conditions of the TOPICS -- 5. Coupon Payments". Coupon Payments (as defined in the Terms
and Conditions) may be deferred as described in "Terms and Conditions of the TOPICS -- 4. Coupon Deferral", but then the Issuer may not,
Circular
inter alia, declare or pay dividends on any Junior Share Capital (as defined in the Terms and Conditions) until the Issuer next makes a Coupon
Payment.
The TOPICS will be redeemable (at the option of the Issuer) in whole but not in part on 9 February 2018 or any Coupon Payment Date
Offering
thereafter. In addition, the TOPICS may (at the option of the Issuer) be redeemed in the event that the Issuer is required to pay additional
final
amounts as provided in "Terms and Conditions of the TOPICS -- 11. Taxation". Upon the occurrence of certain tax or regulatory events, the
the
TOPICS may be exchanged or their terms varied so that they become Upper Tier 2 Securities (as defined in the Terms and Conditions),
in
provided that if such tax or regulatory events do or would persist after such exchange or variation or certain other provisions apply, the
TOPICS may be redeemed, as more particularly described in "Terms and Conditions of the TOPICS -- 7. Exchange for Upper Tier 2 Securities,
Variation or Redemption".
amendment
Under existing Financial Services Authority ("FSA") requirements, the Issuer may not redeem or purchase any TOPICS unless the FSA has
and
given its prior consent.
The TOPICS will be unsecured securities of the Issuer and will be subordinated to the claims of Senior Creditors (as defined in the Terms and
Conditions) in that no payment of principal or interest in respect of the TOPICS may be made unless the Issuer is able to make such payment
completion
and remain solvent immediately thereafter. In the event of the winding-up of the Issuer, the TOPICS Holders (as defined in the Terms and
to
Conditions) will, for the purpose of calculating the amounts payable in respect of each of the TOPICS, 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
subject
Issuer which have a preferential right to a return of assets in a winding-up of the Issuer over, and so rank ahead of, the holders of all other
is
classes of the Issuer's issued shares on the day immediately prior to the commencement of the winding-up and will rank pari passu with the
holders of the RCIs (as defined in the Terms and Conditions) but will rank junior to the claims of the Senior Creditors (as defined in the Terms
and Conditions) and any notional class of preference share in the capital of the Issuer by reference to which the amount payable in respect of
Circular
any Junior Subordinated Debt (as defined in the Terms and Conditions) in a winding-up of the Issuer is determined. See "Terms and Conditions
of the TOPICS -- 3. Winding-up". A TOPICS Holder's claim in a winding-up of the Issuer shall be limited to the principal amount of the
TOPICS.
Offering
relevant TOPICS (and no amounts will be payable in respect of any Coupon).
y
the
of
For a description of certain matters that prospective investors should consider, see "Investment Considerations".
any
Application has been made to list the TOPICS on the Luxembourg Stock Exchange.
Preliminar
sell
The TOPICS are expected to be assigned a rating of A by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.
this
to
in
and a rating of A1 by Moody's Investors Service, Inc. A credit rating is not a recommendation to buy, sell or hold securities and may be subject
offer
to revision, suspension or withdrawal at any time by the relevant rating organisation. See "The Abbey National Group -- Ratings".
an
Joint Bookrunners
information
contain
The
or
LEHMAN BROTHERS
UBS WARBURG
(Structuring Adviser)
9 August 2002


The Issuer accepts responsibility for the information contained or incorporated by reference in this Offering
Circular. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that
such is the case) such information 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 TOPICS, no person is authorised to give any information or to make
any representation not contained or incorporated by reference in this document and if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer, the Managers (as
defined in "Subscription and Sale" below) or the Trustee.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by the Issuer or the Managers that any recipient of this Offering Circular should
purchase any of the TOPICS. Each investor contemplating purchasing TOPICS should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the securities to which it relates.
The distribution of this document and the offering or sale of the TOPICS in certain jurisdictions may be restricted
by law. The Issuer and the Managers do not represent that this document may be lawfully distributed, or that the
TOPICS may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating
any such distribution or offering. In particular, no action has been taken by the Issuer or the Managers which
would permit a public offering of the TOPICS or distribution of this document in any jurisdiction where action
for that purpose is required. Accordingly, no TOPICS may be offered or sold, directly or indirectly, and neither
this Offering Circular nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Offering Circular or the TOPICS may come must inform themselves about,
and observe, any such restrictions. See "Subscription and Sale" below for a description, inter alia, of certain
restrictions on offers, sales and deliveries of the TOPICS. Neither the delivery of this Offering Circular nor any
sale hereunder shall create, under any circumstances, any implication that there has been no change in the affairs
of the Issuer or Abbey National plc and its subsidiaries taken as a whole (the "Abbey National Group" or the
"Group") since the date hereof or that the information contained herein is correct as of any time subsequent to its
date.
In connection with this issue, Lehman Brothers International (Europe) or any person acting for it may over-allot
or effect transactions with a view to supporting the market price of the TOPICS at a level higher than that which
might otherwise prevail for a limited period. However, there may be no obligation on Lehman Brothers
International (Europe) or any agent of it to do this. Such stabilising, if commenced, may be discontinued at any
time and must be brought to an end after a limited period.
The TOPICS have not been, and will not be, registered under the United States Securities Act of 1933, as
amended, and are subject to United States tax law requirements. Subject to certain exceptions, the TOPICS may
not be sold or delivered, directly or indirectly, within the United States or to U.S. persons.
In this document all references to "£" are to the lawful currency from time to time of the United Kingdom.
2


TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................
4
FORWARD LOOKING STATEMENTS .............................................................................................
4
SUMMARY..........................................................................................................................................
5
INVESTMENT CONSIDERATIONS .................................................................................................
9
TERMS AND CONDITIONS OF THE TOPICS ................................................................................
11
USE OF PROCEEDS ...........................................................................................................................
29
SUMMARY OF PROVISIONS RELATING TO THE TOPICS WHILE IN GLOBAL FORM........
30
THE ABBEY NATIONAL GROUP ....................................................................................................
32
CAPITALISATION AND INDEBTEDNESS OF THE ABBEY NATIONAL GROUP.....................
37
SUMMARY FINANCIAL INFORMATION.......................................................................................
40
UNITED KINGDOM TAXATION ......................................................................................................
42
SUBSCRIPTION AND SALE .............................................................................................................
44
GENERAL INFORMATION ...............................................................................................................
45
3


DOCUMENTS INCORPORATED BY REFERENCE
The Annual Report and Accounts of the Issuer for the years ended 31 December 2001 and 2000 (prepared on a
consolidated and non-consolidated basis) and the interim financial statements for the six months ended 30 June
2002 (prepared on a consolidated basis) are incorporated into this Offering Circular by reference. Copies may be
obtained free of charge at the specified office of each of the Paying Agents as set out in "General Information"
below.
FORWARD LOOKING STATEMENTS
This document contains, or incorporates by reference, certain "forward-looking statements" with respect to certain
of Abbey National's plans and its current goals and expectations relating to its future financial condition,
performance and results. By their nature, all forward-looking statements involve risk and uncertainty because they
relate to future events and circumstances which are beyond Abbey National's control including among other
things, UK domestic and global economic and business conditions, market related risks such as fluctuations in
interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition,
inflation, deflation, the timing, impact and other uncertainties of future acquisitions or combinations within
relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in
which Abbey National and its affiliates operate. As a result, Abbey National's actual future financial condition,
performance and results may differ materially from the plans, goals, and expectations set forth in Abbey
National's forward-looking statements.
4


SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the TOPICS and the Trust
Deed and is qualified by the more detailed information contained elsewhere in this document. Defined terms
used herein have the respective meanings given to them in "Terms and Conditions of the TOPICS".
Issuer
Abbey National plc
Trustee
The Bank of New York
Issue size
£175,000,000
Redemption
The TOPICS will be perpetual securities and will have no maturity
date. However, the TOPICS will be redeemable in whole but not in
part at the option of the Issuer, subject to the prior consent of the
FSA and to the Auditors having reported to the Trustee within the
previous six months that the Solvency Condition has been met, at
their principal amount together with any Outstanding Payments on
9 February 2018 or any Coupon Payment Date thereafter.
Interest
The TOPICS will bear interest at a rate of 6.984 per cent. per annum
from (and including) 9 August 2002 to (but excluding) 9 February
2018 and thereafter at a rate reset semi-annually of 1.86 per cent.
per annum above the London interbank offered rate for six-month
sterling deposits.
Coupon Payment Dates
Except as described below, Coupon Payments will be payable on
9 February and 9 August in each year, commencing on 9 February
2003, in respect of the period to and including 9 February 2018, and
thereafter, subject to adjustment for non-business days, on
9 February and 9 August in each year.
Subordination
The rights and claims of the TOPICS Holders will be subordinated
to the claims of Senior Creditors. No payment of principal or
interest in respect of the TOPICS may be made unless the Issuer is
able to make such payment and still be solvent immediately
thereafter. Upon any winding-up of the Issuer, the holder of each of
the TOPICS will, for the purpose of calculating the amounts payable
in respect of each of the TOPICS, rank pari passu with the holders
of the RCIs and with the holders of the most senior class or classes
of preference shares (if any) of the Issuer then in issue and in
priority to all other Issuer shareholders, but will rank junior to the
claims of the Senior Creditors and 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. The TOPICS Holder's claim in the
winding-up shall be limited to the principal amount of the relevant
TOPICS (and no amounts will be payable in respect of any
Coupon).
Deferral of Coupon Payments
If the Issuer, at its sole discretion, determines, on the twentieth
business day prior to the date on which any Coupon Payment
would, in the absence of deferral in accordance with Condition 4, be
due and payable, that it is, or payment of the relevant Coupon
Payment will result in the Issuer being, in non-compliance with
applicable Capital Regulations, the Issuer may elect to defer such
Coupon Payment, subject to the restrictions described below. Such
Deferred Coupon Payment shall be paid in accordance with the
Alternative Coupon Satisfaction Mechanism described below only
on the date upon which the TOPICS are redeemed, but shall not be
paid in any other circumstances. No interest will accrue on a
Deferred Coupon Payment.
5


Restrictions following deferral of
If the Issuer defers a Coupon Payment as described above then the
Coupon Payments
Issuer may not and it shall procure that no member of the Abbey
National Group shall (a) declare or pay a dividend (other than a final
dividend declared by the Issuer or a Subsidiary before such Coupon
Payment is so deferred) on any Junior Share Capital (other than
shares or securities entirely held by the Issuer and/or a wholly-
owned Subsidiary) or (b) redeem, purchase, reduce or otherwise
acquire any Junior Share Capital (other than shares or securities
held by the Issuer or a wholly-owned Subsidiary), in either case
until the Issuer next makes a Coupon Payment.
Alternative Coupon Satisfaction
Investors will always receive payments made in respect of TOPICS
Mechanism
in cash. If the Issuer either (i) defers a Coupon Payment or (ii) does
not redeem the TOPICS on the First Reset Date, then the Issuer
must pay any obligation it may have to make any such Deferred
Coupon Payment (in the case of (i)) or all Coupon Payments falling
due after the First Reset Date (in the case of (ii)) to TOPICS Holders
on the date upon which the TOPICS are redeemed (in the case of (i))
or on the relevant Coupon Payment Date (in the case of (ii)) by
raising subscription proceeds through the issue of Ordinary Shares.
The Issuer will agree to issue and allot, subject to Conditions 6(d),
6(e) and 8(d), Ordinary Shares to purchasers in order to raise
subscription proceeds in an amount sufficient to pay the full amount
of money due on the relevant payment date to TOPICS Holders. The
Calculation Agent will agree to use its reasonable endeavours to
procure such purchasers. Any shortfall as at the relevant payment
date in the amount of subscription proceeds raised from the issue of
such Ordinary Shares will be satisfied either by payment of an
amount equal to such shortfall by the Issuer or, at its election, by the
payment of further subscription proceeds raised through issuing
additional Ordinary Shares as part of the operation of a similar share
issue mechanism to that summarised above.
Insufficiency
The Issuer will be required, as more particularly described in
Conditions 6(d) and 9, to use all reasonable endeavours, subject to
compliance with the requirements of the Companies Act, to obtain
corporate authorisation for the issue of enough of its Ordinary
Shares as it reasonably considers would be required in connection
with the payment of any Deferred Coupon Payment and, if the
Issuer does not redeem the TOPICS on the First Reset Date, the next
two Coupon Payments falling due thereafter using the Alternative
Coupon Satisfaction Mechanism described above.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event exists on
or after the fifteenth business day preceding any date upon which
the Issuer is due to satisfy a payment using the Alternative Coupon
Satisfaction Mechanism, the payment to TOPICS Holders may be
deferred until the Market Disruption Event no longer exists. Any
such deferred payments shall bear interest at the then current rate
applicable to the TOPICS if the Market Disruption Event continues
for 14 days or more.
Suspension
If, following any take-over offer or any reorganisation, restructuring
or scheme of arrangement, the company which, immediately prior
to such event, was the Ultimate Owner ceases to be the Ultimate
Owner, then the right of the Issuer to satisfy a payment using the
Alternative Coupon Satisfaction Mechanism shall be suspended
until the amendments (if any) referred to below are effected. Unless
a Permitted Restructuring Arrangement shall be put in place, such
amendments to the documentation relating to the TOPICS as
6


determined by an independent investment bank to be appropriate in
order to preserve substantially the economic effect, for the TOPICS
Holders, of a holding of the TOPICS prior to such event will be
made by the Issuer and the Trustee. If the investment bank is unable
to determine appropriate amendments, as notified to the Issuer and
the Trustee, the TOPICS will (subject to the prior consent of the
FSA) be redeemed at the Suspension Redemption Price. See "Terms
and Conditions of the TOPICS -- 8. Payments -- (d) Suspension".
Additional amounts
The Issuer will pay additional amounts to TOPICS Holders to gross
up payments upon the imposition in the UK of any requirement to
make a withholding or deduction for or on account of UK tax,
subject to customary exceptions.
Exchange, variation or redemption
The Issuer may, subject to the prior consent of the FSA, redeem all,
for taxation reasons
but not some only, of the TOPICS at their principal amount together
with any Outstanding Payments in the event that it is required to pay
additional amounts in respect of any requirement to make a
withholding or deduction for or on account of United Kingdom
taxation as provided in Condition 11, provided that the Auditors
have reported to the Trustee within the previous six months that the
Solvency Condition has been met. Upon the occurrence of certain
other adverse tax events and/or changes in the treatment of the
TOPICS for taxation purposes, which events and/or changes affect
payments of interest falling due on or prior to 9 February 2018, the
Issuer may, subject to the prior consent of the FSA, exchange the
TOPICS for, or vary the terms of the TOPICS so that they become,
Upper Tier 2 Securities or, if that or any other such adverse tax
event and/or change in tax treatment or any such requirement to pay
additional amounts affects or would affect the Upper Tier 2
Securities and provided that the Auditors of the Issuer have
reported to the Trustee within the previous six months that the
Solvency Condition has been met, redeem all, but not some only, of
the TOPICS at their principal amount together with any Outstanding
Payments.
Exchange, variation or redemption
The TOPICS will qualify as Tier 1 Capital for the purposes of the
for regulatory reasons
FSA's capital adequacy regulations. If at any time the TOPICS cease
to qualify as Tier 1 Capital, the Issuer may, subject to the prior
consent of the FSA, exchange the TOPICS for, or vary the terms of
the TOPICS so that they become, Upper Tier 2 Securities or, if such
exchanged or varied securities do or would not qualify as Upper
Tier 2 Capital or certain other provisions apply and provided the
Auditors have reported to the Trustee within the previous six
months that the Solvency Condition has been met, redeem all, but
not some only, of the TOPICS at their principal amount together
with any Outstanding Payments.
Remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any
TOPICS Holder or Couponholder for recovery of amounts owing in
respect of any Payment or principal in respect of the TOPICS will
be the institution of proceedings for the winding-up in England of
the Issuer and/or proving in such winding-up. However, in the
winding-up of the Issuer, the claim of a TOPICS Holder will be
limited to the principal amount of the relevant TOPICS (and no
amount will be payable in respect of any Coupon).
Form
Bearer. The TOPICS will be represented initially by the Temporary
Global TOPICS which will be deposited outside the United States
with a common depositary for Clearstream Banking, société
anonyme ("Clearstream, Luxembourg") and Euroclear Bank
7


S.A./N.V., as operator of the Euroclear System ("Euroclear") on or
about 9 August 2002. The Temporary Global TOPICS will be
exchangeable for interests in a Permanent Global TOPICS on or
after a date which is expected to be 18 September 2002 upon
certification as to non-U.S. beneficial ownership as required by U.S.
Treasury regulations and as described in the Temporary Global
TOPICS. Save in limited circumstances, TOPICS in definitive
bearer form with coupons and a talon attached on issue will not be
issued in exchange for interests in the Permanent Global TOPICS.
Listing
Luxembourg.
Governing law
English.
Rating
The TOPICS are expected to be assigned a rating of A by Standard
& Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc. and a rating of A1 by Moody's Investors Service,
Inc. A credit rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal
at any time by the relevant rating organisation. See "The Abbey
National Group -- Ratings".
Investment Considerations
Prospective investors should carefully consider the information
under "Investment Considerations" in conjunction with the other
information contained or incorporated by reference in this
document.
8


INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following information in conjunction with the other
information contained or incorporated by reference in this document.
Deferral of Coupon Payment
The Issuer may elect to defer any Coupon Payment on the TOPICS if, in its sole discretion, it determines that, on
the twentieth business day prior to the date on which such Coupon Payment would, in the absence of deferral, be
due and payable, the Deferral Condition is satisfied, as more particularly described in "Terms and Conditions of
the TOPICS ­ 4. Coupon Deferral".
Restrictions following deferral of Coupon Payments
If the Issuer does defer a Coupon Payment, such Deferred Coupon Payment will be satisfied only on the date on
which the TOPICS are redeemed. Any such Deferred Coupon Payment will not bear interest and, the Issuer may
not and will procure that no member of the Abbey National Group will (a) declare or pay a dividend (other than
a final dividend declared by the Issuer or a Subsidiary before such payment is so deferred) on any Junior Share
Capital (other than shares or securities entirely held by the Issuer and/or a wholly-owned Subsidiary) or (b)
redeem, purchase, reduce or otherwise acquire any Junior Share Capital, in either case until the Issuer next makes
a Coupon Payment.
Perpetual securities
The Issuer is under no obligation to redeem the TOPICS at any time (save in the particular circumstances referred
to in "Terms and Conditions of the TOPICS ­ 8. Payments ­ (d) Suspension") and the TOPICS Holders have no
right to call for their redemption.
Redemption and Exchange risk
The TOPICS may, subject to the prior consent of the FSA, be redeemed at their principal amount together with
accrued Outstanding Payments at the option of the Issuer in the event that it is required to pay additional amounts
as provided in "Terms and Conditions of the TOPICS ­ 11. Taxation". In addition, upon the occurrence of certain
specified tax and regulatory events, which in the case of tax events affect payments of interest falling due on or
prior to 9 February 2018, the TOPICS may be exchanged or their terms varied so that they become Upper Tier 2
Securities (bearing interest at a rate of 0.25 per cent. per annum below the Coupon Rate on the TOPICS, subject
to any step up applicable to the coupon rate of such Upper Tier 2 Securities) or, if that or any other such specified
tax or regulatory event or any such requirement to pay additional amounts applies or would apply to the Upper
Tier 2 Securities, the TOPICS may, subject to the consent of the FSA, be redeemed at their outstanding principal
amount together with any Outstanding Payments all as more particularly described in "Terms and Conditions of
the TOPICS ­ 7. Exchange for Upper Tier 2 Securities, Variation or Redemption".
No limitation on issuing senior or pari passu securities
There is no restriction on the amount of securities which the Issuer may issue which ranks senior to or pari passu
with the TOPICS. The issue of any such securities may reduce the amount recoverable by TOPICS Holders on a
winding-up of the Issuer and/or may increase the likelihood of a deferral of Payments under the TOPICS.
Availability of shares
If the Issuer uses the Alternative Coupon Satisfaction Mechanism either to make a Deferred Coupon Payment or,
if the Issuer does not redeem the TOPICS on the First Reset Date, to make any Coupon Payment and a sufficient
number of Ordinary Shares in the Issuer which may be allotted to investors free from pre-emption rights is not
available, then the Issuer's payment obligation shall be suspended (in the case of a Deferred Coupon Payment)
completely and (in the case of a Coupon Payment after the First Reset Date) to the extent of such insufficiency
until such time as a sufficient number of Ordinary Shares is available for the purposes of the suspended payment
obligation, as more particularly described in "Terms and Conditions of the TOPICS ­ 6. Alternative Coupon
Satisfaction Mechanism ­ (d) Insufficiency".
No TOPICS may be redeemed unless all Outstanding Payments are satisfied at the same time. Accordingly, if the
Issuer does not have a sufficient number of Ordinary Shares available in connection with the payment of all
Outstanding Payments on redemption, unless the Issuer is permitted to and so elects to pay an amount equal to
9


the shortfall in the Outstanding Payments, the due date of redemption of any TOPICS shall not be until such time
as all Outstanding Payments are satisfied at the same time.
Market Disruption Event
If, shortly before or during the operation of the Alternative Coupon Satisfaction Mechanism to satisfy a payment,
a Market Disruption Event exists in the opinion of the Issuer, the payment to TOPICS Holders may be deferred
until the cessation of such market disruption, as more particularly described in "Terms and Conditions of the
TOPICS ­ 6. Alternative Coupon Satisfaction Mechanism ­ (e) Market Disruption". Any such deferred payments
shall bear interest at the rate applicable to the TOPICS if the Market Disruption Event continues for 14 days or
more after the due date for payment.
Restricted remedy for non-payment
In accordance with current FSA requirements for subordinated capital, the sole remedy against the Issuer available
to the Trustee or any TOPICS Holder for recovery of amounts owing in respect of the TOPICS and Coupons will
be the institution of proceedings for the winding-up in England of the Issuer and/or proving in such winding-up
and the TOPICS Holders' claim in such winding-up shall be limited to the principal amount of the relevant
TOPICS (and no amounts will be payable in respect of any Coupon).
Absence of prior public markets
The TOPICS constitute a new issue of securities by Abbey National. Prior to this issue, there will have been no
public market for the TOPICS. Although application has been made for the TOPICS to be listed on the
Luxembourg Stock Exchange, there can be no assurance that an active public market for the TOPICS 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 TOPICS can be expected to vary with changes in market and economic
conditions, the financial condition and prospects of the Issuer and the Abbey National Group and other factors that
generally influence the market prices of securities.
10