Bond Procter & Gamble Inc. 5.25% ( XS0158603083 ) in GBP

Issuer Procter & Gamble Inc.
Market price refresh price now   100 %  ▼ 
Country  United States
ISIN code  XS0158603083 ( in GBP )
Interest rate 5.25% per year ( payment 1 time a year)
Maturity 18/01/2033



Prospectus brochure of the bond The Procter & Gamble Co XS0158603083 en GBP 5.25%, maturity 18/01/2033


Minimal amount 1 000 GBP
Total amount 200 000 000 GBP
Next Coupon 19/01/2027 ( In 308 days )
Detailed description The Procter & Gamble Company is a multinational consumer goods corporation headquartered in Cincinnati, Ohio, that manufactures and markets a wide range of products including beauty, grooming, healthcare, and household cleaning items under well-known brands.

The Bond issued by Procter & Gamble Inc. ( United States ) , in GBP, with the ISIN code XS0158603083, pays a coupon of 5.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 18/01/2033







OFFERING CIRCULAR
The Procter & Gamble Company
£200,000,000
5.25% Notes due 2033
Issue price: 98.355%
The 5.25% Notes due 2033 (the ``Notes'') will bear interest from, and including, 4th December 2002 at the rate of 5.25 per
cent. per annum payable annually in arrears on 19th January of each year, commencing 19th January 2004 (subject to any
applicable laws and regulations). The Notes will mature on 19th January 2033 at par. Payments of principal of and interest
on the Notes will be made without deduction of, or withholding for, or on account of certain United States withholding
taxes except to the extent described under ``Description of the Notes -- Redemption'' and ``Payment of Additional
Amounts''.
The Notes may be redeemed, in whole but not in part, at any time at a price, including accrued and unpaid interest, equal
to the greater of 100% of the principal amount of the Notes and that price at which the Gross Redemption Yield (as
defined herein) on the Notes, if they were to be purchased at such price on the third dealing day prior to the
publication of the notice of redemption, would be equal to the Gross Redemption Yield on such dealing day of 4.25 per
cent. Treasury Stock 2032 or, if such stock is no longer in issue, of such other United Kingdom government stock selected
as described herein. See ``Description of the Notes -- Redemption -- Optional Redemption''.
In the event of certain developments involving United States withholding taxes or certification requirements, the Notes
may be redeemed in whole but not in part at any time at 100% of their principal amount, together with accrued and
unpaid interest, to the date fixed for redemption. See ``Description of the Notes -- Redemption''.
The Notes will be general, direct, unsecured and unsubordinated obligations of The Procter & Gamble Company (the
``Company''), ranking equally among themselves and equally with all other present and future unsecured and
unsubordinated indebtedness of the Company.
Application has been made to list the Notes on the Luxembourg Stock Exchange.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
``Securities Act''). The Notes will be issued only in bearer form and are subject to United States tax law requirements.
Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S.
persons. See ``Underwriting''.
The Notes initially will be represented by a temporary global Note in bearer form, without interest coupons, which will be
deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (``Euroclear''), and
for Clearstream Banking, socie´te´ anonyme (``Clearstream'') on a date on or about 4th December 2002 (the ``Closing Date'').
Interests in the temporary global Note will be exchangeable for interests in a permanent global Note, not earlier than
40 days after the Closing Date upon certification of non-U.S. beneficial ownership. Interests in the permanent global
Note will be exchangeable for definitive Notes in bearer form, with interest coupons, upon 45 days' written notice. The
definitive Notes will be in the denominations of £1,000, £10,000 and £100,000. See ``Description of the Notes -- Delivery,
Form and Denomination'' and ``Underwriting''.
Deutsche Bank
JPMorgan
ABN AMRO
BNP PARIBAS
Goldman Sachs International
HSBC
Morgan Stanley
RBC Capital Markets
2nd December 2002


The Company has taken all reasonable care to ensure that the facts and information relating to it and the Notes stated
herein are true and accurate in all material respects and not misleading, that the opinions and intentions of it expressed
herein are honestly held and that to the best of the knowledge and belief of the Company, there are no other facts or
information relating to it and the Notes, the omission of which would make misleading any statement relating to it and
the Notes herein whether of fact or opinion. The Company accepts responsibility accordingly.
No person has been authorised to give any information or to make any representation not contained or incorporated by
reference herein and, if given or made, such information or representation must not be relied upon as having been
authorised by the Company or the Managers. Neither the delivery of this document nor any sale or purchase of any of
the Notes shall, in any circumstances, create any implication that there has been no change in the affairs of the Company
and its consolidated subsidiaries since the date hereof or that the information herein is correct as of any time subsequent to
its date.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Company or by or on behalf
of the Managers or any of them to subscribe for or purchase, any of the Notes. The distribution of this Offering Circular
and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Circular comes are required by the Company and the Managers to inform themselves about and to observe any
such restrictions. This Offering Circular may not be used for or in connection with an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such
offer or solicitation. For a further description of certain restrictions on the offering, sale and delivery of the Notes and on
the distribution of this Offering Circular, see ``Underwriting''.
This Offering Circular is directed only at persons who (i) are outside the United Kingdom or (ii) have professional
experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) (``High Net Worth
Companies, Unincorporated Associations etc'') of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2001 (all such persons together being referred to as ``Relevant Persons''). This communication must not be acted on
or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication
relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. The Offering Circular does
not constitute an offer or invitation by or on behalf of the Company or the Managers to any person to subscribe for or to
purchase any of the Notes.
All references herein to ``British Pounds Sterling'', ``sterling'' or ``£'' are to the currency of the United Kingdom. All
references herein to ``United States dollars,'' ``US$'' or ``$'' are to the currency of the United States of America.
In connection with this issue, Deutsche Bank AG London may over-allot or effect transactions which
stabilize or maintain the market price of the Notes at a level which might not otherwise prevail. Such
stabilizing, if commenced, may be discontinued at any time. Such transactions shall be carried out in
accordance with all applicable laws and regulations.
2


TABLE OF CONTENTS
Page
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Selected Financial Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Directors and Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Annual Report on Form 10-K for the year ended 30th June 2002 . . . . . . . . . . . . . . .
Appendix I
Excerpts from the Annual Report to Shareholders for the fiscal year ended
30th June 2002 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix II
Excerpts from the Company's Definitive Proxy Statement dated 23rd August 2002 . . . . . . Appendix III
Quarterly Report on Form 10-Q for the quarter ended 30th September 2002 . . . . . . . . . Appendix IV
Current Report on Form 8-K dated 26th November 2002. . . . . . . . . . . . . . . . . . . Appendix V
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are attached to, incorporated by reference in, and made a part of, this Offering
Circular: (1) the Company's 2002 Annual Report on Form 10-K for the fiscal year ended 30th June 2002;
(2) excerpts from the Company's Annual Report to Shareholders for the fiscal year ended 30th June 2002;
(3) excerpts from the Company's Definitive Proxy Statement dated 23rd August 2002; (4) the Company's
Quarterly Report on Form 10-Q for the quarter ended 30th September 2002; and (5) the Company's
Current Report on Form 8-K dated 26th November 2002 (related to reclassification of segment reporting). In
addition, the Company's Current Reports on Form 8-K dated 5th August 2002, 27th September 2002,
24th October 2002, 29th October 2002 and 26th November 2002, which are not attached, are hereby
incorporated by reference in, and made a part of, this Offering Circular. Copies of the documents
incorporated by reference will be available free of charge at the office of the listing agent in Luxembourg
listed at the end of this Offering Circular.
Any statement contained in a document all or a portion of which is incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Offering Circular to the extent that a statement
contained or incorporated by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this Offering Circular.
3


DESCRIPTION OF THE NOTES
The Notes will be issued under the Fiscal Agency Agreement and holders of the Notes (the ``Noteholders'')
and the coupons attached to definitive Notes (the ``Couponholders'') will have the benefit thereof. Certain
statements under this heading are brief summaries of certain provisions of the Fiscal Agency Agreement and
the terms and conditions of the Notes, copies of which will be available for inspection after 4th December
2002 at the offices of the Fiscal Agent (as defined below) and each of the paying agents for the Notes (the
``paying agents'') listed at the end of this Offering Circular. Such statements do not purport to be complete
and are qualified in their entirety by reference to the Fiscal Agency Agreement and the Notes. The
Noteholders and the Couponholders will be deemed to have notice of and be bound by all the provisions
contained in the Fiscal Agency Agreement.
The £200,000,000 5.25 per cent. Notes due 19th January 2033 (the ``Notes'', which expression shall include
any additional Notes issued under agreements supplemental to the Fiscal Agency Agreement (as described
under ``Further Issues'' below)) will be issued under a Fiscal Agency Agreement (the ``Fiscal Agency
Agreement'') to be dated as of 4th December 2002 between the Company and Bank One, NA, acting
through its London Branch as fiscal agent and principal paying agent (the ``Fiscal Agent'') and certain paying
agents. The Notes initially will be limited to £200,000,000 aggregate principal amount (subject to the issue of
any additional Notes issued under agreements supplemental to the Fiscal Agency Agreement), and will bear
interest from, and including, 4th December 2002 at the rate of 5.25 per cent. per annum payable annually in
arrears on 19th January (an ``Interest Payment Date''). The first payment of interest will be made on
19th January 2004 in respect of the 411-day period from (and including) 4th December 2002 to (but
excluding) 19th January 2004. If any Interest Payment Date would otherwise be a day which is not a
Business Day (as defined below), the Interest Payment Date shall be postponed to the next day which is a
Business Day and no additional interest shall be payable on account of such delayed payment. ``Business
Day'' means any day, other than a Saturday or Sunday, on which banks in New York City and the relevant
place of payment are open for business. In the event that interest is required to be calculated for a period of
more than or less than one year, it will be calculated on the following basis:
(i)
if the Accrual Period (defined below) is equal to or shorter than the Determination Period (defined
below) in which it falls, it will be calculated based on a day count fraction the numerator of which
is the number of days in the Accrual Period and the denominator of which is the number of days
in such Determination Period;
(ii)
if the Accrual Period is longer than one Determination Period, the day count fraction will be
calculated based on the sum of (A) the number of days in such Accrual Period falling in the
Determination Period in which it begins divided by the number of days in that Determination
Period; and (B) the number of days in such Accrual Period falling in the next Determination
Period divided by the number of days in such Determination Period.
For the purposes of the calculation of interest, ``Accrual Period'' means the relevant period for which interest
is to be calculated (from (and including) the first such date to (but excluding) the last) and ``Determination
Period'' means the period from (and including) 19th January in any year to (but excluding) the next
19th January.
The Notes will be general, direct, unsecured and unsubordinated obligations of the Company, ranking equally
among themselves and equally with all other present and future unsecured and unsubordinated indebtedness
of the Company. Neither the Fiscal Agency Agreement nor the Notes will limit other indebtedness or
securities which may be incurred or issued by the Company or its subsidiaries and will contain no financial
or similar restrictions on the Company or its subsidiaries except as described below under ``Certain Covenants
of the Company''.
Delivery, Form and Denomination
The Notes initially will be represented by a single temporary global Note in bearer form, without interest
coupons (the ``Temporary Global Note''), which will be deposited with and held by Bank One, NA, acting
through its London Branch as common depositary for Euroclear Bank S.A./N.V. as the operator of the
Euroclear and for Clearstream, and the Notes will be credited to the respective accounts of the Managers (or
to such other accounts as they may have directed) on or about 4th December 2002. Not earlier than the date
which is 40 days (subject to extension as described under ``Further Issues'') after the later of (i) the
commencement of the offering of the Notes and (ii) the closing date of the Notes (the ``Exchange Date''),
beneficial interests in the Temporary Global Note will be exchangeable (only outside the United States and
its possessions) for an equal aggregate principal amount of beneficial interests in a single permanent global
4


Note in bearer form, without coupons (the ``Permanent Global Note'' and together with the Temporary
Global Note, the ``Global Notes''), upon and to the extent of certification that the beneficial owners of such
interests are not United States persons (as defined under ``Payment of Additional Amounts''), subject to
certain exceptions (including, without limitation, with respect to any United States person that is, or is
holding through, a foreign branch of a United States financial institution which has agreed to comply with
certain restrictions). A beneficial owner of Notes represented by interests in the Temporary Global Note
must provide such certification and must exchange such interests for beneficial interests in the Permanent
Global Note before any payments with respect to such Notes can be collected. In addition, beneficial
interests in the Permanent Global Note will be exchangeable in whole after the Exchange Date (only outside
the United States and its possessions), upon 45 days' written notice (which may be given at any time after the
Closing Date) to the Fiscal Agent by Euroclear or Clearstream, as the case may be, acting at the request or on
behalf of any owner or owners of beneficial interests in the Permanent Global Note, for an equal aggregate
principal amount of definitive Notes in bearer form, with coupons attached (``Definitive Notes''). Exchanges
of beneficial interests in the Permanent Global Note for Definitive Notes will be made at no expense to
Noteholders. Interests in the Temporary Global Note and the Permanent Global Note will be transferable in
accordance with the rules and procedures for the time being of Euroclear and Clearstream.
Definitive Notes will be issued in denominations of £1,000, £10,000 and £100,000 with interest coupons (the
``coupons'') attached.
Each Note and coupon will carry the following legend: ``Any United States person who holds this obligation
will be subject to limitations under the United States income tax laws, including the limitations provided in
sections 165(j) and 1287(a) of the United States Internal Revenue Code''. Under the sections referred to in
such legend, United States persons (as defined under ``Payment of Additional Amounts''), with certain
exceptions, will not be entitled to deduct any loss on the Notes, and will not be entitled to capital gains
treatment which might otherwise be applicable to any gain on any sale, exchange, redemption, retirement or
other disposition of the Notes, for United States Federal income tax purposes.
Subject as set out below, title to the Notes and coupons will pass by delivery. The Company and any paying
agent may deem and treat the bearer of any Note or coupon as the absolute owner thereof (whether or not
overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or
theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set
out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear and/or
Clearstream, each person who is for the time being shown in the records of Euroclear or Clearstream as the
holder of a particular principal amount of such Notes (in which regard any certificate or other document
issued by Euroclear or Clearstream as to the principal amount of Notes standing to the account of any
person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by
the Company and the Fiscal Agent as the holder of such principal amount of such Notes for all purposes
other than with respect to the payment of principal and of interest (including any Additional Amounts, as
defined below) on the Notes, for which purpose the bearer of the relevant Global Note shall be treated by
the Company and the Fiscal Agent as the holder of such Notes in accordance with and subject to the terms
and conditions of the relevant Global Note (and the expressions ``Noteholder'' and ``holder of Notes'' and
related expressions shall be construed accordingly).
Any reference herein to Euroclear and/or Clearstream shall, whenever the context so permits, be deemed to
include a reference to any additional or alternative clearing system approved by the Company and the
Fiscal Agent.
Payments and Paying Agents
Principal of and interest (including any Additional Amounts, as defined below) on the Definitive Notes, if
any, will be payable against presentation and surrender of such Notes, in the case of principal, or the
coupons appertaining thereto as they severally mature, in the case of interest, at the designated offices of
such paying agents outside the United States and its possessions as the Company may appoint from time to
time pursuant to the Fiscal Agency Agreement. Except as set forth below under ``Redenomination'', payments
with respect to the Definitive Notes and the coupons will be made only in British Pounds Sterling, at the
direction of the Noteholder or Couponholder, and subject to applicable laws and regulations, by a British
Pounds Sterling check drawn on, or by transfer to a British Pounds Sterling account maintained by such
Noteholder or Couponholder with, a bank outside the United States and its possessions. No payment with
respect to any such Definitive Note or coupon will be made at the office of the Company or the Fiscal
Agent or at the offices of any other paying agent appointed by the Company in the United States or its
5


possessions nor will any payment be made by transfer to an account, or by mail to an address, in the United
States or its possessions.
The beneficial owner of an interest in the Temporary Global Note will not be entitled to collect any payments
in respect thereof until such interest has been exchanged for an interest in the Permanent Global Note.
Amounts payable with respect to any unexchanged portion of the Temporary Global Note will be paid by
the Company to the Fiscal Agent and held by the Fiscal Agent for delivery when such interest in the
Temporary Global Note is exchanged for an interest in the Permanent Global Note.
Payments of principal and interest (including any Additional Amounts as defined below) in respect of Notes
represented by the Permanent Global Note will (except as provided below) be made in the manner specified
above in relation to Definitive Notes and otherwise in the manner specified in the Permanent Global Note
against presentation or surrender, as the case may be, of the Permanent Global Note at the specified office
of the Fiscal Agent. A record of each payment made against presentation or surrender of the Permanent
Global Note, distinguishing between any payment of principal and any payment of interest, will be made on
the Permanent Global Note by the Fiscal Agent, and such record shall be prima facie evidence that the
payment in question has been made.
The holder of the Permanent Global Note shall be the only person entitled to receive payments in respect of
Notes represented by the Permanent Global Note and the Company will be discharged by payment to, or to
the order of, the holder of the Permanent Global Note in respect of each amount so paid. Each of the persons
shown in the records of Euroclear or Clearstream as the holder of a particular principal amount of Notes
represented by the Permanent Global Note must look solely to Euroclear or Clearstream, as the case may be,
for his share of each payment so made by the Company to, or to the order of, the holder of the Permanent
Global Note. No person other than the holder of the Permanent Global Note shall have any claim against the
Company in respect of any payments due on the Permanent Global Note.
The Company has initially appointed the paying agents (which term, as used herein, shall where the context
permits include the Fiscal Agent acting in the capacity of paying agent) listed at the end of this Offering
Circular. The Company agrees that, so long as any of the Notes are outstanding, it will maintain a paying
agent outside the United States and its possessions, and so long as the Notes are listed on the Luxembourg
Stock Exchange and the rules of the Luxembourg Stock Exchange shall so require, it will maintain a paying
agent in Luxembourg, for payments with respect to Definitive Notes and the coupons appertaining thereto
and where the Definitive Notes may be presented or surrendered for exchange and where notices and
demands to or upon the Company in respect of the Notes, the coupons and the Fiscal Agency Agreement
may be served. The Company shall have the right at any time and from time to time to vary or terminate
any appointment as paying agent or other agent and to appoint any other paying agents or other agencies in
such other places outside the United States and its possessions as it may deem appropriate. In the event of any
appointment, termination, resignation or change of the Fiscal Agent or any of the paying agents, the Fiscal
Agent will notify the Noteholders of such change in the manner described under ``Notices'' below.
The Company will also maintain at all times an office or agency solely for the purpose of receiving notices
and demands (other than demands for payment) from the holders of the Notes and the coupons but not for
the purpose of making payments in respect of the Notes or the coupons. The Company has initially
appointed the office of the Fiscal Agent for the purpose of receiving notices and demands from the holders
of the Notes and coupons.
In addition, the Company undertakes that, if any European Union Directive on the taxation of savings
implementing the conclusions of the ECOFIN Council meeting of 26th-27th November 2000 is issued, or
any law implementing or complying with, or introduced in order to conform to, any such Directive is
enacted, to the extent permitted by law it will maintain a paying agent in a Member State of the European
Union (if any) that will not require withholding or deduction of tax pursuant to any such Directive or law.
Any monies paid by the Company to the paying agents for the payment of the principal of or interest
(including any Additional Amounts as defined below, if any) on any Notes and remaining unclaimed at the
end of two years after such principal or interest (including Additional Amounts, if any) shall have become due
and payable (whether at maturity or otherwise) shall then be repaid to the Company upon its written request,
and upon such repayment all liability of the Fiscal Agent with respect thereto shall thereupon cease, without,
however, limiting in any way any obligation the Company may have to pay the principal of and interest
(including Additional Amounts, if any) on any Note or coupon as the same shall become due.
6


Redemption
The Notes may be redeemed, in whole but not in part, prior to maturity as set out below. Unless previously
redeemed or repurchased and cancelled, the Notes will be payable at par including Additional Amounts, if
any, on 19th January 2033 or such earlier date on which the same shall be due and payable in accordance
with the terms and conditions of the Notes; provided that if the maturity date of the Notes is not a
Business Day, the Notes will be payable on the next succeeding Business Day (and no interest shall accrue
for the period from 19th January 2033 to such payment date).
Optional Redemption
The Notes may be redeemed, in whole but not in part, at any time at the option of the Company, on giving
not less than 30 nor more than 60 days' notice in accordance with ``Notices'' below, at a price equal to the
greater of the following, together with interest accrued and unpaid up to, but excluding, the date of
redemption:
(a)
100 per cent. of the principal amount of the Notes; and
(b)
that price (the ``Redemption Price''), expressed as a percentage (rounded to three decimal places,
0.0005 being rounded down), at which the Gross Redemption Yield (as defined below) on the
Notes, if they were to be purchased at such price on the third dealing day prior to the date of
the publication of the notice of redemption, would be equal to the Gross Redemption Yield on
such dealing day of 4.25 per cent. Treasury Stock 2032 or, if such stock is no longer in issue, of
such other United Kingdom government stock as the Company, with the advice of three leading
brokers operating in the gilt-edged market and/or gilt-edged market makers selected by the
Company, shall determine to be appropriate (the ``Reference Stock'') on the basis of the middle
market price of the Reference Stock prevailing at 11:00 a.m. on such dealing day as determined
by Deutsche Bank AG London.
Upon the expiry of such notice, the Company shall be bound to redeem the Notes at the price set forth above
(including interest accrued and unpaid up to, but excluding, the date of redemption).
References in the Fiscal Agency Agreement and in this Offering Circular to principal shall, unless the context
otherwise requires, be deemed to include a reference to the Redemption Price.
The ``Gross Redemption Yield'' on the Notes and on the Reference Stock will be expressed as a percentage
and will be calculated on the basis indicated by the Joint Index and Classification Committee of the
Institute and Faculty of Actuaries as reported in the Journal of the Institute of Actuaries, Vol. 105, Part I,
1978, page 18 or its successor publication.
Redemption for Tax Reasons
The Notes also may be redeemed at the option of the Company, in whole but not in part, at a redemption
price equal to 100 per cent. of the principal amount of the Notes to be redeemed, together with interest
accrued and unpaid to the date fixed for redemption, at any time, on giving not less than 30 nor more than
60 days' notice in accordance with ``Notices'' below (which notice shall be irrevocable), if (a) the Company
has or will become obligated to pay Additional Amounts as a result of any change in or amendment to the
laws, regulations or rulings of the United States or any political subdivision or any taxing authority thereof or
therein affecting taxation, or any change in or amendment to an official application, interpretation,
administration or enforcement of such laws, regulations or rulings (including a holding by a court of
competent jurisdiction in the United States), which change or amendment becomes effective on or after the
date hereof or (b) any action shall have been taken by any taxing authority, or any action has been brought in
a court of competent jurisdiction, in the United States or any political subdivision or taxing authority thereof
or therein, including any of those actions specified in (a) above (whether or not such action was taken or
brought with respect to the Company) or any change, clarification, amendment, application or interpretation
of such laws, regulations or rulings shall be officially proposed, in any case on or after the date hereof, which
results in a substantial likelihood that the Company will be required to pay Additional Amounts on the next
Interest Payment Date; provided, however, that no such notice of redemption shall be given earlier than 90 days
prior to the earliest date on which the Company would be, in the case of a redemption for the reasons
specified in (a) above, or there would be a substantial likelihood that the Company would be, in the case of
a redemption for the reasons specified in (b) above, obligated to pay such Additional Amounts if a payment in
respect of the Notes were then due. Prior to the publication of any notice of redemption pursuant to this
paragraph, the Company shall deliver to the Fiscal Agent (i) a certificate signed by a duly authorised officer
of the Company stating that the Company is entitled to effect such redemption and setting forth a statement
7


of facts showing that the conditions precedent of the right of the Company so to redeem have occurred and
(ii) in the case of a redemption for the reasons specified in (a) or (b) above, a written opinion of independent
legal counsel of recognised standing to the effect that the Company has or will become obligated to pay such
Additional Amounts as a result of such change or amendment or that there is a substantial likelihood that the
Company will be required to pay such Additional Amounts as a result of such action or proposed change,
clarification, amendment, application or interpretation, as the case may be. Such notice, once delivered by
the Company to the Fiscal Agent, will be irrevocable.
Special Tax Redemption
In addition, if the Company determines, based upon a written opinion of independent legal counsel of
recognised standing, that any payment made outside the United States by the Company or any paying agent
(acting as agent for the Company and not as agent for the beneficial owner of a Note or coupon) of the full
amount of principal or interest due with respect to any Note or coupon would, under any present or future
laws or regulations of the United States, be subject to any certification, identification, documentation,
information or other reporting requirement of any kind, the effect of which is the disclosure to the
Company, any paying agent or any governmental authority of the nationality, residence or identity (as
distinguished from, for example, status as a United States Alien as defined under ``Payment of Additional
Amounts'') of a beneficial owner of such Note or coupon who is a United States Alien (other than such a
requirement which (a) would not be applicable to payment made by the Company or any one of its paying
agents (i) directly to the beneficial owner or (ii) to any custodian, nominee or other agent of the beneficial
owner, (b) can be satisfied by the holder who is not the beneficial owner thereof or the custodian, nominee
or other agent certifying that the beneficial owner is a United States Alien, (c) would be applicable only to a
payment by a custodian, nominee or other agent of the beneficial owner to the beneficial owner, or (d) would
be applicable to a payment to any custodian, nominee, or other agent of the beneficial owner who is a United
States person or a U.S. Controlled Person (as defined below under ``Taxation -- United States Taxation'');
provided that in each case referred to in clauses (a)(ii) and (b), payment by such custodian, nominee or other
agent of such beneficial owner is not otherwise subject to any such requirement other than any such
requirement which is imposed on a custodian, nominee, or other agent described in clause (d)) the
Company at its election will either (x) redeem all of the Notes, upon not less than 30 nor more than
60 days' prior notice as described under ``Notices'' below, at a redemption price equal to 100 per cent. of
their principal amount, together with accrued and unpaid interest to the redemption date, or (y) if and so
long as the certification, identification, documentation, information or other reporting requirements referred
to in this paragraph would be fully satisfied with respect to the Notes by payment of a United States
withholding, backup withholding or similar tax, pay such Additional Amounts as are necessary in order that,
following the effective date of such requirements, every net payment made outside the United States by the
Company or any paying agent of the principal of and interest on a Note or a coupon appertaining thereto to a
beneficial owner who is a United States Alien (but without any requirement that the nationality, residence or
identity (as distinguished from, for example, status as a United States Alien) of the beneficial owner be
disclosed to the Company, any paying agent or any United States governmental authority), after deduction
or withholding for or on account of such United States withholding, backup withholding or similar tax
(other than a withholding, backup withholding or similar tax which would not be applicable in the
circumstances referred to in the second parenthetical clause of the first sentence of this paragraph) but before
deduction or withholding on account of any tax, duty, assessment or other governmental charge described in
(a) through (j) of the first paragraph under ``Payment of Additional Amounts'', will not be less than the
amount provided in the Note or the coupon to be then due and payable. The Company will make such
determination and election and notify the Fiscal Agent as soon as practicable, and the Fiscal Agent will
promptly give notice of such determination in the manner provided under ``Notices'' below (the
``Determination Notice'') stating the effective date of such certification, identification, documentation,
information or other reporting requirement, whether the Company will redeem the Notes or will pay the
Additional Amounts specified in this paragraph and (if applicable) the last date by which the redemption of
the Notes must take place. If the Company elects to redeem the Notes, such redemption shall take place on
such date, not later than one year after publication of the Determination Notice, as the Company elects by
notice in writing to the Fiscal Agent at least 60 days before such date, unless shorter notice is acceptable to the
Fiscal Agent. Notwithstanding the foregoing, the Company will not so redeem the Notes if the Company,
based upon a written opinion of independent legal counsel of recognised standing, subsequently determines,
not less that 30 days prior to the redemption date, that subsequent payments would not be subject to any such
requirement, in which case the Company will notify the Fiscal Agent in writing, and the Fiscal Agent will
promptly give notice to the holders of the Notes of that determination and any earlier redemption notice
will thereupon be revoked and of no further effect. If the Company elects as provided in clause (y) above to
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pay Additional Amounts, (A) the Company may, as long as the Company is obligated to pay such Additional
Amounts, redeem all of the Notes, at any time, upon not less than 30 nor more than 60 days' prior notice as
described under ``Notices'' below, at a redemption price equal to 100 per cent. of their principal amount,
together with accrued and unpaid interest to the redemption date but without deduction for applicable
United States withholding taxes with respect to which the Company is obligated to pay Additional Amounts
and (B) if the condition specified in clause (y) above is no longer satisfied, the Company shall redeem all of
the Notes in accordance with the provisions of this paragraph.
Purchases of Notes by the Company
The Company may, directly or through one or more of its subsidiaries, at any time purchase Notes in the
open market or otherwise at any price. Notes so acquired may be delivered to the Fiscal Agent for
cancellation or otherwise.
Payment of Additional Amounts
All payments of principal and interest in respect of the Notes or coupons will be made free and clear of, and
without deduction or withholding for or on account of any present or future taxes, duties, assessments or
other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by the
United States or any political subdivision or taxing authority thereof or therein, unless such withholding or
deduction is required by law (see ``Taxation ­ United States Taxation'' below). In the event such
withholding or deduction is required by law, subject to the limitations set forth below, the Company will
pay as additional interest on the Notes or coupons to the holder or beneficial owner of any Note or coupon
who is a United States Alien such additional amounts (``Additional Amounts'') as may be necessary in order
that every net payment by the Company or any paying agent of principal of or interest on the Notes or
coupons (including upon redemption), after deduction or withholding for or on account of any present or
future tax, duty, assessment or other governmental charge imposed upon or as a result of such payment by
the United States or any political subdivision or taxing authority thereof or therein, will not be less than the
amount provided for in such Note or coupon to be then due and payable before any such tax, duty,
assessment or other governmental charge; provided, however, that the foregoing obligation to pay Additional
Amounts shall not apply to:
(a)
any tax, duty, assessment or other governmental charge which would not have been so imposed
but for (i) the existence of any present or former connection between such holder or beneficial
owner (or between a fiduciary, settlor, beneficiary, member, shareholder or other equity owner of,
or a person having a power over, such holder or beneficial owner, if such holder or beneficial
owner is an estate, a trust, a limited liability company, a partnership, a corporation or other
entity) and the United States, including, without limitation, such holder or beneficial owner (or
such fiduciary, settlor, beneficiary, member, shareholder or other equity owner or person having
such a power) being or having been a citizen or resident or treated as a resident thereof or being
or having been engaged in a trade or business therein or being or having been present therein or
having or having had a permanent establishment therein, (ii) the failure of such holder or
beneficial owner to comply with any requirement under United States income tax laws and
regulations to establish entitlement to a partial or complete exemption from such tax, duty,
assessment or other governmental charge (other than any such exemption which is conditioned
upon the disclosure to the Company, any paying agent or any governmental authority of the
nationality, residence or identity of the beneficial owner of the Note or coupon), or (iii) such
holder or beneficial owner being or having been with respect to the United States a personal
holding company, a foreign personal holding company, a controlled foreign corporation, a
passive foreign investment company, a foreign private foundation, a foreign tax exempt
organisation or a corporation which accumulates earnings to avoid United States federal income
tax;
(b)
any tax, duty, assessment or other governmental charge imposed by reason of the holder or
beneficial owner (i) owning or having owned, directly or indirectly, actually or constructively,
10 per cent. or more of the total combined voting power of all classes of stock of the Company,
(ii) being a bank receiving interest described in section 881(c)(3)(A) of the United States Internal
Revenue Code of 1986, as amended (the ``Code'') or (iii) being a controlled foreign corporation
with respect to the United States that is related to the Company by stock ownership;
(c)
any tax, duty, assessment or other governmental charge which would not have been so imposed
but for the presentation by the holder or beneficial owner of such Note or coupon for payment
9


on a date more than 10 days after the date on which such payment became due and payable or the
date on which payment thereof is duly provided for and notice is given to holders, whichever
occurs later, except to the extent that the holder or beneficial owner would have been entitled to
such Additional Amounts on presenting such Note or coupon on any date during such 10-day
period;
(d)
any estate, inheritance, gift, sales, transfer, personal property, wealth, interest equalization or any
similar tax, assessment or governmental charge;
(e)
any tax, duty, assessment or other governmental charge which is payable otherwise than by
withholding from payment of principal of or interest on such Note or coupon;
(f)
any tax, duty, assessment or other governmental charge which is payable by a holder that is not the
beneficial owner of the Note or the coupon, or a portion of either, or that is a fiduciary,
partnership, limited liability company or other similar entity, but only to the extent that a
beneficial owner, a beneficiary or settlor with respect to such fiduciary or member of such
partnership, limited liability company or similar entity would not have been entitled to the
payment of an Additional Amount had such beneficial owner, settlor, beneficiary or member
received directly its beneficial or distributive share of the payment;
(g)
any tax, duty, assessment or other governmental charge required to be withheld by any paying
agent from any payment of principal of or interest on any Note or coupon, if such payment can
be made without such withholding by any other paying agent;
(h)
any tax, duty, assessment or other governmental charge required to be withheld or deducted where
such withholding or deduction is imposed on a payment to an individual pursuant to any
European Union Directive on the taxation of savings implementing the conclusions of the
ECOFIN Council meeting of 26th­27th November 2000 or any law implementing or complying
with, or introduced in order to conform to, such Directive;
(i)
any tax, duty, assessment or other governmental charge that would not have been imposed in
respect of any Note or coupon if such Note or coupon had been presented to another paying
agent in a Member State of the European Union; or
(j)
any combination of items (a), (b), (c), (d), (e), (f), (g), (h) and (i).
For purposes of the foregoing, the holding of or the receipt of any payment with respect to a Note or a
coupon shall not constitute a connection between the holder or beneficial owner (or between a fiduciary,
settlor, beneficiary, member or shareholder or other equity owner of, or a person having a power over, such
holder or beneficial owner if such holder or beneficial owner is an estate, a trust, a limited liability company, a
partnership, a corporation or other entity) and the United States.
Any reference herein, in the Fiscal Agency Agreement or in the Notes to principal or interest shall be deemed
to refer to Additional Amounts which may be payable under the provisions of this section.
The Company shall pay all stamp and other duties, if any, which may be imposed by the United States or any
political subdivision thereof or taxing authority therein with respect to the execution and delivery of the Fiscal
Agency Agreement or issuance of the Notes.
Except as specifically provided in the Notes, the Company shall not be required to make any payment with
respect to any tax, duty, assessment or other governmental charge imposed by any government or any political
subdivision or taxing authority thereof or therein.
``United States Alien'', as used in this Offering Circular, means a person that is not a ``United States person''.
``United States person'' means any citizen or resident of the United States, a corporation, partnership or other
entity organised in or under the laws of the United States or any political subdivision thereof (other than any
partnership treated as foreign under Regulations that may be promulgated), an estate that is subject to United
States federal income taxation without regard to the source of its income, or a trust that is subject to the
primary supervision of a court within the United States and the control of a United States person or that
has a valid election in effect under applicable Regulations to be treated as a ``United States person''.
Redenomination
The Company may, without the consent of the Noteholders or Couponholders, on giving not less than 30
nor more than 60 days' notice in accordance with ``Notices'' below, to Euroclear, Clearstream and the
paying agents, designate a date (the ``Redenomination Date''), being an Interest Payment Date falling on or
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