Bond Danske Banken A/S 5.375% ( XS0176929684 ) in GBP

Danske Banken A/S

100 % ▼

Denmark

XS0176929684 ( in GBP )

5.375% per year ( payment 1 time a year)

29/09/2021 - Bond has expired

Prospectus brochure of the bond DANSKE BANK A/S XS0176929684 in GBP 5.375%, expired

1 000 GBP

350 000 000 GBP

Danske Bank A/S is a major Nordic financial services group offering a wide range of banking services including personal and corporate banking, asset management, and investment banking across several countries.

Danske Bank A/S GBP 5.375% bond (XS0176929684), issued in Denmark with a total issuance size of GBP 350,000,000 and a minimum trading size of GBP 1,000, matured on September 29, 2021, at 100% of face value.

INFORMATION MEMORANDUM
U.S.$ 6,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
Application has been made to the Luxembourg Stock Exchange for debt instruments (the "Instruments")
issued under the programme (the "Programme") described in this Information Memorandum (as defined on page
2 of this document) to be listed on the Luxembourg Stock Exchange during the period of 12 months after the date
hereof.
Arranger for the Programme
MORGAN STANLEY
Dealers
BARCLAYS CAPITAL
CITIGROUP
CREDIT SUISSE FIRST BOSTON
DANSKE BANK
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
JPMORGAN
MERRILL LYNCH INTERNATIONAL
MORGAN STANLEY
UBS WARBURG
3 June 2003
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This document replaces the previous Information Memorandum dated 15 May 2002 in its entirety.
Danske Bank A/S (the "Issuer") accepts responsibility for the information contained in the Information
Memorandum. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure
that such is the case), the information contained in the Information Memorandum is in accordance with the facts
and does not omit anything likely to affect the import of such information. References herein to the "Information
Memorandum" are to this document.
The Information Memorandum should be read and construed with any amendment or supplement thereto
and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of
Instruments, should be read and construed together with the relevant Pricing Supplement(s) (as defined herein).
The Issuer has confirmed to the dealers (the "Dealers") named under "Subscription and Sale" that the
Information Memorandum is true, accurate and complete in all material respects and is not misleading; that the
opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are
no other facts in relation to the information contained or incorporated by reference in the Information Memorandum
the omission of which would, in the context of the Programme or the issue of the Instruments, make any statement
therein or opinions or intentions expressed therein misleading in any material respect; and that all reasonable
enquiries have been made to verify the foregoing.
No person has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with the Information Memorandum or any other document entered into in relation
to the Programme or any information supplied by the Issuer or such other information as is in the public domain
and, if given or made, such information or representation should not be relied upon as having been authorised by
the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any
responsibility, as to the accuracy or completeness of the information contained in the Information Memorandum.
Neither the delivery of the Information Memorandum or any Pricing Supplement nor the offering, sale or delivery
of any Instrument shall, in any circumstances, create any implication that the information contained in the
Information Memorandum is true subsequent to the date thereof or the date upon which the Information
Memorandum has been most recently amended or supplemented or that there has been no adverse change in the
financial situation of the Issuer since the date thereof, or, as the case may be, the date upon which the Information
Memorandum has been most recently amended or supplemented or the balance sheet date of the most recent
financial statements which are deemed to be incorporated into the Information Memorandum by reference or that
any other information supplied in connection with the Programme is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of the Information Memorandum and any Pricing Supplement and the offering, sale and
delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the
Information Memorandum or any Pricing Supplement comes are required by the Issuer and the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Instruments and on the distribution of the Information Memorandum or any Pricing Supplement and
other offering material relating to the Instruments, see "Subscription and Sale". In particular, Instruments have
not been and will not be registered under the United States Securities Act of 1933 (as amended) and may include
Instruments in bearer form which are subject to U.S. tax law requirements. Subject to certain exceptions, Instruments
may not be offered, sold or delivered within the United States or to U.S. persons. Neither the Information
Memorandum nor any Pricing Supplement may be used for the purpose of 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 an offer or solicitation.
The Issuer has not authorised any offer of Instruments having a maturity of one year or more to the public in
the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 (the "Regulations").
Instruments may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which
do not result in an offer to the public in the United Kingdom within the meaning of the Regulations or otherwise
in compliance with all applicable provisions of the Regulations.
Neither the Information Memorandum nor any Pricing Supplement constitutes an offer or an invitation to
subscribe for or purchase any Instruments and should not be considered as a recommendation by the Issuer, the
Dealers or any of them that any recipient of the Information Memorandum or any Pricing Supplement should
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subscribe for or purchase any Instruments. Each recipient of the Information Memorandum or any Pricing
Supplement shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise)
of the Issuer.
All references in the Information Memorandum to "Danish Kroner", "kroner", "DKr" or "DKK" are to the
currency of the Kingdom of Denmark, to "euro" are to the currency introduced at the third stage of European
economic and monetary union pursuant to the Treaty on European Union of those members of the European
Union which are participating in the European economic and monetary union (the "Euro Zone"), to "Japanese
Yen" or "Yen" are to the currency of Japan, to "CHF" or "Swiss Francs" are to the currency of Switzerland, and all
references to "U.S.$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, the Information
Memorandum:
(1) the most recently published audited annual financial statements and any interim financial statements
(whether audited or unaudited) published subsequently to such annual financial statements, of the Issuer
from time to time; and
(2) all amendments and supplements to the Information Memorandum prepared by the Issuer from time to
time,
save that any statement contained in the Information Memorandum or in any of the documents incorporated by
reference in, and forming part of, the Information Memorandum shall be deemed to be modified or superseded for
the purpose of the Information Memorandum to the extent that a statement contained in any document subsequently
incorporated by reference modifies or supersedes such statement.
The Issuer has undertaken, in connection with the listing of the Instruments, that if, while Instruments of the
Issuer are outstanding and listed on the Luxembourg Stock Exchange, there shall occur any change in the Terms
and Conditions of the Programme or there shall occur any adverse change in the business or financial position of
the Issuer that is material in the context of issuance under the Programme which is not reflected in the Information
Memorandum (or any of the documents incorporated by reference in the Information Memorandum) the Issuer
will prepare or procure the preparation of an amendment or supplement to the Information Memorandum or, as
the case may be, publish a new Information Memorandum for use in connection with any subsequent offering by
the Issuer of Instruments to be listed on the Luxembourg Stock Exchange.
The Issuer will, at the specified offices of the Paying Agents, provide, free of charge, upon the oral or written
request therefor, a copy of the Information Memorandum (or any document incorporated by reference in the
Information Memorandum). Written or oral requests for such documents should be directed to the specified office
of any Paying Agent or the specified office of the Listing Agent in Luxembourg.
TABLE OF CONTENTS
Page
Summary of the Programme .............................................................................................................................
4
Terms and Conditions of the Instruments ........................................................................................................
7
Use of Proceeds .................................................................................................................................................
31
Pro Forma Pricing Supplement .........................................................................................................................
32
Description of the Danske Bank Group ............................................................................................................
38
Capitalisation .....................................................................................................................................................
46
Financial Information ........................................................................................................................................
47
Subscription and Sale ........................................................................................................................................
92
General Information ..........................................................................................................................................
95
Registered Office of the Issuer .........................................................................................................................
97
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IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED HEREIN) OF INSTRUMENTS
UNDER THE PROGRAMME, THE DEALER (IF ANY) WHO IS SPECIFIED IN THE RELEVANT PRICING
SUPPLEMENT AS THE STABILISING INSTITUTION (OR ANY PERSON ACTING FOR THE STABILISING
INSTITUTION) MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE INSTRUMENTS OF THE SERIES OF WHICH SUCH TRANCHE FORMS PART
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE MAY BE
NO OBLIGATION ON THE STABILISING INSTITUTION (OR ANY AGENT OF THE STABILISING
INSTITUTION) TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD. SUCH STABILISING SHALL
BE CONDUCTED IN COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.
SUMMARY OF THE PROGRAMME
The following is a brief summary only and should be read in conjunction with the rest of this document
and, in relation to any Instruments, in conjunction with the relevant Pricing Supplement and, to the extent
applicable, the Terms and Conditions of the Instruments set out herein.
Issuer:
Danske Bank A/S.
Arranger:
Morgan Stanley & Co. International Limited.
Dealers:
Barclays Bank PLC, Citigroup Global Markets Limited, Credit Suisse First
Boston (Europe) Limited, Danske Bank A/S, Deutsche Bank AG London,
Goldman Sachs International, J.P. Morgan Securities Ltd., Merrill Lynch
International, Morgan Stanley & Co. International Limited, UBS Limited, and
any other dealer appointed from time to time by the Issuer either generally in
respect of the Programme or in relation to a particular Tranche (as defined
below) of Instruments.
Fiscal Agent:
Citibank, N.A. acting through its London branch.
Luxembourg Listing
Dexia Banque Internationale à Luxembourg, Société Anonyme.
Agent:
Initial Programme
U.S.$6,000,000,000 (and, for this purpose, any Instruments denominated in
Amount:
another currency shall be translated into U.S.$ at the date of the agreement to
issue such Instruments using the spot rate of exchange for the purchase of such
currency against payment of U.S. Dollars being quoted by the Fiscal Agent on
the date on which the Relevant Agreement (as def ined in the Dealership
Agreement which is defined under "Subscription and Sale") in respect of the
relevant Tranche (as defined below) was made or such other rate as the Issuer
and the Relevant Dealer (as defined in the Dealership Agreement) may agree) in
aggregate principal amount of Instruments outstanding at any one time. The
maximum aggregate principal amount of Instruments which may be outstanding
under the Programme may be increased from time to time, subject to compliance
with the relevant provisions of the Dealership Agreement.
Issuance in Series:
Instruments will be issued in series (each, a "Series"). Each Series may comprise
one or more tranches ("Tranches" and each, a "Tranche") issued on different
issue dates. The Instruments of each Series will all be subject to identical terms,
except that (i) the issue date and the amount of the first payment of interest may
be different in respect of different Tranches and (ii) a Series may comprise
Instruments in bearer form and Instruments in registered form and Instruments
in more than one denomination. The Instruments of each Tranche will all be
subject to identical terms in all respects save that a Tranche may comprise
Instruments in bearer form and Instruments in registered form and Instruments
in more than one denomination.
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Form of Instruments:
Instruments may be issued in bearer form or in registered form. In respect of
each Tranche of Instruments issued in bearer form, the Issuer will deliver a
temporary global Instrument or (if so specified in the relevant Pricing Supplement
in respect of Instruments to which U.S. Treasury Regulation §1.163-5(c)(2)(i)(C)
(the "TEFRA C Rules") applies (as so specified in such Pricing Supplement))
a permanent global instrument. Such global Instrument will be deposited on or
before the relevant issue date therefor with a depositary or a common depositary
for Euroclear Bank N.V./S.A., as operator of the Euroclear System ("Euroclear")
and/or Clearstream Banking, société anonyme, Luxembourg ("Clearstream,
Luxembourg") and/or any other relevant clearing system. Each temporary global
Instrument will be exchangeable for a permanent global Instrument or, if so
specified in the relevant Pricing Supplement, for Instruments in definitive bearer
form and/or (in the case of a Series comprising both bearer and registered
Instruments and if so specified in the relevant pricing Supplement) registered
form in accordance with its terms. Each permanent global Instrument will be
exchangeable for Instruments in definitive bearer form and/or (in the case of a
Series comprising both bearer and registered Instruments and if so specified in
the relevant Pricing Supplement) registered form in accordance with its terms.
Instruments in definitive bearer form will, if interest-bearing, either have interest
coupons ("Coupons") attached and, if appropriate, a talon ("Talon") for further
Coupons or have a grid for recording the payment of interest endorsed thereon
and will, if the principal thereof is repayable by instalments, have a grid for
recording the payment of principal endorsed thereon or, if so specified in the
relevant Pricing Supplement, have payment receipts ("Receipts") attached. In
respect of each Tranche of Instruments issued in registered form, the Issuer will
deliver to each holder of such Instruments a registered Instrument which will be
recorded in the register which the Issuer shall procure to be kept by the Registrar.
A Registered Instrument may be registered in the name of a nominee for one or
more clearing system and such Instrument is referred to herein as a "Global
Registered Instrument". Instruments in registered form will not be represented
upon issue by a temporary global Instrument and may not be exchanged for
Instruments in bearer form.
Currencies:
Instruments may be denominated in any currency or currencies, subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements. Payments in respect of Instruments may, subject to compliance as
aforesaid, be made in and/or linked to, any currency or currencies other than the
currency in which such Instruments are denominated.
Issues of Instruments with a maturity of more than one year denominated in
Swiss Francs or carrying a Swiss Franc-related element (other than Instruments
privately placed with a single investor with no publicity) will be effected in
compliance with the relevant regulations of the Swiss National Bank based on
article 7 of the Federal Law on Banks and Savings Banks of 8 November 1934
(as amended) and article 15 of the Federal Law on Stock Exchanges and Securities
Trading of 24 March 1995 in connection with article 2, paragraph 2 of the
Ordinance of the Federal Banking Commission on Stock Exchanges and Securities
Trading of 2 December 1996. Under these regulations, the Relevant Dealer or, in
the case of a syndicated issue, the lead manager (the "Swiss Dealer"), must be a
bank domiciled in Switzerland (which includes branches or subsidiaries of a
foreign bank located in Switzerland) or a securities dealer duly licensed by the
Swiss Federal Banking Commission pursuant to the Federal Law on Stock
Exchanges and Securities Trading of 24 March 1995. The Swiss Dealer must
report certain details of the relevant transaction to the Swiss National Bank no
later than the date of issue of the relevant Instruments.
Instruments denominated in Yen or in respect of which amounts are payable in
Yen will only be issued in compliance with applicable Japanese laws, regulations,
guidelines and policies. The Issuer or its designated agent shall submit such
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reports or information as may be required from time to time by applicable laws,
regulations and guidelines promulgated by Japanese authorities in the case of
the issue and purchase of such Instruments.
Status:
Instruments may be issued on a subordinated or unsubordinated basis, as specified
in the relevant Pricing Supplement.
Issue Price:
Instruments may be issued at any price and either on a fully or partly paid basis,
as specified in the relevant Pricing Supplement.
Maturities:
Any maturity of not less than one month or with no fixed maturity date, subject,
in relation to specific currencies, to compliance with all applicable legal and/or
regulatory and/or central bank requirements.
Redemption:
Instruments may be redeemable at par or at such other Redemption Amount
(detailed in a formula or otherwise) as may be specified in the relevant Pricing
Supplement.
Early Redemption:
Early redemption will be permitted for taxation reasons as mentioned in "Terms
and Conditions of the Instruments - Early Redemption for Taxation Reasons",
but will otherwise be permitted only to the extent specified in the relevant Pricing
Supplement.
Interest:
Instruments may be interest-bearing or non-interest bearing. Interest (if any)
may accrue at a fixed or floating rate and may vary during the lifetime of the
relevant Series. Floating rate instruments will bear interest by reference to LIBOR,
LIBID, LIMEAN, or EURIBOR (or such other benchmark as may be specified
in the relevant Pricing Supplement as adjusted by any applicable margin).
Denominations:
Instruments will be issued in such denominations as may be specified in the
relevant Pricing Supplement, subject to compliance with all applicable legal and/
or regulatory and/or central bank requirements.
Taxation:
Payments in respect of Instruments will be made without withholding or deduction
for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature imposed or levied by or on behalf of
the Kingdom of Denmark or any political subdivision thereof or any authority or
agency therein or thereof having power to tax, unless the withholding or deduction
of such taxes, duties, assessments or governmental charges is required by law. In
that event, the Issuer will (subject to customary exceptions) pay such additional
amounts as will result in the holders of Instruments or Coupons receiving such
amounts as they would have received in respect of such Instruments or Coupons
had no such withholding or deduction been required.
Governing Law:
Unless otherwise specified in the relevant Pricing Supplement, the Instruments
and all related contractual documentation will be governed by, and construed in
accordance with, English law except for Conditions 3B, 5.03, 5.04, 5.05, 5.06, 6
and 8B (to the extent that they relate to Subordinated Instruments) which shall
be governed by, and construed in accordance with, Danish law.
Listing:
Each Series may be listed on the Luxembourg Stock Exchange and/or any other
stock exchange as may be agreed between the Issuer and the Relevant Dealer
and specified in the relevant Pricing Supplement or may be unlisted.
Terms and Conditions:
A Pricing Supplement will be prepared in respect of each Tranche of Instruments
a copy of which will, in the case of Instruments to be listed on the Luxembourg
Stock Exchange be delivered to the Luxembourg Stock Exchange on or before
the date of issue of such Instruments. The terms and conditions applicable to
each Tranche will be those set out herein under "Terms and Conditions of the
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Instruments", as supplemented, modified or replaced by the relevant Pricing
Supplement.
Enforcement of
In the case of Instruments in global form, individual investors' rights will be
Instruments
governed by a Deed of Covenant dated 3 June 2003, a copy of which will be
in Global Form:
available for inspection at the specified office of the Fiscal Agent.
Clearing Systems:
Euroclear, Clearstream, Luxembourg and/or, in relation to any Instruments, any
other clearing system as may be specified in the relevant Pricing Supplement.
The Programme has
Moody's
been rated as follows:
Investors
Fitch
Service
Standard
Ratings
Ltd.
& Poor's
Limited
senior unsubordinated long-term debt
Aa2
AA-
AA-
senior unsubordinated short-term debt
P-1
A-1+
F1+
subordinated debt
Aa3
A
A+
Tranches of Instruments issued under the Programme may be rated or unrated.
Where a Tranche of Instruments is rated, such rating will not necessarily be the
same as the ratings assigned to the Programme. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Selling Restrictions:
For a description of certain restrictions on offers, sales and deliveries of
Instruments and on the distribution of offering material in the United States of
America, the United Kingdom, Japan, the Federal Republic of Germany,
Switzerland, the Kingdom of Denmark and the Netherlands, see under
"Subscription and Sale".
TERMS AND CONDITIONS OF THE INSTRUMENTS
The following are the Terms and Conditions of the Instruments which as supplemented, modified or replaced
in relation to any Instruments by the relevant Pricing Supplement, will be applicable to each Series of Instruments:
The Instruments are issued pursuant to and in accordance with an amended and restated issue and paying
agency agreement (as amended, supplemented or replaced, the "Issue and Paying Agency Agreement") dated
3 June 2003 and made between Danske Bank A/S (the "Issuer"), Citibank, N.A. acting through its London branch
in its capacities as fiscal agent (the "Fiscal Agent", which expression shall include any successor to Citibank,
N.A. acting through its London branch in its capacity as such) and as principal registrar (the "Principal Registrar"
which expression shall include any successor to Citibank, N.A. acting through its London branch in its capacity as
such), Dexia Banque Internationale à Luxembourg, Société Anonyme in its capacity as alternative registrar (the
"Alternative Registrar" which expression shall include any successor to Dexia Banque Internationale à
Luxembourg, Société Anonyme in its capacity as such) and the paying agents named therein (the "Paying Agents",
which expression shall include the Fiscal Agent and any substitute or additional paying agents appointed in
accordance with the Issue and Paying Agency Agreement). The Instruments have the benefit of a deed of covenant
(as amended, supplemented or replaced, the "Deed of Covenant") dated 3 June 2003 executed by the Issuer in
relation to the Instruments. Copies of the Issue and Paying Agency Agreement and the Deed of Covenant are
available for inspection during normal business hours at the specified office of each of the Paying Agents, the
Principal Registrar and the Alternative Registrar. All persons from time to time entitled to the benefit of obligations
under any Instruments shall be deemed to have notice of, and shall be bound by, all of the provisions of the Issue
and Paying Agency Agreement and the Deed of Covenant insofar as they relate to the relevant Instruments.
The Instruments are issued in series (each, a "Series"), and each Series may comprise one or more tranches
("Tranches" and each, a "Tranche") of Instruments. Each Tranche will be the subject of a pricing supplement
(each, a "Pricing Supplement"), a copy of which will be available during normal business hours at the specified
office of the Fiscal Agent and/or, as the case may be, the Registrar (as defined in Condition 2.02). In the case of a
Tranche of Instruments in relation to which application has not been made for listing on any stock exchange,
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copies of the Pricing Supplement will only be available for inspection by a Holder (as defined in Condition 2.02)
of or, as the case may be, a Relevant Account Holder (as defined in the Deed of Covenant) in respect of, such
Instruments.
References in these Terms and Conditions to Instruments are to Instruments of the relevant Series and any
references to Coupons (as defined in Condition 1.06) and Receipts (as defined in Condition 1.07) are to Coupons
and Receipts relating to Instruments of the relevant Series.
References in these Terms and Conditions to the Pricing Supplement are to the Pricing Supplement or
Pricing Supplement(s) prepared in relation to the Instruments of the relevant Tranche(s) or Series.
References to "Notes" or "Bonds" in these Terms and Conditions, in any Pricing Supplement or in any other
document prepared in relation to the relevant Tranche or Series shall be deemed to be references to Instruments as
defined herein.
In respect of any Instruments, references herein to these Terms and Conditions are to these terms and conditions
as supplemented or modified or (to the extent thereof) replaced by the Pricing Supplement.
1.
Form and Denomination
1.01 Instruments are issued in bearer form ("Bearer Instruments") or in registered form ("Registered
Instruments"), as specified in the Pricing Supplement and are serially numbered. Registered Instruments will
not be exchangeable for Bearer Instruments.
Bearer Instruments
1.02 The Pricing Supplement shall specify whether U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D) (the "TEFRA
D Rules") or U.S. Treasury Regulation § l.163-5(c)(2)(i)(C) (the "TEFRA C Rules") shall apply. Unless the
Pricing Supplement specifies that TEFRA C rules are applicable in respect of Instruments, each Tranche of Bearer
Instruments is represented upon issue by a temporary global Instrument (a "Temporary Global Instrument").
Where the Pricing Supplement applicable to a Tranche of Bearer Instruments specifies that the TEFRA C
Rules apply, such Tranche is (unless otherwise specified in the Pricing Supplement) represented upon issue by a
Permanent Global Instrument.
Interests in the Temporary Global Instrument may be exchanged for:
(i)
interests in a permanent global Instrument (a "Permanent Global Instrument"); or
(ii) if so specif ied in the Pricing Supplement, definitive instruments in bearer form ("Definitive
Instruments") and/or (in the case of a Series comprising both Bearer Instruments and Registered
Instruments and if so specified in the Pricing Supplement) Registered Instruments.
Exchanges of interests in a Temporary Global Instrument for Definitive Instruments or, as the case may be,
a Permanent Global Instrument will be made only on or after the Exchange Date (as specified in the Pricing
Supplement) and (unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the Instruments)
provided certification as to the non-U.S. beneficial ownership thereof as required by U.S. Treasury regulations (in
substantially the form set out in the Temporary Global Instrument or in such other form as is customarily issued in
such circumstances by the relevant clearing system) has been received. An exchange for Registered Instruments
will be made at any time or from such date as may be specified in the Pricing Supplement, in each case, without
any requirement for certification.
1.03 The bearer of any Temporary Global Instrument shall not (unless, upon due presentation of such Temporary
Global Instrument for exchange (in whole but not in part only) for a Permanent Global Instrument or for delivery
of Definitive Instruments and/or Registered Instruments, such exchange or delivery is improperly withheld or
refused and such withholding or refusal is continuing at the relevant payment date) be entitled to receive any
payment in respect of the Instruments represented by such Temporary Global Instrument which falls due on or
after the Exchange Date or be entitled to exercise any option on a date after the exchange date (as defined in
Condition 2.06).
1.04 Unless the Pricing Supplement specifies that the TEFRA C Rules are applicable to the Instruments and
subject to Condition 1.03 above, if any date on which a payment of interest is due on the Instruments of a Tranche
occurs whilst any of the Instruments of that Tranche are represented by a Temporary Global Instrument, the
related interest payment will be made on the Temporary Global Instrument only to the extent that certification as
to the non-U.S. beneficial ownership thereof as required by U.S. Treasury regulations (in substantially the form set
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out in the Temporary Global Instrument or in such other form as is customarily issued in such circumstances by
the relevant clearing system) has been received by Euroclear or Clearstream, Luxembourg, or any other relevant
clearing system. Payments of amounts due in respect of a Permanent Global Instrument or (subject to Condition
1.03 above) a Temporary Global Instrument (if the Pricing Supplement specifies that the TEFRA C Rules are
applicable to the Instruments) will be made through Euroclear or Clearstream, Luxembourg or any other relevant
clearing system without any requirement for certification.
1.05 Interests in a Permanent Global Instrument will be exchanged by the Issuer in whole but not in part only at
the option of the Holder of such Permanent Global Instrument, for Definitive Instruments and/or (in the case of a
Series comprising both Bearer and Registered Instruments and if so specified in the Pricing Supplement) Registered
Instruments (a) if an Event of Default (as defined in Condition 8A.01) or, in the case of Subordinated Instruments
(as defined in Condition 3B.01), an Enforcement Event (as defined in Condition 8B), occurs in respect of any
Instrument of the relevant Series; or (b) if either Euroclear or Clearstream, Luxembourg or any other relevant
clearing system is closed for business for a continuous period of fourteen days (other than by reason of public
holidays) or announces an intention to cease business permanently or in fact does so; or (c) if so specified in the
Pricing Supplement, at the option of the Holder of such Permanent Global Instrument upon such Holder's request,
in all cases at the cost and expense of the Issuer. In order to exercise the option contained in paragraph (c) of the
preceding sentence, the Holder must, not less than forty-five days before the date upon which the delivery of such
Definitive Instruments and/or Registered Instruments is required, deposit the relevant Permanent Global Instrument
with the Fiscal Agent at its specified office with the form of exchange notice endorsed thereon duly completed. If
the Issuer does not make the required delivery of Definitive Instruments and/or Registered Instruments by 6.00
p.m. (London time) on the day on which the relevant notice period expires or, as the case may be, the thirtieth day
after the day on which such Permanent Global Instrument becomes due to be exchanged and in the case of (a)
above, such Instrument is not duly redeemed (or the funds required for such redemption are not available to the
Fiscal Agent for the purposes of effecting such redemption and remain available for such purpose) by 6.00 p.m.
(London time) on the thirtieth day after the day at which such Instrument became immediately redeemable such
Permanent Global Instrument will become void in accordance with its terms but without prejudice to the rights
conferred by the Deed of Covenant.
1.06 Interest-bearing Definitive Instruments have endorsed thereon a grid for recording the payment of interest
or, if so specified in the Pricing Supplement, have attached thereto at the time of their initial delivery coupons
("Coupons"), presentation of which will be a prerequisite to the payment of interest save in certain circumstances
specified herein. Interest-bearing Definitive Instruments, if so specified in the Pricing Supplement, have attached
thereto at the time of their initial delivery, a talon ("Talon") for further coupons and the expression "Coupons"
shall, where the context so requires, include Talons.
1.07 Instruments, the principal amount of which is repayable by instalments ("Instalment Instruments") which
are Definitive Instruments, have endorsed thereon a grid for recording the repayment of principal or, if so specified
in the Pricing Supplement, have attached thereto at the time of their initial delivery, payment receipts ("Receipts")
in respect of the instalments of principal.
Registered Instruments
1.08 In respect of each Tranche of Instruments issued in registered form, the Issuer will deliver to each Holder of
such Instruments a Registered Instrument which will be recorded in the register which the Issuer shall procure to
be kept by the Registrar. Registered Instruments will be in substantially the forms (subject to amendment and
completion) scheduled to the Issue and Paying Agency Agreement. Instruments issued in registered form will not
be represented upon issue by a Temporary Global Instrument and Registered Instruments will not be exchangeable
for Bearer Instruments.
Registered Instruments held in Euroclear and/or Clearstream, Luxembourg (or any other clearing system)
will be represented by a Global Registered Instrument which will be registered in the name of a nominee for, and
deposited with, a common depositary for Euroclear and Clearstream, Luxembourg (or such other relevant clearing
system).
The Global Registered Instrument will become exchangeable in whole, but not in part, for individual Registered
Instruments (a) if an Event of Default (as defined in Condition 8A.01) or, in the case of Subordinated Instruments
(as defined in Condition 3B.01), an Enforcement Event (as defined in Condition 8B), occurs in respect of any
Instrument of the relevant Series; or (b) if Euroclear or Clearstream, Luxembourg or any other relevant clearing
system is closed for business for a continuous period of fourteen days (other than by reason of public holidays) or
announces an intention to cease business permanently or in fact does so; or (c) if so specified in the Pricing
Supplement, at the option of the registered Holder upon such Holder's request, in all cases at the cost and expense
of the Issuer.
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Whenever the Global Registered Instrument is to be exchanged for Registered Instruments, such Registered
Instruments will be issued in an aggregate principal amount equal to the principal amount of the Global Registered
Instrument within five business days of the delivery, by or on behalf of the registered Holder of the Global
Registered Instrument, Euroclear and/or Clearstream, Luxembourg, to the Registrar of such information as is
required to complete and deliver such Registered Instruments (including, without limitation, the names and addresses
of the persons in whose names the Registered Instruments are to be registered and the principal amount of each
such person's holding) against the surrender of the Global Registered Instrument at the specified office of the
Registrar. Such exchange will be effected in accordance with the provisions of the Issue and Paying Agency
Agreement and the regulations concerning the transfer and registration of Instruments scheduled thereto and, in
particular, shall be effected without charge to any Holder, but against such indemnity as the Registrar may require
in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such
exchange.
If (a) Registered Instruments have not been issued and delivered by 6.00 p.m. (London time) on the thirtieth
day after the date on which the same are due to be issued and delivered in accordance with the terms of the Global
Registered Instrument or (b) any of the Instruments evidenced by the Global Registered Instrument has become
due and payable in accordance with the Terms and Conditions or the date for final redemption of the Instruments
has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest
thereon has not been made to the Holder of the Global Registered Instrument on the due date for payment in
accordance with the terms of the Global Registered Instrument, then the Global Registered Instrument (including
the obligation to deliver Registered Instruments) will become void at 6.00 p.m. (London time) on such thirtieth
day (in the case of (a) above) or at 6.00 p.m. (London time) on such date (in the case of (b) above) and the Holder
will have no further rights thereunder (but without prejudice to the rights which the Holder or others may have
under the Deed of Covenant). Under the Deed of Covenant, persons shown in the records of Euroclear and/or
Clearstream, Luxembourg (or any other relevant clearing system) as being entitled to interests in the Instruments
will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately
before the Global Registered Instrument became void, they had been the registered Holders of Instruments in an
aggregate principal amount equal to the principal amount of Instruments they were shown as holding in the
records of Euroclear, Clearstream, Luxembourg or any other relevant clearing system (as the case may be).
Denomination
Denomination of Bearer Instruments
1.09 Bearer Instruments are in the denomination or denominations (each of which denomination is integrally
divisible by each smaller denomination) specified in the Pricing Supplement. Bearer Instruments of one
denomination may not be exchanged for Bearer Instruments of any other denomination.
Denomination of Registered Instruments
1.10 Registered Instruments are in the minimum denomination specified in the Pricing Supplement or integral
multiples thereof.
Currency of Instruments
1.11 The Instruments are denominated in such currency as may be specified in the Pricing Supplement. Any
currency may be so specified, subject to compliance with all applicable legal and/or regulatory and/or central
bank requirements.
Partly Paid Instruments
1.12 Instruments may be issued on a partly paid basis ("Partly Paid Instruments") if so specified in the Pricing
Supplement. The subscription moneys therefor shall be paid in such number of instalments ("Partly Paid
Instalments") in such amounts, on such dates and in such manner as may be specified in the Pricing Supplement.
The first such instalment shall be due and payable on the date of issue of the Instruments. For the purposes of these
Terms and Conditions, in respect of any Partly Paid Instrument, ("Paid Up Amount") means the aggregate amount
of all Partly Paid Instalments in respect thereof as shall have fallen due and been paid up in full in accordance with
the Terms and Conditions.
Not less than fourteen days nor more than thirty days prior to the due date for payment of any Partly Paid
Instalment (other than the first such instalment) the Issuer shall publish a notice in accordance with Condition 15
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