Bond Rothschild & Co Continuity Finance PLC 0.67% ( XS0197703118 ) in EUR

Issuer Rothschild & Co Continuity Finance PLC
Market price refresh price now   100 %  ▲ 
Country  United Kingdom
ISIN code  XS0197703118 ( in EUR )
Interest rate 0.67% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond Rothschild & Co Continuation Finance PLC XS0197703118 en EUR 0.67%, maturity Perpetual


Minimal amount 1 000 EUR
Total amount 150 000 000 EUR
Next Coupon 05/05/2026 ( In 87 days )
Detailed description Rothschild & Co Continuation Finance PLC is a holding company within the Rothschild & Co group, primarily focused on providing financing and investment banking services to a range of clients, including governments, corporations, and high-net-worth individuals.

The Bond issued by Rothschild & Co Continuity Finance PLC ( United Kingdom ) , in EUR, with the ISIN code XS0197703118, pays a coupon of 0.67% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual







O F F E R I N G C I R C U L A R
ROTHSCHILD
Ro t h s ch ild s Co n t in u a t io n Fin a n ce P L C
(incorporated with lim ited liability in England and Wales wider the Com panies Act 1985 with registered num ber 4064727)
125,000,000 E U R - T E C 1 0 - C N O Inde xe d Flo a t in g Ra t e
Pe rp e t u a l Su b o rd in a t e d Gu a ra n t e e d No t e s
g u a ra n t e e d b y
N. M . Ro t h s ch ild & So n s Lim it e d
(incorporated with lim ited liability in England and Wales under the Com panies Act 1985 with registered num ber 925279)
Is s u e p r ice : 1 0 0 p e r ce n t .
Th e 1 2 5 , 0 0 0 , 0 0 0 E U R - T E C 1 0 - C N O I n d e xe d Flo a t in g Ra t e Pe r p e t u a l Su b o r d in a t e d Gu a r a n t e e d
No t e s (th e No t e s ) a re is s u e d b y Ro t h s c h ild s Co n t in u a t io n Fin a n c e P L C ( t h e Is s u e r) a n d a re g u a r a n t e e d
b y N. M . Ro t h s c h ild & So n s Lim it e d ( t h e Gu a r a n t o r ) .
I n a w in d in g u p in t h e cir cu m s t a n ce s se t o u t in t h e final p a r a g r a p h s o f Co n d it io n 2 (a ) a n d ( b ) , t h e
r ig h t s o f t h e No t e h o ld e r s w ill r a n k a s if, o n t h e d a y p r io r t o t h e co m m e n ce m e n t o f t h e w in d in g u p o f
t h e I s s u e r or, a s t h e ca s e m a y be , t h e Gu a r a n t o r , No t e h o ld e r s we re t h e h o ld e r s o f a n o t io n a l cla s s o f
p re fe re n ce s h a re s o f t h e I s s u e r or, a s t h e ca s e m a y be , t h e Gu a r a n t o r . Se e "Conditions of the Notes ­
Status and Subordination of the Notes and the Guarantee; and Interest".
In t e re s t w ill be p a ya b le in a r r e a r o n 5 t h Fe b r u a r y, 5 t h Ma y , 5 t h Au g u s t a n d 5 t h No v e m b e r o f e a c h ye a r
( e a ch a n In te re s t Pa ym e n t Da t e ) . In t e re s t w ill a ccr u e f r o m a n d in c lu d in g 5 t h Au g u s t , 2 0 0 4 a t t h e
In t e re s t Ra t e (a s d e fin e d h e re in ) fo r s u ch In t e re s t P e r io d a s fu r t h e r d e s cr ib e d , a n d e xce p t a s m e n t io n e d ,
u n d e r "Conditions of the Notes ­ Interest".
Su b je ct t o t h e p r io r co n s e n t o f t h e Fin a n c ia l Se rvice s Au t h o r it y (s o lo n g a s t h e re q u ire m e n t t o o b t a in
s u c h co n s e n t s u b s is t s ) , t h e I s s u e r m a y re d e e m t h e No t e s a t p a r o n a n y In t e re s t Pa ym e n t Da t e fa llin g in
o r a ft e r Au g u s t 2 0 1 4 a n d o n a n y In t e re s t Pa ym e n t Da t e in t h e e ve n t o f c e r t a in t a x ch a n g e s .
Ap p lic a t io n h a s b e e n m a d e t o t h e Fin a n c ia l Se rvice s Au t h o r it y in it s c a p a c it y a s co m p e t e n t a u t h o r it y
u n d e r t h e Fin a n c ia l Se rvice s a n d Ma r k e t s Ac t 2 0 0 0 ( t h e U K Lis t in g Au t h o r it y) fo r t h e No t e s t o b e
a d m it t e d t o t h e Offic ia l Lis t o f t h e U K Lis t in g Au t h o r it y a n d t o t h e Lo n d o n St o c k Exc h a n g e p lc ( t h e
Lo n d o n S t o c k Exch a n g e ) fo r t h e No t e s t o b e a d m it t e d t o t r a d in g o n th e Lo n d o n St o c k Exch a n g e ' s
m a r ke t fo r lis t e d s e cu rit ie s . Ad m is s io n t o t h e O ffic ia l Lis t t o g e t h e r w it h a d m is s io n t o t h e Lo n d o n St o c k
Exc h a n g e ' s m a r ke t fo r lis t e d s e cu rit ie s co n s t it u t e o ffic ia l lis t in g o n t h e Lo n d o n St o c k Exch a n g e .
Th e No t e s w ill in it ia lly b e re p re s e n t e d b y a t e m p o r a r y g lo b a l n o t e ( t h e Te m p o r a r y Glo b a l No t e ) , w it h o u t
in t e re s t c o u p o n s , w h ic h w ill b e d e p o s it e d o n o r a b o u t 5 t h Au g u s t , 2 0 0 4 (th e Clo s in g Da t e ) w it h a
c o m m o n d e p o s it a r y fo r Eu r o c le a r Ba n k S. A. / N. V. , a s o p e r a t o r o f t h e Eu r o c le a r Sys t e m ( Eu ro cle a r) a n d
Cle a r s t r e a m Ba n k in g , s o cié t é a n o n ym e ( Cle a r s t r e a m , Lu xe m b o u r g ) . In t e re s t s in th e Te m p o r a r y Glo b a l
No t e w ill b e e xch a n g e a b le fo r in t e re s t s in a p e r m a n e n t g lo b a l n o t e (th e Pe rm a n e n t Glo b a l No t e a n d ,
t o g e t h e r w it h t h e Te m p o r a r y Glo b a l No t e , t h e Glo b a l No t e s ) , w it h o u t in t e re s t co u p o n s , o n o r a ft e r 15th
Se p t e m b e r, 2 0 0 4 (th e Exc h a n g e Da t e ) , u p o n c e r t ific a t io n a s t o n o n - U. S. b e n e ficia l o wn e rs h ip . In te re sts
in t h e Pe r m a n e n t Glo b a l No t e w ill be e xch a n g e a b le fo r d e fin it ive No t e s o n ly in ce r t a in lim it e d
cir cu m s t a n ce s ­ see "Sum m ary of Provisions relating to the Notes while represented by the Global Notes".
H S B C
R a b o b a n k I n t e r n a t i o n a l
Th e d a t e o f t h is Offe r in g Cir c u la r is 3 r d Au g u s t , 2 0 0 4


This document comprises listing particulars approved by the UK Listing Authority as required by the
Financial Services and Markets Act 2000 (the FSMA) prepared for the purpose of giving information
with regard to the Issuer, N. M. Rothschild & Sons Limited (the Guarantor), the Guarantor and its
subsidiaries (the Group) and the Notes. A copy of this document has been delivered for registration to
the Registrar of Companies in England and Wales in accordance with section 83 of the FSMA.
The Issuer and the Guarantor accept responsibility for the information contained in this Offering
Circular. To the best of the knowledge and belief of the Issuer and the Guarantor (each having taken
all reasonable care to ensure that such is the case) the information contained in this Offering Circular
is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Any reference in this document to listing particulars means this document excluding all information
incorporated by reference. The Issuer and the Guarantor have confirmed that any information
incorporated by reference, including any such information to which readers of this document are
expressly referred, has not been and does not need to be included in these listing particulars to satisfy
the requirements of the Financial Services and Markets Act 2000 or the Listing Rules. The Issuer and
the Guarantor believe that none of the information incorporated therein by reference conflicts in any
material respect with the information included in these listing particulars.
No person has been authorised to give any information or to make any representation other than those
contained in this document in connection with the offering of the Notes and, if given or made, such
information or representations must not be relied upon as having been authorised by the Issuer, the
Guarantor or the Managers (as defined under "Subscription and Sale" below). Neither the delivery of
this document nor any sale made hereunder shall, under any circumstances, constitute a representation
or create any implication that there has been no change in the affairs of the Issuer, the Guarantor or
the Group since the date hereof. This document does not constitute an offer of, or an invitation by, or
on behalf of, the Issuer, the Guarantor or the Managers to subscribe for, or purchase, any of the Notes.
This document does not constitute an offer, and may not be used for the purpose of an offer to, or a
solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation
is not authorised or is unlawful.
The Managers and J.R Morgan Corporate Trustee Services Limited (the Trustee) have not separately
verified the information contained herein. Accordingly, no representation, warranty or undertaking,
express or implied, is made and no responsibility or liability is accepted by the Managers, the Trustee
or any of them as to the accuracy or completeness of the information contained in this Offering
Circular or any other information provided by the Issuer or the Guarantor in connection with the
Notes or their distribution.
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, the Guarantor or the Managers that any
recipient of this Offering Circular should purchase any of the Notes. Each investor contemplating
purchasing Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer and/or the Guarantor.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended, (the Securities Act) and are subject to U.S. 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.
For a further description of certain restrictions on the offering and sale of the Notes and on
distribution of this document, see "Subscription and Sale" below.
IN CONNECTION WITH THE ISSUE OF THE NOTES, HSBC BANK PLC OR ANY PERSON
ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD. HOWEVER THERE MAY
BE NO OBLIGATION ON HSBC BANK PLC OR ANY AGENT OF ITS TO DO THIS. SUCH
STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE
BROUGHT TO AN END AFTER A LIMITED PERIOD.
2


All references in this document to euro and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European
Community (signed in Rome on 25th March, 1957), as amended and to Sterling and £ refer to the
currency of the United Kingdom.
CONTENTS
Page
Terms and Conditions of the Notes 4
Use of Proceeds 16
Summary of Provisions Relating to the Notes While They are Represented in Global Form 17
Description of the Issuer 18
Description of the Guarantor 20
Taxation 29
Subscription and Sale 31
General Information 33
3


TERMS AND CONDITIONS OF THE NOTES
The following is the text of the Terms and Conditions of the Notes which, subject to completion and
amendment, will appear on each Note in definitive form:
The issue of the 125,000,000 EUR-TEC10-CNO Indexed Floating Rate Perpetual Subordinated
Guaranteed Notes (the Notes, which expression shall in these Terms and Conditions, unless the context
otherwise requires, include any further notes issued pursuant to Condition 13 and forming a single
series therewith) by Rothschilds Continuation Finance PLC (the Issuer) was authorised by a resolution
of the Board of Directors of the Issuer passed on 2nd August, 2004. The giving of the guarantee in
respect of the Notes (the Guarantee) by N. M. Rothschild & Sons Limited (the Guarantor) was
authorised by a resolution of the Board of Directors of the Guarantor passed on 22nd July, 2004 and
a resolution of a duly constituted Committee thereof passed on 2nd August, 2004. The Notes are
constituted by a trust deed (the Trust Deed) entered into between the Issuer, the Guarantor and J.P.
Morgan Corporate Trustee Services Limited (the Trustee) as trustee for the holders of the Notes (the
Noteholders). Copies of the Trust Deed, together with copies of the paying agency agreement (the
Paying Agency Agreement) entered into in connection with the Notes between the Issuer, the
Guarantor, the Trustee, JPMorgan Chase Bank as principal paying agent (the Principal Paying Agent)
and the other paying agents referred to therein (together with the Principal Paying Agent, where the
context permits, the Paying Agents), are available for inspection at the registered office for the time
being of the Trustee (being at the date hereof at Trinity Tower, 9 Thomas More Street, London E1W
1YT) and at the specified office of each of the Paying Agents. The statements in these Terms and
Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed. The
Noteholders, the holders (the Couponholders) of the interest coupons appertaining to the Notes (the
Coupons) and the holders (the Talonholders) of the talons for further Coupons (the Talons) are entitled
to the benefit of, and are deemed to have notice of, all the provisions of the Trust Deed, the Paying
Agency Agreement and the Notes, all of which are binding on them. The expressions Coupons and
Couponholders shall, where the context so permits, include Talons and Talonholders respectively.
1. Form, Denomination and Title
The Notes are issued in bearer form in the denomination of 1,000 with (at the date of issue) Coupons
and a Talon attached and title thereto and to the Coupons and Talons will pass by delivery. The holder
of each Coupon, whether or not the Coupon is attached to the Note to which it appertains, in his
capacity as such, shall be subject to and bound by all the provisions contained in such Note.
The holder of any Note and the holder of any Coupon may (to the fullest extent permitted by
applicable laws) be treated at all times, by all persons and for all purposes as the absolute owner of such
Note or Coupon, as the case may be, regardless of any notice of ownership, theft or loss or of any
writing thereon.
2. Status and Subordination of the Notes and the Guarantee
(a) The Notes and the Coupons
The Notes and the Coupons are direct and unsecured obligations of the Issuer, conditional as
described below, and rank pari passu without any preference among themselves.
The rights of the Noteholders and Couponholders against the Issuer are subordinated in right of
payment in the manner provided in the Trust Deed to the claims of all Senior Creditors (as defined in
paragraph (c) below) of the Issuer and accordingly payments of principal and interest by the Issuer
are conditional upon the Issuer being solvent at the time of such payment and no principal or interest
shall be payable by the Issuer in respect of the Notes or Coupons except to the extent that the Issuer
could make such payment and still be solvent immediately thereafter.
In the event of the Trustee proving in the winding up of the Issuer, there shall be payable by the Issuer
in respect of each Note (in lieu of any other payment by the Issuer), but subject as provided in this
Condition, such amount, if any, as would have been payable to the holder thereof if, on the day prior
to the commencement of the winding up of the Issuer and thereafter, such Noteholder were the holder
of a preference share in the capital of the Issuer having a preferential right to a return of assets in the
4


winding up over the holders of all issued shares for the time being in the capital of the Issuer on the
assumption that such preference share was entitled to receive on a return of assets in such winding up
an amount equal to the principal amount of such Note together with Arrears of Interest, if any, and
any accrued interest (other than Arrears of Interest) as provided in the Trust Deed.
(b) The Guarantee
The due and punctual payment of the principal and interest in respect of the Notes and all other
moneys payable by the Issuer under the Trust Deed has been, subject as provided under Condition 5,
guaranteed by the Guarantor in the Trust Deed. For this purpose, payments of principal and/or
interest in respect of the Notes shall be deemed to be due and payable by the Issuer notwithstanding
that the condition set out in paragraph (a) above is not satisfied and, if the Issuer is being wound up,
the amount payable under the Guarantee shall be the full principal amount of and interest on, the
Notes notwithstanding the provisions of the third paragraph of paragraph (a) above relating to the
Issuer.
The Guarantee constitutes a direct, unsecured and irrevocable obligation of the Guarantor, conditional
as described below.
The rights of the Noteholders and Couponholders against the Guarantor under the Guarantee are
subordinated in right of payment in the manner provided in the Trust Deed to the claims of all Senior
Creditors (as defined in paragraph (c) below) of the Guarantor and accordingly payments by the
Guarantor in respect of the Notes and Coupons under the Guarantee are conditional upon the
Guarantor being solvent at the time of such payment and no such payment shall be payable by the
Guarantor except to the extent that the Guarantor could make such payment and still be solvent
immediately thereafter.
If at any time an order is made or an effective resolution is passed for the winding up in England of
the Guarantor (except for the purposes of a reconstruction or amalgamation the terms of which have
previously been approved in writing by the Trustee), there shall be payable by the Guarantor under its
Guarantee in respect of each Note (in lieu of any other payment by the Guarantor), but subject as
provided in this Condition, such amount, if any, as would have been payable to the holder thereof if,
on the day prior to the commencement of the winding up and thereafter, such Noteholder were the
holder of a preference share in the capital of the Guarantor having a preferential right to a return of
assets in the winding up over the holders of all issued shares for the time being in the capital of the
Guarantor on the assumption that such preference share was entitled to receive on a return of assets
in such winding up an amount equal to the principal amount of such Note together with Arrears of
Interest, if any, and any accrued interest (other than Arrears of Interest) as provided in the Trust Deed.
(c) Solvency and Definitions
For the purpose of this Condition 2, the Issuer or, as the case may be, the Guarantor shall be solvent
if (i) it is able to pay its debts as they fall due and (ii) its Assets exceed its Liabilities (each as defined
below) (other than its Liabilities to persons who are not Senior Creditors). A report as to the solvency
of the Issuer or, as the case may be, the Guarantor by two Directors of the Issuer or, as the case may
be, the Guarantor or, if the Issuer or, as the case may be, the Guarantor is being wound up, its
liquidator shall, in the absence of manifest error, be treated and accepted by the Issuer, the Guarantor,
the Trustee, the Noteholders and the Couponholders as correct and sufficient evidence thereof.
For the purposes of this Condition 2, Senior Creditors means creditors of the Issuer or, as the case may
be, the Guarantor (i) who are depositors or other unsubordinated creditors of the Issuer or, as the case
may be, the Guarantor or (ii) whose claims are, or are expressed to be, subordinated (whether only in
the event of the winding up of the Issuer or, as the case may be, the Guarantor or otherwise) to the
claims of depositors and other unsubordinated creditors of the Issuer or, as the case may be, the
Guarantor but not further or otherwise or (iii) who are subordinated creditors of the Issuer or, as the
case may be, the Guarantor other than those with whose claims the claims of the Noteholders and
Couponholders are expressed to rank pari passu and those whose claims are, or are expressed to rank,
pari passu with, or junior to, the claims of the Noteholders and Couponholders; Assets means the
unconsolidated gross assets of the Issuer or, as the case may be, the Guarantor; and Liabilities means
the unconsolidated gross liabilities of the Issuer or, as the case may be, the Guarantor, all as shown by
5


the latest published audited balance sheet of the Issuer or, as the case may be, the Guarantor, but
adjusted for contingencies and for subsequent events, all in such manner as two Directors of the Issuer
or, as the case may be, the Guarantor or its liquidator (as the case may be) may determine.
(d) Set-Off
Subject to applicable law, on a winding up of the Issuer or, as the case may be, the Guarantor, neither
any Noteholder or Couponholder nor the Trustee may exercise or claim any right of set-off in respect
of any amount owed to it by the Issuer or the Guarantor arising under or in connection with the Notes,
the Coupons or the Guarantee and each Noteholder and Couponholder shall, by virtue of his
subscription, purchase or holding of any Note or Coupon, be deemed to have waived all such rights of
set-off.
N.B. The respective obligations of the Issuer and the Guarantor in respect of the Notes and Coupons are
conditional upon the Issuer or the Guarantor being solvent for the purposes of this Condition immediately
before and after payment by the Issuer or the Guarantor. If such condition is not satisfied, any amount
which might otherwise have been allocated in or towards payment of principal and interest in respect of
the Notes may be used to absorb losses.
3. Interest
(a) Period of Accrual of Interest and Coupons
The Notes bear interest from (and including) 5th August, 2004 (the Issue Date), and interest will be
payable, subject as provided in these Terms and Conditions, on 5th February, 5th May, 5th August and
5th November in each year (each an Interest Payment Date). The first Interest Payment Date will be
5th November, 2004. The period from and including the Issue Date to but excluding the first Interest
Payment Date and each successive period from and including an Interest Payment Date to but
excluding the next succeeding Interest Payment Date is called an Interest Period.
(b) Interest Rate
Interest on the Notes in respect of any Interest Period will be payable on each Interest Payment Date
quarterly in arrear at the Interest Rate for such Interest Period calculated as provided below.
For the purposes hereof the expressions following have the following meanings:
Calculation Agent means JPMorgan Chase Bank or any successor or assignee appointed under the
Agency Agreement;
Interest Determination Date means, with respect to any Interest Period, the second TARGET
Settlement Day prior to the first day of such Interest Period;
Interest Rate means a rate per annum equal to the sum of the Reference Rate and the Margin
provided that the Interest Rate shall not exceed 9.00 per cent. per annum;
Margin means 0.35 per cent. per annum;
Reference Rate means, in respect of any Interest Period, the EUR-TEC10-CNO rate calculated by
Comité de Normalisation Obligataire which appears on the Reuters Screen TRESCORTEC10
Page as of 10:00 a.m., Paris time, as determined by the Calculation Agent on the relevant Interest
Determination Date. For information purposes only, the EUR-TEC10-CNO, established in April
1996, is the percentage yield (rounded to the nearest second decimal point, 0.005 per cent. being
rounded upwards) of a notional 10 year French Treasury Bond (Obligation Assimilable du Trésor,
OAT) corresponding to the linear interpolation between the yield to maturity of the two actual OATs
(the Reference OATs) whose periods to maturity are closest in duration to the notional 10 year OAT,
one Reference OAT's duration being of less than 10 years and the other Reference OAT's duration
being greater than 10 years. If, on any Interest Determination Date, such rate does not appear on
the Reuters Screen TRESORTEC10 Page (or on any successor or replacement page), EUR-
TEC10-CNO shall be determined by the Calculation Agent on the basis of the mid-market prices
for each of the two reference Obligations Assimilables du Trésor, which would have been used by
6


the Comité de Normalisation Obligataire for the calculation of EUR-TEC10-CNO, quoted by five
Spécialistes en Valeurs du Trésor at approximately 10:00 a.m., Paris time on the Interest
Determination Date in question. The Calculation Agent will request each Spécialiste en Valeurs
du Trésor to provide a quotation of its price and the relevant EUR-TEC10-CNO will be the
redemption yield of the arithmetic mean of such quotations as determined by the Calculation
Agent after disregarding the highest and lowest such quotations. The above-mentioned
redemption yield shall be determined by the Calculation Agent in accordance with the formula
that would have been used by the Comité de Normalisation Obligataire for the determination of
EUR-TEC10-CNO;
TARGET Settlement Day means any day on which the TARGET System, or any successor
thereto, is operating; and
TARGET System means the Trans-European Automated Real-time Gross settlement Express
Transfer system.
(c) Determination of Interest Amount
The euro amount payable in respect of interest on each 1,000 principal amount of Notes for the
relevant Interest Period (the Interest Amount) shall be calculated by multiplying such principal amount
by the relevant Interest Rate, dividing by four, and rounding the resultant figure to the nearest euro cent
(half a cent being rounded upwards). For the avoidance of doubt, neither the accrual of any interest
nor the Interest Amount will be adjusted if an Interest Payment Date is postponed or brought forward
in accordance with the applicable business day convention.
The Interest Amount for a period which is shorter than an Interest Period (a relevant period) shall be
calculated by multiplying the product of the principal amount and the relevant Interest Rate by the
number of days in the relevant period divided by 360 (the number of days to be calculated on the basis
of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of
the relevant period unless, in the case of the final relevant period the date of redemption of the Notes
is the last day of the month of February, in which case the month of February shall not be considered
to be lengthened to a 30-day month).
(d) Notification of Interest Rate and Interest Amount
The Calculation Agent shall, as soon as practicable after 10.00 a.m., Paris time, on the relevant Interest
Determination Date, calculate the interest payable (if any) on the relevant Interest Payment Date on
each Note for the relevant Interest Period. For so long as the Notes are admitted to official listing on
the London Stock Exchange, the Interest Rate, the Interest Period and the Interest Amount shall be
notified by the Calculation Agent to the London Stock Exchange and details of such rate, period and
amount shall be available at the offices of the Paying Agent in London from the date such rate, period
and amount is calculated.
(e) Determination by the Trustee
The Trustee shall, if the Calculation Agent defaults at any time in its obligation to determine the
Interest Rate and/or Interest Amount in accordance with the above provisions, determine the Interest
Rate and/or Interest Amount, the former at such rate as, in its absolute discretion (having such regard
as it shall think fit to the procedure described above, but subject to the maximum Interest Rate
specified), it shall deem fair and reasonable in all the circumstances and the latter in the manner
provided in Condition 3(c) and the determinations shall be deemed to be determinations by the
Calculation Agent.
(f) Notifications, etc to be Final
All notifications, opinions, determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions of this Condition, whether by the
Spécialistes en Valeurs du Trésor (or any of them), the Calculation Agent or the Trustee, will (in the
absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantor, the
Trustee, the Calculation Agent, the Paying Agents and all Noteholders and Couponholders and (in the
absence of wilful default, bad faith or manifest error) no liability to the Issuer, the Guarantor or the
7


Noteholders or the Couponholders shall attach to the Spécialistes en Valeurs du Trésor (or any of
them), the Calculation Agent or, if applicable, the Trustee in connection with the exercise or non-
exercise by any of them of their powers, duties and discretions under this Condition.
(g) Calculation Agent
The Issuer shall procure that, so long as any of the Notes remains outstanding, there is at all times a
Calculation Agent for the purposes of the Notes and the Issuer may, subject to the prior written
approval of the Trustee, terminate the appointment of the Calculation Agent. In the event of the
appointed office of any bank being unable or unwilling to continue to act as the Calculation Agent or
failing duly to determine the Interest Rate and the Interest Amount for any Interest Period, the Issuer
shall, subject to the prior written approval of the Trustee, appoint another major bank to act in its
place. The Calculation Agent may not resign its duties or be removed without a successor having been
appointed.
(h) Interest Payment Dates, Interest Periods and Arrears of Interest
Interest on the Notes shall accrue from day to day and shall (subject to Condition 2) be payable on each
Compulsory Interest Payment Date (as defined below) in respect of the interest accrued in the Interest
Period ending on the day immediately preceding such date. On any Optional Interest Payment Date (as
defined below) there may be paid (if the Issuer or the Guarantor so decides) the interest accrued in the
Interest Period ending on the day immediately preceding such date, but neither the Issuer nor the
Guarantor shall have any obligation to make such payment and any failure to pay shall not constitute
a default by either the Issuer or the Guarantor for any purpose. Any interest not paid on an Interest
Payment Date shall, so long as the same remains unpaid, constitute Arrears of Interest. Arrears of
Interest may, at the option of either the Issuer or the Guarantor, be paid in whole or in part (any such
part being the whole of the interest accrued during any Interest Period or Periods) at any time upon
the expiration of not less than seven days' notice to such effect given to the Noteholders in accordance
with Condition 12, but so that in the case of payment of only part of the Arrears of Interest the interest
accrued during any Interest Period shall not be paid prior to that accrued during an earlier Interest
Period. All Arrears of Interest in respect of all Notes outstanding shall (subject to Condition 2)
become due in full on whichever is the earliest of (i) the date upon which a dividend is next paid on any
class of share capital of the Guarantor; (ii) the date set for any redemption pursuant to Condition 4(a)
or 4(c); and (iii) the commencement of winding up of the Guarantor (except for the purposes of a
reconstruction or amalgamation the terms of which have previously been approved in writing by the
Trustee). Notwithstanding the foregoing, if notice is given by either the Issuer or the Guarantor of its
intention to pay the whole or part of Arrears of Interest, the Issuer or the Guarantor (as the case may
be) shall be obliged (subject to Condition 2) to do so upon the expiration of such notice. So long as,
and to the extent that, the same have not become due and payable, Arrears of Interest shall not bear
interest.
For the purposes hereof the expressions following have the following meanings:
Compulsory Interest Payment Date means any Interest Payment Date if, in the immediately
preceding six calendar months, any dividend has been declared or paid on any class of share
capital of the Guarantor.
Optional Interest Payment Date means any Interest Payment Date other than a Compulsory
Interest Payment Date.
All references in these Terms and Conditions to interest shall, unless the context otherwise requires,
include Arrears of Interest.
4. Redemption and Purchase
The Issuer shall not be at liberty to redeem or purchase the Notes except in accordance with the
following provisions and any such redemption or purchase is subject to the prior consent of the
Financial Services Authority or any successor (so long as the requirement to obtain such consent
subsists):
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(a) Redemption at the Option of the Issuer
From and including the Interest Payment Date falling in August 2014 and every Interest Payment Date
thereafter, the Issuer may, having given not more than 45 nor less than 30 days' notice to the Trustee
and (in accordance with Condition 12) the Noteholders, redeem all (but not some only) of the Notes
at their principal amount.
Upon the expiration of any such notice, the Issuer shall (subject to Condition 2) be bound to redeem
the Notes at their principal amount together with all Arrears of Interest (if any) and accrued interest
(if any) as provided in Condition 3.
(b) Purchases
The Issuer, the Guarantor or any of the Guarantor's other subsidiaries may at any time purchase Notes
(provided that all unmatured Coupons appertaining thereto are attached thereto or delivered
therewith) at any price in the open market or otherwise.
(c) Redemption for Taxation Reasons
If the Trustee is satisfied, immediately prior to the giving of the notice to Noteholders hereinafter
referred to, that on the next date for payment of interest in respect of the Notes:
(i) as a result of any actual or proposed change in the laws, regulations or treaties of the United
Kingdom or any political sub-division thereof or of any authority therein or thereof having
power to tax, or in the application or interpretation of such laws, regulations or treaties
(whether by legislative change, court decision, any general change in practice of the relevant
taxing authorities or otherwise):
(x) the Issuer would (for reasons outside its reasonable control) be required to pay
additional amounts in accordance with Condition 7; or
(y) the Issuer would be unable for any reason to make such payment and, in making
payment itself, the Guarantor would (for reasons outside its reasonable control) be
required to pay additional amounts in accordance with Condition 7; or
(ii) the payment of interest in respect of any of the Notes would be treated as a "distribution"
within the meaning of the Tax Acts for the time being of the United Kingdom or would
otherwise be treated as a payment which would not be deductible for tax purposes by the
Issuer or the Guarantor, as the case may be,
the Issuer may (subject to Condition 2) having given not more than 45 nor less than 30 days' notice to
the Trustee and (in accordance with Condition 12) the Noteholders, redeem on any Interest Payment
Date all (but not some only) of the Notes at their principal amount. Upon the expiration of such
notice, the Issuer shall (subject to Condition 2) be bound to redeem the Notes at their principal amount
together with all Arrears of Interest (if any) and accrued interest as provided in Condition 3.
It shall be sufficient, to establish the existence of the circumstances required to be established pursuant
to this paragraph (c), if the Issuer shall deliver to the Trustee (a) a certificate from the Issuer or the
Guarantor signed by two directors of the Issuer or the Guarantor (as the case may be) in a form
satisfactory to the Trustee as to all relevant matters of fact; and (b) a certificate of an independent
lawyer or accountant satisfactory to the Trustee in a form satisfactory to the Trustee to the effect either
that such circumstances exist or that, upon any change in the laws, regulations or treaties of the United
Kingdom or any political sub-division thereof or of any authority therein or thereof having power to
tax, or in the application or interpretation of such laws, regulations or treaties (whether by legislative
change, court decision, any general change in practice of the relevant taxing authorities or otherwise),
which at the date of such certificate is proposed and which in the opinion of such lawyer or accountant
is reasonably expected to become effective on or prior to the date on which the relevant payment of
interest in respect of the Notes would otherwise be made, becoming so effective, such circumstances
would exist. The Trustee shall be entitled to accept the certificate as sufficient evidence of the
satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding
on the Noteholders and Couponholders.
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(d) Cancellation
All Notes redeemed or purchased as aforesaid will be cancelled forthwith, together with all unmatured
Coupons attached thereto or surrendered therewith, and may not be resold or re-issued.
References in this Condition 4 to the purchase of Notes shall not include the purchase of Notes in the
ordinary course of business of dealing in securities or the purchase of Notes otherwise than as
beneficial owner.
(e) No Fixed Maturity
The Notes will be undated and will have no final maturity date and will only be redeemable or
repayable in accordance with the foregoing provisions of this Condition 4 or Condition 8 below.
5. Substitution of Principal Debtor
The Guarantor may, by notice to the Trustee and without the consent of the Noteholders or the
Couponholders, elect that it shall become on a subordinated basis principal debtor under the Trust
Deed, the Notes and the Coupons in place of the Issuer (in the same manner as provided in Condition
2 but with the deletion of the first two paragraphs of Condition 2(b)), in which event the Guarantor
shall immediately and without further formality become the principal debtor in such manner and,
other than as principal debtor, the Guarantor shall have no obligations under the Trust Deed, the
Notes or the Coupons and the amounts that would otherwise have been payable by the Issuer in respect
of each Note or Coupon shall be payable by it to the Guarantor.
The Trustee may agree, subject to such amendment of the Trust Deed and such other conditions as the
Trustee may require, but without the consent of the Noteholders or the Couponholders, subject to the
Notes and the Coupons remaining guaranteed by the Guarantor on a subordinated basis as mentioned
in Condition 2 above, to the substitution on a subordinated basis (in the same manner as provided in
Condition 2 but with the substitution of references to the relevant company in place of references to
the Issuer, the addition of the relevant company's country of incorporation in Conditions 4 and 7 and
such other changes as the Trustee considers appropriate) of another subsidiary of the Guarantor as the
principal debtor under the Trust Deed, the Notes and the Coupons, in place of the Issuer.
If any substitution of the principal debtor under this Condition 5 shall take place the new principal
debtor and the Trustee shall agree such other consequential changes to these Terms and Conditions
and the Trust Deed as may be necessary upon such substitution taking effect to ensure that all
references herein and in the Trust Deed to the Issuer and/or the Guarantor shall apply, where
applicable, solely to such substituted principal debtor, as more particularly provided in the Trust Deed.
Such changes may take place without the consent of the Noteholders or the Couponholders. The
amounts that would otherwise have been payable in respect of each Note or Coupon by a company
which is substituted under these Terms and Conditions shall be payable by it to the new principal
debtor. Any company which is substituted under these Terms and Conditions shall cease to have any
obligations under the Trust Deed, the Notes or the Coupons other than any obligations which may be
imposed as a condition to the Trustee agreeing to such substitution.
6. Payments
Payments of principal in respect of Notes will (subject to Condition 2) be made against presentation
and surrender or (as the case may be) endorsement of the relevant Note at the specified office of any
Paying Agent by a euro cheque drawn on, or, at the option of the payee, by transfer to a euro account
maintained by the payee with, a bank in the euro-zone. Payments of interest in respect of Notes will
(subject to Conditions 2 and 3) be made against presentation and surrender of the appropriate
Coupons at the specified office of any Paying Agent in the manner provided in the preceding sentence.
Payments of principal and interest in respect of the Notes are subject in all cases to any fiscal or other
laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions
of Condition 7.
On issue, Coupons and a Talon will be attached to each Note and interest payments will be made
against surrender of the appropriate Coupons in accordance with and subject to the provisions of
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Document Outline