Bond Scotia Bank 5.25% ( XS0286774483 ) in USD

Issuer Scotia Bank
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  XS0286774483 ( in USD )
Interest rate 5.25% per year ( payment 2 times a year)
Maturity 21/02/2017 - Bond has expired



Prospectus brochure of the bond Bank of Scotland XS0286774483 in USD 5.25%, expired


Minimal amount 100 000 USD
Total amount 3 000 000 000 USD
Detailed description Bank of Scotland is a major commercial bank operating in Scotland, part of the Lloyds Banking Group since 2008.

Bank of Scotland's USD 5.25% bond (XS0286774483), a GBP 3,000,000,000 issuance with a minimum trading size of USD 100,000, maturing on 21 February 2017, has reached maturity and been redeemed at 100%.







Bank of Scotland plc
(Incorporated with limited liability in Scotland with registered number SC 327000)
60 billion Covered Bond Programme unconditionally guaranteed by
HBOS plc
(incorporated with limited liability in Scotland with registered number SC218813)
and
unconditionally and irrevocably guaranteed as to payments of interest and principal by
HBOS Covered Bonds LLP
(a limited liability partnership incorporated in England and Wales)
Under this 60 billion covered bond programme (the "Programme"), Bank of Scotland plc (the "Issuer") may from time to time issue bonds (the
"Covered Bonds") denominated in any currency agreed between the Issuer and the relevant Dealer(s) (as defined below).
The payments of all amounts due in respect of the Covered Bonds have been unconditionally guaranteed by HBOS plc ("HBOS" in its capacity as
guarantor, the "HBOS Group Guarantor"). HBOS Covered Bonds LLP (the "LLP" and, together with the HBOS Group Guarantor, the "Guarantors") has
guaranteed payments of interest and principal under the Covered Bonds pursuant to a guarantee which is secured over the Portfolio (as defined below) and its
other assets. Recourse against the LLP under its guarantee is limited to the Portfolio and such assets.
The Covered Bonds may be issued in bearer or registered form (respectively "Bearer Covered Bonds" and "Registered Covered Bonds"). The
maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed 60 billion (or its equivalent in
other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under General Description of the Programme and
any additional Dealer appointed under the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"), which appointment may be
for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer(s)" shall, in the case of an issue of Covered Bonds being
(or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Covered Bonds.
An investment in Covered Bonds issued under the Programme involves certain risks. See Risk Factors for a discussion of certain factors to be
considered in connection with an investment in Covered Bonds.
The Covered Bonds and the guarantees in respect of the Covered Bonds have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons unless such securities are
registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See
Form of the Covered Bonds for a description of the manner in which Covered Bonds will be issued. Registered Covered Bonds are subject to certain restrictions
on transfer, see Subscription and Sale and Transfer and Selling Restrictions.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this offering circular as a base prospectus. Application has also been made to the
Luxembourg Stock Exchange for Covered Bonds issued under the Programme to be admitted to trading on the Bourse de Luxembourg, which is the
Luxembourg Stock Exchange's regulated market (the "Luxembourg Stock Exchange's regulated market") and to be listed on the Official List of the
Luxembourg Stock Exchange.
References in this Offering Circular to Covered Bonds being "listed" and all related references shall mean that such Covered Bonds are intended to
be admitted to trading on the Luxembourg Stock Exchange's regulated market and have been listed on the Official List of the Luxembourg Stock Exchange.
The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the markets in financial instruments directive
(Directive 2004/39/EC ("MiFID")).
The Issuer has been admitted by the Financial Services Authority (the "FSA") to the register of issuers and the Programme and the Covered Bonds
previously issued under the Programme have been admitted by the FSA to the register of regulated covered bonds under the Regulated Covered Bonds
Regulations 2008 (SI 2008/346) as amended by the Regulated Covered Bonds (Amendment) Regulations 2008 (SI 2008/1714) (the "RCB Regulations").
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of Covered Bonds
and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Terms and Conditions of the Covered Bonds) of
Covered Bonds will be set out in a final terms document (the "Final Terms") which, with respect to Covered Bonds to be listed on the Luxembourg Stock
Exchange, will be filed with the CSSF.
The Programme provides that Covered Bonds may be listed and/or admitted to trading, as the case may be, on such other or further stock
exchange(s) or markets as may be agreed between the Issuer, the Guarantors, the Bond Trustee (as defined herein), the Security Trustee (as defined herein) and
the relevant Dealer(s). The Issuer may also issue unlisted Covered Bonds and/or Covered Bonds not admitted to trading on any market provided that the terms
of any such issue are made available to all holders of listed Covered Bonds.
The Issuer and the Guarantors may agree with any Dealer and the Bond Trustee that Covered Bonds may be issued in a form not contemplated by
the Terms and Conditions of the Covered Bonds herein, in which event a supplement to the Offering Circular, if appropriate, will be made available which will
describe the effect of the agreement reached in relation to such Covered Bonds.
Arranger for the Programme
Lloyds TSB Corporate Markets
The date of this Offering Circular is 10 March 2010.


This document comprises a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC (the "Prospectus Directive") but is not a prospectus for the purposes of Section
12(a)(2) or any other provision of or rule under the Securities Act.
The Issuer and the Guarantors (the "Responsible Persons") accept responsibility for the
information contained in this offering circular (the "Offering Circular"). To the best of the
knowledge of the Issuer and the Guarantors (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.
The Issuer has been admitted by the FSA to the register of issuers and the Programme
and all Covered Bonds previously issued under the Programme have been admitted by the FSA
to the register of regulated covered bonds under the RCB Regulations. This Offering Circular is
to be read in conjunction with all documents which are incorporated herein by reference (see
Documents Incorporated by Reference). This Offering Circular shall be read and construed on
the basis that such documents are incorporated and form part of this Offering Circular.
The information contained in this Offering Circular was obtained from the Issuer and
other sources, but no assurance can be given by the Dealers, the Bond Trustee or the Security
Trustee as to the accuracy or completeness of such information. None of the Dealers, the Bond
Trustee or the Security Trustee makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information contained
or incorporated in this Offering Circular. Neither the Dealers nor the Bond Trustee nor the
Security Trustee accepts any liability in relation to the information contained or incorporated
by reference in this Offering Circular or any other information provided by the Issuer and the
Guarantors in connection with the Programme.
No person is or has been authorised by the Issuer, the Guarantors, any of the Dealers,
the Bond Trustee or the Security Trustee to give any information or to make any representation
not contained in or not consistent with this Offering Circular or any other information supplied
in connection with the Programme or the Covered Bonds and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer,
the Guarantors, any of the Dealers, the Bond Trustee or the Security Trustee.
Neither this Offering Circular nor any other information supplied in connection with
the Programme or any Covered Bonds (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, the Guarantors, the
Sellers (as defined below), any of the Dealers, the Bond Trustee or the Security Trustee that any
recipient of this Offering Circular or any other information supplied in connection with the
Programme or any Covered Bonds should purchase any Covered Bonds. Each investor
contemplating purchasing any Covered Bonds 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 Guarantors. Neither this Offering Circular nor any other information supplied in
connection with the Programme or the issue of any Covered Bonds constitutes an offer or
invitation by or on behalf of the Issuer, the Guarantors, the Sellers, any of the Dealers, the Bond
Trustee or the Security Trustee to any person to subscribe for or to purchase any Covered
Bonds.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any
Covered Bonds shall in any circumstances imply that the information contained herein
concerning the Issuer and/or HBOS and/or the LLP and/or the Sellers is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the
2


Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers, the Bond Trustee and the Security Trustee expressly do not
undertake to review the financial condition or affairs of the Issuer, the Guarantors or the
Sellers during the life of the Programme or to advise any investor in the Covered Bonds of any
information coming to their attention. Investors should review, inter alia, the most recently
published documents incorporated by reference into this Offering Circular when deciding
whether or not to purchase any Covered Bonds.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to
buy any Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the
offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer
or sale of Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the
Guarantors, the Sellers, the Dealers, the Bond Trustee and the Security Trustee do not
represent that this Offering Circular may be lawfully distributed, or that any Covered Bonds
may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been
taken by the Issuer, the Guarantors, the Sellers, the Dealers, the Bond Trustee or the Security
Trustee which would permit a public offering of any Covered Bonds outside the Grand Duchy
of Luxembourg or distribution of this Offering Circular in any jurisdiction where action for
that purpose is required. Accordingly, no Covered Bonds may be offered or sold, directly or
indirectly, and neither this Offering Circular nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession this
Offering Circular or any Covered Bonds may come must inform themselves about, and observe,
any such restrictions on the distribution of this Offering Circular and the offering and sale of
Covered Bonds. In particular, there are restrictions on the distribution of this Offering Circular
and the offer or sale of Covered Bonds in the United States, the European Economic Area
(including the United Kingdom and The Netherlands) and Japan, see Subscription and Sale and
Transfer and Selling Restrictions.
The Covered Bonds and the guarantees from the Guarantors in respect thereof have not
been and will not be registered under the Securities Act. The Covered Bonds in bearer form are
subject to U.S. tax law requirements and, subject to certain exceptions may not be offered, sold
or delivered within the United States or to U.S. persons.
In this Offering Circular, references to "UK", "U.K." and "United Kingdom" are used
interchangeably; references to "£", "sterling", "pounds sterling" and "pence" are to the lawful
currency of the United Kingdom; references to "U.S.$", "$", "U.S. dollars" and "cents" are to the
lawful currency of the United States; references to "" or "euro" are to the currency established for
participating members of the European Union as of the beginning of stage three of European
Monetary Union on 1 January 1999; and references to "¥" or "Yen" are to the lawful currency of
Japan. Merely for convenience, this Offering Circular contains translations of certain sterling amounts
into U.S. dollars at specified rates. These translations should not be construed as representations that
the sterling amounts actually represent such U.S. dollar amounts or could be converted into U.S.
dollars at the rate indicated. See Exchange Rate and Currency Information.
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the
applicable Final Terms may over-allot Covered Bonds (provided that, in the case of any Tranche of
Covered Bonds to be admitted to trading on a regulated market in the European Economic Area, the
aggregate principal amount of Covered Bonds allotted does not exceed 105 per cent. of the aggregate
principal amount of the relevant Tranche) or effect transactions with a view to supporting the market
3


price of the Covered Bonds at a level higher than that which might otherwise prevail. However, there
is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the final terms of the offer of the relevant Tranche of Covered Bonds is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after
the issue date of the relevant Tranche of Covered Bonds and 60 days after the date of the allotment of
the relevant Tranche of Covered Bonds.
Any stabilisation action or over-allotment must be conducted by the relevant stabilising
manager(s) (or persons acting on behalf of any stabilising manager(s)) in accordance with all
applicable laws and rules.
In making an investment decision, investors must rely on their own examination of the
Issuer and the Guarantors and the terms of the Covered Bonds being offered, including the
merits and risks involved. The Covered Bonds have not been approved or disapproved by the
United States Securities and Exchange Commission or any other securities commission or other
regulatory authority in the United States, nor have the foregoing authorities approved this
Offering Circular or confirmed the accuracy or determined the adequacy of the information
contained in this Offering Circular. Any representation to the contrary is unlawful.
None of the Dealers, the Issuer or the Guarantors makes any representation to any
investor in the Covered Bonds regarding the legality of its investment under any applicable
laws. Any investor in the Covered Bonds should be able to bear the economic risk of an
investment in the Covered Bonds for an indefinite period of time.
U.S. INFORMATION
This Offering Circular may be distributed on a confidential basis in the United States to
a limited number of "qualified institutional buyers" within the meaning of Rule 144A under the
Securities Act ("QIBs") or institutional "accredited investors" as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act ("Institutional Accredited Investors") in
connection with the consideration of the purchase of the Covered Bonds being offered hereby.
Its use for any other purpose in the United States is not authorised. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to
anyone other than the prospective investors to whom it is originally submitted.
Registered Covered Bonds may be offered or sold within the United States only to QIBs
or Institutional Accredited Investors, in either case in transactions exempt from registration
under the Securities Act. Each U.S. purchaser of Registered Covered Bonds is hereby notified
that the offer and sale of any Registered Covered Bonds to it may be being made in reliance
upon the exemption from the registration requirements of the Securities Act provided by Rule
144A under the Securities Act ("Rule 144A").
Purchasers of Definitive IAI Registered Covered Bonds (as defined under Form of the
Covered Bonds) will be required to execute and deliver an IAI Investment Letter (as defined
under Form of the Covered Bonds). Each purchaser or holder of IAI Registered Covered Bonds
(as defined under Form of the Covered Bonds), Covered Bonds represented by a Rule 144A
Global Covered Bond (as defined under Form of the Covered Bonds) or any Covered Bonds
issued in registered form in exchange or substitution therefor (together "Legended Covered
Bonds") will be deemed, by its acceptance or purchase of any such Legended Covered Bonds, to
have made certain representations and agreements intended to restrict the resale or other
transfer of such Covered Bonds as set out in Subscription and Sale and Transfer and Selling
4


Restrictions. Unless otherwise stated, terms used in this paragraph have the meanings given to
them in Form of the Covered Bonds.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers
of Covered Bonds that are "restricted securities" within the meaning of the Securities Act, the
Issuer and Guarantors have undertaken in a deed poll dated 29 April 2008 (the "Deed Poll") to
furnish, upon the request of a holder of such Covered Bonds or any beneficial interest therein,
to such holder or to a prospective purchaser designated by him, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the
Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting pursuant to Rule
12g3-2(b) thereunder.
Notwithstanding anything herein to the contrary, investors (and each employee, representative
or other agent of the investors) may disclose to any and all persons, without limitation of any kind, the
tax treatment and tax structure of the offering and all materials of any kind (including opinions or
other tax analyses) that are provided to the investors relating to such tax treatment and tax structure
(as such terms are defined in Treasury Regulation Section 1.6011-4). This authorisation of tax
disclosure is retroactively effective to the commencement of discussions between the Issuer, the
Dealers or their respective representatives and a prospective investor regarding the transactions
contemplated herein.
5


FORWARD-LOOKING STATEMENTS
This Offering Circular contains various forward-looking statements regarding events and
trends that are subject to risks and uncertainties that could cause the actual results and financial
position of HBOS or HBOS and its consolidated subsidiaries and subsidiary undertakings
(collectively, the "HBOS Group" or the "Group") to differ materially from the information
presented herein. When used in this Offering Circular, the words "estimate", "project", "intend",
"anticipate", "believe", "expect", "should" and similar expressions, as they relate to the Group and its
management, are intended to identify such forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof. The
Group does not undertake any obligation to publicly release the result of any revisions to these
forward-looking statements to reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a corporation organised under the laws of Scotland, the LLP is a limited
liability partnership organised under the laws of England and Wales and the HBOS Group
Guarantor is a corporation organised under the laws of Scotland. All of the officers and
directors named herein reside outside the United States and all or a substantial portion of the
assets of the Issuer and of such officers and directors are located outside the United States. As a
result, it may not be possible for investors to effect service of process outside England or
Scotland (as applicable) upon the Issuer, the LLP, the HBOS Group Guarantor or such
persons, or to enforce judgments against them obtained in courts outside England or Scotland
(as applicable) predicated upon civil liabilities of the Issuer or such directors and officers under
laws other than English or Scots law (as applicable), including any judgment predicated upon
United States federal securities laws. The Issuer has been advised by Allen & Overy LLP, its
counsel, that there is doubt as to the enforceability in England and Wales in original actions or
in actions for enforcement of judgments of United States courts of civil liabilities predicated
solely upon the federal securities laws of the United States.
PRESENTATION OF FINANCIAL INFORMATION
The consolidated annual financial statements of HBOS for the years ended 31 December 2008
and 31 December 2007 were prepared in accordance with International Financial Reporting Standards
as adopted by the EU ("IFRS"). IFRS relevant to the Group differs from generally accepted
accounting principles in the United States ("U.S. GAAP") in certain material aspects. In addition, the
audited financial information incorporated by reference herein is subject to auditing and auditor
independence standards applicable in the United Kingdom, which differ from those applicable in the
United States.
Unless otherwise indicated, any reference in this Offering Circular to the IFRS Financial
Statements is to the audited Consolidated Financial Statements (including the notes thereto) of the
Group incorporated by reference in this Offering Circular.
For the purposes of the presentation of financial information in the sections entitled Summary
of Terms and HBOS, the term "Group" refers to HBOS plc together with its consolidated subsidiaries
and subsidiary undertakings (including, among others, Bank of Scotland plc).
In this Offering Circular, all references to "billions" are references to one thousand millions.
Due to rounding, the numbers presented throughout this Offering Circular may not add up precisely,
and percentages may not precisely reflect absolute figures.
6


Certain financial and statistical information in this Offering Circular is presented separately
for domestic and foreign activities. Foreign activities include transactions in which the debtor or
customer is domiciled outside the United Kingdom. For the purposes of such financial and statistical
information, the United Kingdom includes the Channel Islands and the Isle of Man.
7


TABLE OF CONTENTS
Principal Characteristics of the Programme ........................................................................................9
Documents Incorporated by Reference .............................................................................................10
Structure Overview ..........................................................................................................................13
General Description of the Programme .............................................................................................18
Risk Factors .....................................................................................................................................28
Recent Developments.......................................................................................................................94
HBOS ............................................................................................................................................106
The Issuer ......................................................................................................................................114
Regulation and Supervision ............................................................................................................119
The LLP.........................................................................................................................................133
Form of the Covered Bonds............................................................................................................135
Form of Final Terms ......................................................................................................................139
Terms and Conditions of the Covered Bonds ..................................................................................154
Use of Proceeds..............................................................................................................................195
Summary of the Principal Documents.............................................................................................196
Credit Structure..............................................................................................................................237
Cashflows ......................................................................................................................................241
The Portfolio..................................................................................................................................253
Description of the UK Regulated Covered Bond Regime................................................................255
Description of Limited Liability Partnerships .................................................................................257
Book-Entry Clearance Systems ......................................................................................................258
Taxation.........................................................................................................................................263
Subscription and Sale and Transfer and Selling Restrictions ...........................................................279
General Information .......................................................................................................................289
Index of Defined Terms..................................................................................................................295
8


PRINCIPAL CHARACTERISTICS OF THE PROGRAMME
Issuer:
Bank of Scotland plc
Guarantors:
HBOS plc and HBOS Covered Bonds LLP
Regulated Covered Bonds:
The Issuer, the Programme and all Covered Bonds
previously issued under the Programme have been registered
under the RCB Regulations
Nature of eligible property:
Residential mortgage loans, Substitution Assets up to the
prescribed limit and Authorised Investments
Compliant with the Banking
Yes
Consolidation Directive (Directive
2006/48/EC):1
Location of eligible residential
England, Wales or Scotland
property underlying Mortgage
Loans:
Maximum Loan to Value Ratio
60 per cent.
given credit under the Asset
Coverage Test:
Maximum Asset Percentage:
92.5 per cent.
Asset Coverage Test:
As set out on page 212
Amortisation Test:
As set out on page 215
Hard Bullet Maturities:
Available
Asset Monitor:
KPMG Audit Plc
Asset Segregation:
Yes
Extended Maturities:
No
Namensschuldverschreibungen
No
option:


1
The Programme is intended to be compliant with the Banking Consolidation Directive now that the Issuer has been accepted to
the register of issuers and the Programme and any Covered Bonds previously issued under the Programme have been admitted to
the register of regulated covered bonds under the RCB Regulations.
9


DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published and have been filed with the
CSSF shall, unless otherwise stated, be incorporated by reference herein, and form part of, this
Offering Circular:
1.1
the audited consolidated and non-consolidated annual financial statements of the Issuer for
each of the financial years ended 31 December 2007 and 31 December 2008, in each case,
together with the audit report thereon, as set out on pages 32 to 89 of the Issuer's Annual
Report and Accounts for the financial year ended 31 December 2007 (the "Issuer's 2007
Annual Report") and on pages 32 to 110 of the Issuer's Annual Report and Accounts for the
financial year ended 31 December 2008 (the "Issuer's 2008 Annual Report");
1.2
the interim management report of the Issuer for the half-year to 30 June 2009;
1.3
the Issuer's Results Announcement for the year ended 31 December 2009 (the Issuer's 2009
Results Announcement");
1.4
the audited consolidated and non-consolidated annual financial statements of the HBOS
Group Guarantor for each of the financial years ended 31 December 2007 and 31 December
2008, in each case, together with the audit report thereon, as set out on pages 151 to 224 of
the HBOS Group Guarantor's Annual Report and Accounts 2007 (the "HBOS Group
Guarantor's 2007 Annual Report") and on pages 40 to 140 of the HBOS Group
Guarantor's Annual Report and Accounts 2008 (the "HBOS Group Guarantor's 2008
Annual Report");
1.5
the interim management report of the HBOS Group Guarantor for the half-year to 30 June
2009;
1.6
the HBOS Group Guarantor's Results Announcement for the year ended 31 December 2009
(the "HBOS Group Guarantor's 2009 Results Announcement");
1.7
the Members' Report and Financial Statements and the audited consolidated and non-
consolidated annual financial statements for each of the financial years ended 31 December
2007 and 31 December 2008 of the LLP;
1.8
the section titled "Risk Management" as set out in each of pages 8 to 19 in the Issuer's 2007
Annual Report, pages 11 to 28 of the Issuer's 2008 Annual Report, pages 85 to 104 of the
HBOS Group Guarantor's 2007 Annual Report and pages 13 to 33 of the HBOS Group
Guarantor's 2008 Annual Report; and
1.9
the first sentence of the fourth complete paragraph on page 17 of Lloyds Banking Group
plc's 2009 Results News Release for the year ended 31 December 2009.
The audited consolidated financial statements referred to in paragraphs 1.1 and 1.4 above are
collectively referred to herein as the "Consolidated Financial Statements".
Any information not listed in the cross reference lists below, but which is contained in a
document incorporated by reference, is given for information purposes only.
Following the publication of this Offering Circular a supplement may be prepared by the
Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive.
Statements contained in any such supplement to the Offering Circular (or contained in any document
10