Obligation Barclay PLC 6.86% ( US06738CAG42 ) en USD

Barclay PLC

100 % ▼

Royaume-uni

US06738CAG42 ( en USD )

6.86% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Barclays PLC US06738CAG42 en USD 6.86%, échéance Perpétuelle

1 000 USD

178 630 000 USD

06738CAG4

BB ( Spéculatif )

Ba1 ( Spéculatif )

15/06/2025 ( Dans 43 jours )

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738CAG42, paye un coupon de 6.86% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738CAG42, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738CAG42, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING CIRCULAR
Barclays Bank PLC
(incorporated with limited liability in England)
U.S.$1,000,000,000
6.86 per cent. Callable Perpetual Core Tier One Notes
Issue Price: 100 per cent.
The U.S.$1,000,000,000 6.86 per cent. Callable Perpetual Core Tier One Notes (the ``TONs'') of Barclays Bank PLC (the
``Issuer'') will bear interest from (and including) 25 September, 2002 to (but excluding) 15 June, 2032 at a rate of 6.86 per
cent. per annum, payable semi-annually in arrear on 15 June and 15 December in each year, save that the first payment will
be made on 15 December, 2002 in respect of the period from (and including) 25 September, 2002 to (but excluding) 15
December, 2002 and will amount to U.S.$15.24 per U.S.$1,000 principal amount of the TONs. From (and including) 15 June,
2032, the TONs will bear interest at a rate, reset semi-annually, of 1.73 per cent. per annum above the London interbank
offered rate for six-month U.S. dollar deposits, payable semi-annually in arrear on 15 June and 15 December in each year,
all as more particularly described in ``Terms and Conditions of the TONs -- 5. Coupon Payments''. Coupon Payments (as
defined herein), may be deferred as described in ``Terms and Conditions of the TONs -- 4. Coupon Deferral'', but the Issuer
and Barclays PLC may not declare or pay dividends (other than a final dividend declared by Barclays PLC before deferral or
intra-group dividends) on any of their respective ordinary shares or preference shares, or satisfy payments of interest in
respect of any RCIs (as defined herein), or redeem, purchase, reduce or otherwise acquire any of their respective ordinary
shares, preference shares or other securities, or any securities of their respective subsidiary undertakings benefiting from
a guarantee from the Issuer or the Holding Company, ranking, as to payment of principal, or in the case of any such
guarantee, as to the payments of sums under such guarantee, pari passu with or junior to the TONs, other than ordinary
shares, preference shares or other securities held intra-group, until the Issuer next makes a Coupon Payment.
The TONs are redeemable (at the option of the Issuer) in whole but not in part on 15 June, 2032 or on each Coupon Payment
Date (as defined herein) thereafter. In addition, the TONs may be redeemed (at the option of the Issuer) in the event that
it is required to pay additional amounts as provided in ``Terms and Conditions of the TONs -- 11. Taxation'' and, upon the
occurrence of certain other tax or regulatory events, the TONs may (at the option of the Issuer) be exchanged or their
terms varied so that they become Upper Tier 2 Securities (as defined herein), provided that if such tax or regulatory events
do or would persist after such exchange or variation, the TONs may be redeemed on any Coupon Payment Date, all as more
particularly described in ``Terms and Conditions of the TONs -- 7. Exchange, Variation, Redemption and Purchase''.
Under existing Financial Services Authority (``FSA'') requirements, the Issuer may not redeem or purchase any TONs unless
the FSA has given its prior consent.
The TONs will be unsecured obligations of the Issuer and will be subordinated to the claims of Senior Creditors (as defined
herein). No payment of principal or interest in respect of the TONs may be made unless the Issuer is able to make such
payment and remain solvent immediately thereafter. In the event of the winding-up in England of the Issuer, the TON
Holders (as defined herein) will, for the purpose only of calculating the amounts payable in respect of each TON, be treated
as if they were the holders of preference shares in the capital of the Issuer ranking in the manner more particularly
described in ``Terms and Conditions of the TONs -- 3. Winding-up''.
For a description of certain matters that prospective investors should consider, see ``Investment
Considerations''.
The TONs have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the ``U.S. Securities Act''), and are being offered and resold in the United States only to ``qualified
institutional buyers'' (as defined in Rule 144A (``Rule 144A'') under the U.S. Securities Act) and offered and
sold outside the United States in accordance with Regulation S under the U.S. Securities Act (``Regulation
S''). The TONs have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
``Commission''), any State securities commission in the United States or any other U.S. regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the TONs or
the accuracy of this Offering Circular. Any representation to the contrary is a criminal offence in the United
States.
Application has been made to the FSA in its capacity as competent authority (the ``UK Listing Authority'') under the
Financial Services and Markets Act 2000 (the ``FSMA'') for the TONs to be admitted to the official list of the UK Listing
Authority (the ``Official List'') and to London Stock Exchange plc (the ``London Stock Exchange'') for the TONs to be
admitted to trading on the London Stock Exchange's market for listed securities. Admission to the Official List together
with admission to trading on the London Stock Exchange's market for listed securities constitute official listing on a stock
exchange. A copy of this Offering Circular, which, excluding all information incorporated by reference, comprises listing
particulars required by section 74 of the FSMA, has been delivered to the Registrar of Companies in England and Wales for
registration as required by Section 83 of the FSMA.
Barclays Capital
Lead Manager and Bookrunner
BNP PARIBAS
Goldman, Sachs & Co.
JPMorgan
Merrill Lynch & Co.
Morgan Stanley
Wachovia Securities
20 September, 2002

The TONs are being offered and sold by the Managers (as defined in ``Subscription and Sale'' below) outside
the United States to non-U.S. persons in reliance on Regulation S (the ``Regulation S TONs'') and will be
represented by a global TON (the ``Regulation S Global TON''). The TONs are being offered and sold by the
Managers or their respective U.S. broker-dealer affiliates in the United States to ``qualified institutional
buyers'' in reliance on Rule 144A (the ``Rule 144A TONs'') and will be represented by a global TON (the
``Rule 144A Global TON'' and, together with the Regulation S Global TON, the ``Global TONs'').
Prospective purchasers are hereby notified that sellers of interests in the TONs may be relying on the
exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Each purchaser
of TONs pursuant to Rule 144A will be deemed to have made certain representations and agreements as
described herein. For a description of these and certain further restrictions on the offering, transfer and sale
of interests in the TONs and on the distribution of this document, see ``Transfer Restrictions'' and
``Subscription and Sale''.
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 STATE OF 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 RSA
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.
The Issuer accepts responsibility for the information contained in these listing particulars. 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 these listing particulars is in accordance with the facts and does not omit anything
likely to affect the import of such information.
In connection with the issue and sale of the TONs, no person is authorised to give any information or to
make any representation not contained in this document, and any information or representation not
contained in this document must not be relied upon as having been authorised by the Issuer or the
Managers. Neither the delivering of this document nor any sale or allotment made in connection with the
issue of the TONs shall, under any circumstances, constitute a representation or create any implication that
there has been no change in the affairs of the Issuer since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This document does not constitute an offer of, or an
invitation by or on behalf of the Issuer or the Managers to subscribe for or purchase, any of the TONs.
The distribution of this document and the offering or sale of the TONs in certain jurisdictions may be
restricted by law. Persons into whose possession this document comes are required to inform themselves
about and to observe any such restrictions. See ``Subscription and Sale'' below for a description, inter alia,
of certain restrictions on offers, sales and deliveries of the TONs in the United States or to U.S. persons.
In this document all references to ``£'' are to pounds sterling, to ``U.S. dollars'' and ``U.S.$'' are to United
States dollars, to ``¥'' and ``Yen'' are to Japanese yen, to ``t'' and ``euro'' are to the lawful currency of the
member states of the European Union that adopt the single currency in accordance with the Treaty
establishing the European Community, as amended by the Treaty on European Union, to ``FRF'' are to French
francs, to ``ITL'' are to Italian lire and to ``DM'' are to Deutschmarks.
IN CONNECTION WITH THE ISSUE AND DISTRIBUTION OF THE TONS, BARCLAYS CAPITAL INC. OR ANY
PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING
THE MARKET PRICE OF THE TONS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL
FOR A LIMITED PERIOD AFTER THE ISSUE DATE. HOWEVER, THERE MAY BE NO OBLIGATION ON
BARCLAYS CAPITAL INC. OR ANY AGENT OF IT TO DO THIS. SUCH STABILISING, IF COMMENCED, SHALL
BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES, MAY BE DISCONTINUED AT
ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD.
2

ENFORCEMENT OF JUDGMENTS
The Issuer is a public limited company incorporated under the laws of England and Wales. Substantially all
of the directors and executive officers of the Issuer are not residents of the United States, and all or a
substantial portion of the assets of such persons are located outside the United States. A substantial portion
of the assets of the Issuer are located outside the United States. As a result, it may not be possible for
investors to effect service of process within the United States upon the Issuer or such persons or to enforce
judgments of U.S. courts against them in the United States. The Issuer has been advised by Lovells, its
advisers as to English law, that judgments of U.S. courts, including judgments against the Issuer and its
directors or executive officers predicated upon the civil liability provisions of U.S. federal securities law, may
be unenforceable against such persons in England and Wales whether in original actions or in actions to
enforce such judgments.
AVAILABLE INFORMATION
The Issuer is currently subject to the informational requirements of the U.S. Securities Exchange Act of
1934, as amended (the ``Exchange Act''), and in accordance therewith files, jointly with Barclays PLC,
reports and other information with the Commission. Reports and other information filed by the Issuer with
the Commission may be inspected and copied at the public reference facility maintained by the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such material may also be obtained
by mail from the Public Reference Section of the Commission at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, such material may be inspected and copied at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which certain of the
Issuer's securities are listed. For so long as any of the TONs are ``restricted securities'' within the meaning of
Rule 144(a)(3) under the U.S. Securities Act, if at any time the Issuer is neither subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, nor exempt from the reporting requirements of
the Exchange Act pursuant to Rule 12g3-2(b) thereunder, the Issuer will provide to the holder or beneficial
owner of such restricted securities or to any prospective purchaser of such restricted securities designated
by such holder or beneficial owner or to the Trustee, for delivery to such holder, beneficial owner or
prospective purchaser, in each case upon request of such holder, beneficial owner or prospective purchaser
or the Trustee, the information required to be provided by Rule 144A(d)(4) under the U.S. Securities Act.
DOCUMENTS INCORPORATED BY REFERENCE
The Issuer's Annual Report on Form 20-F 2001 (the ``Annual Report'') and the Report on Form 6-K filed with
the Commission on 12 September, 2002 containing its Interim Financial Report as at, and for the six months
ended, 30 June, 2002 ( the ``Interim Report'') shall be deemed to be incorporated in, and to form part of, this
document save that (a) any statement in this document or in the Annual Report or the Interim Report of the
Issuer shall be deemed to be modified or superseded for the purposes of this document to the extent that
a statement contained in any subsequently published Annual Report or Interim Report expressly or
impliedly modifies or supersedes such earlier statement, provided that any such modifying or superseding
statement shall not form part of the listing particulars issued in compliance with the listing rules made
under section 74 of the FSMA and (b) any documents incorporated by reference do not form part of the
listing particulars issued in compliance with the listing rules made under section 74 of the FSMA.
Any reference in this document to listing particulars means this document excluding all information
incorporated by reference. The Issuer has 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 the listing particulars to satisfy the requirements of the FSMA, or the Listing
Rules of the UK Listing Authority. The Issuer believes that none of the information incorporated herein by
reference conflicts in any material respect with the information included in the listing particulars.
3

TABLE OF CONTENTS
Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
INVESTMENT CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
TERMS AND CONDITIONS OF THE TONs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SUMMARY OF PROVISIONS RELATING TO THE TONs WHILE IN GLOBAL FORM . . . . . . . . . . . . . . . . . . 28
THE ISSUER AND THE GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
CLEARING AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
4

SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the TONs and the Trust
Deed and insofar as it refers to the Terms and Conditions of the TONs is qualified by the more detailed
information contained elsewhere in this document. Defined terms used herein have the meaning given to
them in ``Terms and Conditions of the TONs''.
Issuer
Barclays Bank PLC.
Holding Company
Barclays PLC.
Trustee
The Bank of New York.
Issue size
U.S.$1,000,000,000.
Redemption
The TONs are perpetual securities and have no maturity date.
However, the TONs are redeemable in whole but not in part at the
option of the Issuer, subject to the prior approval of the FSA and
to the Auditors of the Issuer having reported to the Trustee
within the previous six months that the Solvency Condition is
met, at their principal amount together with any Outstanding
Payments on 15 June, 2032 or any Coupon Payment Date there-
after.
Interest
The TONs bear interest at a rate of 6.86 per cent. per annum from
(and including) 25 September, 2002 to (but excluding) 15 June,
2032, and thereafter at a rate, reset semi-annually, of 1.73 per
cent. per annum above the London interbank offered rate for
six-month U.S. dollar deposits.
Coupon Payment Dates
Except as described below, Coupon Payments will be payable on
15 June and 15 December in each year in respect of the period
from (and including) 25 September, 2002 to (but excluding)
15 June, 2032, and thereafter, subject to adjustment for non-
business days, on 15 June and 15 December in each year, save that
the first payment shall be made on 15 December, 2002 in respect
of the period from (and including) 25 September, 2002 to but
excluding 15 December, 2002.
Subordination
The rights and claims of the TON Holders are subordinated to the
claims of Senior Creditors. No payment of principal or interest in
respect of the TONs may be made unless the Issuer is able to
make such payment and still be solvent immediately thereafter.
Upon any winding-up of the Issuer (except, in limited circum-
stances, a solvent winding-up), each TON Holder will, for the
purpose only of calculating the amounts payable in respect of
each TON, rank pari passu with the holders of RCIs and with the
holders of the most senior class or classes of preference shares (if
any) of the Issuer then in issue and in priority to all other Issuer
shareholders, and the TON Holder's claim in the winding-up shall
be limited to (other than in the case of a Solvent Winding-up (as
defined herein)) the principal amount of the relevant TON (and
no amounts will be payable in respect of any Coupon Amount) or
(in the case of a Solvent Winding-up) the principal amount of the
relevant TON (and amounts accrued or deferred and unpaid in
respect of any Coupon Amount will be payable).
5

Deferral of Coupon Payments
If the Issuer, at its sole discretion, determines, on the 20th busi-
ness day prior to the date on which any Coupon Payment would,
in the absence of deferral in accordance with Condition 4, be due
and payable that it is, or payment of the relevant Coupon Pay-
ment will result in the Issuer being, in non-compliance with
applicable Capital Regulations, the Issuer may elect to defer such
Coupon Payment, subject to the restrictions described below.
Such Deferred Coupon Payment shall be satisfied only on the
date upon which the TONs are redeemed, but shall not be paid in
any other circumstances. No interest will accrue on any Deferred
Coupon Payments.
Restrictions following deferral of
If the Issuer defers a Coupon Payment for any reason as described
Coupon Payments
above then (i) neither the Issuer nor the Holding Company may
(a) declare or pay a dividend (other than a final dividend declared
by the Shareholders (as defined herein) of the Holding Company
before such Coupon Payment is so deferred, or a dividend paid by
the Issuer to the Holding Company or a wholly-owned Subsid-
iary) on any of their respective ordinary shares or preference
shares, or satisfy any payments in respect of interest on any RCI
or (b) redeem, purchase, reduce or otherwise acquire any of their
respective ordinary shares, preference shares or other securities,
or any securities of any of their respective subsidiary undertak-
ings benefiting from a guarantee from the Issuer or the Holding
Company, ranking, as to the right of repayment of principal, or in
the case of any such guarantee, as to the payment of sums under
such guarantee, pari passu with or junior to the TONs (other than
ordinary shares, preference shares or other securities held by the
Holding Company or a wholly-owned Subsidiary), in either case
until the Issuer next makes a Coupon Payment and (ii) any such
Deferred Coupon Payment shall be satisfied only on the date
upon which the TONs are redeemed and in accordance with the
alternative coupon satisfaction mechanism.
Alternative coupon satisfaction
Investors will always receive payments made in respect of TONs
mechanism
in cash. However, if the Issuer either (i) defers a Coupon Payment
or (ii) the Issuer does not redeem the TONs on the First Reset
Date, then the Issuer must satisfy any obligation it may have to
make any such Deferred Coupon Payment (in the case of (i)) or all
Payments falling due after the First Reset Date (in the case of (ii))
to TON Holders by raising subscription proceeds through the
issue of its ordinary shares to a nominee appointed by the Hold-
ing Company and the Holding Company will issue Ordinary Shares
which (with the proceeds of such issue being converted into U.S.
dollars) will provide a cash amount which will be paid to the TON
Holders in respect of the relevant Payment. The Calculation
Agent will calculate in advance the number of ordinary shares in
the Holding Company to be issued in order to enable the full
amount of money due on the relevant payment date to TON
Holders to be raised. The Issuer has agreed to fund any shortfall
as at the relevant payment date arising on the issue of such
shares or the conversion of the proceeds thereof into U.S. dollars
either by payment of an amount equal to such shortfall or, at its
election, through issuing additional ordinary shares as part of the
operation of a similar share issue mechanism to that summarised
above.
6

Insufficiency
Each of the Issuer and the Holding Company is required to keep
available for issue enough of its shares as it reasonably considers
would be required to satisfy at all times any Deferred Coupon
Payment and, if the Issuer does not redeem the TONs on the First
Reset Date, the next two Coupon Payments from time to time,
using the alternative coupon satisfaction mechanism described
above.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event exists on
or at any time after the 15th business day preceding any date
upon which the Issuer is due to satisfy a payment using the
alternative coupon satisfaction mechanism, the payment to TON
Holders may be deferred until the Market Disruption Event no
longer exists. Any such deferred payments shall bear interest at
the then-current rate applicable to the TONs if the Market Dis-
ruption Event continues for 14 days or more.
Suspension
If, following any takeover offer or any reorganisation, restructur-
ing or scheme of arrangement, Barclays PLC (or any successor
ultimate holding company of the Issuer) ceases to be the Issuer's
ultimate holding company, then such changes to the documen-
tation relating to the TONs as determined by an independent
investment bank to be appropriate in order to preserve substan-
tially the economic effect, for the TON Holders, of a holding of the
TONs will be made by the Issuer and the Trustee, and pending
such changes the Issuer will be unable to satisfy payments using
the alternative coupon satisfaction mechanism. If the investment
bank is unable to determine appropriate amendments, as noti-
fied to the Issuer and the Trustee, the TONs will (subject to the
prior consent of the FSA) be redeemed at the Suspension Re-
demption Price.
Additional amounts
The Issuer will pay additional amounts to TON Holders to gross
up payments upon the imposition of United Kingdom withhold-
ing taxation, subject to customary exceptions.
Exchange, variation or redemption
The Issuer may, subject to the prior consent of the FSA, redeem
for taxation reasons
all, but not some only, of the TONs at their principal amount
together with any Outstanding Payments (as defined herein) in
the event that for reasons outside its control it is required to pay
additional amounts in respect of United Kingdom withholding
taxation as provided in Condition 11 of the Terms and Conditions
of the TONs, provided the Auditors of the Issuer have reported to
the Trustee within the previous six months that the Solvency
Condition is met.
Upon the occurrence of certain other changes in the treatment of
the TONs for taxation purposes, which changes affect payment of
interest falling due (in the absence of a deferral) on or prior to
15 June, 2032 the Issuer may, subject to the prior consent of the
FSA, exchange the TONs for, or vary the terms of the TONs so that
they become, Upper Tier 2 Securities or, if such change in tax
treatment also affects or would affect the Upper Tier 2 Securities
and provided the Auditors of the Issuer have reported to the
Trustee within the previous six months that the Solvency Condi-
tion is met, redeem all, but not some only, of the TONs at their
Early Redemption Price together with any Outstanding Pay-
ments.
Exchange, variation or redemption
The TONs will qualify as Tier 1 Capital for the purposes of the
for regulatory reasons
FSA's capital adequacy regulations. If at any time the TONs cease
7

to qualify as Tier 1 Capital, the Issuer may, subject to the prior
consent of the FSA, exchange the TONs for, or vary the terms of
the TONs so that they become, Upper Tier 2 Securities or, if such
exchanged or varied securities do not or would not qualify as
Upper Tier 2 Capital or certain other provisions apply, and pro-
vided the Auditors have reported to the Trustee within the pre-
vious six months that the Solvency Condition is met, redeem all,
but not some only, of the TONs at their Early Redemption Price
together with any Outstanding Payments.
Remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any
TON Holder for recovery of amounts owing in respect of any
Payment or principal in respect of the TONs will be the institution
of proceedings for the winding-up of the Issuer and/or proving in
such winding-up.
Form
Registered. The Regulation S TONs will be represented by the
Regulation S Global TON and the Rule 144A TONs will be repre-
sented by the Rule 144A Global TON. The Regulation S Global
TON will be deposited outside the United States with, and regis-
tered in the name of, a nominee for a common depositary for
Clearstream Banking, socie´te´ anonyme (``Clearstream'') and Eu-
roclear Bank S.A./N.V., as operator of the Euroclear System (``Eu-
roclear'') on or about 25 September, 2002. The Rule 144A Global
TON will be deposited with a custodian (the ``Custodian'') for,
and registered in the name of a nominee of, The Depository Trust
Company (``DTC'') on or about 25 September, 2002. Interests of
accountholders and participants in Euroclear, Clearstream or
DTC in the TONs will be represented by book entries on the
records of Euroclear, Clearstream, or DTC, as the case may be.
Save in limited circumstances, TONs in definitive registered form
will not be issued in exchange for interests in the Global TONs.
Listing
London.
Governing law
English.
Rating
The TONs are expected to be assigned an A+ rating by Standard
& Poor's Rating Services, a division of The McGraw-Hill Compa-
nies, Inc. and an Aa3 rating by Moody's Investors Service, Inc. A
credit rating is not a recommendation to buy, sell or hold securi-
ties and may be subject to revision, suspension or withdrawal at
any time by the relevant rating organisation.
Transfer restrictions
The TONs are subject to certain restrictions on transfer. See
``Transfer Restrictions''.
Investment Considerations
Prospective investors in the TONs should carefully consider the
information under ``Investment Considerations'' in conjunction
with the other information included in this document.
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INVESTMENT CONSIDERATIONS
Prospective investors in the TONs should carefully consider the following information in conjunction with the
other information included in this document. Defined terms used herein have the meaning given to them in
``Terms and Conditions of the TONs''.
DEFERRAL
The Issuer may elect to defer any Coupon Payment on the TONs if, in its sole discretion, it determines that,
on the 20th business day prior to the date on which such Coupon Payment would, in the absence of deferral,
be due and payable, the Deferral Condition is satisfied, as more particularly described in ``Terms and
Conditions of the TONs -- 4. Coupon Deferral''. If the Issuer does defer a Coupon Payment, such Deferred
Coupon Payment will be satisfied only on the date on which the TONs are redeemed and in accordance with
the alternative coupon satisfaction mechanism. Any such Deferred Coupon Payment will not bear interest,
and neither the Issuer nor the Holding Company may (a) declare or pay a dividend (other than a final
dividend declared by the Shareholders of the Holding Company before such payment is so deferred or a
dividend paid by the Issuer to the Holding Company or a wholly-owned Subsidiary) on any of their
respective ordinary shares or preference shares, or satisfy payments of interest in respect of RCIs or (b)
redeem, purchase, reduce or otherwise acquire any of their respective ordinary shares, preference shares or
other securities, or any securities of any of their respective subsidiary undertakings benefiting from a
guarantee from the Issuer or the Holding Company, ranking, as to payment of principal, or in the case of any
such guarantee, as to the payment of sums under such guarantee, equal with or junior to the TONs (other
than ordinary shares, preference shares or other securities held by the Holding Company or a wholly-owned
Subsidiary), in either case until the Issuer next makes a Coupon Payment.
PERPETUAL SECURITIES
The Issuer is under no obligation to redeem the TONs at any time (save in the particular circumstances
referred to in ``Terms and Conditions of the TONs -- 8. Payments -- (d) Suspension'') and the TON Holders
have no right to call for their redemption.
REDEMPTION RISK
The TONs may, subject to the prior consent of the FSA, be redeemed at their principal amount together with
any Outstanding Payments at the option of the Issuer in the event that it is required to pay additional
amounts as provided in ``Terms and Conditions of the TONs -- 11. Taxation''. In addition, upon the
occurrence of certain other specified tax or regulatory events, which in the case of tax changes affect
payments of interest falling due on or prior to 15 June, 2032, the TONs may be exchanged or their terms
varied so that they become Upper Tier 2 Securities or, if such specified tax or regulatory event applies or
would apply to the Upper Tier 2 Securities, the TONs may be redeemed at their Early Redemption Price
together with any Outstanding Payments, all as more particularly described in ``Terms and Conditions of the
TONs -- 7. Exchange, Variation, Redemption and Purchase''.
NO LIMITATION ON ISSUING SECURITIES
There is no restriction on the amount of securities or indebtedness which the Issuer may issue or incur
which ranks senior to or pari passu with the TONs. The issue of any such securities or indebtedness may
reduce the amount recoverable by TON Holders on a winding-up of the Issuer or may increase the likelihood
of a deferral of Payments on the TONs.
AVAILABILITY OF SHARES
If the Issuer is required to make a Deferred Coupon Payment or, if the Issuer does not redeem the TONs on
the First Reset Date, the Issuer must use the alternative coupon satisfaction mechanism to satisfy its
payment obligations. If a sufficient number of ordinary shares in the Issuer or the Holding Company are not
available, then the Issuer's payment obligation shall be suspended to the extent of such insufficiency until
such time as a sufficient number of shares are available to satisfy the suspended payment obligation, as
more particularly described in ``Terms and Conditions of the TONs -- 6. Alternative Coupon Satisfaction
Mechanism -- (d) Insufficiency''.
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MARKET DISRUPTION EVENT
If, following the Issuer being required to satisfy a payment using the alternative coupon satisfaction
mechanism, a Market Disruption Event exists in the opinion of the Issuer, the payment to TON Holders may
be deferred until the cessation of such market disruption, as more particularly described in ``Terms and
Conditions of the TONs -- 6. Alternative Coupon Satisfaction Mechanism -- (e) Market Disruption''. Any
such deferred payments shall bear interest at the then-current rate applicable to the TONs if the Market
Disruption Event continues for 14 days or more.
RESTRICTED REMEDY FOR NON-PAYMENT
In accordance with FSA requirements for subordinated capital, the sole remedy against the Issuer available
to the Trustee or any TON Holder for recovery of amounts owing in respect of the TONs will be the
institution of proceedings for the winding-up of the Issuer and/or proving in such winding-up and the TON
Holder's claim in such winding-up shall be limited to (other than in the case of a Solvent Winding-up) the
principal amount of the relevant TON (and no amounts will be payable in respect of any Coupon Amount)
or (in the case of a Solvent Winding-up) the principal amount of the relevant TON (and amounts accrued or
deferred and unpaid in respect of such Coupon Amount will be payable).
LIQUIDITY
Although application has been made for the TONs to be admitted to the Official List and admitted to trading
on the London Stock Exchange, there can be no assurance that an active public market for the TONs will
develop and, if such a market were to develop, the Managers are under no obligation to maintain such a
market. The liquidity and the market prices for the TONs can be expected to vary with changes in market
and economic conditions, the financial condition and prospects of the Issuer and other factors that
generally influence the market prices of securities.
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