Obligation Rothschild & Co 9% ( XS0048662232 ) en GBP

Société émettrice Rothschild & Co
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Royaume-uni
Code ISIN  XS0048662232 ( en GBP )
Coupon 9% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Rothschild XS0048662232 en GBP 9%, échéance Perpétuelle


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Description détaillée La famille Rothschild est une dynastie bancaire européenne d'origine allemande, ayant acquis une immense influence financière et politique à travers plusieurs générations.

L'Obligation émise par Rothschild & Co ( Royaume-uni ) , en GBP, avec le code ISIN XS0048662232, paye un coupon de 9% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







OFFERING CIRCULAR
Dated 8th February, 1994
£125,000,000
ROTHSCHILDS CONTINUATION
FINANCE (C.I.) LIMITED
(Incorporated in Guernsey under the Companies (Guernsey) Laws 1908 to 1990 with limited liability,
registered number 27641)
9 per cent. Perpetual Subordinated
Guaranteed Notes
guaranteed on a subordinated basis by
ROTHSCHILDS CONTINUATION LIMITED
(Incorporated in E n g l a n d under t h e C o m p a n i e s Act 1929 with limited liability, registered n u m b e r 371601)
The £125,000,000 8 pet c e n t . Perpetual Subordinated Guaranteed Notes (the "Notes") and the obligations of Rothschilds
Continuation Limited (the "Guarantor" or "RCL") as guarantor will be unsecured obligations of Rothschilds Continuation Finance
(C.l.) Limited (the "Company") and the Guarantor respectively, subordinated in that principal and interest on the Notes will only
be payable to the extent that, after such payment, the Company or the Guarantor ( a s the case may be) would remain solvent. The
payment of Interest is dependent upon a dividend having been declared or paid on any class of share capital of the Guarantor
in the six months prior to the relevant Interest Payment Date. In a winding up in the circumstances set out in the final paragraphs
of Conditions 2(a) and (b), the rights of the Noteholders will rank as if, on the day prior to the commencement of the winding up
of the Company or, as the case may be, the Guarantor, Noteholders were the holders of a national class of preference shares of
the Company or, as the case may be, the Guarantor. See "Terms and Conditions of the Notes -- Status and Subordination of the
Notes and the Guarantee; and Interest".
Interest will be payable annualy in arrear on 15th February at the rate of 9 per cent. per annum, the first such payment
(representing a full year's Interest) to be made on 15th February, 1995.
The Notes are undated and have no trial maturity date. The Notes will only be repayable as set forth herein. In particular the
Company may (subject to the consent of the Bank of England) redeem all of the Notes on or after 15th February, 2004 as specified
In "Terms and Conditions of the Notes -- Redemption and Purchase".
Issue Price 99.989 per cent.
Application has been made to The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited (the
"London Stock Exchange") for the Notes to be admitted to the Official List. Copies of this document which comprises listing
particulars prepared in accordance with l i s t i n g rules made under Section 142 of the Financial Services Act 1986, have been
delivered to the Registrar of Companies in England and Wales for registration in accordance with Section 149 of that Act.
The Notes will initially be represented by a Temporary Global Note which will be deposited with a common depositary on behalf
of Morgan Guaranty Trust Company of New York, Brussels office, as operator of the Euroclear System ("Euroclear") and Cedel
S.A. ("Cedel") on or about 15th February, 1994. The Temporary Global Note will be exchangeable for a Permanent Global Note
on or after a date which is expected to be 28th March, 1994, upon certification as to non-U.S. beneficial ownership. Definitive
Notes w i l l only be available in the limited circumstances set out in the Permanent Global Note. See "Summary of Provisions
relating to the Notes while represented by the Global Notes".
Hoare Govett
N M Rothschild & Sons Limited
Salomon Brothers
ABN AMRO Group
International Limited
Barclays de Zoete Wedd Limited
Cazenove & Co.


This Offering Circular comprises listing particulars given in compliance with listing rules made by the London
Stock Exchange for the purpose of giving information with regard to the Company, the Guarantor, the Guarantor
and its subsidiaries (the "Rothschilds Group" or the "Group") and the Notes. The Company and the Guarantor
accept responsibility for the information in this Offering Circular. To the best of the knowledge and belief of the
Company and the Guarantor (each of which has 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.
No person is authorised in connection with the issue, offering, subscription, underwriting or sale of the Notes to
give any information or to make any representation not contained in this Offering Circular and any information
or representation not contained herein must not be relied upon as having been authorised by the Company, the
Guarantor or the Managers (as defined in "Subscription and Sale" below). Neither the delivery of this Offering
Circular nor any sale or allotment made in connection with the issue of the Notes shall, under any circumstances,
constitute a representation or create any implication that there has been no change in the affairs of the Company,
the Guarantor or the Group since the date hereof.
No action has been taken or will be taken to permit a public offering of the Notes or the distribution of this
Offering Circular in any jurisdiction other than the United Kingdom. The distribution of this Offering Circular
and the offering of Notes in certain jurisdictions may be restricted by law; persons into whose possession this
Offering Circular comes are required by the Company, the Guarantor and the Managers to inform themselves
about, and to observe, any such restrictions. In particular, attention is drawn to the restrictions set out under
"Subscription and Sale" below. This Offering Circular does not constitute an offer to, 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
offer or solicitation is not authorised or is unlawful.
The consent of the Advisory & Finance Committee of the States of Guernsey (the "Advisory & Finance
Committee") under the Control of Borrowing Ordinances 1959-1989 has been given for the raising of up to
£125,000,000 by the issue of the Notes. In giving such consent, the Advisory & Finance Committee does not
vouch for the financial soundness of the Company or for the correctness of any statements made or opinions
expressed with regard to the Company or the issue of the Notes.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (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.
In this Offering Circular, all references to "£", "pounds" or "sterling" art to the currency of the United
Kingdom.
In connection with this issue, Hoare Govett Corporate Finance Limited may over-allot or effect
transactions which stabilise or maintain the market price of the Notes at a level which might not otherwise
prevail. Such stabilising, if commenced, may be discontinued at any time.
TABLE OF CONTENTS
Page
Terms and Conditions of the Notes 3
Use of Proceeds 12
Summary of Provisions relating to the Notes while represented by the Global Notes 13
Rothschilds Continuation Finance (C.I.) Limited 14
Rothschilds Continuation Limited 15
Taxation 29
Subscription and Sale 31
General Information 32
2


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 9 per cent. 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 (C.I.) Limited (the "Company") was authorised by a resolution of the Board of Directors of the
Company passed on 7th February, 1994. The giving of the guarantee in respect of the Notes (the
"Guarantee") by Rothschilds Continuation Limited (the "Guarantor") was authorised by a resolution of the
Board of Directors of the Guarantor passed on 18th January, 1994 and a resolution of a duly constituted
Committee thereof passed on 7th February, 1994. The Notes are constituted by a trust deed (the "Trust
Deed") entered into between the Company, the Guarantor, NM Rothschild & Sons Limited (the "Bank")
and The Law Debenture Trust Corporation p.l.c. (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 Company, the
Guarantor, the Bank, the Trustee, Bankers Trust Company 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 Princes House, 95 Gresham Street, London EC2V 7LY)
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 denominations of £1,000, £10,000 and £100,000 each with (at the
date of issue) Coupons and a Talon attached and title thereto and to the Coupons and Talons will pass by
delivery. Notes of one denomination will not be exchangeable for Notes of another denomination.
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.
1. 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 Company, conditional as described
below, and rank pari passu without any preference among themselves.
The rights of the Noteholders and Couponholders against the Company 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 Company and accordingly payments, of principal and interest by the Company
are conditional upon the Company being solvent at the time of such payment and no principal or interest
shall be payable by the Company in respect of the Notes except to the extent that the Company could make
such payment and still be solvent immediately thereafter.
In the event of the Trustee proving in the winding up of the Company, there shall be payable by the
Company in respect of each Note (in lieu of any other payment by the Company), 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 Company and thereafter, such Noteholder were the holder
of a preference share in the capital of the Company 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 Company on the
assumption that such preference share was entitled to receive on a return of assets in such winding up an
3


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 Company under the Trust Deed has been, subject as provided under Condition 5,
guaranteed by the Guarantor in the Trust Deed (the "Guarantee"). For this purpose, payments of principal
and/or interest in respect of the Notes shall be deemed to be due and payable by the Company
notwithstanding that the condition set out in paragraph (a) above is not satisfied and, if the Company 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
Company.
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 (he 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 Vote 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 Company 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
Company or, as the case may be, the Guarantor by two Directors of the Company or, as the case may be,
the Guarantor or, in certain circumstances as provided in the Trust Deed, the Auditors (as defined in the
Trust Deed) of the Company or, as the case may be, the Guarantor or, if the Company or, as the case may
be, the Guarantor is being wound up, its liquidator shall, in the absence of proven error, be treated and
accepted by the Company, 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 Company or, as the case
may be, the Guarantor (i) who are depositors or other unsubordinated creditors of the Company 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 Company or, as the case may be, the Guarantor or otherwise) to the
claims of depositors and other unsubordinated creditors of the Company or, as the case may be, the
Guarantor but not further or otherwise or (iii) who are subordinated creditors of the Company 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 Company or, as the case may be, the Guarantor; and "Liabilities" means
the unconsolidated gross liabilities of the Company or, as the case may be, the Guarantor, all as shown by
the latest published audited balance sheet of the Company 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 Company
or, as the case may be, the Guarantor, the Auditors of the Company or, as the case may be, the Guarantor
or its liquidator (as the case may be) may determine.
4


(d) Set Off
Subject to applicable law, on a winding up of the Company or, as the case may be, the Guarantor, neither
any Noteholder or Couponholder not the Trustee may exercise or claim any right of set-off in respect of
any amount owed to it by the Company 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 Company and the Guarantor in respect of the Notes and Coupons
are conditional upon the Company or the Guarantor being solvent for the purposes of this Condition
immediately before and after payment by the Company 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) I5th February, 1994 (the '"Issue Date") at the rate of 9 per
cent. per annum, payable, subject as provided in these Terms and Conditions, annually in arrear on each
Interest Payment Date (as defined below), the first such payment (representing a full year's interest) to be
made on 15th February, 1995. 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 Condition 7. After all the Coupons attached to or issued in respect of a Note have matured,
a coupon sheet comprising further Coupons (other than any Coupon which would be void) and one further
Talon (together a "Coupon Sheet") will be issued against presentation of the relevant Talon at the specified
office of any Paying Agent. Interest in respect of each Note will cease to accrue from the due date for
redemption thereof unless, upon due presentation, payment of principal is improperly withheld or refused
or is not made pursuant to Condition 2 or default is otherwise made in payment thereof. After such date
for redemption all unmatured Coupons (which expression means Coupons maturing on Interest Payment
Dates falling after the due date for redemption but, for the avoidance of doubt, shall not include Coupons
maturing on Interest Payment Dates falling on or before such due date in respect of which interest has not
been paid) appertaining to such Note (whether or not attached thereto) and any unmatured Talon
appertaining to such Note shall become void. If interest is required to be calculated for a period of less than
one year, it will be calculated on the basis of a 360-day year consisting of 12 months of 30 days each and,
in the case of an incomplete month, the actual number of days elapsed.
(b) 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 (as defined below) ending on the day immediately preceding such date. On any Optional Interest
Payment Date (as defined below) there may be paid (if the Company or the Guarantor so decides) the
interest accrued in the Interest Period ending on the day immediately preceding such date, but neither the
Company nor the Guarantor shall have any obligation to make such payment and any failure to pay shall
not constitute a default by either the Company 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 Company 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 Company or the Guarantor of its intention
to pay the whole or part of Arrears of Interest, the Company or the Guarantor (as the case may be) shall
he 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.
5


For the purposes hereof the expressions following have the following meanings;
"Interest Payment Date" means 15th February in each year.
"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.
"Interest Period" means the period from (and including) one Interest Payment Date (or the Issue
Date) to (but excluding) the next (or first) 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 Company 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 Bank of
England (so long as the requirement to obtain such consent subsists):
(a) Redemption at the Option of the Company
The Company 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:--
(i) from and including 15th February, 2004 to but excluding I5th February, 2024 at:--
(x) their principal amount; or, if higher,
(y) the price as shall be determined by a leading bank, investment bank or stockbroker in London
(to be selected by the Company and approved in writing by the Trustee) as being the price
expressed as a percentage of the principal amount of the Notes (rounded, if necessary, to the
third decimal place, with 0.0005 being rounded upwards) at which the gross redemption yield on
the Notes (calculated on the assumption that the Notes were to he repaid at their principal
amount and to have a final maturity date of 15th February, 2024) would equal the gross
redemption yield in respect of the 8 3/4 per cent. Treasury Stock 2017 (or such other United
Kingdom government security as may be determined by the Company (with the prior approval
of the Trustee) to be more appropriate) (the "Reference Gilt") on the basis of the arithmetic
mean (rounded, if necessary, as aforesaid) of the offered prices of the Reference Gilt quoted by
three brokers and/or gilt-edged market makers selected by the Company (with the prior
approval of the Trustee) (on a dealing basis for settlement on the next following dealing day in
London) at or about 3 p.m. (London time) on the day that is the second business day prior to
the London dealing day in the gilt-edged market before the relevant notice of repayment is given
and on the basis that the gross redemption yield in respect of the Notes and the Reference Gilt
will be calculated mutatis mutandis on the basis indicated by the Joint Index and Classification
Committee of the Institute and Faculty of Actuaries as reported in the Journal of the Institute
of Actuaries, Vol. 105, Part 1, 1978, page 18; or
(ii) on 15th February, 2024 or on any fifteenth anniversary of 15th February, 2024 at their principal
amount.
Upon the expiration of any such notice, the Company shall (subject to Condition 2) be bound to redeem
the Notes at the relevant price aforesaid together with all Arrears of Interest (if any) and accrued interest
(if any) as provided in Condition 3. All references in these Terms and Conditions to principal shall, unless
the context otherwise requires, include any additional amounts payable, pursuant to Condition 4(a)(i)(y).
(b) Purchase
The Company, 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.
6


(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 Guernsey or the
United Kingdom (in the case of the Company) or the United Kingdom (in the case of the Guarantor)
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 Company would (for reasons outside its reasonable control) be required to pay additional
amounts in accordance with Condition 7; or
(y) the Company 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 Company or the Guarantor, as the
case may be,
the Company 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 date all (but not some
only) of the Notes at their principal amount. Upon the expiration of such notice, the Company 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 Company shall deliver to the Trustee (a) a certificate from the Guarantor 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
Guernsey 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 principal or interest
in respect of the Notes would otherwise be made, becoming so effective, such circumstances would exist.
(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 Bank has undertaken in the Trust Deed that, if the Guarantor (otherwise than upon, or following, the
commencement of its winding up) ceases beneficially to own, directly or indirectly (as more particularly
described in the Trust Deed), at least 75 per cent. of the issued ordinary share capital of the Bank (as
defined in the Trust Deed), then the Bank shall (unless it has previously ceased, or will in connection with
or as a result of such cessation of ownership of the issued ordinary share capital cease, to be an authorised
institution (as defined in the Trust Deed)) immediately and without further formality become the principal
7


debtor on a subordinated basis under the Trust Deed, the Notes and the Coupons in place of the Company
(in the same manner as provided in Condition 2 but with the substitution of references to the Bank in place
of references to the Company in Condition 2(a) and in place of references to the Guarantor in the final
paragraph of Condition 2(b), the deletion of the final paragraph of Condition 2(a) and the first three
paragraphs of Condition 2(b) and the substitution of references to the Bank in place of references to the
Company and the Guarantor in Condition 2(d) and upon such change taking effect references herein to
the declaration or payment of dividends by the Guarantor shall be substituted by references to the
declaration or payment of dividends by the Bank). On the Bank becoming legally and validly bound as
principal debtor, the amounts that would otherwise have been payable by the Company or the Guarantor,
as the case may be, in respect of each Note or Coupon shall be payable by it to the Bank and the guarantee
by the Guarantor pursuant to Condition 2 and any of its or any of the Company's obligations under the
Trust Deed, the Notes or the Coupons shall cease to be of any effect.
The Guarantor or the Company (provided that the Bank is then, and immediately thereafter will continue
to be, an authorised institution) may, by notice to the Trustee and without the consent of the Noteholders
or the Couponholders, elect that the Bank shall become the principal debtor on a subordinated basis under
the Trust Deed, the Notes and the Coupons in place of the Company (in the same manner as provided in
Condition 2 but with the substitution of references to the Bank in place of references to the Company in
Condition 2(a) and in place of references to the Guarantor in the final paragraph of Condition 2(b), the
deletion of the final paragraph of Condition 2(a) and the first three paragraphs of Condition 2(b) and the
substitution of references to the Bank in place of references to the Company and the Guarantor in
Condition 2(d)), in which event the Bank shall (and shall undertake in the Trust Deed that it shall)
immediately and without further formality become the principal debtor in such manner. Upon such change
taking effect references herein to the declaration or payment of dividends by the Guarantor shall be
substituted by references to the declaration or payment of dividends by the Bank. On the Bank becoming
legally and validly bound as principal debtor, the amounts that would otherwise have been payable by the
Company or the Guarantor, as the case may be, in respect of each Note or Coupon shall be payable by it
to the Bank and the guarantee of the Guarantor pursuant to Condition 2 and any of its or any of the
Company's obligations under the Trust Deed, the Notes or the Coupons shall cease to be of any effect.
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 Company (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 Company 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
Company, 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 Company.
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 Company 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
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Agent by a pounds sterling cheque drawn on, or, at the option of the payee, by transfer to a pounds sterling
account maintained by the payee with, a bank in London. 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.
Subject to Condition 8(b), if any payment is to be made in respect of interest, the Interest Payment Date
for which falls on or after the date on which the winding up of the Company or the Guarantor (except for
the purposes of a reconstruction or amalgamation the terms of which have previously been approved in
writing by the Trustee) has commenced, such payment shall be made only against presentation of the
relevant Note, and the Coupon for any such Interest Payment Date shall be void. In the event of the winding
up of the Company or the Guarantor (except as aforesaid) each Note which is presented for payment must
be presented together with all Coupons appertaining to such Note in respect of Arrears of Interest (if any),
failing which the amount payable in respect of any such missing Coupon (or, in the case of payment not
being made in full, that proportion of the amount so payable in respect of such missing Coupon which the
amount so paid bears to the total amount payable in respect of such Note (inclusive of Arrears of Interest
(if any) and accrued interest)) will be deducted from the sum due for payment on presentation of such Note.
In the case of any such missing Coupon, the amount so deducted will be payable in the manner mentioned
above against presentation and surrender of such Coupon within a period of five years from the Relevant
Date (as defined in Condition 7) in relation to the payment of such amount.
If the date for payment of any amount of principal or interest in respect of any Note is not at any place of
payment a business day, then the holder of such Note or the relevant Coupon shall not be entitled to
payment at that place of payment of the amount due until the next following business day at that place of
payment and shall cot be entitled to any further interest or other payment in respect of any such delay. In
this Condition 6 "business day" means any day on which banks are open for business in the relevant place
of payment and (in the case of payment by transfer to a pounds sterling account as referred to above) on
which dealings in pounds sterling are generally carried on both in London and in such place of
payment.
The names of the initial Paying Agents and their respective initial specified offices are set out below.
The Company or the Guarantor reserves the right, subject to the prior approval of the Trustee, at any lime
to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents
and to approve any change in the specified office through which any Paying Agent acts, provided that it will
at all times maintain (i) a Paying Agent having a specified office in a city approved by the Trustee in
mainland Europe, and (ii) so long as the Notes are listed on The International Stock Exchange of the
United Kingdom and the Republic of Ireland Limited (the "London Stock Exchange"), a Paying Agent
having a specified office in London or such other place as may be approved by the London Stock Exchange.
Notice of any termination or appointment and of any changes in the specified offices of the Paying Agents
will be given to the Noteholders promptly by the Company or the Guarantor in accordance with
Condition 12.
7. Taxation
All payments of principal and/or interest in respect of the Notes and the Coupons by the Company or the
Guarantor will be made without withholding of, or deduction for, or on account of, any present or future
taxes, duties assessments or charges of whatsoever nature imposed or levied by or on behalf of Guernsey
or the United Kingdom (in the case of payments by the Company) or the United Kingdom (in the case of
payments by the Guarantor) or any political sub-division thereof or any authority therein or thereof having
power to tax unless the withholding or deduction of such taxes, duties, assessments or charges is required
by law. In that event, the Company or the Guarantor, as the case may be, will, subject to Condition 2, pay
such additional amounts as may be necessary in order that the net amounts receivable by the Noteholders
or the Couponholders (as the case may be) after such withholding or deduction shall equal the respective
amounts of principal and/or interest which would have been receivable in respect of the Notes and/or
Coupons (as the case may be) in the absence of such withholding or deduction, except that no such
additional amounts shall be payable if, and to the extent that, any Note or Coupon is presented for
payment:
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(a) by or on behalf of any person who is liable to such taxes, duties, assessments or charges in respect of
such Note or Coupon by reason of his having some connection with Guernsey or the United Kingdom
(in the case of payments by the Company) or the United Kingdom (in the case of payments by the
Guarantor) other than the mere holding of or having a beneficial interest in such Note or Coupon;
or
(b) at any specified office in the United Kingdom of a Paying Agent; or
(c) more than 30 days after the Relevant Date except to the extent that the Noteholder or Couponholder
would have been entitled to additional amounts on presenting the same for payment at the expiry of
such period of 30 days.
As used in this Condition 7, the "Relevant Date" means (a) the date on which such payment first becomes
payable or (b) if the full amount of the monies payable has not been received by the Principal Paying Agent
(as defined in the Trust Deed) or the Trustee on or prior to such date, it means the date on which, the full
amount of such monies having been so received, notice to that effect shall have been given to the
Noteholders in accordance with Condition 12.
Any reference in these Terms and Conditions to principal and/or interest in respect of the Notes or
Coupons shall be deemed also to refer to any additional amounts which may be payable under this
Condition 7 or any undertakings given in addition thereto or in substitution therefor pursuant to the Trust
Deed.
8. Event of Default and Enforcement
(a) If default shall be made in the payment of any principal or interest due on the Notes for a period of
seven days or more in the case of principal or fourteen days or more in the case of interest the Trustee may,
subject as provided below, at its discretion and without further notice, institute proceedings for the winding
up of both the Company and the Guarantor, but may take no other action in respect of such default. For
the purpose of determining only whether the Trustee may institute proceedings as aforesaid and not for the
purpose of determining the amount payable by the Company or, as the case may be, the Guarantor in
respect of the Notes a payment otherwise due or compulsory shall be deemed to be so due or compulsory
notwithstanding that the relevant condition set out in Condition 2 is not satisfied.
(b) If, otherwise than for the purposes of reconstruction or amalgamation on terms previously approved
in Writing by the Trustee, an order is made or an effective resolution is passed for the winding up in
Guernsey of the Company, the Guarantor shall be deemed to have served notice on the Trustee of its
election, pursuant to Condition 5, to become on a subordinated basis (in the same manner as provided in
Condition 2) principal debtor under the Trust Deed, the Notes and the Coupons in place of the Company
in the same manner as provided in Condition 5, in which event the Guarantor shall immediately and without
further formality become the principal debtor in such manner.
(c) If, otherwise than for the purposes of reconstruction or amalgamation on terms previously approved
in writing by the Trustee, an order is made or an effective resolution is passed for the winding up in England
of the. Guarantor, the Notes shall immediately become due and repayable by the Company at their principal
amount together with Arrears of Interest, if any, and accrued interest as provided in the Trust Deed subject
to Condition 2.
(d) The Trustee may at its discretion and without further notice institute such proceedings against the
Company and/or the Guarantor as it may think fit to enforce any obligation, condition or provision binding
on the Company and/or the Guarantor under the Trust Deed, the Notes or the Coupons (other than any
obligation for the payment of any principal or interest in respect of the Notes or Coupons) provided that
neither the Company nor the Guarantor shall by virtue of the institution of any such proceedings be obliged
to pay any sum or sums sooner than the same would otherwise have been payable by it.
(c) The Trustee shall not be bound to take any of the actions referred to in paragraphs (a) or (d) above
to enforce the obligations of the Company and/or the Guarantor in respect of the Notes and Coupons or
any other proceedings pursuant to or in connection with the Trust Deed, the Notes or the Coupons unless
(i) it shall have been so directed by an Extraordinary Resolution of the Noteholders or so requested in
writing by the holders of at least one-fifth in principal amount of the Notes then outstanding and (ii) it shall
have been indemnified to its satisfaction
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