Obligation Barclay PLC 6% ( XS0150052388 ) en GBP

Barclay PLC

100 % ⇌

Royaume-uni

XS0150052388 ( en GBP )

6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Barclays PLC XS0150052388 en GBP 6%, échéance Perpétuelle

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 perpétuelle Barclays PLC (XS0150052388), émise au Royaume-Uni et libellée en GBP, affiche actuellement un prix de marché de 100%, offre un taux d'intérêt de 6% et une fréquence de paiement semestrielle.

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OFFERING CIRCULAR
Barclays Bank PLC
(incorporated with limited liability in England)
£400,000,000
6 per cent. Callable Perpetual Core Tier One Notes
Issue Price: 99.866 per cent.
The £400,000,000 6 per cent. Callable Perpetual Core Tier One Notes (the "TONs") of Barclays Bank PLC (the "Issuer")
will bear interest from (and including) 4th July, 2002 to (but excluding) 15th June, 2032 at a rate of 6 per cent. per
annum, payable semi-annually in arrear on 15th June and 15th December in each year, starting with 15th December,
2002. From (and including) 15th June, 2032, the TONs will bear interest at a rate, reset semi-annually, of 0.89 per cent.
per annum above the London interbank offered rate for six-month sterling deposits, payable semi-annually in arrear on
15th June and 15th 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 shares, or satisfy
payments of interest in respect of any Reserve Capital Instruments ("RCIs"), or redeem, purchase, reduce or otherwise
acquire any of their respective share capital or any securities of their respective subsidiary undertakings ranking, as to
payment of principal, pari passu with or junior to the TONs, other than 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 15th June, 2032 or on each Coupon
Payment Date (as defined herein) thereafter. In addition, the TONs may (at the option of the Issuer) be redeemed in the
event that the Issuer 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 written 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".
Application has been made to the FSA in its capacity as competent authority (the "United Kingdom Listing Authority")
under the Financial Services and Markets Act 2000 (the "FSMA") for the TONs to be admitted to the official list of the
United Kingdom Listing Authority (the "Official List"). Application has also been made 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 constitutes official listing on a stock exchange. A copy of this document, which comprises the
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
BNP PARIBAS
Goldman Sachs International
JPMorgan
Merrill Lynch International
Morgan Stanley
Cazenove
2nd July, 2002

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The Issuer accepts responsibility for the information contained in this document. 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 this document is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Any reference in this Offering Circular to listing particulars means this Offering Circular 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 United Kingdom 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.
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 neither the Issuer nor the Managers (as defined in
"Subscription and Sale" below) accepts responsibility for any such information or representation. This
document does not constitute an offer of, or an invitation to subscribe for, the TONs.
The distribution of this document and the offering or sale of the TONs in certain jurisdictions may be
restricted by law. 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.
The TONs have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and
comprise TONs in bearer form that are subject to United States tax law requirements.
The TONs will be represented initially by a temporary global TON (the "Temporary Global TON") which will
be deposited outside the United States with a common depositary for Clearstream Banking, société
anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear") on or about 4th July, 2002. The Temporary Global TON will be exchangeable for interests in a
permanent global TON (the "Permanent Global TON") on or after a date which is expected to be
13th August, 2002 upon certification as to non-U.S. beneficial ownership as required by U.S. Treasury
regulations and as described in the Temporary Global TON. Save in limited circumstances, TONs in definitive
bearer form will not be issued in exchange for interests in a Permanent Global TON.
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 "¤" 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 Bank PLC 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. However, there may be no obligation on Barclays Bank PLC 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.
TABLE OF CONTENTS
Page
Summary.......................................................................................................................................................
3
Investment Considerations .........................................................................................................................
7
Terms and Conditions of the TONs ...........................................................................................................
9
Use of Proceeds............................................................................................................................................
27
Summary of Provisions Relating to the TONs while in Global Form .....................................................
28
The Issuer and the Group ...........................................................................................................................
30
United Kingdom Taxation ...........................................................................................................................
37
Subscription and Sale ..................................................................................................................................
39
General Information.....................................................................................................................................
40
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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
£400,000,000.
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
15th June, 2032 or any Coupon Payment Date thereafter.
Interest
The TONs bear interest at a rate of 6 per cent. per annum from (and
including) 4th July, 2002 to (but excluding) 15th June, 2032, and
thereafter at a rate, reset semi-annually, of 0.89 per cent. per annum
above the London interbank offered rate for six-month sterling
deposits.
Coupon Payment Dates
Except as described below, Coupon Payments will be payable on
15th June and 15th December in each year, commencing on
15th December, 2002, in respect of the period to and including
15th December, 2032, and thereafter, subject to adjustment for
non-business days, on 15th June and 15th December in each year.
Subordination
The rights and claims of the TON Holders and the Couponholders
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
circumstances, a solvent winding-up), the holder of each TON will,
for the purpose only of calculating the amounts payable in respect of
each TON, rank pari passu with the 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 the
principal amount of the relevant TON (and no amounts will be
payable in respect of any Coupon).
Deferral of Coupon Payments
If the Issuer, at its sole discretion, determines, on the 20th business
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 Payment 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 a Deferred Coupon Payment.
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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 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 Subsidiary) 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 share capital or
any securities of any of their respective subsidiary undertakings
ranking, as to the right of repayment of principal, pari passu with or
junior to the TONs (other than 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 in accordance with
the alternative coupon satisfaction mechanism.
Alternative coupon satisfaction
Investors will always receive payments made in respect of TONs in
mechanism
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
issuing its ordinary shares to the Trustee or its agent. In such event,
the Trustee or its agent will exchange such ordinary shares for
ordinary shares in the Holding Company which when sold will
provide a cash amount which the Principal Paying Agent, on behalf
of the Trustee, will pay 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 required to be
issued in order to enable the Trustee or its agent to raise the full
amount of money due on the relevant payment date to TON
Holders. The Issuer has agreed to fund any shortfall as at the
relevant payment date arising on the sale of such shares 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, exchange and sale mechanism to that
summarised above.
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 from time to time any Deferred Coupon
Payment and, if the Issuer does not redeem the TONs on the First
Reset Date, the next two Coupon Payments 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 Disruption Event continues for
14 days or more.
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Suspension
If, following any takeover offer or any reorganisation, restructuring
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 documentation relating
to the TONs as determined by an independent investment bank to
be appropriate in order to preserve substantially 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 notified to the Issuer and
the Trustee, each TON will (subject to the prior consent of the FSA)
be redeemed at its Suspension Redemption Price.
Additional amounts
The Issuer will pay additional amounts to TON Holders to gross up
payments upon the imposition of UK withholding tax, subject to
customary exceptions.
Exchange, variation or redemption
The Issuer may, subject to the prior consent of the FSA, redeem all,
for taxation reasons
but not some only, of the TONs at their principal amount together
with any Outstanding Payments 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 payments of interest falling due on
or prior to 15th 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
Condition is met, redeem all, but not some only, of the TONs at their
principal amount together with any Outstanding Payments.
Exchange, variation or redemption
The TONs will qualify as Tier 1 Capital for the purposes of the FSA's
for regulatory reasons
capital adequacy regulations. If at any time the TONs cease 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 provided the Auditors have
reported to the Trustee within the previous six months that the
Solvency Condition is met, redeem all, but not some only, of the
TONs at their principal amount together with any Outstanding
Payments.
Remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any
TON Holder or Couponholder 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.
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Form
Bearer. The TONs will be represented initially by the Temporary
Global TON which will be deposited outside the United States with a
common depositary for Clearstream, Luxembourg and Euroclear on
or about 4th July, 2002. The Temporary Global TON will be
exchangeable for interests in a Permanent Global TON on or after a
date which is expected to be 13th August, 2002 upon certification
as to non-US beneficial ownership as required by US Treasury
regulations and as described in the Temporary Global TON. Save in
limited circumstances, TONs in definitive bearer form with coupons
and a talon attached on issue will not be issued in exchange for
interests in the Permanent Global TON.
Listing
London.
Governing Law
English.
Rating
The TONs are expected to be assigned an Ad rating by Standard &
Poor's Rating Services, a division of The McGraw-Hill Companies,
Inc. and an Aa3 rating by Moody's Investors Service, Inc. A credit
rating is not a recommendation to buy, sell or hold securities and
may be subject to revision, suspension or withdrawal at any time by
the relevant rating organisation.
Investment Considerations
Prospective investors should carefully consider the information
under "Investment Considerations" in conjunction with the other
information contained in this document.
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INVESTMENT CONSIDERATIONS
Prospective investors should carefully consider the following information in conjunction with the other
information contained 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. Any such Deferred Coupon
Payment will not bear interest, and during the period of such deferral 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 shares, or satisfy payments of interest in
respect of RCIs or (b) redeem, purchase, reduce or otherwise acquire any of their respective share capital or
any securities of any of their respective subsidiary undertakings ranking, as to the right of repayment of
principal, equal with or junior to the TONs (other than 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 AND EXCHANGE 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 15th June, 2032, the TONs may be exchanged or their terms
varied so that they become Upper Tier 2 Securities (bearing interest at a rate of 0.25 per cent. per annum
below the Coupon Rate on the TONs, subject to any step-up on such 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 outstanding principal amount 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 uses the alternative coupon satisfaction mechanism either to make a Deferred Coupon Payment
or, if the Issuer does not redeem the TONs on the First Reset Date, to make any Payment and a sufficient
number of ordinary shares in the Issuer or the Holding Company is 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 is 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 a decision by the Issuer 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 or Couponholder for recovery of amounts owing in respect of the TONs
and Coupons 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 the principal amount of the
relevant TON (and no amounts will be payable in respect of any Coupon).
LIQUIDITY
The TONs constitute a new issue of securities. Prior to this issue, there will have been no public market for
the TONs. 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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TERMS AND CONDITIONS OF THE TONs
The following, subject to alteration, are the terms and conditions of the TONs which will be endorsed on each
TON in definitive form (if issued).
The TONs are constituted by the Trust Deed. The issue of the TONs was authorised pursuant to a resolution
of a committee of the Board of Directors of the Issuer passed on 27th June, 2002. The statements in these
Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed.
Copies of the Trust Deed, the Agency Agreement and the Calculation Agency Agreement are available for
inspection during normal business hours by the TON Holders and the Couponholders at the principal office
of the Trustee, being at the date hereof at 101 Barclay Street, New York, NY 10286, United States of America,
and at the specified office of each of the Paying Agents. The TON Holders and the Couponholders are entitled
to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed, the
Agency Agreement and the Calculation Agency Agreement applicable to them.
1. Form, Denomination and Title
(a) Form and Denomination
The TONs are serially numbered and in bearer form in the Authorised Denominations each with
Coupons and one Talon attached on issue.
(b) Title
Title to the TONs, Coupons and Talons will pass by delivery. The bearer of any TON will (except as
otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its
absolute owner for all purposes (whether or not it is overdue and regardless of any notice of
ownership, trust or any interest in it or its theft or loss or anything written on it) and no person will
be liable for so treating the TON Holder.
2. Status and Subordination
(a) Status
The TONs constitute direct, unsecured, subordinated securities of the Issuer and rank pari passu
without any preference among themselves.
(b) Subordination
(i) Condition of Payment: The rights and claims of the TON Holders and the Couponholders are
subordinated to the claims of Senior Creditors, in that payments in respect of the TONs
(including the issue of Issuer Shares in accordance with Condition 6) are conditional upon the
Issuer being solvent at the time of payment (or issue of such Issuer Shares) by the Issuer and in
that no principal or Payments shall be due and payable in respect of the TONs (including the
issue of Issuer Shares in accordance with Condition 6) except to the extent that the Issuer
could make such payment (or issue such Issuer Shares) and still be solvent immediately
thereafter. In these Terms and Conditions the Issuer shall be considered to be solvent if (i) it is
able to pay its debts to Senior Creditors as they fall due and (ii) if the Auditors of the Issuer have
reported to the Trustee within the previous six months that the Solvency Condition has been
satisfied.
(ii) Solvency Claims: Amounts representing any payments of principal or interest in respect of
which the conditions referred to in Condition 2(b)(i) are not satisfied on the date upon which
the same would otherwise be due and payable ("Solvency Claims") will be payable by the
Issuer in a winding-up of the Issuer (in the case of a Solvency Claim relating to principal only)
as provided in Condition 3 or on any redemption (subject to Condition 2(b)(i)). A Solvency
Claim shall not bear interest.
(iii) Set-off: Subject to applicable law, no TON Holder or Couponholder may exercise, claim or
plead any right of set-off, compensation or retention in respect of any amount owed to it by
the Issuer arising under or in connection with the TONs and each TON Holder and
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Job: 11295F--
Date: 26-06-02
Area: A1
Operator: KW
Typesetter ID: DESIGN:
ID Number: 3667
TCP No. 7
Time: 12:06
Rev: 0 Gal: 0010
Couponholder shall, by virtue of his holding of any TON or Coupon, be deemed to have waived
all such rights of set-off, compensation or retention.
For the avoidance of doubt, if the Issuer would otherwise not be solvent for the purposes of the above
Condition 2(b), any sums which would otherwise be payable in respect of the TONs will be available to
meet the losses of the Issuer.
3. Winding-up
If at any time an order is made, or an effective resolution is passed, for the winding-up of the Issuer
(except in any such case for a solvent winding-up solely for the purpose of a reconstruction,
amalgamation or the substitution in place of the Issuer of a successor in business of the Issuer (as
defined in the Trust Deed), the terms of which reconstruction, amalgamation or substitution have
previously been approved in writing by the Trustee or by an Extraordinary Resolution (as described in
the Trust Deed)), there shall be payable by the Issuer in respect of each TON (in lieu of any other
payment by the Issuer), such amount, if any, as would have been payable to a TON Holder if, on the day
prior to the commencement of the winding-up and thereafter, such TON Holder were the holder of one
of a class of preference shares in the capital of the Issuer having an equal right to a return of assets in the
winding-up to and so ranking pari passu with the holders of the RCIs and with the holders of that class
or classes of preference shares (if any) from time to time issued by the Issuer which have a preferential
right to a return of assets in the winding-up over, and so rank ahead of, the holders of all other classes of
issued shares for the time being in the capital of the Issuer, but ranking junior to the claims of Senior
Creditors and junior to any notional class of preference shares in the capital of the Issuer by reference to
which the amount payable in respect of any Junior Subordinated Debt in a winding-up of the Issuer is
determined and senior to all other classes of issued shares (save as aforesaid) for the time being in the
capital of the Issuer, on the assumption that the amount that such TON Holder was entitled to receive in
respect of such preference share, on a return of assets in such winding-up, was an amount equal to the
principal amount of the relevant TON (and, in any such case, no amounts will be payable in respect of
any Coupon, including for the avoidance of doubt, any Deferred Coupon Payments).
4. Coupon Deferral
The Issuer must make each Coupon Payment on the relevant Coupon Payment Date subject to and in
accordance with these Terms and Conditions. However, if on the 20th business day preceding the date
on which any Coupon Payment would, in the absence of deferral in accordance with this Condition 4, be
due and payable, the Deferral Condition is satisfied, any such Coupon Payment may be deferred by the
Issuer giving notice to the Trustee, the TON Holders, the Principal Paying Agent and the Calculation
Agent not less than 16 business days prior to such date. The Issuer shall satisfy any such Deferred
Coupon Payment on any redemption of the TONS.
If the Issuer has given such notice then (i) from the date of such notice until the Issuer next makes a
Coupon Payment, neither the Issuer nor the Holding Company respectively may (a) declare or pay a
dividend (other than a final dividend declared by the Shareholders of the Holding Company before such
Coupon Payment is so deferred, or a dividend paid by the Issuer to the Holding Company or to another
wholly-owned Subsidiary) on any of their respective ordinary shares or preference shares, or satisfy any
payments of interest in respect of any RCI or (b) redeem, purchase, reduce or otherwise acquire any of
their respective share capital or any securities of any of their respective subsidiary undertakings
ranking, as to the right of repayment of principal, pari passu with or junior to the TONs (other than
shares or other securities held by the Holding Company or a wholly-owned Subsidiary) and (ii) any such
Deferred Coupon Payment shall be satisfied only in accordance with Condition 6. For the avoidance of
doubt, no amount will be payable by way of interest on any such Deferred Coupon Payment, save as
provided in Condition 6(e).
5. Coupon Payments
(a) Coupon Payment Dates
The TONs bear interest at the Coupon Rate from (and including) the Issue Date and such interest
will (subject to Conditions 2(b)(i), 4, 6(d), 6(e) and 8(d)) be payable on each Coupon Payment
Date. Each TON will cease to bear interest from the due date for redemption unless, upon due
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