Obligation Lloyds Bank Group 6.375% ( XS1043545059 ) en EUR

Lloyds Bank Group

98.89 % ▼

Royaume-uni

XS1043545059 ( en EUR )

6.375% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Lloyds Banking Group XS1043545059 en EUR 6.375%, échéance Perpétuelle

27/06/2025 ( Dans 13 jours )

Lloyds Banking Group est une société de services financiers britanniques offrant une gamme de services bancaires aux particuliers et aux entreprises, notamment des comptes courants, des prêts hypothécaires, des services de gestion de patrimoine et des assurances, opérant principalement au Royaume-Uni.

L'Obligation émise par Lloyds Bank Group ( Royaume-uni ) , en EUR, avec le code ISIN XS1043545059, paye un coupon de 6.375% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle

Lloyds Banking Group plc
(incorporated in Scotland with limited liability under the Companies Act 1985 with registered number 95000)
£1,480,784,000 7.000 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent
Convertible Securities Callable 2019
£1,494,392,000 7.625 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent
Convertible Securities Callable 2023
£750,009,000 7.875 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent
Convertible Securities Callable 2029
750,000,000 6.375 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent
Convertible Securities Callable 2020
On 6 March 2014, Lloyds Banking Group plc (the "Issuer" or "LBG") announced an offer to the holders of certain enhanced capital notes issued by LBG Capital
No. 1 plc and LBG Capital No. 2 plc, to exchange their enhanced capital notes for "Additional Tier 1 Securities" (as defined below) to be issued by the Issuer (the
"Exchange Offer").
This document constitutes the listing particulars (the "Listing Particulars") in respect of the admission of the Additional Tier 1 Securities to the Official List and to
trading on the Global Exchange Market ("GEM") of the Irish Stock Exchange ("ISE"). The Additional Tier 1 Securities are expected to be admitted to trading on
GEM which is the exchange regulated market of the ISE from 9 April 2014. Application will be made to the ISE for listing of the Additional Tier 1 Securities. GEM
is not a regulated market for the purposes of Directive 2004/39/EC.
The Additional Tier 1 Securities comprise £1,480,784,000 7.000 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible
Securities Callable 2019 (the "Sterling PNC5 Additional Tier 1 Securities"), £1,494,392,000 7.625 per cent. Fixed Rate Reset Additional Tier 1 Perpetual
Subordinated Contingent Convertible Securities Callable 2023 (the "Sterling PNC9 Additional Tier 1 Securities"), £750,009,000 7.875 per cent. Fixed Rate Reset
Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Callable 2029 (the "Sterling PNC15 Additional Tier 1 Securities", together with the
Sterling PNC5 Additional Tier 1 Securities and the Sterling PNC9 Additional Tier 1 Securities, the "Sterling denominated Additional Tier 1 Securities") and
750,000,000 6.375 per cent. Fixed Rate Reset Additional Tier 1 Perpetual Subordinated Contingent Convertible Securities Callable 2020 (the "Euro Additional
Tier 1 Securities" and, together with the Sterling denominated Additional Tier 1 Securities, the "Additional Tier 1 Securities"). The terms and conditions of the
Additional Tier 1 Securities are set out more fully in "Terms and Conditions of the Sterling PNC5 Additional Tier 1 Securities", "Terms and Conditions of the
Sterling PNC9 Additional Tier 1 Securities", "Terms and Conditions of the Sterling PNC15 Additional Tier 1 Securities" and "Terms and Conditions of the Euro
Additional Tier 1 Securities" (together, the "Additional Tier 1 Securities Conditions").
The Additional Tier 1 Securities constitute direct, unsecured and subordinated obligations of the Issuer and rank pari passu and without any preference among
themselves.
Subject to certain conditions, the Issuer may elect to redeem any Series of Additional Tier 1 Securities on the First Reset Date of the relevant Series or any
subsequent Reset Date of such Series, or at any time if a Capital Disqualification Event or Tax Event has occurred and is continuing in respect of a Series of
Additional Tier 1 Securities at their principal amount together with accrued interest.
The Additional Tier 1 Securities will bear interest on their nominal amount from (and including) the Issue Date at the applicable Interest Rates described below.
Subject as set out in the relevant Additional Tier 1 Securities Conditions, interest shall be payable quarterly in arrear on each Interest Payment Date in equal
instalments, except that the first payment of interest, scheduled to be made on 27 June 2014, will be in respect of the period from and including the Issue Date to but
excluding 27 June 2014, all as more particularly described in the relevant Additional Tier 1 Securities Conditions "5. Interest".
In respect of the Sterling PNC5 Additional Tier 1 Securities, for each Interest Period which commences prior to 27 June 2019, the Interest Rate shall be 7.000 per
cent. per annum. For each Interest Period which commences on or after 27 June 2019, the Interest Rate shall be the sum of: (a) the Reset Reference Rate calculated
in accordance with the Additional Tier 1 Securities Conditions; and (b) the Margin of 5.06 per cent. per annum.
In respect of the Sterling PNC9 Additional Tier 1 Securities, for each Interest Period which commences prior to 27 June 2023, the Interest Rate shall be 7.625 per
cent. per annum. For each Interest Period which commences on or after to 27 June 2023, the Interest Rate shall be the sum of: (a) the Reset Reference Rate
calculated in accordance with the Additional Tier 1 Securities Conditions; and (b) the Margin of 5.01 per cent. per annum.
In respect of the Sterling PNC15 Additional Tier 1 Securities, for each Interest Period which commences prior to 27 June 2029, the Interest Rate shall be 7.875 per
cent. per annum. For each Interest Period which commences on or after to 27 June 2029, the Interest Rate shall be the sum of: (a) the Reset Reference Rate
calculated in accordance with the Additional Tier 1 Securities Conditions; and (b) the Margin of 4.83 per cent. per annum.
In respect of the Euro Additional Tier 1 Securities, for each Interest Period which commences prior to 27 June 2020, the Interest Rate shall be 6.375 per cent. per
annum. For each Interest Period which commences on or after to 27 June 2020, the Interest Rate shall be the sum of: (a) the Reset Reference Rate calculated in
accordance with the Additional Tier 1 Securities Conditions; and (b) the Margin of 5.29 per cent. per annum.
Interest on the Additional Tier 1 Securities is due and payable only at the sole discretion of the Issuer subject to the Additional Tier 1 Securities Conditions.
Accordingly, the Issuer may elect to cancel any interest payment (or any part thereof) which would otherwise be payable on any Interest Payment Date and in certain
circumstances described herein interest payments will be cancelled mandatorily.
If the Issuer determines that the CET1 Ratio as at any Quarterly Financial Period End Date or Extraordinary Calculation Date, as the case may be, is less than 7.00
per cent. on such date (the "Conversion Trigger"), all amounts of principal in relation to each Series of Additional Tier 1 Securities shall be irrevocably discharged
and satisfied by its Conversion into Ordinary Shares, credited as fully paid and the issuance and delivery of such Ordinary Shares to the Settlement Shares
Depositary. The Additional Tier 1 Securities are not convertible at the option of the holders of the Additional Tier 1 Securities (each an "AT1 Securityholder" and
together, the "AT1 Securityholders") at any time.
The Prudential Regulation Authority (the "PRA") or other relevant authority may also require the Additional Tier 1 Securities to be written off or converted to
Ordinary Shares in certain circumstances, with a view to preserving or restoring the viability of LBG, pursuant to an applicable statutory loss absorption regime.
The Additional Tier 1 Securities are perpetual securities and have no fixed maturity date or fixed redemption date. The Issuer shall only have the right to repay them
or purchase them in accordance with the Additional Tier 1 Securities Conditions.
The Additional Tier 1 Securities are in registered form. The Euro Additional Tier 1 Securities are issued in denominations of 200,000 and integral multiples of
1,000 in excess thereof and each Series of Sterling Additional Tier 1 Securities are issued in denominations of £200,000 and integral multiples of £1,000 in excess
thereof.

9 April 2014

The Additional Tier 1 Securities are rated BB, by Fitch Ratings Limited ("Fitch") and BB- by Standard & Poor's Credit Market Services Europe Limited ("S&P"),
each of which are established in the European Union (the "EU") and registered under Regulation (EC) No 1060/2009, as amended. A security rating is not a
recommendation to buy, sell or hold Additional Tier 1 Securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made to the Irish Stock
Exchange for the Additional Tier 1 Securities to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market
of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC.

You should read the whole of this document and the documents incorporated herein by reference. In particular, your attention is drawn to the risk factors
described in the section entitled "Risk Factors" set out on pages 15 to 64 of this document, which you should read in full.
Certain information in relation to the Issuer has been incorporated by reference into this document, as set out in the section entitled "Documents Incorporated by
Reference" on page 5 of this document.
Capitalised terms used but not otherwise defined in these Listing Particulars shall have the meanings given to them in the section "Definitions" or in the Additional
Tier 1 Securities Conditions.

IMPORTANT NOTICES
This document constitutes the Listing Particulars in respect of the admission of the Additional Tier 1
Securities to the Official List and to trading on GEM of the ISE and for the purpose of giving information
with regard to the Lloyds Group (as defined below) and the Additional Tier 1 Securities which according to
the particular nature of the Issuer and the Additional Tier 1 Securities, is necessary to enable investors to
make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of
the Issuer. The Issuer (the "Responsible Person") 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.
These Listing Particulars are to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference" below).
The Additional Tier 1 Securities have not and will not be registered under the U.S. Securities Act of 1933, as
amended, (the "Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions,
Additional Tier 1 Securities may not be offered, sold or delivered within the United States or to U.S. Persons.
No person is, or has been, authorised to give any information or to make any representation other than as
contained in these Listing Particulars in their entirety in connection with the Exchange Offer or the issue or
offering of the Additional Tier 1 Securities and, if given or made, such information or representation must not
be relied upon as having been authorised by the Issuer. The delivery of these Listing Particulars shall not,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer and
it's subsidiary and associated undertakings (the "Group") since the date hereof or the date upon which this
document has been most recently amended or supplemented or that any other information supplied in
connection with the Exchange Offer is correct as of any time subsequent to the date on which it is supplied or,
if different, the date indicated in the document containing the same.
Neither these Listing Particulars nor any other information supplied in connection with the Exchange Offer (i)
is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation or constituting an invitation or offer by the Issuer that any recipient of these Listing
Particulars or any other information supplied in connection with the Exchange Offer should purchase any
Additional Tier 1 Securities. Each investor contemplating participating in the Exchange Offer should make its
own independent investigation of the financial condition and affairs, and its own appraisal of the credit-
worthiness, of the Issuer. Neither these Listing Particulars nor any other information supplied in connection
with the Exchange Offer constitutes an offer of, or an invitation by or on behalf of the Issuer to any person to
subscribe for or purchase, any Additional Tier 1 Securities. These Listing Particulars do not constitute or form
part of, and should not be construed as, an offer for sale or subscription of, or a solicitation of any offer to buy
or subscribe for, the Additional Tier 1 Securities. The distribution of this document may nonetheless be
restricted by law in certain jurisdictions. Persons into whose possession this document comes are required by
the Issuer to inform themselves about, and to observe, any such restrictions. These Listing Particulars do not
constitute an offering in any circumstances in which such offering is unlawful. The Issuer will not incur any
liability for its own failure or the failure of any other person or persons to comply with the provisions of any
such restrictions.
Each potential investor in the Additional Tier 1 Securities should determine the suitability of such investment
in light of its own circumstances. In particular, each potential investor should:
A17865888/1.10a/08 Apr 2014
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(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Additional Tier 1
Securities, the merits and risks of investing in the Additional Tier 1 Securities and the information
contained or incorporated by reference in these Listing Particulars;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Additional Tier 1 Securities and the impact the
Additional Tier 1 Securities will have on its overall investment portfolio;
(iii) understand thoroughly the terms of the Additional Tier 1 Securities, such as the provisions governing a
Conversion (including, in particular, the circumstances under which a Conversion Trigger may occur)
and the situations in which interest payments may be cancelled or deemed cancelled; and
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in these Listing Particulars or
incorporated by reference herein.
In these Listing Particulars, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area, references to "", "euro" and "EUR" are to the lawful
currency of the member states of the European Union that have adopted the single currency in accordance
with the Treaty establishing the European Community, as amended by the Treaty on European Union and the
Treaty of Amsterdam, references to "£" and "pounds sterling" are to the lawful currency for the time being of
the United Kingdom and Northern Ireland, and references to "Euroclear" and "Clearstream, Luxembourg"
shall include any successor clearing systems. For the purposes of these Listing Particulars, the terms
"Group", "Lloyds" or "Lloyds Banking Group" shall mean Lloyds Banking Group plc and its subsidiary
and associated undertakings, unless the context indicates otherwise. The term "PRA" shall mean the
Prudential Regulation Authority of the United Kingdom (which is the successor of the Financial Services
Authority (the "FSA") as of 1 April 2013) or such other governmental authority in the United Kingdom (or if
Lloyds Banking Group plc becomes domiciled in a jurisdiction other than the United Kingdom, such other
jurisdiction) having primary responsibility for the prudential supervision of Lloyds Banking Group plc.
Forward-Looking Statements
These Listing Particulars and the information incorporated by reference herein include certain
"forward-looking statements". Statements that are not historical facts, including statements about the Issuer or
its directors' and or management's beliefs and expectations are forward-looking statements. Words such as
"believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would",
"could", "considered", "likely", "estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not the exclusive means of
identifying such statements. By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend upon future circumstances that may or may not occur, many of which are
beyond the Issuer's control and all of which are based on the Issuer's current beliefs and expectations about
future events. Such forward-looking statements involve known and unknown risks, uncertainties and other
factors, which may cause the actual results, performance or achievements of the Issuer or the Group, or
industry results, to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements are based on numerous
assumptions regarding the Issuer's and the Group's present and future business strategies and the environment
in which the Group will operate in the future. These forward-looking statements speak only as at the date of
these Listing Particulars.
A17865888/1.10a/08 Apr 2014
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Investors should specifically consider all of the information set out in, and incorporated by reference into,
these Listing Particulars before making any investment decision. In particular, investors should consider the
risks, uncertainties and other factors as set out in the section entitled "Risk Factors" of these Listing
Particulars, which include general risks relating to the Group and risks relating to the Additional Tier 1
Securities.
Except as required by the FCA, PRA, and/or the Irish Stock Exchange or any other applicable law or
regulation, the Issuer expressly disclaims any obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in these Listing Particulars or incorporated by
reference herein to reflect any change in the Issuer's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Any forward-looking statements are made subject to the reservations specified under "Forward-Looking
Statements" in the Issuer's Annual Report on Form 20-F for the year ended 31 December 2013.
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DOCUMENTS INCORPORATED BY REFERENCE
The following information has been previously published or are published simultaneously with these Listing
Particulars and which have been filed with the ISE and shall be deemed to be incorporated in, and to form
part of, these Listing Particulars:
(i)
Lloyds Banking Group plc's Annual Report for the year ended 31 December 2013 on Form 20-F filed
with the U.S. Securities and Exchange Commission (the "SEC") on 5 March 2014, including the
audited consolidated annual financial statements of the Group, together with the audit report thereon;
(ii)
Form 6-K dated 5 March 2014 containing the Group's ratio of earnings to fixed charges as at 31
December 2013 and for the years ended 31 December 2012, 2011, 2010 and 2009;
(iii) Form 6-K dated 5 March 2014 containing the Group's capitalisation and indebtedness on a
consolidated basis in accordance with International Financial Reporting Standards ("IFRS") as at 31
December 2013; and
(iv)
the announcement made by the Issuer on 6 March 2014 entitled "Lloyds Banking Group: Exchange
Offers and Retail Tender Offers for Enhanced Capital Notes",
all of which shall be deemed to be incorporated in, and form part of, these Listing Particulars, save that any
statements contained in a document which is deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for the purpose of these Listing Particulars to the extent that a statement
contained, or incorporated by reference, herein modifies or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of these Listing Particulars.
The Issuer will provide, without charge, to each person to whom a copy of these Listing Particulars has been
delivered, upon the oral or written request of such person, a copy of any or all of the documents which are
incorporated in whole or in part by reference herein. Written or oral requests for such documents should be
directed to the Issuer at its principal office set out at the end of these Listing Particulars. Documents
incorporated by reference in these Listing Particulars will be made available on the website of LBG at
http://www.lloydsbankinggroup.com/investors.
Neither the content of the Issuer's website nor any other website nor the content of any website accessible
from hyperlinks on Issuer's website nor any other website is incorporated into, or forms part of, these Listing
Particulars.
The Issuer has applied IFRS as issued by the International Accounting Standards Board and as adopted by the
EU in the financial statements incorporated by reference above. A summary of the significant accounting
policies for the Issuer is included in each of the Annual Reports.
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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 5
OVERVIEW ....................................................................................................................................................... 7
RISK FACTORS ...............................................................................................................................................15
FORMS OF ADDITIONAL TIER 1 SECURITIES CONDITIONS ................................................................65
SUMMARY OF THE ADDITIONAL TIER 1 SECURITIES WHILE IN GLOBAL FORM ........................152
LLOYDS BANKING GROUP .......................................................................................................................157
TAXATION .....................................................................................................................................................179
GENERAL INFORMATION ..........................................................................................................................181
DEFINITIONS ................................................................................................................................................185

A17865888/1.10a/08 Apr 2014
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OVERVIEW
The following does not purport to be complete and is qualified in its entirety by the more detailed information
provided elsewhere in these Listing Particulars. Capitalised terms shall, unless the context otherwise requires,
have the meanings set out under "Definitions" or in the Additional Tier 1 Securities Conditions below.
Issuer
Lloyds Banking Group plc.
Status of the Additional Tier 1
The Additional Tier 1 Securities constitute direct, unsecured
Securities
and subordinated obligations of the Issuer and rank pari passu
and without any preference among themselves.
Subordination of the Additional Tier 1
Winding-up prior to the Conversion Trigger
Securities in a winding-up or
If, at any time prior to the date on which a Conversion Trigger
administration
occurs, the Issuer is in a winding-up or an administrator is
appointed and such administrator declares, or gives notice that
it intends to declare and distribute a dividend, there shall be
payable by the Issuer in respect of each Additional Tier 1
Security (in lieu of any other payment by the Issuer), such
amount, if any, as would have been payable to the AT1
Securityholder
if,
throughout
such
winding-up
or
administration, such AT1 Securityholder were the holder of one
of a class of notional preference shares having an equal right to
a return of assets in the winding-up or administration to, and so
ranking pari passu with, the holders of the most senior class or
classes of issued preference shares in the capital of the Issuer
from time to time (if any) and which have a preferential right to
a return of assets in the winding-up or administration 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 and such
claim shall rank junior to the claims of Senior Creditors, and on
the assumption that the amount that such holder was entitled to
receive in respect of each notional preference share on a return
of assets in such winding-up or administration were an amount
equal to the principal amount of the relevant Additional Tier 1
Security together with, to the extent not otherwise included
within the foregoing, any other amounts attributable to the AT1
Security, including any accrued but unpaid interest thereon (to
the extent not cancelled in accordance with the Conditions) and
any damages awarded for breach of any obligations, whether or
not the conditions referred to in Condition 4(a) are satisfied on
the date upon which the same would otherwise be due and
payable.
"Senior Creditors" means creditors of the Issuer (a) who are
unsubordinated creditors, (b) whose claims are, or are
expressed to be, subordinated to the claims of unsubordinated
creditors of the Issuer but not further or otherwise or (c) whose
claims are, or are expressed to be, junior to the claims of other
creditors of the Issuer, whether subordinated or unsubordinated,
A17865888/1.10a/08 Apr 2014
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other than those whose claims rank, or are expressed to rank,
pari passu with, or junior to, the claims of the holders of the
Additional Tier 1 Securities in a winding-up occurring prior to
the Conversion Trigger.
On or after the Conversion Trigger
If at any time on or after the date on which a Conversion
Trigger occurs, the Issuer is in a winding-up or an administrator
is appointed and such administrator declares, or gives notice
that it intends to declare and distribute a dividend, but the
relevant Ordinary Shares to be issued and delivered to the
Settlement Shares Depositary on Conversion have not been so
delivered, there shall be payable by the Issuer in respect of each
Additional Tier 1 Security (in lieu of any other payment by the
Issuer), such amount, if any, as would have been payable to the
AT1 Securityholder if, throughout such winding-up or
administration, such AT1 Securityholder were the holder of
such number of Ordinary Shares as that AT1 Securityholder
would have been entitled to receive on Conversion (ignoring
for these purposes the Issuer's right to make an election for a
Conversion Shares Offer to be effected), whether or not the
conditions referred to in Condition 4(a) are satisfied on the date
upon which the same would otherwise be due and payable.
No set-off
Subject to applicable law, no AT1 Securityholder may exercise,
claim or plead any right of set-off, compensation or retention in
respect of any amount owed to it by the Issuer in respect of, or
arising under or in connection with the Additional Tier 1
Securities and each AT1 Securityholder shall, by virtue of its
holding of any Additional Tier 1 Security be deemed to have
waived all such rights of set-off, compensation or retention.
Interest Payment Dates / Business Day
As indicated in the relevant Additional Tier 1 Securities
Conventions
Conditions.
Conditions to Payment
Other than in a winding-up or administration of the Issuer or in
relation to the payment of any cash component of any
Alternative Consideration, all payments in respect of or arising
from (including any damages for breach of any obligations
under) the Additional Tier 1 Securities are conditional upon the
Issuer being solvent (within the meaning given in Condition
4(a)) at the time of payment by the Issuer and no principal,
interest or other amount shall be due and payable in respect of
or arising from the Additional Tier 1 Securities except to the
extent that the Issuer could make such payment and still be
solvent immediately thereafter.
Interest Cancellation
Optional cancellation of interest
The Issuer may at any time elect to cancel any Interest Payment
(or any part thereof) which would otherwise be payable on any
Interest Payment Date.
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Mandatory cancellation of interest
Further, the Issuer shall cancel any Interest Payment (or, as
appropriate, part thereof) on the Additional Tier 1 Securities in
respect of any Interest Payment Date to the extent that the
Issuer has an amount of Distributable Items on such Interest
Payment Date that is less than the sum of (i) all payments
(other than redemption payments) made or declared by the
Issuer since the end of the last financial year of the Issuer and
prior to such Interest Payment Date on or in respect of any
Parity Securities, the Additional Tier 1 Securities and any
Junior Securities and (ii) all payments (other than redemption
payments) payable by the Issuer on such Interest Payment Date
(x) on the Additional Tier 1 Securities and (y) on or in respect
of any Parity Securities or any Junior Securities, in the case of
each of (i) and (ii), excluding any payments already accounted
for in determining the Distributable Items of the Issuer.
"Distributable Items" has the meaning assigned to such term in
CRD IV (as the same may be amended or replaced from time to
time) as interpreted and applied in accordance with the
Applicable Regulations then applicable to the Issuer but
amended so that any reference therein to "before distributions
to holders of own funds instruments" shall be read as a
reference to "before distributions by the Issuer to holders of
Parity Securities, the Additional Tier 1 Securities or any Junior
Securities".
"Junior Securities" means (i) any Ordinary Share or other
securities of the Issuer ranking, or expressed to rank, junior to
the Additional Tier 1 Securities in a winding-up or
administration of the Issuer occurring prior to the Conversion
Trigger and/or (ii) any securities issued by any other member of
the Group where the terms of such securities benefit from a
guarantee or support agreement entered into by the Issuer
which ranks, or is expressed to rank, junior to the Additional
Tier 1 Securities in a winding-up or administration of the Issuer
occurring prior to the Conversion Trigger.
"Parity Securities" means (i) the most senior ranking class or
classes of preference shares in the capital of the Issuer from
time to time and any other securities of the Issuer ranking, or
expressed to rank, pari passu with the Additional Tier 1
Securities and/or such preference shares in a winding-up or
administration of the Issuer occurring prior to the Conversion
Trigger and/or (ii) any securities issued by any other member of
the Group where the terms of the securities benefit from a
guarantee or support agreement entered into by the Issuer
which ranks or is expressed to rank pari passu with the
Additional Tier 1 Securities and/or such preference shares in a
winding-up or administration of the Issuer occurring prior to
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