Obligation Veridian Money UK 8.75% ( XS1516312409 ) en GBP

Veridian Money UK

100 % ▼

Royaume-Uni

XS1516312409 ( en GBP )

8.75% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Virgin Money UK XS1516312409 en GBP 8.75%, échue

200 000 GBP

230 000 000 GBP

Virgin Money UK est une banque de détail et un fournisseur de services financiers au Royaume-Uni, offrant une gamme de produits et services aux particuliers et aux entreprises, notamment des comptes courants, des prêts hypothécaires, des cartes de crédit et des services d'investissement.

L'obligation perpétuelle émise par Virgin Money UK (XS1516312409), d'un montant total de 230 000 000 GBP, avec un coupon de 8,75% payable annuellement et une taille minimale d'achat de 200 000 GBP, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

INFORMATION MEMORANDUM dated 8 November 2016
Virgin Money Holdings (UK) plc
(incorporated under the laws of England and Wales)
£230,000,000 Fixed Rate Resettable Additional Tier 1 Securities
Issue price: 100 per cent.
The £230,000,000 Fixed Rate Resettable Additional Tier 1 Securities (the "Securities") will be issued by Virgin Money
Holdings (UK) plc (the "Issuer") on or about 10 November 2016 (the "Issue Date"). The Securities will bear interest on
their principal amount from (and including) the Issue Date to (but excluding) 10 November 2021 (the "First Reset
Date"), at a rate of 8.750 per cent. per annum and thereafter at the relevant Reset Interest Rate as provided in Condition
5. Interest will be payable on the Securities semi-annually in arrear on each Interest Payment Date, commencing on 10
May 2017, provided that the Issuer may elect to cancel any interest payment (in whole or in part) at its full discretion,
and must cancel payments of interest (i) in the circumstances described in Condition 5.1, 5.9 or 8.1(a) and/or (ii) if and to
the extent that such payment could not be made in compliance with the Solvency Condition as defined in Condition 3.2.
Any interest which is so cancelled will not accumulate or be payable at any time thereafter, no amount will become due
from the Issuer in respect thereof and cancellation thereof shall not constitute a default for any purpose on the part of the
Issuer.
Upon the occurrence of a Trigger Event, each Security will be automatically and irrevocably discharged and satisfied by
its Conversion on the Conversion Date into Ordinary Shares of the Issuer at the Conversion Price and such Ordinary
Shares will be delivered to the Settlement Shares Depositary, subject to and as more fully described in Condition 8. The
Securities are perpetual securities with no fixed redemption date, and the Securityholders have no right to require the
Issuer to redeem or purchase the Securities at any time. The Issuer may, in its discretion but subject to obtaining
Regulatory Approval, compliance with the Regulatory Preconditions and compliance with the Solvency Condition, elect
to (a) redeem all (but not some only) of the Securities at their principal amount, together with interest accrued and unpaid
from and including the immediately preceding Interest Payment Date up to (but excluding) the redemption date, (i) on
the First Reset Date or on any Interest Payment Date thereafter or (ii) at any time following the occurrence of a Tax
Event (as defined in Condition 7.4) or a Capital Disqualification Event (as defined in Condition 7.3), or (b) repurchase
the Securities at any time in accordance with the then prevailing Regulatory Capital Requirements.
Potential investors should read the whole of this document, in particular the section headed "Risk Factors".
Application has been made to the Luxembourg Stock Exchange in its capacity as market operator of Euro MTF under the
Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières) dated 10 July
2005, as amended, to admit the Securities to trading on the Euro MTF market and to list the Securities on the Official
List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's Euro MTF market is not a regulated
market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area,
as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual
Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do
not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the
section headed "Restrictions on marketing and sales to retail investors" in this Information Memorandum for
further information.
The Securities will be issued in registered form and available and transferable in minimum amounts of £200,000 and
integral multiples of £1,000 in excess thereof. The Securities will initially be represented by a global certificate in
registered form (the "Global Certificate") and will be registered in the name of a nominee of a common depositary for
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg" and, together with
Euroclear, the "Clearing Systems").
Sole Structuring Advisor and Joint Bookrunner
Morgan Stanley
Joint Bookrunners
Deutsche Bank
Goldman Sachs International

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This Information Memorandum constitutes a Prospectus for the purpose of Luxembourg law dated July 10, 2005 on
Prospectus for Securities, as amended. This Information Memorandum may be used only for the purposes for which it
has been published.
The Issuer accepts responsibility for the information contained in this Information Memorandum. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this
Information Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Certain information in this Information Memorandum has been extracted or derived from independent sources. Where
this is the case, the source has been identified. The Issuer confirms that such information has been accurately reproduced
and that, so far as it is aware, and is able to ascertain from information published by the relevant source, no facts have
been omitted which would render the reproduced information inaccurate or misleading.
This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Information Incorporated by Reference"). This Information Memorandum should be read and
construed on the basis that such documents are incorporated in and form part of the Information Memorandum.
No person is or has been authorised by the Issuer to give any information or to make any representation not contained in
or not consistent with this Information Memorandum or any other information supplied in connection with the offering of
the Securities and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer.
None of Morgan Stanley & Co International plc, Deutsche Bank AG, London Branch and Goldman Sachs International
(the "Joint Bookrunners") nor any of their respective affiliates have authorised the whole or any part of this Information
Memorandum and none of them makes any representation or warranty or accepts any responsibility as to the accuracy
and completeness of the information contained in this Information Memorandum.
Neither this Information Memorandum nor any other information supplied in connection with the offering of the
Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer that any recipient of this Information Memorandum or any other information supplied in
connection with the offering of the Securities should purchase any Securities. Each investor contemplating purchasing
any Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal
of the creditworthiness, of the Issuer. Neither this Information Memorandum nor any other information supplied in
connection with the offering of the Securities constitutes an offer or invitation by or on behalf of the Issuer to any person
to subscribe for or to purchase any Securities in any jurisdiction where such offer or invitation is not permitted by law.
Neither the delivery of this Information Memorandum nor the offering, placing, sale or delivery of the Securities shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to
the date hereof or that any other information supplied in connection with the offering of the Securities is correct as of any
time subsequent to the date indicated in the document containing the same.
The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold or delivered within the United
States or to U.S. persons.
The Securities may not be a suitable investment for all investors. Each potential investor in the Securities must
determine the suitability of the investment in light of its own circumstances. In particular, each potential investor may
wish to consider, either on its own or with the help of its financial and other professional advisers, whether it (a) has
sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and risks of investing
in the Securities and the information contained in this Information Memorandum or any applicable supplement; (b) has
access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an
investment in the Securities and the impact such investment will have on its overall investment portfolio; (c) has
sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities, including where the
currency for principal or interest payments is different from the potential investor's currency; (d) understands thoroughly
the terms of the Securities and be familiar with the behaviour of any relevant indices and financial markets; and (e) is
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.
The Securities are complex financial instruments. Such instruments may be considered by investors who are in a
position to be able to satisfy themselves that the Securities would constitute an understood, measured, appropriate
addition of risk to their overall portfolios. A potential investor should not invest in the Securities unless it has the
expertise (either alone or with the help of a financial adviser) to evaluate how the Securities will perform under changing

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conditions, the resulting effects on the value of the Securities and the impact this investment will have on the potential
investor's overall investment portfolio.
This Information Memorandum does not constitute an offer to sell or the solicitation of an offer to buy the Securities in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Information Memorandum and the offer or sale of Securities may be restricted by law in certain
jurisdictions. The Issuer does not represent that this Information Memorandum may be lawfully distributed, or that the
Securities may be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, and it does not assume any responsibility for facilitating
any such distribution or offering. In particular, no action has been taken by the Issuer which is intended to permit a
public offering of the Securities or the distribution of this Information Memorandum in any jurisdiction where action for
that purpose is required. Accordingly, no Securities may be offered or sold, directly or indirectly, and neither this
Information Memorandum nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Information Memorandum or any Securities may come must inform themselves about, and
observe, any such restrictions on the distribution of this Information Memorandum and the offering and sale of
Securities. In particular, there are restrictions on the distribution of this Information Memorandum and the offer or sale
of Securities in the United States and the United Kingdom.
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, MORGAN STANLEY & CO.
INTERNATIONAL PLC AS STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSONS
ACTING ON BEHALF OF THE STABILISING MANAGER) MAY OVER-ALLOT SECURITIES OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A
LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION
MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
SECURITIES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES AND 60 DAYS AFTER
THE DATE OF THE ALLOTMENT OF THE SECURITIES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF THE STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
FORWARD-LOOKING STATEMENTS
Certain information contained in this Information Memorandum and any documents incorporated by reference, including
any information as to Virgin Money's strategy, market position, plans or future financial or operating performance,
constitutes "forward looking statements". All statements, other than statements of historical fact, are forward looking
statements. These forward looking statements may be identified by the use of forward looking terminology, including the
terms "believe", "expect", "anticipate", "contemplate", "target", "plan", "intend", "continue", "budget", "project", "aim",
"estimate", "may", "will", "could", "should", "seeks", "predicts", "schedule" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plan, objectives, goals, future events or intentions.
Forward looking statements are necessarily based upon a number of estimates and assumptions that, while considered
reasonable by Virgin Money, are inherently subject to significant business, economic and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the
forward looking statements. Such factors include, but are not limited to: general economic and business conditions in the
UK and internationally; inflation, deflation, interest rates and policies of the Bank of England, the European Central
Bank and other G8 central banks; fluctuations in exchange rates, stock markets and currencies; changes to Virgin Money
or the Bank's (as defined below) credit ratings; changing demographic developments, including mortality and changing
customer behaviour, including consumer spending, saving and borrowing habits; changes in customer preferences;
changes to borrower or counterparty credit quality; instability in the global financial markets, including Eurozone
instability and the impact of any sovereign credit rating downgrade or other sovereign financial issues; technological
changes; natural and other disasters, adverse weather and similar contingencies outside Virgin Money's control;
inadequate or failed internal or external processes, people and systems; terrorist acts and other acts of war or hostility and
responses to those acts; geopolitical, pandemic or other such events; changes in laws, regulations, taxation, accounting
standards or practices; regulatory capital or liquidity requirements and similar contingencies outside Virgin Money's
control; the policies and actions of governmental or regulatory authorities in the UK, the European Union, the US or
elsewhere; the ability to attract and retain senior management and other employees; the extent of any future impairment
charges or write downs caused by depressed asset valuations, market disruptions and illiquid markets; market relating
trends and developments; exposure to regulatory scrutiny, legal proceedings, regulatory investigations or complaints;
changes in competition and pricing environments; the inability to hedge certain risks economically; the adequacy of loss

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reserves; the actions of competitors, including non bank financial services and lending companies; and the success of
Virgin Money in managing the risks of the foregoing.
Investors are cautioned that forward looking statements are not guarantees of future performance. Forward looking
statements may, and often do, differ materially from actual results. Any forward looking statements in this Information
Memorandum speak only as of the date they are made, reflect the views of the board of Virgin Money as of the date they
are made with respect to future events and are subject to risks relating to future events and other risks, uncertainties and
assumptions relating to Virgin Money's operations, results of operations, strategy, capital and leverage ratios and the
availability of new funding. Investors should specifically consider the factors identified in this Information Memorandum
that could cause actual results to differ before making an investment decision. All of the forward looking statements
made in this Information Memorandum are qualified by these cautionary statements.
In this Information Memorandum, references to "Virgin Money" and to "Group" are to Virgin Money Holdings (UK)
plc and its subsidiaries, taken as a whole. The term "Issuer Group" has the meaning given to it in Condition 20 of the
Terms and Conditions of the Securities.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
CURRENCIES AND OTHER DEFINED TERMS
Unless otherwise indicated, in this Information Memorandum, all references to:

"U.S. dollars" are to the lawful currency of the United States;

"euro" or "" are to the currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty on the Functioning of the European Union, as amended; and

"pounds sterling" or "£" are to the lawful currency of the United Kingdom.
Unless otherwise indicated, the financial information contained in this Information Memorandum has been expressed in
pounds sterling. Virgin Money's functional currency is pounds sterling and Virgin Money prepares its financial
statements in pounds sterling.
Any reference in this Information Memorandum to "2015" or any other year is, unless otherwise indicated, a reference to
the 12 months ended on 31 December of the stated year.
MARKET, ECONOMIC AND INDUSTRY DATA
This Information Memorandum contains information regarding Virgin Money's business and the industry in which it
operates and competes, some of which Virgin Money has obtained from third-party sources. Virgin Money and other
institutions operating in the financial services industry make available a wide range of financial and operational
information to regulatory and market bodies, including the Bank of England and the Council of Mortgage Lenders.
These bodies use the data supplied to publish market share statistics relating to retail mortgage lending and savings,
among other matters. However, no assurance can be made that the information reported to these bodies by different
market participants is, in all cases, directly comparable.
In some cases, independently determined industry data is not available. In these cases, any Virgin Money market share
included in this Information Memorandum is referred to as having been estimated. All such estimates have been made
by Virgin Money using its own information and other market information which is publicly available. All such
estimations have been made in good faith based on the information available and Virgin Money's knowledge of the
market within which it operates.
Where third-party information has been used in this Information Memorandum, the source of such information has been
identified. With respect to such third-party information, this information has been accurately reproduced and, so far as
the Issuer is aware and able to ascertain from information published by that third party, no facts have been omitted which
would render the reproduced information inaccurate or obtainable. In the case of the presented economic and statistical
information, similar information may be obtainable from other sources, although the underlying assumptions and
methodology, and consequently the resulting data, may vary from source to source.
Where information has not been independently sourced, it is Virgin Money's own information.
ROUNDING
Certain data in this Information Memorandum has been rounded. As a result of such rounding, the totals of data
presented in tables in this Information Memorandum may vary slightly from the arithmetic totals of such data.

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RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Securities are complex financial instruments and are not a suitable or appropriate investment for all investors. In
some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the
offer or sale of securities such as the Securities to retail investors.
In particular, in June 2015, the UK Financial Conduct Authority published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI
Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests therein), such as
securities having features substantially similar to the Securities, must not be sold to retail clients in the European
Economic Area (the "EEA"); and
(ii)
there must not be any communication or approval of an invitation or inducement to participate in, acquire or
underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each
case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the PI
Rules.
By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest therein) from the
Issuer and/or any Joint Bookrunner, each prospective investor represents, warrants, agrees with, and undertakes to, the
Issuer and the Joint Bookrunners that:
1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not:
(A)
sell or offer the Securities (or any beneficial interest therein) to retail clients in the EEA; or
(B)
communicate (including the distribution of this Information Memorandum) or approve an invitation or
inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein)
where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in the EEA (in each case within the meaning of the PI Rules),
in any such case other than (i) in relation to any sale or offer to sell Securities (or any beneficial interest therein)
to a retail client in or resident in the United Kingdom (the "UK"), in circumstances that do not and will not give
rise to a contravention of the applicable PI Rules by any person and/or (ii) in relation to any sale or offer to sell
Securities (or any beneficial interest therein) to a retail client in any EEA member state other than the UK,
where (a) it has conducted an assessment and concluded that the relevant retail client understands the risks of an
investment in the Securities (or such beneficial interest therein) and is able to bear the potential losses involved
in an investment in the Securities and (b) it has at all times acted in relation to such sale or offer in compliance
with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to
the extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to apply
to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities (and any
beneficial interest therein), including (without limitation) any such laws, regulations and regulatory guidance
relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial
interest therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Securities (or any beneficial interest therein) from the Issuer and/or any Joint Bookrunners, the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.

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CONTENTS
Page
Overview of the Principal Features of the Securities .......................................................................................................... 8
Information Incorporated by Reference ............................................................................................................................ 13
Risk Factors ...................................................................................................................................................................... 14
Terms and Conditions of the Securities ............................................................................................................................ 50
Summary of provisions relating to the Securities while represented by the Global Certificate ........................................ 80
Use of Proceeds ................................................................................................................................................................ 83
Description of Virgin Money's business .......................................................................................................................... 84
Description of the Shares .................................................................................................................................................. 91
Taxation ............................................................................................................................................................................ 92
Subscription and Sale ....................................................................................................................................................... 94
General Information .......................................................................................................................................................... 95
Definitions ........................................................................................................................................................................ 97

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OVERVIEW OF THE PRINCIPAL FEATURES OF THE SECURITIES
The following overview refers to certain provisions of the conditions of the Securities and is qualified by the more
detailed information contained elsewhere in this Information Memorandum. Capitalised terms which are defined in
"Conditions of the Securities" have the same meaning when used in this overview. References to numbered Conditions
are to the conditions of the Securities (the "Conditions") as set out under "Conditions of the Securities".

Issuer
Virgin Money Holdings (UK) plc
Trustee
Citicorp Trustee Company Limited
Registrar
Citibank, N.A., London Branch
Securities
£230,000,000 of Fixed Rate Resettable Additional Tier 1 Securities
Risk factors
There are certain factors that may affect the Issuer's ability to fulfil its obligations
under the Securities and the Trust Deed. In addition, there are certain factors
which are material for the purpose of assessing the market risks associated with
the Securities and certain risks relating to the structure of the Securities. These are
set out under "Risk Factors".
Status of the Securities
The Securities constitute direct, unsecured and subordinated obligations of the
Issuer and rank pari passu, without any preference, among themselves.
Rights on a Winding-Up
The rights and claims of Securityholders in the event of a Winding-Up of the
Issuer are described in Conditions 4 and 11, and will depend on whether the
Winding-Up occurs prior to, or on or after, the occurrence of a Trigger Event.
Solvency Condition
Except in the event of a Winding-Up, payments in respect of or arising from
(including any damages awarded for breach of any obligations under) the
Securities are conditional upon the Issuer being solvent (within the meaning given
in Condition 3.2) at the time of payment by the Issuer and no payments shall be
due and payable in respect of or arising from the Securities except to the extent
that the Issuer could make such payment and still be solvent immediately
thereafter (the "Solvency Condition").
Interest
The Securities will bear interest on their principal amount:

(a)
from (and including) the Issue Date to (but excluding) the First Reset
Date, at the rate of 8.750 per cent per annum; and

(b)
thereafter, at the relevant Reset Interest Rate (as described in Condition
5.4),

in each case payable, subject to cancellation as described below, semi-annually in
arrear on 10 May and 10 November in each year (each, an "Interest Payment
Date"), commencing 10 May 2017.
Optional cancellation of interest
The Issuer may elect at its full discretion to cancel (in whole or in part) the interest
otherwise scheduled to be paid on any Interest Payment Date. See Condition 5.1
for further information.
Mandatory cancellation of
Further, the Issuer will cancel any interest otherwise scheduled to be paid on an
interest
Interest Payment Date if and to the extent that the Interest Amount, when
aggregated together with any interest payments or distributions which have been
paid or made or which are required to be paid or made during the then current
financial year on all other own funds items of the Issuer (excluding any such
interest payments or distributions paid or made on Tier 2 Capital items or which
have already been provided for, by way of deduction, in the calculation of
Distributable Items), exceeds the amount of Distributable Items of the Issuer as at

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such Interest Payment Date.

See Condition 5.1 for further information.

In addition, the Issuer will also be required to cancel any Interest Amount
otherwise scheduled to be paid on an Interest Payment Date if and to the extent
that payment of such Interest Amount would cause, when aggregated together with
other distributions of the kind referred to in Article 141(2) of Directive
2013/36/EU (the "CRD IV Directive") (or any provision of applicable law
transposing or implementing Article 141(2) of the CRD IV Directive, as amended
or replaced), the Maximum Distributable Amount (if any) then applicable to the
Issuer Group to be exceeded. "Maximum Distributable Amount" means any
applicable maximum distributable amount relating to the Issuer Group required to
be calculated in accordance with Article 141 of the CRD IV Directive (or, as the
case may be, any provision of applicable law transposing or implementing the
CRD IV Directive, as amended or replaced).

Payments of interest are also subject to the Solvency Condition (see "Solvency
Condition" above). Following the occurrence of a Trigger Event, the Issuer will
also cancel all interest accrued up to (and including) the Conversion Date (see
"Conversion following a Trigger Event" below).
Non-cumulative interest
If the payment of interest scheduled on an Interest Payment Date is cancelled in
accordance with the Conditions as described above, the Issuer shall not have any
obligation to make such interest payment on such Interest Payment Date and the
failure to pay such amount of interest or part thereof shall not constitute a default
of the Issuer for any purpose. Any such interest will not accumulate or be payable
at any time thereafter and holders of the Securities shall have no right thereto
whether in a Winding-Up or otherwise.
Conversion following a Trigger If the Common Equity Tier 1 Capital Ratio of the Issuer Group falls below 7.00
Event
per cent (a "Trigger Event") at any time, the Issuer shall immediately notify the
Supervisory Authority of the occurrence of the Trigger Event and, without delay
and by no later than one month (or such shorter period as the Supervisory
Authority may then require) from the occurrence of the relevant Trigger Event:

(a)
the Issuer shall cancel any interest which is accrued and unpaid up to (and
including) the relevant Conversion Date (whether or not such interest has
become due for payment);

(b)
the Securities shall irrevocably (without the need for the consent of
Securityholders) be discharged and satisfied by their Conversion (as
defined below); and

(c)
the Issuer shall issue and deliver to the Settlement Shares Depositary on
the Conversion Date a number of ordinary shares in the Issuer
("Ordinary Shares") in respect of each Security determined by dividing
the principal amount of such Security by the Conversion Price prevailing
on the Conversion Date, rounded down (if necessary) to the nearest
whole number of Ordinary Shares (such write down and issue of ordinary
shares being together referred to as a "Conversion" and "Converted")
shall have a corresponding meaning).

See Condition 8 for further information.

The "Issuer Group" means the Issuer and each entity which is part of the UK
prudential consolidation group (as that term, or its successor, is used in the
Regulatory Capital Requirements) of which the Issuer is part from time to time.

The "Conversion Price" shall be £2.96 (subject to adjustment in the
circumstances provided in Condition 8).
Conversion Shares Offer
Not later than the tenth London business day following the Conversion Date, the

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Issuer may, in its sole and absolute discretion, elect by giving notice to the
Securityholders that the Settlement Shares Depositary (or an agent on its behalf)
will make an offer, in the Issuer's sole and absolute discretion, of all or some of
the Ordinary Shares that were delivered on Conversion to, in the Issuer's sole and
absolute discretion, all or some of the Issuer's Shareholders at such time, such
offer to be at a cash price per Ordinary Share being no less than the Conversion
Price.

See Condition 8 for further information.
Maturity
The Securities are perpetual securities with no fixed redemption date. The
Securities may only be redeemed or repurchased by the Issuer in the circumstances
below (as more fully described in Condition 7).
Optional redemption
The Issuer may, in its sole discretion but subject to the conditions set out under
"Conditions to redemption" below, redeem all (but not some only) of the
Securities on the First Reset Date or on any Interest Payment Date thereafter at
their principal amount together with interest accrued and unpaid from and
including the immediately preceding Interest Payment Date to but excluding the
relevant redemption date.
Redemption following a Capital The Issuer may, in its sole discretion but subject to the conditions set out under
Disqualification Event or a Tax "Conditions to redemption" below, redeem all (but not some only) of the
Event
Securities at any time following the occurrence of a Capital Disqualification Event
(as defined in Condition 7.3) or a Tax Event (as defined in Condition 7.4), in each
case, at their principal amount together with interest accrued and unpaid from and
including the immediately preceding Interest Payment Date up to but excluding
the relevant redemption date.
Conditions to redemption
Any redemption of the Securities will be subject to obtaining Regulatory Approval
and (to the extent required by prevailing Regulatory Capital Requirements) to:

(a)
the Issuer Group having replaced the Securities with own funds
instruments of equal or higher quality at terms that are sustainable for the
income capacity of the Issuer Group; or

(b)
the Issuer having demonstrated to the satisfaction of the Supervisory
Authority that the own funds of the Issuer Group would, following such
redemption, exceed its minimum capital requirements (including any
capital buffer requirements) by a margin that the Supervisory Authority
considers necessary at such time; or

(c)
if, at the time of such redemption, the prevailing Regulatory Capital
Requirements permit the redemption after compliance with an alternative
pre-condition to either of those set out in paragraphs (a) and (b) above, or
require compliance with an additional pre-condition, the Issuer having
complied with such other pre-condition,

(the "Regulatory Preconditions").

In addition, if the Issuer has elected to redeem the Securities and either (i)
the Solvency Condition is not satisfied in respect of the relevant payment
on the date scheduled for redemption, or (ii) prior to redemption of the
Securities, a Trigger Event occurs, then the relevant notice of redemption
will be automatically rescinded and will be of no force and effect.
Purchase of the Securities
The Issuer or any of its Subsidiaries may, at its option but subject to Regulatory
Approval, purchase or otherwise acquire any of the outstanding Securities at any
price in the open market or otherwise at any time in accordance with the then
prevailing Regulatory Capital Requirements.
Withholding tax and Additional All payments by or on behalf of the Issuer in respect of the Securities shall be
Amounts
made free and clear of, and without withholding or deduction for, or on account of,

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