Obligation Vodafone Group Ltd 1.2% ( XS1960588850 ) en GBP

Vodafone Group Ltd

100 % ⇌

Royaume-Uni

XS1960588850 ( en GBP )

1.2% par an ( paiement semestriel )

11/03/2021 - Obligation échue

Prospectus brochure de l'obligation Vodafone Group PLC XS1960588850 en GBP 1.2%, échue

100 000 GBP

1 720 000 000 GBP

Vodafone Group Plc est une société multinationale de télécommunications britannique fournissant des services de téléphonie mobile, fixe, internet haut débit et télévision dans plus de 30 pays, principalement en Europe, en Afrique et en Asie-Pacifique.

L'Obligation émise par Vodafone Group Ltd ( Royaume-Uni ) , en GBP, avec le code ISIN XS1960588850, paye un coupon de 1.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/03/2021

TERMS AND CONDITIONS OF THE SERIES B BONDS
THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY
OFFER TO BUY SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
U.S. PERSONS, OR IN OR INTO CANADA, JAPAN OR AUSTRALIA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL
INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION
DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL
IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE
REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN
TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES
OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH
RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL
PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE BONDS IS
ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN
MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON
SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION EACH MANUFACTURERS' TARGET
MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE
FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS
(BY EITHER ADOPTING OR REFINING EACH MANUFACTURERS' TARGET MARKET
ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF
ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT
CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE
PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF
INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER
WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE
TO ANY RETAIL INVESTOR IN THE EUROPEAN ECONOMIC AREA ("EEA"). FOR THESE
PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL
CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER
WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT
QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") FOR
OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR
SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
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The following (excluding italicised paragraphs) are the terms and conditions of the Bonds which will be endorsed
on the Certificates relating to the Bonds:
The issue of the Series B £1,720,000,000 1.50 per cent. Subordinated Mandatory Convertible Bonds due 2022 (the
"Bonds", which expression shall, unless otherwise indicated, include any further issues pursuant to Condition 18 and
forming a single series with the Bonds) was authorised by a resolution of the board of directors of Vodafone Group
Plc (the "Issuer") passed on 22 January 2019.
The Bonds are constituted by a trust deed dated 12 March 2019 (the "Trust Deed") between the Issuer and The Law
Debenture Trust Corporation p.l.c. (the "Trustee", which expression shall include all persons for the time being
appointed as the trustee or trustees under the Trust Deed) as trustee for the Bondholders. The statements set out in
these terms and conditions (the "Conditions") are summaries of, and are subject to, the detailed provisions of the
Trust Deed, which includes the forms of the registered certificates (the "Certificates") representing the Bonds. The
Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the
Trust Deed and those provisions applicable to them which are contained in the paying, transfer and conversion agency
agreement dated 12 March 2019 (the "Agency Agreement") relating to the Bonds between the Issuer, the Trustee,
HSBC Bank plc as the registrar (the "Registrar", which expression shall include any successor as Registrar under
the Agency Agreement), HSBC Bank plc (the "Principal Paying, Transfer and Conversion Agent", which
expression shall include any successor as Principal Paying, Transfer and Conversion Agent under the Agency
Agreement) and any other Paying, Transfer and Conversion Agents for the time being (such persons, together with
the Principal Paying, Transfer and Conversion Agent, being referred to below as the "Paying, Transfer and
Conversion Agents", which expression shall include their successors as Paying, Transfer and Conversion Agents
under the Agency Agreement). The Issuer has also entered into a calculation agency agreement dated 5 March 2019
(the "Calculation Agency Agreement") with Conv-Ex Advisors Limited (the "Calculation Agent", which
expression shall include any successor as calculation agent under the Calculation Agency Agreement), whereby the
Calculation Agent has been appointed to make certain calculations in relation to the Bonds from time to time.
Copies of the Trust Deed, the Agency Agreement and the Calculation Agency Agreement are available for inspection
by prior appointment during normal business hours at the registered office for the time being of the Trustee (being
as at the Issue Date at Fifth Floor, 100 Wood Street, London EC2V 7EX), and at the specified offices for the time
being of the Paying, Transfer and Conversion Agents.
"Agents" means the Principal Paying, Transfer and Conversion Agent, any other Paying, Transfer and Conversion
Agents and the Registrar.
Capitalised terms used but not defined in these Conditions shall have the meanings attributed to them in the Trust
Deed unless the context otherwise requires or unless otherwise stated.
1
Form, Denomination, Title, Status and Subordination
(a)
Form and Denomination
The Bonds are issued in registered form in principal amounts of £100,000 each (an "authorised
denomination") and integral multiples thereof.
(b)
Title
Title to the Bonds will pass by registration in the register that the Issuer shall procure to be kept by the
Registrar outside the United Kingdom in accordance with the provisions of the Agency Agreement (the
"Register"). Except as otherwise required by law or as ordered by a court of competent jurisdiction, the
holder (as defined below) of any Bond shall be deemed to be and may 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, any writing on the Certificate representing it or the theft or loss of such Certificate) and no
person will be liable for so treating the holder.
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(c)
Status
The Bonds constitute direct, unsecured and subordinated obligations of the Issuer and shall at all times
rank pari passu and without any preference among themselves. The rights and claims of Bondholders
are subordinated as described in Condition 1(d).
(d)
Subordination and claims in a winding-up, dissolution or liquidation
In the event of:
(i) an order being made, or an effective resolution being passed, for the winding-up of the Issuer
(except, in any such case, a solvent winding-up solely for the purposes of a reorganisation,
reconstruction, amalgamation or the substitution in place of the Issuer of a "successor in business"
(as defined in the Trust Deed) of the Issuer, (x) the terms of which reorganisation, reconstruction,
amalgamation or substitution have previously been approved in writing by the Trustee or by an
Extraordinary Resolution and do not provide for a claim to be made in the winding-up or
administration of the Issuer in respect of the Bonds pursuant to Condition 10; or (y) which
substitution is effected in accordance with Condition 14(c)); or
(ii) an administrator of the Issuer being appointed and such administrator giving notice that it intends
to declare and distribute a dividend,
(each, an "Enforcement Event"),
there shall be payable by the Issuer in respect of each Bond (in lieu of any other payment by the Issuer),
such amount, if any, as would have been payable to the holder of such Bond if, on the day prior to the
commencement of the winding-up or such administration, as the case may be, and thereafter, such holder
were the holder of one of a class of preference shares in the capital of the Issuer ("Notional Preference
Shares") having an equal right to a return of assets in the winding-up or such administration, as the case
may be, and so ranking pari passu with, the claims of holders of Parity Obligations, but ranking junior
to the claims of holders of all Senior Obligations (except as otherwise provided by mandatory provisions
of law), 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 such administration, as the case
may be, were an amount equal to the Redemption Amount of the relevant Bond and any accrued and
unpaid interest, any Arrears of Interest and any Make-whole Amount in respect of such Bond (and, in
the case of an administration, on the assumption that holders of preference shares were entitled to claim
and recover in respect of their preference shares to the same degree as in a winding-up).
Nothing in this Condition 1(d) or Condition 10 shall affect or prejudice the payment of the costs, charges,
expenses, liabilities or remuneration of the Trustee or the Agents or the rights and remedies of the Trustee
or the Agents in respect thereof.
Accordingly, and without prejudice to the rights of the Trustee or the Agents, the claims of holders of all
Senior Obligations will first have to be satisfied in any winding-up or administration before the
Bondholders may expect to obtain any recovery in respect of their Bonds, and prior thereto holders will
have only limited ability to influence the conduct of such winding-up or administration.
(e)
No set-off, etc.
Subject to applicable law, no holder of a Bond 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 Bonds and each holder shall, by virtue of his holding of any Bond, be
deemed to have waived all such rights of set-off, compensation or retention. Notwithstanding the
preceding sentence, if any of the rights and claims of any Bondholder in respect of or arising under or
in connection with the Bonds are discharged by set-off, such Bondholder will, subject to applicable law,
immediately pay an amount equal to the amount of such discharge to the Issuer or, if applicable, the
liquidator, trustee, receiver or administrator of the Issuer and, until such time as payment is made, will
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hold a sum equal to such amount on trust for the Issuer or, if applicable, the liquidator, trustee, receiver
or administrator in the Issuer's winding-up or administration. Accordingly, any such discharge will be
deemed not to have taken place.
2
Definitions
In these Conditions, unless otherwise provided:
"5 Day VWAP" means the arithmetic average of the daily Volume Weighted Average Prices of the cum
entitlement share on each of the five consecutive Scheduled Trading Days:
(a)
(where the relevant Corporate Action is a merger or takeover) commencing on and including the first
Scheduled Trading Day on which the shares are traded after the relevant offer is declared effective by
the offeror and the relevant threshold of majority of the outstanding Ordinary Shares (75% for mandatory
offers by law and 50% + 1 share in all other cases) is met; and
(b)
(in all other cases) ending on (and including) the last Scheduled Trading Day immediately preceding the
effective date of the relevant Corporate Action,
provided, in either case, that if any of such five consecutive Scheduled Trading Days does not fall prior to the
first date on which the share trades ex-entitlement (as determined, at any time while there have been no
amendments to the ICE Futures Europe Corporate Actions Policy and there are option contracts in relation to
the Ordinary Shares traded on ICE Futures Europe, by ICE Futures Europe and, at any time after there has been
an amendment to the ICE Futures Europe Corporate Actions Policy or there are no option contracts in relation
to the Ordinary Shares traded on ICE Futures Europe, as determined by the Calculation Agent or an Independent
Adviser), the Volume Weighted Average Price of the Ordinary Share for any Scheduled Trading Day on or after
the first date on which the share trades ex-entitlement (such date being determined as aforesaid) will be first
increased by the Fair Market Value of the entitlement on such day before it is used in the calculation of the
arithmetic average.
"20 Day VWAP" means the arithmetic average of the daily Volume Weighted Average Prices of the cum
entitlement share on each of the first 20 consecutive Scheduled Trading Days commencing on and including
the first Scheduled Trading Day on which the shares are traded after the relevant offer is declared effective by
the offeror and the relevant threshold of majority of the outstanding Ordinary Shares (75% for mandatory offers
by law and 50% + 1 share in all other cases) is met, provided that if any of such 20 consecutive Scheduled
Trading Days does not fall prior to the first date on which the share trades ex-entitlement (as determined, at any
time while there have been no amendments to the ICE Futures Europe Corporate Actions Policy and there are
option contracts in relation to the Ordinary Shares traded on ICE Futures Europe, by ICE Futures Europe and,
at any time after there has been an amendment to the ICE Futures Europe Corporate Actions Policy or there are
no option contracts in relation to the Ordinary Shares traded on ICE Futures Europe, as determined by the
Calculation Agent or an Independent Adviser), the Volume Weighted Average Price of the Ordinary Share for
any Scheduled Trading Day on or after the first date on which the share trades ex-entitlement (such date being
determined as aforesaid) will be first increased by the Fair Market Value of the entitlement on such day before
it is used in the calculation of the arithmetic average.
"Accelerated Conversion Event" has the meaning given to it in Condition 4(d).
"Adjustment Ratio" means, in relation to a Corporate Action other than a Cash Dividend, Non Cash Dividend,
Delisting or Nationalisation, the formula specified in the ICE Futures Europe Corporate Actions Policy in
relation to such event or the resulting numerical value from such formula following the applicable rounding, as
relevant.
"Arrears of Interest" has the meaning given to it in Condition 3(b)(i).
"authorised denomination" has the meaning given to it in Condition 1(a).
"Bondholder" and "holder" means the person in whose name a Bond is registered.
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"Bondholder Voluntary Conversion Right" has the meaning given to it in Condition 4(c).
"business day" means, in relation to any place, a day (other than a Saturday or Sunday) on which commercial
banks and foreign exchange markets are open for business in that place.
"Business Day" has the meaning given to it in Condition 8(e).
"Cash Dividend" has the meaning given to it in Condition 5(a)(iii).
"Change in Law" means that, as determined by the Issuer, due to the adoption of or any change in any
applicable law or regulation (including, without limitation, any tax law), or due to the promulgation of or any
change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any
applicable law or regulation (including any action taken by a taxing authority), in all such cases where the same
occurs on or after 5 March 2019, the Issuer determines in good faith that (a) it has become illegal to hold,
acquire or dispose of Ordinary Shares, or (b) it will incur a materially increased cost in performing its
obligations under the Bonds (including, without limitation, due to any increase in tax liability, decrease in tax
benefit or other adverse effect on its tax position).
"Closing Price" means, in respect of an Ordinary Share or any Security, option, warrant or other right or asset,
on any Scheduled Trading Day, the closing price on such day of an Ordinary Share or, as the case may be, such
Security, option, warrant or other right or asset on such Scheduled Trading Day as published by or derived from
(a) in the case of an Original Ordinary Share where the London Stock Exchange constitutes the Relevant
Exchange in respect thereof, Bloomberg page VOD LN Equity HP) (using the setting labelled "Last Price" or
any equivalent successor label to this setting) or (b) in the case of an Original Ordinary Share where the London
Stock Exchange no longer constitutes the Relevant Exchange in respect thereof, or, as the case may be, any
other Ordinary Share, Security, option, warrant or other right or asset, the equivalent Bloomberg page and
setting in respect of the Relevant Stock Exchange for such Original Ordinary Share, or, as the case may be,
such other Ordinary Share, Security, option, warrant or other right or asset (all as determined by the Calculation
Agent), if any or, in any such case, such other source as shall be determined to be appropriate by an Independent
Adviser on such day; provided that, if on any such Scheduled Trading Day (the "Affected Closing Price
Scheduled Trading Day") such price is not available or cannot otherwise be determined as provided above,
the Closing Price of an Ordinary Share, Security, option, warrant or other right or asset, as the case may be, in
respect of such day shall be the Closing Price, determined as provided above, on the immediately preceding
Scheduled Trading Day on which the same can be so determined as aforesaid, unless such day is more than five
Scheduled Trading Days before the Affected Closing Price Scheduled Trading Day, in which case an
Independent Adviser shall determine the Closing Price in good faith.
"Companies Act" means the Companies Act 2006 of the United Kingdom.
"Compulsory Arrears of Interest Settlement Event" has the meaning given to it in Condition 3(b)(iv).
"Conversion Date" means:
(a)
in the case of a Mandatory Conversion on the Final Maturity Date pursuant to Condition 4(a), the fifth
Scheduled Trading Day prior to the Final Maturity Date;
(b)
in the case of a Mandatory Conversion at the option of the Issuer pursuant to Condition 4(b), the
Conversion Date specified in the Issuer's Early Conversion Notice;
(c)
in the case of a Voluntary Conversion at the option of Bondholders pursuant to Condition 4(c), the
Scheduled Trading Day immediately following the delivery of the relevant Certificate and Conversion
Notice on exercise of such Bondholder Voluntary Conversion Right; and
(d)
in the case of a Mandatory Conversion following an Accelerated Conversion Event pursuant to
Condition 4(d), the Scheduled Trading Day immediately following the date on which the Accelerated
Conversion Event Notice is given pursuant to Condition 4(d).
"Conversion Notice" has the meaning given to it in Condition 6(a).
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"Conversion Price" per Ordinary Share is initially £1.3505. The Conversion Price will be adjusted from time
to time in accordance with these Conditions.
"Conversion Ratio" means, on any day, the result (rounded to five decimal places with 0.000005 being rounded
upwards) of the division of £100,000 principal amount of the Bonds by the Conversion Price in effect on such
day.
"Corporate Action" has the meaning given to it in Condition 5(b)(i).
"CREST" has the meaning given to it in Condition 6(c).
"Deferred Interest Payment" has the meaning given to it in Condition 3(b)(i).
"Delisting" means that, as determined by the Calculation Agent, the Relevant Stock Exchange announces that
pursuant to the rules of such Relevant Stock Exchange, the Ordinary Shares cease (or will cease) to be listed,
traded or publicly quoted on the Relevant Stock Exchange for any reason (other than by reason of a merger or
takeover as contemplated by the ICE Futures Europe Corporate Actions Policy) and are not immediately re-
listed, re-traded or re-quoted on a stock exchange or quotation system located in the same country as the
Relevant Stock Exchange (or, where the Relevant Stock Exchange is within the United Kingdom or the
European Union, in the United Kingdom or any member state of the European Union).
"Dividend" has the meaning given to it in Condition 5(a)(iii).
"Dividend Determination Date" means for the purposes of the definition of "Dividend" the date on which the
number of Ordinary Shares or, as the case may be, amount of other property or assets, which may be issued or
delivered is, or is capable of being, determined, and where determined by reference to prices or values or the
like on or during a particular day or during a particular period, the Dividend Determination Date shall be deemed
to be such day or the last day of such period, as the case may be.
"equity share capital" means, in relation to any entity, its issued share capital excluding any part of that capital
which, neither with respect to dividends nor with respect to capital, carries any right to participate beyond a
specific amount in a distribution.
"Euronext Dublin" means the Irish Stock Exchange plc (trading as Euronext Dublin).
"Extraordinary Resolution" has the meaning given to it in the Trust Deed.
"Enforcement Event" has the meaning given to it in Condition 1(d).
"Ex-Date" has the meaning given to it in Condition 5(a)(iii).
"Fair Market Value" means, with respect to any property on any date (the "FMV Date"):
(i)
in the case of a Cash Dividend, the amount of such Cash Dividend;
(ii)
in the case of any other cash amount, the amount of such cash;
(iii) in the case of Securities (including Ordinary Shares), Spin-Off Securities, options, warrants or other
rights or assets that are publicly traded on a Relevant Stock Exchange of adequate liquidity (as
determined by the Calculation Agent or an Independent Adviser), (a) in the case of Ordinary Shares or
(to the extent constituting equity share capital) Spin-Off Securities, the Volume Weighted Average Price
of such Ordinary Shares or (to the extent constituting equity share capital) Spin-Off Securities and (b)
in the case of other Securities (other than Ordinary Shares or (to the extent constituting equity share
capital) Spin-Off Securities), options, warrants or other rights or assets, the Closing Price of such
Securities, options, warrants or other rights or assets, in the case of both (a) and (b) on the Relevant
Stock Exchange for such Securities, Spin-Off Securities, options, warrants or other rights or assets on
the FMV Date; and
(iv)
in the case of Securities (including Ordinary Shares), Spin-Off Securities, options, warrants or other
rights or assets that are not publicly traded on a Relevant Stock Exchange of adequate liquidity (as
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aforesaid), the fair market value on the FMV Date of such Securities, Spin-Off Securities, options,
warrants or other rights or assets as determined by an Independent Adviser on the basis of a commonly
accepted market valuation method and taking account of such factors as it considers appropriate,
including the market price per Ordinary Share, the dividend yield of an Ordinary Share, the volatility of
such market price, prevailing interest rates and the terms of such Securities, Spin-Off Securities, options,
warrants or other rights or assets, including as to the expiry date and exercise price (if any) thereof,
provided that, for the purposes of Condition 5(a)(ii), if on the Relevant Record Date for a Relevant Dividend
the Fair Market Value of the Net Amount of such Relevant Dividend cannot otherwise be determined in
accordance with paragraphs (i) to (iv) above (as applicable), the Fair Market Value of the Net Amount of such
Relevant Dividend will be determined by an Independent Adviser on the Relevant Record Date for that Relevant
Dividend on the basis of a commonly accepted market valuation method and taking account of such factors as
it considers appropriate, including those referred to in paragraph (iv) above.
Such amounts shall (if expressed (which term shall include the declaration of a Cash Dividend) solely in a
currency (or currencies) other than the Relevant Currency on the FMV Date) be translated into the Relevant
Currency at the Prevailing Rate on the FMV Date. In addition, in the case of (i) and (ii) above, and except for
the purposes of determining the Fair Market Value of the Net Amount of a Relevant Dividend pursuant to
Condition 5(a)(ii), the Fair Market Value shall be determined (by the Calculation Agent) on a gross basis and
disregarding any withholding or deduction required to be made for or on account of tax and disregarding any
associated tax credit.
"Final Maturity Date" means 12 March 2022.
"Hedge Position" means a transaction or asset the Issuer deems appropriate to hedge the equity price risk in
relation to a number of Ordinary Shares the Issuer deems appropriate considering the number of Ordinary
Shares to be delivered on Mandatory Conversion on the Final Maturity Date of the Bonds.
"Hedging Counterparty" means a party to a Hedge Position.
"ICE Futures Europe" means ICE Futures Europe or its successor or any substitute exchange to which trading
in option contracts relating to the Ordinary Shares has temporarily or permanently relocated, as determined by
the Calculation Agent.
"ICE Futures Europe Corporate Actions Policy" means the standard corporate actions policy of ICE Futures
Europe, in effect as at the Launch Date and, further, provided that the corporate actions policy shall at all times
be deemed to be adjusted in the manner described in Condition 5(b)(iv).
"Independent Adviser" means an independent financial institution or the initial Calculation Agent (acting in
such Independent Adviser capacity, as may be agreed at the relevant time between the Issuer and the initial
Calculation Agent), appointed by the Issuer at its own expense and (other than where the initial Calculation
Agent is appointed in such Independent Adviser capacity) approved in writing by the Trustee or, if the Issuer
fails to make such appointment and such failure continues for a reasonable period (as determined by the Trustee
in its sole discretion) and the Trustee is indemnified and/or secured and/or prefunded to its satisfaction against
the liabilities, costs, fees and expenses of such adviser and otherwise in connection with such appointment,
appointed by the Trustee (without liability for so doing) following notification thereof to the Issuer.
"Interest Payment" has the meaning provided in Condition 3(a).
"Interest Payment Date" has the meaning provided in Condition 3(a).
"Interest Period" has the meaning provided in Condition 3(a).
"Issue Date" means 12 March 2019.
"Issuer's Early Conversion Notice" has the meaning provided in Condition 4(b).
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"Junior Obligations" means any shares in the capital of the Issuer (except for preference shares in the capital
of the Issuer (if any)) or any other securities or obligations issued or owed by the Issuer (including guarantees
or indemnities or support arrangements given by the Issuer in respect of securities or obligations owed by other
persons) which rank, or are expressed to rank, junior to the Bonds or to the most junior class of preference
shares in the capital of the Issuer.
"Launch Date" means 5 March 2019.
"London Stock Exchange" means the London Stock Exchange plc.
the "Make-whole Amount" per Bond will be determined by the Calculation Agent and will be equal to the
value of the embedded option right that has not yet been compensated for up to the relevant Settlement Date
(provided that where the Settlement Date falls on or after the Final Maturity Date, the Make-whole Amount
shall be equal to zero), calculated pursuant to the following formula:
M=A×c
where: t
M
=
the Make-whole Amount
A
=
£4,500
c
=
the number of days from, and including, the relevant Settlement Date to but excluding
the Final Maturity Date; and
t
=
the number of days from, and including, the Issue Date to but excluding the Final
Maturity Date,
rounding the resulting figure to the nearest penny (half a penny being rounded upwards).
"Mandatory Conversion" means a mandatory conversion of the Bonds pursuant to the provisions of Condition
4(a), 4(b) or 4(d), as the case may be.
"Mandatory Settlement Date" shall have the meaning given to it in Condition 3(b)(iv).
"Nationalisation" means that, as determined by the Calculation Agent, all the Ordinary Shares or all or
substantially all the assets of the Issuer are (or are to be) nationalised, expropriated or are otherwise required to
be transferred to any governmental agency, authority, entity or instrumentality thereof.
"Non Cash Dividend" has the meaning given to it in Condition 5(a)(iii).
"Ordinary Share" means (i) initially one fully paid ordinary share in the capital of the Issuer (the "Original
Ordinary Share") with, on the Issue Date, a par value of US$0.20 20/21 or (ii) following any adjustment made
by ICE Futures Europe following a Corporate Action (other than a Corporate Action which is a Cash Dividend
or Non Cash Dividend) in accordance with the Package Method (as defined in Condition 5(b)), the package of
Securities determined by ICE Futures Europe (or, if no relevant option contracts are traded on ICE Futures
Europe, by an Independent Adviser in accordance with these Conditions following a Corporate Action (other
than a Corporate Action which is a Cash Dividend or Non Cash Dividend)) to become (or, where an Independent
Adviser makes the determination, that would reasonably have been expected to become, if there were relevant
option contracts traded on ICE Futures Europe or if the ICE Futures Europe Corporate Actions Policy had not
been amended) the underlying shares for the purposes of option contracts in relation to which the Original
Ordinary Shares were the underlying shares on the Issue Date in the place of one Ordinary Share.
"Parity Obligations" means (if any) (i) the most junior class of preference share capital in the Issuer ranking
ahead of the ordinary shares in the capital of the Issuer, (ii) any other obligations of the Issuer, issued directly
or indirectly by it, which rank, or are expressed to rank, pari passu with the Bonds or such preference shares
and (iii) any obligations of any Subsidiaries of the Issuer benefiting from a guarantee or support arrangement
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entered into by the Issuer which ranks, or is expressed to rank, pari passu with the Bonds or such preference
shares.
As at the Launch Date (and for so long as the same remain outstanding), Parity Obligations include the Issuer's:
1.
Series A £1,720,000,000 1.20 per cent. Subordinated Mandatory Convertible Bonds due 2021 issued on
or around the Issue Date (ISIN: XS1960588850);
2.
2,000,000,000 Capital Securities due 2079 (ISIN: XS1888179477);
3.
500,000,000 Capital Securities due 2078 (ISIN: XS1888179550);
4.
£500,000,000 Capital Securities due 2078 (ISIN: XS1888180996); and
5.
U.S.$1,300,000,000 Capital Securities due 2078 (ISIN: XS1888180640).
a "person" includes any individual, company, corporation, firm, partnership, joint venture, undertaking,
association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal
entity).
"Prevailing Rate" on any day (the "PR Date") means (in each case as determined by the Calculation Agent):
(i)
in respect of any pair of currencies (of which neither is the euro or the pound sterling), the spot rate of
exchange between the relevant currencies prevailing as at 12 noon (London time) on such PR Date as
appearing on or derived from the Relevant Page; or
(ii)
in respect of any pair of currencies of which one is the pound sterling and any other currency (other than
the euro), the final spot rate of exchange as published by the Bank of England for such pair of currencies
in respect of such PR Date as appearing on or derived from the Relevant Page; or
(iii) in respect of any pair of currencies of which one is the euro and any other currency, the European Central
Bank reference rate for such pair of currencies on such PR Date as appearing on or derived from the
Relevant Page.
If such a rate cannot be determined at such time as aforesaid, the Prevailing Rate shall be determined mutatis
mutandis but with respect to the immediately preceding day on which such rate can be so determined all as
determined by the Calculation Agent, provided that if such immediately preceding day on which the rate can
be determined is more than five Scheduled Trading Days before the PR Date, or if the relevant rate cannot be
so determined by reference to the Relevant Page, the Prevailing Rate shall be the rate determined in such other
manner as an Independent Adviser shall deem in good faith appropriate.
"Record Date" has the meaning provided in Condition 8(b).
the "Redemption Amount" per Bond will be determined by the Calculation Agent and will be equal to the
arithmetic average of the daily products of, in respect of each Scheduled Trading Day during a period of 20
consecutive Scheduled Trading Days ending on (and including) the second Scheduled Trading Day prior to the
day on which the Enforcement Event occurs, (x) the Conversion Ratio in effect on such Scheduled Trading Day
and (y) the Volume Weighted Average Price of an Ordinary Share on such Scheduled Trading Day.
"Register" has the meaning provided in Condition 1(b).
"Relevant Currency" means pound sterling or, if at the relevant time or for the purposes of the relevant
calculation or determination, pound sterling is no longer the currency in which the Ordinary Share are quoted
or dealt in on the Relevant Stock Exchange, the currency in which the Ordinary Shares are quoted or dealt in
on the Relevant Stock Exchange at such time.
"Relevant Date" means, in respect of any relevant payment on any Bond, the date on which such payment first
becomes due, except that, if the full amount of the moneys payable has not been duly received by the Principal
Paying, Transfer and Conversion Agent or the Trustee on or prior to such due date, it means the date on which,
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the full amount of such moneys having been so received, notice to that effect is given to the Bondholders in
accordance with Condition 17.
"Relevant Jurisdiction" means the Issuer's jurisdiction of incorporation and includes any other territory or
authority or additional territory or authority to whose taxing jurisdiction the Issuer has become subject.
"Relevant Page" means the relevant page on Bloomberg or such other information service provider that for the
time being displays the relevant information, as determined by the Calculation Agent.
"Relevant Record Date" has the meaning given to it in Condition 5(a)(iii).
"Relevant Stock Exchange" means (i) in the case of the Original Ordinary Shares, the London Stock Exchange
or, if at the relevant time the Original Ordinary Shares are not at that time listed and admitted to trading on the
London Stock Exchange, the principal stock exchange or securities market on which the Original Ordinary
Shares are then listed, admitted to trading or quoted or dealt in and (ii) in the case of any other Securities, the
principal stock exchange or securities market on which such Securities are then listed, admitted to trading or
quoted or dealt in.
"Scheduled Trading Day" means any day on which the Relevant Stock Exchange for the Ordinary Shares and
ICE Futures Europe are both scheduled to be open for trading for their respective regular trading sessions
(including any day on which trading is scheduled to cease prior to the usual closing time), all as set out in the
respective trading calendars as first published by the Relevant Stock Exchange and ICE Futures Europe in
respect of the year in which such day is falling.
"Securities" or "Security" means any securities including, without limitation, shares in the capital of the Issuer,
or options, warrants or other rights to subscribe for or purchase or acquire shares in the capital of the Issuer.
"Senior Obligations" means all obligations of the Issuer, issued directly or indirectly by it, other than Parity
Obligations and Junior Obligations.
"Settlement Date" means:
(a)
in connection with a Mandatory Conversion on the Final Maturity Date pursuant to Condition 4(a), the
Final Maturity Date (or, if that date is not a Scheduled Trading Day, the next following Scheduled
Trading Day);
(b)
in connection with a Mandatory Conversion at the option of the Issuer pursuant to Condition 4(b), the
second Scheduled Trading Day immediately following the relevant Conversion Date;
(c)
in connection with a Voluntary Conversion at the option of Bondholders pursuant to Condition 4(c):
(i) in the case of a Conversion Date falling on or before the 10th Scheduled Trading Day in any
calendar month, the final Scheduled Trading Day in that calendar month; or
(ii) in the case of a Conversion Date falling after the 10th Scheduled Trading Day in any calendar month
(but prior to the commencement of the next calendar month), the 10th Scheduled Trading Day
falling in the next calendar month after such Conversion Date occurs;
(d)
in connection with a Mandatory Conversion following an Accelerated Conversion Event pursuant to
Condition 4(d), the 12th Scheduled Trading Day immediately following the relevant Conversion Date;
and
(e)
in connection with an Enforcement Event, the day on which the Redemption Amount (if any) is
determined to have become due and payable pursuant to the proceedings referred to in Condition 10.
"Settlement Disruption Event" means, on any day, an event beyond the control of the Issuer as a result of
which CREST cannot settle the book-entry transfer of Ordinary Shares on such day.
"Shareholders" means the holders of Ordinary Shares.
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