Regulatory Filings • Jun 26, 2012
Regulatory Filings
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(incorporated in England and Wales with limited liability under registered number 621920)
This Base Prospectus replaces and supersedes the base prospectus dated 13 December 2005 describing the Programme (as defined below). Any Notes (as defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes already in issue.
Under this £1,000,000,000 Euro Medium Term Note Programme (the Programme), The British Land Company PLC (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
Notes may be issued in bearer or registered form (respectively Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed £1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes.
Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the UK Listing Authority) for Notes issued under the Programme during the period of 12 months from the date of this Base Prospectus to be admitted to the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock Exchange) for such Notes to be admitted to trading on the Regulated Market of the London Stock Exchange (the Market).
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive).
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the London Stock Exchange, will be delivered to the UK Listing Authority and the London Stock Exchange.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market.
This Programme has been assigned a credit rating of A- by Fitch Rating's Limited (Fitch). Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). Notes issued under the Programme may be rated or unrated. Where an issue of Notes is to be rated, the rating assigned to it will not necessarily be the same as the rating assigned to the Programme or the same as ratings assigned to other issues of Notes. Where an issue of Notes is rated, the applicable rating(s) of such Notes will be specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to a relevant issue of Notes will be issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.
The Issuer may agree with any Dealer and Capita Trust Company Limited (the Trustee) as trustee for the holders of the Notes that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a new prospectus in the case of listed Notes only, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes.
| Arranger | |||||
|---|---|---|---|---|---|
| Barclays | |||||
| Dealers | |||||
| BofA Merrill Lynch | Lloyds Bank | ||||
| Barclays | Mitsubishi UFJ Securities | ||||
| Crédit Agricole CIB | Santander Markets |
Global | Banking | & | |
| HSBC | The Royal Bank of Scotland | ||||
| UBS Investment Bank |
The date of this Base Prospectus is 26 June 2012.
This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive).
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency as at the date of issue of the relevant Notes).
The Issuer accepts responsibility for the information contained in this Base Prospectus. 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 Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Base Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant Dealer or the Managers, as the case may be.
Subject as provided below, copies of each Final Terms will be available for viewing on weekdays during normal business hours from the registered office of the Issuer and the specified offices of each of the Paying Agents (as defined below) as set out at the end of this Base Prospectus. In addition, copies of each Final Terms relating to Notes which are either admitted to trading on the Market or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive will be available on the website of the London Stock Exchange. Copies of each Final Terms relating to Notes which are admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be available for viewing in accordance with Article 14(2) of the Prospectus Directive and the rules and regulations of the relevant regulated market. Copies of each Final Terms relating to any other Notes will only be available for inspection by a holder of such Notes upon production of evidence satisfactory to the Issuer, Trustee or Paying Agent as to the identity of such holder.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus.
Neither the Trustee nor the Dealers have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Trustee or the Dealers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Neither the Trustee nor any Dealer accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer, the Trustee or any Dealer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee or any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other evaluation of the Issuer and and/or the Notes or (ii) should be considered as a recommendation by the Issuer, the Trustee or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer, the Trustee or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes 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 Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Trustee and the Dealers expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any information coming to their attention.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to or for the account or benefit of, U.S. persons (see "Subscription and Sale" below).
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer, the Trustee and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Trustee or the Dealers which would permit a public offering of any Notes outside the United Kingdom or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Base Prospectus 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 Base Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Notes in the United States, the European Economic Area (including the United Kingdom) and Japan, see "Subscription and Sale".
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as completed by final terms in relation to the offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:
Some Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in Notes which are complex financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor's overall investment portfolio.
The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
All references in this document to U.S. dollars, U.S.\$ and \$ refer to United States dollars, all references to Sterling and £ refer to pounds sterling, and to euro and € refer to the lawful currency introduced at the start of the third stage of the European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
| OVERVIEW OF THE PROGRAMME |
9 |
|---|---|
| RISK FACTORS | 19 |
| DOCUMENTS INCORPORATED BY REFERENCE |
31 |
| FORM OF THE NOTES |
32 |
| FORM OF FINAL TERMS |
36 |
| TERMS AND CONDITIONS OF THE NOTES | 53 |
| USE OF PROCEEDS | 88 |
| DESCRIPTION OF THE ISSUER | 89 |
| TAXATION |
98 |
| SUBSCRIPTION AND SALE | 101 |
| GENERAL INFORMATION |
104 |
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilising manager(s) (or persons acting on behalf of any stabilising manager(s)) (the Stabilising Manager(s) in the applicable Final Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) in accordance with all applicable laws and rules.
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Final Terms.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meanings in this overview.
| Issuer: | The British Land Company PLC | ||
|---|---|---|---|
| Description: | Euro Medium Term Note Programme | ||
| Arrangers: | Barclays Bank PLC | ||
| Dealers: | Banco Santander, S.A., Barclays Bank PLC, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Lloyds TSB Bank plc, Merrill Lynch International, Mitsubishi UFJ Securities International plc, The Royal Bank of Scotland plc and UBS Limited |
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| and any other Dealers appointed in accordance with the Programme Agreement (as defined under "Subscription and Sale" below). |
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| Risk Factors | There are certain factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme. These are set out under "Risk Factors". In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme. These are set out under "Risk Factors" and include certain risks relating to the structure of particular Notes and certain market risks. |
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| Certain Restrictions: | Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines, regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale") including the following restrictions applicable at the date of this Base Prospectus. |
| Notes having a maturity of less than one year |
Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 (the FSMA) unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent, see "Subscription and Sale" below. |
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| Trustee: | Capita Trust Company Limited. |
| Principal Paying Agent: | The Bank of New York Mellon. |
| Registrar: | Such person as shall be appointed as Registrar by the Issuer prior to the issue of any Registered Notes or Exchangeable Bearer Notes (as defined below) of any Series in accordance with the Agency Agreement (as defined under "Terms and Conditions of the Notes" below). |
| Programme Size: | Up to £1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the |
Programme Agreement.
| Distribution: | Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. |
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| Currencies: | Subject to any applicable legal or regulatory restrictions, any currency agreed between the Issuer and the relevant Dealer. |
| Redenomination: | The applicable Final Terms may provide that certain Notes may be redenominated in euro or any other currency determined from time to time. |
| Maturities: | The Notes will have such maturities as may be agreed between the Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the Issuer or the relevant Specified Currency (as indicated in the Final Terms). |
| Issue Price: | Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium |
over, par.
Form of Notes: The Notes will be issued in bearer or registered form as described in the applicable Final Terms. Notes may be issued in bearer form only (Bearer Notes), in bearer form exchangeable for Registered Notes (Exchangeable Bearer Notes) or in registered form only (Registered Notes).
Each Tranche of Bearer Notes and Exchangeable Bearer Notes will be represented on issue by a Temporary Global Note (as defined below) if (i) definitive Notes are to be made available to Noteholders (as defined below) following the expiry of 40 days after their issue date or (ii) such Notes have an initial maturity of more than one year and are being issued in compliance with the D Rules (as defined in "Overview of the Programme – United States Selling Restrictions"), otherwise such Tranche will be represented by a Permanent Global Note (as defined below). Where either a Temporary Global Note or a Permanent Global Note is intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, the Temporary Global Note or Permanent Global Note, as the case may be, will be delivered on or prior to the original issue date of the relevant Notes to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg); and where such a Temporary Global Note or a Permanent Global Note is not intended to be issued in NGN form, the Temporary Global Note or Permanent Global Note, as the case may be will be delivered on or prior to the original issue date of the relevant Notes to a common depositary (the Common Depositary) for Euroclear and Clearstream Luxembourg.
The NGN form allows the possibility of Notes issued to be held in a manner which will permit them to be recognised as eligible collateral for monetary policy of the central banking system for the euro (the Eurosystem) and intraday credit operations by the Eurosystem either upon issue or at any or all times during their life. However in any particular case such recognition will depend upon satisfaction of the Eurosystem eligibility criteria at the relevant time.
Registered Notes will be represented either (i) in certificated form (certificated Registered Notes) or (ii) in uncertificated form (uncertificated Registered Notes) comprising those Registered Notes which for the time being are uncertificated units of a security in accordance with the Uncertificated Securities Regulations 2001 (the Uncertificated Securities Regulations). Certificated Registered Notes will be represented by Certificates (as defined below), one Certificate being issued in respect of each Noteholder's entire holding of certificated Registered Notes of one Series.
| (a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or (b) on the basis of a reference rate appearing on the |
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| agreed screen page of a commercial quotation service; or (c) on such other basis as may be agreed between the Issuer and the relevant Dealer. The margin (if any) relating to such floating rate will be agreed between the Issuer and the relevant Dealer for |
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| Index Linked Notes: | each Series of Floating Rate Notes. Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree. |
| Other provisions in relation to Floating Rate Notes and Index Linked |
Floating Rate Notes and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both. |
Interest Notes:
Interest on Floating Rate Notes and Index Linked Interest Notes in respect of each Interest Period (as defined below), as agreed prior to issue by the Issuer and the relevant Dealer, will be payable on such Interest Payment Dates (as defined below), and will be calculated on the basis of such Day Count Fraction, as may be agreed between the Issuer and the relevant Dealer. Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant Dealer may agree. Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest other than in the case of late payment. Redemption: The applicable Final Terms will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default (as defined below)) or that such Notes will be redeemable at the option of the Issuer and/or the Noteholders upon giving notice to the Noteholders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Notes may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. Denomination of Notes: Notes having a maturity of less than one year may be subject to restrictions on their denomination and distribution, see "Certain Restrictions: Notes having a
maturity of less than one year" above.
| Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see "Certain Restrictions - Notes having a maturity of less than one year" above, and save that the minimum denomination of each Note admitted to trading on a regulated market within the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency as at the date of issue of the relevant Notes). |
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| Taxation: | All payments in respect of the Notes will be made without deduction or withholding for or on account of tax imposed by the United Kingdom, save as required by law. In the event that any such deduction or withholding in respect of United Kingdom tax is required by law to be made, the Issuer will, save in certain limited circumstances provided in Condition 8, be required to pay additional amounts to cover the amounts so deducted. |
| Negative Pledge: | The terms of the Notes will not contain a negative pledge provision. |
| Restriction on Borrowings: |
The terms of the Notes will contain a restriction on Net Borrowings and Net Unsecured Borrowings as further described in Condition 4. |
| Cross Default: | The terms of the Notes will contain a cross default provision as further described in Condition 10. |
| Status of the Notes: | The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding. |
| Rating: | This Programme has been assigned a credit rating of A by Fitch. Fitch is established in the European Union and is registered under the CRA Regulation. Notes issued under the Programme may be rated or unrated. Where an issue of Notes is to be rated, the rating assigned to it will not necessarily be the same as the rating assigned to the Programme or the same as ratings assigned to other issues of Notes. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. |
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| Listing and admission to trading: |
Application has been made to the UK Listing Authority for Notes issued under the Programme to be admitted to the Official List and to the London Stock Exchange for such Notes to be admitted to trading on the Market. |
| Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer in relation to the Series. Notes which are neither listed nor admitted to trading on any market may also be issued. |
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| The applicable Final Terms will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets. |
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| Governing Law: | The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by and construed in accordance with English law. |
| Selling Restrictions: | There are restrictions on the offer, sale and transfer of the Notes in the United States, the European Economic Area (including the United Kingdom) and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see "Subscription and Sale". |
| United States Selling Restrictions: |
The Issuer is a Category 2 issuer for the purposes of Regulation S under the United States Securities Act of 1933, as amended. |
The Notes will be issued in compliance with U.S. Treasury Regulations S1.163-5(c)(2)(i)(D) (the D Rules) unless (i) the applicable Final Terms states that Notes are issued in compliance with U.S. Treasury Regulations S1.163- 5(c)(2)(i)(C) (the C Rules) or (ii) the Notes are issued other than in circumstances in which the Note will not constitute registration required obligations under the United States Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), which circumstances will be referred to in the applicable Final Terms as a transaction to which TEFRA is not applicable.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with any Notes for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus (including any documents incorporated by reference) and reach their own views prior to making any investment decision.
Property investments are subject to varying degrees of risk. Rental revenues and property values are affected by changes in the general economic climate and local conditions such as an oversupply of space, a reduction in demand for commercial real estate in an area, competition from other available space, increased operating costs and the relative attractiveness to investors generally of property of that type as an investment. Property markets tend to be cyclical and related to the condition of the economy as a whole. The Issuer and its subsidiaries (together, the Group) has experienced in the past and expects to experience in the future, the negative impact of periods of economic slowdown or recession and corresponding declines in the demand for property in the markets in which it operates.
The Group's decision to hold, buy or sell properties may not deliver the expected returns or may fail to meet value or performance expectations because of the Group's failure to anticipate the market cycle correctly. Buying or selling at the wrong point in the property cycle or in the wrong location could lead to an underperformance of the Group's portfolio.
Any decline in rental levels or market values may adversely affect the revenues and operations of the Group and accordingly the Issuer's ability to meet its obligations under the Notes.
The Group is subject to risks generally affecting interests and investments in, and ownership of, real property, including: changes in general political and economic conditions or in specific industry segments; declines in property values; changes in valuation yields due to relative attractiveness of property as an asset class; variations in supply of and demand for office and retail space (or office and retail space of a particular type); obsolescence of properties; declines in rental or occupancy rates; increases in interest rates; changes in rental terms (including the tenants' responsibility for operating expenses); fluctuations in the availability of financing for the acquisition of properties; changes in governmental rules, regulations and fiscal and other policies; war; terrorism and acts of God (where not covered by insurance); changes to the United Kingdom taxation regime in relation to property, in particular, but not limited to, stamp duty land tax; and other factors which are beyond the control of the Group, all of which may affect rental and/or valuation levels and may adversely impact the Issuer's ability to make payments of interest and principal in respect of, inter alia, the Notes when due and payable.
The Group's properties serve a broad range of occupiers. Therefore, the success of the business is dependent, to a significant degree, on the financial performance of a wide range of industries. Any prolonged economic downturn in the United Kingdom and continental Europe (or indeed in the sectors in which the Group's tenants operate) could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.
Further, a substantial proportion of the Group's properties are located in the UK and many of these are in London. Consequently, any downturn in the UK's economy as a whole, or localised downturn in an area with significant assets, could materially adversely affect the Group's business, results of operations, financial condition and prospects particularly as the Group has only limited ability to offset such a downturn through alternative activities.
The Issuer's ability to fulfil its obligations under the Notes will depend on the Group continuing to receive a significant level of rent from its tenants. The Issuer's ability to fulfil such obligations could be affected if occupancy levels were to fall or if a significant number of tenants were unable to meet their obligations.
The Group derives a significant portion of its revenue directly or indirectly from rent received from its major retail tenants, including anchor tenants, and major office tenants. Major retail tenants and major office tenants generally pay a significant portion of the total rents at a property and, in some cases, contribute to the success of securing other tenants by attracting significant numbers of customers to the property. A downturn in business, bankruptcy or insolvency could force a major retail tenant or major office tenant to default on its rental obligations and/or vacate the premises. Such a default, in particular by one of the Group's top 20 tenants, could result in a loss of rental income, void costs, an increase in bad debts, and decrease the value of the property. Moreover, such a default may prevent the Group from increasing rents or result in lease terminations by, or reductions in rent for, other tenants under the conditions of their leases.
As existing leases terminate or become subject to tenant break options or space needs to be re-let for other reasons, there can be no assurance that such space will be re-let or, if re-let, that it will be re-let on terms (including rental levels) as favourable to the Group as those currently, or then, existing or that new tenants will be as creditworthy as existing tenants.
Various laws may require current or previous owners or occupiers of property to investigate and/or clean-up hazardous or toxic substances. Owners or occupiers may also be obliged to pay for property damage and for investigation and clean-up costs incurred by others in connection with such substances. Such laws typically impose clean-up responsibility and liability having regard to whether such owners or occupiers knew of, or caused, the presence or escape of the substances. Even if more than one person may have been responsible or liable for the contamination, each person caught by the relevant environmental laws may be held responsible for all of the clean-up costs incurred.
In addition, third parties may bring legal proceedings against a current or previous owner, occupier or other party in control of property for damages and costs resulting from substances emanating from that property. These damages and costs may be substantial. The presence of substances on a property could also result in personal injury or similar claims by private claimants.
Failure to future-proof our buildings against extreme weather occurrences or legislation may result in reduced investor and occupier interest in the Group's buildings, disruption for occupiers and additional costs for the Group and its occupiers to adapt buildings or meet new legislative requirements.
The Group uses its development programme to create new properties that target incremental return on investment. The Group's development programme involves a higher degree of risk than its standing investment properties and requires that the Group accurately assess the development opportunity, including the return on investment, transport and other infrastructure attributes of the location, quality of specification, configuration and flexibility of accommodation, and timing and delivery of the completed property.
Inaccurate assessment of a development opportunity or a decrease in tenant demand due to competition from other commercial real estate properties or adverse market conditions could result in a substantial proportion of the development remaining vacant after completion and exert pressure on the Group to provide rental incentives to tenants.
Inaccurate assessment of a residential development opportunity or a decrease in occupier demand due to competition from other real estate properties or adverse market conditions could result in a substantial proportion of residential developments remaining unsold after completion.
The Group's strategy for development of prime commercial real estate requires that it hire skilled third party contractors to provide construction, engineering and various other services for the properties it is developing. The Group may hire a contractor that subsequently becomes insolvent, causing cost overruns, programme delays and the acceptance of riskier contractor covenants. The risk of such insolvency increases the risk of the Group being unable to recover costs in relation to any future latent defects subject to repair covenants given by the Group to tenants, to the extent that such costs are not otherwise covered by latent defect insurance.
The Group depends on skilled third party contractors for the timely construction of its developments in accordance with international standards of quality and safety. The process of construction may be delayed or disrupted by a number of factors, such as inclement weather or acts of nature, industrial accidents and defective building methods or materials. Any of these factors, alone or in combination, could delay or disrupt the construction process by halting the construction process or damaging materials or the development itself. In addition, the costs of construction depend primarily on the costs of materials and labour, which may be subject to significant unforeseen increases. The Group may not be able to recover for cost overruns under its insurance policies or from the responsible contractor or sub-contractor or may incur holding costs.
The Group's development projects are subject to the hazards and risks normally associated with the construction and development of commercial real estate, including personal injury and property damage. The occurrence of any of these events could result in significant increased operating costs, reputational damage, fines, legal fees, or criminal prosecution of the Issuer, and its directors or management.
In each of the jurisdictions in which the Group operates, it has to comply with laws, regulations and administrative policies which relate to, among other matters, listing regulations, tax, REITs (as defined below), financial accounting, planning, developing, building, land use, fire, health and safety, the environment and employment. These regulations often give broad discretion to the administering authorities. Each aspect of the regulatory environment in which the Group operates is subject to change, which may be retrospective, and changes in regulations could affect operational costs, costs of property ownership, the rate of building obsolescence and the value of properties.
The group of companies of which the Issuer is the principal company (for the purposes of section 606 Corporation Tax Act 2010) converted to real estate investment trust (REIT) status on 1 January 2007. Broadly, the effect of being a REIT is that the Issuer and certain of its subsidiaries (the BL REIT Group) benefit from an exemption from UK corporation tax on income from its property rental business and on gains arising on disposal of investment properties that were used for the purposes of its property rental business.
Since 1 January 2007 the BL REIT Group has satisfied the conditions set out in Part 12 of the Corporation Tax Act 2010 in each accounting period ended before the date of this Base Prospectus and has therefore maintained REIT status. Noteholders should be aware that a number of conditions will need to continue to be satisfied in order for REIT status to be maintained in respect of the BL REIT Group. In addition, certain tax liabilities may arise for the BL REIT Group under the UK REIT regime, for example:
Although the Issuer currently intends to maintain REIT status, there is no guarantee that this will remain the case and/or that liabilities arising under the UK REIT regime may not be incurred. It is currently anticipated that the UK REIT regime will be amended by the introduction of legislation in Finance Bill 2012 which is intended to make it easier for companies and groups to obtain and maintain REIT status and to make the regime more flexible.
The Issuer's European investments are valued in euro. The Issuer reports its financial results in Sterling and must translate the valuations of its European properties from euro to Sterling. This exposure is hedged by matching the value of the foreign assets with borrowings in foreign currencies. The Group also engages overseas suppliers and contractors and purchases materials from overseas, particularly in relation to its development projects. If such contracts are denominated in foreign currencies and not hedged into Sterling, or if contracts for materials and services required are to be sourced overseas and have not yet been entered into, the Group could be exposed to fluctuations in foreign currency exchange rates. To the extent that the Group does not hedge its exposure to foreign currency exchange rate fluctuations, or to the extent that such hedging is inaccurate or otherwise ineffective, the Group could be exposed to fluctuations in foreign currency exchange rates.
The Group is exposed to interest-rate risks on the loans it has taken out to finance its investments. An increase in interest rates could have a negative impact on the Group's results. Part of the Group's exposure to variable rates is hedged through derivatives but these hedges could be insufficient to cover these risks. Moreover, changes in interest rates could have a negative impact on the Group's results and/or its financial position.
The Group's business model requires a relatively small staff of key skilled professionals to manage a relatively large property portfolio. The departure of key skilled professionals could cause disruption to the management structure and relationships, an increase in costs associated with staff replacement, lost business relationships or reputational damage, which could have a material adverse effect on the Group's business, financial condition and results of operations.
The Issuer does not have insurance coverage for certain types of catastrophic losses, which are not insurable or for which economically reasonable insurance is unavailable. In addition, there can be no guarantee that the Issuer's current insurance coverage will not be cancelled or become unavailable on economically reasonable terms in the future. If the Issuer were to suffer damage to an asset for which it was uninsured, it may be forced to obtain additional financing, to repair or rebuild the damaged asset or lose the value of the damaged asset altogether.
Liquidity risk is the possibility of being unable to meet all present and future financial obligations as they become due. To mitigate its liquidity risk and augment its capital resources, the Issuer currently relies on the following forms of financing: bank facilities (i.e., committed lines of credit from major banks) and public and private bond issuance. The current global economic downturn and serious dislocation of financial markets around the world have caused a number of the world's largest financial and other institutions significant operational and financial difficulties. Such difficulties could inhibit the ability of some banks that currently provide credit facilities to the Issuer to honour their respective pre-existing lending commitments in the longer term and could limit the Issuer's ability to access new funding over the longer term. If, in the longer term, the Issuer is unable to access funding available under its then existing credit facilities, or is unable to access funding through alternative arrangements, it may be unable to meet its financial obligations (including interest payments, loan repayments, operating expenses, development costs and dividends) when they fall due or to raise new funding needed to finance its operations.
Each of these sources of financing could also become unavailable to the Issuer, for example, if a reduction in its credit rating makes the cost of accessing the public and private debt markets prohibitive. Although the Issuer considers that the diversity of its financing helps to protect it from liquidity risk, it could find itself unable to access any or all of these sources of financing at reasonable rates or at all. Any failure by lenders to fulfil their obligations to the Issuer as well as the inability of the Issuer to access new funding in the longer term may impact the Issuer's cash flow and liquidity, which could have a material adverse effect on its business, results of operations, financial condition and prospects.
A large number of major international financial institutions are counterparties to the interest rate derivatives and foreign exchange contracts or deposits and investments contracted by the Group. In the case of default by a counterparty, the Issuer could lose all or part of its deposits and investments or may lose the benefit from hedges signed with such counterparties. This could then result in an increase in interest rate or currency exposure.
The Issuer and the investment funds (including unit trusts) and joint ventures in which it has an interest have a substantial amount of outstanding secured and unsecured indebtedness. The secured debt consists primarily of securitisations, loan notes, credit facilities and debentures and its unsecured debt consists of revolving credit facilities and bonds issued in private placements. The terms of the secured debt contain financial covenants that may limit the discretion of the Issuer and the investment funds and joint ventures through which it holds certain property interests in operating their respective businesses. The secured and unsecured indebtedness contain financial covenants in relation to income and asset coverage ratios as well as ratios on the amount of net unsecured indebtedness. If the Issuer or any investment funds or joint ventures in which it has an interest is unable to comply with applicable financial covenants, including as a result of events outside of its control, such as severe economic downturns or a change of control at the relevant borrower entity, it could lead to the acceleration of the related debt and the acceleration of debt under any other debt instruments containing cross-acceleration or cross-default provisions. If the debt owed by the Issuer or any investment funds or joint ventures in which it has an interest were to be accelerated or crossaccelerated, the Issuer may not be able to refinance or otherwise repay its indebtedness, which could have a material adverse effect on its business, financial condition, results of operations, future prospects.
The operating and financial performance of the Group is influenced by global macroeconomic conditions.
Following the liquidity crisis that beset financial institutions beginning in September 2008 and the global economic recession that followed, certain governments and central banks took measures to lower interest rates in an effort to ameliorate economic conditions. Despite the global economy showing signs of recovery since 2009, uncertainty remains as to the extent of such recovery and there is still the potential for a "double-dip" recession or a slow recovery, which could lead to a reduction of income for the Group. There can be no assurance that any further steps taken by national governments will improve general global economic conditions.
Further, more recent economic developments may have an adverse impact upon revenue levels of the Group. A number of countries who have adopted the euro (Eurozone Countries), such as Greece and Italy, have been facing increasingly high yields on sovereign debt issues. This has heightened the possibility that one or more Eurozone Countries may exit the euro or that the euro may be restructured and/or replaced with an alternative currency. Any alteration in the membership of the Eurozone Countries may have a negative impact on the markets forming part of the Eurozone Countries which in turn may have a negative impact on the Group and/or the value of its assets and accordingly, the financial condition of the Issuer and the value of any Notes issued by it. These more recent factors have led to increased market volatility and uncertainty across asset classes, including (without limitation), stock markets, foreign exchange markets and fixed income markets.
Prospective investors should ensure that they are aware of current global macroeconomic conditions and responses to the global financial crisis and should take these factors into account when evaluating the risks and merits of an investment in the Notes.
A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of certain of such features:
An optional redemption feature is likely to limit the market value of any Notes. During any period when the Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.
If the Issuer would be obliged to increase the amounts payable in respect of the Notes due to any change in or amendment to the laws or regulations of the United Kingdom or any political subdivision thereof or of any authority therein or thereof having the power to tax or in the application or official interpretation thereof and such obligation cannot be avoided by the Issuer taking reasonable measures available to it, the Issuer may be entitled to redeem all outstanding Notes in accordance with the Terms and Conditions of the Notes. It may not be possible for an investor to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes and this may only be possible at a significantly lower rate.
The Issuer may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuer may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:
(iii) payment of principal or interest may occur at a different time or in a different currency than expected;
(iv) they may lose all or a substantial portion of their principal;
(v) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
(vi) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified;
(vii) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield; and
(viii) The historical experience of an index should not be viewed as an indication of the future performance of such index during the term of any Index Linked Notes. Accordingly, prospective investors should consult their own financial and legal advisers about the risk entailed by an investment in any Index Linked Notes and the suitability of such Notes in light of their particular circumstances.
The Issuer may issue Notes where the issue price is payable in more than one instalment. Failure to pay any subsequent instalment could result in an investor losing all of his investment.
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as the London Interbank Offered Rate (LIBOR). The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes may bear interest at a rate that the Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The Issuer's ability to convert the interest rate will affect the secondary market and the market value of such Notes since the Issuer may be expected to convert the rate when it is likely to produce a lower overall cost of borrowing. If the Issuer converts from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. If the Issuer converts from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on its Notes.
Notes issued at a substantial discount or premium
The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interest-bearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.
Set out below is a brief description of certain risks relating to the Notes generally:
Condition 10 contains the Events of Default. For an event to constitute an Event of Default, in a number of cases, including breach of the covenants set out in Condition 4, the Trustee must first certify in writing to the Issuer that such event is in its opinion materially prejudicial to the interests of the Noteholders. It may be difficult for the Trustee to determine that such is the case. The Trustee may seek outside professional advice before exercising its discretion in such circumstances. This may delay any action being taken and it may be that although a breach has occurred, including breach of the covenants set out in Condition 4, the Trustee would be unable to so certify.
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) the substitution of any successor in business to the Issuer or of a Subsidiary either of the Issuer or any successor in business to the Issuer as principal debtor under any Notes in place of the Issuer or any successor in business to the Issuer, in the circumstances described in Conditions 15 and 16 of the Terms and Conditions of the Notes.
If the United Kingdom joins the European Monetary Union prior to the maturity of any Notes, there is no assurance that this would not adversely affect investors in those Notes issued in Sterling. It is possible that prior to the maturity of any Notes the United Kingdom may become a participating Member State and that the Euro may become the lawful currency of the United Kingdom. In that event (i) all amounts payable in respect of the Notes denominated in Sterling may become payable in Euro, and (ii) the law may allow or require such Notes to be re-denominated into Euro and additional measures to be taken in respect of such Notes. The introduction of the Euro could also be accompanied by a volatile interest rate environment, which could adversely affect investors in the Notes.
Potential investors should consider the tax consequences of investing in the Notes and consult their own tax advisers in light of their personal situations.
Under EC Council Directive 2003/48/EC (the Savings Directive) on the taxation of savings income in the form of interest payments, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entity established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).
The European Commission has proposed certain amendments to the Savings Directive which may, if implemented, amend or broaden the scope of the requirements described above.
If a payment is made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax is withheld from that payment, neither the Issuer nor any Paying Agent nor any other person will be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Savings Directive or any law implementing or complying with, or introduced in order to conform to, the Savings Directive.
Investors whose investment activities are subject to investment laws and regulations or to review or regulation by certain authorities may be subject to restrictions on investments in certain types of debt securities. Investors should review and consider such restrictions prior to investing in the Notes.
The Terms and Conditions of the Notes are based on English law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of issue of the relevant Notes.
Notes issued in NGN form are intended to be held in a manner which will allow Eurosystem eligibility; however, prospective investors are advised that this does not automatically mean that Notes will be recognised as eligible collateral by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that its holding amounts to a Specified Denomination.
If definitive Notes are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:
Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities, illiquidity may have a severely adverse effect on the market value of Notes.
The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's Currency-equivalent yield on the Notes, (2) the Investor's Currency equivalent value of the principal payable on the Notes and (3) the Investor's Currency equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.
Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes.
A key difference between Floating Rate Notes and Fixed Rate Notes is that interest income on Floating Rate Notes cannot be anticipated. Due to varying interest income, investors are not able to determine a definite yield of Floating Rate Notes at the time they purchase them, so that their return on investment cannot be compared with that of investments having longer fixed interest periods. If the terms and conditions of any Notes provide for frequent interest payment dates, investors are exposed to the reinvestment risk if market interest rates decline. That is, investors may reinvest the interest income paid to them only at the relevant lower interest rates then prevailing.
Changes in market interest rates have a substantially stronger impact on the prices of Zero Coupon Notes than on the prices of Notes bearing fixed or floating rate interest because the discounted issue prices are substantially below par. If market interest rates increase, Zero Coupon Notes can suffer higher price losses than other Notes having the same maturity and credit rating. Due to their leverage effect, Zero Coupon Notes are a type of investment associated with a particularly high price risk.
One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
In general, European regulated investors are restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to the credit rating agencies and ratings will be disclosed in the Final Terms.
The following documents which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the Financial Services Authority shall be incorporated in, and form part of, this Base Prospectus (save that any statement 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 this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise) and any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus):
(a) the auditors' report and audited consolidated annual financial statements of the Issuer for the financial year ended 31st March, 2012 which appear on pages 100 to 147 of the annual report for the year ended 31st March, 2012 (the 2012 Annual Report); and
(b) the auditors' report and audited consolidated annual financial statements of the Issuer for the financial year ended 31st March, 2011 which appear on pages 133 to 180 of the annual report for the year ended 31st March, 2011 (the 2011 Annual Report).
Following the publication of this Base Prospectus a supplement may be prepared by the Issuer and approved by the UK Listing Authority in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall to the extent applicable (whether expressly, by implication or otherwise) be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.
Any documents which are incorporated by reference into the documents listed above shall not constitute part of this Base Prospectus. The non-incorporated parts of the 2011 Annual Report and 2012 Annual Report are either not relevant for investors or are covered elsewhere in this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus can be obtained from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London. Copies of documents incorporated by reference in this Base Prospectus will also be available on the website of the London Stock Exchange.
The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Notes, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes.
Each Tranche of Bearer Notes (including Exchangeable Bearer Notes) will be issued in the form of a temporary global note (a Temporary Global Note) or if so specified in the applicable Final Terms a permanent global note (a Permanent Global Note, together with a Temporary Global Note, the Global Notes and each a Global Note) which, in either case, will:
(i) where such Global Note is intended to be issued in new global note (NGN) form, as stated in the applicable Final Terms, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg); and
(ii) where such Global Note is not intended to be issued in NGN form, as stated in the applicable final terms, be delivered on or prior to the original issue date of the Tranche to a common depository (the Common Depository) for Euroclear and Clearstream, Luxembourg.
Upon deposit of the Temporary Global Note(s) with the Common Depositary or the Common Safekeeper, as the case may be, Euroclear or Clearstream, Luxembourg will credit each subscriber with a nominal amount of Notes equal to the nominal amount thereof for which it has subscribed. Depositing the Global Notes with the Common Safekeeper does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.
Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Principal Paying Agent.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.
Each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg as the holder of a Note represented by a Global Note must look solely to Euroclear and/or Clearstream, Luxembourg for his share of each payment made by the Issuer to the bearer of such Global Note and in relation to all other rights arising under such Global Note, subject to and in accordance with the respective rules and procedures of Euroclear and/or Clearstream, Luxembourg. Such persons shall have no claim directly against the Issuer in respect of payments due on the Notes for so long as the Notes are represented by such Global Note and such obligations of the Issuer will be discharged by payment to the bearer of such Global Note in respect of each amount so paid.
Each Temporary Global Note will be exchangeable (free of charge to the holder) on or after the Exchange Date, either in whole or in part, upon certification as to non-U.S. beneficial ownership (in a form to be provided) for interests in a Permanent Global Note or, if so provided in the applicable Final Terms, for definitive Bearer Notes with, where applicable, receipts, interest coupons and talons attached or, if the Temporary Global Note is also an Exchangeable Bearer Note, certificated Registered Notes.
Each Permanent Global Note will be exchangeable (free of charge to the holder) on or after the Exchange Date in whole but not, except as provided under "Partial Exchange of Permanent Global Notes" below, in part for:
(a) definitive Bearer Notes with, where applicable, receipts, interest coupons and talons attached, only:
(i) upon the occurrence of an Event of Default;
(ii) if either Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so and no successor clearing system is available; or
(iii) if the Issuer would suffer a disadvantage as a result of a change in laws or regulations (taxation or otherwise) or as a result of a change in the practice of Euroclear and/or Clearstream, Luxembourg which would not be suffered were the Notes in definitive form and a certificate to such effect signed by two Directors is given to the Trustee.
The Issuer will promptly give notice to the Noteholders in accordance with Condition 14 if any of the events in (i), (ii) or (iii) above occurs. In the event of the occurrence of any of the events in (i), (ii) or (iii) above, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Principal Paying Agent requesting exchange; or
(b) if the Permanent Global Note is an Exchangeable Bearer Note, certificated Registered Notes upon the holder of an interest in such Permanent Global Note giving notice to the Principal Paying Agent of its election to exchange the whole of such Global Note for certificated Registered Notes.
Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) if the Permanent Global Note is not intended to be issued in NGN form of the Permanent Global Note) without any requirement for certification.
For so long as a Permanent Global Note is held on behalf of a clearing system and the rules of that clearing system permit, the Permanent Global Note will be exchangeable (free of charge to the holder) on or after the Exchange Date in part on one or more occasions for:
(a) if the Permanent Global Note is an Exchangeable Bearer Note, certificated Registered Notes upon the holder of an interest in such Permanent Global Note giving notice to the Principal Paying Agent of its election to exchange a part of such Global Note for certificated Registered Notes; or
(b) definitive Bearer Notes with, where applicable, receipts, interest coupons and talons attached if so provided in, and in accordance with, the Conditions (which will be set out in the applicable Final Terms) relating to partly-paid Notes.
Exchange Date means, in relation to a Temporary Global Note, the day falling after the expiry of 40 days after its issue date and, in relation to a Permanent Global Note, a day falling not less than 60 days, or in the case of an exchange for certificated Registered Notes 5 days, after that on which notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Principal Paying Agent is located and in the city in which the relevant clearing system is located.
The following legend will appear on all Bearer Notes which have an original maturity of more than 365 days and on all receipts and interest coupons relating to such Notes:
"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."
The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts or interest coupons.
Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.
The provisions relating to partly-paid Notes are not set out in this Base Prospectus but will be contained in the applicable Final Terms and thereby in the Global Notes. While any instalments of the subscription moneys due from the holder of partly-paid Notes are overdue, no interest in a Global Note may be exchanged for an interest in a Permanent Global Note or for definitive Bearer Notes or certificated Registered Notes (as the case may be). If any Noteholder fails to pay any instalment due on any partly-paid Notes within the time specified, the Issuer may forfeit such Notes (subject to the provisions of the applicable Final Terms and relevant provisions of law) and shall have no further obligation to their holder in respect of them.
Each Tranche of Registered Notes will initially be issued in either:
(i) uncertificated form (uncertificated Registered Notes), comprising Registered Notes which are for the time being uncertificated units of a security in accordance with the Uncertificated Securities Regulations 2001 (as amended from time to time); or
Uncertificated Registered Notes will initially be credited to the subscribers' CREST accounts on the issue date thereof upon certification as to non-U.S. beneficial ownership.
Certificated Registered Notes will be represented by registered certificates (Certificates) and will initially be delivered to the subscribers thereof upon certification as to non-U.S. beneficial ownership. Each Certificate shall represent the entire holding of certificated Registered Notes of each Series by the same holder.
Title to Registered Notes will pass upon registration in the register (the Register) which the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement, unless applicable law provides otherwise or provides for additional formalities for transfer of title.
Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme.
[Date]
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 26 June 2012 (as supplemented from time to time, the Base Prospectus) which constitutes a base prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and copies may be obtained from the registered office of the Issuer at York House, 45 Seymour Street, London W1H 7LX, from The Bank of New York Mellon at One Canada Square, Canary Wharf, London, E14 5AL and on the website of the London Stock Exchange.
[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.]
[When adding any other final terms or information consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive]
[If the Notes have a maturity of less than one year, the minimum denomination must be £100,000 or its equivalent in any other currency.]
(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
Specified Currency or Currencies: [ ]
(ii) Tranche: [ ]
Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]
6 (i) Specified Denomination(s): [For multiple Specified Denominations greater than €100,000 (or equivalent in other currencies) insert: €100,000 and integral multiples of [€1,000] in excess thereof up to and including [€199,000]. No Notes in definitive form will be issued with a denomination above [€199,000].]
(N.B. If an issue of Notes is (i) NOT admitted to trading on a regulated market within the European Economic Area; and (ii) only offered in the European Economic Area in circumstances where a prospectus is not required to be published under the Prospectus Directive, the €[100,000] minimum denomination is not applicable)
(ii) Calculation Amount: [ ]
[If there is only one Specified Denomination and no integral multiples in excess thereof, insert the Specified Denomination. If there is more than one Specified Denomination and no integral multiples in excess thereof, insert the highest common factor of the Specified Denominations. If there are integral multiples in excess of the Specified Denomination(s), insert the highest common factor of the integral multiples and the Specified Denomination(s).] [Note: There must be a common factor in the case of integral multiples in excess of the Specified Denomination(s) or two or more Specified Denominations]
| 9. | Interest Basis: | [[ | ] per cent. Fixed Rate] | ||||||
|---|---|---|---|---|---|---|---|---|---|
| [[LIBOR/ Rate] |
EURIBOR] +/- [ | ] | per | cent. | Floating | ||||
| [Zero Coupon] | |||||||||
| [Index | [Dual Currency Interest] | Linked | Interest] | ||||||
| [specify | particulars specified below) | other] | (further | ||||||
| 10. | Redemption/Payment Basis: | [Redemption Redemption] [Partly Paid] [Instalment] [specify other] |
at [Dual |
par] Currency |
[Index | Linked Redemption] |
|||
| will apply.) | (N.B. If the Final Redemption Amount is other than 100% of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to Commission Regulation (EC) No 809/2004 (the Prospectus Directive Regulation) |
||||||||
| 11. | Change of Interest Basis or Redemption/ Payment Basis: |
[Specify details of any provision for change of Notes into Redemption/ Payment Basis] |
another | Interest | Basis or |
||||
| 12. | Put/Call Options: | [Investor Put] | |||||||
| [Issuer Call] | |||||||||
| [(further particulars specified below)] | |||||||||
| 13. | (i) | Status of the Notes: | Senior | ||||||
| (ii) | [Date [Board] approval for issuance of Notes obtained:] |
[ of Notes) |
] [and [ ], (N.B. Only relevant where Board (or similar) authorisation is required for the particular tranche |
respectively]] | |||||
| 14. | Method of distribution: | [Syndicated/Non-syndicated] |
| 15. | Fixed Rate Note Provisions (i) Rate[(s)] of Interest: [ |
[Applicable/Not Applicable] (If not applicable, delete the remaining sub paragraphs of this paragraph) |
|
|---|---|---|---|
| ] per cent. per annum [payable [annually/semi-annually/quarterly] in arrear] (If payable other than annually, consider amending Condition 5) |
|||
| (ii) | Interest Payment Date(s): | [[ ] in each year up to and including the Maturity Date]/[specify other] (NB: This will need to be amended in the case of long or short coupons) |
|
| [specify Business Day convention and applicable Business Centres/ not adjusted] |
|||
| (iii) | Fixed Coupon Amount(s) (applicable to Notes in definitive form): |
[ ] per Calculation Amount |
|
| (iv) | Broken Amount(s) (applicable to Notes in definitive form): |
[ ] per Calculation Amount, payable on the Interest Payment Date falling [in/on] [ ] |
|
| (v) Day Count Fraction: |
[30/360 or Actual/Actual (ICMA) or specify other] | ||
| (vi) | [Determination Date(s): | [ ] in each year |
|
| [Insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon] (NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration) (NB: Only relevant where Day Count Fraction is Actual/Actual (ICMA))] |
|||
| (vii) | Other terms relating to the method of calculating interest for Fixed Rate Notes: |
[Not applicable/Give details] | |
| 16. | Floating Rate Note Provisions | [Applicable/Not Applicable] (If not applicable, delete the remaining sub paragraphs of this paragraph) |
|
| (i) | Specified Period(s)/Specified Interest Payment Dates: |
[ ] |
| (ii) | Business Day Convention: | [Floating | Rate | Convention/Following | Business | |
|---|---|---|---|---|---|---|
| Day | Convention/Modified | Following | Business | |||
| Day | Convention/Preceding | Business | Day | |||
| Convention/[specify other]] |
–Reference Rate: [ ]
(Either LIBOR, EURIBOR or other, although additional information is required if other – including fall back provisions in the Agency Agreement)
–Interest Determination Date(s): [ ]
(Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET II System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)
– –Relevant Screen Page: [ ]
(In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)
–Reset Date: [ ]
(ix) Margin(s): [+/-] [ ] per cent. per annum
Actual/365 (Fixed)
Actual/365 (Sterling)
Actual/360
30/360
30E/360
30E/360 (ISDA)
Other]
(See Condition 5 for alternatives)
(If not applicable, delete the remaining subparagraphs of this paragraph)
Provisions
| (i) | Index/Formula/other variable: |
[give or annex details] | |
|---|---|---|---|
| (ii) | Calculation Agent : |
[give name (and if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, address)] |
|
| (iii) | Party responsible for calculating the Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent): |
[ ] |
|
| (iv) | Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable: |
[need to include a description of market disruption or settlement disruption events and adjustment provisions] |
|
| (v) | Specified Period(s)/Specified Interest Payment Dates: |
[ ] |
|
| (vi) | Business Day Convention: | [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention /Preceding Business Day Convention/specify other] |
|
| (vii) | Additional Business Centre(s): |
[ ] |
|
| (viii) | Minimum Rate of Interest: | [ ] per cent. per annum |
|
| (ix) | Maximum Rate of Interest: | [ ] per cent. per annum |
|
| (x) | Day Count Fraction: | [ ] |
|
| 19. | Dual Currency Note Provisions | [Applicable/Not Applicable] (If not applicable, delete the remaining sub paragraphs of this paragraph) |
|
| (i) | Rate of Exchange/method of calculating Rate of Exchange: |
[give or annex details] | |
| (ii) | Party, if any, responsible for calculating the principal and/or interest payable (if not the Agent): |
[ ] |
[the greater of:
(a) 100 per cent. of the principal amount; and
(b) that price (expressed as a percentage) (as reported in writing to the Issuer and the Trustee by a financial adviser nominated by the Issuer and approved by the Trustee) (and rounded to three decimal places (0.0005 being rounded upwards)) at which the Gross Redemption Yield (determined by reference to the middle-market price) on the Notes on the Relevant Date is equal to the [Gross Redemption Yield of the Relevant Treasury Stock]/[Redemption Rate] on the Relevant Date plus []%.
For these purposes
Gross Redemption Yield on the Notes and on the [Relevant Treasury Stock]/[Relevant EIB Bonds] will be expressed as a percentage and will be calculated on the basis indicated by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields" published 8 June 1998 with effect from 1 November 1998 and updated on 16 March 2005 (and as further updated, supplemented, amended or replaced from time to time) page 5 or any replacement therefore or on such other basis as the Trustee may approve;
Relevant Date means the date which is two Business Days prior to the publication or dispatch of the notice of redemption under Condition 7(c);
[Redemption Rate means the Relevant EIB Redemption Rate or, if the Relevant EIB Redemption Rate is not able to be determined, such other rate as may be approved by the Trustee;]
[Relevant EIB Bonds means such sterling bonds of the European Investment Bank (or successor thereto) as the Trustee (with the advice of an investment bank as may be approved by the Trustee) and the Issuer may determine (failing such determination, as determined by the Trustee with such advice) to be a benchmark bond, the duration of which most closely matches the then duration of the Notes (taking into account any scheduled amortisation of the Notes), as calculated by or on behalf of the Trustee;]
[Relevant EIB Redemption Rate means the Gross Redemption Yield (determined by reference to the middle market price) of the Relevant EIB Bonds.]
[Relevant Treasury Stock means such government stock as the Trustee (with the advice of an investment bank as may be approved by the Trustee) and the Issuer may determine (failing such determination, as determined by the Trustee with such advice) to be a benchmark gilt, the duration of which most closely matches the then duration of the Notes (taking into account any scheduled amortisation of the Notes), as calculated by or on behalf of the Trustee.]
(iii) If redeemable in part:
(a) Minimum Redemption Amount: [ ]
(b) Maximum Redemption Amount: [ ]
(iv) Notice period (if other than as set out in the Conditions): [ ]
(N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Principal Paying Agent or Trustee)
(N.B. If setting notice periods which are different to those provided in the Conditions, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Principal Paying Agent or Trustee. Additionally, the minimum notice period for Notes held through the clearing systems would be five Business Days. )
(N.B. If the Final Redemption Amount is not 100% of the nominal value the Notes will be derivative securities for the purposes of the Prospectus Directive and the requirements of Annex XII to the Prospectus Directive Regulation will apply.)
[Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Bearer Notes in the limited circumstances specified in the Permanent Global Note]
[Temporary Global Note exchangeable for definitive Bearer Notes/certificated Registered Notes on and after the Exchange Date]
[Permanent Global Note exchangeable for definitive Bearer Notes/certificated Registered Notes in the limited circumstances specified in the Permanent Global Note.]
[The Notes are Exchangeable Bearer Notes]
[Registered Notes:
[certificated]/[uncertificated] Registered Notes]
[Name and address of Registrar and Transfer Agent(s)]
(Note that, in the case of Registered Notes or Exchangeable Bearer Notes, it will be necessary to appoint a Registrar and Transfer Agent(s))
(Ensure that this is consistent with the wording in the "Form of the Notes" section in the Base Prospectus and the Notes themselves)
New Global Note: [Yes] [No]
[Not Applicable/give details] (Note that this item relates to the place of payment and not Interest Period end dates to which items 16(iv) and 18(vii) relate)
[Yes/No. If yes, give details]
[Not Applicable/give details. NB: a new form of Temporary Global Note and/or Permanent Global Note may be required for Partly Paid issues]
(ii) Instalment Date(s): [Not Applicable/give details]
Redenomination applicable: Redenomination [not] applicable (If Redenomination is applicable, specify the terms of the redenomination in an Annex to the Final Terms)
(Consideration should be given as to whether such terms constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive).
| 32. | (i) | If | syndicated, Managers: |
names | of | Not Applicable/give names |
|---|---|---|---|---|---|---|
| (If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies, include names of entities agreeing to underwrite the issue on a firm commitment basis and names of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers.) |
||||||
| (ii) | Stabilising Manager (if any): | [Not Applicable/give name] | ||||
| 33. | Dealer: | If non-syndicated, name of relevant | [Name] | |||
| 34. | U.S. Selling Restrictions: | [TEFRA D/TEFRA C/TEFRA not applicable] | ||||
| 35. | Additional selling restrictions: | [Not Applicable/give details] |
These Final Terms comprise the final terms required for issue and admission to trading on [specify relevant regulated market (for example the London Stock Exchange's regulated market) and, if relevant listing on an official list (for example, the Official List of the UK Listing Authority)] of the Notes described herein pursuant to the £1,000,000,000 Euro Medium Term Note Programme of The British Land Company PLC.]
The Issuer accepts responsibility for the information contained in these Final Terms.[[ ] has been extracted from [ ]. 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 [ ],no facts have been omitted which would render the reproduced information inaccurate or misleading.]
Signed on behalf of the Issuer:
By
Duly authorised
(i) Admission to trading: [Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [specify regulated market] with effect from [ ]]
[Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on [specify relevant regulated market] with effect from [ ]].
[Not Applicable]
(ii) Estimate of total expenses related to admission to trading: [ ]
Ratings: [The Notes to be issued [[have been] / [are expected to be] rated [insert details] by [insert legal name of relevant credit rating agency entity(ies)]]
[The Notes to be issued have not been rated]
(The above disclosure should reflect the rating allocated to Notes of the type being issued under the Programme generally or, where the issue has been specifically rated, that rating)
[[Insert credit rating agency] is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended).]
[[Insert credit rating agency] is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009 (as amended).]
[[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended). The ratings [[have been]/[are expected to be]] endorsed by [insert the name of the relevant EU-registered rating agency] in accordance with Regulation (EC) No 1060/2009 (as amended). [Insert the name of the relevant EU-registered credit rating agency] is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended).]
[[Insert credit rating agency] is not established in the European Union and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended), but it is certified in accordance with such Regulation.]
[Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. - Amend as appropriate if there are other interests]
(N.B: If the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies (i) above is required where the reasons for the offer are different from making profit and/or hedging certain risks regardless of the minimum denomination of the securities and where this is the case disclosure of net proceeds and total expenses at (ii) and (iii) above are also required.)
Indication of yield: [ ]
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
[Need to include details of where past and future performance and volatility of the index/formula can be obtained.]
[Where the underlying is an index need to include the name of the index and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where the information about the index can be obtained. Where the underlying is not an index need to include equivalent information.]
[Include other information concerning the underlying required by paragraph 4.2 of Annex XII of the Prospectus Directive Regulation.]
[(When completing the above paragraphs, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)]
The Issuer [intends to provide post-issuance information [specify what information will be reported and where it can be obtained]] [does not intend to provide post-issuance information].
(N.B. This paragraph 6 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)
[(When completing this paragraph, consideration should be given as to whether such matters described constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.)]
(N.B. This paragraph 7 only applies if the Notes are derivative securities to which Annex XII of the Prospectus Directive Regulation applies.)
| (i) | ISIN: | [ | ] |
|---|---|---|---|
| (ii) | Common Code: | [ | ] |
| (iii) the number(s): |
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme (together with the address of each such clearing system) and relevant identification |
[Not Applicable/give name(s) and number(s)] | |
| (iv) | Delivery: | Delivery [against/free of] payment | |
| (v) | Names and addresses of additional Paying Agent(s) (if any): |
[ | ] |
| (vi) manner |
Intended to be held in a which would allow Eurosystem eligibility: |
[Yes] [No] | |
| [Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common |
safekeeper [and registered in the name of a nominee of one of the ICSDs acting as common safekeeper, and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank being satisfied that the Eurosystem eligibility criteria has been met.] [include this text if "yes" selected in which case the Notes must be issued in NGN form].
The issuance of the Notes has been approved by the Issuer by virtue of its execution of the Final Terms.
Signed on behalf of the Issuer
By: …………………..
Duly Authorised
The following are the Terms and Conditions of the Notes which will be incorporated by reference into each Global Note, each definitive Note and each Certificate, in the case of definitive Notes and Certificates only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note or Certificate will have endorsed thereon or attached thereto such Terms and Conditions. The applicable Final Terms in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Terms and Conditions, replace or modify the following Terms and Conditions for the purpose of such Notes. The applicable Final Terms (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note, definitive Note and Certificate. Reference should be made to the "Form of Final Terms" for a description of the content of Final Terms which will specify which of such terms and conditions are to apply to the relevant Notes.
This Note is one of a Series (as defined below) of Notes issued by The British Land Company PLC (the Issuer) constituted by a Trust Deed (such Trust Deed as amended and/or supplemented and/or restated from time to time, the Trust Deed) dated 26 June 2012 between the Issuer and Capita Trust Company Limited (the Trustee, which expression shall include all persons for the time being trustee or trustees under the Trust Deed) as trustee for the Noteholders (as defined below). These terms and conditions (the Conditions) include summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of the Bearer Notes, Certificates, Receipts, Coupons and Talons referred to below.
References herein to the Notes shall be references to the Notes of this Series.
Reference herein to NGN shall mean a Temporary Global Note or a Permanent Global Note in either case where the applicable Final Terms specify the Notes as being in NGN form.
The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 26 June 2012 and made between the Issuer, the Trustee and The Bank of New York Mellon as issuing and principal paying agent (the Principal Paying Agent, which expression shall include any additional or successor issuing and principal paying agent), the other paying agents named therein (together with the Principal Paying Agent, the Paying Agents, which expression shall include any additional or successor paying agents) and the registrar and transfer agent or agents named therein or in any supplement thereto (together the Registrar and Transfer Agents which expression shall include any additional or successor registrar or transfer agents).
Interest bearing definitive Bearer Notes (as defined below) have interest coupons (Coupons) and, if indicated in the applicable Final Terms, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Bearer Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes and Certificates do not have Receipts, Coupons or Talons attached on issue.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Final Terms attached to or endorsed on this Note which supplement these Terms and Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and Conditions for the purposes of this Note. References to the applicable Final Terms are to Part A of the Final Terms (or the relevant provisions thereof) attached to or endorsed on this Note.
Subject as provided in Condition 1, any reference to Noteholders or holders in relation to any Notes shall mean (in the case of Bearer Notes) the bearer of the Bearer Notes and (in the case of Registered Notes) the persons in whose names the Registered Notes are registered. Any reference herein to Receiptholders shall mean the bearers of the Receipts and any reference herein to Couponholders shall mean the bearers of the Coupons and shall, unless the context otherwise requires, include the bearers of the Talons.
As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (i) expressed to be consolidated and form a single series and (ii) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the principal office of the Trustee, being on 26 June 2012, at 4th Floor, 40 Dukes Place, London, EC3A 7NH, and at the specified office of each of the Principal Paying Agent, the Registrar, the other Paying Agents and the Transfer Agents (such Principal Paying Agent, Paying Agents, Transfer Agents and the Registrar being together referred to as the Agents). Subject as provided below copies of the applicable Final Terms are available for viewing at and copies may be obtained from the registered office of the Issuer at York House, 45 Seymour Street, London W1H 7LX and from the Bank of New York Mellon at One Canada Square, Canary Wharf, London, E14 5AL. In addition, copies of each Final Terms relating to Notes which are either admitted to trading on the Market or offered in the United Kingdom in circumstances where a prospectus is required to be published under Directive 2003/71/EC (the Prospectus Directive) will be available on the website of the London Stock Exchange. Copies of each Final Terms relating to Notes which are admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be available for viewing in accordance with Article 14(2) of the Prospectus Directive and the rules and regulations of the relevant regulated market. Copies of each Final Terms relating to any other Notes will only be available for inspection by a holder of such Notes upon production of evidence satisfactory to the Issuer, Trustee or Paying Agent as to the identity of such holder. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Final Terms which are applicable to them. The statements in these Terms and Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.
Words and expressions defined in the Trust Deed and/or the Agency Agreement or used in the applicable Final Terms shall have the same meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Agency Agreement and the Trust Deed, the Trust Deed will prevail and, in the event of any inconsistency between the Agency Agreement or the Trust Deed and the applicable Final Terms, the applicable Final Terms will prevail.
The Notes are in bearer form (Bearer Notes, which expression includes Notes that are specified to be Exchangeable Bearer Notes, including in New Global Note Form (NGN)) or in registered form (Registered Notes) as specified in the applicable Final Terms and serially numbered, in the Specified Currency and the Specified Denomination(s). Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.
Bearer Notes are represented either by a Note in global form (Global Note) or by definitive Notes in bearer form (definitive Bearer Notes).
All Registered Notes shall have the same Specified Denomination. Where Exchangeable Bearer Notes are issued, the Registered Notes for which they are exchangeable shall have the same Specified Denomination as the lowest Specified Denomination of the Exchangeable Bearer Notes.
The Registered Notes may be in uncertificated form (uncertificated Registered Notes), comprising Registered Notes which are for the time being uncertificated units of a security in accordance with the Uncertificated Securities Regulations 2001 (as amended from time to time) (the Uncertificated Securities Regulations) or in certificated form (certificated Registered Notes).
Certificated Registered Notes are represented by registered certificates (Certificates) and each Certificate shall represent the entire holding of certificated Registered Notes of each Series by the same holder.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Final Terms.
This Note may be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending on the Redemption/Payment Basis shown in the applicable Final Terms.
Definitive Bearer Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Terms and Conditions are not applicable.
Subject as set out below, title to the Bearer Notes, Receipts and Coupons will pass by delivery. Title to the Registered Notes will pass upon registration in the register (the Register) which the Issuer shall procure to be kept by the Registrar in accordance with the provisions of the Agency Agreement (unless applicable law provides otherwise or provides for additional formalities for transfer of title) and on which shall be entered the names and addresses of the holders of Registered Notes and the particulars of the Registered Notes held by them and of all transfers of Registered Notes, distinguishing between certificated and uncertificated Registered Notes in accordance with the Uncertificated Securities Regulations.
The Issuer, the Trustee and any Agent will (except as otherwise required by law) deem and treat the bearer of any Bearer Note, Receipt or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon (or on the Certificate representing it) or notice of any previous loss or theft thereof (or of the related Certificate)) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Bearer Notes is represented by a Global Note held on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Bearer Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Bearer Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Trustee and the Agents as the holder of such nominal amount of such Bearer Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Bearer Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Trustee and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. Bearer Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be.
References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms.
Subject as provided in Condition 2(f), Exchangeable Bearer Notes may be exchanged for the same aggregate principal amount of certificated Registered Notes by submission of a duly completed request for exchange (Exchange Request) substantially in the form provided in the Agency Agreement, copies of which are available from the specified office of the Registrar or any Transfer Agent and upon surrender of each Exchangeable Bearer Note to be exchanged, together with all unmatured Receipts, Coupons and Talons relating to it, at the specified office of any Transfer Agent. Registered Notes may not be exchanged for Bearer Notes. Bearer Notes that are not Exchangeable Bearer Notes may not be exchanged for Registered Notes.
Exchange of certificated Registered Notes for uncertificated Registered Notes and vice versa shall be effected in accordance with the Uncertificated Securities Regulations and the rules, practices and procedures of a relevant system (as defined below).
One or more certificated Registered Notes may be transferred upon the surrender (at the specified office of the Registrar or any Transfer Agent) of the Certificate representing such certificated Registered Notes to be transferred, together with the form of transfer endorsed in such Certificate duly completed and executed and such other evidence as the Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding of certificated Registered Notes represented by a Certificate, a new Certificate shall be issued to the transferee in respect of the part transferred and a further new Certificate in respect of the balance of the holding not transferred shall be issued to the transferor.
Transfers of uncertificated Notes shall be effected by means of a relevant system.
No transfer of Registered Notes will be valid unless and until entered on the Register.
In these Conditions, relevant system has the meaning given to it in regulation 3 of the Uncertificated Securities Regulations.
(c) Exercise of Redemption Options or Partial Redemption in respect of Registered Notes
In the case of an exercise of the Issuer's or a Noteholder's redemption option in respect of, or a partial redemption of, a holding of certificated Registered Notes, a new Certificate, if required, shall be issued to the holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed.
New Certificates shall only be issued against the surrender of the existing Certificates to the Registrar or any Transfer Agent. In the case of a transfer of certificated Registered Notes to a holder who is already a holder of certificated Registered Notes, a new Certificate representing the enlarged holding shall only be issued against surrender of the Certificate representing the existing holding to the Registrar or any Transfer Agent.
Each new Certificate to be issued pursuant to Condition 2(a) or (b) shall be available for delivery five business days after receipt by any Transfer Agent or the Registrar of the relevant Exchange Request or form of transfer together, if applicable, with the Certificate for exchange or transfer. Each new Certificate to be issued pursuant to Condition 2(c) shall be available for delivery from the relevant due date of redemption or, in the case of Condition 7(d) and if applicable, purchase. Delivery of the new Certificate(s) shall be made either at the specified office of the Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender of such Exchange Request, form of transfer, Put Notice or Certificate has been made or, at the option of the holder making such delivery or surrender as aforesaid and as specified in the relevant Exchange Request, form of transfer, Put Notice or otherwise in writing, by uninsured post at the risk of the holder entitled to the new Certificate to such address as may be so specified, unless such holder requests otherwise and pays in advance to the relevant Agent the costs of such other method of delivery and/or such insurance as it may specify. In this Condition 2(d), business day means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the relevant Transfer Agent or the Registrar (as the case may be).
Exchange and transfer of Notes and Certificates on registration, transfer, partial redemption or exercise of an option shall be effected without charge by or on behalf of the Issuer, the Registrar or the Transfer Agents, but upon payment of any tax, duty or other governmental charges that may be imposed in relation to it (or the giving of such indemnity as the Registrar or Transfer Agent may reasonably require).
No Noteholder may require the transfer of a Registered Note to be registered or an Exchangeable Bearer Note to be exchanged for one or more Registered Note(s):
(iii) during the period of seven days immediately preceding any Record Date (as defined in Condition 6(d)) and ending on (and including) the next Interest Payment Date or date for payment of an Instalment Amount; or
(iv) in respect of which a Noteholder's redemption option pursuant to Condition 7(d) has been exercised.
An Exchangeable Bearer Note called for redemption may, however, be exchanged for one or more certificated Registered Notes in respect of which the Certificate is simultaneously surrendered not later than the relevant Record Date.
The Notes and any relative Receipts and Coupons are direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer, from time to time outstanding.
The Issuer shall procure that so long as any of the Notes remains outstanding (as defined in the Trust Deed),
(a) Net Borrowings shall not at any time exceed 175% of Adjusted Capital and Reserves; and
(b) Net Unsecured Borrowings shall not at any time exceed 70% of Unencumbered Assets.
For the purpose of this Condition 4:
Accounts Date means the date of the Latest Consolidated Accounts.
Adjusted Capital and Reserves means, at any time, the amount of the issued and paid up share capital of the Issuer (for which purpose an issue or proposed issue of share capital for cash which has been unconditionally underwritten shall be deemed paid up to the extent that the underwriters are liable therefor but only if such capital will be paid up within six months from the date when such underwriting liability becomes unconditional) and the aggregate amount standing to the credit of the consolidated capital and revenue reserves of the Issuer and its Subsidiaries (including any share premium account, capital redemption reserve, revaluation reserve, other reserves and the credit or debit balance on the profit and loss account) all as shown in the Latest Consolidated Accounts but:
(i) adjusted as may be appropriate to take account of
(A) any increase in or reduction of such share capital and such reserves (other than in respect of any unaudited profit or loss attributable to the ordinary course of trading) since the Accounts Date,
(B) the external valuation surplus arising in respect of any Assets stated in the Latest Consolidated Accounts,
(C) any increase in or reduction of such reserves arising as a result of a Revaluation,
(D) any distributions in cash or specie made (otherwise than to the Issuer, or any Subsidiary of the Issuer and attributable, directly or indirectly, to the Issuer) from such reserves or profit and loss account since the Accounts Date and not provided for therein,
(E) any Subsidiary of the Issuer not consolidated in the Latest Consolidated Accounts or any companies which since the Accounts Date have become or have ceased to be Subsidiaries of the Issuer, and
(F) any other variation in the Issuer's interests in Subsidiaries of the Issuer since the Accounts Date;
(ii) after excluding any sums set aside for taxation (whether in respect of deferred tax or otherwise);
(iii) after deducting all amounts (if any) attributable to goodwill or any other intangible assets unless such amounts were included in the Latest Consolidated Accounts (or, in the case of any company which has become a Subsidiary of the Issuer since the Accounts Date, in the most recent audited accounts of such company);
(iv) after excluding any amount attributable to outside interests in Subsidiaries;
(v) after making such other adjustments (if any) as the auditors for the time being of the Issuer may consider appropriate; and
(vi) after excluding any increase or decrease in the amount of any reserve made (save in relation to any equity instrument) as a result of any requirement that any gain or loss arising from a change in the fair value of a financial asset or of a financial liability be recorded in reserves, whether by inclusion in the profit and loss account or otherwise. (For the purpose of this provision the terms "financial asset" and "financial liability" shall not include property assets or property liabilities).
Assets means, at any time, all
(i) investment, development and trading properties;
(ii) investments in joint ventures (provided that no joint venture investment shall be included in the calculation at a figure of less than zero);
(iii) other investments; and
(iv) such other assets (if any) the inclusion of which the auditors for the time being of the Issuer may from time to time consider appropriate,
and Asset means any one of them.
Borrowings means, at any time
(i) the principal amount of all moneys borrowed (with or without security) by any member of the Group;
(ii) the nominal amount of the issued share capital (other than equity share capital which, as regards capital, has rights no more favourable than those attached to its ordinary share capital) of any Subsidiary of the Issuer which is not beneficially owned by the Issuer or another, wholly owned, Subsidiary of the Issuer;
(iii) the maximum amount for the time being outstanding for which any member of the Group has given security or is liable as guarantor or indemnifier or in any other like capacity in respect of:
(A) obligations for redemption of any share capital of any body corporate (other than share capital which is beneficially owned by any member of the Group); or
(B) the principal amount of borrowings, loan capital or other indebtedness of any person other than a member of the Group or, to the extent that it would not otherwise constitute Borrowings, any member of the Group;
(iv) the principal amount raised by any member of the Group by acceptances (not being acceptances in relation to the purchase of goods or services in the ordinary course of trading which have been outstanding for 180 days or less) or under any acceptance credit opened on its behalf by a bank or accepting house;
(v) the principal amount of any debenture (as defined by section 738 of the Companies Act 2006) of any member of the Group, provided however that in the case of a debenture where (ignoring any amounts payable by way of interest) the issue price is less than the amount payable on final redemption, (i) the principal amount shall be the accreted value; and (ii) the accreted value shall not be lower than the issue price nor higher than the amount payable on final redemption;
(vi) the principal amount outstanding by any member of the Group under a finance lease. For the avoidance of doubt, rents payable in respect of leaseholds of immovable property entered into in the ordinary course of business shall not be deemed to be finance leases for these purposes; and
(vii) principal amounts outstanding which do not otherwise fall to be treated as Borrowings of any member of the Group under any other paragraph of this definition if they are treated as borrowings in the Latest Consolidated Accounts;
but shall not include:
(viii) any amount included in a balance sheet of a member of the Group or in a consolidated balance sheet of the Group (save in relation to any equity instrument) as a result of any requirement that financial assets or financial liabilities be carried on such balance sheet at fair value. (For the purpose of this provision the terms "financial asset" and "financial liability" shall not include property assets or property liabilities);
(ix) amounts which would otherwise be Borrowings which are intended to be applied within six months of being borrowed or raised in the repayment of Borrowings then outstanding pending their application for such purpose or the expiration of such period whichever shall be the earlier;
(x) a proportion of the Borrowings of any partly-owned Subsidiary of the Issuer (but only to the extent that an amount equivalent to such proportion exceeds Borrowings (if any) from such partlyowned Subsidiary of the Issuer by another member of the Group) such proportion being that which the issued ordinary share capital of such partly-owned Subsidiary of the Issuer which is not for the time being beneficially owned directly or indirectly by the Issuer bears to the whole of the issued ordinary share capital of such partly-owned Subsidiary of the Issuer; or
(xi) any amount which would otherwise be a Borrowing but which is owed by one member of the Group to another member of the Group;
and so that:
(xii) any company which it is proposed shall become or cease to be a Subsidiary of the Issuer contemporaneously with any relevant transaction shall be treated as if it had already become or ceased to be a Subsidiary of the Issuer; and
(xiii) for the avoidance of doubt, amounts prospectively payable for the hire or lease of movable or immovable property (other than under a finance lease as described in paragraph (vi) above) shall not be deemed to be Borrowings notwithstanding that a capital amount in respect of such amounts may be included as a liability in the Latest Consolidated Accounts.
Group means the Issuer and its Subsidiaries from time to time.
Latest Consolidated Accounts means, at any date, the then latest consolidated financial statements of the Group (including the notes thereto) which have been audited and/or reported on by the auditors for the time being of the Issuer and published and distributed to the shareholders generally of the Issuer as the accounts of the Group.
Net Borrowings means, at any time, Borrowings less cash and deposits beneficially owned by any member of the Group.
Net Unsecured Borrowings means, at any time, Borrowings less
(i) cash and deposits beneficially owned by any member of the Group which are not subject to a Security Interest;
Non-Recourse Borrowings means, at any time, Borrowings (as identified in the Latest Consolidated Accounts or which, having arisen since the Accounts Date, the Issuer intends will be identified in the next consolidated accounts) made by a ring fenced special purpose company such that the lender has recourse for repayment of those Borrowings only to that company or its assets and (if applicable) to other Non-Recourse Companies or their assets.
Non-Recourse Company means a member of the Group whose Borrowings are Non-Recourse Borrowings, or to whom or against whose assets the lender of Non-Recourse Borrowings has recourse for their repayment.
Revaluation means a valuation of all or any Assets carried out by external valuers on an open market basis.
Secured Borrowings means, at any time, Borrowings the discharge of which is secured by a Security Interest.
Security Interest means a mortgage, pledge, charge, assignment, hypothecation or other agreement conferring security.
Subsidiary means (i) a subsidiary as defined in section 1159 of the Companies Act 2006 and (ii) a subsidiary undertaking as defined in section 1162 of the Companies Act 2006.
Unencumbered Assets means the aggregate Value of the Assets of the Group at the relevant date, as adjusted by deducting the Value of:
(i) investments in joint ventures at such time included within Assets (save that a loan by a member of the Group to a joint venture which is made on commercial terms and fully secured by a first priority Security Interest but which is designated in the Latest Consolidated Accounts as an investment as required by accounting principles shall not be so deducted); and
(ii) Assets over which a Security Interest has been granted and any other Assets to which a lender of Non-Recourse Borrowings has recourse for their repayment (each as identified in the Latest Consolidated Accounts or which, having arisen since the Accounts Date, the Issuer intends will be identified in the next consolidated accounts).
(i) the value attributed to any Asset in the Latest Consolidated Accounts including (without limitation) any external valuation surplus;
(ii) in the case of an Asset acquired by a member of the Group since the Accounts Date, the acquisition cost of such Asset or, in the case of an Asset owned by a Subsidiary acquired since the Accounts Date, the fair value attributed to such Asset in the acquisition;
(iii) in the case of an Asset the subject of a Revaluation since the Accounts Date, the open market value attributed to such Asset by the Revaluation.
The definitions set out in this Condition 4 shall be construed in a manner consistent with generally accepted accounting principles in the United Kingdom from time to time (Current GAAP), provided always that the covenants set out in this Condition 4 shall be deemed to be satisfied if at any time the Issuer would be in compliance with their terms were the definitions to be construed in accordance with generally accepted accounting principles in the United Kingdom as at 31 March 2003, notwithstanding that it may be in breach were the definitions to be construed in accordance with Current GAAP.
In each of the calculations or adjustments made for the purpose of this Condition 4, no amount shall be taken into account more than once.
A certificate addressed to the Trustee by two directors of the Issuer as to the amount of the Net Borrowings, Adjusted Capital and Reserves, Net Unsecured Borrowings or Unencumbered Assets or as to compliance or otherwise by the Issuer with the covenants in this Condition 4 or as to any other defined term or figure required in connection with this Condition 4 (unless expressly stated otherwise) may, in the absence of manifest error, be relied upon by the Trustee and, if so relied upon, shall be conclusive and binding on the Issuer, the Noteholders, the Receiptholders and the Couponholders.
Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.
If the Notes are in definitive form, except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.
As used in these Terms and Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.
Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Final Terms, interest shall be calculated in respect of any period by applying the Rate of Interest to:
(i) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(ii) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
In these Terms and Conditions:
Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5(a):
(i) if Actual/Actual (ICMA) is specified in the applicable Final Terms:
(a) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (1) the number of days in such Determination Period and (2) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; or
(b) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates (as specified in the applicable Final Terms) that would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
(ii) if 30/360 is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.
Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on, the first Determination Date falling after such date); and
sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, means one cent.
(b) Interest on Floating Rate Notes and Index Linked Interest Notes
Each Floating Rate Note and Index Linked Interest Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:
(A) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
(B) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date).
If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically corresponding day on the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:
(1) in any case where Specified Periods are specified in accordance with Condition 5(b)(i)(B) above, the Floating Rate Convention, such Interest Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
(2) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
(3) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or
(4) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
In these Terms and Conditions, Business Day means a day which is both:
(A) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Final Terms; and
(B) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than London and any Additional Business Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET II) System (the TARGET II System) is open.
The Rate of Interest payable from time to time in respect of Floating Rate Notes and Index Linked Interest Notes will be determined in the manner specified in the applicable Final Terms.
Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Final Terms) the Margin (if any). For the purposes of this sub-paragraph (A), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Principal Paying Agent under an interest rate swap transaction if the Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which:
(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London inter-bank offered rate (LIBOR) or on the Euro-zone inter-bank offered rate (EURIBOR), the first day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms.
For the purposes of this sub-paragraph (A), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.
Unless otherwise stated in the applicable Final Terms the Minimum Rate of Interest shall be deemed to be zero.
Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:
(1) the offered quotation; or
(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate (as specified in the applicable Final Terms) which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time, in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Interest Determination Date in question plus or minus (as indicated in the applicable Final Terms) the Margin (if any), all as determined by the Principal Paying Agent. If five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.
The Agency Agreement contains provisions for determining the Rate of Interest in the event that the Relevant Screen Page is not available or if, in the case of (1) above, no such offered quotation appears or, in the case of (2) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph.
If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Final Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such Notes will be determined as provided in the applicable Final Terms.
If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.
The Principal Paying Agent, in the case of Floating Rate Notes, and the Calculation Agent, in the case of Index Linked Interest Notes, will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period. In the case of Index Linked Interest Notes, the Calculation Agent will notify the Principal Paying Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.
The Principal Paying Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes or Index Linked Interest Notes for the relevant Interest Period by applying the Rate of Interest to:
and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note or an Index Linked Interest Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5(b):
(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
$$
[360\,x\,(Y_2-Y_1)]+[30\,x\,(M_2-M_1)]+(D_2-D_1)
$$
Day Count Fraction = 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
$$
[360 \times (Y_2 - Y_1)] + [30 \times (M_2 - M_1)] + (D_2 - D_1)
$$
Day Count Fraction = 360
$$
360\,
$$
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30; and
(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
$$
\left[\begin{smallmatrix} 360\,x\, (Y_2-Y_1) \end{smallmatrix} \right] + \left[\begin{smallmatrix} 30\,x\, (M_2-M_1) \end{smallmatrix} \right] + \left(\begin{smallmatrix} D_2 & -D_1 \end{smallmatrix} \right)
$$
Day Count Fraction = 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
The Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating Rate Notes or Index Linked Interest Notes are for the time being listed and to the Noteholders in accordance with Condition 14. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.
If for any reason at any time the Principal Paying Agent or, as the case may be, the Calculation Agent defaults in its obligation to determine the Rate of Interest or calculate any Interest Amount in accordance with sub-paragraph (ii) or (iv) above or as otherwise specified in the applicable Final Terms, as the case may be, the Trustee (at the expense of the Issuer) shall determine or shall procure the determination of the Rate of Interest at such rate in its absolute discretion (having regard as it shall think fit to the foregoing provisions of this Condition 5 but subject always to sub-paragraph 5(b)(iii) above), it shall deem fair and reasonable in all the circumstances and/or, as the case may be, the Trustee (at the expense of the Issuer) shall calculate or shall procure the calculation of the Interest Amount in the manner referred to in sub-paragraph (iv) above and such determination and/or calculation shall be deemed to have been made by the Principal Paying Agent or, as the case may be, the Calculation Agent.
All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5(b), whether by the Principal Paying Agent or, if applicable, the Calculation Agent or the Trustee, shall (in the absence of wilful default, bad faith, manifest error or proven error) be binding on the Issuer, the Principal Paying Agent, the Calculation Agent (if applicable), the other Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Noteholders, the Receiptholders or the Couponholders shall attach to the Principal Paying Agent or the Calculation Agent or the Trustee (if applicable) in connection with the exercise or nonexercise by it of its powers, duties and discretions pursuant to such provisions.
The rate or amount of interest payable in respect of Dual Currency Interest Notes shall be determined in the manner specified in the applicable Final Terms.
In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Final Terms.
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless, upon due presentation of such Note (in the case of Bearer Notes) or Certificate representing the same (in the case of certificated Registered Notes) or, in the case of uncertificated Registered Notes, in compliance with the rules from time to time laid down by the Issuer in a manner consistent with the rules, practices and procedures of a relevant system, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue as provided in the Trust Deed.
Subject as provided below:
(i) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency (which, in the case of a payment in Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by the payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn on, a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or Auckland, respectively); and
(ii) payments in euro will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee or, at the option of the payee, by a euro cheque.
Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.
Payments of principal in respect of definitive Bearer Notes will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Bearer Notes, and payments of interest in respect of definitive Bearer Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).
Payments of instalments of principal (if any) in respect of definitive Bearer Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in paragraph (a) above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant definitive Bearer Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Bearer Note to which it appertains. Receipts presented without the definitive Bearer Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Bearer Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.
Fixed Rate Notes in definitive bearer form (other than Dual Currency Notes, Index Linked Notes or Long Maturity Notes (as defined below)) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive bearer form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note, Dual Currency Note, Index Linked Note or Long Maturity Note in definitive bearer form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.
If the due date for redemption of any definitive Bearer Note is not an Interest Payment Date, interest (if any) accrued in respect of such Bearer Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Bearer Note.
Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Bearer Notes or otherwise in the manner specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global Note if the Global Note is not intended to be issued in NGN form at the specified office of any Paying Agent outside the United States. A record of each payment made against presentation or surrender of any Global Note, distinguishing between any payment of principal and any payment of interest, will be made on such Global Note either by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream Luxembourg, as applicable.
Payments of principal and interest on each Registered Note will be made (subject, in the case of a payment of principal (other than instalments of principal prior to final instalment) in respect of a certificated Registered Note, to the presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relative Certificate at the specified office of the Registrar or any of the Paying Agents) by transfer to the Designated Account (as defined below) of the holder (or the first named of joint holders) of the certificated Registered Note appearing in the Register maintained by the Registrar at the close of business on the seventh business day (being for this purpose a day on which banks are open for business in the city where the specified office of the Registrar is located) before the relevant due date (the Record Date). Notwithstanding the previous sentence, if (i) a holder does not have a Designated Account or (ii) the principal amount of the Notes held by a holder is less than U.S.\$250,000 (or its approximate equivalent in any other Specified Currency), payment will instead be made by a cheque in the Specified Currency drawn on a Designated Bank (as defined below) and mailed by uninsured mail on the business day in the city where the specified office of the Registrar is located immediately preceding the relevant due date to the holder (or the first named of joint holders) of the Registered Note appearing in the Register at the close of business on the Record Date at his address shown in the Register on the Record Date and at his risk.
For these purposes:
Designated Account means the account maintained by the holder with a Designated Bank and identified as such in the Register on the Record Date; and
Designated Bank means (in the case of payment in a Specified Currency other than euro) a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively) and (in the case of payment in euro) any bank which processes payments in euro.
In the case of uncertificated Registered Notes, such steps will be taken as the Trustee shall consider necessary having regard to the Uncertificated Securities Regulations and to the rules, practices and procedures of a relevant system to indicate the making of such payment, and may include, if the Trustee thinks fit, a requirement for such uncertificated Registered Note to be changed to a certificated Registered Note before payment.
Holders of Registered Notes will not be entitled to any interest or other payment for any delay in receiving any amount due in respect of any Registered Note as a result of a cheque posted in accordance with this Condition arriving after the due date for payment or being lost in the post.
The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer will be discharged by payment to, or to the order of, the holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Bearer Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Bearer Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Bearer Notes will be made at the specified office of a Paying Agent in the United States if:
(i) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(ii) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 9) is:
(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
(ii) either (1) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (if other than the place of presentation, London and any Additional Financial Centre and which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney or Auckland, respectively) or (2) in relation to any sum payable in euro, a day on which the TARGET II System is open.
Any reference in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable:
(viii) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
Any reference in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8.
(a) Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms in the relevant Specified Currency on the Maturity Date.
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is neither a Floating Rate Note, an Index Linked Interest Note, nor a Dual Currency Interest Note) or on any Interest Payment Date (if this Note is either a Floating Rate Note, an Index Linked Interest Note or a Dual Currency Interest Note), on giving not less than 30 nor more than 60 days' notice to the Trustee and the Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee as soon as practicable before giving such notice that:
(i) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 8), or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes; and
(ii) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and the Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the conditions precedent set out above in which event it shall be conclusive and binding on the Noteholders, Receiptholders and Couponholders.
Notes redeemed pursuant to this Condition 7(b) will be redeemed at their Early Redemption Amount referred to in paragraph (e) below together (if appropriate) with interest accrued to (but excluding) the date of redemption.
If Issuer Call is specified in the applicable Final Terms, the Issuer may, having given:
(i) not less than 15 nor more than 30 days' notice to the Noteholders in accordance with Condition 14; and
(ii) not less than 15 days before the giving of the notice referred to in (i), notice to the Trustee, the Principal Paying Agent and, in the case of a redemption of Registered Notes, the Registrar;
(which notices shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Issuer Call Optional Redemption Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Final Terms. In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will be selected individually by lot, in the case of Redeemed Notes represented by definitive Notes in bearer form, and in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion) in the case of Redeemed Notes represented by a Global Note, not more than 30 days prior to the date fixed for redemption (such date of selection being hereinafter called the Selection Date). In the case of Redeemed Notes represented by definitive Notes in bearer form, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption. In the case of Redeemed Notes represented by Registered Notes, the Notes shall be redeemed (so far as is practicable) pro rata to their principal amount. No exchange of the relevant Global Note will be permitted during the period from (and including) the Selection Date to (and including) the date fixed for redemption pursuant to this paragraph (c) and notice to that effect shall be given by the Issuer to the Noteholders in accordance with Condition 14 at least five days prior to the Selection Date.
If Investor Put is specified in the applicable Final Terms, if whilst any of the Notes remains outstanding (as defined in the Trust Deed) there occurs a Restructuring Event and within the Restructuring Period (i) (if on the date (the Relevant Announcement Date) that is the earlier of (1) the date of the first public announcement of the relevant Restructuring Event and (2) the date of the earliest Relevant Potential Restructuring Event Announcement (if any) there are Rated Securities) a Rating Downgrade in respect of that Restructuring Event occurs or (ii) (if on the Relevant Announcement Date there are no Rated Securities), a Negative Rating Event in respect of that Restructuring Event occurs (that Restructuring Event and, where applicable, Rating Downgrade or Negative Rating Event, as the case may be, occurring within the Restructuring Period together called a Put Event), the holder of each Note will have the option (unless, prior to the giving of the Put Event Notice referred to below, the Issuer gives notice under either Condition 7(b) or 7(c)) to require the Issuer to redeem or, at the Issuer's option, purchase (or procure the purchase of) that Note on the Put Date (as defined below) at the Investor Put Optional Redemption Amount specified in, or determined in the manner specified in the applicable Final Terms together with (or, where purchased, together with an amount equal to) accrued interest to but excluding the Put Date. Registered Notes may be redeemed under this Condition in any multiple of their lowest Specified Denomination.
A Negative Rating Event shall be deemed to have occurred if (i) the Issuer does not, either prior to or not later than 21 days after the relevant Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a rating of the Notes or any other unsecured and unsubordinated debt of the Issuer (or of any Subsidiary which is guaranteed on an unsecured and unsubordinated basis by the Issuer) having an initial maturity of five years or more (Rateable Debt) from a Rating Agency or (ii) the Issuer does so seek and use such endeavours, but it is unable, as a result of such Restructuring Event, to obtain such a rating of at least investment grade (BBB- by Fitch/BBB- by S&P/Baa3 by Moody's, or their respective equivalents for the time being), provided that a Negative Rating Event shall be deemed not to have occurred in respect of a particular Restructuring Event if the Rating Agency declining to assign a rating of at least investment grade does not publicly announce or publicly confirm or inform the Trustee in writing at its request that its declining to assign a rating of at least investment grade was the result, in whole or in part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Restructuring Event (whether or not the Restructuring Event shall have occurred at the time such investment grade rating is declined) or the Relevant Potential Restructuring Event Announcement;
Rated Securities means the Notes so long as they shall have an effective rating solicited by the Issuer from any Rating Agency and otherwise any unsecured and unsubordinated debt of the Issuer (or of any Subsidiary which is guaranteed on an unsecured and unsubordinated basis by the Issuer) having an initial maturity of five years or more which is rated at the request of the Issuer by any of the Rating Agencies (other than any unsecured and unsubordinated debt of the Issuer or of any Subsidiary which is guaranteed by the Issuer which is rated on the basis of the credit of a party other than the Issuer or such Subsidiary);
Rating Agency means any of Fitch or Moody's or S&P and their respective successors or any other rating agency of equivalent international standing specified by the Issuer from time to time in writing to the Trustee;
A Rating Downgrade shall be deemed to have occurred in respect of a Restructuring Event if within the Restructuring Period the rating assigned to the Rated Securities by any Rating Agency immediately prior to the Restructuring Event is (i) withdrawn or (ii) changed from an investment grade rating (BBB- by Fitch/Baa3 by Moody's/BBB- by S&P (or their respective equivalents for the time being) or better) to a non-investment grade rating (BB+ by Fitch/Ba1 by Moody's/BB+ by S&P (or their respective equivalents for the time being) or worse) or (iii) (if the rating assigned to the Rated Securities by any Rating Agency shall be below an investment grade rating (as described above)) lowered one full rating category (for example, from BB+ to BB or such similar lower or equivalent rating), provided that a Rating Downgrade otherwise arising by virtue of a particular change in rating shall be deemed not to have occurred in respect of a particular Restructuring Event if the Rating Agency making the change in rating to which this definition would otherwise apply does not publicly announce or publicly confirm or inform the Trustee in writing at its request that the reduction was the result, in whole or part, of any event or circumstance comprised in or arising as a result of, or in respect of, the applicable Restructuring Event or the Relevant Potential Restructuring Event Announcement, provided that if on the Relevant Announcement Date the Rated Securities carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then any investment grade rating will apply to the exclusion of any non-investment grade rating, such that any change in a non-investment grade credit rating from another Rating Agency shall be disregarded for the purposes of this Condition 7(d).
Relevant Potential Restructuring Event Announcement means any public announcement or statement by or on behalf of the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Restructuring Event where within 180 days following the date of such announcement or statement, a Restructuring Event occurs;
A Restructuring Event shall be deemed to have occurred at each time (whether or not approved by the Board of Directors of the Issuer) that any person or persons acting in concert (as defined in the City Code on Takeovers and Mergers), or any person or persons acting on behalf of any such person (s), at any time is/are or become(s) interested (within the meaning of Part 27 of the Companies Act 2006) in (A) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (B) such number of the shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, in either case other than in circumstances which result in the Issuer being a wholly-owned subsidiary of a body corporate more than 50 per cent. of the share capital having the right ordinarily to vote on a poll at a general meeting of which is held by persons who received such share capital pursuant to a scheme or offer in their capacity as shareholders of the Issuer;
Restructuring Period means the period commencing on the Relevant Announcement Date ending 180 days after the date of the Restructuring Event (or such longer period in which the Rated Securities or Rateable Debt, as the case may be, is or are under consideration (announced publicly within the first mentioned period) for rating review or, as the case may be, rating by a Rating Agency). Promptly upon the Issuer becoming aware that a Put Event has occurred, the Issuer shall, and at any time upon the Trustee becoming similarly so aware the Trustee may, and if so requested by the holders of at least one-quarter in principal amount of the Notes then outstanding shall, subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction, give notice (a Put Event Notice) to the Noteholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure for exercising the option contained in this Condition 7(d).
To exercise the right to require redemption of this Note the holder of this Note must deliver such Note (if such Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg) or the Certificate representing the same or evidence satisfactory to the Paying Agent (in the case of definitive Bearer Notes) or the Registrar (in the case of certificated Registered Notes) that such Note will, following delivery of the Put Notice (as defined below), be held to its order or under its control at the specified office of any Paying Agent (in the case of definitive Bearer Notes) or the Registrar (in the case of certificated Registered Notes) at any time during normal business hours of such Paying Agent or, as the case may be, the Registrar falling within the longer of (a) the period of 45 days after a Put Event Notice is given and (b) the period from the giving of the Put Event Notice to the end of the Restructuring Period (the longer such period being the Put Period), accompanied by a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent or, as the case may be, the Registrar (a Put Notice) and in which the holder must specify (a) a bank account (or, if payment is required to be made by cheque, an address) to which payment is to be made under this Condition and (b) in the case of certificated Registered Notes, the nominal amount thereof to be redeemed and, if less than the full nominal amount of the Registered Notes so surrendered is to be redeemed, an address to which the new Certificate in respect of the balance of such Registered Notes is to be sent subject to and in accordance with the provisions of Condition 2(b).
If the relevant Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note, the holder of such Note must, within the Put Period, give notice to the Paying Agent of such exercise in accordance with the standard procedures of Euroclear or Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary for them to the Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time and, if this Note is represented by a Global Note, at the same time present or procure the presentation of the relevant Global Note to the Paying Agent for notation accordingly. Any Put Notice or other notice given pursuant to this Condition shall be irrevocable except where prior to the due date of redemption the Notes shall have been declared due and repayable pursuant to Condition 10, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the Put Notice and instead to have his/her Note treated as if it had been declared due and repayable pursuant to Condition 10.
A holder of uncertificated Registered Notes shall exercise the right to require redemption by complying with the rules, practices and procedures of a relevant system.
Any definitive Bearer Note (other than a Dual Currency Note, Index Linked Note or Long Maturity Note) should be delivered together with all Coupons appertaining thereto maturing after the date (the Put Date) which is the seventh day after the last day of the Put Period failing which an amount will be deducted from the payment to be made by the Issuer on redemption of the Notes in accordance with the provisions of Condition 6.
If 90 per cent. or more in principal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 7(d), the Issuer may, on giving not less than 30 nor more than 60 days' notice to the Noteholders (such notice being given within 30 days' after the Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase.
(e) Early Redemption Amounts
For the purpose of paragraph (b) above and Condition 10, each Note will be redeemed at the Early Redemption Amount calculated as follows:
(i) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
(ii) in the case of a Note (other than a Zero Coupon Note but including an Instalment Note and a Partly Paid Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the applicable Final Terms, at its nominal amount; or
(iii) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:
Early Redemption Amount = RP x (1 + AY)y
where:
RP means the Reference Price;
AY means the Accrual Yield expressed as a decimal; and
y is a fraction the numerator of which is equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator of which is 360,
or on such other calculation basis as may be specified in the applicable Final Terms.
(f) Instalments
Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates. In the case of early redemption, the Early Redemption Amount will be determined pursuant to paragraph (e) above.
Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Final Terms.
The Issuer or any Subsidiary of the Issuer may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. If purchases are made by tender, tenders must be available to all Noteholders alike. Such Notes may be held, reissued, resold or, at the option of the Issuer, surrendered to any Paying Agent and/or the Registrar for cancellation.
All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to paragraph (h) above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be reissued or resold.
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to paragraph (a), (b), (c) or (d) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in paragraph (e)(iii) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:
(i) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(ii) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Principal Paying Agent, the Trustee or the Registrar and notice to that effect has been given to the Noteholders in accordance with Condition 14.
All payments of principal and interest in respect of the Notes, Receipts and Coupons by the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal and interest which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:
(i) presented for payment in the United Kingdom; or
(ii) presented for payment by or on behalf of a holder who is liable for such taxes or duties in respect of such Note, Receipt or Coupon by reason of his having some connection with a Tax Jurisdiction other than the mere holding of such Note, Receipt or Coupon; or
(iii) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6(f)); or
(iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
(v) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note, Receipt or Coupon to another Paying Agent in a Member State of the European Union; or
(vi) presented for payment by, or on behalf of, a holder who would not be liable or subject to the withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority.
As used herein:
(i) Tax Jurisdiction means the United Kingdom or any political subdivision or any authority thereof or therein having power to tax; and
(ii) the Relevant Date means 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 Agent, the Trustee or the Registrar, as the case may be, on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14 and, in the case of Registered Notes, cheques shall have been despatched and/or payment made in accordance with mandate instructions in accordance with Condition 6.
The Notes (whether in bearer or registered form), Receipts and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8), subject to the provisions of Condition 6(b).
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6(b) or any Talon which would be void pursuant to Condition 6(b).
The Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject in each case to being indemnified and/or secured to its satisfaction), (but in the case of the happening of any of the events mentioned in sub-paragraphs (ii), (iii), (iv), (v) (other than the winding up or dissolution of the Issuer) or (vi) below only if the Trustee has certified in writing to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Noteholders), give notice to the Issuer that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with accrued interest as provided in the Trust Deed, if any of the following events (each an Event of Default) occurs:
(i) the Issuer fails to pay within five Business Days of the due date any sum due from it under the Notes in the manner and currency in which it is expressed to be payable;
(ii) the Issuer fails to observe or perform any of its other obligations under the Notes or the Trust Deed and, in the case of a failure capable of being remedied, that failure is not remedied within 30 days (or such longer period as the Trustee may permit) next following the service by the Trustee on the Issuer of notice requiring the same to be remedied;
(iii) any Indebtedness of the Issuer or any Principal Subsidiary:
(a) is not paid when due or within any applicable grace period granted in any agreement or instrument relating to that Indebtedness or, if the obligation to make payment of that Indebtedness is being challenged in good faith and by appropriate action in a manner consistent with legal advice, is not paid within three Business Days of the Issuer or Principal Subsidiary ceasing to challenge that such obligation is due; or
(b) becomes due and payable before its normal maturity by reason of a default or an event of default, however described;
provided that:
(A) no such event as aforesaid shall constitute an Event of Default if the relevant Indebtedness is a Non-Recourse Borrowing;
(B) no such event as aforesaid shall constitute an Event of Default unless the amount of the Indebtedness in question (either alone or when aggregated with other Indebtedness in respect of which the circumstances specified in either (a) or (b) shall concurrently be subsisting) shall equal or exceed £20,000,000 (Twenty Million pounds Sterling) or 0.5% of the Adjusted Capital and Reserves, whichever is higher; and
(C) for the purpose of determining whether the criterion set out in proviso (B) is satisfied, if the Indebtedness referred to in proviso (B) above (or any such) is not denominated in Sterling, the relevant Indebtedness shall be deemed to have been converted into Sterling on the date when such Indebtedness became due and payable in accordance with its terms (the Due Date) at the spot rate of exchange for the purchase in the London foreign exchange market of the appropriate amount of the currency in which the relevant Indebtedness is denominated with Sterling at or about 11:00 hours two Business Days before such Due Date;
(iv) the Issuer or any Principal Subsidiary (not being a Non-Recourse Company) is deemed, pursuant to the provisions of section 123(1)(e) or (2) of the Insolvency Act 1986, to be unable to pay its debts, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with its creditors;
(v) an order is made or an effective resolution passed for the winding-up or dissolution of the Issuer or any Principal Subsidiary or a receiver, administrative receiver, trustee, administrator or similar officer is appointed in respect of the Issuer or any Principal Subsidiary or over all or any material part of the revenues or assets of the Issuer or any Principal Subsidiary save, in any such case as aforesaid:
(a) in circumstances and on terms which have first been approved by the Trustee in writing or by an Extraordinary Resolution of the Noteholders, such approval not to be unreasonably withheld or delayed; or
(b) for the voluntary solvent winding-up of a Principal Subsidiary; or
(c) for any winding-up (previously notified in writing by the Issuer to the Trustee) of a Principal Subsidiary which does not have creditors who are not members of the Group, in circumstances where the relevant winding up will not have a material adverse effect on the business or financial condition of the Group, taken as a whole, or on the ability of the Issuer to comply with its obligations under the Notes; or
(d) when the event or events specified occur(s) in respect of a Non-Recourse Company,
(vi) any execution or distress is levied against any asset of the Issuer or any Principal Subsidiary (not being a Non-Recourse Company) where such asset is a material asset of the Group and is not satisfied or discharged within 30 days or such longer period as the Trustee may permit or if the execution or distress is being challenged in good faith and by appropriate action in a manner consistent with legal advice, is not satisfied or discharged within 14 days of the Issuer or Principal Subsidiary ceasing to challenge such execution or distress.
For the purpose of this Condition 10(a), Indebtedness means any indebtedness of a party (the first party) for or in respect of:
(a) moneys borrowed or raised by whatever means (including by means of acceptances, deposits and finance leases and any liability evidenced by bonds, debentures or similar instruments); or
(b) the purchase price of assets or services on terms which are deferred for a period in excess of 180 days from receipt of such assets or services; or
(c) interest rate and/or currency exchange agreements, interest rate caps, collars and floors, future rate agreements, option agreements and other hedging agreements (each a Hedging Agreement) after deducting therefrom the indebtedness of the counterparty under the Hedging Agreement to the first party (to the extent authorised and required by the netting provisions set out in the relevant Hedging Agreement and the law by which such Hedging Agreement is governed),
For the purpose of this Condition, Principal Subsidiary means at any time a Subsidiary (as defined in Condition 4):
(a) the book value of whose tangible assets attributable to the Issuer (consolidated, in the case of a Subsidiary which itself has subsidiaries) represents (or, in the case of a Subsidiary acquired after the end of the financial period to which the then latest relevant audited consolidated accounts of the Issuer and the Subsidiaries relate, is equal to) not less than 5 per cent. of the book value of the tangible assets of the Issuer and the Subsidiaries taken as a whole attributable to the shareholders of the Issuer, all as calculated respectively by reference to the then latest audited accounts (consolidated or unconsolidated, as the case may be) of such Subsidiary and the then latest audited consolidated accounts of the Issuer and the Subsidiaries provided that:
(i) in the case of a Subsidiary acquired after the end of the financial period to which the then latest relevant audited consolidated accounts relate, the reference to the then latest audited consolidated accounts for the purposes of the calculation above shall, until consolidated accounts for the financial period in which the acquisition is made have been prepared and audited as aforesaid, be deemed to be a reference to such first-mentioned accounts as if such Subsidiary had been shown in such accounts by reference to its then latest relevant audited accounts, adjusted as deemed appropriate by the auditors for the time being of the Issuer (the Auditors); and
(ii) if, in the case of a Subsidiary which itself has subsidiaries, no consolidated accounts are prepared and audited, the book value of the tangible assets of such Subsidiary and its subsidiaries attributable to the Issuer shall be determined on the basis of pro forma consolidated accounts of the relevant Subsidiary and its subsidiaries prepared and audited for this purpose by the Auditors or the auditors for the time being of the relevant Subsidiary; or
(b) to which is transferred the whole or substantially the whole of the assets and undertaking of a Subsidiary which immediately prior to such transfer is a Principal Subsidiary, provided that the transferor Subsidiary shall upon such transfer forthwith cease to be a Principal Subsidiary and the transferee Subsidiary shall cease to be a Principal Subsidiary pursuant to this sub-paragraph (b) on the date on which the consolidated accounts of the Issuer and the Subsidiaries for the financial period current at the date of such transfer have been prepared and audited as aforesaid but so that such transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary on or at any time after such date by virtue of the provisions of sub-paragraph (a) above or before, on or at any time after such date by virtue of the provisions of sub-paragraph (c) below; or
(c) to which is transferred assets or an undertaking which, taken together with the assets or undertaking of the transferee Subsidiary represent (or, in the case of the transferee Subsidiary being acquired after the end of the financial period to which the then latest relevant audited consolidated accounts of the Issuer and the Subsidiaries relate, are equal to) not less than 5 per cent. of the book value of the tangible assets of the Issuer and the Subsidiaries taken as a whole attributable to the shareholders of the Issuer, all as calculated as referred to in sub-paragraph (a) above, provided that the transferor Subsidiary (if a Principal Subsidiary) shall upon such transfer forthwith cease to be a Principal Subsidiary unless immediately following such transfer the book value of the tangible assets of such transferor Subsidiary attributable to the Issuer represents (or, in the case aforesaid, is equal to) not less than 5 per cent. of the book value of the tangible assets of the Issuer and the Subsidiaries taken as a whole attributable to the shareholders of the Issuer, all as calculated as referred to in sub-paragraph (a) above, and the transferee Subsidiary shall cease to be a Principal Subsidiary pursuant to this sub-paragraph (c) on the date on which the consolidated accounts of the Issuer and the Subsidiaries for the financial period current at the date of such transfer have been prepared and audited but so that such transferor Subsidiary or such transferee Subsidiary may be a Principal Subsidiary on or at any time after such date by virtue of the provisions of sub-paragraph (a) above or before, on or at any time after such date by virtue of the provisions of sub-paragraph (b) above.
For the purposes of this definition if there shall at any time not be any relevant audited consolidated accounts of the Issuer and the Subsidiaries, references thereto herein shall be deemed to refer to a consolidation by the Auditors of the relevant audited accounts of the Issuer and the Subsidiaries.
A certificate signed by two Directors of the Issuer that, in their opinion, a Subsidiary is or is not or was or was not at any particular time or throughout any specified period a Principal Subsidiary shall, in the absence of a manifest error, be conclusive and binding on the Issuer, the Trustee, the Noteholders, the Receiptholders and the Couponholders.
The Trustee may, in its discretion and without notice, take such proceedings against the Issuer as it may think fit to enforce the provisions of the Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such proceedings or any other action in relation to the Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution of the Noteholders or so requested in writing by the holders of not less than one-quarter in aggregate principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.
No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer unless the Trustee, having become bound so to proceed, fails to do so within a reasonable period and the failure is continuing.
Should any Bearer Note, Certificate, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (in the case of Bearer Notes, Receipts or Coupons) or the Registrar (in the case of Certificates) upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Certificates, Bearer Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
The names of the initial Agents and their initial specified offices are set out below.
The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Agent and/or appoint additional or other Agents and/or approve any change in the specified office through which any Agent acts, provided that:
(i) there will at all times be a Principal Paying Agent and, so long as any Registered Notes are outstanding, a Registrar and a Transfer Agent; and
(ii) so long as the Notes are listed on any stock exchange or admitted to trading by any other relevant authority, there will at all times be a Paying Agent (in the case of Bearer Notes) and a Transfer Agent (in the case of Registered Notes) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange (or any other relevant listing authority); and
(iii) there will at all times be a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; and
(iv) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6(e). Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days' prior notice thereof shall have been given to the Noteholders in accordance with Condition 14.
In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and, in the certain limited circumstances specified in the Agency Agreement and the Trust Deed, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholders, Receiptholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor agent.
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.
All notices regarding the Bearer Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that such publication will be made in the Financial Times in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange (or any other relevant authority) on which the Bearer Notes are for the time being listed or admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers.
All notices regarding the Registered Notes will be deemed to be validly given if sent by first class mail or (if posted to an address overseas) by airmail to the holders (or the first named of joint holders) at their respective addresses recorded in the Register and will be deemed to have been given on the fourth day after mailing and, in addition, for so long as any Registered Notes are listed on a stock exchange or admitted to trading by another relevant authority and the rules of that stock exchange (or the relevant authority) so require, such notice will be published in a daily newspaper of general circulation in the place or places required by that stock exchange (or the relevant authority).
If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.
Until such time as any definitive Bearer Notes are issued, there may, so long as any Global Notes representing the Bearer Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or admitted to trading by another relevant authority and the rules of that stock exchange (or the other relevant authority) so require, such notice will be published in a daily newspaper of general circulation in the place or places required by that stock exchange (or the other relevant authority). Any such notice shall be deemed to have been given to the holders of the Notes on the second day after the day on which the said notice was given to Euroclear and/or Clearstream, Luxembourg.
Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relevant Note or Notes, with the Principal Paying Agent (in the case of Bearer Notes) or the Registrar (in the case of Registered Notes). Whilst any of the Bearer Notes are represented by a Global Note, such notice may be given by any holder of a Bearer Note to the Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Principal Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons, these Conditions or any of the provisions of the Trust Deed. Such a meeting may be convened by the Issuer or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than ten per cent. in nominal amount of the Notes for the time being outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing more than 50 per cent. in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented. The Trust Deed does not contain any provisions requiring higher quorums in any circumstances. An Extraordinary Resolution passed at any meeting of the Noteholders shall be binding on all the Noteholders, whether or not they are present at the meeting, and on all Receiptholders and Couponholders.
The Trustee may agree with the Issuer, without the consent of the Noteholders, Receiptholders or Couponholders, to:
(a) any modification of the Notes, the Receipts, the Coupons, these Conditions or the Trust Deed which is, in the opinion of the Trustee, not materially prejudicial to the interests of the Noteholders; or
(b) any modification of these Conditions, the Notes, the Receipts, the Coupons or the Trust Deed which is in the opinion of the Trustee of a formal, minor or technical nature or is made to correct a manifest error or an error which, in the opinion of the Trustee, is proven or to comply with mandatory provisions of the law.
The Trustee may also agree, without the consent of the Noteholders, Receiptholders or Couponholders, to the waiver or authorisation of any breach or proposed breach of any of these Conditions or any of the provisions of the Trust Deed or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default (as defined in the Trust Deed) shall not be treated as such, which in any such case is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders.
Any such modification, waiver, authorisation or determination shall be binding on the Noteholders, the Receiptholders and the Couponholders and shall, unless the Trustee agrees otherwise, be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.
In connection with the exercise by it of any of its trusts, powers, authorities or discretions (including, but without limitation, any modification, waiver, authorisation, determination or substitution), the Trustee shall have regard to the general interest of the Noteholders as a class but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders (whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, the Trustee or any other person any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders, Receiptholders or Couponholders except, in the case of the Issuer, to the extent provided for in Condition 8 and/or any undertaking given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.
The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to the substitution of any successor in business to the Issuer or of a Subsidiary either of the Issuer or any successor in business to the Issuer in place of the Issuer (or of any previous substitute under this Condition) as principal debtor under the Trust Deed, the Notes, the Receipts and the Coupons, subject to (a) in the case of a Subsidiary either of the Issuer or of any successor in business to the Issuer, the obligations of such Subsidiary in respect of the Trust Deed, the Notes, the Receipts and the Coupons being unconditionally and irrevocably guaranteed by the Issuer or such successor in business in a form satisfactory to the Trustee; (b) the Trustee being satisfied that the interests of the Noteholders will not be materially prejudiced by the substitution; and (c) certain other conditions set out in the Trust Deed being complied with. Any such substitution shall be binding on the Noteholders, the Receiptholders and the Couponholders and, unless the Trustee agrees otherwise, any such substitution shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 14.
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured to its satisfaction.
The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (i) to enter into business transactions with the Issuer and/or any of its Subsidiaries and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer and/or any of its Subsidiaries, (ii) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders, and (iii) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.
The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the Issue Date, the amount and date of the first payment of interest thereon and/or the Issue Price and so that the same shall be consolidated and form a single Series with the outstanding Notes. The Trust Deed contains provisions for convening a single meeting of the Noteholders and the holders of bearer or registered notes of other Series in certain circumstances where the Trustee so decides.
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Notes, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
The Trust Deed, the Agency Agreement, the Notes, the Receipts and the Coupons and any noncontractual obligations arising out of or in connection with the Trust Deed, the Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and shall be construed in accordance with, English law.
The net proceeds from each issue of Notes will be applied by the Issuer for its general corporate purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Final Terms.
The legal and commercial name of the Issuer is The British Land Company PLC. The Issuer was registered and incorporated in England and Wales on 26 February 1959 under registration number 621920 and operates under the Companies Act 2006 as a public limited company. The Issuer's registered office is located at York House, 45 Seymour Street, London W1H 7LX and the telephone number is +44 (0)207 486 4466.
The Issuer is the parent company of the Group. As the parent company of the Group, the Issuer is in part dependent on receiving dividends and revenues from its subsidiaries.
The Issuer is a major UK Real Estate Investment Trust (REIT) based in London and listed on the London Stock Exchange. The Group's key business areas include office and retail property investment, third-party capital fund management and property development.
The Group invests in high quality prime, modern properties in sectors with the potential for long-term growth, principally UK retail and central London offices. As at 31 March 2012 British Land's total properties owned or under management were valued at £15.8 billion1 , of which its share was £10.3 billion and includes directly held properties, properties held through investment funds and properties held through joint ventures, which allow the Issuer access to a greater range of assets whilst mitigating its risks.
The Group's portfolio focuses primarily on prime retail (61%) and Central London offices (34%) which attract high quality occupiers committed to long leases. Over 80% of the retail is out of town and 97% of the offices are in central London. The rest of the portfolio primarily comprises investments such as residential and leisure properties which leverage the Issuer's property and financial expertise to enhance returns. Over 97% of the assets are located in the UK with the balance in Continental Europe (All figures are as at 31 March 2012). The Group focuses on areas of competitive advantage. There is a bias towards high quality enduring buildings and long lease profiles complemented by an efficient capital structure.
The Issuer became a REIT in the UK on 1 January 2007, broadly allowing the Issuer and certain of its subsidiaries exemption from UK corporation tax on income from its property rental business and gains arising on disposal of investment properties that were used for the purposes of its property rental business and significantly increased flexibility for asset management. The Issuer is listed on the London Stock Exchange.
To the knowledge of the Issuer, it is not directly or indirectly controlled by any single shareholding group.
The Group's primary objective is to produce superior, sustained and secure long-term shareholder returns from its chosen real estate activities and their financing. The Group's strategy aims to deliver returns through the high occupancy and rental growth which results from successfully building its business around customer needs.
The Group's strategy is based on five key priorities:
Creating sustainable and growing property income
London/010/005892-00529/JUS/AMSI LFFB(LDN7W23854) 89 L_LIVE_EMEA1:12059747v15 1 Throughout this Base Prospectus financial and portfolio data include British Land's share of funds and joint ventures, unless otherwise stated.
The Group's core business consists of high-quality assets capable of generating secure and growing income streams. Its long-term investment strategy is focused on those sectors of the property market where it expects demand from occupiers will be the strongest over the medium to longer term: well located prime retail in the UK and Europe and Central London offices. Assets in these sectors will provide the core rental cash flows enabling the Issuer to meet its interest costs and fund the business and its growth through competitively priced equity and debt finance.
Investing in assets which protect and grow the capital value over the medium to long term
As well as investing in strong rental income streams, the Group seeks to ensure it both protects and grows the value of the underlying assets. The Group needs to continually renew and upgrade its portfolio to retain its quality, the security of its income and its attraction to investors. Its portfolio is focused on well located retail units where consumers and retailers increasingly want to be. The Group's office buildings are modern work environments that provide the quality and flexibility occupiers want and which meet their increasing technology and sustainability needs.
Creating incremental value through developing, repositioning assets and exploiting market anomalies
Where the Group sees the right opportunity, it will invest a proportion of its capital in assets with the objective of creating incremental value. The Group seeks to implement its strategy through new development in areas with high demand for quality properties to create more value. A recent example is the office market in Central London where a shortage of high-quality space coupled with a lack of development debt finance is expected to underpin strong development returns
Controlling costs to maximize profit generation
Controlling its operating costs to maximize the amount of profit generated will continue to be a key focus of the Group's business. Based on the percentage of net operating costs relative to gross property rental income, the Issuer is one of the most efficient listed property companies in the UK. The Group is able to keep operating costs low through a combination of having a small and efficient Head Office, an efficient out-sourcing model, maintaining high levels of occupancy across its portfolio and owning efficient modern properties in sectors with low overall maintenance and landlord costs.
Exploiting the Group's scale and financial strength
The Group's scale, knowledge and expertise in UK property make it a natural partner of choice for major investors. It has an established track record of working with major institutions with complementary expertise and interests to its own, including Blackstone Group, London & Stamford (listed UK commercial property investor), Oxford Properties (global property investor), Sainsbury's and Tesco (the two leading food retailers in the country) and Universities Superannuation Scheme.
The scale and security of the Group's rental income streams enables it to finance its business on competitive terms and maintain substantial credit facilities to support current and future investment needs.
The Group engages in financial management, partnerships and investment transactions to complement its property-based strategies and capture and translate property returns most efficiently for its shareholders.
The Group directly owns and manages around half of its properties, with the balance held through investment funds and joint ventures. As at 31 March 2012, the Group's property portfolio, including its share of properties held through investment funds and joint ventures, includes £6.3 billion in retail properties, £3.6 billion in office properties and £0.5 billion in other properties.
The Group's portfolio focuses primarily on out-of-town retail properties and Central London offices which offer attractive risk-adjusted growth prospects. As at 31 March 2012, the Group has invested 61% in retail properties, over 80% of which are located at prime out-of-town sites. The retail portfolio comprises 90 retail parks, 99 superstores and 12 shopping centres and 10 department stores. A further 34% was invested in Central London offices and office developments, including Broadgate.
As at 31 March 2012, the EPRA topped up net initial yield including rent contracted from expiry of rent free periods was 5.8% and the portfolio had a passing net rent roll of £534 million (excluding the value of rent free periods).
| As at 31 March 2012 |
Group | Funds & JVs1 |
Total | Portfolio | EPRA Topped up Net Initial Yield |
Net Equivalent Yield |
|---|---|---|---|---|---|---|
| £m | £m | £m | % | % | % | |
| Retail Parks | 1,879 | 839 | 2,718 | 26.3 | 5.6% | 5.8% |
| Superstores | 142 | 1,223 | 1,365 | 13.2 | 5.1% | 5.1% |
| Shopping | 474 | 1,038 | 1,512 | 14.6 | 5.7% | 5.8% |
| Centres Department |
451 | - | 451 | 4.4 | 5.9% | 6.5% |
| Stores UK Retail |
2,946 | 3,100 | 6,046 | 58.5 | 5.5% | 5.7% |
| Europe | - | 272 | 272 | 2.6 | 7.1% | 8.0% |
| All Retail2 | 2,946 | 3,372 | 6,318 | 61.1 | 5.6% | 5.8% |
| City | 526 | 1,538 | 2,064 | 20.0 | 6.2% | 5.7% |
| West End | 1,402 | - | 1,402 | 13.6 | 5.5% | 5.6% |
| Provincial | 89 | 7 | 96 | 0.9 | 7.1% | 6.5% |
| All Offices3 | 2,017 | 1,545 | 3,562 | 34.5 | 6.0% | 5.7% |
| Other | 451 | 6 | 457 | 4.4 | 7.6% | 8.4% |
| Total | 5,414 | 4,923 | 10,337 | 100.0 | 5.8% | 5.8% |
An analysis of the Group's portfolio valuation by sector as at 31 March 2012 is set forth below.
1 Group's share of properties in Joint Ventures & Funds
2 Including committed and prospective developments of £87 million
3 Including committed and prospective developments of £614 million
The Issuer regularly reviews the prospects and expected performance of each asset in its portfolio in the context of current market conditions as part of its ongoing strategy of concentrating on markets, sectors and properties with positive medium-term supply demand characteristics in order to capture trends in customer demand and rental growth and dispose of lower growth or riskier assets.
The Issuer recycles capital within selected markets to refine its focus on assets with greater potential rental growth and opportunities to improve rental growth through asset management. The Issuer generally considers selling assets for which it can no longer significantly improve rental growth.
Around half of the Group's property assets are held in joint ventures and funds, allowing the Group to broaden its access to properties and spread risk. The investment funds in which the Issuer has interests provide it with exposure to properties in its key sectors. The Issuer also acts as property adviser to the funds and receives performance and management fees in that capacity.
The Issuer's joint ventures with other commercial real estate developers, investors and occupiers provide the Issuer with access to desirable properties and enable the Issuer to create further opportunities to deliver capital value. Separate entities are formed for this purpose, controlled on a 50/50 voting basis by a board carrying equal representation from each partner. The joint ventures have been able to raise finance on the strength of their assets thereby significantly lowering the initial equity investments and enhancing returns on capital. The enterprise is shared by the partners, over a specific agreed lifetime for the venture.
As part of the Issuer's strategy, the Group develops properties under its development programme. As development involves higher risk than standing investment properties, the Issuer analyses the potential risks and rewards of each development project prior to making a commitment.
The Group takes into account relevant business cycles and how they may affect the project, as well as the potential ways in which the project may further the Issuer's strategic objectives.
Important elements of development projects that are taken into account include the transport and other infrastructure attributes of the location, quality of specification, configuration and flexibility of accommodation, and timing of delivery into market demand. Emphasis is also placed on working with talented architects and design teams to create well-designed, flexible and sustainable buildings that enhance their location and that offer the best opportunity to realise premium rents, sustained rental growth and enhanced investment returns.
The Group's retail portfolio had a total value of £6.3 billion as at 31 March 2012 with properties positioned to reflect customer demand, allocated 80% to out-of-town locations and 20% to in-town locations. The Group's retail portfolio had occupancy of 97.9% and an average lease length of 11.7 years unexpired to break (12.9 years to expiry).
The Group has good relationships with many of the larger UK retailers and aims to provide them with the right space in the locations they prefer. The Group continues to reshape its retail portfolio and recycles capital into assets with the best prospects to enhance retailer mix and drive rental growth.
The Group's two largest retail customers, Tesco and Sainsbury's, accounted for approximately 7.2% and 6.2% respectively of the Issuer's total rental income (including the Issuer's share of properties held through investment funds and joint ventures) as at 31 March 2012.
The Group's office portfolio had a total value of £3.6 billion as at 31 March 2012. The Group's offices portfolio comprises properties located in London, with a concentration on prime assets in the City and West End of London and a particular emphasis on the Broadgate and Regent's Place developments.
The Group's customer focus is on providing the right accommodation to meet the requirements of London's financial and business services sector. The Group builds on this by offering high-quality property management, from estate services through to development of new accommodation. The Company's proactive asset management aims to tailor its offerings to customers' changing needs.
As at 31 March 2012, the Issuer's office portfolio:
The Group's two largest office tenants are UBS and HM Government, accounting for approximately 3.6% and 2.3%, respectively, of the Issuer's total rental income as at 31 March 2012.
The Group's development programme consists of committed projects where construction is underway and development prospects. Committed developments are set out below:
| As at 31 March 20121 |
BL Share |
Sq ft '000 |
PC Calendar Year |
Current Value £m |
Cost to Complete £m2 |
Notional Interest £m2,3 |
ERV £m4 |
Pre let £m |
Residential End Value £m5 |
|---|---|---|---|---|---|---|---|---|---|
| 5 Broadgate | 50 | 700 | Q4 14 | 117 | 141 | 26 | 19.1 | 19.1 | - |
| The Leadenhall 6 Building |
50 | 610 | Q2 14 | 88 | 136 | 19 | 18.6 | 5.6 | - |
| NEQ, Regent's 7 Place |
100 | 500 | Q2 13 | 211 | 123 | 13 | 19.1 | 9.4 | 113 |
| 199 Bishopsgate |
50 | 142 | Q4 12 | 37 | 8 | 1 | 3.5 | - | - |
| 10 Portman Square8 |
100 | 159 | Q2 13 | 70 | 37 | 4 | 8.4 | - | 17 |
| Marble Arch 9 House |
100 | 86 | Q4 13 | 29 | 29 | 4 | 3.9 | - | 14 |
| 39 Victoria Street |
100 | 92 | Q2 13 | 41 | 24 | 4 | 4.9 | - | - |
| Total Offices |
- | 2,289 | - | 593 | 498 | 71 | 77.5 | 34.1 | 144 |
| Puerto Venecia, Zaragoza |
50 | 1,360 | Q4 12 | 52 | 42 | 7 | 7.6 | 4.0 | - |
| Whitely Village, Fareham |
50 | 302 | Q2 13 | 10 | 21 | 1 | 2.4 | 1.2 | - |
| Glasgow Fort (Cinema) |
41 | 45 | Q1 13 | 2 | 4 | - | 0.5 | 0.5 | - |
| Total Retail | 1,707 | 64 | 67 | 8 | 10.5 | 5.7 | - | ||
| Total Residential |
70 | 50 | 23 | 6 | - | - | 94 | ||
| Total Committed |
4,066 | 707 | 588 | 85 | 88.0 | 39.8 | 238 |
Data includes Group's share of properties in Joint Ventures & Funds (except area which is shown at 100%)
1 All values contained in this table have been generated by the Issuer
2 from 1 April 2012 to practical completion (PC) 3 based on a notional cost of finance of 6%
4 estimated headline rental value net of rent payable under head leases (excluding tenant incentives)
5 parts of residential development expected to be sold, no rent allocated – of which £108 million completed or exchanged
6 191,000 sq ft pre-let to Aon signed with an option to take a further 85,000 sq ft
7 includes 126,000 sq ft of residential
8 includes 25,000 sq ft of off-site residential and retail (95-99 Baker Street) – sale completed
9 includes 10,000 sq ft of residential
The Group's property portfolio is characterised by high occupancy rates and long leases as shown in the following table, which sets forth the average occupancy rates and remaining lease length by sector:
| Excluding | |||
|---|---|---|---|
| Developments At 31 March 2012 |
Average Lease Length (yrs) | Occupancy (overall)1 | |
| To Expiry | To Break | ||
| Retail Parks | 10.6 | 9.7 | 98.8 |
| Superstores | 15.9 | 15.9 | 100.0 |
| Shopping Centres | 9.9 | 9.1 | 95.9 |
| Department Stores | 28.6 | 25.2 | 100.0 |
| UK Retail | 13.0 | 12.1 | 98.3 |
| Europe | 11.3 | 5.0 | 89.7 |
| All Retail | 12.9 | 11.7 | 97.9 |
| City | 10.9 | 9.0 | 97.5 |
| West End | 10.6 | 8.4 | 98.6 |
| Provincial | 10.7 | 10.5 | 100.0 |
| All Offices | 10.8 | 8.8 | 98.0 |
| Other | 22.1 | 22.0 | 99.0 |
| Total | 12.6 | 11.3 | 98.0 |
1 Including accommodation under offer subject to asset management
The Issuer believes that the Group's broad customer base provides diversification of risk. As at 31 March 2012, the largest customer (including customers of joint ventures) accounted for approximately 7.2% of the total passing rent roll.
In recent years the Group has been focussed on de-risking its development pipeline. The Group's office development programme was 50% pre-let (by estimated rental value) across the portfolio as at 31 March 2012.
The directors of The British Land Company PLC, their position and principal activities outside the Group, where those are significant, are as follows:
| Name | Position | Outside Directorships/Activities | ||
|---|---|---|---|---|
| Dr Chris Gibson Smith |
Non-executive | Chairman of the London Stock Exchange | ||
| Chairman | A Governor of London Business School | |||
| Chris Grigg | Chief Executive | Member of the Executive Board of the European Public Real Estate Association. |
||
| Vice President of the British Property Federation and he becomes President in July 2012 |
||||
| Lucinda Bell | Finance Director | |||
| Tim Roberts | Head of Offices | Trustee and Board Member of LandAid, the property industry charity |
||
| Stephen Smith | Chief Investment Officer |
|||
| Charles Maudsley | Head of Retail | |||
| John Gildersleeve | Senior Independent Director |
Deputy Chairman of Carphone Warehouse Group PLC Non-executive Director of TalkTalk Telecom Group PLC |
||
| Lord Turnbull | Non-executive Director | Non-Executive Director of Prudential PLC and Frontier Economics Ltd. |
||
| Chairman of BH Global Limited | ||||
| Entered the House of Lords in 2005 as a Crossbench Life Peer |
||||
| Aubrey Adams | Non-executive Director | Head of Property within RBS's Global Restructuring Group | ||
| Non-executive Chairman of Max Property Group PLC. | ||||
| Non-executive Director of Unitech Corporate Parks PLC, which is a business focused on Indian Real Estate Investment |
||||
| Chairman on the Board of Trustees of Wigmore Hall. | ||||
| Dido Harding | Non-executive Director | Chief Executive Officer of TalkTalk Telecom Group PLC | ||
| Sits on the Board of Cheltenham Racecourses | ||||
| Richard Pym | Non-executive Director | Chairman of UK Asset Resolution Ltd, the holding company established to manage the 'run off' of the Government owned closed mortgage books of Bradford & Bingley plc and Northern Rock (Asset Management) plc |
||
| Non-executive Chairman of BrightHouse Group Ltd and Nordax Finans AB |
||||
| Simon Borrows | Non-executive Director | Chief Executive of 3i Group plc | ||
| Non-executive Director of Inchcape plc. | ||||
| William Jackson | Non-executive Director | Managing Partner of Bridgepoint, a leading private equity firm. | ||
| Serves on a number of Bridgepoint portfolio Boards including as Chairman of Prêt a Manger and as Chairman of Dorna Sports SL, holder of the commercial rights of the Moto GP World Championship. |
||||
| Anthony Braine | Group Secretary |
The business address of the directors is c/o The British Land Company PLC, York House, 45 Seymour Street, London W1H 7LX. There are no potential conflicts of interest between the duties to the Issuer of the Directors and their private interests and/or other duties.
The comments below, which are of a general nature and are based on the Issuer's understanding of current United Kingdom law and HM Revenue and Customs practice, describe certain aspects of the United Kingdom tax treatment in respect of the Notes. Some comments do not apply to certain classes of persons (such as dealers and persons connected with the Issuer) to whom special rules may apply. The comments relate only to the position of persons who are absolute beneficial owners of the Notes. Prospective holders of Notes should be aware that the particular terms of issue of any Series of Notes as specified in the applicable Final Terms may affect the tax treatment of that and other Series of Notes. The United Kingdom tax treatment of prospective holders of Notes depends on their individual circumstances and may be subject to change in the future. Prospective holders of Notes who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom are strongly advised to consult their own professional advisers.
(1) Payments of interest on the Notes may be made without withholding or deduction for or on account of United Kingdom income tax as long as the Notes are and continue to be listed on a recognised stock exchange within the meaning of section 1005 of the Income Tax Act 2007. The London Stock Exchange is such a recognised stock exchange. Securities will be treated as listed on the London Stock Exchange if they are included in the Official List (within the meaning of and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000) by the UK Listing Authority and admitted to trading on the London Stock Exchange. Provided, therefore, that the Notes remain so listed, interest may be paid on the Notes without withholding or deduction for or on account of United Kingdom income tax.
(2) Payments of interest on the Notes may also be made by the Issuer without withholding or deduction for or on account of United Kingdom income tax if, at the time the payments are made, the Issuer reasonably believes (and any person by or through whom interest on the Notes is paid reasonably believes) that, broadly, the beneficial owner of the interest is within the charge to United Kingdom corporation tax in respect of that interest or the payment is made to, or to a nominee of, a recipient who falls within a list of specific tax-exempt entities and bodies, as set out in Chapter 11 of Part 15 of the Income Tax Act 2007, provided that HM Revenue and Customs has not given a direction (in circumstances where it has reasonable grounds to believe that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax.
(3) In addition to the exemptions referred to above, where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for more than 364 days, payments of interest on the Notes may be made without withholding or deduction for or on account of United Kingdom income tax. HM Revenue & Customs issued a consultation document on 27 March 2012 entitled "Possible changes to income tax rules on interest" in which the United Kingdom Government has invited views on repealing this exemption from the obligation to withhold or deduct for or on account of United Kingdom income tax.
(4) In other cases, an amount must generally be withheld from payments of interest on the Notes on account of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to any direction to the contrary from HM Revenue and Customs in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.
(5) If Notes are redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest for United Kingdom tax purposes. In that event, payments thereof would be subject to the treatment outlined in paragraphs 1 to 4 above and to the reporting requirements mentioned in paragraph 6 below.
(6) Noteholders who are individuals may wish to note that persons in the United Kingdom paying or crediting interest to or receiving interest for or on behalf of a Noteholder may be required to provide certain information to the United Kingdom HM Revenue and Customs (including the name and address of the beneficial owner of the interest). HM Revenue and Customs also has power, in certain circumstances, to obtain information from any person in the United Kingdom who pays amounts payable on the redemption of Notes which are deeply discounted securities for the purposes of the Income Tax (Trading and Other Income) Act 2005 to or receives such amounts for the benefit of another person, although HM Revenue and Customs published practice indicates that HM Revenue and Customs will not exercise its power to obtain information where such amounts are payable on the redemption of deeply discounted securities where such amounts are paid on or before 5 April 2013. Such information may include the name and address of the beneficial owner of the amount payable on redemption. In certain circumstances, HM Revenue and Customs may exchange such information with tax authorities of other jurisdictions.
Under EC Council Directive 2003/48/EC (the Savings Directive) on taxation of savings income in the form of interest payments, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entity established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland).
The European Commission has proposed certain amendments to the Savings Directive which may, if implemented, amend or broaden the scope of the requirements described above.
Noteholders who are individuals should note that should any payment in respect of the Notes be subject to withholding imposed as a consequence of the Savings Directive or any law implementing or complying with, or introduced in order to conform to, the Savings Directive, no additional amounts would be payable by the Issuer pursuant to the provisions of Condition 8 of the Terms and Conditions.
The Dealers have, in an amended and restated programme agreement dated 26 June 2012 (the Programme Agreement) agreed with the Issuer a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Terms and Conditions of the Notes".
The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution, as determined and certified by the relevant Dealer or, in the case of an issue of Notes on a syndicated basis, the relevant lead manager, to the Principal Paying Agent of all Notes of the Tranche of which such Notes are a part, within the United States or to, or for the account or benefit of, U.S. persons. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.
Each issuance of Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Final Terms.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public in that Relevant Member State:
(a) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(c) at any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes referred to in (a) to (c) above shall require the publication by the Issuer of or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe to the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended; the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Base Prospectus and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer nor any of the other Dealers shall have any responsibility therefor.
None of the Issuer, the Trustee and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.
With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions as the Issuer and the relevant Dealer shall agree and as shall be set out in the applicable Final Terms.
The establishment of the Programme and the issue of Notes have been duly authorised by resolutions of the Board of Directors of the Issuer dated 23 November, 2005. The update of the Programme has been considered at a meeting of the Board of Directors of the Issuer dated 22 March 2012 and authorised by a resolution of the Approvals Committee of the Board of Directors of the Issuer dated 25 June 2012.
It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on the Market will be admitted separately as and when issued, subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche. Application has been made to the UK Listing Authority for Notes issued under the Programme to be admitted to the Official List and to the London Stock Exchange for such Notes to be admitted to trading on the Market. The listing of the Programme in respect of Notes is expected to be granted on or before 29 June 2012.
For the period of 12 months following the date of this Base Prospectus, copies of the following documents will, when published, be available from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London:
(i) the Memorandum and Articles of Association of the Issuer;
(ii) the consolidated audited financial statements of the Issuer in respect of the two financial years ended 31st March, 2011 and 2012 together with the audit reports prepared in connection therewith;
(iii) the most recently published audited annual financial statements of the Issuer and the most recently published unaudited interim financial statements (if any) of the Issuer, in each case together with any audit or review reports prepared in connection therewith;
(iv) the Programme Agreement, the Agency Agreement, the Trust Deed and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;
(v) a copy of this Base Prospectus; and
(vi) any future offering circulars, base prospectuses, information memoranda and supplements to this Base Prospectus and any other documents incorporated herein or therein by reference.
Copies of this Base Prospectus, any documents incorporated by reference and each Final Terms relating to Notes which are either admitted to trading on the Market or offered in the United Kingdom in circumstances where a prospectus is required to be published under the Prospectus Directive will also be available on the website of the London Stock Exchange.
Copies of each Final Terms relating to Notes which are either admitted to trading on any other regulated market in the European Economic Area or offered in any other Member State of the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will be available for viewing in accordance with Article 14(2) of the Prospectus Directive and the rules and regulations of the relevant regulated market. Copies of each Final Terms relating to any other Notes will only be available for viewing by a holder of such Notes upon production of evidence satisfactory to the Issuer, the Trustee or Paying Agent as to the identity of such holder.
The Notes are expected to be accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Final Terms.
The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.
The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.
There has been no significant change in the financial or trading position of the Issuer or the Group taken as a whole since 31 st March, 2012. There has been no material adverse change in the financial position or prospects of the Issuer or the Group since 31 st March, 2012.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), nor have there been such proceedings in the 12 months preceding the date of this document, which may have or have in such period had a significant effect on the financial position or profitability of the Group.
The auditors of the Issuer are Deloitte LLP, Chartered Accountants, of Hill House, 1 Little New Street, London EC4A 3TR who have audited the Issuer's consolidated accounts, without qualification, in accordance with generally accepted auditing standards in the United Kingdom for each of the two financial years ended on 31st March, 2011 and 31st March, 2012. Deloitte LLP is a member of the Institute of Chartered Accountants of England and Wales.
The Issuer does not intend to provide any post-issuance information in relation to any assets underlying issues of Notes constituting derivative securities for the purposes of the Prospectus Directive.
The Trust Deed provides that the Trustee may rely on certificates and/or reports from Auditors (as defined therein) or any other expert in accordance with the Trust Deed whether or not such certificate or report or any engagement letter or other document entered into by the Trustee and the Auditors or such other expert in connection therewith contains any limit on the liability of the Auditors or such other expert. Under the terms of the Programme, the Trustee will not necessarily receive a legal opinion in connection with each issue of Notes.
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer and its affiliates in the ordinary course of business.
The British Land Company PLC York House 45 Seymour Street London W1H 7LX
Capita Trust Company Limited 4 th Floor 40 Dukes Place London EC3A 7NH
The Bank of New York Mellon One Canada Square Canary Wharf London E14 5AL
The Bank of New York Mellon (Luxembourg) S.A. Vertigo Building - Polaris 2-4 rue Eugene Ruppert L-2453 Luxembourg
To the Issuer To the Dealers and the Trustee
Simmons &Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS
Allen & Overy LLP One Bishops Square London E1 6AD
Deloitte LLP Hill House 1 Little New Street London EC4A 3TR
5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Barclays Bank PLC Merrill Lynch International
2 King Edward Street London EC1A 1HQ United Kingdom
Banco Santander, S.A.
Ciudad Grupo Santander Avda. Cantabria s/nº, Edificio Encinar, Planta baja 28660 Boadilla del Monte Madrid – ESPAÑA
Crédit Agricole Corporate and Investment Bank
9, Quai du President Paul Doumer 92920 Paris-la-Défense Cedex France
HSBC Bank plc
8 Canada Square London E14 5HQ United Kingdom
Lloyds TSB Bank plc
10 Gresham Street London EC2V 7AE United Kingdom
Mitsubishi UFJ Securities International plc
Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ United Kingdom
The Royal Bank of Scotland plc
135 Bishopsgate London EC2M 3UR United Kingdom
UBS Limited
100 Liverpool Street London EC2M 2RH United Kingdom
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