Capital/Financing Update • Jun 6, 2013
Capital/Financing Update
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4 June 2013
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 19 September 2012 and a supplement to it dated 22 March 2013 which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (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 has been published on Issuer's website.
| 1. | (i) | Series Number: | 25 |
|---|---|---|---|
| (ii) | Tranche Number: | $\mathbf{1}$ | |
| 2. | Specified Currency: | EUR | |
| 3. | Aggregate Nominal Amount of Notes admitted to trading: |
||
| (i) | Series: | 164,000,000 | |
| (ii) | Tranche: | 164,000,000 | |
| 4. | Issue Price: | 99.0540% of the Aggregate Nominal Amount | |
| 5. | (i) | Specified Denominations: | EUR 100,000 and higher integral multiples of EUR 1,000 in excess thereof |
| (ii) | Calculation Amount: | EUR 1,000 | |
| 6. | (i) | Issue Date: | 5 June 2013 |
| (ii) | Interest Commencement Date: |
Issue Date | |
| 7. | Maturity Date: | 5 December 2023 | |
| 8. | Interest Basis: | 2.875% Fixed Rate (further particulars specified below) |
|
| 9. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed |
| on the Maturity Date at par. | ||
|---|---|---|
| 10. | Change of Interest Basis: | Not Applicable |
| 11. | Put/Call Options: | Not Applicable. |
| 12. | Date(s) of relevant corporate authorisations for issuance of Notes: |
20 February 2013 (Board Authorisation) and 22 May 2013 (Decision to Issue). |
| 13. | Fixed Rate Note Provisions | Applicable |
|---|---|---|
| (i) | $Rate(s)$ of Interest: | 2.875 per cent. per annum payable annually in arrear on each Interest Payment Date |
| (ii) | Interest Payment Date(s): | 5 December in each year commencing on 5 December 2013 up to, and including, the Maturity Date, in each case in accordance with the Following Business Day Convention |
| (iii) | Fixed Coupon Amount(s): | EUR28.75 per Calculation Amount |
| (iv) | Broken Amount(s): | On the first Interest Payment Date falling on 5 December 2013, the following Broken Amount shall be due on the Notes: EUR14.4144 per Calculation Amount |
| (v) | Day Count Fraction: | Actual/Actual (ICMA) (unadjusted) |
| (vi) | Determination Date(s): | 5 December in each year |
| 14. | Floating Rate Note Provisions | Not Applicable |
| 15. | Zero Coupon Note Provisions | Not Applicable |
| 16. | Call Option: | Not Applicable |
|---|---|---|
| 17. | Put Option: | Not Applicable. |
| 18. | Final Redemption Amount of each Note: |
At par |
| 19. | Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of |
At par |
default or other early redemption:
| 20. | Form of Notes: | Bearer Notes: |
|---|---|---|
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
||
| 21. | Financial Centre(s): | Not Applicable |
| 22. | Talons for future Coupons to be attached to Definitive Notes (and dates on which such Talons mature): |
No |
Redenomination: Not Applicable 23.
Signed on behalf of the Issuer:
| By: | |
|---|---|
| Duly authorised | Yann LANGLAIS |
| (i) | Admission to trading: | Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange with effect from 6 June 2013. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
GBP 3,600 |
Ratings:
The Notes to be issued are expected to be rated:
$S & P$ : BBB
Moody's: Baa2
Save as discussed in "Subscription and Sale and Transfer and Selling Restrictions", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
$\overline{4}$ . YIELD (Fixed Rate Notes only)
Indication of yield:
2.98 per cent.
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
| ISIN Code: | XS0938999629 |
|---|---|
| Common Code: | 093899962 |
| Book-entry clearing systems | Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme |
| Names and addresses of additional Not Applicable Paying Agent(s) (if any): |
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