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Investec PLC — Capital/Financing Update 2013
Jan 21, 2013
5231_rns_2013-01-21_12aeaf53-233f-4698-be7d-dadac23a480a.pdf
Capital/Financing Update
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Notes issued pursuant to these Final Terms are securities to be listed under Listing Rule 19.
18 January 2013
Investec Bank plc
Issue of GBP Capital Less Down In Barrier and Upside Capped Notes under the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 13 June 2012 (the "Base Prospectus"), and the supplements thereto dated 11 July 2012, 19 November 2012 and 28 December 2012, which together constitute a 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, as supplemented from time to time.
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, as supplemented from time to time. The Base Prospectus and any supplements thereto are available for viewing at and copies may be obtained during normal working hours from Investec Bank plc, 2 Gresham Street, London EC2V 7QP or from Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE.
| 1. | Issuer: | Investec Bank plc | |
|---|---|---|---|
| 2. | (a) | Series Number: | ZCP2012-122S |
| (b) | Tranche Number: | 2 | |
| 3. | Specified Currency or Currencies: | Pounds sterling ("GBP") | |
| 4. | Aggregate Nominal Amount of Notes admitted to trading: |
||
| (a) | Series: | GBP2,700,000 | |
| (b) | Tranche: | GBP350,000 | |
| 5 1 | ⊟ssue Price: | 100 per cent. of the Aggregate Nominal Amount |
|
| 6. | (a) | Specified Denominations: | GBP1.00 |
| (b) | Calculation Amount: | GBP1.00 |
$7.$ $(a)$ Issue Date:
$(b)$ Interest Commencement Date:
Maturity Date: $8.$
- Interest Basis: $91$
-
- Redemption/Payment Basis:
18 January 2013
Not applicable
22 January 2018
Zero Coupon
Final Redemption Amount linked to value of Preference Shares in accordance with Condition 6 (Redemption and Purchase)
-
- Change of Interest Basis or Redemption/Payment Basis:
-
- Call Option:
$13. (a)$ Status of the Notes:
$(b)$ Security Status:
Not applicable
Not applicable
Senior
Not applicable
Secured Notes. The Issuer has designated the Notes as covered bonds.
- Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 15. Fixed Rate Note Provisions | Not applicable |
|---|---|
| 16. Floating Rate Note Provisions | Not applicable |
| 17. Dual Currency Interest Note Provisions | Not applicable |
PROVISIONS RELATING TO REDEMPTION
-
- Issuer Call:
-
- $(a)$ Note:
Final Redemption Amount of each Final Redemption Amount linked to value of Preference Shares in accordance with Condition 6 (Redemption and Purchase)
- Classes of Preference Shares to $(b)$ Class Preference which this Series of Notes are linked Share and their respective Preference Weighting Share Weightings: Class 2012-122S-A 20% Class 2012-122S-B 20%
- Class 2012-122S-C 20% Class 2012-122S-D 20%
Class 2012-122S-E 20%
So long as the Notes are in the form of Uncertificated Registered Notes and are held in CRESTCo. Limited, the Final Redemption Amount shall be calculated in relation to the aggregate principal amount of the Notes outstanding, rounded down to the nearest GBP0.01 and paid to CRESTCo. Limited for distribution by it to entitled accountholders in accordance with CRESTCo. Limited's usual rules and procedures.
If Uncertificated Registered Notes are at any time exchanged for Definitive Registered Notes, the Final Redemption Amount will be calculated in relation to each Specified Denomination and rounded to the nearest GBP0.01.
GENERAL PROVISIONS APPLICABLE TO THE NOTES
| 20. Form of Notes: | Uncertificated Registered Notes | |
|---|---|---|
| Days: | 21. Additional Financial Centre(s) or other special provisions relating to Payment |
Not applicable |
| 22. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No | |
| 23. Details relating to Instalment Notes: | ||
| (a) | Instalment Amount(s): | Not applicable |
| (b) | Instalment Date(s): | Not applicable |
| 24. Other final terms: | Not applicable | |
| DISTRIBUTION | ||
| 25. (a) | If syndicated, names of Managers: | Not applicable |
| (b) | Date of Subscription Agreement: | Not applicable |
$(c)$
Rounding:
-
- If non-syndicated, name of relevant Dealer:
-
- U.S. Selling Restrictions:
-
- Additional selling restrictions:
-
TAXATION
-
Taxation:
Investec Bank plc, 2 Gresham Street, London EC2V 7QP
Reg. S Compliance Category: 2
TEFRA not applicable
Not applicable
Condition 7A (Taxation - No Gross $up$ ) applies
SECURITY PROVISIONS
- Security Provisions:
Applicable
- Whether Collateral Pool secures This Series and other Series. $(a)$ this Series of Notes only or this Series and other Series:
- Date of Supplemental Trust Deed Supplemental Trust Deed dated 1 $(b)$ Number of first Series of Covered 59S among others Notes secured thereby:
relating to the Collateral Pool August 2011 constituting Collateral securing the Notes and Series Pool 4 and securing Series ZCP2011-
| (c) | Eligible Collateral: | Valuation Percentage |
Maximum Percentage |
||
|---|---|---|---|---|---|
| (A) | Cash in. an Currency |
Eligible | 100% | 100% | |
| (B) | Negotiable obligations issued by the government of the United Kingdom having original maturity issuance of not more than one year |
debt an at |
100% | 100% | |
| (C) | Negotiable | debt | 100% | 100% |
100% obligations issued by the government of the United Kingdom having an original maturity at issuance of more than one year but not more than 10 years
100%
$(D)$ Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of more than 10 years
$(E)$ Negotiable senior debt obligations issued or guaranteed by any of the following entities:
| Name of Entity | Valuation Percentage |
Maximum Percentage |
|
|---|---|---|---|
| HSBC Bank plc | 100% | 30% | |
| Lloyds TSB Bank plc | 100% | 30% | |
| Nationwide Building Society |
100% | 30% | |
| Santander UK plc | 100% | 30% | |
| The Royal Scotland plc |
Bank οf |
100% | 30% |
100%
provided, however, that upon the redemption of a Relevant Portion of the Notes due to the redemption of a Class of Preference Share following the delivery of a Credit Event Notice (as defined in the relevant Preference Share Confirmation relating thereto set out in Part C hereto), senior debt obligations issued or guaranteed by the relevant Reference Entity (as defined in such Preference Share Confirmation) will no longer constitute Eligible Collateral and the Maximum Percentages specified above may be adjusted upwards by the Calculation Agent to reflect the removal of such Reference Entity as an issuer or guarantor of Eligible Collateral.
| (d) | Valuation Dates: | Every Business Day from and including the Issue Date to but excluding the Maturity Date |
|---|---|---|
| (e) | Eligible Currency: | GBP |
| (f) | Minimum Transfer Amount: | GBP10,000 |
| (g) | Independent Amount: | GBP100,000 |
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange and listing on the Official List of the Financial Services Authority of the Notes described herein pursuant to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:
Bv:
Duly authorised
Jennifer Peacock Authorised Signatory
By: Duly authorised
Paul Geddes Authorised Signatory
PART B - OTHER INFORMATION
$1.$ LISTING
$(i)$ Listing:
London
$(ii)$ Admission to trading: On or about the Issue Date
$2.$ RATINGS
Ratings:
The long-term senior debt of Investec Bank plc has a rating of BBB- as rated by Fitch Ratings Limited ("Fitch"). This means that Fitch is of the opinion that Investec Bank plc has a good credit quality and indicates that expectations of default risk are currently low.
The long-term senior debt of Investec Bank plc has a rating of Baa3 as rated by Moody's Investors Service Limited ("Moody's"). This means that Moody's is of the opinion that Invested Bank plc is subject to moderate credit risk, is considered medium-grade, and as such may possess certain speculative characteristics.
Each of Fitch and Moody's is established in the EU and registered under Regulation (EU) No 1060/2009, as amended.
The Notes to be issued have not been specifically rated.
$3.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
- Information not required $(i)$ Reasons for the offer:
- $(ii)$ Estimated net proceeds: Information not required
- $(iii)$ Estimated total expenses: Information not required
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
The Final Redemption Amount payable in respect of the Notes will be calculated by reference to the value of each of the Class 2012-122S-A. Class 2012-122S-B, Class 2012-122S-C, Class 2012-122S-D and Class 2012-122S-E Preference Shares issued by Zebra Capital II Limited, with a 20% portion of the Final Redemption Amount being calculated by reference to each such Class of Preference Share. Each 20% portion of the Final Redemption Amount of the Notes will reflect the percentage change in the value of one Preference Share of the relevant Class as of the Maturity Date of the Notes or (in the case of a redemption of the Notes other than pursuant to Condition 6(b) (Redemption at maturity)) as of the date of their redemption against the value of one Preference Share of such Class as of the Issue Date, all as provided in the Conditions of the Notes. The Redemption Price (as defined in each of the Preference Share Confirmations set out in Part C hereto) of each of the Class 2012-122S-A, Class 2012-122S-B, Class 2012-122S-C, Class 2012-122S-D and Class 2012-122S-E Preference Shares will be calculated by reference to the value or level of the FTSE™ 100 Index (the "Index").
In calculating the Redemption Price of each Class of Preference Share, the Preference Share Calculation Agent will consider whether a Trigger Event (as defined in the relevant Preference Share Confirmation set out in Part C hereto) has occurred. If (i) a Trigger Event has not occurred, or (ii) a Trigger Event has occurred and the Final Index Level (as defined in the relevant Preference Share Confirmation set out in Part C hereto) is greater than or equal to the Initial Index Level (as defined in such Preference Share Confirmation), then the Redemption Price of such Preference Share will be an amount equal to the product of its par value and a fraction, the numerator of which is 100 and the denominator of which is 74.80. If (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the Initial Index Level, then the Redemption Price of the relevant Class of Preference Share will be an amount equal to the product of (A) its par value, (B) a fraction, the numerator of which is 100 and the denominator of which is 74.80 and (C) a further fraction, the numerator of which is the Final Index Level and the denominator of which is the Initial Index Level.
In addition, each Class of Preference Share is linked to the solvency of one Reference Entity as specified in the relevant Preference Share Confirmation set out in Part C hereto. If the Reference Entity becomes Insolvent, then the Preference Share Calculation Agent may give notice of the occurrence of a Credit Event in relation to the relevant Class of Preference Share and the Redemption Price payable in respect of such Class of Preference Share will be reduced by reference to the Recovery Rate for such Reference Entity, all as determined by the Preference Share Calculation Agent acting in a commercially reasonable manner.
5.
$-8-$
See Part C of these Final Terms for a further description regarding the calculation of the Redemption Price of the Class 2012-122S-A, Class 2012-122S-B, Class 2012-122S-C, Class 2012-122S-D and Class 2012-122S-E Preference Shares.
The Issuer does not intend to provide post-issuance information.
6. OPERATIONAL INFORMATION
| (i) | ISIN Code: | GB00B87FSP46 |
|---|---|---|
| (ii) | SEDOL Code: | B87FSP4 |
| (iii) | Common Code: | Not applicable |
| (iv) | clearing system(s) Any other than Euroclear and Clearstream, Luxembourg the relevant and identification number(s): |
The Notes will be Uncertificated Registered Notes held in CRESTCo. Limited |
| (v) | Delivery: | Delivery free of payment |
| (vi) | Settlement procedures: | Medium Term Note |
| (vii) | Additional Paying Agent(s) (it any): |
None |
| (viii) | Common Depositary: | Not applicable |
| (ix) | Calculation Agent: | Investec Bank plc |
| - is Calculation Agent to make calculations? |
Yes | |
| (x) | Other relevant Terms and Conditions: |
Not applicable · |
| (xi) | Other Final Terms: | Not applicable |
| TERMS AND CONDITIONS OF THE OFFER | ||
| (i) | Offer Price: | Issue Price |
| (ii) | Offer Period: | An offer of the Notes will be made by the Plan Manager (as defined in Part B. paragraph 7(v) hereof) other than pursuant to Article 3(2) of the Prospectus Directive during the period from 9.00 a.m. (GMT) on 12 November 2012 until 5.00 p.m. (GMT) |
$7.$
on 31 December 2012.
- $(iii)$ Conditions to which the offer is subject:
- $(iv)$ Description of the application process:
The Notes will be available only through an investment in the Investec FTSE 100 Bonus Income Plan $28 -$ Non-ISA (the "Plan"), details of which are available from financial advisers
Prospective investors should complete and sign an application form obtainable from their financial adviser and send it to their financial adviser who will send it to Investec Administration. Duly completed applications together with cheques for the full amount of the investor's subscription must be received by Investec Administration no later than 5:00 p.m. (GMT) on 31 December 2012. Invested Administration will send investors written acknowledgement by the end of the next working day following receipt of the completed application form. After the Issue Date, investors will be sent an opening statement showing each investor's holdings in the Notes.
Invested Bank plc as plan manager (the "Plan Manager") in relation to the Plan may accept duly completed applications subject to the Terms and Conditions set out in the brochure relating to the Plan (the "Plan Brochure"). The Plan Manager reserves the right to reject an application for any reason, in which case the subscription monies will be returned. Further details of the cancellation rights and the application process are set out in the Plan Brochure.
$(vi)$ Details of the minimum and/or maximum amount of application:
Description of possibility to
reduce subscriptions and
amount paid
refundina
by
for
Minimum of GBP3,000 to a maximum of GBP1,000,000
$(v)$
manner
excess
applicants:
Details of the method and $(vii)$ time limits for paying up and delivering the Notes:
Prospective investors paying by means of cheque must provide for four Banking Days (as defined in the Plan Brochure) prior to the close of the Offer Period for purposes of cheque clearance.
Prospective Noteholders will be notified by the Plan Manager of their allocation of Notes. The Notes will be collectively held for investors in the name of Ferlim Nominees Limited, except to the extent that delivery alternative and settlement arrangements have been agreed between individual investors and the Plan Manager. as described more fully in the Plan Brochure
Manner in and date on $(viii)$ which results of the offer are to be made public:
The final size of the offer is GBP2,700,000.
A copy of the Final Terms in respect of the Notes issued under Tranche 1 was filed with the Financial Services Authority in the UK (the "FSA") on 9 November 2012. A copy of these Final Terms will be filed with the FSA. A notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes issued under Tranche 1 was (i) filed with the FSA on 14 January 2013 and (ii) published in accordance with the method of publication set out in Prospectus Rule $3.2.4(2)$ .
- Procedure for exercise of Not applicable $(ix)$ any right of pre-emption. negotiability of subscription rights and treatment of subscription rights not exercised:
- $(x)$ Categories of are offered and whether $tranche(s)$ have been reserved for countries:
potential The Notes will be offered to retail investors investors to which the Notes in the UK and the Isle of Man. The Notes will only be available to investors through an investment in the Plan, as described certain more fully in the Plan Brochure.
- $(xi)$ allotted and the indication before notification is made:
- Amount of any expenses None $(xii)$ and taxes specifically charged to the subscriber or purchaser:
- $(xiii)$ to the extent known to the London EC2V 7QP Issuer, of the placers in the various countries where the offer takes place:
Process for notification to At the end of the Offer Period, the Plan applicants of the amount Manager will proceed to notify the prospective Noteholders as to the amount whether dealing may begin of their allotment of the Notes.
Name(s) and address(es), Investec Bank plc, 2 Gresham Street,
$\bar{z}$
PART C - PREFERENCE SHARE CONFIRMATION
Appended hereto are the Preference Share Confirmations relating to the Classes of Preference Shares to which the Notes will be linked.
PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCE SHARES
Preference Share Confirmation to be dated on or before 15 January 2013
ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2012-122S-A PREFERENCE SHARES relating to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc
We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2012-122S-A Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.
| Ί. | Number of Preference Shares: | vne |
|---|---|---|
| 2. Preference Share Currency: | Pounds sterling ("GBP") | |
| 3. Par Value of Each Preference GBP 200 Share: |
||
| 4. Issue Price: | GBP 200 per Preference Share | |
| 5. | Issue Date: $\omega_{\rm{eff}}$ and $\omega_{\rm{eff}}$ |
15 January 2013 |
| 6. Final Redemption Date: | 22 January 2018, provided that if such a date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day |
|
| 7. | Redemption Price payable on Final As set out in Annex A hereto Redemption Date: |
|
| 8. Preference Share Calculation Agent: |
Investec Bank plc |
$\sim$ 1. $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$
- Type of Preference Shares:
Single Index Linked Shares, which are also Credit Linked Shares
INDEX LINKED PROVISIONS
$(iii)$
| 10. $(i)$ | Additional Disruption | Hedging Disruption and Increased Cost of | |||
|---|---|---|---|---|---|
| Events: | Hedging |
Automatic Early Not applicable $(ii)$ Redemption:
Averaging Dates: Each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018
- $(iv)$ Averaging Dates Market Omission Disruption:
- $(v)$ Barrier Level: 50 per cent. of Initial Index Level
- $(vi)$ Business Day: 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 the Cayman Islands
FTSE™ 100 Index
- Constant Monitoring: $(vii)$ Not applicable
- Exchange(s): (viii) The London Stock Exchange plc
Date
No
- $(ix)$ Index:
- FTSE International Limited Index Sponsor: $(x)$
$(xi)$ Initial Index Level:
Multi-Exchange Index: $(xii)$
$(xiii)$ Non Multi-Exchange Index: Yes
Observation Period: $(xiv)$
Official Closing Level Only: $(xv)$
$(xvi)$ Strike Date: Applicable
15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and
The official closing Index Level on the Strike
The period from and including 16 January
2013 to and including 19 January 2018
conditions of the Preference Shares
(xvii) Strike Price:
The Initial Index Level
CREDIT LINKED PROVISIONS
- Name of Reference Entity:
HSBC Bank plc
Further information regarding the Reference Entity can be obtained from its website, www.hsbc.co.uk
Signed on behalf of the Company:
By: . . . . . . . . . . . . . . . . . . . . Duly authorised
Annex A to the Preference Share Confirmation
Unless previously redeemed or repurchased in accordance with the terms and conditions of the Preference Shares, the Redemption Price payable by the Company in respect of each Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:
if (i) a Trigger Event has not occurred; or (ii) (A) a Trigger Event has occurred, $(a)$ and (B) the Final Index Level is greater than or equal to the Initial Index Level:
$$
Issue Price \times \frac{100}{74.80}
$$
if (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the $(b)$ Initial Index Level:
$$
Issue Price \times \frac{100}{74.80} \times \left(\frac{FIL}{IIL}\right)
$$
where:
"Averaging Date" means each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018;
"Barrier" means 50 per cent. of the Initial Index Level;
"Barrier End Date" means 19 January 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date;
"Barrier Start Date" means 16 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Final Index Level" or "FIL" means the daily arithmetic average of the official closing Index Level on each Averaging Date;
"Final Redemption Date" means 22 January 2018, provided that if such a date is not a Business Day, the Final Redemption Date shall be the next following Business Day;
"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;
"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation;
"Strike Date" means 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and
"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.
Annex B to the Preference Share Confirmation
DISCLAIMER STATEMENTS
STATEMENTS REGARDING THE FTSE™ 100 INDEX
The Class 2012-122S-A Preference Share is not sponsored, endorsed or promoted by the FTSE™ ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and none of the FTSE, the Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, none of the FTSE, the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the FTSE, the Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE™ and "Footsie™ are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.
(Source: The Financial Times Limited)
STATEMENTS REGARDING THE REFERENCE ENTITY
HSBC Bank plc has not sponsored or endorsed the Class 2012-122S-A Preference Shares, the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Class 2012-122S-A Preference Shares, the Notes or the related plan.
PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCE SHARES
Preference Share Confirmation to be dated on or before 15 January 2013
ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2012-122S-B PREFERENCE SHARES relating to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc
We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2012-122S-B Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.
| 1. | Number of Preference Shares: | One |
|---|---|---|
| 2. Preference Share Currency: | Pounds sterling ("GBP") | |
| 3. Par Value of Each Preference GBP 200 Share: |
||
| 4. Issue Price: | GBP 200 per Preference Share | |
| 5. | Issue Date: | 15 January 2013 |
| 6. | Final Redemption Date: | 22 January 2018, provided that if such a date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day |
| 7. | Redemption Price payable on Final As set out in Annex A hereto Redemption Date: |
|
| 8. | Preference Share Calculation Agent: |
Investec Bank plc |
| 9. | Type of Preference Shares: | Single Index Linked Shares, which are also Credit Linked Shares |
INDEX LINKED PROVISIONS
| 10. $(i)$ | Additional Disruption Events: |
Hedging Disruption and Increased Cost of Hedging |
|---|---|---|
| (ii) | Automatic Early Redemption: |
Not applicable |
| (iii) | Averaging Dates: | Each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018 |
| (iv) | Averaging Dates Market Disruption: |
Omission |
| (v) | Barrier Level: | 50 per cent. of Initial Index Level |
| (v i ) | Business Day: | 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 the Cayman Islands |
| (vii) | Constant Monitoring: | Not applicable |
| (viii) | Exchange(s): | The London Stock Exchange plc |
| (ix) | Index: | FTSE™ 100 Index |
| (x) | Index Sponsor: | FTSE International Limited |
| (x i ) | Initial Index Level: | The official closing Index Level on the Strike Date |
| (xii) | Multi-Exchange Index: | No |
| (xiii) | Non Multi-Exchange Index: | Yes |
| (xiv) | Observation Period: | The period from and including 16 January 2013 to and including 19 January 2018 |
| (xv) | Official Closing Level Only: | Applicable |
| (xvi) | Strike Date: | 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares |
| (xvii) | Strike Price: | The Initial Index Level |
$\sim$ $\sim$
$\bar{\mathcal{A}}$
$\overline{\phantom{a}}$
CREDIT LINKED PROVISIONS
- Name of Reference Entity:
Lloyds TSB Bank plc
Further information regarding the Reference Entity can be obtained from its website, www.lloydstsb.com
$\alpha=1$
Signed on behalf of the Company:
$\sim 10$ By: .................................... Duly authorised
$\bar{z}$
$\sim$
Annex A to the Preference Share Confirmation
Unless previously redeemed or repurchased in accordance with the terms and conditions of the Preference Shares, the Redemption Price payable by the Company in respect of each Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:
if (i) a Trigger Event has not occurred; or (ii) (A) a Trigger Event has occurred, $(a)$ and (B) the Final Index Level is greater than or equal to the Initial Index Level:
ISSue Price $\times$ $\frac{100}{74.80}$
$(b)$ if (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the Initial Index Level:
$$
Issue Price \times \frac{100}{74.80} \times \left(\frac{FIL}{IIL}\right)
$$
where:
"Averaging Date" means each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018;
"Barrier" means 50 per cent. of the Initial Index Level;
"Barrier End Date" means 19 January 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date;
"Barrier Start Date" means 16 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Final Index Level" or "FIL" means the daily arithmetic average of the official closing Index Level on each Averaging Date:
"Final Redemption Date" means 22 January 2018, provided that if such a date is not a Business Day, the Final Redemption Date shall be the next following Business Day;
"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;
"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation;
"Strike Date" means 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and
"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.
Annex B to the Preference Share Confirmation
DISCLAIMER STATEMENTS
STATEMENTS REGARDING THE FTSE™ 100 INDEX
The Class 2012-122S-B Preference Share is not sponsored, endorsed or promoted by the FTSE™ ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and none of the FTSE, the Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, none of the FTSE, the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the FTSE, the Exchange or FT shall be under any obligation to advise any person of any error therein.
."FTSE™" and "Footsie™" are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.
(Source: The Financial Times Limited)
STATEMENTS REGARDING THE REFERENCE ENTITY
Lloyds TSB Bank plc has not sponsored or endorsed the Class 2012-122S-B Preference Shares, the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Class 2012-122S-B Preference Shares, the Notes or the related plan.
PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCE SHARES
Preference Share Confirmation to be dated on or before 15 January 2013
ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2012-122S-C PREFERENCE SHARES relating to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc
We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2012-122S-C Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.
| 1. | Number of Preference Shares: | One |
|---|---|---|
| 2. | Preference Share Currency: | Pounds sterling ("GBP") |
| 3 1 | Par Value of Each Preference GBP 200 Share: |
|
| 4. | Issue Price: | GBP 200 per Preference Share |
| 5. | Issue Date: | 15 January 2013 |
| 6. | Final Redemption Date: | 22 January 2018, provided that if such a date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day |
| $7_{\cdot}$ | Redemption Price payable on Final As set out in Annex A hereto. Redemption Date: |
|
| 8. | Preference Share Calculation Agent: |
Investec Bank plc |
| 9. | Type of Preference Shares: | Single Index Linked Shares, which are also Credit Linked Shares |
$\mathbf{r}$
INDEX LINKED PROVISIONS
$\ddot{\phantom{a}}$
÷.
$\overline{\phantom{a}}$
| 10. $(i)$ | Additional Disruption Events: |
Hedging Disruption and Increased Cost of Hedging |
|
|---|---|---|---|
| (ii) | Automatic Early Redemption: |
Not applicable | |
| (iii) | Averaging Dates: | Each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018 |
|
| (iv) | Averaging Dates Market Disruption: |
Omission | |
| (v) | Barrier Level: | 50 per cent. of Initial Index Level | |
| (vi) | Business Day: | 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 the Cayman Islands |
|
| (vii) | Constant Monitoring: | Not applicable | |
| (viii) | Exchange(s): | The London Stock Exchange plc | |
| (ix) | Index: | FTSE™ 100 Index | |
| (x) | Index Sponsor: | FTSE International Limited | |
| (xi) | Initial Index Level: | The official closing Index Level on the Strike Date |
|
| (xii) | Multi-Exchange Index: | No | |
| (xiii) | Non Multi-Exchange Index: | Yes | |
| (xiv) | Observation Period: | The period from and including 16 January 2013 to and including 19 January 2018 |
|
| (xv) | Official Closing Level Only: | Applicable | |
| (xvi) | Strike Date: | 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares |
|
| (xvii) | Strike Price: | The Initial Index Level |
$\ddot{\phantom{a}}$
CREDIT LINKED PROVISIONS
- Name of Reference Entity:
Nationwide Building Society
Further information regarding the Reference Entity can be obtained from its website, www.nationwide.co.uk $\sim$ $\sim$
Signed on behalf of the Company:
By: . . . . . . . . . . . . . . . . . . . . Duly authorised
Annex A to the Preference Share Confirmation
Unless previously redeemed or repurchased in accordance with the terms and conditions of the Preference Shares, the Redemption Price payable by the Company in respect of each Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:
if (i) a Trigger Event has not occurred; or (ii) (A) a Trigger Event has occurred, $(a)$ and (B) the Final Index Level is greater than or equal to the Initial Index Level:
$$
Issue Price \times \frac{100}{74.80}
$$
$(b)$ if (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the Initial Index Level:
$$
Issue Price \times \frac{100}{74.80} \times \left(\frac{FIL}{IIL}\right)
$$
where:
"Averaging Date" means each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018;
"Barrier" means 50 per cent. of the Initial Index Level.
"Barrier End Date" means 19 January 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date;
"Barrier Start Date" means 16 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Final Index Level" or "FIL" means the daily arithmetic average of the official closing Index Level on each Averaging Date;
"Final Redemption Date" means 22 January 2018, provided that if such a date is not a Business Day, the Final Redemption Date shall be the next following Business Day;
"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;
"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation;
"Strike Date" means 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and
"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.
Annex B to the Preference Share Confirmation
DISCLAIMER STATEMENTS
STATEMENTS REGARDING THE FTSE™ 100 INDEX
The Class 2012-122S-C Preference Share is not sponsored, endorsed or promoted by the FTSE™ ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and none of the FTSE, the Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, none of the FTSE, the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the FTSE, the Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE™ and "Footsie™ are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.
(Source: The Financial Times Limited)
STATEMENTS REGARDING THE REFERENCE ENTITY
Nationwide Building Society has not sponsored or endorsed the Class 2012-122S-C Preference Shares, the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Class 2012-122S-C Preference Shares, the Notes or the related plan.
PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCE SHARES
Preference Share Confirmation to be dated on or before 15 January 2013
ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2012-122S-D PREFERENCE SHARES relating to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc
We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2012-122S-D Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.
| 1. | Number of Preference Shares: | One |
|---|---|---|
| 2. Preference Share Currency: | Pounds sterling ("GBP") | |
| 3. Par Value of Each Preference GBP 200 Share: |
||
| 4. Issue Price: | GBP 200 per Preference Share | |
| 5. | Issue Date: | 15 January 2013 |
| 6. Final Redemption Date: | 22 January 2018, provided that if such a date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day |
|
| 7. | Redemption Price payable on Final As set out in Annex A hereto Redemption Date: |
|
| 8. | Preference Share Calculation Agent: |
Investec Bank plc |
| 9. | Type of Preference Shares: | Single Index Linked Shares, which are also Credit Linked Shares |
$\bar{\alpha}$
$\mathbf{r}$
$\bar{z}$
$\mathbb{R}^2$
INDEX LINKED PROVISIONS
| 10. (i) | Additional Disruption Events: |
Hedging Disruption and Increased Cost of Hedging |
|
|---|---|---|---|
| (ii) | Automatic Early Redemption: |
Not applicable | |
| (iii) | Averaging Dates: | Each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018 |
|
| (iv) | Averaging Dates Market Disruption: |
Omission | |
| (v) | Barrier Level: | 50 per cent. of Initial Index Level | |
| (vi) | Business Day: | 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 the Cayman Islands |
|
| (vii) | Constant Monitoring: | Not applicable | |
| (viii) | Exchange(s): | The London Stock Exchange plc | |
| (ix) | Index: | FTSE™ 100 Index | |
| (x) | Index Sponsor: | FTSE International Limited | |
| (x i ) | Initial Index Level: | The official closing Index Level on the Strike Date |
|
| (xii) | Multi-Exchange Index: | No | |
| (xiii) | Non Multi-Exchange Index: | Yes | |
| (xiv) | Observation Period: | The period from and including 16 January 2013 to and including 19 January 2018 |
|
| (xv) | Official Closing Level Only: | Applicable | |
| (xvi) | Strike Date: | 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares |
|
| (xvii) | Strike Price: | The Initial Index Level |
$\ddot{\phantom{a}}$
CREDIT LINKED PROVISIONS
- Name of Reference Entity:
$\hat{\mathcal{A}}$
Santander UK plc
Further information regarding the Reference Entity can be obtained from its website, www.santander.co.uk
Signed on behalf of the Company:
By: . . . . . . . . . . . . . . . . . . . . Duly authorised
Annex A to the Preference Share Confirmation
Unless previously redeemed or repurchased in accordance with the terms and conditions of the Preference Shares, the Redemption Price payable by the Company in respect of each Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:
$(a)$ if (i) a Trigger Event has not occurred; or (ii) (A) a Trigger Event has occurred. and (B) the Final Index Level is greater than or equal to the Initial Index Level:
$$
lssue Price\times\frac{100}{74.80}
$$
$(b)$ if (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the Initial Index Level:
$$
Issue Price \times \frac{100}{74.80} \times \left(\frac{FIL}{IIL}\right)
$$
where:
"Averaging Date" means each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018;
"Barrier" means 50 per cent, of the Initial Index Level:
"Barrier End Date" means 19 January 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares;
"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date:
"Barrier Start Date" means 16 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Final Index Level" or "FIL" means the daily arithmetic average of the official closing Index Level on each Averaging Date;
"Final Redemption Date" means 22 January 2018, provided that if such a date is not a Business Day, the Final Redemption Date shall be the next following Business Day;
"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;
"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation:
"Strike Date" means 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and
"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.
Annex B to the Preference Share Confirmation
DISCLAIMER STATEMENTS
STATEMENTS REGARDING THE FTSE™ 100 INDEX
The Class 2012-122S-D Preference Share is not sponsored, endorsed or promoted by the FTSE™ ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and none of the FTSE, the Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, none of the FTSE, the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the FTSE, the Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE™ and "Footsie™ are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.
(Source: The Financial Times Limited)
STATEMENTS REGARDING THE REFERENCE ENTITY
Santander UK plc has not sponsored or endorsed the Class 2012-122S-D Preference Shares, the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Class 2012-122S-D Preference Shares, the Notes or the related plan.
PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCE SHARES
Preference Share Confirmation to be dated on or before 15 January 2013
ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2012-122S-E PREFERENCE SHARES relating to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc
We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2012-122S-E Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.
| 1. | Number of Preference Shares: | One |
|---|---|---|
| 2. Preference Share Currency: | Pounds sterling ("GBP") | |
| 3. Par Value of Each Preference GBP 200 Share: |
||
| 4. Issue Price: | GBP 200 per Preference Share | |
| 5. | Issue Date: | 15 January 2013 |
| 6. | Final Redemption Date: | 22 January 2018, provided that if such a date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day |
| 7. | Redemption Price payable on Final As set out in Annex A hereto Redemption Date: |
|
| 8. | Preference Share Calculation Agent: |
Investec Bank plc |
| 9. | Type of Preference Shares: | Single Index Linked Shares, which are also Credit Linked Shares |
$\mathbb{Z}^2$
INDEX LINKED PROVISIONS
| 10. $(i)$ | Additional Disruption Events: |
Hedging Disruption and Increased Cost of Hedging |
|
|---|---|---|---|
| (ii) | Automatic Early Redemption: |
Not applicable | |
| (iii) | Averaging Dates: | Each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018 |
|
| (iv) | Averaging Dates Market Disruption: |
Omission | |
| (v) | Barrier Level: | 50 per cent. of Initial Index Level | |
| (v i ) | Business Day: | 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 the Cayman Islands |
|
| (vii) | Constant Monitoring: | Not applicable | |
| (viii) | Exchange(s): | The London Stock Exchange plc | |
| (ix) | Index: | FTSE™ 100 Index | |
| (x) | Index Sponsor: | FTSE International Limited | |
| (x i ) | Initial Index Level: | The official closing Index Level on the Strike Date |
|
| (xii) | Multi-Exchange Index: | No | |
| (xiii) | Non Multi-Exchange Index: | Yes | |
| (xiv) | Observation Period: | The period from and including 16 January 2013 to and including 19 January 2018 |
|
| (xv) | Official Closing Level Only: | Applicable | |
| (xvi) | Strike Date: | 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Trading Scheduled Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares |
|
| (xvii) | Strike Price: | The Initial Index Level |
CREDIT LINKED PROVISIONS
- Name of Reference Entity:
The Royal Bank of Scotland plc
Further information regarding the Reference Entity can be obtained from its website, www.RBS.co.uk
Signed on behalf of the Company:
By: . . . . . . . . . . . . . . . . . . . . Duly authorised
Annex A to the Preference Share Confirmation
Unless previously redeemed or repurchased in accordance with the terms and conditions of the Preference Shares, the Redemption Price payable by the Company in respect of each Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:
if (i) a Trigger Event has not occurred; or (ii) (A) a Trigger Event has occurred, $(a)$ and (B) the Final Index Level is greater than or equal to the Initial Index Level:
Issue Price $\times \frac{100}{74.80}$
if (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the $(b)$ Initial Index Level:
$$
Issue Price \times \frac{100}{74.80} \times \left(\frac{FIL}{IIL}\right)
$$
where:
"Averaging Date" means each Scheduled Trading Day from and including 19 July 2017 to and including 19 January 2018;
"Barrier" means 50 per cent. of the Initial Index Level;
"Barrier End Date" means 19 January 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:
"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date:
"Barrier Start Date" means 16 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares;
"Final Index Level" or "FIL" means the daily arithmetic average of the official closing Index Level on each Averaging Date;
"Final Redemption Date" means 22 January 2018, provided that if such a date is not a Business Day, the Final Redemption Date shall be the next following Business Day;
"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;
"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation;
"Strike Date" means 15 January 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and
"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.
Annex B to the Preference Share Confirmation
DISCLAIMER STATEMENTS
STATEMENTS REGARDING THE FTSE™ 100 INDEX
The Class 2012-122S-E Preference Share is not sponsored, endorsed or promoted by the FTSE™ ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and none of the FTSE, the Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, none of the FTSE, the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the FTSE, the Exchange or FT shall be under any obligation to advise any person of any error therein.
"FTSE™" and "Footsie™" are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.
(Source: The Financial Times Limited)
STATEMENTS REGARDING THE REFERENCE ENTITY
The Royal Bank of Scotland plc has not sponsored or endorsed the Class 2012-122S-E Preference Shares, the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Class 2012-122S-E Preference Shares, the Notes or the related plan.