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SSE PLC

Capital/Financing Update Oct 13, 2011

4710_rns_2011-10-13_c896c771-3f74-4ad5-b678-bf8bd89aaab4.pdf

Capital/Financing Update

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Final Terms dated 13 October 2011

SSE plc

Issue of JPY 15,000,000,000 1.337 per cent. Notes due 17 October 2018 under the €5,000,000,000 Euro Medium Term Note 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 Prospectus dated 16 September 2011 which constitutes a 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 such 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 Prospectus. The Prospectus is available for viewing at http://www.rnspdf.londonstockexchange.com/rns/4212O -2011-9-16.pdf.

1 Issuer: SSE plc
$\mathbf 2$ (i) Series Number: 8
(ii) Tranche Number: 1
3 Specified Currency or Currencies: Yen ("JPY")
4 Aggregate Nominal Amount of Notes:
(i) Series: JPY 15,000,000,000
(ii) Tranche: JPY 15,000,000,000
5 Issue Price: 100.00 per cent. of the Aggregate Nominal
Amount
6 (i) Specified Denominations: JPY 100,000,000
(ii) Calculation Amount: JPY 100,000,000
7 (i) Issue Date: 17 October 2011
(ii) Interest Commencement Date: Issue Date
8 Maturity Date: 17 October 2018
9 Interest Basis: 1.337 per cent. per annum
(further particulars specified below)
10 Redemption/Payment Basis: Redemption at par
11 Change
of
Interest
Redemption/
or
Payment Basis:
Not Applicable
12 Put/Call Options: Change of Control Put
SSE Restructuring Event Put
(further particulars specified below)
13 (i) Status of the Notes: Senior Unsecured
(ii) Date [Board] approval for issuance of
Notes obtained:
Not Applicable
14 Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15 Fixed Rate Note Provisions: Applicable
(i) Rate of Interest: 1.337 per cent. per annum payable semi-
annually in arrear
(ii) Interest Payment Date(s): 17 October and 17 April in each year from
and including 17 April 2012 to and including
the Maturity Date
(iii) Fixed Coupon Amount[(s)]: JPY 668,500 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction: 30/360, unadjusted
(vi) Determination Dates: Not Applicable
(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:
Not Applicable
16 Floating Rate Note Provisions: Not Applicable
17 Zero Coupon Note Provisions: Not Applicable
18 Index-Linked Interest Note/other variable-
linked interest Note Provisions:
Not Applicable
19 Dual Currency Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION
20 Call Option: Not Applicable
21 General Put Option: Not Applicable
22 Restructuring Event Put Option: Not Applicable
23 Change of Control Put Option: Applicable
(i) Change
of
Control
Redemption
Amount and
method,
if any, of
calculation of such amount(s):
JPY 100,000,000 per Calculation Amount
  • (ii) Put Period:
  • (iii) Put Date:

SSE Restructuring Event Put Option: 24

  • (i) SSE Restructuring Event Redemption Amount and method, if any, of calculation of such amount(s):
  • (ii) Put Period:

(iii) Put Date:

25 Final Redemption Amount of each Note:

26 Early Redemption Amount:

Redemption Amount(s) Early per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

27 Indexation:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

28 Form of Notes:

Bearer Notes

Not Applicable

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

29 New Global Note:

  • 30 Financial Centre(s) or other special provisions relating to payment dates:
  • 31 Talons for future Coupons or Receipts to No. be attached to Definitive Notes (and dates on which such Talons mature):

The date which falls seven days after the last day of the Put Period Applicable

$6(e)(v)$

JPY 100,000,000 per Calculation Amount

The period of 30 days beginning on and including the date on which a Put Event Notice is given in accordance with Condition

The period of 30 days beginning on and including the date on which a Put Event Notice is given in accordance with Condition $6(e)(v)$

The date which falls seven days after the last day of the Put Period

JPY 100,000,000 per Calculation Amount

JPY 100,000,000 per Calculation Amount

No

London and Tokyo

32 Details relating to Partly Paid Notes:
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences
(if any) of failure to pay, including any right
of the Issuer to forfeit the Notes and
interest due on late payment:
Not Applicable
33 relating to Instalment Notes:
Details
Instalment Amount of each instalment,
date on which each payment is to be
made:
Not Applicable
34 renominalisation
Redenomination,
and
reconventioning provisions:
Not Applicable
35 Consolidation provisions: Not Applicable
36 Other final terms: Not Applicable
DISTRIBUTION
37 If syndicated, names of Managers:
(i)
Not Applicable
Stabilising Manager(s) (if any):
(ii)
Not Applicable
38 If non-syndicated, name of Dealer: The Royal Bank of Scotland plc
39 U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
40 Additional selling restrictions: Not Applicable
DHDDASE AF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange plc's Regulated Market of the Notes described herein pursuant to the €5,000,000,000 Euro Medium Term Note Programme of the Issuer.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

By: . 21

Duly authorised

PART B - OTHER INFORMATION

1 LISTING

$(i)$ Admission to trading: Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on The London Stock Exchange plc's Regulated Market with effect from 17 October 2011.

(ii) Estimate of total expenses related to £3,600 admission to trading:

$\overline{2}$ RATINGS

Ratings:

Notes of the type to be issued have been rated:

Standard & Poor's Credit Market Services Europe Limited: A-Moody's Investors Service Ltd: A3

Each of the rating agencies mentioned above is established in the European Union and has applied for registration under Regulation (EC) No. 1060/2009, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER 3

Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

YIELD 4

Indication of yield:

1.337 per cent. per annum

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5 OPERATIONAL INFORMATION

ISIN Code:

Common Code:

XS0690542427

069054242

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the Not Applicable

relevant identification number(s):

Delivery:

Names and addresses of initial Paying Agent(s):

Names and addresses of additional Paying Agent(s) (if any):

Intended to be held in a manner which would allow Eurosystem eligibility:

Delivery against payment

The Bank of New York Mellon, London Branch, One Canada Square, London E14 5AL

Not Applicable

No

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