ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Condition 1: Form, Denomination and Title<br />
The Subordinated Notes will be represented by a global note in registered form (the "Global<br />
Subordinated Note") which, in aggregate, will represent the aggregate principal amount of the<br />
outstanding Subordinated Notes. The Subordinated Notes will be in the denomination of £50,000 and<br />
increments of £1,000 in excess thereof.<br />
Title to the Global Subordinated Notes will pass by and upon registration in the register which the<br />
Issuer shall procure to be kept by the Registrar (the "Register").<br />
Transfers and exchanges of beneficial interests in Global Subordinated Notes and entitlement to<br />
payments thereunder will be effected subject to and in accordance with the rules of Euroclear and<br />
Clearstream, Luxembourg (as the case may be).<br />
Issuance of Definitive Subordinated Notes<br />
If Subordinated Notes in definitive form are issued pursuant to Subordinated Note Condition 13,<br />
Definitive Subordinated Notes in an aggregate principal amount equal to the relevant Principal Amount<br />
Outstanding (as defined in Subordinated Note Condition 5(b)) of the Global Subordinated Note<br />
("Definitive Subordinated Notes") will be issued in registered form in the denomination of £50,000<br />
and increments of £1,000 in excess thereof (an "Authorised Denomination").<br />
Title to Global Subordinated Notes and Definitive Subordinated Notes<br />
Title to the Global Subordinated Notes and the Definitive Subordinated Notes will pass by and upon<br />
registration in the Register. The registered holder of the Global Subordinated Note and each Definitive<br />
Subordinated Note may (to the fullest extent permitted by applicable laws) be deemed and treated at all<br />
times, by all persons and for all purposes (including the making of any payments), as the absolute<br />
owner of the Global Subordinated Note or Definitive Subordinated Note, as the case may be, regardless<br />
of any notice of ownership, theft or loss, of any trust or other interest therein or of any writing thereon<br />
other than, in the case of a Definitive Subordinated Note, a duly executed transfer of such Definitive<br />
Subordinated Note in the form endorsed thereon. Each Definitive Subordinated Note will be serially<br />
numbered.<br />
For so long as the Subordinated Notes are represented by the Global Subordinated Note, the Issuer and<br />
the Trustee may (but shall not be obliged to) (to the fullest extent permitted by applicable laws) deem<br />
and treat each person who is for the time being shown in the records of Euroclear or Clearstream,<br />
Luxembourg as the holder of the particular principal amount of Subordinated Notes (each, an<br />
"Accountholder") as the holder of such principal amount of Subordinated Notes (including for the<br />
purposes of any quorum requirements of, or the right to demand a poll at, meetings of the Subordinated<br />
Noteholders), other than for the purposes of payment of principal and interest on the Global<br />
Subordinated Note, the right to which shall be vested, as against the Issuer and the Trustee, solely in<br />
the registered holder of the Global Subordinated Note in accordance with and subject to the terms of the<br />
Trust Deed.<br />
Transfers of Subordinated Notes<br />
Transfers and exchanges of beneficial interests in the Global Subordinated Note will be effected subject<br />
to and in accordance with the rules and procedures of Euroclear and Clearstream, Luxembourg, as<br />
appropriate. All transfers of Definitive Subordinated Notes and entries on the Register in the case of<br />
any Definitive Subordinated Notes will be made subject to any restrictions on transfers set forth on such<br />
Definitive Subordinated Notes and the detailed regulations concerning transfers of such Definitive