Views
3 years ago

HBOS Capital Funding No. 1 L.P. HBOS plc - Lloyds Banking Group

HBOS Capital Funding No. 1 L.P. HBOS plc - Lloyds Banking Group

HBOS Capital Funding No. 1 L.P. HBOS plc - Lloyds Banking

OFFERING CIRCULAR HBOS Capital Funding No. 1 L.P. U.S.$1,000,000,000 6.85 per cent. Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities having the benefit of a subordinated guarantee of HBOS plc (incorporated in Scotland under the Companies Act 1985 with registered number SC 218813) Issue price: U.S.$1,000 per Preferred Security The U.S.$1,000,000,000 6.85 per cent. Guaranteed Non-voting Non-cumulative Perpetual Preferred Securities (the ‘‘Preferred Securities’’) each with a liquidation preference of U.S.$1,000 (the ‘‘Liquidation Preference’’), comprising limited partnership interests in HBOS Capital Funding No. 1 L.P. (the ‘‘Issuer’’), are proposed to be issued on 21 March 2003 (the ‘‘Closing Date’’). The Preferred Securities will entitle holders to receive (subject as described herein under ‘‘Description of the Preferred Securities’’ and see in particular ‘‘Limitations on payment in respect of Distributions’’ under ‘‘Summary of the Offering’’ herein) non-cumulative preferential cash distributions payable quarterly in arrear on 23 March, 23 June, 23 September and 23 December in each year (each, a ‘‘Distribution Payment Date’’), except that the first such distribution shall be payable on 23 June 2003 in respect of the period from (and including) the Closing Date to (but excluding) 23 June 2003, at the rate of 6.85 per cent. per annum. The Issuer, as a Jersey limited partnership, will not be a legal entity separate from its partners. All obligations of the Issuer to make payments in respect of the Preferred Securities will be guaranteed on a limited and subordinated basis by HBOS plc (‘‘HBOS’’) pursuant to a subordinated guarantee dated 21 March 2003 (the ‘‘Guarantee’’), all as more fully described herein under ‘‘Subordinated Guarantee’’. The Preferred Securities will be perpetual securities and not subject to any mandatory redemption provisions. The Preferred Securities will be redeemable however on 23 March 2009 or on any Distribution Payment Date thereafter in whole, but not in part, subject to satisfaction of the Redemption Conditions (as defined herein), at the option of HBOS Capital Funding (Jersey) Limited as general partner of the Issuer (the ‘‘General Partner’’), at the Liquidation Preference, plus any Additional Amounts (as defined herein), plus any accrued and unpaid distributions for the then current Distribution Period (as defined herein) to but excluding the redemption date. The Preferred Securities will also be redeemable at the option of the General Partner, subject to satisfaction of the Redemption Conditions, in whole but not in part, at any time following the occurrence of a Tax Event or a Capital Disqualification Event (each as defined herein), as more fully described herein under ‘‘Description of the Preferred Securities’’ at the Liquidation Preference, plus any Additional Amounts plus any accrued and unpaid distributions for the then current Distribution Period to but excluding the redemption date. Under existing requirements of the Financial Services Authority (the ‘‘FSA’’), neither the Issuer nor HBOS may redeem or purchase any Preferred Securities unless the FSA has given its prior written consent. In the event of the dissolution of the Issuer, holders of Preferred Securities will be entitled to receive a liquidation preference in an amount equal to the distributions that those holders would have received in a dissolution of HBOS at that time, if they had held, instead of the Preferred Securities, non-cumulative preference shares issued directly by HBOS, having the same liquidation preference and stated distribution rate as the Preferred Securities, subject as described herein under ‘‘Description of the Preferred Securities’’. Upon the occurrence of a Capital Disqualification Event or a Substitution Event (as defined herein), the Preferred Securities may be substituted by Substituted Preference Shares (as defined herein) issued by HBOS, all as more fully described herein under ‘‘Description of the Preferred Securities’’ and ‘‘Investment Considerations’’. The Preferred Securities are expected to be assigned on issue a rating of ‘‘A’’ by Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc. (‘‘Standard & Poor’s’’), ‘‘A1’’ by Moody’s Investors Services, Inc. (‘‘Moody’s’’) and ‘‘AA-’’ by Fitch Ratings Ltd. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation. See ‘‘Investment Considerations’’ for a discussion of certain factors that should be considered by prospective investors. Application has been made to list the Preferred Securities on the Luxembourg Stock Exchange. The Preferred Securities will be represented on issue by a single global certificate in registered form (the ‘‘Global Certificate’’). The Global Certificate will be registered in the name of Citivic Nominees Limited as nominee for, and will be deposited with, a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear system (‘‘Euroclear’’) and Clearstream Banking, société anonyme (‘‘Clearstream, Luxembourg’’) on or around the Closing Date. JPMorgan Joint Bookrunner BNP PARIBAS Schroder Salomon Smith Barney Dated: 19 March 2003 Lehman Brothers Joint Bookrunner Credit Suisse First Boston UBS Warburg

Audited Annual Report 2010 Nordea 1, SICAV - Nordea Bank Lietuva
Prospectus 1 - Lloyds Banking Group
Results of Placing & Open Offer - Lloyds Banking Group
DEPFA Funding III LP DEPFA BANK plc - Hypo Real Estate Holding ...
DEPFA Funding IV LP DEPFA BANK plc - Hypo Real Estate Holding ...
THE ROYAL BANK OF SCOTLAND GROUP plc - Preferred Stock ...
National Australia Bank Ltd. - Capital and Funding - NAB
Robeco Capital Growth Funds - Delta Lloyd
Anglo Irish Capital UK LP Anglo Irish Bank Corporation ... - Banco Best
BARCLAYS BANK PLC Barclays Capital
lloyds tsb completes lsvt deal for ne lincs - Lloyds Banking Group
Intermediate Capital Group plc
LLOYDS TSB LAUNCHES 2012 MORTGAGE - Lloyds Banking Group
consumer inflation expectations ease - Lloyds Banking Group
1 CONCEPT FUND SOLUTIONS PLC - ETFs - Deutsche Bank
federated international funds plc - Societe Generale Private Banking ...
Oxford Catalysts Group PLC Funding, December 2012
Gracechurch Card Funding (No. 10) PLC Barclays Bank PLC ... - SFM
THE ROYAL BANK OF SCOTLAND GROUP PLC - RBS
federated international funds plc - Societe Generale Private Banking ...
barclays bank plc barclays capital (cayman) limited - PKO BP SA BDM
Fixed Rate Capital Securities Isar Capital Funding I Limited - CMVM
Capital market bank funding - DWS Investments
Henderson Liquid Assets Fund plc - Henderson Global Investors
FORM 20-F The Royal Bank of Scotland Group plc Scotland 42 St ...
1 The Euro Fund, a sub-fund of Fidelity Institutional Liquidity Fund ...