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

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outstanding any such loan capital, incur any such borrowings, have any such contingent liabilities or grant any such guarantees other than in connection with the issue of the Preferred Securities. The General Partner will undertake not to incur any indebtedness in the name of the Issuer other than the costs and expenses incidental to creating the Preferred Securities and the Issuer, performing its obligations in respect of the Limited Partnership Agreement, maintaining the listing of the Preferred Securities, the Register, the Registrar, the Paying and Transfer Agents and a listing agent in respect of the Preferred Securities, the Issuer’s holding of the Notes or any securities substituted therefor and the maintenance of a custodian therefor, the exercise of the Issuer’s rights in respect of the Notes or any securities substituted therefor and the administration of the Issuer. 16
USE OF PROCEEDS The net proceeds of the offering of the Preferred Securities, which are expected to amount to approximately U.S.$980,000,000, will be used by the General Partner, on behalf of the Issuer, to subscribe for the Notes and will augment HBOS’s regulatory capital base. The Managers will receive fees and commissions as set out under ‘‘Subscription and Sale’’ below. The net proceeds of the issue of the Notes will be used by HBOS to augment its regulatory capital base. 17
Page 1 and 2: OFFERING CIRCULAR HBOS Capital Fund
Page 3 and 4: IN CONNECTION WITH THIS ISSUE, LEHM
Page 5 and 6: DOCUMENTS INCORPORATED BY REFERENCE
Page 7 and 8: (i) Distributions, (ii) Liquidation
Page 9 and 10: available from an issue of Replacem
Page 11 and 12: Substitution Event and Substitution
Page 13 and 14: INVESTMENT CONSIDERATIONS Prospecti
Page 15: HBOS CAPITAL FUNDING NO. 1 L.P. Int
Page 19 and 20: Notes: (1) The Minority and Other I
Page 21 and 22: DESCRIPTION OF THE BUSINESS OF HBOS
Page 23 and 24: Certain details of HBOS’s princip
Page 25 and 26: DESCRIPTION OF THE PREFERRED SECURI
Page 27 and 28: anking pari passu with HBOS’s obl
Page 29 and 30: 2.3 Distributions on the Preferred
Page 31 and 32: 4 Redemption and Purchase 4.1 The P
Page 33 and 34: 6 Additional Amounts All payments i
Page 35 and 36: to any variation or abrogation of t
Page 37 and 38: and the Preferred Securities. Howev
Page 39 and 40: SUBORDINATED GUARANTEE The followin
Page 41 and 42: 2.7 The obligations, covenants, agr
Page 43 and 44: 3.5 HBOS undertakes to take all rea
Page 45 and 46: TAXATION General Prospective invest
Page 47 and 48: gains/losses’’ in either case i
Page 49 and 50: subscription or purchase, nor will
Page 51 and 52: (f) (g) the Agency Agreement; and t
Page 53 and 54: SUMMARY FINANCIAL INFORMATION The f
Page 55 and 56: REGISTERED OFFICE OF THE ISSUER 22

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

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