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

More documents

Recommendations

Info

Certain details of the principal subsidiary undertakings of Bank of Scotland are set out below: Country of Total % held by Incorporation or Registered Bank of Company Name Activity Registration Office Scotland HBOS Treasury Services plc Banking England and Wales 33 Old Broad 100% Street London EC2N 1HZ Capital Bank plc Personal finance England and Wales Queens Park 100% and banking Road services Handbridge Chester CH88 3AN Bank of Western Australia Retail and Australia Bankwest Tower 56.8%* Limited commercial 108 St Georges banking Terrace, Perth Australia WA 6000 *as at 31 December 2002 24
DESCRIPTION OF THE PREFERRED SECURITIES The Preferred Securities are limited partnership interests in the Issuer. The following summary should be read in conjunction with, and is subject to the terms of, the Limited Partnership Agreement, a copy of which is available for inspection as described under ‘‘General Information’’. 1 Definitions and Interpretation In this description of the Preferred Securities, except to the extent that the context otherwise requires: ‘‘30/360 Basis’’ means that the day-count fraction used will be the number of days in the period from (and including) the most recent Distribution Payment Date (or, if none, the Closing Date) to (but excluding) the next (or first) Distribution Payment Date or, if earlier, the relevant payment date divided by 360 (the number of days being calculated on the basis of a year of 360 days with 12 30-day months); ‘‘Additional Amounts’’ means the additional amounts which may be payable in respect of the Preferred Securities as described in paragraph 6; ‘‘Adjusted Distributable Reserves’’ means, at any time, the lawful distributable reserves of HBOS at such time less the cumulative amount since the Closing Date of all redemptions of and payments on (a) any preference shares or other obligations of HBOS that are accounted for under the then generally accepted accounting practice in the U.K. as shareholders’ funds in HBOS’s accounts and (b) all securities or other obligations of an undertaking which are accounted for under the then generally accepted accounting practice in the U.K. as minority interest capital of, and with recourse (whether by way of guarantee, support agreement or otherwise) to, HBOS that are similar in material respects to the Preferred Securities and the Guarantee, taken together, whether or not Parity Securities, except in each case for such amounts as have been either charged to the lawful distributable reserves of HBOS or funded at that time by an issue of Replacement Capital as described in item (ii)(b) of the definition of ‘‘Redemption Conditions’’; ‘‘Agency Agreement’’ means the agency agreement dated 21 March 2003 relating to the Preferred Securities between, inter alios, HBOS and the Paying and Transfer Agents; ‘‘Business Day’’ means a day other than a Saturday or Sunday 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 the financial centre(s) specified; ‘‘Capital Disqualification Event’’ means a change in any applicable law or regulation, or in the official interpretation or application thereof, as a result of which for the purposes of the FSA’s capital adequacy requirements applicable to banks in the U.K., at that time the Preferred Securities do not constitute Tier 1 Securities; ‘‘Capital Disqualification Event Redemption Date’’ means the date designated for optional redemption of the Preferred Securities as described under paragraph 4.4; ‘‘Clearstream, Luxembourg’’ means Clearstream Banking, société anonyme or its successor; ‘‘Closing Date’’ means 21 March 2003; ‘‘Distributions’’ means the non-cumulative distributions in respect of the Preferred Securities as described under paragraph 2; ‘‘Distribution Determination Date’’ means, with respect to any Distribution Payment Date, the day ten Business Days in London prior to such Distribution Payment Date; ‘‘Distribution Payment Date’’ means 23 March, 23 June, 23 September and 23 December in each year, commencing on 23 June 2003; ‘‘Distribution Period’’ means the period from (and including) the Closing Date to (but excluding) the first Distribution Payment Date and each period thereafter from (and including) one Distribution Payment Date to (but excluding) the next following Distribution Payment Date; ‘‘Distribution Rate’’ means 6.85 per cent. per annum; ‘‘Euroclear’’ means Euroclear Bank S.A./N.V. as operator of the Euroclear system or its successor; ‘‘Existing Preference Shares’’ means the 300,000,000 9 1 /4 per cent. and 100,000,000 9 3 /4 per cent. Non-cumulative Irredeemable Preference Shares of £1 each in the capital of HBOS in issue at the date 25
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 and 16: HBOS CAPITAL FUNDING NO. 1 L.P. Int
Page 17 and 18: USE OF PROCEEDS The net proceeds of
Page 19 and 20: Notes: (1) The Minority and Other I
Page 21 and 22: DESCRIPTION OF THE BUSINESS OF HBOS
Page 23: Certain details of HBOS’s princip
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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?