Obligation AvivaLife 5.902% ( XS0206511486 ) en GBP

Société émettrice AvivaLife
Prix sur le marché 100 %  ▼ 
Pays  Royaume-uni
Code ISIN  XS0206511486 ( en GBP )
Coupon 5.902% par an ( paiement annuel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation Aviva PLC XS0206511486 en GBP 5.902%, échue


Montant Minimal 1 000 GBP
Montant de l'émission 500 000 000 GBP
Description détaillée Aviva Plc est une société mondiale de services financiers offrant une gamme de produits d'assurance, de gestion d'actifs et de services de retraite à des clients individuels et commerciaux au Royaume-Uni, en Europe et en Asie.

L'Obligation émise par AvivaLife ( Royaume-uni ) , en GBP, avec le code ISIN XS0206511486, paye un coupon de 5.902% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







OFFERING CIRCULAR
AVIVA plc
(incorporated in England with limited liability, registered number 2468686)
A700,000,000 4.7291 per cent. Fixed/Floating Rate Direct
Capital Instruments (DCI )
Issue Price: 100 per cent.
£500,000,000 5.9021 per cent. Fixed/Floating Rate Direct
Capital Instruments (DCI )
Issue Price: 100 per cent.
Interest on the N700,000,000 4.7291 per cent. Fixed/Floating Rate Direct Capital Instruments (the "Euro DCIs") and the £500,000,000 5.9021
per cent. Fixed/Floating Rate Direct Capital Instruments (the "Sterling DCIs" and, together with the Euro DCIs, the "DCIs") of Aviva plc (the
"Issuer" or "Aviva") will be payable from and including 25 November 2004 to but excluding 28 November 2014 at the rate of 4.7291 per cent.
per annum, in respect of the Euro DCIs, and will be payable from and including 25 November 2004 to but excluding 27 July 2020 at the rate of
5.9021 per cent. per annum, in respect of the Sterling DCIs, in each case in arrear on the first Coupon Payment Date (as defined in the Terms
and Conditions of the Euro DCIs and the Terms and Conditions of the Sterling DCIs, respectively) and thereafter annually in arrear. Following
28 November 2014, the Euro DCIs will bear interest at a rate reset quarterly of 1.77 per cent. per annum above the euro interbank offered rate
for three-month euro deposits payable quarterly in arrear on the Coupon Payment Dates (as defined in the Terms and Conditions of the Euro
DCIs) falling in February, May, August and November in each year, all as more particularly described in "Terms and Conditions of the Euro
DCIs -- 5. Coupon Payments". Following 27 July 2020, the Sterling DCIs will bear interest at a rate reset semi-annually of 1.88 per cent. per
annum above the sterling interbank offered rate for six-month sterling deposits payable semi-annually in arrear on the Coupon Payment Dates
(as defined in the Terms and Conditions of the Sterling DCIs) falling in January and July in each year, all as more particularly described in "Terms
and Conditions of the Sterling DCIs -- 5. Coupon Payments". Coupon Payments (as defined in the Terms and Conditions of the Euro DCIs and
Terms and Conditions of the Sterling DCIs, respectively) may be deferred as described in "Terms and Conditions of the Euro DCIs -- 4. Coupon
Deferral" and "Terms and Conditions of the Sterling DCIs -- 4. Coupon Deferral", respectively. Payments in respect of the DCIs will be made
without deduction for, or on account of, taxes of the United Kingdom, unless such deduction is required by law. In the event that any such
deduction is made, the DCIs will be subject to grossing up by the Issuer, subject to certain exceptions as are more fully described under "Terms
and Conditions of the Euro DCIs -- 10. Taxation" and "Terms and Conditions of the Sterling DCIs -- 10. Taxation", respectively.
Subject to giving prior written notice to, and receiving no objection from, the Financial Services Authority (the "FSA"), the DCIs will be
redeemable (at the option of the Issuer) in whole but not in part at their principal amount on 28 November 2014, in the case of the Euro DCIs,
and 27 July 2020, in the case of the Sterling DCIs, or, in each case, on any Coupon Payment Date thereafter. In addition, upon the occurrence
of a Par Tax Event, Other Tax Event or a Capital Disqualification Event (each as defined in the Terms and Conditions of the Euro DCIs and
Terms and Conditions of the Sterling DCIs, respectively), the DCIs may be (i) substituted for, or their terms varied so that they become,
Qualifying Tier 1 Securities (as defined in the Terms and Conditions of the Euro DCIs and the Terms and Conditions of the Sterling DCIs,
respectively) or so that they become, Qualifying Upper Tier 2 Securities (as defined in the Terms and Conditions of the Euro DCIs and the Terms
and Conditions of the Sterling DCIs, respectively), or (ii) redeemed, at the amounts specified and as otherwise more particularly described in
"Terms and Conditions of the Euro DCIs -- 7. Redemption, Substitution, Variation or Purchase" and "Terms and Conditions of the Sterling DCIs
-- 7. Redemption, Substitution, Variation or Purchase", respectively.
The DCIs will be unsecured securities of the Issuer and will be subordinated to the claims of Senior Creditors (as defined in the Terms and
Conditions of the Euro DCIs and the Terms and Conditions of the Sterling DCIs, respectively). Upon the occurrence of a Substitution Event
(as defined in the Terms and Conditions of the Euro DCIs and the Terms and Conditions of the Sterling DCIs, respectively) the DCIs may, at
the option of the Issuer be substituted by Substituted Preference Shares (as defined and more fully described in the "Terms and Conditions of
the Euro DCIs -- 7. Redemption, Substitution, Variation or Purchase" and the "Terms and Conditions of the Sterling DCIs -- 7. Redemption,
Substitution, Variation or Purchase", respectively).
For a description of certain matters that prospective investors should consider, see "Investment Considerations".
Application has been made to list the DCIs on the Luxembourg Stock Exchange.
Each Tranche of the DCIs will initially be represented by a temporary global DCI (each, a "Temporary Global DCI"), without interest coupons
or talons, which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. as operator of the Euroclear System
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on or about 25 November 2004 (the "Closing Date"). Each
Temporary Global DCI will be exchangeable for interests in a permanent global DCI (each, a "Permanent Global DCI"), without interest coupons
or talons, not earlier than 40 days after the Closing Date upon certification of non-U.S. beneficial ownership. Each Permanent Global DCI will
be exchangeable for definitive DCIs only in certain limited circumstances, as described under "Summary of Provisions Relating to the DCIs while
in Global Form".
Joint Bookrunners
ABN AMRO
BARCLAYS CAPITAL
GOLDMAN SACHS INTERNATIONAL
LEHMAN BROTHERS
(Structuring Adviser)
Co-Managers
CITIGROUP
HSBC
THE ROYAL BANK OF SCOTLAND
23 November 2004
"DCI" is registered as a service mark in the United States and in the European Union to Lehman Brothers Inc.


The Issuer accepts responsibility for all the information contained and incorporated by reference in this
Offering Circular. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care
to ensure that such is the case), the information contained and incorporated by reference in this Offering
Circular is in accordance with the facts and does not omit anything likely to affect the import of such
information.
In this Offering Circular, references to "Aviva" and the "Issuer" are to Aviva plc, and references to the
"Aviva Group" or the "Group" are to Aviva plc and its subsidiaries. Unless expressly indicated otherwise,
and apart from references to "DCIs" and "DCI Holders" in the terms and conditions of each Tranche of DCIs
and in "Summary of Provisions Relating to the DCIs while in Global Form" (where references to the "DCIs"
means the DCIs of the relevant Tranche and "DCI Holders" means holders of the DCIs of the relevant
Tranche), the Euro DCIs and the Sterling DCIs are together referred to herein as the "DCIs", and each a
"Tranche", and the Euro DCI Holders and the Sterling DCI Holders are together referred herein as the "DCI
Holders".
In connection with the issue and sale of the DCIs, no person is authorised to give any information or to make
any representation not contained in this document and if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer, the Managers (as defined in "Subscription
and Sale" below) or the Trustee.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should not
be considered as a recommendation by the Issuer or the Managers that any recipient of this Offering Circular
should purchase any of the DCIs. Each investor contemplating purchasing DCIs should make its own
independent investigation of the financial consideration and affairs, and its own appraisal of the
creditworthiness, of the Issuer. This Offering Circular may only be used for the purposes for which it has
been published.
No dealer, salesman or other person is authorised to give any information or to make any representations
other than those contained in this Offering Circular in connection with the offering or sale of the DCIs and,
if given or made, such information or representations must not be relied upon as having been authorised by
the Issuer or the Managers. Neither the delivery of this Offering Circular nor any sale made hereunder shall,
under any circumstances, create any implication or constitute a representation that there has been no change
in the affairs of the Issuer or the Group since the date hereof. This Offering Circular does not constitute an
offer of, or an invitation by or on behalf of the Issuer or the Managers to subscribe for or purchase, any of
the DCIs.
The distribution of this Offering Circular and the offering of the DCIs in certain jurisdictions may be
restricted by law. Neither the Issuer nor any Manager represents that this Offering Circular may be lawfully
distributed, or that the DCIs may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer or any of the Managers which would permit a public offering of the DCIs or distribution of this
Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, the DCIs may
not be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other
offering material may be distributed or published in any jurisdiction, except under circumstances that will
result in compliance with any applicable laws and regulations. Persons into whose possession this Offering
Circular comes are required by the Issuer and the Managers to inform themselves about, and to observe, any
applicable restrictions. For a description of certain further restrictions on the offering, sale and delivery of
the DCIs and on the distribution of this Offering Circular, see "Subscription and Sale" below.
The DCIs have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities
Act"), and the DCIs are subject to U.S. tax law requirements. Subject to certain exceptions, DCIs may not
be offered, sold or delivered within the United States of America (the "United States" or "U.S.") or to U.S.
persons.
In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to
"pounds sterling", "sterling" and "£" are to the currency of the United Kingdom of Great Britain and
2


Northern Ireland (the "United Kingdom" or "UK") and all references to "A" and "euro" are to the single
currency which was introduced at the start of the third stage of European Economic and Monetary Union,
pursuant to the Treaty establishing the European Communities (as amended by the Treaty on European
Union and the Treaty of Amsterdam).
IN CONNECTION WITH THESE ISSUES, LEHMAN BROTHERS INTERNATIONAL (EUROPE) OR
ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE EURO DCIs AND STERLING DCIs AT A LEVEL
HIGHER THAN THAT WHICH WOULD OTHERWISE PREVAIL FOR A LIMITED PERIOD.
HOWEVER, THERE IS NO OBLIGATION ON LEHMAN BROTHERS INTERNATIONAL (EUROPE)
OR ANY AGENT OF IT TO DO THIS. SUCH STABILISING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN END AFTER A LIMITED
PERIOD.
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TABLE OF CONTENTS
Page
INCORPORATION BY REFERENCE ........................................................................................
5
FORWARD-LOOKING STATEMENTS ....................................................................................
5
SUMMARY ..................................................................................................................................
6
INVESTMENT CONSIDERATIONS ..........................................................................................
14
TERMS AND CONDITIONS OF THE EURO DCIs..................................................................
16
TERMS AND CONDITIONS OF THE STERLING DCIs ........................................................
42
SUMMARY OF PROVISIONS RELATING TO THE DCIs WHILE IN GLOBAL FORM ....
68
USE OF PROCEEDS ..................................................................................................................
70
DESCRIPTION OF THE GROUP ..............................................................................................
71
SUMMARY FINANCIAL INFORMATION ..............................................................................
90
CAPITALISATION AND INDEBTEDNESS OF THE ISSUER ................................................
99
UNITED KINGDOM TAXATION ..............................................................................................
101
SUBSCRIPTION AND SALE......................................................................................................
103
GENERAL INFORMATION........................................................................................................
107
4


INCORPORATION BY REFERENCE
The audited consolidated accounts, the audited non-consolidated balance sheet (modified statutory basis)
and the supplementary summarised consolidated financial information (achieved profit basis) of the Issuer
which are contained in the Annual Report of the Issuer for the year ended 31 December 2003, the unaudited
interim consolidated accounts (achieved profit basis and modified statutory basis) of the Issuer for the six
months ended 30 June 2004 and the financial information for the nine months ended 30 September 2004
relating to the Issuer's worldwide long-term savings new business (as published on 29 October 2004) are
incorporated by reference in this Offering Circular. Copies of those documents are available free of charge
at the specified office of each of the Paying Agents as described in "General Information'' below.
FORWARD-LOOKING STATEMENTS
This Offering Circular contains, or incorporates by reference, certain "forward-looking statements" with
respect to certain of the Issuer's plans and its current goals and expectations relating to its future financial
condition, performance and results. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are beyond the Issuer's control
including, among other things, UK domestic and global economic and business conditions, market related
risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory
authorities, the impact of competition, inflation, deflation, the timing, impact and other uncertainties of
future acquisitions or combinations within relevant industries, as well as the impact of tax and other
legislation and other regulations in the jurisdictions in which the Issuer and its affiliates operate. As a result,
the Issuer's actual future financial condition, performance and results may differ materially from the plans,
goals and expectations set forth in the Issuer's forward-looking statements.
5


SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the DCIs and is qualified
by the more detailed information contained elsewhere in this Offering Circular. Defined terms used herein
have the meaning given to them in "Terms and Conditions of the Euro DCIs" and "Terms and Conditions
of the Sterling DCIs", as appropriate.
Issuer
Aviva plc.
Trustee
The Law Debenture Trust Corporation p.l.c.
Issue Size
A700,000,000 of Euro DCIs.
£500,000,000 of Sterling DCIs.
Maturity
The DCIs will be perpetual.
Coupons
The Euro DCIs will bear interest at a rate of 4.7291 per cent.
per annum payable annually in arrear from (and including)
25 November 2004 to (but excluding) 28 November 2014,
and thereafter at a rate, reset and payable quarterly in arrear,
of 1.77 per cent. per annum above the then prevailing offered
rate for three-month euro deposits.
The Sterling DCIs will bear interest at a rate of 5.9021 per
cent. per annum payable annually in arrear from (and
including) 25 November 2004 to (but excluding) 27 July
2020, and thereafter at a rate, reset and payable semi-
annually in arrear, of 1.88 per cent. per annum above the then
prevailing offered rate for six-month sterling deposits.
Coupon Payment Dates
Except as described below, Coupons in respect of the Euro
DCIs will be payable on 28 November in each year,
commencing on 28 November 2005, in respect of the period
from (and including) 25 November 2004 to (but excluding)
28 November 2005, and ending on 28 November 2014;
thereafter, Coupons in respect of the Euro DCIs will be
payable (subject to adjustment for days which are not
TARGET Business Days) on 28 February, 28 May, 28
August and 28 November in each year, commencing on 28
February 2015.
Except as described below, Coupons in respect of the
Sterling DCIs will be payable on 27 July in each year,
commencing on 27 July 2005, in respect of the period from
(and including) 25 November 2004 to (but excluding) 27
July 2005, and ending on 27 July 2020; thereafter, Coupons
in respect of the Sterling DCIs will be payable (subject to
adjustment for days which are not Business Days) on 27
January and 27 July in each year, commencing on 27 January
2021.
Ranking and Solvency
The rights and claims of the DCI Holders will be
Condition to Payment
subordinated to the claims of Senior Creditors, in that
payments in respect of the DCIs are conditional upon the
Issuer being solvent at the time of payment and in that no
payments shall be due except to the extent the Issuer could
make such payments and still be solvent immediately
thereafter.
6


Upon any winding-up of the Issuer, the holder of each DCI
will, for the purpose of calculating the amounts payable in
respect of each DCI, rank:
(i)
pari passu with the most senior class or classes of
preference shares with non-cumulative dividends in
the capital of the Issuer from time to time and which
have a preferential right to a return of assets in the
winding-up of the Issuer over the shares referred to in
(ii) below;
(ii)
senior to the holders of all other classes of issued
shares for the time being in the capital of the Issuer
other than Priority Preference Shares; and
(iii)
junior to the claims of Senior Creditors of the Issuer
and junior to any notional class of preference shares in
the capital of the Issuer by reference to which the
amount payable in respect of any Upper Tier 2
Securities in a winding-up of the Issuer is determined.
The sole remedy against the Issuer available to the Trustee or
any DCI Holder for recovery of amounts owing in respect of
any sum due in respect of the Issuer will be the institution of
proceedings for the winding-up of the Issuer and/or proving
in such winding-up. The DCI Holder's claim in any winding-
up of the Issuer shall be for the principal amount of the
relevant DCIs together with sums in respect of any accrued
but unpaid Coupons and any Deferred Coupons.
Interest Deferral
On any Coupon Payment Date, the Issuer shall have the
option to defer Coupon Payments on the DCIs.
Deferred Coupons, if any, shall be satisfied only on the date
upon which the DCIs are (i) redeemed (see "­ Optional
Redemption", "­ Par Tax Event/Other Tax Event" and
"­ Capital Disqualification Event", below); (ii) substituted
by Substituted Preference Shares (see "­ Substitution
Event", below); or (iii) substituted by, or varied so that they
become, alternative Qualifying Tier 1 Securities or
Qualifying Upper Tier 2 Securities following a Par Tax
Event, Other Tax Event or Capital Disqualification Event
(see "­ Par Tax Event/Other Tax Event" and "­ Capital
Disqualification Event", below). Except as provided in
Condition 8(d), Deferred Coupons may only be satisfied by
means of the Alternative Coupon Satisfaction Mechanism
(see "­ Alternative Coupon Satisfaction Mechanism",
below). Except in the limited circumstances provided in
Condition 6(e), no interest will accrue on any Deferred
Coupons.
Limitation on Dividend and Capital
The Issuer will undertake that, in the event that any Coupon
Payments
Payment is deferred, it will not:
(i)
declare or pay any distribution or dividend or make
any other payment on, and will procure that no
7


distribution or dividend or other payment is made on,
any Junior Share Capital; or
(ii)
redeem, purchase, cancel, reduce or otherwise acquire
any Junior Share Capital or any Parity Securities,
in each case unless or until the Coupon Payments due and
payable on any subsequent Coupon Payment Date (or, if this
provision applies after the First Reset Date, any four (in the
case of the Euro DCIs) or two (in the case of the Sterling
DCIs) subsequent consecutive Coupon Payment Dates) on
all outstanding DCIs have been paid in full (or an amount
equal to the same has been duly set aside or provided for in
full for the benefit of the DCI Holders and in a manner
satisfactory to the Trustee).
Alternative Coupon Satisfaction
If the Issuer defers a Coupon Payment, it must (except as
Mechanism ("ACSM")
provided in Condition 8(d)) satisfy its obligation to pay the
relevant Deferred Coupon by operation of the ACSM. The
Issuer shall issue Ordinary Shares ("Payment Ordinary
Shares") to the Trustee or its agent. Such issue shall satisfy
in full the Issuer's obligation to pay the relevant Deferred
Coupon. The Trustee or its agent shall procure the sale of
such Payment Ordinary Shares and the proceeds thereof (in
the case of the Euro DCIs, converted into euros at then
prevailing market rates) will provide a cash amount which
the Paying Agent, on behalf of the Trustee, will pay in
respect of the relevant Deferred Coupon.
The number of Payment Ordinary Shares required to be
issued will be such number of Ordinary Shares as, in the
determination of the Calculation Agent, have a market value
as near as practicable to, but not less than, the relevant
Deferred Coupons. The Trustee will use reasonable
endeavours to effect the transfer or instruct its agent to effect
the transfer of such Payment Ordinary Shares to or to the
order of the Calculation Agent and the Calculation Agent will
use reasonable endeavours to procure purchasers for such
Payment Ordinary Shares. If the proceeds of the sale of the
Payment Ordinary Shares (in the case of the Euro DCIs, after
conversion into euros as described above) will not in the
opinion of the Calculation Agent result in a sum at least equal
to the relevant Deferred Coupons being available to make the
necessary payment in full, the Issuer, the Trustee and the
Calculation Agent will take such steps as are reasonably
necessary to ensure, so far as practicable, that through
issuing additional Payment Ordinary Shares and following,
mutatis mutandis, the procedures described above, a sum as
near as practicable to, and at least equal to, the relevant
Deferred Coupons will be available to make the relevant
Deferred Coupon Payment in full on the relevant due date.
In addition, any Accrued Coupon Payment which is to be
satisfied on substitution of the DCIs for Substituted
Preference Shares in accordance with Condition 7(e)(ii)
and/or which accrues pursuant to Condition 6(e) must be
8


satisfied by operation, mutatis mutandis, of the ACSM as
described herein.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event
exists on or after the 15th Business Day preceding any date
upon which the Issuer is due to satisfy a payment using the
ACSM, such payment to DCI Holders may be deferred until
the Market Disruption Event no longer exists. Any such
deferred payments shall bear interest at the rate applicable to
the DCIs if the Market Disruption Event continues for 14
days or more and such interest shall itself be satisfied by
operation of the ACSM.
Insufficiency
The Issuer shall not be entitled to exercise its option to
redeem, substitute or vary any of the DCIs as described
herein unless it has available for, and the Directors have the
corresponding authority to, issue a sufficient number of
Ordinary Shares to be able to satisfy its obligation to pay the
relevant Deferred Coupon and any other ACSM Payment by
operation of the ACSM. In connection therewith, the Issuer
will undertake to use all reasonable endeavours to obtain and
maintain all corporate authorisations required for the issue
and allotment of such number of Ordinary Shares as it
reasonably considers would be required to be issued in order
to enable the Issuer to make a payment satisfying the
aggregate amount of Deferred Coupon Payments (if any)
and, prior to the First Reset Date, the aggregate of Coupon
Payments due on the next Coupon Payment Date and, after
the First Reset Date, on the next four (in the case of the Euro
DCIs) or two (in the case of the Sterling DCIs) Coupon
Payments.
Suspension
If, following any take-over offer or any reorganisation,
restructuring or scheme of arrangement, the company which,
immediately prior to such event was the Ultimate Owner of
the Aviva group of companies, ceases to be the Ultimate
Owner, then, unless a Permitted Restructuring Arrangement
shall be put in place, such amendments to the documentation
relating to the DCIs as determined by an independent
investment bank (selected by the Issuer and approved by the
Trustee) to be appropriate in order to (a) preserve
substantially the economic effect, for the DCI Holders, of a
holding of the DCIs prior to the Suspension and (b) replicate
the ACSM in the context of the capital structure of the new
Ultimate Owner, will be made by the Issuer and the Trustee,
and pending such amendments, the Issuer will be unable to
satisfy payments using the ACSM. If the investment bank is
unable to determine appropriate amendments, as notified to
the Issuer and the Trustee, then the DCIs shall either (in each
case subject to the Issuer receiving no objection from the
FSA):
(i)
be substituted for, or varied so that they become,
Qualifying Tier 1 Securities or Qualifying Upper Tier
2 Securities; or
9


(ii)
be redeemed at their Make Whole Redemption Price if
the redemption occurs prior to 28 November 2014, in
the case of the Euro DCIs, and 27 July 2020, in the
case of the Sterling DCIs, and at their principal
amount if the redemption occurs on or after such
dates, in each case together with all Outstanding
Payments.
In connection with (i) above, the Qualifying Tier 1 Securities
or Qualifying Upper Tier 2 Securities will preserve the rights
to all accrued but unpaid Coupons on the DCIs and all
Deferred Coupon Payments (if any) on the DCIs will be
satisfied in the manner described in Condition 8(d). In
connection with (ii) above, such redemption will, unless
otherwise agreed by the Issuer and the Trustee, be effected by
the issue of Ordinary Shares to the new Ultimate Owner in
consideration for which the new Ultimate Owner shall issue
its ordinary shares (or capital of an equivalent class) so as to
enable it to pay such redemption amount in accordance,
mutatis mutandis, with the ACSM.
Optional Redemption
Subject to giving prior written notice to, and receiving no
objection from, the FSA, the DCIs will be redeemable on 28
November 2014, in the case of the Euro DCIs, or 27 July
2020, in the case of the Sterling DCIs or on any Coupon
Payment Date thereafter in whole, but not in part, at the
option of the Issuer at a price equal to their principal amount
together with (i) all accrued but unpaid interest and (ii) (by
operation of the ACSM) all Deferred Coupons (if any).
Par Tax Event/Other Tax Event
Upon the occurrence of a Par Tax Event or Other Tax Event,
the Issuer may subject to giving prior written notice to, and
receiving no objection from, the FSA:
(1)
redeem at any time on or prior to the First Reset Date
and thereafter only on a Coupon Payment Date, all,
but not some only, of the DCIs (I) (in the case of a Par
Tax Event) at their principal amount, (II) (in the case
of an Other Tax Event occurring prior to the First
Reset Date) at their Make Whole Redemption Price
and (III) (in the case of an Other Tax Event occurring
on or after the First Reset Date) at their principal
amount, together, in each case, with any Outstanding
Payments (all such amounts so payable being payable
in cash, save for any Deferred Coupon Payments
which will be satisfied by operation of the ACSM); or
(2)
substitute at any time all (and not some only) of the
DCIs for, or vary the terms of the DCIs so that they
become, Qualifying Tier 1 Securities or Qualifying
Upper Tier 2 Securities. In connection therewith, the
new Qualifying Tier 1 Securities or Qualifying Upper
Tier 2 Securities will preserve the rights to all accrued
but unpaid Coupons on the DCIs and all Deferred
Coupon Payments (if any) on the DCIs will be
satisfied by the operation of the ACSM.
10