Obligation Bank of Scotland 4.875% ( XS0193640629 ) en EUR

Bank of Scotland

100 % ▼

Royaume-uni

XS0193640629 ( en EUR )

4.875% par an ( paiement annuel )

04/06/2019 - Obligation échue

Prospectus brochure de l'obligation Bank of Scotland XS0193640629 en EUR 4.875%, échue

50 000 EUR

1 250 000 000 EUR

50280E9A5

Bank of Scotland est une banque commerciale majeure au Royaume-Uni, filiale de Lloyds Banking Group, offrant une gamme complète de services bancaires aux particuliers et aux entreprises, y compris des comptes courants, des prêts, des services d'investissement et de gestion de patrimoine.

L'Obligation émise par Bank of Scotland ( Royaume-uni ) , en EUR, avec le code ISIN XS0193640629, paye un coupon de 4.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/06/2019

LUXEMBOURG SUPPLEMENT
(To the Offering Circular dated 18th July, 2003)
HBOS Treasury Services plc
(incorporated with limited liability in England and Wales)
14 billion
Covered Bond Programme
unconditionally guaranteed by
HBOS plc
(incorporated with limited liability in Scotland)
and
The Governor and Company of the Bank of Scotland
(established by an Act of the Parliament of Scotland in 1695)
and
unconditionally and irrevocably guaranteed as to payments of interest and principal by
HBOS Covered Bonds LLP
(a limited liability partnership incorporated in England and Wales)
This Luxembourg Supplement (the Supplement) is prepared in connection with the Programme
established by the Issuer and is supplemental to the Offering Circular dated 18th July, 2003 which
comprises the listing particulars.
Application has been made to the Luxembourg Stock Exchange for the Covered Bonds issued under the
Programme during a period of 12 months from 13th October, 2003 to be listed on the Luxembourg Stock
Exchange.
Particular attention is drawn to the section in the Offering Circular dated 18th July, 2003 entitled
Investment Considerations.
Arrangers for the Programme
Goldman Sachs International
Citigroup
Dealers
Goldman Sachs International
Citigroup Dresdner Kleinwort Wasserstein
13th October, 2003

This Supplement should be read in conjunction with, and is supplemental to, the Offering Circular, dated
18th July 2003. Terms defined in the Offering Circular have the same meaning as in this Supplement, and
references in the Offering Circular to "this Offering Circular" shall mean the Offering Circular as
supplemented by this Supplement.
The Issuer and the Guarantors accept responsibility for the information contained in this Supplement and
the Offering Circular, and other than as disclosed or contemplated herein or in the documents
incorporated by reference, there have been no significant new factors capable of affecting assessment of
the Covered Bonds which have arisen between the date of the Offering Circular and the date of this
Supplement. To the best of the knowledge and belief of the Issuer and the Guarantors, having taken all
reasonable care to ensure that such is the case, the information contained in this Supplement is in
accordance with the facts and does not omit anything likely to affect the import of such information.
This Supplement does not constitute an offer of, or an invitation to subscribe for or purchase, any
Covered Bonds. The distribution of this Supplement and the offering or sale of the Covered Bonds in
certain jurisdictions may be restricted by law. Persons into whose possession this Supplement comes are
required by the Issuer and the Managers to inform themselves and to observe any such restrictions.
Notice of the aggregate nominal amount of Covered Bonds, interest (if any) payable in respect of Covered
Bonds, the issue price of Covered Bonds and any other terms and conditions not contained herein which
are applicable to each Tranche of Covered Bond will be set out in a Pricing Supplement which, with
respect to Covered Bonds to be listed on the Luxembourg Stock Exchange, will be delivered to the
Luxembourg Stock Exchange on or before the date of issue of the Covered Bonds of such Tranche.
2

DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be deemed to
be incorporated in, and to form part of, this Offering Circular (provided, however, that such incorporated
documents do not form a part of the Listing Particulars):
(a)
the most recently published audited consolidated and non-consolidated annual financial
statements and, if published later, the most recently published interim consolidated and non-
consolidated financial statements (if any) of each of the Issuer and the Group Guarantors, see
General Information -- Auditors in this Offering Circular for a description of the financial
statements currently published by each of the Issuer and the Group Guarantors;
(b)
the most recently published audited non-consolidated annual financial statements and, if
published later, the most recently published non-consolidated interim financial statements (if any)
of the LLP; and
(c)
all supplements or amendments to this Offering Circular circulated by the Issuer and/or the
Guarantors, or any of them, from time to time,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular
(but not the Listing Particulars) to the extent that a statement contained in any such subsequent document
which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement
(whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this Offering Circular.
The Issuer, the Group Guarantors and the LLP will provide, without charge, a copy of any or all of the
documents deemed to be incorporated herein by reference, unless such documents have been modified or
superseded as specified above. Such documents will be available upon request from the principal office of
J.P. Morgan Bank Luxembourg S.A. in Luxembourg.
3

USE OF PROCEEDS
The Sterling Equivalent of the net proceeds from each issue of Covered Bonds together with other funds
of the Issuer in an aggregate amount equal to the Sterling Equivalent of the gross proceeds from each such
issue will be used by the Issuer to make available Term Advances to the LLP pursuant to the terms of the
Intercompany Loan Agreement, which in turn will be used by the LLP either:
(i)
to acquire Loans and their Related Security or to invest the same in Substitution Assets up to the
prescribed limited; and/or
(ii)
if an existing Series, or part of an existing Series, of Covered Bonds is being refinanced by such
issue of Covered Bonds, to repay the Term Advance(s) corresponding to the Covered Bonds
being so refinanced; and/or
(iii)
to deposit all or part of the proceeds into the GIC Account.
4

THE ISSUER
Recent Developments
On 3rd October, 2003 Gordon McQueen, Chairman and Chief Executive of the Issuer, announced his
intention to retire at the end of the year. He will be succeeded as Chief Executive by Lindsay Mackay,
currently Head of Treasury of the Issuer.
5

CAPITALISATION AND INDEBTEDNESS
The LLP
The following table shows the unaudited capitalisation and indebtedness of the LLP at 31st August, 2003.
Since 31st August, 2003 there have been no material changes in the LLP's capitalisation, indebtedness,
contingent liabilities or guarantees as set forth in the table below. The table below replaces in its entirety
the capitalisation and indebtedness table for the LLP set forth in the Offering Circular.
As at 31st
August, 2003
£
Capital Contributions
4,878,815,638.53
Term Advances
2,132,400,000.00
Total Capitalisation and Indebtedness
7,011,215,638.53
The Issuer
The following table and notes thereto show the unaudited capitalisation and indebtedness of the Issuer at
30th June, 2003. The table below replaces in its entirety the capitalisation and indebtedness table for the
Issuer set forth in the Offering Circular.
As at 30th
June, 2003
(£ millions)
Authorized capital (ordinary shares of 25p each)
1000
Issued capital (ordinary shares of 25p each, fully paid)(1)
660
Profit and loss account
186
846
Subordinated loan capital(2)
Undated
357
Dated
397
Total Capital Resources
1,600
Other Borrowings(3)
Deposits by banks
60,899
Customer accounts
16,396
Debt securities in issue
76,629
Total indebtedness
153,924
Total capitalisation and indebtedness(4)
155,254
6

(1)
The Issuer's total capital resources are owned by Bank of Scotland and Bank of Scotland has
unconditionally and irrevocably guaranteed due payment of all lawfully incurred present and
future indebtedness and other obligations of the Issuer.
(2)
The Subordinated Undated and Dated Loan Capital was comprised as follows:
As at 30th
June, 2003
(£ millions)
Undated Subordinated Loan Capital
357
Dated Subordinated Loan Capital
Dated Subordinated Loan Capital 2006
25
Dated Subordinated Loan Capital 2009
42
Dated Subordinated Loan Capital 2011
30
Dated Subordinated Loan Capital 2012
300
397
The dated and undated subordinated loan capital, all of which is Sterling denominated, bears
interest at a LIBOR related rate. The subordinated loan capital is held by Bank of Scotland. The
undated subordinated loan capital has no final date of maturity.
The dated and undated subordinated loan capital is not secured and is not guaranteed. No account
has been taken of intra-HBOS Group guarantees.
(3)
As indicated in the table above, as at 30th June, 2003, the Issuer had other borrowings of £153,924
million (including deposits by banks of £60,899 million, customer accounts of £16,396 million
and debt securities in issue of £76,629 million). Save for £10,830 million of the Issuer's debt
securities in issue which are unguaranteed but secured on certain other assets of the Issuer, none
of the other borrowings listed in this paragraph are secured or guaranteed. As at 30th June, 2003,
the Issuer had no contingent liabilities (including guarantees). No account has been taken of
intra-HBOS Group guarantees.
The Issuer has unconditionally guaranteed due payment of all Bank of Scotland's lawfully
incurred present and future indebtedness and other obligations. Payments under the guarantee by
the Issuer in respect of Bank of Scotland's subordinated obligations are subordinated until after
the lawful claims of all the Issuer's ordinary or unsubordinated creditors have been satisfied in
full.
(4)
Since 30th June, 2003 there have been no material changes in the Issuer's capitalisation,
indebtedness, contingent liabilities or guarantees.
7

The HBOS Group
The following table and notes thereto show the unaudited capitalisation and indebtedness of the HBOS
Group at 30th June, 2003. The table below replaces in its entirety the capitalisation and indebtedness table
for the HBOS Group set forth in the Offering Circular.
As at 30th
June, 2003
(£ millions)
Authorised capital
91/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each)
375
93/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each)
125
6.125% Non-Cumulative Redeemable Preference Shares (of £1 each)
200
Sterling Preference Shares (of £1 each)
2,000
8.117% Non-Cumulative Perpetual Preference Shares Class A (of £10 each)
3
7.754% Non-Cumulative Perpetual Preference Shares Class B (of £10 each)
1
Ordinary Shares (of 25p) each
1,185
3,889
As at 30th
June, 2003
( millions)
Euro Preference Shares
1,500
1,500
As at 30th
June, 2003
(US$ millions)
US$ Preference Shares
2,500
2,500
8

Issued capital
91/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each, fully paid)
300
93/4 % Non-Cumulative Irredeemable Preference Shares (of £1 each, fully paid)
100
Ordinary Shares (of 25p each, fully paid)
959
Reserves
13,495
Shareholders' Funds (including non-equity interests)
14,854
Minority Interests Equity
461
Minority and Other Interests - Non Equity(1)
2,350
2,811
Subordinated loan capital(2)
Undated(3)
4,048
Dated(4)
7,427
Total Capital Resources
29,140
Other borrowings(5)
Deposits by banks
41,712
Customer accounts
161,333
Debt securities in issue
91,817
Total Indebtedness
294,862
Total Capitalisation and Indebtedness(6)
324,002
(1)
Minority and Other Interests - Non Equity were comprised as follows:
As at 30th
June, 2003
(£ millions)
US$1 billion Preferred Securities*
641
£600 million Preferred Securities*
600
£250 million Preferred Securities**
250
£150 million Preferred Securities**
150
£245 million Preferred Securities*
245
415 million Preferred Securities*
289
£198 million non-cumulative preference shares
198
Unamortised Premiums, Discounts and Issue Costs
(23)
2,350
* HBOS plc provides a subordinated guarantee in respect of each of the issue of US$1 billion 6.85% Guaranteed Non-voting Non-
cumulative Perpetual Preferred Securities issued by HBOS Capital Funding No. 1 L.P., the issue of £600,000,000 6.461% Guaranteed Non-
voting Non-cumulative Perpetual Preferred Securities issued by HBOS Capital Funding L.P., the issue of £245,000,000 7.881% Guaranteed
Non-voting, Non-cumulative, Preferred Securities issued by HBOS Sterling Finance (Jersey) L.P., and the issue of 415,000,000 Fixed to
Floating Guaranteed Non-voting, Non-cumulative, Preferred Securities issued by HBOS Euro Finance (Jersey) L.P.
** Bank of Scotland has provided a subordinated guarantee in respect of each of the issues of £250,000,000 8.117% Non-cumulative
Perpetual Preferred Securities Class A and £150,000,000 7.754% Non-cumulative Perpetual Preferred Securities Class B by Bank of
Scotland Capital Funding L.P. All other non-equity minority interests are unguaranteed.
9

(2)
All loan capital issued by the HBOS Group, as detailed in the tables below, has been issued on an
unsecured basis. Unless otherwise stated, issues of loan capital are unguaranteed.
(3)
The Subordinated Undated Loan Capital was comprised as follows:
As at 30th
June, 2003
(£ millions)
500 million Fixed to Floating Rate Undated Subordinated Notes
348
£150 million 7.286% Series A Perpetual Regulatory Tier One Securities
150
£150 million 7.281% Series B Perpetual Regulatory Tier One Securities
150
£300 million 7.5% Undated Subordinated Step-Up Notes
300
JPY 42.5 billion 3.50% Undated Subordinated Yen Step-Up Notes
214
US$300 million Reset Notes
182
£200 million Perpetual Notes
200
£200 million 7.375% Undated Subordinated Guaranteed Bonds*
200
300 million Floating Rate Undated Subordinated Step-Up Notes
209
US$250 million Floating Rate Primary Capital Notes
151
£150 million Instruments
150
£150 million Instruments
150
JPY 17 billion Instruments
97
£100 million Instruments
100
£100 million 12% Perpetual Subordinated Bonds
100
£100 million 8.75% Perpetual Subordinated Bonds
100
£75 million 13.625% Perpetual Subordinated Bonds
75
JPY 9 billion Instruments
46
£50 million 9.375% Perpetual Subordinated Bonds
50
£500 million 5.75% Undated Subordinated Step-up Notes
500
£600 million 5.75% Undated Subordinated Step-up Notes
600
Unamortised Premiums, Discounts and Issue Costs
(24)
4,048
* Clerical Medical Investment Group (Holdings) Limited (CMIG) (a wholly owned subsidiary of HBOS plc) has provided a subordinated
guarantee to Clerical Medical Finance plc (CMF) (a wholly owned subsidiary of CMIG) in relation to the issue by CMF of £200 million
7.375% Undated Subordinated Guaranteed Bonds.
10