TIDMAV.
RNS Number : 2796V
Aviva PLC
13 April 2021
NOTICE OF NOTEHOLDER MEETINGS
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION
OF
NOTEHOLDERS.
If Noteholders are in any doubt about any aspect of the
proposals in this notice and/or the action they should take, they
are recommended to seek their own financial advice immediately from
their broker, bank manager, solicitor, accountant or other
financial adviser authorised under the Financial Services and
Markets Act 2000 (if they are in the United Kingdom) or from
another appropriately authorised independent financial adviser and
such other professional adviser from their own professional
advisers as they deem necessary.
FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS
ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM
(THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY,
AND ELIGIBLE NOTEHOLDERS (AS DEFINED BELOW) ARE ENCOURAGED TO READ
THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.
AVIVA plc
(incorporated in England with limited liability, registered
number 2468686)
(the "Issuer")
NOTICE OF SEPARATE NOTEHOLDER MEETINGS
to the holders of the
GBP400,000,000 Tier 2 Fixed to Floating Rate Notes due 2049
(ISIN: XS1488459485) (the "2029/2049 Notes")
GBP400,000,000 Tier 2 Fixed to Floating Rate Notes due 2050
(ISIN: XS1242413166) (the "2030/2050 Notes")
GBP600,000,000 Tier 2 Fixed to Floating Rate Notes due 2058
(ISIN: XS0364880186) (the "2038/2058 Notes")
(each a "Series" and, together, the "Notes")
of the Issuer presently outstanding.
NOTICE IS HEREBY GIVEN that separate meetings (each a "Meeting"
and together, the "Meetings") of the Noteholders of each Series
convened by the Issuer will be held via teleconference on 5 May
2021 for the purpose of considering and, if thought fit, passing
the applicable resolution set out below, with the implementation of
that resolution being subject to satisfaction of the condition set
out in paragraph 9(b) thereof (the "Eligibility Condition") and
which resolution will be proposed as an Extraordinary Resolution in
accordance with the provisions of (i) in the case of the 2029/2049
Notes, the Trust Deed dated 22 April 2016, as amended, restated,
modified and/or supplemented from time to time, (the "2029/2049
Notes Trust Deed"), (ii) in the case of the 2030/2050 Notes, the
Trust Deed dated 1 May 2015, as amended, restated, modified and/or
supplemented from time to time, (the "2030/2050 Notes Trust Deed"),
and (iii) in the case of the 2038/2058 Notes, the Trust Deed dated
27 November 2007, as amended, restated, modified and/or
supplemented from time to time, (the "2038/2058 Notes Trust Deed"
and, together with the 2029/2049 Notes Trust Deed and the 2030/2050
Notes Trust Deed, the "Trust Deeds" and each a "Trust Deed"), in
each case made between, inter alios, the Issuer and The Law
Debenture Trust Corporation p.l.c. (the "Trustee").
The initial Meeting in respect of:
(i) the 2029/2049 Notes (the "2029/2049 Notes Meeting") will
commence at 10.00 a.m. (London time);
(ii) the 2030/2050 Notes (the "2030/2050 Notes Meeting") will
commence at 10.15 a.m. (London time) or after the completion of the
2029/2049 Notes Meeting (whichever is later); and
(iii) the 2038/2058 Notes will commence at 10.30 a.m. (London
time) or after the completion of the 2030/2050 Notes Meeting
(whichever is later).
In light of the ongoing developments in relation to coronavirus
(COVID-19), and current guidance issued by the UK government, it
may be impossible or inadvisable to hold the Meetings at a physical
location. Therefore, the Issuer has determined that the Meetings
will be held electronically via teleconference rather than
physically in person and, in accordance with the provisions of the
Trust Deeds, has requested that the Trustee prescribe appropriate
regulations regarding the holding of the Meetings via
teleconference.
Capitalised terms used in this Notice and not otherwise defined
herein shall have the meanings given to them in the Consent
Solicitation Memorandum dated 13 April 2021 (the "Consent
Solicitation Memorandum"), which is available to Eligible
Noteholders (as defined below) from the Tabulation Agent (including
on the website of the Tabulation Agent
(http://www.lucid-is.com/aviva)) (see "Documents Available for
Inspection" below). In accordance with normal practice, the
Trustee, the Tabulation Agent and the Issuing and Paying Agent have
not been involved in the formulation of the Noteholder Proposal (as
defined below). The Trustee, the Tabulation Agent, the Solicitation
Agent and the Issuing and Paying Agent express no opinion on, and
make no representations as to the merits of, the Noteholder
Proposal, the relevant Extraordinary Resolution or the proposed
amendments referred to in the relevant Extraordinary Resolution set
out below.
None of the Trustee, the Tabulation Agent, the Solicitation
Agent or the Issuing and Paying Agent makes any representation that
all relevant information has been disclosed to Noteholders in or
pursuant to this Notice, the Consent Solicitation Memorandum or
otherwise. None of the Trustee, the Tabulation Agent, the
Solicitation Agent or the Issuing and Paying Agent has approved the
draft Supplemental Trust Deed or the draft Amended and Restated
Final Terms referred to in the relevant Extraordinary Resolution
set out below and the Trustee recommends that Noteholders arrange
to inspect and review such draft Supplemental Trust Deed and
Amended and Restated Final Terms as provided below in this Notice.
Accordingly, Noteholders of the relevant Series should take their
own independent legal, financial, tax or other advice on the merits
and the consequences of voting in favour of the relevant
Extraordinary Resolution, including any tax consequences, and on
the impact of the implementation of the relevant Extraordinary
Resolution.
None of the Trustee, the Tabulation Agent, the Solicitation
Agent or the Issuing and Paying Agent are responsible for the
accuracy, completeness, validity or correctness of the statements
made in the Consent Solicitation Memorandum or this Notice, or
omissions therefrom.
Neither this Notice nor the Consent Solicitation Memorandum
constitutes or forms part of, or should be construed as, an offer
for sale, exchange or subscription of, or a solicitation of any
offer to buy, exchange or subscribe for, any securities of the
Issuer or any other entity. The distribution of the Consent
Solicitation Memorandum may nonetheless be restricted by law in
certain jurisdictions. Persons into whose possession the Consent
Solicitation Memorandum comes are required to inform themselves
about, and to observe, any such restrictions.
BACKGROUND
Status of LIBOR
The UK Financial Conduct Authority (the "FCA") announced on 5
March 2021 (the "FCA's 5 March 2021 Announcement") that all London
Inter Bank Offered Rate ("LIBOR") settings will either cease to be
provided by any administrator or no longer be representative of the
underlying market and economic reality (and that representativeness
will not be restored) immediately after (i) 31 December 2021, in
the case of all sterling, euro, Japanese Yen and Swiss Franc, and
certain U.S. dollar settings, or (ii) 30 June 2023, in the case of
the remaining U.S. dollar settings. Regulators have continued to
urge market participants to take active steps to implement the
transition to SONIA and other risk-free rates ahead of the
applicable LIBOR cessation date.
Proposed Amendments
On the basis that the Conditions of each Series currently
envisage that, for the period from (and including) the applicable
Fixed Rate End Date for the relevant Series to (but excluding) the
maturity date of the relevant Series, the applicable rate of
interest will be determined by reference to 3-month Sterling LIBOR,
and such period commences after the end of 2021, the Issuer has
convened the Meetings for the purpose of enabling the relevant
Noteholders to consider and, if they think fit, approve a proposal
(the "Noteholder Proposal") by way of an Extraordinary Resolution
in relation to the relevant Series for the purposes of:
(a) amending the interest rate provisions that apply to the
relevant Series from (and including) the applicable Fixed Rate End
Date such that the Rate of Interest for each Interest Accrual
Period shall not be determined by reference to 3-month Sterling
LIBOR, and shall instead be the aggregate of:
(i) Compounded Daily SONIA (as described in the Annex below);
(ii) an adjustment (the "Reference Rate Adjustment") to reflect
the economic difference between the LIBOR and SONIA rates (as
described under "Rationale for the proposed Reference Rate
Adjustment" below); and
(iii) the Margin applicable to the relevant Series (which shall
remain unaltered by these amendments); and
(b) including new fallback provisions in case the applicable
SONIA reference rate is not available when required (including
fallback provisions in case a Benchmark Event occurs with respect
to SONIA),
(the "Proposed Amendments").
The Proposed Amendments are set out in more detail in the Annex
below, and will be implemented on a Series by Series basis as soon
as reasonably practicable following the conclusion of the Meeting
for the relevant Series at which the relevant Extraordinary
Resolution is passed (and the Eligibility Condition satisfied).
Provided an Extraordinary Resolution is passed (and the Eligibility
Condition satisfied) at the initial Meeting for the relevant
Series, implementation of the Proposed Amendments in respect of
such Series is expected to occur on 5 May 2021 (the "Implementation
Date").
"Fixed Rate End Date" means the date from (and including) which
the applicable rate of interest ceases to be determined on the
basis of a fixed percentage rate and is instead determined on the
basis of a floating rate, being:
(i) in the case of the 2029/2049 Notes, 12 September 2029;
(ii) in the case of the 2030/2050 Notes, 4 June 2030; and
(iii) in the case of the 2038/2058 Notes, 20 May 2038.
Rationale for the proposed Reference Rate Adjustment
Due to the differences in the nature of LIBOR and SONIA, the
replacement of 3-month Sterling LIBOR with Compounded Daily SONIA
as the Reference Rate for each Series will require certain
adjustments to the Rate of Interest payable in respect of each
Series to the extent that such Series remains outstanding beyond
the applicable Fixed Rate End Date. The Conditions of each Series
will be amended by incorporating an adjustment (the "Reference Rate
Adjustment") which will be added to Compounded Daily SONIA when
calculating the relevant Rate of Interest in order to reflect the
difference between LIBOR and SONIA-based Reference Rates.
The pricing methodology proposed to determine the relevant
Reference Rate Adjustment is based on the approach of using a
5-year historical median lookback using principles outlined in the
methodology for such adjustments contained in the ISDA IBOR
Fallback Supplement, which incorporates into the ISDA definitions
new interbank offered rate fallbacks.
The Issuer understands that the methodology used by ISDA is the
result of several industry consultations conducted by ISDA, with 67
per cent. of respondents to the initial 2018 "Benchmark Fallback
Consultation" undertaken by ISDA selecting the historical
mean/median as their preferred spread adjustment approach. [1]
Subsequently the ISDA "5 year historical median" methodology has
been identified as the consensus for the credit spread adjustment
methodology for fallbacks in sterling cash products among
respondents to a survey conducted by the Bank of England Risk Free
Rates Working Group, with 100 per cent. of respondents voting for
this method. [2]
Using the principles outlined in the ISDA IBOR Fallback
Supplement, the applicable Reference Rate Adjustment for a Series
in respect of each Interest Accrual Period after the relevant Fixed
Rate End Date will be the rate specified on Bloomberg screen
"SBP0003M Index", or any successor page, as calculated by Bloomberg
Index Services Limited (or a successor provider as approved and/or
appointed by ISDA from time to time) ("Bloomberg") in relation to
3-month Sterling LIBOR on the date (the "determination date") on
which the Extraordinary Resolution in respect of such Series is
passed and the relevant Eligibility Condition is satisfied, as
reported by the Solicitation Agent to the Issuer. As at the date of
this Consent Solicitation Memorandum, and as a result of the FCA's
5 March 2021 Announcement, the rate specified on Bloomberg screen
"SBP0003M Index" in relation to 3-month Sterling LIBOR has been
fixed at 0.1193 per cent., and such rate (subject to any
corrections or adjustments made to such rate by Bloomberg in
accordance with its rule book as at the applicable determination
date) will be the Reference Rate Adjustment in respect of the
relevant Series.
For the avoidance of doubt, the Reference Rate Adjustment does
not apply to the Rate of Interest for the period up to (but
excluding) the applicable Fixed Rate End Date.
Prudential Regulation Authority (the "PRA")
In accordance with Condition 11(c) of each Series, the Proposed
Amendments will not be implemented unless the Issuer has given at
least one month's prior written notice to, and received no
objection from, the PRA (or such other period of notice as the PRA
may from time to time require or accept and, in any event, provided
that there is a requirement to give such notice).
As the only changes which will be made to each Series pursuant
to the Proposed Amendments are to change the underlying benchmark
reference rate and supporting fallback provisions for such
benchmark reference rate as described in this Notice and to make
the necessary consequential adjustments, the Issuer considers that
the capital eligibility of each Series will remain unaffected.
The PRA has been informed of the Consent Solicitations and the
proposal to implement the Proposed Amendments in respect of each
Series and, as at the date of this Notice, the PRA has not raised
any objections in principle.
Rating Agencies
Copies of the Amended and Restated Final Terms in respect of
each Series as referred to in the relevant Extraordinary Resolution
set out below have been delivered to each of Moody's Investors
Service Ltd. ("Moody's") and S&P Global Ratings Europe Limited
("S&P"). Based upon the information provided to them no
comments have been raised with respect to the Amended and Restate
Final Terms for any of the Series.
Risk Factors
The market continues to develop in relation to SONIA as a
reference rate for securities which incorporate a floating rate
interest basis
If the Extraordinary Resolution in respect of any Series is
passed and implemented, SONIA will replace LIBOR as the Reference
Rate for the relevant Series for each Interest Accrual Period
beginning on or after the relevant Fixed Rate End Date (as set out
in the Annex to this Notice).
Noteholders should be aware that the market continues to develop
in relation to SONIA as a reference rate in the capital markets and
its adoption as an alternative to Sterling LIBOR. In particular,
market participants and relevant working groups are exploring
alternative reference rates based on SONIA, including term SONIA
reference rates which seek to measure the market's forward
expectation of an average SONIA rate over a designated term.
The market, or a significant part thereof, may adopt an
application of SONIA that differs significantly from that set out
in the Proposed Amendments. As SONIA is published and calculated by
a third party based on data received from other sources, the Issuer
has no control over its determination, calculation or publication.
Furthermore, the Issuer may in future issue debt securities
referencing SONIA that differ materially in terms of interest
determination when compared with the Proposed Amendments. The
nascent development of Compounded Daily SONIA as an interest
reference rate for the Eurobond markets, as well as continued
development of SONIA-based rates for such market and the market
infrastructure for adopting such rates, could result in reduced
liquidity or increased volatility or could otherwise affect the
market price of any SONIA-referenced securities. There can be no
guarantee that SONIA will not be discontinued or fundamentally
altered in a manner that is materially adverse to the interests of
Noteholders (or that any applicable benchmark fallback provisions
proposed by way of the Proposed Amendments will provide a rate
which is economically equivalent for Noteholders). The Bank of
England has no obligation to consider the interests of Noteholders
in calculating, adjusting, converting, revising or discontinuing
SONIA. If the manner in which SONIA is calculated is changed, that
change may result in a reduction of the amount of interest payable
on the Notes and the trading prices of the Notes.
Furthermore, following implementation of the Proposed
Amendments, the Rate of Interest for any Interest Accrual Period
beginning on or after the relevant Fixed Rate End Date will only be
capable of being determined at the end of the relevant Interest
Accrual Period and immediately prior to the relevant Interest
Payment Date. It may therefore be difficult for Noteholders to
reliably estimate the amount of interest which will be payable on
the Notes following the relevant Fixed Rate End Date and some
investors may be unable or unwilling to trade such Notes without
changes to their IT systems, both of which could adversely impact
the liquidity of such Notes. Further, in contrast to LIBOR-based
debt securities, if (following implementation of the Proposed
Amendments) the Notes of any Series become due and payable as a
result of an event of default under the relevant Conditions or are
otherwise redeemed early on a date which is not an Interest Payment
Date, the final Rate of Interest payable in respect of such Notes
shall only be determined immediately prior to the date on which the
Notes become due and payable and shall not be reset thereafter.
Noteholders should also be aware that the manner of adoption or
application of SONIA as a reference rate in the international debt
capital markets may differ materially compared with the application
and adoption of SONIA in other markets, such as the derivatives and
loan markets. Noteholders should carefully consider how any
mismatch between the adoption of SONIA as a reference rate across
these markets may impact any hedging or other arrangements which
they may put in place in connection with the Notes.
Investors should consider these matters when considering the
Consent Solicitations and the Proposed Amendments.
Future unavailability of SONIA and fallback arrangements in the
event that SONIA is discontinued
Noteholders should be aware that, if the Extraordinary
Resolution in respect of any Series is passed and implemented and
SONIA were discontinued or otherwise unavailable, the interest rate
on the relevant Series for each Interest Accrual Period beginning
on or after the relevant Fixed Rate End Date will be determined for
the relevant period by the fallback provisions applicable to the
relevant Series.
If the circumstances described in the preceding paragraph occur
in the case of any Series and a Benchmark Event occurs in relation
to SONIA when any Rate of Interest (or any component part thereof)
remains to be determined by reference to SONIA, such fallback
arrangements will include the possibility that, despite the
continued availability of SONIA, the Issuer shall use its best
efforts to appoint an Independent Adviser to, or, failing which,
the Issuer may, set a Successor Reference Rate or, failing which,
an Alternative Reference Rate and in each case an Adjustment Spread
(if any). All such terms have the meanings given in the Annex to
this Notice.
The use of any such Successor Reference Rate or Alternative
Reference Rate to determine the Rate of Interest may result in the
relevant Notes performing differently (which may include payment of
a lower Rate of Interest) than they would do if SONIA were to
continue to apply in its current form. In addition, the market (if
any) for Notes linked to any such Successor Reference Rate or
Alternative Reference Rate may be less liquid than the market for
Notes linked to SONIA. In certain circumstances, the ultimate
fallback of interest for a particular Rate of Interest may result
in the Rate of Interest for the last preceding Interest
Determination Date being used. This may result in the effective
application of a fixed rate for the relevant Notes. In addition,
due to the uncertainty concerning the availability of Successor
Reference Rates and Alternative Reference Rates and the involvement
of an Independent Adviser, the relevant fallback provisions may not
operate as intended at the relevant time.
No consent of the Noteholders shall be required in connection
with effecting any relevant Successor Reference Rate or Alternative
Reference Rate (as applicable) or any other related adjustments
and/or amendments described above.
Any such consequences could have a material adverse effect on
the value of and return on the relevant Notes. Moreover, any of the
above matters or any other significant change to the setting or
existence of any relevant rate could affect the ability of the
Issuer to meet its obligations under such Notes or could have a
material adverse effect on the value or liquidity of, and the
amount payable under, such Notes. Investors should note that the
relevant Independent Adviser or the Issuer (as applicable) will
have discretion to apply an Adjustment Spread to the relevant
Successor Reference Rate or Alternative Reference Rate (as
applicable) in the circumstances described above. The aim of the
Adjustment Spread is to reduce or eliminate, to the extent
reasonably practicable, any economic prejudice or benefit (as the
case may be) to Noteholders as a result of the replacement of SONIA
with such Successor Reference Rate or the Alternative Reference
Rate (as applicable). The Adjustment Spread could therefore be a
spread or formula or methodology for calculating a spread in either
case which: (i) in the case of a Successor Reference Rate, is
formally recommended in relation to the replacement of SONIA with
such Successor Reference Rate by any Relevant Nominating Body; or
(ii) in the case of a Successor Reference Rate for which no such
recommendation has been made or in the case of an Alternative
Reference Rate, the Independent Adviser or the Issuer (as
applicable) determines, is customarily applied to the relevant
Successor Reference Rate or the Alternative Reference Rate (as the
case may be) in international debt capital markets transactions to
produce an industry-accepted replacement rate for SONIA; or (iii)
in the case that the Independent Adviser or the Issuer (as
applicable) determines that no such spread is customarily applied,
the relevant Independent Adviser or the Issuer (as applicable)
determines is recognised or acknowledged as being in customary
market usage in international debt capital markets transactions
which reference SONIA, where such rate has been replaced by such
Successor Reference Rate or Alternative Reference Rate (as
applicable); or (iv) if the Independent Adviser or the Issuer (as
applicable) determines that no such industry standard is recognised
or acknowledged, the Independent Adviser or the Issuer (as
applicable) (acting in good faith and in a commercially reasonable
manner), determines to be appropriate.
However, any such Adjustment Spread could have unexpected
commercial consequences and there can be no assurance that, due to
the particular circumstances of each Noteholder, any such
adjustment will be favourable to each Noteholder.
Investors should consider all of these matters considering the
Consent Solicitations and the Proposed Amendments.
NOTEHOLDER PROPOSAL
Pursuant to this Notice, the Issuer has convened separate
Meetings to request that Noteholders of each Series consider and
agree by Extraordinary Resolution to the matters contained in the
relevant Extraordinary Resolution set out below.
The Issuer, under the Noteholder Proposal, is requesting that
the Noteholders of the relevant Series consider and if thought fit,
pass the relevant Extraordinary Resolution. If the relevant
Extraordinary Resolution is passed by the Noteholders of the
relevant Series, and if the related Eligibility Condition is
satisfied, the Extraordinary Resolution will be binding on all
Noteholders of the relevant Series, whether present or not at the
relevant Meeting and whether or not voting.
The Noteholder Proposal is being put to Noteholders for the
reasons set out in "Background" above.
Eligible Noteholders are also referred to the Consent
Solicitation Memorandum which provides further background to the
Noteholder Proposals and the reasons therefor.
CONSENT SOLICITATION
Noteholders are further given notice that the Issuer has invited
Eligible Noteholders (as defined below) of each Series (each such
invitation a "Consent Solicitation") to consent to the approval, by
Extraordinary Resolution at the relevant Meeting, of the
modification of the terms and conditions (the "Conditions") of, and
the Final Terms and the Trust Deed for, the relevant Series as
described in paragraph 1 of the relevant Extraordinary Resolution
as set out below, all as further described in the Consent
Solicitation Memorandum.
The Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitations are only for
distribution or to be made available to persons who are (i) located
and resident outside the United States and not U.S. persons or
acting for the account or benefit of a U.S. person (in each case,
as defined in Regulation S under the U.S. Securities Act of 1933,
as amended (the "Securities Act")), (ii) not retail investors (as
defined in each Extraordinary Resolution below) and, if applicable
and acting on a non-discretionary basis, who are acting on behalf
of beneficial owners that are not retail investors, and (iii)
otherwise persons to whom the relevant Consent Solicitation can be
lawfully made and that may lawfully participate in the relevant
Consent Solicitation (all such persons, "Eligible
Noteholders").
Subject to the restrictions described in the previous paragraph,
Noteholders may obtain from the date of this Notice a copy of the
Consent Solicitation Memorandum from the Tabulation Agent, the
contact details for which are set out below. In order to receive a
copy of the Consent Solicitation Memorandum, a Noteholder will be
required to provide confirmation as to his or her status as an
Eligible Noteholder.
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP400,000,000 TIER 2 FIXED TO FLOATING RATE
NOTES DUE 2049
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP400,000,000 Tier 2 Fixed to
Floating Rate Notes due 2049 (the "Notes") of Aviva plc (the
"Issuer"), constituted by the trust deed dated 22 April 2016 as
amended, restated, modified and/or supplemented from time to time
(the "Trust Deed") made between the Issuer and The Law Debenture
Trust Corporation p.l.c. (the "Trustee") as trustee for, inter
alios, the Noteholders:
1. (subject to paragraph 9 of this Extraordinary Resolution)
assents to the modification of the terms and conditions of the
Notes (the "Conditions"), as set out in Schedule 2 to the Trust
Deed, as completed by the Final Terms applicable to the Notes dated
8 September 2016, and to consequential or related amendments to the
Trust Deed and Final Terms for the Notes, as any of the same may
from time to time be modified or amended and restated in accordance
with the Trust Deed, such that:
a. for the purposes of any Interest Accrual Period beginning on
or after 12 September 2029, the Rate of Interest for such Interest
Accrual Period shall be the aggregate of (i) Compounded Daily
SONIA, (ii) the applicable Reference Rate Adjustment, to be
determined as set out in the Notice and (iii) the Margin; and
b. new fallbacks shall be included in case the applicable SONIA
reference rate is not available when required (including fallback
provisions in case a Benchmark Event occurs with respect to
SONIA),
all as more fully set out and (where applicable) defined in the
Annex to the Notice;
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer and the Trustee to execute a deed supplemental to
the Trust Deed (the "Supplemental Trust Deed") to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting, with such amendments thereto (if any) as
the Trustee shall require or agree to;
(b) the Issuer to execute an amended and restated final terms in
respect of the Notes (the "Amended and Restated Final Terms") to
effect the modifications referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
of the draft produced to this Meeting, with such amendments thereto
(if any) as the Trustee shall require or agree to; and
(c) the Issuer and the Trustee to execute and to do all such
other deeds, instruments, acts and things as may be necessary,
desirable or expedient in its sole opinion to carry out and to give
effect to this Extraordinary Resolution and the implementation of
the modifications referred to in paragraph 1 of this Extraordinary
Resolution;
3. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Trustee from all liability for which
they may have become or may become responsible under the Trust Deed
or the Notes or any document related thereto in respect of any act
or omission in connection with the passing of this Extraordinary
Resolution or its implementation, the modifications referred to in
paragraph 1 of this Extraordinary Resolution or the implementation
of those modifications or the executing of any deeds, agreements,
documents or instructions, the performance of any acts, matters or
things to be done to carry out and give effect to the matters
contemplated in the Supplemental Trust Deed, the Amended and
Restated Final Terms, the Notice or this Extraordinary
Resolution;
4. (subject to paragraph 9 of this Extraordinary Resolution)
irrevocably waives any claim that the Noteholders may have against
the Trustee arising as a result of any loss or damage which they
may suffer or incur as a result of the Trustee acting upon this
Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Trustee liable for any such loss or damage;
5. (subject to paragraph 9 of this Extraordinary Resolution)
expressly agrees and undertakes to indemnify and hold harmless the
Trustee from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Trustee and against all losses, costs, charges or expenses
(including legal fees) which the Trustee may suffer or incur which
in any case arise as a result of the Trustee acting in accordance
with the Extraordinary Resolution and the Trust Deed;
6. (subject to paragraph 9 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification, compromise
or arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer, whether or not such
rights arise under the Trust Deed, the Conditions or otherwise,
involved in, resulting from or to be effected by the amendments
referred to in paragraph 1 of this Extraordinary Resolution and
their implementation;
7. (subject to paragraph 9 of this Extraordinary Resolution)
waives any and all conditions precedent in respect of the execution
and delivery of the Supplemental Trust Deed and the Amended and
Restated Final Terms and implementation of this Extraordinary
Resolution and authorises, requests and instructs the Trustee not
to obtain a legal opinion in relation to the execution of the
Supplemental Trust Deed and/or the Amended and Restated Final
Terms;
8. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Issuer from all liability for which
it may have become or may become responsible under the Trust Deed,
the Notes or any document related thereto in respect of any act or
omission in connection with the passing of this Extraordinary
Resolution or the executing of any deeds, agreements, documents or
instructions, the performance of any acts, matters or things to be
done to carry out and give effect to the matters contemplated in
the Supplemental Trust Deed, the Amended and Restated Final Terms,
the Notice or this Extraordinary Resolution;
9. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes
cast at, this Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at this Meeting by Ineligible
Noteholders (and would also have been so satisfied if any
Ineligible Noteholders who provide confirmation of their status as
Ineligible Noteholders and waive their right to attend (via
teleconference) and vote (or be represented (via teleconference))
at the Meeting had actually participated at the Meeting) and
further resolves that, if the Extraordinary Resolution is passed at
this Meeting but such condition is not satisfied, the chairman of
this Meeting and the Trustee are hereby authorised, directed,
requested and empowered to adjourn this Meeting until such date,
not less than 14 days nor more than 42 days later, and time and
place as may be appointed by the chairman of this Meeting and
approved by the Trustee, for the purpose of reconsidering
resolutions 1 to 11 of this Extraordinary Resolution with the
exception of resolution 9 (b) of this Extraordinary Resolution, and
in place of the foregoing provisions of resolution 9(b) the
relevant condition will be satisfied if the quorum required for,
and the requisite majority of votes cast at, the adjourned Meeting
are satisfied by Eligible Noteholders only, irrespective of any
participation at the adjourned Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation of their status as Ineligible
Noteholders and waive their right to attend (via teleconference)
and vote (or be represented (via teleconference)) at the adjourned
Meeting had actually participated at the adjourned Meeting);
10. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation in respect of the Notes" means the
invitation by the Issuer to all Eligible Noteholders to consent to
the modification of the Conditions relating to the Notes and
consequential or related amendments to the Trust Deed and Final
Terms for the Notes, as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 13 April 2021 prepared by the Issuer in relation
to the Consent Solicitation in respect of the Notes;
"Eligible Noteholder" means each Noteholder who is (a) located
and resident outside the United States and not a U.S. person or
acting for the account or benefit of a U.S. person (in each case,
as defined in Regulation S under the Securities Act), (b) not a
retail investor and, if applicable and acting on a
non-discretionary basis, who is acting on behalf of a beneficial
owner that is not a retail investor, and (c) otherwise a person to
whom the Consent Solicitation in respect of the Notes can be
lawfully made and that may lawfully participate in the Consent
Solicitation in respect of the Notes;
"Ineligible Noteholder" means each Noteholder who is not an
Eligible Noteholder;
"Notice" means the notice given by the Issuer to Noteholders on
or around 13 April 2021;
"retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer
within the meaning of Directive 2016/97 (the Insurance Distribution
Directive), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II, (iii)
a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or
regulations made under the FSMA which were relied on immediately
before exit day to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; and
"Securities Act" means the U.S. Securities Act of 1933, as
amended.
11. agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust
Deed or the Notice, as applicable."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP400,000,000 TIER 2 FIXED TO FLOATING RATE
NOTES DUE 2050
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP400,000,000 Tier 2 Fixed to
Floating Rate Notes due 2050 (the "Notes") of Aviva plc (the
"Issuer"), constituted by the trust deed dated 1 May 2015 as
amended, restated, modified and/or supplemented from time to time
(the "Trust Deed") made between the Issuer and The Law Debenture
Trust Corporation p.l.c. (the "Trustee") as trustee for, inter
alios, the Noteholders:
1. (subject to paragraph 9 of this Extraordinary Resolution)
assents to the modification of the terms and conditions of the
Notes (the "Conditions"), as set out in Schedule 2 to the Trust
Deed, as completed by the Final Terms applicable to the Notes dated
2 June 2015, and to consequential or related amendments to the
Trust Deed and Final Terms for the Notes, as any of the same may
from time to time be modified or amended and restated in accordance
with the Trust Deed, such that:
a. for the purposes of any Interest Accrual Period beginning on
or after 4 June 2030, the Rate of Interest for such Interest
Accrual Period shall be the aggregate of (i) Compounded Daily
SONIA, (ii) the applicable Reference Rate Adjustment, to be
determined as set out in the Notice and (iii) the Margin; and
b. new fallbacks shall be included in case the applicable SONIA
reference rate is not available when required (including fallback
provisions in case a Benchmark Event occurs with respect to
SONIA),
all as more fully set out and (where applicable) defined in the
Annex to the Notice;
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer and the Trustee to execute a deed supplemental to
the Trust Deed (the "Supplemental Trust Deed") to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting, with such amendments thereto (if any) as
the Trustee shall require or agree to;
(b) the Issuer to execute an amended and restated final terms in
respect of the Notes (the "Amended and Restated Final Terms") to
effect the modifications referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
of the draft produced to this Meeting, with such amendments thereto
(if any) as the Trustee shall require or agree to; and
(c) the Issuer and the Trustee to execute and to do all such
other deeds, instruments, acts and things as may be necessary,
desirable or expedient in its sole opinion to carry out and to give
effect to this Extraordinary Resolution and the implementation of
the modifications referred to in paragraph 1 of this Extraordinary
Resolution;
3. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Trustee from all liability for which
they may have become or may become responsible under the Trust Deed
or the Notes or any document related thereto in respect of any act
or omission in connection with the passing of this Extraordinary
Resolution or its implementation, the modifications referred to in
paragraph 1 of this Extraordinary Resolution or the implementation
of those modifications or the executing of any deeds, agreements,
documents or instructions, the performance of any acts, matters or
things to be done to carry out and give effect to the matters
contemplated in the Supplemental Trust Deed, the Amended and
Restated Final Terms, the Notice or this Extraordinary
Resolution;
4. (subject to paragraph 9 of this Extraordinary Resolution)
irrevocably waives any claim that the Noteholders may have against
the Trustee arising as a result of any loss or damage which they
may suffer or incur as a result of the Trustee acting upon this
Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Trustee liable for any such loss or damage;
5. (subject to paragraph 9 of this Extraordinary Resolution)
expressly agrees and undertakes to indemnify and hold harmless the
Trustee from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Trustee and against all losses, costs, charges or expenses
(including legal fees) which the Trustee may suffer or incur which
in any case arise as a result of the Trustee acting in accordance
with the Extraordinary Resolution and the Trust Deed;
6. (subject to paragraph 9 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification, compromise
or arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer, whether or not such
rights arise under the Trust Deed, the Conditions or otherwise,
involved in, resulting from or to be effected by the amendments
referred to in paragraph 1 of this Extraordinary Resolution and
their implementation;
7. (subject to paragraph 9 of this Extraordinary Resolution)
waives any and all conditions precedent in respect of the execution
and delivery of the Supplemental Trust Deed and the Amended and
Restated Final Terms and implementation of this Extraordinary
Resolution and authorises, requests and instructs the Trustee not
to obtain a legal opinion in relation to the execution of the
Supplemental Trust Deed and/or the Amended and Restated Final
Terms;
8. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Issuer from all liability for which
it may have become or may become responsible under the Trust Deed,
the Notes or any document related thereto in respect of any act or
omission in connection with the passing of this Extraordinary
Resolution or the executing of any deeds, agreements, documents or
instructions, the performance of any acts, matters or things to be
done to carry out and give effect to the matters contemplated in
the Supplemental Trust Deed, the Amended and Restated Final Terms,
the Notice or this Extraordinary Resolution;
9. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes
cast at, this Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at this Meeting by Ineligible
Noteholders (and would also have been so satisfied if any
Ineligible Noteholders who provide confirmation of their status as
Ineligible Noteholders and waive their right to attend (via
teleconference) and vote (or be represented (via teleconference))
at the Meeting had actually participated at the Meeting) and
further resolves that, if the Extraordinary Resolution is passed at
this Meeting but such condition is not satisfied, the chairman of
this Meeting and the Trustee are hereby authorised, directed,
requested and empowered to adjourn this Meeting until such date,
not less than 14 days nor more than 42 days later, and time and
place as may be appointed by the chairman of this Meeting and
approved by the Trustee, for the purpose of reconsidering
resolutions 1 to 11 of this Extraordinary Resolution with the
exception of resolution 9 (b) of this Extraordinary Resolution, and
in place of the foregoing provisions of resolution 9(b) the
relevant condition will be satisfied if the quorum required for,
and the requisite majority of votes cast at, the adjourned Meeting
are satisfied by Eligible Noteholders only, irrespective of any
participation at the adjourned Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation of their status as Ineligible
Noteholders and waive their right to attend (via teleconference)
and vote (or be represented (via teleconference)) at the adjourned
Meeting had actually participated at the adjourned Meeting);
10. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation in respect of the Notes" means the
invitation by the Issuer to all Eligible Noteholders to consent to
the modification of the Conditions relating to the Notes and
consequential or related amendments to the Trust Deed and Final
Terms for the Notes, as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 13 April 2021 prepared by the Issuer in relation
to the Consent Solicitation in respect of the Notes;
"Eligible Noteholder" means each Noteholder who is (a) located
and resident outside the United States and not a U.S. person or
acting for the account or benefit of a U.S. person (in each case,
as defined in Regulation S under the Securities Act), (b) not a
retail investor and, if applicable and acting on a
non-discretionary basis, who is acting on behalf of a beneficial
owner that is not a retail investor, and (c) otherwise a person to
whom the Consent Solicitation in respect of the Notes can be
lawfully made and that may lawfully participate in the Consent
Solicitation in respect of the Notes;
"Ineligible Noteholder" means each Noteholder who is not an
Eligible Noteholder;
"Notice" means the notice given by the Issuer to Noteholders on
or around 13 April 2021;
"retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer
within the meaning of Directive 2016/97 (the Insurance Distribution
Directive), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II, (iii)
a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or
regulations made under the FSMA which were relied on immediately
before exit day to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; and
"Securities Act" means the U.S. Securities Act of 1933, as
amended.
11. agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust
Deed or the Notice, as applicable."
EXTRAORDINARY RESOLUTION
IN RESPECT OF THE GBP600,000,000 TIER 2 FIXED TO FLOATING RATE
NOTES DUE 2058
"THAT this Meeting of the holders (together, the "Noteholders")
of the presently outstanding GBP600,000,000 Tier 2 Fixed to
Floating Rate Notes due 2058 (the "Notes") of Aviva plc (the
"Issuer"), constituted by the trust deed dated 27 November 2007 as
amended, restated, modified and/or supplemented from time to time
(the "Trust Deed") made between, inter alios, the Issuer and The
Law Debenture Trust Corporation p.l.c. (the "Trustee") as trustee
for, inter alios, the Noteholders:
1. (subject to paragraph 9 of this Extraordinary Resolution)
assents to the modification of the terms and conditions of the
Notes (the "Conditions"), as set out in Schedule 2 to the Trust
Deed, as completed by the Final Terms applicable to the Notes dated
19 May 2008 and 6 August 2008, and to consequential or related
amendments to the Trust Deed and Final Terms for the Notes, as any
of the same may from time to time be modified or amended and
restated in accordance with the Trust Deed, such that:
a. for the purposes of any Interest Accrual Period beginning on
or after 20 May 2038, the Rate of Interest for such Interest
Accrual Period shall be the aggregate of (i) Compounded Daily
SONIA, (ii) the applicable Reference Rate Adjustment, to be
determined as set out in the Notice and (iii) the Margin; and
b. new fallbacks shall be included in case the applicable SONIA
reference rate is not available when required (including fallback
provisions in case a Benchmark Event occurs with respect to
SONIA),
all as more fully set out and (where applicable) defined in the
Annex to the Notice;
2. (subject to paragraph 9 of this Extraordinary Resolution)
authorises, directs, requests and empowers:
(a) the Issuer and the Trustee to execute a deed supplemental to
the Trust Deed (the "Supplemental Trust Deed") to effect the
modifications referred to in paragraph 1 of this Extraordinary
Resolution, in the form or substantially in the form of the draft
produced to this Meeting, with such amendments thereto (if any) as
the Trustee shall require or agree to;
(b) the Issuer to execute amended and restated final terms in
respect of the Notes (the "Amended and Restated Final Terms") to
effect the modifications referred to in paragraph 1 of this
Extraordinary Resolution, in the form or substantially in the form
of the draft produced to this Meeting, with such amendments thereto
(if any) as the Trustee shall require or agree to; and
(c) the Issuer and the Trustee to execute and to do all such
other deeds, instruments, acts and things as may be necessary,
desirable or expedient in its sole opinion to carry out and to give
effect to this Extraordinary Resolution and the implementation of
the modifications referred to in paragraph 1 of this Extraordinary
Resolution;
3. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Trustee from all liability for which
they may have become or may become responsible under the Trust Deed
or the Notes or any document related thereto in respect of any act
or omission in connection with the passing of this Extraordinary
Resolution or its implementation, the modifications referred to in
paragraph 1 of this Extraordinary Resolution or the implementation
of those modifications or the executing of any deeds, agreements,
documents or instructions, the performance of any acts, matters or
things to be done to carry out and give effect to the matters
contemplated in the Supplemental Trust Deed, the Amended and
Restated Final Terms, the Notice or this Extraordinary
Resolution;
4. (subject to paragraph 9 of this Extraordinary Resolution)
irrevocably waives any claim that the Noteholders may have against
the Trustee arising as a result of any loss or damage which they
may suffer or incur as a result of the Trustee acting upon this
Extraordinary Resolution (including but not limited to
circumstances where it is subsequently found that this
Extraordinary Resolution is not valid or binding on the holders)
and the Noteholders further confirm that the Noteholders will not
seek to hold the Trustee liable for any such loss or damage;
5. (subject to paragraph 9 of this Extraordinary Resolution)
expressly agrees and undertakes to indemnify and hold harmless the
Trustee from and against all losses, liabilities, damages, costs,
charges and expenses which may be suffered or incurred by them as a
result of any claims (whether or not successful, compromised or
settled), actions, demands or proceedings brought against the
Trustee and against all losses, costs, charges or expenses
(including legal fees) which the Trustee may suffer or incur which
in any case arise as a result of the Trustee acting in accordance
with the Extraordinary Resolution and the Trust Deed;
6. (subject to paragraph 9 of this Extraordinary Resolution)
sanctions and assents to every abrogation, modification, compromise
or arrangement in respect of the rights of the Noteholders
appertaining to the Notes against the Issuer, whether or not such
rights arise under the Trust Deed, the Conditions or otherwise,
involved in, resulting from or to be effected by the amendments
referred to in paragraph 1 of this Extraordinary Resolution and
their implementation;
7. (subject to paragraph 9 of this Extraordinary Resolution)
waives any and all conditions precedent in respect of the execution
and delivery of the Supplemental Trust Deed and the Amended and
Restated Final Terms and implementation of this Extraordinary
Resolution and authorises, requests and instructs the Trustee not
to obtain a legal opinion in relation to the execution of the
Supplemental Trust Deed and/or the Amended and Restated Final
Terms;
8. (subject to paragraph 9 of this Extraordinary Resolution)
discharges and exonerates the Issuer from all liability for which
it may have become or may become responsible under the Trust Deed,
the Notes or any document related thereto in respect of any act or
omission in connection with the passing of this Extraordinary
Resolution or the executing of any deeds, agreements, documents or
instructions, the performance of any acts, matters or things to be
done to carry out and give effect to the matters contemplated in
the Supplemental Trust Deed, the Amended and Restated Final Terms,
the Notice or this Extraordinary Resolution;
9. declares that the implementation of this Extraordinary
Resolution shall be conditional on:
(a) the passing of this Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes
cast at, this Meeting being satisfied by Eligible Noteholders only,
irrespective of any participation at this Meeting by Ineligible
Noteholders (and would also have been so satisfied if any
Ineligible Noteholders who provide confirmation of their status as
Ineligible Noteholders and waive their right to attend (via
teleconference) and vote (or be represented (via teleconference))
at the Meeting had actually participated at the Meeting) and
further resolves that, if the Extraordinary Resolution is passed at
this Meeting but such condition is not satisfied, the chairman of
this Meeting and the Trustee are hereby authorised, directed,
requested and empowered to adjourn this Meeting until such date,
not less than 14 days nor more than 42 days later, and time and
place as may be appointed by the chairman of this Meeting and
approved by the Trustee, for the purpose of reconsidering
resolutions 1 to 11 of this Extraordinary Resolution with the
exception of resolution 9 (b) of this Extraordinary Resolution, and
in place of the foregoing provisions of resolution 9(b) the
relevant condition will be satisfied if the quorum required for,
and the requisite majority of votes cast at, the adjourned Meeting
are satisfied by Eligible Noteholders only, irrespective of any
participation at the adjourned Meeting by Ineligible Noteholders
(and would also have been so satisfied if any Ineligible
Noteholders who provide confirmation of their status as Ineligible
Noteholders and waive their right to attend (via teleconference)
and vote (or be represented (via teleconference)) at the adjourned
Meeting had actually participated at the adjourned Meeting);
10. acknowledges that the following terms, as used in this
Extraordinary Resolution, shall have the meanings given below:
"Consent Solicitation in respect of the Notes" means the
invitation by the Issuer to all Eligible Noteholders to consent to
the modification of the Conditions relating to the Notes and
consequential or related amendments to the Trust Deed and Final
Terms for the Notes, as described in the Consent Solicitation
Memorandum and as the same may be amended in accordance with its
terms;
"Consent Solicitation Memorandum" means the consent solicitation
memorandum dated 13 April 2021 prepared by the Issuer in relation
to the Consent Solicitation in respect of the Notes;
"Eligible Noteholder" means each Noteholder who is (a) located
and resident outside the United States and not a U.S. person or
acting for the account or benefit of a U.S. person (in each case,
as defined in Regulation S under the Securities Act), (b) not a
retail investor and, if applicable and acting on a
non-discretionary basis, who is acting on behalf of a beneficial
owner that is not a retail investor, and (c) otherwise a person to
whom the Consent Solicitation in respect of the Notes can be
lawfully made and that may lawfully participate in the Consent
Solicitation in respect of the Notes;
"Ineligible Noteholder" means each Noteholder who is not an
Eligible Noteholder;
"Notice" means the notice given by the Issuer to Noteholders on
or around 13 April 2021;
"retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer
within the meaning of Directive 2016/97 (the Insurance Distribution
Directive), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II, (iii)
a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "EUWA"), or (iv) a
customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or
regulations made under the FSMA which were relied on immediately
before exit day to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; and
"Securities Act" means the U.S. Securities Act of 1933, as
amended.
11. agrees that capitalised terms in this document where not
defined herein shall have the meanings given to them in the Trust
Deed or the Notice, as applicable."
INELIGIBLE NOTEHOLDERS
Submission of Ineligible Holder Instructions
Any Noteholder that is not an Eligible Noteholder may not
participate in the Consent Solicitations. However, any Ineligible
Noteholder may deliver, or arrange to have delivered on its behalf,
a valid Ineligible Holder Instruction (as defined below).
In respect of any Notes held through Euroclear Bank SA/NV
("Euroclear") or Clearstream Banking S.A. ("Clearstream,
Luxembourg" and, together with Euroclear, the "Clearing Systems"),
the submission of Ineligible Holder Instructions will have occurred
upon receipt by the Tabulation Agent from Euroclear or Clearstream,
Luxembourg, as applicable, of a valid instruction (an "Ineligible
Holder Instruction") submitted in accordance with the requirements
of Euroclear or Clearstream, Luxembourg, as applicable. Each such
Ineligible Holder Instruction must specify, among other things, the
aggregate principal amount of the Notes of the relevant Series
which are subject to such Ineligible Holder Instruction, and the
securities account number at the relevant Clearing System in which
the relevant Notes are held. The receipt of such Ineligible Holder
Instruction by the relevant Clearing System will be acknowledged in
accordance with the standard practices of such Clearing System and
will result in the blocking of the relevant Notes in the relevant
Ineligible Noteholder's account with such Clearing System so that
no transfers may be effected in relation to such Notes until the
earlier of (i) the date on which the relevant Ineligible Holder
Instruction is validly revoked (including the automatic revocation
of such Ineligible Holder Instruction on the termination of the
related Consent Solicitation in accordance with the terms of the
relevant Consent Solicitation) and (ii) the conclusion of the
relevant Meeting (or, if applicable, any relevant adjourned
Meeting).
Only Direct Participants (as defined under "Voting and Quorum"
below) may submit Ineligible Holder Instructions. Each beneficial
owner of Notes who is an Ineligible Noteholder and is not a Direct
Participant, must arrange for the Direct Participant through which
such beneficial owner of Notes who is an Ineligible Noteholder
holds its Notes to submit an Ineligible Holder Instruction on its
behalf to the relevant Clearing System before the deadlines
specified by the relevant Clearing System.
By delivering, or arranging for the delivery on its behalf, of
an Ineligible Holder Instruction in accordance with the procedures
described below, a Noteholder shall (A) waive its right to attend
(via teleconference) and vote (or be represented (via
teleconference)) at the relevant Meeting (as the consequence of the
eligibility condition set out in paragraph 9(b) of the relevant
Extraordinary Resolution is that such Extraordinary Resolution will
only be implemented where it is passed irrespective of any
participation at the relevant Meeting by Ineligible Noteholders,
such that the attendance and voting at the relevant Meeting by an
Ineligible Noteholder will be of no consequence for such
implementation) and (B) agree, acknowledge, represent, warrant and
undertake to the Issuer, the Trustee, the Issuing and Paying Agent,
the Solicitation Agent and the Tabulation Agent at (i) the time of
submission of such Ineligible Holder Instruction, (ii) the
Expiration Date, (iii) the time of the relevant Meeting and at the
time of any adjourned Meeting and (iv) the Implementation Date (and
if a Noteholder or Direct Participant (as defined below) on behalf
of any Noteholder is unable to make any such agreement or
acknowledgement or give any such representation, warranty or
undertaking, such Noteholder or Direct Participant should contact
the Tabulation Agent immediately) that:
(a) It is an Ineligible Noteholder.
(b) It is not a person or entity (a "Person") (A) that is, or is
directly or indirectly owned or controlled by a Person that is,
described or designated in (i) the most current "Specially
Designated Nationals and Blocked Persons" list (which as of the
date hereof can be found at:
https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the
Foreign Sanctions Evaders List (which as of the date hereof can be
found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf)
or (iii) the most current "Consolidated list of persons, groups and
entities subject to EU financial sanctions" (which as of the date
hereof can be found at:
https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions)
or (iv) the most current "UK sanctions list" (which as of the date
hereof can be found at:
https://www.gov.uk/government/publications/the-uk-sanctions-list);
or (B) that is otherwise the subject of any sanctions administered
or enforced by any Sanctions Authority, other than solely by virtue
of their inclusion in: (i) the most current "Sectoral Sanctions
Identifications" list (which as of the date hereof can be found at:
https://ww w .treasur y .gov/ofac/downloads/ssi/ssilist.pdf) (the
"SSI List"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No.
833/2014, as amended from time to time including by Council
Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014
and Council Regulation (EU) No 2015/1797 and Council Regulation
(EU) No 2017/2212 (the "EU Annexes"), or (iii) any other list
maintained by a Sanctions Authority, with similar effect to the SSI
List or the EU Annexes. For these purposes "Sanctions Authority"
means each of: (i) the United States government; (ii) the United
Nations; (iii) the European Union (or any of its member states);
(iv) the United Kingdom; (v) any other equivalent governmental or
regulatory authority, institution or agency which administers
economic, financial or trade sanctions; and (vi) the respective
governmental institutions and agencies of any of the foregoing
including, without limitation, the Office of Foreign Assets Control
of the US Department of the Treasury, the United States Department
of State, the United States Department of Commerce and Her
Majesty's Treasury.
(c) It has undertaken all appropriate analysis of the
implications of the relevant Consent Solicitation without reliance
on the Issuer, the Trustee, the Issuing and Paying Agent, the
Solicitation Agent or the Tabulation Agent.
(d) It has observed the laws of all relevant jurisdictions,
obtained all requisite governmental, exchange control or other
required consents, complied with all requisite formalities and paid
any issue, transfer or other taxes or requisite payments due from
it in each respect in connection with its Ineligible Holder
Instruction and/or the relevant Extraordinary Resolution in any
jurisdiction and that it has not taken or omitted to take any
action in breach of the representations or which will or may result
in the Issuer, the Solicitation Agent, the Tabulation Agent or any
other person acting in breach of the legal or regulatory
requirements of any such jurisdiction in connection with the
relevant Extraordinary Resolution.
(e) Its Ineligible Holder Instruction is made on the terms and
conditions set out in this Notice and therein.
(f) Its Ineligible Holder Instruction is being submitted in
compliance with the applicable laws or regulations of the
jurisdiction in which the Noteholder is located or in which it is
resident or located and no registration, approval or filing with
any regulatory authority of such jurisdiction is required in
connection with such Ineligible Holder Instruction.
(g) It holds and will hold, until the earlier of (i) the date on
which its Ineligible Holder Instruction is validly revoked, and
(ii) conclusion of the relevant Meeting or (if applicable) any
relevant adjourned Meeting, as the case may be, the Notes the
subject of the Ineligible Holder Instruction, in the relevant
Clearing System and in accordance with the requirements of the
relevant Clearing System and by the deadline required by the
relevant Clearing System, it has submitted, or has caused to be
submitted, an Ineligible Holder Instruction to the relevant
Clearing System, as the case may be, to authorise the blocking of
such Notes with effect on and from the date thereof so that no
transfers of such Notes may be effected until the occurrence of any
of the events listed in (i) or (ii) above.
(h) It acknowledges that none of the Issuer, the Trustee, the
Solicitation Agent, the Tabulation Agent and the Issuing and Paying
Agent or any of their respective affiliates, directors, officers,
employees, representatives or agents has made any recommendation as
to whether to vote on the relevant Extraordinary Resolution and it
represents that it has made its own decision with regard to the
relevant Extraordinary Resolution based on any independent legal,
financial, tax or other advice that it has deemed necessary to
seek.
(i) It acknowledges that all authority conferred or agreed to be
conferred pursuant to these acknowledgements, representations,
warranties and undertakings and every obligation of the Noteholder
offering to waive its right to vote on the relevant Extraordinary
Resolution shall to the extent permitted by applicable law be
binding upon the successors, assigns, heirs, executors, trustees in
bankruptcy and legal representatives of the Noteholder waiving its
right to vote on the relevant Extraordinary Resolution and shall
not be affected by, and shall survive, the death or incapacity of
the Noteholder waiving its right to vote on the relevant
Extraordinary Resolution, as the case may be.
(j) It acknowledges that the Notes have not been and will not be
registered under the Securities Act, or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered or sold in the United States or to, or for the account or
benefit of, U.S. persons, unless an exemption from the registration
requirements of the Securities Act is available (terms used in this
paragraph that are, unless otherwise specified, defined in
Regulation S under the Securities Act are used as defined in
Regulation S).
(k) The information given by or on behalf of such Noteholder in
the Ineligible Holder Instruction is true and will be true in all
respects at the time of the relevant Meeting (or any relevant
adjourned Meeting).
(l) No information has been provided to it by the Issuer,
Trustee, the Solicitation Agent or the Tabulation Agent, or any of
their respective affiliates, directors, officers, employees,
representatives or agents, with regard to the tax consequences for
Noteholders arising from the participation in any Meeting or the
implementation of any Extraordinary Resolution, and it acknowledges
that it is solely liable for any taxes and similar or related
payments imposed on it under the laws of any applicable
jurisdiction as a result of its submission of the Ineligible Holder
Instruction, and agrees that it will not and does not have any
right of recourse (whether by way of reimbursement, indemnity or
otherwise) against the Issuer, the Trustee, the Solicitation Agent
or the Tabulation Agent, or any of their respective affiliates,
directors, officers, employees, representatives or agents, or any
other person, in respect of such taxes and payments.
The representation set out in paragraph (b) above shall not be
sought or given at any time after such representation is first made
if and to the extent that it is or would be unenforceable by reason
of breach of (i) any provision of Council Regulation (EC) No
2271/1996 of 22 November 1996 (as amended) (or any law or
regulation implementing such Regulation in any member state of the
European Union) or (ii) Council Regulation (EC) No 2271/1996 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018.
If the relevant Ineligible Noteholder is unable to give any of
the representations and warranties described above, such Ineligible
Noteholder should contact the Tabulation Agent.
Each Ineligible Noteholder submitting an Ineligible Holder
Instruction in accordance with its terms shall have agreed to
indemnify the Issuer, the Solicitation Agent, the Tabulation Agent,
the Issuing and Paying Agent, the Trustee and each of their
respective affiliates, directors, officers, employees,
representatives or agents against all and any losses, costs, fees,
claims, liabilities, expenses, charges, actions or demands which
any of them may incur or which may be made against any of them as a
result of any breach of any of the terms of, or any of the
representations, warranties and/or undertakings given pursuant to,
such instruction by such Noteholder.
All questions as to the validity, form and eligibility
(including the time of receipt) of any Ineligible Holder
Instructions or revocation or revision thereof or delivery of
Ineligible Holder Instructions will be determined by the Issuer in
its sole discretion, which determination will be final and binding.
The Issuer reserves the absolute right to reject any and all
Ineligible Holder Instructions not in a form which is, in the
opinion of the Issuer, lawful. The Issuer also reserves the
absolute right to waive defects in Ineligible Holder Instructions
with regard to any Notes. None of the Issuer, the Solicitation
Agent, the Trustee, the Issuing and Paying Agent or the Tabulation
Agent shall be under any duty to give notice to Noteholders or
beneficial owners of Notes of any irregularities in Ineligible
Holder Instructions; nor shall any of them incur any liability for
failure to give notification of any material amendments to the
terms and conditions of the Consent Solicitations.
REQUIREMENTS OF U.S. SECURITIES LAWS
In the event the Extraordinary Resolution in respect of a Series
is passed and implemented, the Supplemental Trust Deed relating to
the relevant Series will contain a statement that, until the expiry
of the period of 40 days after the date of the relevant
Supplemental Trust Deed, sales of the Notes of the relevant Series
may not be made in the United States or to U.S. persons unless made
outside the United States pursuant to Rules 903 and 904 of
Regulation S under the Securities Act.
GENERAL INFORMATION
The attention of Noteholders is particularly drawn to the quorum
required for the Noteholders Meetings and for any adjourned Meeting
which is set out in paragraphs 1 , 2 , 3 , 4 and 5 of " Voting and
Quorum " below. Having regard to such requirements, Noteholders are
strongly urged either to attend (via teleconference) the relevant
Meeting or to take steps to be represented (via teleconference) at
the relevant Meeting (including by way of submitting a Consent
Instruction or Ineligible Holder Instruction) as soon as
possible.
Voting and Quorum
Noteholders who have submitted and not revoked a valid Consent
Instruction or Ineligible Holder Instruction in respect of the
relevant Extraordinary Resolution by 5.00 p.m. (London time) on 30
April 2021 (the "Expiration Deadline"), by which they will (i) (in
the case of Consent Instructions) have given instructions for the
appointment by the Issuing and Paying Agent of one or more
representatives of the Tabulation Agent as their proxy to vote in
the manner specified or identified in such Consent Instruction at
the relevant Meeting (or any adjourned such Meeting) or (ii) (in
the case of Ineligible Holder Instructions) waived such rights,
need take no further action to be represented at the relevant
Meeting (or any such adjourned such Meeting).
Noteholders who have not submitted, or who have submitted and
revoked, a Consent Instruction or Ineligible Holder Instruction in
respect of the relevant Extraordinary Resolution by the Expiration
Deadline should take note of the provisions set out below detailing
how such Noteholders can attend or take steps to be represented
(via teleconference) at the relevant Meeting (references to which,
for the purposes of such provisions, include, unless the context
otherwise requires, any adjourned such Meeting).
1. Subject as set out below, the provisions governing the
convening and holding of each Meeting are set out in Schedule 3
(Provisions for Meetings of Noteholders) to the relevant Trust
Deed, a copy of which is available for inspection by the
Noteholders during normal business hours at the specified offices
of the Issuing and Paying Agent on any weekday (public holidays
excepted).
All of the Notes of each Series are represented by a global Note
and are held by a common depositary for Euroclear and Clearstream,
Luxembourg. For the purpose of the Meetings, a "Direct Participant"
shall mean each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a
particular principal amount outstanding of the Notes.
Each person (a "beneficial owner") who is the owner of a
particular principal amount of the Notes through Euroclear,
Clearstream, Luxembourg or a Direct Participant, should note that a
beneficial owner will only be entitled to attend (via
teleconference) and vote at the relevant Meeting in accordance with
the procedures set out below and where a beneficial owner is not a
Direct Participant it will need to make the necessary arrangements,
either directly or with the intermediary through which it holds its
Notes, for the Direct Participant to complete these procedures on
its behalf by all applicable deadlines.
A Direct Participant or beneficial owner of Notes wishing to
attend (via teleconference) a Meeting in person must produce at the
Meeting a valid voting certificate or certificates issued by the
Issuing and Paying Agent relating to the Notes in respect of which
such Direct Participant or beneficial owner wishes to vote.
A Direct Participant not wishing to attend (via teleconference)
a Meeting in person may (or the beneficial owner of the relevant
Notes may arrange for the relevant Direct Participant on its behalf
to) give a voting instruction (by giving an electronic instruction
to block its Notes and to vote in respect of the relevant Meeting
to Euroclear or Clearstream, Luxembourg in accordance with the
procedures of Euroclear or Clearstream, Luxembourg, as applicable)
requiring the Issuing and Paying Agent to include the votes
attributable to its Notes in a block voting instruction issued by
the Issuing and Paying Agent for the relevant Meeting or any
adjourned such Meeting, and the Issuing Paying Agent shall appoint
a proxy to attend (via teleconference) and vote at the relevant
Meeting in accordance with such Direct Participant's instructions.
A Direct Participant holding Notes and not wishing to attend (via
teleconference) a Meeting in person may alternatively deliver its
valid voting certificate(s) to the person whom it wishes to attend
(via teleconference) the relevant Meeting on its behalf.
Beneficial owners or their Direct Participants must have made
arrangements to vote with the relevant Clearing System by not later
than 48 hours before the time fixed for the relevant Meeting (or
any adjourned such Meeting) and within the relevant time limit
specified by the relevant Clearing System (who may set a
significantly earlier deadline) and request or make arrangements
for the relevant Clearing System to block the Notes in the relevant
Direct Participant's account and to hold the same to the order or
under the control of the Issuing and Paying Agent.
Notes blocked as set out above will not be released until the
earlier of (i) the date on which the relevant electronic voting and
blocking instruction is validly revoked (including its automatic
revocation on the termination of the related Consent Solicitation);
(ii) the conclusion of the relevant Meeting (or, if applicable, any
adjourned such Meeting); and (iii) not less than 48 hours before
the time for which the relevant Meeting (or, if applicable, any
adjourned such Meeting) is convened, the notification in writing of
any revocation of a Direct Participant's previous instructions to
the relevant Paying Agent.
Noteholders should note that the timings and procedures set out
in this notice reflect the requirements for Noteholders' Meetings
set out in the relevant Trust Deed, but that the Clearing Systems
and the relevant intermediaries may have their own additional
requirements as to timings and procedures for voting on the
relevant Extraordinary Resolution. Accordingly, Noteholders wishing
to vote in respect of the relevant Extraordinary Resolution are
strongly urged either to contact their custodian (in the case of a
beneficial owner whose Notes are held in book-entry form by a
custodian) or the relevant Clearing System (in the case of a
Noteholder whose Notes are held in book-entry form directly in the
relevant Clearing System), as soon as possible.
In light of the ongoing developments in relation to coronavirus
(COVID-19), and current guidance issued by the UK government, it
may be impossible or inadvisable to hold the Meetings at a physical
location. Therefore, the Issuer has determined that the Meetings be
held electronically via teleconference rather than physically in
person and, in accordance with the provisions of the Trust Deeds,
has requested that the Trustee prescribe appropriate regulations
regarding the holding of the Meetings via teleconference. Each
Meeting will be held via teleconference using a platform hosted by
the chairman of the relevant Meeting to allow attendees to
participate electronically. Details for accessing the relevant
Meeting will be made available to proxies who have been duly
appointed under a block voting instruction and to holders of voting
certificates, in each case issued in accordance with the procedures
set out in this Notice. Any Noteholders who indicate to the
Tabulation Agent that they wish to participate electronically in,
or otherwise be represented on, the teleconference for the relevant
Meeting (rather than being represented by the Tabulation Agent
pursuant to a block voting instruction as described above) will be
provided with further details about attending (via teleconference)
the relevant Meeting.
All references in this Notice to attendance or voting "in
person" shall refer to the attendance or voting at the relevant
Meeting by way of the teleconference facility.
2. The quorum at any Meeting for passing the relevant
Extraordinary Resolution shall (subject as provided below) be one
or more persons present and holding or representing in the
aggregate not less than two-thirds of the principal amount of the
relevant Series for the time being outstanding (as defined in the
relevant Trust Deed). If a quorum is not present within 15 minutes
after the time fixed for a Meeting, the relevant Meeting will be
adjourned until such date, not less than 14 days nor more than 42
days later, and such time as may be appointed by the chairman of
the relevant Meeting and approved by the Trustee. In addition, if
the quorum required for, and the requisite majority of votes cast
at, the relevant Meeting is satisfied but the Eligibility Condition
in respect of such Meeting is not satisfied, the chairman of the
relevant Meeting will adjourn the relevant Meeting until such date,
not less than 14 days nor more than 42 days later, and such time as
may be appointed by the chairman of the Meeting and approved by the
Trustee. The relevant Extraordinary Resolution will then be
considered at an adjourned Meeting (notice of which will be given
to the Noteholders of the relevant Series). At any adjourned
Meeting, one or more persons present and holding or representing in
the aggregate not less than one-third of the principal amount of
the relevant Series for the time being outstanding shall (subject
as provided below) form a quorum and shall have the power to pass
the Extraordinary Resolution.
3. To be passed at the relevant Meeting, an Extraordinary
Resolution requires a majority in favour consisting of not less
than three-quarters of the votes cast at such Meeting.
The question submitted to the relevant Meeting shall be decided
in the first instance by a show of hands unless a poll is (before,
or on the declaration of the result of, the show of hands) demanded
by the chairman of the Meeting, the Issuer, the Trustee or by one
or more persons representing not less than 2 per cent. of the
principal amount of the relevant Series for the time being
outstanding.
At each Meeting, (A) on a show of hands every person who is
present in person (via teleconference) and who produces a voting
certificate or is a proxy or representative has one vote and (B) on
a poll every such person has one vote in respect of each GBP1 of
principal amount of Notes so represented by the voting certificate
so produced or for which he is a proxy or representative.
At any Meeting a declaration by the Chairman that a resolution
has or has not been passed shall be conclusive evidence of the fact
without proof of the number or proportion of the votes cast in
favour of or against such resolution.
4. The implementation of each Consent Solicitation and the
related Extraordinary Resolution will be conditional on:
(a) the passing of the relevant Extraordinary Resolution; and
(b) the quorum required for, and the requisite majority of votes
cast at, the relevant Meeting being satisfied by Eligible
Noteholders only, irrespective of any participation at the relevant
Meeting by Ineligible Noteholders (and would also have been so
satisfied if any Ineligible Noteholders who provide confirmation
only of their status as Ineligible Noteholders and waive their
right to attend (via teleconference) and vote (or be represented
(via teleconference)) at the relevant Meeting had actually
participated at such Meeting), including, if applicable, the
satisfaction of such condition at an adjourned Meeting (the
"Eligibility Condition"),
(together, the "Consent Conditions").
5. If passed, the Extraordinary Resolution passed at the Meeting
will be binding upon all the Noteholders of the relevant Series,
whether present or not at the relevant Meeting and whether or not
voting.
Documents Available for Inspection
Copies of items (a) to (d) below (together, the "Noteholder
Information") will be available from the date of this Notice, for
inspection during normal business hours at the specified offices of
the Issuing and Paying Agent on any weekday (public holidays
excepted) and on the website of the Tabulation Agent
(http://www.lucid-is.com/aviva).
(a) this Notice;
(b) the current drafts of each Supplemental Trust Deed as
referred to in the relevant Extraordinary Resolution set out above
(the "Supplemental Trust Deeds");
(c) the current drafts of each Amended and Restated Final Terms
as referred to in the relevant Extraordinary Resolution set out
above (the "Amended and Restated Final Terms"); and
(d) such other ancillary documents as may be approved by the
Trustee and/or such other relevant party as are necessary or
desirable to give effect to the Noteholder Proposal in full.
This Notice should be read in conjunction with the Noteholder
Information.
The Noteholder Information may be supplemented from time to
time. Existing Noteholders should note that each Supplemental Trust
Deed and each Amended and Restated Final Terms may be subject to
amendment (where such amendments are in line with the Proposed
Amendments) up until 7 days prior to the date fixed for the
relevant Meeting. Should such amendments be made, blacklined copies
(showing the changes from the originally available Supplemental
Trust Deeds or Amended and Restated Final Terms, as the case may
be) and clean versions will be available from the Tabulation Agent
(including on the website of the Tabulation Agent
(http://www.lucid-is.com/aviva)).
Existing Noteholders will be informed of any such amendments to
the Supplemental Trust Deeds or Amended and Restated Final Terms by
announcements released on the regulatory news service of the London
Stock Exchange.
CONTACT INFORMATION
Further information relating to the Proposed Amendments can be
obtained from the Solicitation Agent directly:
THE SOLICITATION AGENT
Lloyds Bank Corporate Markets plc
10 Gresham Street
London EC2V 7AE
United Kingdom
Attention: Liability Management Group
Telephone: +44 20 7158 1719 / 1726
Email: liability.management@lloydsbanking.com
The contact details for the Tabulation Agent, the Issuing and
Paying Agent and the Trustee are set out below:
THE TABULATION AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Owen Morris
Telephone: +44 20 7704 0880
Email: aviva@lucid-is.com
Website: www.lucid-is.com/aviva
THE TRUSTEE THE ISSUING AND PAYING AGENT
The Law Debenture Trust Corporation p.l.c. HSBC Bank plc
8th Floor 8 Canada Square
100 Bishopsgate London E14 5HQ
London EC2N 4AG United Kingdom
United Kingdom
Noteholders whose Notes are held by Euroclear or Clearstream,
Luxembourg should contact the Tabulation Agent at the address
details above for further information on the process for voting at
the Meeting.
ANNOUNCEMENTS
If the Issuer is required to make an announcement relating to
matters set out in this Notice, any such announcement will be made
in accordance with all applicable rules and regulations via notices
to the Clearing Systems for communication to Noteholders and an
announcement released on the regulatory news service of the London
Stock Exchange.
This Notice is given by:
AVIVA plc
Dated: 13 April 2021
Annex to the Notice of Noteholder Meetings
AMMENTS TO THE CONDITIONS IN RESPECT OF EACH SERIES
PART 1
2029/2049 NOTES
The following amendments will be made to the Final Terms for the
2029/2049 Notes, which complete the Conditions for the 2029/2049
Notes:
1. Paragraph 16(v) of the Final Terms for the 2029/2049 Notes
shall be deleted and replaced with the following:
(v) Manner in which the SONIA Linked Interest, as
Rate(s) of Interest is/are set out in Part A of the
to be determined: Annex to these Final Terms
2. Paragraph 16(vii) of the Final Terms for the 2029/2049 Notes
shall be deleted and replaced with the following:
(vii) Screen Rate Determination: Not Applicable
3. The following wording shall be included as a new Paragraph
16(xiii) of the Final Terms for the 2029/2049 Notes:
(xiii) Fall back provisions Applicable, as set out in
relating to the method of Part B of the Annex to these
calculating interest on Final Terms
Fixed to Floating Rate Notes, The words "Subject to Condition
if different from those 4(c)(iv)" shall be deemed
set out in the Conditions: to be included at the beginning
of the existing Condition
4(c)(iii)(B)(x)
4. The following wording shall be included as a new Annex to the
Final Terms for the 2029/2049 Notes:
" Part A
1. Amendment to Condition 4(c)(iii)
For the purpose of the Notes, the opening paragraph of Condition
4(c)(iii) shall be deleted in its entirety and replaced with the
following wording:
"The Rate of Interest in respect of Floating Rate Notes and,
from and including the Fixed Rate End Date, Fixed to Floating Rate
Notes for each Interest Accrual Period shall be determined in the
manner specified hereon and the provisions below relating to ISDA
Determination, Screen Rate Determination or Rate of Interest for
SONIA Linked Interest Notes shall apply, depending upon which is
specified hereon."
2. Insertion of new Condition 4(c)(iii)(C)
For the purposes of the Notes, the following wording shall be
deemed to be included in the Conditions as a new Condition
4(c)(iii)(C):
"(C) Rate of Interest for SONIA Linked Interest Notes
Where SONIA Linked Interest is specified hereon as the manner in
which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Accrual Period beginning on or after the
Fixed Rate End Date will, subject to the provisions of Condition
4(c)(iv), and as provided below, be the aggregate of:
(1) Compounded Daily SONIA for the relevant Interest Accrual Period;
(2) the Reference Rate Adjustment; and
(3) the Margin,
all as determined by the Calculation Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the Final Terms) on the Interest Determination Date
(as defined in this Condition 4(c)(iii)(C)) for such Interest
Accrual Period.
For the purposes of this Condition 4(c)(iii)(C):
"Compounded Daily SONIA" means with respect to an Interest
Accrual Period, the rate of return of a daily compound interest
investment during the Observation Period corresponding to such
Interest Accrual Period (with the daily Sterling overnight
reference rate as reference rate for the calculation of interest)
and will be calculated by the Calculation Agent (or such other
party responsible for the calculation of the Rate of Interest, as
specified in the Final Terms) on the relevant Interest
Determination Date, as follows, and the resulting percentage will
be rounded, if necessary, to the fifth decimal place, with 0.000005
being rounded upwards:
Where:
"d" means the number of calendar days in the relevant Interest
Accrual Period;
"d(0) " means the number of London Business Days in the relevant
Interest Accrual Period;
"i" means a series of whole numbers from one to d0, each
representing the relevant London Business Days in chronological
order from, and including, the first London Business Day in the
relevant Interest Accrual Period;
"Interest Determination Date" means, in respect of any Interest
Accrual Period, the day falling five London Business Days prior to
the relevant Interest Payment Date;
"London Business Day" or "LBD" means a day (other than a
Saturday or Sunday) on which commercial banks are open for general
business (including dealings in foreign exchange and foreign
currency deposits) in London;
"n(i) " means, in relation to any London Business Day "i", the
number of calendar days from and including such London Business Day
"i" up to, but excluding, the following London Business Day;
"Observation Period" means, in respect of the relevant Interest
Accrual Period, the period from, and including, the date falling
"p" London Business Days prior to the first day of the relevant
Interest Accrual Period (and the first Interest Accrual Period
shall begin on and include the Fixed Rate End Date) and ending on,
but excluding, the date falling "p" London Business Days prior to
the Interest Payment Date for such Interest Accrual Period (or the
date falling "p" London Business Days prior to such earlier date,
if any, on which the Notes become due and payable);
"p" means five London Business Days;
"Reference Rate Adjustment" means [ l ] [3] per cent.;
"Relevant Screen Page" means Reuters Screen SONIA page (or any
replacement thereof);
the "SONIA reference rate", in respect of any London Business
Day, is a reference rate equal to the daily Sterling Overnight
Index Average ("SONIA") rate for such London Business Day as
provided by the administrator of SONIA to authorised distributors
and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors (on the London Business Day immediately
following such London Business Day); and
"SONIA(i-pLBD) " means, in respect of any London Business Day
"i" falling in the relevant Interest Accrual Period, the SONIA
reference rate for the London Business Day falling "p" London
Business Days prior to the relevant London Business Day "i".
Subject to the provisions of Condition 4(c)(iv), if, in respect
of any London Business Day in the relevant Observation Period, the
Calculation Agent (or such other party responsible for the
calculation of the Rate of Interest, as specified in the Final
Terms) determines that the SONIA reference rate is not available on
the Relevant Screen Page or has not otherwise been published by the
relevant authorised distributors, such SONIA reference rate shall
be:
(x) the Bank of England's Bank Rate (the "Bank of England Base
Rate") prevailing at 5:00 p.m. (or, if earlier, close of business)
on the relevant London Business Day; plus
(y) the mean of the spread of the SONIA reference rate to the
Bank of England Base Rate over the previous five London Business
Days on which a SONIA reference rate has been published, excluding
the highest spread (or, if there is more than one highest spread,
one only of those highest spreads) and lowest spread (or, if there
is more than one lowest spread, one only of those lowest
spreads).
Subject to the provisions of Condition 4(c)(iv), if the Rate of
Interest cannot be determined in accordance with paragraphs (x) and
(y) by the Calculation Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the Final
Terms), the Rate of Interest shall be:
(I) that determined as at the Interest Determination Date for
the last preceding Interest Accrual Period; or
(II) if there is no such preceding Interest Determination Date,
the sum of (A) 4.487 per cent. per annum and (B) 1.00 per cent. per
annum, with such sum being converted from a semi-annual to a
quarterly basis by the Calculation Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the applicable Final Terms) in accordance with the
instructions of the Issuer, rounded to the nearest 0.001 per cent.,
with 0.0005 per cent. being rounded upwards (which instructions
from the Issuer shall (in the absence of manifest error) be final
and binding upon all parties).
If the Notes become due and payable in accordance with Condition
10, the final Interest Determination Date shall, notwithstanding
any Interest Determination Date specified in the Final Terms or in
this Condition 4(c)(iii)(C), be deemed to be the date on which such
Notes become due and payable and the Rate of Interest on the Notes
shall, for so long as any of the Notes remain outstanding, be
determined on such date and as if (solely for the purpose of such
interest determination) the relevant Interest Accrual Period had
been shortened accordingly."
Part B
1. Insertion of new Condition 4(c)(iv)
For the purposes of the Notes, the following wording shall be
deemed to be included in the Conditions as a new Condition
4(c)(iv):
"(iv) Benchmark Discontinuation
If a Benchmark Event occurs in relation to an Original Reference
Rate when any Rate of Interest (or any component part thereof)
remains to be determined by reference to such Original Reference
Rate, then the following provisions shall apply to the Notes:
(1) The Issuer shall use its best efforts to appoint an
Independent Adviser, at the Issuer's own expense and as soon as
reasonably practicable, to determine a Successor Reference Rate or,
if such Independent Adviser is unable so to determine a Successor
Reference Rate, an Alternative Reference Rate and, in each case, an
Adjustment Spread (if any) and any Benchmark Amendments (in any
such case, acting in good faith and in a commercially reasonable
manner) for the purposes of determining all future payments of
interest on the Notes (subject to the subsequent further operation
of this Condition 4(c)(iv)).
(2) An Independent Adviser appointed pursuant to this Condition
4(c)(iv) shall act in good faith and in a commercially reasonable
manner as an expert. In the absence of bad faith or fraud, the
Independent Adviser shall have no liability whatsoever to the
Issuer, the Trustee, the Paying Agents, the Noteholders or the
Couponholders for any determination made by it pursuant to this
Condition 4(c)(iv).
(3) If the relevant Independent Adviser (acting in good faith
and in a commercially reasonable manner), no later than five
Business Days prior to the Interest Determination Date relating to
the next Interest Period (the "IA Determination Cut-off Date"),
determines:
(i) there is a Successor Reference Rate, then such Successor
Reference Rate shall (subject to any applicable Adjustment Spread)
subsequently be used in place of the Original Reference Rate to
determine the Rate of Interest (or the relevant component part
thereof) for all relevant future payments of interest on the Notes
(subject to the subsequent further operation of this Condition
4(c)(iv)); or
(ii) there is no Successor Reference Rate but that there is an
Alternative Reference Rate, then such Alternative Reference Rate
shall (subject to any applicable Adjustment Spread) subsequently be
used in place of the Original Reference Rate to determine the Rate
of Interest (or the relevant component part thereof) for all
relevant future payments of interest on the Notes (subject to the
subsequent further operation of this Condition 4(c)(iv)).
(4) If the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by the Issuer in accordance
with paragraph (1) of this Condition 4(c)(iv) fails to determine a
Successor Reference Rate or an Alternative Reference Rate and, in
each case, an Adjustment Spread (if any) prior to the relevant IA
Determination Cut-off Date, then the Issuer (acting in good faith
and in a commercially reasonable manner), no later than three
Business Days prior to the Interest Determination Date relating to
the next Interest Period (the "Issuer Determination Cut-off Date"),
may determine a Successor Reference Rate or, if the Issuer fails so
to determine a Successor Reference Rate, an Alternative Reference
Rate (as applicable) and, in each case, an Adjustment Spread (if
any) and/or any Benchmark Amendments (with the relevant provisions
in this Condition 4(c)(iv) applying mutatis mutandis to allow such
determination to be made by the Issuer without consultation with an
Independent Adviser) (in any such case, acting in good faith and in
a commercially reasonable manner) for the purposes of determining
the Rate of Interest (or the relevant component part thereof) for
all relevant future payments of interest on the Notes (subject to
the subsequent further operation of this Condition 4(c)(iv)).
(5) If the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by the Issuer in accordance
with paragraph (1) of this Condition 4(c)(iv) fails to determine a
Successor Reference Rate or an Alternative Reference Rate prior to
the relevant IA Determination Cut-off Date, and subsequently the
Issuer fails to determine a Successor Reference Rate or an
Alternative Reference Rate and, in each case, an Adjustment Spread
(if any) and/or any Benchmark Amendments in accordance with
paragraph (4) of this Condition 4(c)(iv) prior to the Issuer
Determination Cut-off Date, the Rate of Interest applicable to the
next succeeding Interest Period shall be equal to the Rate of
Interest determined as at the Interest Determination Date for the
last preceding Interest Period or, in the case of the first
Interest Determination Date, the Rate of Interest shall be the sum
of (A) 4.487 per cent. per annum and (B) 1.00 per cent. per annum,
with such sum being converted from a semi-annual to a quarterly
basis by the Calculation Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the
applicable Final Terms) in accordance with the instructions of the
Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per
cent. being rounded upwards (which instructions from the Issuer
shall (in the absence of manifest error) be final and binding upon
all parties). This paragraph shall apply to the relevant Interest
Period only. Any subsequent Interest Period(s) shall be subject to
the subsequent operation of, and to adjustment as provided in, this
Condition 4(c)(iv).
(6) If the relevant Independent Adviser or the Issuer (as
applicable) determines that an Adjustment Spread is required to be
applied to the Successor Reference Rate or Alternative Reference
Rate (as applicable) and determines the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then such
Adjustment Spread shall be applied to such Successor Reference Rate
or Alternative Reference Rate (as applicable). For the avoidance of
doubt, if the relevant Independent Adviser or the Issuer (as
applicable) is unable to (i) determine whether an Adjustment Spread
is required or (ii) calculate such Adjustment Spread, then the Rate
of Interest applicable to the next succeeding Interest Period shall
be equal to the Rate of Interest determined as at the Interest
Determination Date for the last preceding Interest Period or, in
the case of the first Interest Determination Date, the Rate of
Interest shall be the sum of (A) 4.487 per cent. per annum and (B)
1.00 per cent. per annum, with such sum being converted from a
semi-annual to a quarterly basis by the Calculation Agent (or such
other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final Terms) in accordance
with the instructions of the Issuer, rounded to the nearest 0.001
per cent., with 0.0005 per cent. being rounded upwards (which
instructions from the Issuer shall (in the absence of manifest
error) be final and binding upon all parties).
(7) Without prejudice to the definitions thereof, for the
purposes of determining a Successor Reference Rate, Alternative
Reference Rate or an Adjustment Spread (if any), the Independent
Adviser or the Issuer (as applicable) will take into account
relevant and applicable market precedents as well as any published
guidance from relevant associations involved in the establishment
of market standards and/or protocols in the international debt
capital markets and such other materials as the Issuer (as
applicable), in its sole discretion, considers appropriate.
(8) Promptly following the determination of any Successor
Reference Rate or Alternative Reference Rate (as applicable) as
described in this Condition 4(c)(iv), the Issuer shall give notice
thereof and of any Adjustment Spread (and the effective date(s)
thereof) pursuant to this Condition 4(c)(iv) to the Trustee, the
Issuing and Paying Agent, the Calculation Agent and the
Noteholders. Such notice shall be irrevocable and shall specify the
effective date of the Benchmark Amendments, if any.
(9) The Trustee and the Issuing and Paying Agent shall, at the
direction and expense of the Issuer, be obliged to effect such
waivers and consequential amendments to the Trust Deed, the Agency
Agreement, these Conditions and any other document as may be
required to give effect to any application of this Condition
4(c)(iv) (such amendments, the "Benchmark Amendments"), including,
but not limited to:
(i) changes to these Conditions which the relevant Independent
Adviser or the Issuer (as applicable) determines may be required in
order to follow market practice (determined according to factors
including, but not limited to, public statements, opinions and
publications of industry bodies and organisations) in relation to
such Successor Reference Rate or Alternative Reference Rate (as
applicable), including, but not limited to (A) the relevant
Additional Business Centre(s), Business Day, Business Day
Convention, Day Count Fraction, Interest Determination Date,
Additional Financial Centre(s), and/or Relevant Screen Page
applicable to the Notes and (B) the method for determining the
fallback to the Rate of Interest in relation to the Notes if such
Successor Reference Rate or Alternative Reference Rate (as
applicable) is not available; and
(ii) any other changes which the relevant Independent Adviser or
the Issuer (as applicable) determines are reasonably necessary to
ensure the proper operation and comparability to the Original
Reference Rate of such Successor Reference Rate or Alternative
Reference Rate (as applicable).
Prior to any such waivers and/or consequential amendments taking
effect, the Issuer shall provide a certificate signed by two
Directors or other Authorised Signatories (as defined in the Trust
Deed) of the Issuer to the Trustee and the Issuing and Paying Agent
(i) confirming that a Benchmark Event has occurred and (ii) that
such waivers and/or Benchmark Amendments are required to give
effect to any application of this Condition 4(c)(iv) and the
Trustee and the Issuing and Paying Agent shall be entitled to rely
on such certificate without further enquiry or liability to any
person. For the avoidance of doubt, the Trustee shall not be liable
to the Noteholders or any other person for so acting or relying,
irrespective of whether any such modification is or may be
materially prejudicial to the interests of any such person. Such
changes shall apply to all future payments of interest on the Notes
(subject to the subsequent further operation of this Condition
4(c)(iv)).
The Trustee shall not be obliged to agree to any modification if
in the sole opinion of the Trustee doing so would impose more
onerous obligations upon it or expose it to any additional duties,
responsibilities or liabilities or reduce rights and/or the
protective provisions afforded to the Trustee in these Conditions
or the Trust Deed.
No consent of the Noteholders shall be required in connection
with effecting the relevant Successor Reference Rate or Alternative
Reference Rate as described in this Condition 4(c)(iv) or such
other relevant adjustments pursuant to this Condition 4(c)(iv), or
any Adjustment Spread, including for the execution of, or amendment
to, any documents (including, inter alia, by the execution of a
deed supplemental to or amending the Trust Deed) or the taking of
other steps by the Issuer or any of the parties to the Trust Deed
and/or the Agency Agreement (if required).
Notwithstanding any other provision of this Condition 4(c)(iv)
no Successor Reference Rate or Alternative Reference Rate will be
adopted, nor will the applicable Adjustment Spread be applied, nor
will any Benchmark Amendments be made if and to the extent that, in
the sole determination of the Issuer, the same could reasonably be
expected to prejudice the qualification of the Notes as Tier 2
Capital of the Issuer or of the Group, eligible liabilities or loss
absorbing capacity instruments for the purposes of the Relevant
Rules.
Notwithstanding any other provision of this Condition 4(c)(iv),
no Successor Rate or Alternative Rate will be adopted, nor will the
applicable Adjustment Spread be applied, nor will any Benchmark
Amendments be made, if and to the extent that, in the determination
of the Issuer, the same could reasonably be expected to cause a
Capital Disqualification Event or a Rating Methodology Event to
occur."
2. Amendment to Condition 4(h)
For the purposes of the Notes, the following additional
definitions shall be deemed to be included in alphabetical order in
Condition 4(h):
"Adjustment Spread" means either a spread (which may be
positive, negative or zero) or formula or methodology for
calculating a spread in either case, which the Independent Adviser,
or the Issuer (as applicable) determines, is required to be applied
to a Successor Reference Rate or an Alternative Reference Rate (as
applicable) in order to reduce or eliminate, to the extent
reasonably practicable in the circumstances, any economic prejudice
or benefit (as applicable) to Noteholders and Couponholders as a
result of the replacement of the Original Reference Rate with such
Successor Reference Rate or Alternative Reference Rate (as
applicable) and is the spread, formula or methodology which:
(i) in the case of a Successor Reference Rate, is formally
recommended in relation to the replacement of the Original
Reference Rate with such Successor Reference Rate by any Relevant
Nominating Body; or
(ii) in the case of a Successor Reference Rate for which no such
recommendation has been made or in the case of an Alternative
Reference Rate, the Independent Adviser or the Issuer (as
applicable) determines, is customarily applied to the relevant
Successor Reference Rate or the Alternative Reference Rate (as the
case may be) in international debt capital markets transactions to
produce an industry-accepted replacement rate for the Original
Reference Rate; or
(iii) in the case that the Independent Adviser or the Issuer (as
applicable) determines that no such spread is customarily applied,
the relevant Independent Adviser or the Issuer (as applicable)
determines is recognised or acknowledged as being in customary
market usage in international debt capital markets transactions
which reference the Original Reference Rate, where such rate has
been replaced by such Successor Reference Rate or Alternative
Reference Rate (as applicable); or
(iv) if the Independent Adviser or the Issuer (as applicable)
determines that no such industry standard is recognised or
acknowledged, the Independent Adviser or the Issuer (as applicable)
(acting in good faith and in a commercially reasonable manner),
determines to be appropriate.
"Alternative Reference Rate" means an alternative benchmark or
screen rate which the relevant Independent Adviser or the Issuer
(as applicable) determines in accordance with Condition 4(c)(iv) is
customarily applied in the international debt capital markets for
the purposes of determining floating rates of interest in respect
of notes denominated in the Specified Currency and of a comparable
duration to the relevant Interest Period, and which, in the
circumstances contemplated in limb (vii) of the definition of
Benchmark Event shall be deemed to be the New Reference Rate.
"Benchmark Event" means:
(i) the Original Reference Rate ceasing to be published for a
period of at least 5 Business Days or ceasing to exist; or
(ii) a public statement by the administrator of the Original
Reference Rate that it has ceased or that it will cease publishing
the Original Reference Rate permanently or indefinitely (in
circumstances where no successor administrator has been appointed
that will continue publication of the Original Reference Rate);
or
(iii) a public statement by the supervisor of the administrator
of the Original Reference Rate, that the Original Reference Rate
has been or will be permanently or indefinitely discontinued;
or
(iv) a public statement by the supervisor of the administrator
of the Original Reference Rate, as a consequence of which the
Original Reference Rate will be prohibited from being used either
generally, or in respect of the Notes; or
(v) it has become unlawful for any Paying Agent, the Calculation
Agent, the Issuer or other party to calculate any payments due to
be made to any Noteholder using the Original Reference Rate; or
(vi) a public statement or publication of information by the
supervisor of the administrator of the Original Reference Rate that
the supervisor has determined that the Original Reference Rate is
no longer, or as of a specified future date will no longer be,
representative of its relevant underlying market; or
(vii) the Issuer determines in consultation with a bank of
international standing selected by the Issuer in its sole
discretion that there has taken place (or will otherwise take
place, prior to the next following Interest Determination Date) a
change in customary market practice in the international debt
capital markets applicable generally to floating rate notes
denominated in the Specified Currency (determined according to
factors including, but not limited to, those in (i) to (vi) of this
definition and public statements, opinions and publications of
industry bodies and organisations) to refer to a base rate (the
"New Reference Rate") other than the Original Reference Rate
specified in the applicable Final Terms, despite the continued
existence of such Original Reference Rate, when any Rate of
Interest (or any component part thereof) remains to be determined
by reference to the Original Reference Rate.
"FSB" means the Financial Stability Board.
"Independent Adviser" means an independent financial institution
of international repute or other independent financial adviser
experienced in the international debt capital markets.
"Original Reference Rate" means the originally specified
reference rate (being SONIA) used to determine the Rate of Interest
(or any component part thereof) for the relevant period, as
specified hereon.
"Relevant Nominating Body" means, in respect of any Original
Reference Rate:
(i) the central bank for the currency to which such Original
Reference Rate relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of
such Original Reference Rate; or
(ii) any working group or committee established, approved or
sponsored by, chaired or co-chaired by or constituted at the
request of (a) the central bank for the currency to which such
Original Reference Rate relates, (b) any central bank or other
supervisory authority which is responsible for supervising the
administrator of such Original Reference Rate, (c) a group of the
aforementioned central banks or other supervisory authorities or
(d) the FSB or any part thereof.
"Successor Reference Rate" means the rate which has been
formally published, endorsed, approved, recommended or recognised
as a successor or replacement to the relevant Original Reference
Rate by any Relevant Nominating Body.
3. Amendment to Condition 11(a)
For the purposes of the Notes, the following paragraph shall be
deemed to be included at the end of Condition 11(a):
"The consent or approval of the Noteholders and the
Couponholders shall not be required in the case of amendments to
the Conditions pursuant to Condition 4(c)(iv) to vary the method or
basis of calculating the rate or rates or amount of interest or the
basis for calculating any Interest Amount in respect of the Notes
or for any other variation of these Conditions and/or the Trust
Deed required to be made in the circumstances described in
Condition 4(c)(iv), where the Issuer has delivered to the Trustee a
certificate pursuant to Condition 4(c)(iv)(9)." "
PART 2
2030/2050 NOTES
The following amendments will be made to the Final Terms for the
2030/2050 Notes, which complete the Conditions for the 2030/2050
Notes:
1. Paragraph 16(v) of the Final Terms for the 2030/2050 Notes
shall be deleted and replaced with the following:
(v) Manner in which the SONIA Linked Interest, as
Rate(s) of Interest is/are set out in Part A of the
to be determined: Annex to these Final Terms
2. Paragraph 16(vii) of the Final Terms for the 2030/2050 Notes
shall be deleted and replaced with the following:
(vii) Screen Rate Determination: Not Applicable
3. The following wording shall be included as a new Paragraph
16(xiii) of the Final Terms for the 2030/2050 Notes:
(xiii) Fall back provisions Applicable, as set out in
relating to the method of Part B of the Annex to these
calculating interest on Final Terms
Fixed to Floating Rate Notes, The words "Subject to Condition
if different from those 4(c)(iv)" shall be deemed
set out in the Conditions: to be included at the beginning
of the existing Condition
4(c)(iii)(B)(x)
4. The following wording shall be included as a new Annex to the
Final Terms for the 2029/2049 Notes:
" Part A
1. Amendment to Condition 4(c)(iii)
For the purpose of the Notes, the opening paragraph of Condition
4(c)(iii) shall be deleted in its entirety and replaced with the
following wording:
"The Rate of Interest in respect of Floating Rate Notes and,
from and including the Fixed Rate End Date, Fixed to Floating Rate
Notes for each Interest Accrual Period shall be determined in the
manner specified hereon and the provisions below relating to ISDA
Determination, Screen Rate Determination or Rate of Interest for
SONIA Linked Interest Notes shall apply, depending upon which is
specified hereon."
2. Insertion of new Condition 4(c)(iii)(C)
For the purposes of the Notes, the following wording shall be
deemed to be included in the Conditions as a new Condition
4(c)(iii)(C):
"(C) Rate of Interest for SONIA Linked Interest Notes
Where SONIA Linked Interest is specified hereon as the manner in
which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Accrual Period beginning on or after the
Fixed Rate End Date will, subject to the provisions of Condition
4(c)(iv), and as provided below, be the aggregate of:
(1) Compounded Daily SONIA for the relevant Interest Accrual Period;
(2) the Reference Rate Adjustment; and
(3) the Margin,
all as determined by the Calculation Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the Final Terms) on the Interest Determination Date
(as defined in this Condition 4(c)(iii)(C)) for such Interest
Accrual Period.
For the purposes of this Condition 4(c)(iii)(C):
"Compounded Daily SONIA" means with respect to an Interest
Accrual Period, the rate of return of a daily compound interest
investment during the Observation Period corresponding to such
Interest Accrual Period (with the daily Sterling overnight
reference rate as reference rate for the calculation of interest)
and will be calculated by the Calculation Agent (or such other
party responsible for the calculation of the Rate of Interest, as
specified in the Final Terms) on the relevant Interest
Determination Date, as follows, and the resulting percentage will
be rounded, if necessary, to the fifth decimal place, with 0.000005
being rounded upwards:
Where:
"d" means the number of calendar days in the relevant Interest
Accrual Period;
"d(0) " means the number of London Business Days in the relevant
Interest Accrual Period;
"i" means a series of whole numbers from one to d0, each
representing the relevant London Business Days in chronological
order from, and including, the first London Business Day in the
relevant Interest Accrual Period;
"Interest Determination Date" means, in respect of any Interest
Accrual Period, the day falling five London Business Days prior to
the relevant Interest Payment Date;
"London Business Day" or "LBD" means a day (other than a
Saturday or Sunday) on which commercial banks are open for general
business (including dealings in foreign exchange and foreign
currency deposits) in London;
"n(i) " means, in relation to any London Business Day "i", the
number of calendar days from and including such London Business Day
"i" up to, but excluding, the following London Business Day;
"Observation Period" means, in respect of the relevant Interest
Accrual Period, the period from, and including, the date falling
"p" London Business Days prior to the first day of the relevant
Interest Accrual Period (and the first Interest Accrual Period
shall begin on and include the Fixed Rate End Date) and ending on,
but excluding, the date falling "p" London Business Days prior to
the Interest Payment Date for such Interest Accrual Period (or the
date falling "p" London Business Days prior to such earlier date,
if any, on which the Notes become due and payable);
"p" means five London Business Days;
"Reference Rate Adjustment" means [ l ] [4] per cent.;
"Relevant Screen Page" means Reuters Screen SONIA page (or any
replacement thereof);
the "SONIA reference rate", in respect of any London Business
Day, is a reference rate equal to the daily Sterling Overnight
Index Average ("SONIA") rate for such London Business Day as
provided by the administrator of SONIA to authorised distributors
and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors (on the London Business Day immediately
following such London Business Day); and
"SONIA(i-pLBD) " means, in respect of any London Business Day
"i" falling in the relevant Interest Accrual Period, the SONIA
reference rate for the London Business Day falling "p" London
Business Days prior to the relevant London Business Day "i".
Subject to the provisions of Condition 4(c)(iv), if, in respect
of any London Business Day in the relevant Observation Period, the
Calculation Agent (or such other party responsible for the
calculation of the Rate of Interest, as specified in the Final
Terms) determines that the SONIA reference rate is not available on
the Relevant Screen Page or has not otherwise been published by the
relevant authorised distributors, such SONIA reference rate shall
be:
(x) the Bank of England's Bank Rate (the "Bank of England Base
Rate") prevailing at 5:00 p.m. (or, if earlier, close of business)
on the relevant London Business Day; plus
(y) the mean of the spread of the SONIA reference rate to the
Bank of England Base Rate over the previous five London Business
Days on which a SONIA reference rate has been published, excluding
the highest spread (or, if there is more than one highest spread,
one only of those highest spreads) and lowest spread (or, if there
is more than one lowest spread, one only of those lowest
spreads).
Subject to the provisions of Condition 4(c)(iv), if the Rate of
Interest cannot be determined in accordance with paragraphs (x) and
(y) by the Calculation Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the Final
Terms), the Rate of Interest shall be:
(I) that determined as at the Interest Determination Date for
the last preceding Interest Accrual Period; or
(II) if there is no such preceding Interest Determination Date,
the sum of (A) 5.145 per cent. per annum and (B) 1.00 per cent. per
annum, with such sum being converted from a semi-annual to a
quarterly basis by the Calculation Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the applicable Final Terms) in accordance with the
instructions of the Issuer, rounded to the nearest 0.001 per cent.,
with 0.0005 per cent. being rounded upwards (which instructions
from the Issuer shall (in the absence of manifest error) be final
and binding upon all parties).
If the Notes become due and payable in accordance with Condition
10, the final Interest Determination Date shall, notwithstanding
any Interest Determination Date specified in the Final Terms or in
this Condition 4(c)(iii)(C), be deemed to be the date on which such
Notes become due and payable and the Rate of Interest on the Notes
shall, for so long as any of the Notes remain outstanding, be
determined on such date and as if (solely for the purpose of such
interest determination) the relevant Interest Accrual Period had
been shortened accordingly."
Part B
1. Insertion of new Condition 4(c)(iv)
For the purposes of the Notes, the following wording shall be
deemed to be included in the Conditions as a new Condition
4(c)(iv):
"(iv) Benchmark Discontinuation
If a Benchmark Event occurs in relation to an Original Reference
Rate when any Rate of Interest (or any component part thereof)
remains to be determined by reference to such Original Reference
Rate, then the following provisions shall apply to the Notes:
(1) The Issuer shall use its best efforts to appoint an
Independent Adviser, at the Issuer's own expense and as soon as
reasonably practicable, to determine a Successor Reference Rate or,
if such Independent Adviser is unable so to determine a Successor
Reference Rate, an Alternative Reference Rate and, in each case, an
Adjustment Spread (if any) and any Benchmark Amendments (in any
such case, acting in good faith and in a commercially reasonable
manner) for the purposes of determining all future payments of
interest on the Notes (subject to the subsequent further operation
of this Condition 4(c)(iv)).
(2) An Independent Adviser appointed pursuant to this Condition
4(c)(iv) shall act in good faith and in a commercially reasonable
manner as an expert. In the absence of bad faith or fraud, the
Independent Adviser shall have no liability whatsoever to the
Issuer, the Trustee, the Paying Agents, the Noteholders or the
Couponholders for any determination made by it pursuant to this
Condition 4(c)(iv).
(3) If the relevant Independent Adviser (acting in good faith
and in a commercially reasonable manner), no later than five
Business Days prior to the Interest Determination Date relating to
the next Interest Period (the "IA Determination Cut-off Date"),
determines:
(i) there is a Successor Reference Rate, then such Successor
Reference Rate shall (subject to any applicable Adjustment Spread)
subsequently be used in place of the Original Reference Rate to
determine the Rate of Interest (or the relevant component part
thereof) for all relevant future payments of interest on the Notes
(subject to the subsequent further operation of this Condition
4(c)(iv)); or
(ii) there is no Successor Reference Rate but that there is an
Alternative Reference Rate, then such Alternative Reference Rate
shall (subject to any applicable Adjustment Spread) subsequently be
used in place of the Original Reference Rate to determine the Rate
of Interest (or the relevant component part thereof) for all
relevant future payments of interest on the Notes (subject to the
subsequent further operation of this Condition 4(c)(iv)).
(4) If the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by the Issuer in accordance
with paragraph (1) of this Condition 4(c)(iv) fails to determine a
Successor Reference Rate or an Alternative Reference Rate and, in
each case, an Adjustment Spread (if any) prior to the relevant IA
Determination Cut-off Date, then the Issuer (acting in good faith
and in a commercially reasonable manner), no later than three
Business Days prior to the Interest Determination Date relating to
the next Interest Period (the "Issuer Determination Cut-off Date"),
may determine a Successor Reference Rate or, if the Issuer fails so
to determine a Successor Reference Rate, an Alternative Reference
Rate (as applicable) and, in each case, an Adjustment Spread (if
any) and/or any Benchmark Amendments (with the relevant provisions
in this Condition 4(c)(iv) applying mutatis mutandis to allow such
determination to be made by the Issuer without consultation with an
Independent Adviser) (in any such case, acting in good faith and in
a commercially reasonable manner) for the purposes of determining
the Rate of Interest (or the relevant component part thereof) for
all relevant future payments of interest on the Notes (subject to
the subsequent further operation of this Condition 4(c)(iv)).
(5) If the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by the Issuer in accordance
with paragraph (1) of this Condition 4(c)(iv) fails to determine a
Successor Reference Rate or an Alternative Reference Rate prior to
the relevant IA Determination Cut-off Date, and subsequently the
Issuer fails to determine a Successor Reference Rate or an
Alternative Reference Rate and, in each case, an Adjustment Spread
(if any) and/or any Benchmark Amendments in accordance with
paragraph (4) of this Condition 4(c)(iv) prior to the Issuer
Determination Cut-off Date, the Rate of Interest applicable to the
next succeeding Interest Period shall be equal to the Rate of
Interest determined as at the Interest Determination Date for the
last preceding Interest Period or, in the case of the first
Interest Determination Date, the Rate of Interest shall be the sum
of (A) 5.145 per cent. per annum and (B) 1.00 per cent. per annum,
with such sum being converted from a semi-annual to a quarterly
basis by the Calculation Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the
applicable Final Terms) in accordance with the instructions of the
Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per
cent. being rounded upwards (which instructions from the Issuer
shall (in the absence of manifest error) be final and binding upon
all parties). This paragraph shall apply to the relevant Interest
Period only. Any subsequent Interest Period(s) shall be subject to
the subsequent operation of, and to adjustment as provided in, this
Condition 4(c)(iv).
(6) If the relevant Independent Adviser or the Issuer (as
applicable) determines that an Adjustment Spread is required to be
applied to the Successor Reference Rate or Alternative Reference
Rate (as applicable) and determines the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then such
Adjustment Spread shall be applied to such Successor Reference Rate
or Alternative Reference Rate (as applicable). For the avoidance of
doubt, if the relevant Independent Adviser or the Issuer (as
applicable) is unable to (i) determine whether an Adjustment Spread
is required or (ii) calculate such Adjustment Spread, then the Rate
of Interest applicable to the next succeeding Interest Period shall
be equal to the Rate of Interest determined as at the Interest
Determination Date for the last preceding Interest Period or, in
the case of the first Interest Determination Date, the Rate of
Interest shall be the sum of (A) 5.145 per cent. per annum and (B)
1.00 per cent. per annum, with such sum being converted from a
semi-annual to a quarterly basis by the Calculation Agent (or such
other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final Terms) in accordance
with the instructions of the Issuer, rounded to the nearest 0.001
per cent., with 0.0005 per cent. being rounded upwards (which
instructions from the Issuer shall (in the absence of manifest
error) be final and binding upon all parties).
(7) Without prejudice to the definitions thereof, for the
purposes of determining a Successor Reference Rate, Alternative
Reference Rate or an Adjustment Spread (if any), the Independent
Adviser or the Issuer (as applicable) will take into account
relevant and applicable market precedents as well as any published
guidance from relevant associations involved in the establishment
of market standards and/or protocols in the international debt
capital markets and such other materials as the Issuer (as
applicable), in its sole discretion, considers appropriate.
(8) Promptly following the determination of any Successor
Reference Rate or Alternative Reference Rate (as applicable) as
described in this Condition 4(c)(iv), the Issuer shall give notice
thereof and of any Adjustment Spread (and the effective date(s)
thereof) pursuant to this Condition 4(c)(iv) to the Trustee, the
Issuing and Paying Agent, the Calculation Agent and the
Noteholders. Such notice shall be irrevocable and shall specify the
effective date of the Benchmark Amendments, if any.
(9) The Trustee and the Issuing and Paying Agent shall, at the
direction and expense of the Issuer, be obliged to effect such
waivers and consequential amendments to the Trust Deed, the Agency
Agreement, these Conditions and any other document as may be
required to give effect to any application of this Condition
4(c)(iv) (such amendments, the "Benchmark Amendments"), including,
but not limited to:
(i) changes to these Conditions which the relevant Independent
Adviser or the Issuer (as applicable) determines may be required in
order to follow market practice (determined according to factors
including, but not limited to, public statements, opinions and
publications of industry bodies and organisations) in relation to
such Successor Reference Rate or Alternative Reference Rate (as
applicable), including, but not limited to (A) the relevant
Additional Business Centre(s), Business Day, Business Day
Convention, Day Count Fraction, Interest Determination Date,
Additional Financial Centre(s), and/or Relevant Screen Page
applicable to the Notes and (B) the method for determining the
fallback to the Rate of Interest in relation to the Notes if such
Successor Reference Rate or Alternative Reference Rate (as
applicable) is not available; and
(ii) any other changes which the relevant Independent Adviser or
the Issuer (as applicable) determines are reasonably necessary to
ensure the proper operation and comparability to the Original
Reference Rate of such Successor Reference Rate or Alternative
Reference Rate (as applicable).
Prior to any such waivers and/or consequential amendments taking
effect, the Issuer shall provide a certificate signed by two
Directors or other Authorised Signatories (as defined in the Trust
Deed) of the Issuer to the Trustee and the Issuing and Paying Agent
(i) confirming that a Benchmark Event has occurred and (ii) that
such waivers and/or Benchmark Amendments are required to give
effect to any application of this Condition 4(c)(iv) and the
Trustee and the Issuing and Paying Agent shall be entitled to rely
on such certificate without further enquiry or liability to any
person. For the avoidance of doubt, the Trustee shall not be liable
to the Noteholders or any other person for so acting or relying,
irrespective of whether any such modification is or may be
materially prejudicial to the interests of any such person. Such
changes shall apply to all future payments of interest on the Notes
(subject to the subsequent further operation of this Condition
4(c)(iv)).
The Trustee shall not be obliged to agree to any modification if
in the sole opinion of the Trustee doing so would impose more
onerous obligations upon it or expose it to any additional duties,
responsibilities or liabilities or reduce rights and/or the
protective provisions afforded to the Trustee in these Conditions
or the Trust Deed.
No consent of the Noteholders shall be required in connection
with effecting the relevant Successor Reference Rate or Alternative
Reference Rate as described in this Condition 4(c)(iv) or such
other relevant adjustments pursuant to this Condition 4(c)(iv), or
any Adjustment Spread, including for the execution of, or amendment
to, any documents (including, inter alia, by the execution of a
deed supplemental to or amending the Trust Deed) or the taking of
other steps by the Issuer or any of the parties to the Trust Deed
and/or the Agency Agreement (if required).
Notwithstanding any other provision of this Condition 4(c)(iv)
no Successor Reference Rate or Alternative Reference Rate will be
adopted, nor will the applicable Adjustment Spread be applied, nor
will any Benchmark Amendments be made if and to the extent that, in
the sole determination of the Issuer, the same could reasonably be
expected to prejudice the qualification of the Notes as Tier 2
Capital of the Issuer or of the Group, eligible liabilities or loss
absorbing capacity instruments for the purposes of the Relevant
Rules.
Notwithstanding any other provision of this Condition 4(c)(iv),
no Successor Rate or Alternative Rate will be adopted, nor will the
applicable Adjustment Spread be applied, nor will any Benchmark
Amendments be made, if and to the extent that, in the determination
of the Issuer, the same could reasonably be expected to cause a
Capital Disqualification Event or a Rating Methodology Event to
occur."
2. Amendment to Condition 4(h)
For the purposes of the Notes, the following additional
definitions shall be deemed to be included in alphabetical order in
Condition 4(h):
"Adjustment Spread" means either a spread (which may be
positive, negative or zero) or formula or methodology for
calculating a spread in either case, which the Independent Adviser,
or the Issuer (as applicable) determines, is required to be applied
to a Successor Reference Rate or an Alternative Reference Rate (as
applicable) in order to reduce or eliminate, to the extent
reasonably practicable in the circumstances, any economic prejudice
or benefit (as applicable) to Noteholders and Couponholders as a
result of the replacement of the Original Reference Rate with such
Successor Reference Rate or Alternative Reference Rate (as
applicable) and is the spread, formula or methodology which:
(i) in the case of a Successor Reference Rate, is formally
recommended in relation to the replacement of the Original
Reference Rate with such Successor Reference Rate by any Relevant
Nominating Body; or
(ii) in the case of a Successor Reference Rate for which no such
recommendation has been made or in the case of an Alternative
Reference Rate, the Independent Adviser or the Issuer (as
applicable) determines, is customarily applied to the relevant
Successor Reference Rate or the Alternative Reference Rate (as the
case may be) in international debt capital markets transactions to
produce an industry-accepted replacement rate for the Original
Reference Rate; or
(iii) in the case that the Independent Adviser or the Issuer (as
applicable) determines that no such spread is customarily applied,
the relevant Independent Adviser or the Issuer (as applicable)
determines is recognised or acknowledged as being in customary
market usage in international debt capital markets transactions
which reference the Original Reference Rate, where such rate has
been replaced by such Successor Reference Rate or Alternative
Reference Rate (as applicable); or
(iv) if the Independent Adviser or the Issuer (as applicable)
determines that no such industry standard is recognised or
acknowledged, the Independent Adviser or the Issuer (as applicable)
(acting in good faith and in a commercially reasonable manner),
determines to be appropriate.
"Alternative Reference Rate" means an alternative benchmark or
screen rate which the relevant Independent Adviser or the Issuer
(as applicable) determines in accordance with Condition 4(c)(iv) is
customarily applied in the international debt capital markets for
the purposes of determining floating rates of interest in respect
of notes denominated in the Specified Currency and of a comparable
duration to the relevant Interest Period, and which, in the
circumstances contemplated in limb (vii) of the definition of
Benchmark Event shall be deemed to be the New Reference Rate.
"Benchmark Event" means:
(i) the Original Reference Rate ceasing to be published for a
period of at least 5 Business Days or ceasing to exist; or
(ii) a public statement by the administrator of the Original
Reference Rate that it has ceased or that it will cease publishing
the Original Reference Rate permanently or indefinitely (in
circumstances where no successor administrator has been appointed
that will continue publication of the Original Reference Rate);
or
(iii) a public statement by the supervisor of the administrator
of the Original Reference Rate, that the Original Reference Rate
has been or will be permanently or indefinitely discontinued;
or
(iv) a public statement by the supervisor of the administrator
of the Original Reference Rate, as a consequence of which the
Original Reference Rate will be prohibited from being used either
generally, or in respect of the Notes; or
(v) it has become unlawful for any Paying Agent, the Calculation
Agent, the Issuer or other party to calculate any payments due to
be made to any Noteholder using the Original Reference Rate; or
(vi) a public statement or publication of information by the
supervisor of the administrator of the Original Reference Rate that
the supervisor has determined that the Original Reference Rate is
no longer, or as of a specified future date will no longer be,
representative of its relevant underlying market; or
(vii) the Issuer determines in consultation with a bank of
international standing selected by the Issuer in its sole
discretion that there has taken place (or will otherwise take
place, prior to the next following Interest Determination Date) a
change in customary market practice in the international debt
capital markets applicable generally to floating rate notes
denominated in the Specified Currency (determined according to
factors including, but not limited to, those in (i) to (vi) of this
definition and public statements, opinions and publications of
industry bodies and organisations) to refer to a base rate (the
"New Reference Rate") other than the Original Reference Rate
specified in the applicable Final Terms, despite the continued
existence of such Original Reference Rate, when any Rate of
Interest (or any component part thereof) remains to be determined
by reference to the Original Reference Rate.
"FSB" means the Financial Stability Board.
"Independent Adviser" means an independent financial institution
of international repute or other independent financial adviser
experienced in the international debt capital markets.
"Original Reference Rate" means the originally specified
reference rate (being SONIA) used to determine the Rate of Interest
(or any component part thereof) for the relevant period, as
specified hereon.
"Relevant Nominating Body" means, in respect of any Original
Reference Rate:
(i) the central bank for the currency to which such Original
Reference Rate relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of
such Original Reference Rate; or
(ii) any working group or committee established, approved or
sponsored by, chaired or co-chaired by or constituted at the
request of (a) the central bank for the currency to which such
Original Reference Rate relates, (b) any central bank or other
supervisory authority which is responsible for supervising the
administrator of such Original Reference Rate, (c) a group of the
aforementioned central banks or other supervisory authorities or
(d) the FSB or any part thereof.
"Successor Reference Rate" means the rate which has been
formally published, endorsed, approved, recommended or recognised
as a successor or replacement to the relevant Original Reference
Rate by any Relevant Nominating Body.
3. Amendment to Condition 11(a)
For the purposes of the Notes, the following paragraph shall be
deemed to be included at the end of Condition 11(a):
"The consent or approval of the Noteholders and the
Couponholders shall not be required in the case of amendments to
the Conditions pursuant to Condition 4(c)(iv) to vary the method or
basis of calculating the rate or rates or amount of interest or the
basis for calculating any Interest Amount in respect of the Notes
or for any other variation of these Conditions and/or the Trust
Deed required to be made in the circumstances described in
Condition 4(c)(iv), where the Issuer has delivered to the Trustee a
certificate pursuant to Condition 4(c)(iv)(9)." "
PART 3
2038/2058 NOTES
The following amendments will be made to the Final Terms for the
first tranche of the 2038/2058 Notes (the Tranche 1 2038/2058
Notes) and/or to the Final Terms for the second tranche of the
2038/2058 Notes (the Tranche 2 2038/2058 Notes), as indicated
below, which Final Terms complete the Conditions for the 2038/2058
Notes:
1. Paragraph 9 of the Final Terms for the 2038/2058 Notes shall
be deleted and replaced with the following:
(a) In the case of the Final Terms for the Tranche 1 2038/2058 Notes:
9 Interest Basis: In respect of the period
from and including the Issue
Date, to but excluding the
Interest Payment Date in
May 2038 (the "First Call
Date"), 6.875 per cent.
per annum and thereafter,
from and including the First
Call Date, to but excluding
the Maturity Date, the aggregate
of (a) Compounded Daily
SONIA for the relevant Interest
Accrual Period, (b) [l]
per cent. [5] and (c) 3.26
per cent. per annum
(b) In the case of the Final Terms for the Tranche 2 2038/2058 Notes:
9 Interest Basis: In respect of the period
from and including 20 May
2008, to but excluding the
Interest Payment Date in
May 2038 (the "First Call
Date"), 6.875 per cent.
per annum and thereafter,
from and including the First
Call Date, to but excluding
the Maturity Date, the aggregate
of (a) Compounded Daily
SONIA for the relevant Interest
Accrual Period, (b) [l]
per cent. [6] and (c) 3.26
per cent. per annum
2. Paragraph 16(v) of the Final Terms for the 2038/2058 Notes
shall be deleted and replaced with the following:
(a) In the case of the Final Terms for the Tranche 1 2038/2058 Notes:
(v) Manner in which the SONIA Linked Interest, as
Rate(s) of Interest is/are set out in Part 1 of Annex
to be determined: C to these Final Terms
(b) In the case of the Final Terms for the Tranche 2 2038/2058 Notes:
(v) Manner in which the SONIA Linked Interest, as
Rate(s) of Interest is/are set out in Part 1 of Annex
to be determined: B to these Final Terms
3. Paragraph 16(vii) of the Final Terms for the Tranche 1
2038/2058 Notes and Paragraph 16(vii) of the Final Terms for the
Tranche 2 2038/2058 Notes shall be deleted and replaced with the
following:
(vii) Screen Rate Determination: Not Applicable
4. Paragraph 16(xiii) of the Final Terms for the 2038/2058 Notes
shall be deleted and replaced with the following:
(a) In the case of the Final Terms for the Tranche 1 2038/2058 Notes:
(xiii) Fall back provisions, Applicable, as set out in
rounding provisions, denominator Part 2 of Annex C to these
and any other terms relating Final Terms
to the method of calculating The words "Subject to Condition
interest on Floating Rate 4(b)(iv)" shall be deemed
Notes, if different from to be included at the beginning
those set out in the Conditions: of the existing Condition
4(b)(iii)(B)(x)
(b) In the case of the Final Terms for the Tranche 2 2038/2058 Notes:
(xiii) Fall back provisions, Applicable, as set out in
rounding provisions, denominator Part 2 of Annex B to these
and any other terms relating Final Terms
to the method of calculating The words "Subject to Condition
interest on Floating Rate 4(b)(iv)" shall be deemed
Notes, if different from to be included at the beginning
those set out in the Conditions: of the existing Condition
4(b)(iii)(B)(x)
5. The following wording shall be included as a new Annex C to
the Final Terms for the Tranche 1 2038/2058 Notes and as a new
Annex B to the Final Terms for the Tranche 2 2038/2058 Notes:
" Part 1
1. Amendment to Condition 4(b)(iii)
For the purpose of the Notes, the opening paragraph of Condition
4(b)(iii) shall be deleted in its entirety and replaced with the
following wording:
"The Rate of Interest in respect of Floating Rate Notes for each
Interest Accrual Period shall be determined in the manner specified
hereon and the provisions below relating to ISDA Determination,
Screen Rate Determination or Rate of Interest for SONIA Linked
Interest Notes shall apply, depending upon which is specified
hereon."
2. Insertion of new Condition 4(b)(iii)(C)
For the purposes of the Notes, the following wording shall be
deemed to be included in the Conditions as a new Condition
4(b)(iii)(C):
"(C) Rate of Interest for SONIA Linked Interest Notes
Where SONIA Linked Interest is specified hereon as the manner in
which the Rate of Interest is to be determined, the Rate of
Interest for each Interest Accrual Period beginning on or after the
First Call Date will, subject to the provisions of Condition
4(b)(iv), and as provided below, be the aggregate of:
(1) Compounded Daily SONIA for the relevant Interest Accrual Period;
(2) the Reference Rate Adjustment; and
(3) the Margin,
all as determined by the Calculation Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the Final Terms) on the Interest Determination Date
(as defined in this Condition 4(b)(iii)(C)) for such Interest
Accrual Period.
For the purposes of this Condition 4(b)(iii)(C):
"Compounded Daily SONIA" means with respect to an Interest
Accrual Period, the rate of return of a daily compound interest
investment during the Observation Period corresponding to such
Interest Accrual Period (with the daily Sterling overnight
reference rate as reference rate for the calculation of interest)
and will be calculated by the Calculation Agent (or such other
party responsible for the calculation of the Rate of Interest, as
specified in the Final Terms) on the relevant Interest
Determination Date, as follows, and the resulting percentage will
be rounded, if necessary, to the fifth decimal place, with 0.000005
being rounded upwards:
Where:
"d" means the number of calendar days in the relevant Interest
Accrual Period;
"d(0) " means the number of London Business Days in the relevant
Interest Accrual Period;
"i" means a series of whole numbers from one to d0, each
representing the relevant London Business Days in chronological
order from, and including, the first London Business Day in the
relevant Interest Accrual Period;
"Interest Determination Date" means, in respect of any Interest
Accrual Period, the day falling five London Business Days prior to
the relevant Interest Payment Date;
"London Business Day" or "LBD" means a day (other than a
Saturday or Sunday) on which commercial banks are open for general
business (including dealings in foreign exchange and foreign
currency deposits) in London;
"n(i) " means, in relation to any London Business Day "i", the
number of calendar days from and including such London Business Day
"i" up to, but excluding, the following London Business Day;
"Observation Period" means, in respect of the relevant Interest
Accrual Period, the period from, and including, the date falling
"p" London Business Days prior to the first day of the relevant
Interest Accrual Period (and the first Interest Accrual Period
shall begin on and include the First Call Date) and ending on, but
excluding, the date falling "p" London Business Days prior to the
Interest Payment Date for such Interest Accrual Period (or the date
falling "p" London Business Days prior to such earlier date, if
any, on which the Notes become due and payable);
"p" means five London Business Days;
"Reference Rate Adjustment" means [ l ] [7] per cent.;
"Relevant Screen Page" means Reuters Screen SONIA page (or any
replacement thereof);
the "SONIA reference rate", in respect of any London Business
Day, is a reference rate equal to the daily Sterling Overnight
Index Average ("SONIA") rate for such London Business Day as
provided by the administrator of SONIA to authorised distributors
and as then published on the Relevant Screen Page or, if the
Relevant Screen Page is unavailable, as otherwise published by such
authorised distributors (on the London Business Day immediately
following such London Business Day); and
"SONIA(i-pLBD) " means, in respect of any London Business Day
"i" falling in the relevant Interest Accrual Period, the SONIA
reference rate for the London Business Day falling "p" London
Business Days prior to the relevant London Business Day "i".
Subject to the provisions of Condition 4(b)(iv), if, in respect
of any London Business Day in the relevant Observation Period, the
Calculation Agent (or such other party responsible for the
calculation of the Rate of Interest, as specified in the Final
Terms) determines that the SONIA reference rate is not available on
the Relevant Screen Page or has not otherwise been published by the
relevant authorised distributors, such SONIA reference rate shall
be:
(x) the Bank of England's Bank Rate (the "Bank of England Base
Rate") prevailing at 5:00 p.m. (or, if earlier, close of business)
on the relevant London Business Day; plus
(y) the mean of the spread of the SONIA reference rate to the
Bank of England Base Rate over the previous five London Business
Days on which a SONIA reference rate has been published, excluding
the highest spread (or, if there is more than one highest spread,
one only of those highest spreads) and lowest spread (or, if there
is more than one lowest spread, one only of those lowest
spreads).
Subject to the provisions of Condition 4(b)(iv), if the Rate of
Interest cannot be determined in accordance with paragraphs (x) and
(y) by the Calculation Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the Final
Terms), the Rate of Interest shall be:
(I) that determined as at the Interest Determination Date for
the last preceding Interest Accrual Period; or
(II) if there is no such preceding Interest Determination Date,
the sum of (A) 6.952 per cent. per annum and (B) 1.00 per cent. per
annum, with such sum being converted from a semi-annual to a
quarterly basis by the Calculation Agent (or such other party
responsible for the calculation of the Rate of Interest, as
specified in the applicable Final Terms) in accordance with the
instructions of the Issuer, rounded to the nearest 0.001 per cent.,
with 0.0005 per cent. being rounded upwards (which instructions
from the Issuer shall (in the absence of manifest error) be final
and binding upon all parties).
If the Notes become due and payable in accordance with Condition
10, the final Interest Determination Date shall, notwithstanding
any Interest Determination Date specified in the Final Terms or in
this Condition 4(b)(iii)(C), be deemed to be the date on which such
Notes become due and payable and the Rate of Interest on the Notes
shall, for so long as any of the Notes remain outstanding, be
determined on such date and as if (solely for the purpose of such
interest determination) the relevant Interest Accrual Period had
been shortened accordingly."
Part 2
1. Insertion of new Condition 4(b)(iv)
For the purposes of the Notes, the following wording shall be
deemed to be included in the Conditions as a new Condition
4(b)(iv):
"(iv) Benchmark Discontinuation
If a Benchmark Event occurs in relation to an Original Reference
Rate when any Rate of Interest (or any component part thereof)
remains to be determined by reference to such Original Reference
Rate, then the following provisions shall apply to the Notes:
(1) The Issuer shall use its best efforts to appoint an
Independent Adviser, at the Issuer's own expense and as soon as
reasonably practicable, to determine a Successor Reference Rate or,
if such Independent Adviser is unable so to determine a Successor
Reference Rate, an Alternative Reference Rate and, in each case, an
Adjustment Spread (if any) and any Benchmark Amendments (in any
such case, acting in good faith and in a commercially reasonable
manner) for the purposes of determining all future payments of
interest on the Notes (subject to the subsequent further operation
of this Condition 4(b)(iv)).
(2) An Independent Adviser appointed pursuant to this Condition
4(b)(iv) shall act in good faith and in a commercially reasonable
manner as an expert. In the absence of bad faith or fraud, the
Independent Adviser shall have no liability whatsoever to the
Issuer, the Trustee, the Paying Agents, the Noteholders or the
Couponholders for any determination made by it pursuant to this
Condition 4(b)(iv).
(3) If the relevant Independent Adviser (acting in good faith
and in a commercially reasonable manner), no later than five
Business Days prior to the Interest Determination Date relating to
the next Interest Period (the "IA Determination Cut-off Date"),
determines:
(i) there is a Successor Reference Rate, then such Successor
Reference Rate shall (subject to any applicable Adjustment Spread)
subsequently be used in place of the Original Reference Rate to
determine the Rate of Interest (or the relevant component part
thereof) for all relevant future payments of interest on the Notes
(subject to the subsequent further operation of this Condition
4(b)(iv)); or
(ii) there is no Successor Reference Rate but that there is an
Alternative Reference Rate, then such Alternative Reference Rate
shall (subject to any applicable Adjustment Spread) subsequently be
used in place of the Original Reference Rate to determine the Rate
of Interest (or the relevant component part thereof) for all
relevant future payments of interest on the Notes (subject to the
subsequent further operation of this Condition 4(b)(iv)).
(4) If the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by the Issuer in accordance
with paragraph (1) of this Condition 4(b)(iv) fails to determine a
Successor Reference Rate or an Alternative Reference Rate and, in
each case, an Adjustment Spread (if any) prior to the relevant IA
Determination Cut-off Date, then the Issuer (acting in good faith
and in a commercially reasonable manner), no later than three
Business Days prior to the Interest Determination Date relating to
the next Interest Period (the "Issuer Determination Cut-off Date"),
may determine a Successor Reference Rate or, if the Issuer fails so
to determine a Successor Reference Rate, an Alternative Reference
Rate (as applicable) and, in each case, an Adjustment Spread (if
any) and/or any Benchmark Amendments (with the relevant provisions
in this Condition 4(b)(iv) applying mutatis mutandis to allow such
determination to be made by the Issuer without consultation with an
Independent Adviser) (in any such case, acting in good faith and in
a commercially reasonable manner) for the purposes of determining
the Rate of Interest (or the relevant component part thereof) for
all relevant future payments of interest on the Notes (subject to
the subsequent further operation of this Condition 4(b)(iv)).
(5) If the Issuer is unable to appoint an Independent Adviser,
or the Independent Adviser appointed by the Issuer in accordance
with paragraph (1) of this Condition 4(b)(iv) fails to determine a
Successor Reference Rate or an Alternative Reference Rate prior to
the relevant IA Determination Cut-off Date, and subsequently the
Issuer fails to determine a Successor Reference Rate or an
Alternative Reference Rate and, in each case, an Adjustment Spread
(if any) and/or any Benchmark Amendments in accordance with
paragraph (4) of this Condition 4(b)(iv) prior to the Issuer
Determination Cut-off Date, the Rate of Interest applicable to the
next succeeding Interest Period shall be equal to the Rate of
Interest determined as at the Interest Determination Date for the
last preceding Interest Period or, in the case of the first
Interest Determination Date, the Rate of Interest shall be the sum
of (A) 6.952 per cent. per annum and (B) 1.00 per cent. per annum,
with such sum being converted from a semi-annual to a quarterly
basis by the Calculation Agent (or such other party responsible for
the calculation of the Rate of Interest, as specified in the
applicable Final Terms) in accordance with the instructions of the
Issuer, rounded to the nearest 0.001 per cent., with 0.0005 per
cent. being rounded upwards (which instructions from the Issuer
shall (in the absence of manifest error) be final and binding upon
all parties). This paragraph shall apply to the relevant Interest
Period only. Any subsequent Interest Period(s) shall be subject to
the subsequent operation of, and to adjustment as provided in, this
Condition 4(b)(iv).
(6) If the relevant Independent Adviser or the Issuer (as
applicable) determines that an Adjustment Spread is required to be
applied to the Successor Reference Rate or Alternative Reference
Rate (as applicable) and determines the quantum of, or a formula or
methodology for determining, such Adjustment Spread, then such
Adjustment Spread shall be applied to such Successor Reference Rate
or Alternative Reference Rate (as applicable). For the avoidance of
doubt, if the relevant Independent Adviser or the Issuer (as
applicable) is unable to (i) determine whether an Adjustment Spread
is required or (ii) calculate such Adjustment Spread, then the Rate
of Interest applicable to the next succeeding Interest Period shall
be equal to the Rate of Interest determined as at the Interest
Determination Date for the last preceding Interest Period or, in
the case of the first Interest Determination Date, the Rate of
Interest shall be the sum of (A) 6.952 per cent. per annum and (B)
1.00 per cent. per annum, with such sum being converted from a
semi-annual to a quarterly basis by the Calculation Agent (or such
other party responsible for the calculation of the Rate of
Interest, as specified in the applicable Final Terms) in accordance
with the instructions of the Issuer, rounded to the nearest 0.001
per cent., with 0.0005 per cent. being rounded upwards (which
instructions from the Issuer shall (in the absence of manifest
error) be final and binding upon all parties).
(7) Without prejudice to the definitions thereof, for the
purposes of determining a Successor Reference Rate, Alternative
Reference Rate or an Adjustment Spread (if any), the Independent
Adviser or the Issuer (as applicable) will take into account
relevant and applicable market precedents as well as any published
guidance from relevant associations involved in the establishment
of market standards and/or protocols in the international debt
capital markets and such other materials as the Issuer (as
applicable), in its sole discretion, considers appropriate.
(8) Promptly following the determination of any Successor
Reference Rate or Alternative Reference Rate (as applicable) as
described in this Condition 4(b)(iv), the Issuer shall give notice
thereof and of any Adjustment Spread (and the effective date(s)
thereof) pursuant to this Condition 4(b)(iv) to the Trustee, the
Issuing and Paying Agent, the Calculation Agent and the
Noteholders. Such notice shall be irrevocable and shall specify the
effective date of the Benchmark Amendments, if any.
(9) The Trustee and the Issuing and Paying Agent shall, at the
direction and expense of the Issuer, be obliged to effect such
waivers and consequential amendments to the Trust Deed, the Agency
Agreement, these Conditions and any other document as may be
required to give effect to any application of this Condition
4(b)(iv) (such amendments, the "Benchmark Amendments"), including,
but not limited to:
(i) changes to these Conditions which the relevant Independent
Adviser or the Issuer (as applicable) determines may be required in
order to follow market practice (determined according to factors
including, but not limited to, public statements, opinions and
publications of industry bodies and organisations) in relation to
such Successor Reference Rate or Alternative Reference Rate (as
applicable), including, but not limited to (A) the relevant
Additional Business Centre(s), Business Day, Business Day
Convention, Day Count Fraction, Interest Determination Date,
Additional Financial Centre(s), and/or Relevant Screen Page
applicable to the Notes and (B) the method for determining the
fallback to the Rate of Interest in relation to the Notes if such
Successor Reference Rate or Alternative Reference Rate (as
applicable) is not available; and
(ii) any other changes which the relevant Independent Adviser or
the Issuer (as applicable) determines are reasonably necessary to
ensure the proper operation and comparability to the Original
Reference Rate of such Successor Reference Rate or Alternative
Reference Rate (as applicable).
Prior to any such waivers and/or consequential amendments taking
effect, the Issuer shall provide a certificate signed by two
Directors or other Authorised Signatories (as defined in the Trust
Deed) of the Issuer to the Trustee and the Issuing and Paying Agent
(i) confirming that a Benchmark Event has occurred and (ii) that
such waivers and/or Benchmark Amendments are required to give
effect to any application of this Condition 4(b)(iv) and the
Trustee and the Issuing and Paying Agent shall be entitled to rely
on such certificate without further enquiry or liability to any
person. For the avoidance of doubt, the Trustee shall not be liable
to the Noteholders or any other person for so acting or relying,
irrespective of whether any such modification is or may be
materially prejudicial to the interests of any such person. Such
changes shall apply to all future payments of interest on the Notes
(subject to the subsequent further operation of this Condition
4(b)(iv)).
The Trustee shall not be obliged to agree to any modification if
in the sole opinion of the Trustee doing so would impose more
onerous obligations upon it or expose it to any additional duties,
responsibilities or liabilities or reduce rights and/or the
protective provisions afforded to the Trustee in these Conditions
or the Trust Deed.
No consent of the Noteholders shall be required in connection
with effecting the relevant Successor Reference Rate or Alternative
Reference Rate as described in this Condition 4(b)(iv) or such
other relevant adjustments pursuant to this Condition 4(b)(iv), or
any Adjustment Spread, including for the execution of, or amendment
to, any documents (including, inter alia, by the execution of a
deed supplemental to or amending the Trust Deed) or the taking of
other steps by the Issuer or any of the parties to the Trust Deed
and/or the Agency Agreement (if required).
Notwithstanding any other provision of this Condition 4(b)(iv)
no Successor Reference Rate or Alternative Reference Rate will be
adopted, nor will the applicable Adjustment Spread be applied, nor
will any Benchmark Amendments be made if and to the extent that, in
the sole determination of the Issuer, the same could reasonably be
expected to prejudice the qualification of the Notes as Tier 2
Capital of the Issuer or of the Group, eligible liabilities or loss
absorbing capacity instruments for the purposes of the Relevant
Rules.
Notwithstanding any other provision of this Condition 4(b)(iv),
no Successor Rate or Alternative Rate will be adopted, nor will the
applicable Adjustment Spread be applied, nor will any Benchmark
Amendments be made, if and to the extent that, in the determination
of the Issuer, the same could reasonably be expected to cause a
Capital Disqualification Event or a Rating Methodology Event to
occur."
2. Amendment to Condition 4(g)
For the purposes of the Notes, the following additional
definitions shall be deemed to be included in alphabetical order in
Condition 4(g):
"Adjustment Spread" means either a spread (which may be
positive, negative or zero) or formula or methodology for
calculating a spread in either case, which the Independent Adviser,
or the Issuer (as applicable) determines, is required to be applied
to a Successor Reference Rate or an Alternative Reference Rate (as
applicable) in order to reduce or eliminate, to the extent
reasonably practicable in the circumstances, any economic prejudice
or benefit (as applicable) to Noteholders and Couponholders as a
result of the replacement of the Original Reference Rate with such
Successor Reference Rate or Alternative Reference Rate (as
applicable) and is the spread, formula or methodology which:
(i) in the case of a Successor Reference Rate, is formally
recommended in relation to the replacement of the Original
Reference Rate with such Successor Reference Rate by any Relevant
Nominating Body; or
(ii) in the case of a Successor Reference Rate for which no such
recommendation has been made or in the case of an Alternative
Reference Rate, the Independent Adviser or the Issuer (as
applicable) determines, is customarily applied to the relevant
Successor Reference Rate or the Alternative Reference Rate (as the
case may be) in international debt capital markets transactions to
produce an industry-accepted replacement rate for the Original
Reference Rate; or
(iii) in the case that the Independent Adviser or the Issuer (as
applicable) determines that no such spread is customarily applied,
the relevant Independent Adviser or the Issuer (as applicable)
determines is recognised or acknowledged as being in customary
market usage in international debt capital markets transactions
which reference the Original Reference Rate, where such rate has
been replaced by such Successor Reference Rate or Alternative
Reference Rate (as applicable); or
(iv) if the Independent Adviser or the Issuer (as applicable)
determines that no such industry standard is recognised or
acknowledged, the Independent Adviser or the Issuer (as applicable)
(acting in good faith and in a commercially reasonable manner),
determines to be appropriate.
"Alternative Reference Rate" means an alternative benchmark or
screen rate which the relevant Independent Adviser or the Issuer
(as applicable) determines in accordance with Condition 4(b)(iv) is
customarily applied in the international debt capital markets for
the purposes of determining floating rates of interest in respect
of notes denominated in the Specified Currency and of a comparable
duration to the relevant Interest Period, and which, in the
circumstances contemplated in limb (vii) of the definition of
Benchmark Event shall be deemed to be the New Reference Rate.
"Benchmark Event" means:
(i) the Original Reference Rate ceasing to be published for a
period of at least 5 Business Days or ceasing to exist; or
(ii) a public statement by the administrator of the Original
Reference Rate that it has ceased or that it will cease publishing
the Original Reference Rate permanently or indefinitely (in
circumstances where no successor administrator has been appointed
that will continue publication of the Original Reference Rate);
or
(iii) a public statement by the supervisor of the administrator
of the Original Reference Rate, that the Original Reference Rate
has been or will be permanently or indefinitely discontinued;
or
(iv) a public statement by the supervisor of the administrator
of the Original Reference Rate, as a consequence of which the
Original Reference Rate will be prohibited from being used either
generally, or in respect of the Notes; or
(v) it has become unlawful for any Paying Agent, the Calculation
Agent, the Issuer or other party to calculate any payments due to
be made to any Noteholder using the Original Reference Rate; or
(vi) a public statement or publication of information by the
supervisor of the administrator of the Original Reference Rate that
the supervisor has determined that the Original Reference Rate is
no longer, or as of a specified future date will no longer be,
representative of its relevant underlying market; or
(vii) the Issuer determines in consultation with a bank of
international standing selected by the Issuer in its sole
discretion that there has taken place (or will otherwise take
place, prior to the next following Interest Determination Date) a
change in customary market practice in the international debt
capital markets applicable generally to floating rate notes
denominated in the Specified Currency (determined according to
factors including, but not limited to, those in (i) to (vi) of this
definition and public statements, opinions and publications of
industry bodies and organisations) to refer to a base rate (the
"New Reference Rate") other than the Original Reference Rate
specified in the applicable Final Terms, despite the continued
existence of such Original Reference Rate, when any Rate of
Interest (or any component part thereof) remains to be determined
by reference to the Original Reference Rate.
"FSB" means the Financial Stability Board.
"Independent Adviser" means an independent financial institution
of international repute or other independent financial adviser
experienced in the international debt capital markets.
"Original Reference Rate" means the originally specified
reference rate (being SONIA) used to determine the Rate of Interest
(or any component part thereof) for the relevant period, as
specified hereon.
"Relevant Nominating Body" means, in respect of any Original
Reference Rate:
(i) the central bank for the currency to which such Original
Reference Rate relates, or any central bank or other supervisory
authority which is responsible for supervising the administrator of
such Original Reference Rate; or
(ii) any working group or committee established, approved or
sponsored by, chaired or co-chaired by or constituted at the
request of (a) the central bank for the currency to which such
Original Reference Rate relates, (b) any central bank or other
supervisory authority which is responsible for supervising the
administrator of such Original Reference Rate, (c) a group of the
aforementioned central banks or other supervisory authorities or
(d) the FSB or any part thereof.
"Successor Reference Rate" means the rate which has been
formally published, endorsed, approved, recommended or recognised
as a successor or replacement to the relevant Original Reference
Rate by any Relevant Nominating Body.
3. Amendment to Condition 11(a)
For the purposes of the Notes, the following paragraph shall be
deemed to be included at the end of Condition 11(a):
"The consent or approval of the Noteholders and the
Couponholders shall not be required in the case of amendments to
the Conditions pursuant to Condition 4(b)(iv) to vary the method or
basis of calculating the rate or rates or amount of interest or the
basis for calculating any Interest Amount in respect of the Notes
or for any other variation of these Conditions and/or the Trust
Deed required to be made in the circumstances described in
Condition 4(b)(iv), where the Issuer has delivered to the Trustee a
certificate pursuant to Condition 4(b)(iv)(9)." "
[1] Source: http://assets.isda.org/media/04d213b6/db0b0fd7-pdf/
[2] Source: https://www.bankofengland.co.uk/-/media/boe/files/markets/benchmarks/summary-of-responses-on-consultation-credit-adjustment.pdf
[3] To be determined in the manner described in this Notice of
Noteholder Meetings and inserted into the relevant Amended and
Restated Final Terms prior to execution.
[4] To be determined in the manner described in this Notice of
Noteholder Meetings and inserted into the relevant Amended and
Restated Final Terms prior to execution.
[5] Reference Rate Adjustment. To be determined in the manner
described in this Notice of Noteholder Meetings and inserted into
the relevant Amended and Restated Final Terms prior to
execution.
[6] Reference Rate Adjustment. To be determined in the manner
described in this Notice of Noteholder Meetings and inserted into
the relevant Amended and Restated Final Terms prior to
execution.
[7] To be determined in the manner described in this Notice of
Noteholder Meetings and inserted into the relevant Amended and
Restated Final Terms prior to execution.
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