RNS No 0926n
SCOTTISH NATIONAL TRUST PLC
9th July 1998
PART 3
PARTICULARS OF THE SUBORDINATED LOAN STOCK
The 8.25 per cent. subordinated unsecured loan stock 2023
(the "Subordinated Loan Stock") of up to #3 million in
nominal amount of the Company will be created by a
resolution of a duly appointed committee of the Board of
Directors of the Company and will be constituted by a trust
deed (the "Subordinated Loan Stock Trust Deed" which
expression shall include any further deeds or documents
supplemental thereto from time to time) between the Company
and Royal Exchange Trust Company Limited (the "Trustee").
The Trustee will act as trustee for the holders (together
the "Stockholders") of the Subordinated Loan Stock.
The Subordinated Loan Stock Trust Deed will contain, inter
alia, provisions to the following effect:
1. DEFINITIONS
(a)The following expressions (in addition to those defined
in Part 7) shall have the following meanings, namely:
"Adjusted Total of Capital and Reserves" means at any time
the aggregate of the amount paid up or credited as paid up
on the issued share capital of the Company and the total of
the capital and revenue reserves of the Abpref Group
(including any share premium account, capital redemption
reserve, merger reserve, capital reserve and credit balance
on revenue account), in each case whether or not such
amounts are available for distribution, all as shown in a
consolidation of the latest accounts of the members of the
Abpref Group, which shall, in the case of annual accounts,
be audited accounts or, in the case of interim or initial
accounts, be prepared either on the same basis as the
audited accounts or in accordance with the requirements of
sections 270 to 276 of the Act, but after:
(i) making such adjustments as may be appropriate
in respect of any variation in the amount paid up or
credited as paid up on the issued share capital or
total of the share premium account or capital
redemption reserve or merger reserve since the date of
the latest relevant accounts and so that for this
purpose if any issue or proposed issue of shares for
cash or otherwise has been underwritten or otherwise
agreed to be subscribed (for cash or otherwise) then,
at any time when the underwriting of such shares or
other agreement as aforesaid shall be unconditional
and not capable of termination, such shares shall be
deemed to have been issued and the amount (including
any premium) payable (or which would be credited as
payable) in respect thereof (not being money payable
later than six months after the date of allotment)
shall be deemed to have been paid up to the extent
that the underwriters or other persons are liable
therefor;
(ii) deducting (to the extent included):
(a) any amount distributed or proposed to be
distributed (but not provided in the latest
relevant accounts) other than distributions
payable to the Company; and
(b) an amount equal to the aggregate amount
payable on the redemption or repayment of the ZDP
Shares and any preference shares of the Company or
a Subsidiary which fall to be redeemed or repaid
prior to the Redemption Date (or, if lower, the
then current entitlement of such shares to
participate in the assets of the relevant company
on a winding-up) and any amount attributable to
goodwill (other than goodwill arising only on
consolidation) or other intangible assets;
(iii) excluding:
(a) any sums set aside for taxation; and
(b) any amount attributable to minority
interests in Subsidiaries other than the ZDP
Shares and any preference shares which do not fall
to be redeemed or repaid prior to the Redemption
Date;
(iv) deducting any debit balance on the revenue
account; and
(v) making such other adjustments (if any) as the
Auditors may consider appropriate,
provided that in the event that at any time the Company does
not have any Subsidiaries the adjusted total of capital and
reserves shall be calculated by reference to the relevant
accounts of the Company alone;
"Auditors" means the auditor or auditors for the time being
of the Company or, in the event of their being unable or
unwilling to carry out any action requested of them pursuant
to the terms of the Subordinated Loan Stock Trust Deed, such
other firm of accountants as may be nominated or approved by
the Trustee for the purpose;
"Debenture Stock" means the 5 3/8 per cent. RPI-Linked
Debenture Stock 2007 of Abpref;
"Further Subordinated Loan Note" means any loan note or
similar instrument issued by the Company in relation to the
proceeds of issue of ZDP Shares or other Zero Shares in the
capital of any Subsidiary on substantially similar terms or
to similar effect as the Subordinated Loan Note;
"Further Subordinated Loan Stock" means any further
Subordinated Loan Stock which may be created and issued by
the Company pursuant to paragraph 8 below;
"Further Subscription Agreement" means any subscription
agreement entered into by the Company in relation to ZDP
Shares or other Zero Shares in the capital of any Subsidiary
on substantially similar terms as or to similar effect to
the Subscription Agreement and includes any instrument or
agreement having similar effect in relation to any ZDP
Shares or other Zero Shares in the capital of any Subsidiary
as the Subordinated Loan Note and the Subscription Agreement
taken together;
''Redemption Date" means 28 February 2023;
"relevant system" shall have the meaning ascribed to such
term in the Uncertificated Securities Regulations;
"Subordinated Loan Note" means the #32,000,000 unsecured
subordinated loan note 2003 issued by Abpref to Abpref
Securities pursuant to a resolution of a committee of the
board of directors of Abpref passed on 7 April 1998;
"Subscription Agreement" means the agreement for the
subscription of shares in Abpref Securities dated 8 April
1998 and made between the Company and Abpref Securities;
"Subsidiary" means a subsidiary (as defined in section 736
of the Act) for the time being of the Company and
"Subsidiaries" shall be construed accordingly;
"Uncertificated Securities Regulations" means the
Uncertificated Securities Regulations 1995 including any
modification thereof or any regulations in substitution
therefor made under section 207 of the Companies Act 1989
and for the time being in force; and
"Zero Shares" means zero dividend preference shares (by
whatever name called) in the capital of the Company or any
Subsidiary or to be issued or deemed to be issued by the
Company or any Subsidiary and for the time being outstanding
or deemed to be outstanding;
(b)For the purposes of these Particulars:
(1) "money borrowed" shall be deemed to include the
following except insofar as otherwise taken into
account:
(a) the principal amount (including any fixed
or minimum premium payable on final repayment) for
the time being outstanding in respect of any
debenture within the meaning of section 744 of the
Act issued by the Company or any Subsidiary,
whether for cash or for a consideration other than
cash or partly in one way and partly in the other,
and owned otherwise than by the Company or any
other Subsidiary;
(b) the principal amount raised by the
Company or a Subsidiary by acceptances under any
acceptance credit opened on its behalf and in its
favour by any bank or accepting house;
(c) the nominal amount of any share capital
and the principal amount of any borrowed moneys,
together in each case with any fixed or minimum
premium payable on final repayment, the payment,
repayment or redemption whereof is secured or
guaranteed by or is the subject of an indemnity
given by the Company and/or any Subsidiary and the
beneficial interest in which or the right to
repayment or redemption of which is not owned by
the Company or a Subsidiary; and
(d) the nominal amount of any share capital
(other than equity share capital) of a Subsidiary
and any other Zero Shares in each case owned
otherwise than by the Company or another
Subsidiary,
but shall be deemed not to include amounts
borrowed for the purpose of repaying (and intended to
be so applied within six months of being first
borrowed) the whole or any part of borrowings or other
indebtedness of the Company or a Subsidiary (other
than from the Company or a Subsidiary) for the time
being outstanding (including any fixed or minimum
premium payable on final repayment) pending their
application for such purpose within such period.
(2) For the purposes of calculating the amount at
any time outstanding in respect of money borrowed by
the Company and the Subsidiaries, in the case of:
(e) a debenture which constitutes a relevant
discount security (for the purposes of Schedule 13
to the Finance Act 1996) and contains provisions
for prepayment or acceleration; or
(f) a debenture which is linked to any index
(whether relating to prices, commodities,
securities or otherwise and whether or not
published, calculated or provided by any
governmental, public or private body) in respect
of which the amount payable by way of principal
does or may increase or reduce by reference to
such index and which contains provisions for
prepayment or acceleration,
such amount shall be deemed to be the amount which
would, if such debenture were to be repaid in
accordance with any such provision for prepayment or
acceleration, be repayable at the relevant time in
respect of the principal amount thereof.
(c)References in these Particulars to Subordinated Loan
Stock (or to a holding of Subordinated Loan Stock) being
in uncertificated form or in certificated form are
references, respectively, to Subordinated Loan Stock
being an uncertificated unit or a certificated unit of a
security (as such terms are defined in the Uncertificated
Securities Regulations).
2. STATUS
(a)The Subordinated Loan Stock will constitute a direct and
general unsecured obligation of the Company, subordinated
in accordance with sub-paragraph (b).
(b)The obligations of the Company under the Subordinated
Loan Stock, to the extent not converted into ordinary
share capital of the Company in accordance with paragraph
5, shall, in the event of the winding-up of the Company,
be subordinated in right of payment to the claims of the
secured and unsecured creditors of the Company (including
to claims under the Subordinated Loan Note, the
Subscription Agreement, any Further Subordinated Loan
Note and any Further Subscription Agreement). In such a
winding-up the Company shall, to the extent required to
make payment in respect of the Subordinated Loan Stock,
make payment only of such amounts as would have been
payable if the Stockholders in respect of the outstanding
Subordinated Loan Stock had, on the day immediately
preceding the date of commencement of the winding-up (the
"Relevant Date"), become holders of shares in the Company
of a class having a right to receive (pari passu with the
holders of any other class or classes of securities
which, following the issue of the Subordinated Loan
Stock, may be issued by the Company, subordinated on a
similar basis) in a winding-up of the Company (ranking
after any claims in respect of Zero Shares but in
priority to the holders of all other classes of shares in
the Company, issued or to be issued or deemed to be
issued) an amount equal to the redemption moneys which
would have been payable in respect of the Subordinated
Loan Stock if the Subordinated Loan Stock had been
redeemed on the Relevant Date together with interest
expressed to be payable in respect of the Subordinated
Loan Stock up to but excluding the Relevant Date.
3. INTEREST
(a)The Subordinated Loan Stock will carry interest at the
rate of 8.25 per cent. per annum on the Issue Price
payable (subject to sub-paragraph (b)) (less any tax
required by law to be deducted) in arrear by equal half-
yearly instalments on 28 February and 31 August (each an
"Interest Payment Date") in each year, the first such
payment being made on 28 February 1999 in respect of the
period from, but excluding, the date of issue thereof up
to and including such date.
(b)The interest otherwise due (including any arrears
accumulated pursuant to this paragraph) on any particular
Interest Payment Date shall not become due if and to the
extent that immediately after making payment thereof on
that Interest Payment Date the Company would not have
profits available for distribution and to the extent
aforesaid the Company shall not pay the interest
otherwise due on that Interest Payment Date (including
any arrears accumulated pursuant to this paragraph). The
certificate of the Auditors as to whether or not the
Company would at any relevant time have profits available
for distribution shall be conclusive and binding on all
parties.
(c)To the extent that any payment of interest on the
Subordinated Loan Stock is not made pursuant to sub-
paragraph (b), the liability to pay the same shall be
accumulated so that the amount of the payment due on the
next Interest Payment Date shall be increased pro tanto,
provided that the obligation to pay the same shall
nevertheless be subject to sub-paragraph (b).
4. REDEMPTION AND PURCHASE
(a)Any of the Subordinated Loan Stock not previously
redeemed or purchased and cancelled by the Company as
hereinafter provided will be redeemed at par plus a
premium equal to whichever shall be the higher of the
following:
(i)the premium calculated as provided in sub-paragraph
(f) below; and
(ii)the premium calculated as provided in sub-paragraph
(d) (ii) below,
on the Redemption Date together (in the case of both (i)
and (ii) above) with interest on the Issue Price of the
Subordinated Loan Stock accrued up to and including the
date of redemption.
(b)The Company or any Subsidiary may at any time, but
subject to sub-paragraphs (g) and (h), purchase
Subordinated Loan Stock in any manner and at any price,
provided that (i) if purchases are made by tender,
tenders must be available to all holders of the
Subordinated Loan Stock alike, and (ii) so long as the
Subordinated Loan Stock is listed on the London Stock
Exchange, such purchases must comply with the relevant
rules (if any) of the London Stock Exchange for the time
being applicable.
(c)Any Subordinated Loan Stock purchased by the Company or
redeemed will be cancelled forthwith and will not be
available for re-issue. Any Subordinated Loan Stock
purchased by a Subsidiary may be resold but, while held
by a Subsidiary, will not entitle the holder to vote at,
or to be counted in the quorum for, any meeting of
Stockholders and, for the purposes of the provisions
contained in the Trust Deed concerning Trustee powers and
discretions and meetings of Stockholders, such
Subordinated Loan Stock will not be regarded as being in
issue.
(d)The Company may at any time, but subject to sub-
paragraphs (g) and (h), having given not less than 30 nor
more than 45 days' notice in writing to the Stockholders,
redeem the whole or any part of the Subordinated Loan
Stock before the Redemption Date at its nominal amount
plus a premium equal to whichever shall be the higher of
the following:
(i) the premium calculated as provided in sub-
paragraph (f) below; and
(ii) that price (less the par value) (as reported in
writing to the Company and the Trustee by a financial
adviser approved by the Trustee) at which the Gross
Redemption Yield on the Subordinated Loan Stock (based
on the Issue Price) on the Relevant Date is equal to
150 basis points above the Gross Redemption Yield at
3.00 p.m. (London time) on that date on the 8 per
cent. Treasury Stock 2021 while that stock is in issue
and thereafter such government stock as the Trustee,
with the advice of three brokers and/or gilt-edged
market makers or such other three persons operating in
the gilt-edged market as the Trustee may agree with
the Company, may agree to be appropriate and so that,
for the purposes of this sub-paragraph (ii), "Relevant
Date" means the date which is the second business day
in London prior to the date of the despatch of the
notice of redemption referred to in this sub-paragraph
(d) and "Gross Redemption Yield" means the gross
redemption yield expressed as a percentage and
calculated on the basis indicated by the Joint Index
and Classification Committee of the Institute and
Faculty of Actuaries as reported in the Journal of the
Institute of Actuaries, Volume 105, Part 1, 1978, page
18
together (in the case of both (i) and (ii) above) with
interest on the Issue Price of the relevant Subordinated
Loan Stock accrued up to and including the date of
redemption.
If the Subordinated Loan Stock shall become repayable
before the Redemption Date in the event of winding-up or
under any of the enforcement provisions of the Trust
Deed, it shall be repaid at the same premium as that
which would have been repayable had it been redeemed
pursuant to this sub-paragraph (d) (except that for this
purpose "Relevant Date" shall mean the date which is the
second business day in London prior to the date on which
the Stock becomes so repayable), together with interest
on the Issue Price of the Subordinated Loan Stock accrued
up to and including the date of repayment.
(e)Any partial redemption of the Subordinated Loan Stock
shall be either on the basis of selection by drawings
(the method of such drawings to be approved by the
Trustee) or, at the option of the Company, pro rata to
holdings without involving the redemption of a fraction
of 1p nominal of Subordinated Loan Stock. Any such
drawing shall be made in lots of not more than #10 each
or, if less than #20,000 in nominal amount of
Subordinated Loan Stock is outstanding, in lots of not
more than #1 each.
(f)For the purposes of this paragraph 4, the premium
referred to in sub-paragraphs 4(a)(i) and 4(d)(i) above
as at any date shall be the lower of the following:
(i) 99p per 1p nominal of Subordinated Loan Stock;
and
(ii) in respect of each 1p nominal of Subordinated
Loan Stock an amount expressed in pence equal as at
that date to the total assets of the Company less (A)
all liabilities to creditors other than subordinated
creditors, (B) all liabilities under the Subordinated
Loan Note, the Subscription Agreement, any Further
Subordinated Loan Note and any Further Subscription
Agreement and (C) all liabilities in respect of Zero
Shares in the capital of the Company, divided by the
aggregate nominal amount of the Subordinated Loan
Stock outstanding.
(g)For so long as any of the Debenture Stock is outstanding,
the right to redeem Subordinated Loan Stock pursuant to
sub-paragraph 4(d) above or to purchase Subordinated Loan
Stock pursuant to sub-paragraph 4(b) above may only be
exercised by the Company or any of the Subsidiaries with
the prior written consent of the trustee for the time
being under the trust deeds constituting and securing
the Debenture Stock.
(h)For so long as the Company has money borrowed outstanding
under the Syndicated Loan Agreement (as to be defined in
the Subordinated Loan Stock Trust Deed), the right to
redeem Subordinated Loan Stock pursuant to sub-paragraph
4(d) above or to purchase Subordinated Loan Stock
pursuant to sub-paragraph 4(b) above may only be
exercised by the Company or any of the Subsidiaries with
the prior written consent of the Majority Banks (as
defined in such Syndicated Loan Agreement).
5. MANDATORY CONVERSION
If, on the Redemption Date or any date (a "Conversion Date")
on which Zero Shares are due to be redeemed or repurchased
by the issuer thereof or acquired by the Company or any
Subsidiary pursuant to the terms of issue of such Zero
Shares or the articles of association of the issuer thereof,
the net assets of the Company (ignoring for this purpose the
aggregate amount payable to the holders of any Zero Shares
in the capital of the Company so due on such date and any
liabilities of the Company in respect of subordinated
indebtedness or other obligations ("Subordinated
Obligations") to a Subsidiary related to any Zero Shares
issued by such Subsidiary and so due on such date are less
than the aggregate amount payable to the holders of such
Zero Shares in the capital of the Company or the Company has
net liabilities:
(i) an amount of Subordinated Loan Stock (being a
pro rata amount of the Subordinated Loan Stock of each
Stockholder) equal at the Issue Price to the aggregate
of the amount of the Company's net liabilities (if
any) and the amount due on such Subordinated
Obligations shall automatically convert on the
Redemption Date or the Conversion Date (as the case
may be) into ordinary share capital of the Company at
par (rounded down to the nearest whole number of
Ordinary Shares); and
(ii) interest on Stock converted under this
paragraph shall cease to accrue immediately after the
Redemption Date or the Conversion Date (as the case
may be) but any interest which is accrued and unpaid
on such date shall, subject to sub-paragraph 2(b) be
payable on the Redemption Date or the Conversion Date
(as the case may be). All ordinary share capital of
the Company allotted on conversion shall be credited
as fully paid and shall carry the right to participate
in full in all dividends and other distributions
declared, paid or made on the ordinary share capital
of the Company by reference to a record date on or
after the Redemption Date or the Conversion Date as
the case may be and shall rank pari passu in all other
respects and form one class with the ordinary share
capital of the Company in issue on such date.
The Company shall promptly give notice to the Stockholders
of the conversion of any of their Subordinated Loan Stock
and to the Trustee and the certificate of the Auditors as to
whether or not and the extent to which Stock has converted
on any Redemption Date or Conversion Date into ordinary
share capital shall be conclusive and binding on all
parties.
6. EVENTS OF DEFAULT
(a)The Trustee at its discretion may, and if so requested in
writing by the holders of at least one-quarter of the
nominal amount of the Subordinated Loan Stock then
outstanding or if so directed by an Extraordinary
Resolution (as defined in the Trust Deed) of the
Stockholders shall, give notice to the Company that the
Subordinated Loan Stock is, and it shall accordingly
immediately become, due and repayable (i) if default is
made in the payment of any principal due on the
Subordinated Loan Stock or any of it or for a period of
14 days or more in the payment of any interest due on the
Subordinated Loan Stock or any of it or (ii) if an order
is made or a resolution passed for the winding-up of the
Company. If the Subordinated Loan Stock becomes due and
repayable, the Trustee may at its discretion institute
proceedings for the winding-up of the Company in England
(but not elsewhere) to enforce the obligations of the
Company in respect of the Subordinated Loan Stock and the
Trust Deed in so far as it relates to the Subordinated
Loan Stock; provided that no repayment of principal in
respect of the Subordinated Loan Stock may be made by the
Company pursuant to this sub-paragraph 6(a), nor will the
Trustee accept the same, otherwise than during or after a
winding-up or dissolution of the Company or where (i) the
directors of the Company shall certify that the Company
would not be unable to pay its debts (within the meaning
of section 123 of the Insolvency Act 1986) immediately
before and immediately after such repayment, (ii) so long
as any of the Debenture Stock remains outstanding, the
trustee for the time being under the trust deeds
constituting and securing the same shall give its prior
written consent to such repayment and (iii) for so long
as the Company has money borrowed outstanding under the
Syndicated Loan Agreement (as to be defined in the
Subordinated Loan Stock Trust Deed), the Majority Banks
(as defined in such Syndicated Loan Agreement) shall give
their prior written consent to such repayment.
(b)No Stockholder shall be entitled to proceed directly
against the Company unless the Trustee, having become
bound so to proceed, fails to do so, in which case any
such holder shall have only such rights against the
Company as those which the Trustee is entitled to
exercise. No such holder shall be entitled to institute
proceedings for the winding-up of the Company, or to
prove in any winding-up of the Company, except that if
the Trustee, having become bound to proceed against the
Company as aforesaid, fails to do so, or, being able to
prove in any winding-up of the Company fails to do so,
then any such holder may, on giving an indemnity
satisfactory to the Trustee, in the name of the Trustee
(but not otherwise) himself institute proceedings for the
winding-up in England (but not elsewhere) of the Company
and/or prove in any winding-up of the Company to the same
extent (but not further or otherwise) that the Trustee
would have been entitled so to do in respect of such
Subordinated Loan Stock held by him. No remedy against
the Company, other than the institution of proceedings
for the winding-up in England of the Company or the
proving or claiming in any winding-up of the Company,
shall be available to the Trustee or such Stockholders
for the recovery of amounts owing in respect of such
Subordinated Loan Stock or under the Trust Deed in so far
as it relates to the Subordinated Loan Stock.
(c)If the Subordinated Loan Stock becomes due and repayable
pursuant to this paragraph 6, it shall be repayable at
the price specified for the purpose in sub-paragraph 4(d)
together (where applicable) with accrued interest on the
Issue Price as provided in the Trust Deed.
(d)The Trustee may at its discretion institute such
proceedings as are contemplated by this paragraph 6
against the Company to enforce the obligations of the
Company under the Trust Deed in so far as it relates to
the Subordinated Loan Stock, but it shall not be bound to
institute any such proceedings unless (i) it shall have
been so directed by an Extraordinary Resolution of the
holders of the Subordinated Loan Stock or so requested in
writing by Stockholders holding at least one-quarter in
nominal amount of the Subordinated Loan Stock then
outstanding and (ii) it shall have been indemnified to
its satisfaction.
7. RESTRICTIONS
So long as any of the Subordinated Loan Stock remains
outstanding:
(a)the Company will procure that the aggregate principal
amount (together with any fixed or minimum premium
payable on final redemption or in the case of Zero Shares
at the then current capital entitlement thereof) at any
time outstanding in respect of all money borrowed
(whether secured or unsecured) by the Company and the
Subsidiaries (if any) (exclusive of the Subordinated Loan
Stock, any Further Subordinated Loan Stock and money
borrowed by the Company from and for the time being owing
to and beneficially owned by any Subsidiary or by any
Subsidiary from and for the time being owing to and
beneficially owned by the Company or other Subsidiary)
shall not exceed a sum equal to 4.5 times the Adjusted
Total of Capital and Reserves without the sanction of an
Extraordinary Resolution of Stockholders passed in
accordance with the provisions of the Trust Deed;
(b)the Company will remain an investment trust (as defined
in section 842 of the Income and Corporation Taxes Act
1988, as amended, extended or re-enacted from time to
time), will direct its affairs so that at all times it
satisfies the conditions (if any) required for approval
as an investment trust under such section 842 aforesaid,
and will procure that no action is taken (whether by the
acquisition of Subsidiaries or otherwise howsoever)
whereby the business of the Company would be carried on
to a substantial extent otherwise than as an investment
trust business; and
(c)the Company will not reduce or cancel or purchase for
consideration, the whole or any part of its issued share
capital (otherwise than out of the proceeds of a fresh
issue of shares made for the purpose) unless the Auditors
shall have reported to the Trustee that immediately after
such redemption, cancellation or purchase, as the case
may be, the limit referred to in sub-paragraph 7(a) above
would not be exceeded.
8. FURTHER SUBORDINATED LOAN STOCK
Power is reserved to the Company (without the consent of the
Stockholders but subject as hereinafter provided) to create
and issue further sterling-denominated subordinated loan
stock (being Further Subordinated Loan Stock) constituted by
a deed supplemental to the Subordinated Loan Stock Trust
Deed and ranking pari passu with the Subordinated Loan Stock
and all (if any) other Further Subordinated Loan Stock and
either forming a single series with the Subordinated Loan
Stock or any series of other Further Subordinated Loan Stock
or a single series therewith save for the first payment of
interest or carrying such rights (including, without
limitation, rights as to interest, premium, repayment,
conversion and otherwise) as the Directors may think fit,
provided that:
(a)no Further Subordinated Loan Stock shall be paid up in
whole or in part by way of capitalisation of reserves or
undistributed profits of the Company or any Subsidiary or
be issued by way of security for any obligation of the
Company or any Subsidiary or any obligation of another
person; and
(b)the Company shall not be entitled to create and issue any
Further Subordinated Loan Stock unless not more than 14
days prior thereto the Auditors shall have reported to
the Trustee that immediately after such creation and
issue the limit mentioned in sub-paragraph 7(a) above
will be complied with.
9. LISTING
The Company will covenant in the Subordinated Loan Stock
Trust Deed to use its best endeavours to obtain and, so long
as any of the Subordinated Loan Stock remains outstanding,
maintain a listing for the Subordinated Loan Stock on the
London Stock Exchange or, if it is unable to do so having
used such best endeavours or if the maintenance of such
listing is agreed by the Trustee to be unduly onerous, use
its best endeavours to obtain and maintain the quotation or
listing of the Subordinated Loan Stock on such other stock
exchange as it may (with the prior written approval of the
Trustee) decide.
10.MODIFICATION OF RIGHTS
Holders of the Subordinated Loan Stock will have power by
Extraordinary Resolution, as defined in the Trust Deed,
inter alia, to sanction any modification, abrogation or
compromise of or arrangement in respect of their rights
against the Company, to assent to any modification or
abrogation of the provisions of the Trust Deed or to which
the Subordinated Loan Stock is subject proposed or agreed to
by the Company and also to sanction other matters as
provided therein. In addition, the Trustee has power without
the sanction or consent of the Stockholders at any time and
from time to time to concur with the Company in making such
modifications to the Trust Deed as may be agreed between the
Company and the Trustee where the Trustee is of the opinion
that any such modification will not be materially
prejudicial to the interests of the Stockholders or where
the modification is made to correct a manifest error or is
of a formal, minor or technical nature. The Trustee also has
power without the sanction or consent of the Stockholders
whenever it is of the opinion that so to do would be in the
interests of the Company and not materially prejudicial to
the interests of the Stockholders, unless otherwise directed
by an Extraordinary Resolution of the Stockholders, to waive
or authorise on such terms and conditions (if any) as may to
the Trustee seem expedient any breach or proposed breach by
the Company of any provision of the Trust Deed, without
prejudice to the rights of the Trustee and the Stockholders
in respect of any other or subsequent breach, and to
authorise on such terms and conditions as may to the Trustee
seem appropriate, any act or thing which would but for this
provision and such authorisation be in breach of any
provision of the Trust Deed.
In connection with the exercise by it of any of its trusts,
powers, authorities and discretions (including, without
limitation, any modification, waiver or authorisation), the
Trustee shall have regard to the general interests of the
Stockholders as a class but shall not have regard to any
interests arising from circumstances particular to
individual Stockholders (whatever their number) and, in
particular but without limitation, shall not have regard to
the consequences of any such exercise for individual
Stockholders (whatever their number) resulting from their
being for any purpose domiciled or resident in, or otherwise
connected with, or subject to the jurisdiction of, any
particular territory or any political sub-division thereof
and the Trustee shall not be entitled to require, nor shall
any Stockholder be entitled to claim, from the Company, the
Trustee or any other person any indemnification or payment
in respect of any tax consequence of any such exercise upon
individual Stockholders.
11.INDEMNIFICATION OF TRUSTEE
The Trust Deed will contain provisions for the
indemnification of the Trustee and for its relief from
responsibility. Any consent, approval, authorisation,
waiver, release, agreement or determination given or
discretion exercised by the Trustee may be given or
exercised on such terms and conditions, if any, as the
Trustee may think fit. Any such consent may be given
retrospectively.
12.TRANSFER
The Subordinated Loan Stock will be registered and
transferable in amounts and integral multiples of 1p nominal
by instrument in writing in the usual common form or such
other form as the Directors may approve. Every instrument of
transfer must be signed by or on behalf of the transferor
and the transferor shall be deemed to remain the owner of
the Subordinated Loan Stock to be transferred until the name
of the transferee is entered in the register in respect
thereof.
The Subordinated Loan Stock Trust Deed will contain
provisions enabling the Subordinated Loan Stock to be held
and transferred in uncertificated form by means of a
relevant system in accordance with the Regulations. The
Trustee may concur with the Company in making modifications
to the provisions of the Subordinated Loan Stock Trust Deed
in order to reflect changes in the Regulations or in
applicable law and practice relating to the holding or
transfer of Subordinated Loan Stock in uncertificated form.
13.NEW TRUSTEE
The Trustee may at any time retire on the expiry of not less
than three months' written notice to that effect given to
the Company without assigning any reason and without being
responsible for any costs occasioned by such retirement. The
statutory power of appointing a new trustee or new trustees
shall be exercisable by the Company. A new trustee so
appointed must in the first place be approved by an
Extraordinary Resolution of the Stockholders.
14.PRESCRIPTION
The Trust Deed will not provide for any prescription
periods.
15.GOVERNING LAW
The Trust Deed will be governed by and construed in
accordance with English law.
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