REG - Natwest Markets PLC - Notice of Meeting and Extraordinary Resolution

Bank Of New York MellonAnnouncement

11/10/2023 17:00

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RNS Number : 8298P  Natwest Markets PLC  11 October 2023

 

 

NOTICE OF MEETING AND EXTRAORDINARY RESOLUTION

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF
NOTEHOLDERS.  IF ANY NOTEHOLDER IS IN ANY DOUBT AS TO THE ACTION IT SHOULD
TAKE OR IS UNSURE OF THE IMPACT OF THE IMPLEMENTATION OF THE EXTRAORDINARY
RESOLUTION TO BE PROPOSED AT THE MEETING, IT SHOULD SEEK ITS OWN FINANCIAL AND
LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT
FINANCIAL OR LEGAL ADVISER.

NatWest Markets Plc

Legal Entity Identifier (LEI): RR3QWICWWIPCS8A4S074

(Incorporated in Scotland with limited liability under the

Companies Acts 1948 to 1980, registered number SC090312)

NOTICE OF HOLDER MEETING

to all of the holders of the outstanding securities listed in the table below

 ISIN          Description
 XS0311807241  £150,000,000 TelSec Credit-Linked Notes due 2033 (the "Notes")

 (the "Notes")

of the Issuer presently outstanding

NOTICE IS HEREBY GIVEN that a meeting (the "Meeting") of the holders of the
Notes (the "Noteholders") convened by the Issuer will be held via
teleconference (using a video enabled platform) at 10.00 hours London time
on 2 November 2023 for the purpose of considering and, if thought fit, passing
the following resolution which will, in respect of the Notes, be proposed as
an Extraordinary Resolution in accordance with the provisions of the trust
deed dated 12 November 2002, as modified, supplemented and/or restated 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 the Noteholders, and
constituting the Notes.  Capitalised terms used but not defined in this
Notice have the meanings given to them in the Trust Deed or the terms and
conditions of the Notes (the "Conditions").

In light of the efficiencies in holding the Meeting virtually rather than at a
physical location and in accordance with the provisions of the Trust Deed
further regulations regarding the holding of the Meeting will be prescribed
providing that the Meeting (and any adjourned Meeting) will be held via
teleconference (using a video enabled platform). Accordingly, the Meeting (and
any adjourned Meeting) will not be convened at a physical location. In such
circumstances, those Noteholders who have indicated that they wish to attend
the Meeting will be provided with further details about attending the Meeting
(and any adjourned Meeting) via teleconference (using a video enabled
platform).

The period for voting in relation to the Extraordinary Resolution will expire
at 4.00 p.m. (London time) on 30 October 2023 (such time and date, the
"Expiration Deadline"). The deadlines set by any intermediary or Euroclear
Bank SA/NV or Clearstream Banking, S.A. (each, a "Clearing System") will be
earlier than the deadlines set out in this document. Noteholders who do not
deliver a valid electronic voting instruction to the relevant Clearing System
(a "Consent Instruction"), but who wish to participate in, or otherwise be
represented at, the Meeting other than by way of submission of a valid Consent
Instruction must make the necessary arrangements by the Expiration Deadline.

No consent fee will be payable in connection with the Meeting.

EXTRAORDINARY RESOLUTION IN RESPECT OF THE £150,000,000 TELSEC CREDIT-LINKED
NOTES DUE 2033

"THAT this meeting of the holders of the outstanding £150,000,000 TelSec
Credit-Linked Notes due 2033 (ISIN: XS0311807241) of NatWest Markets Plc (the
"Notes" and the "Issuer" respectively) constituted by the trust deed dated 12
November 2002, as modified, supplemented and/or restated 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 the holders
of the Notes (the "Noteholders"), hereby:

1.        assents to the modification of the terms and conditions of
the Notes as set out in Schedule 1 to the Trust Deed (the "Conditions") as any
of the same may from time to time be modified or amended and restated in
accordance with the Trust Deed, to provide for the replacement of LIBOR with
SONIA as the reference rate for calculating interest in respect of the Notes
and certain other related amendments (including to add benchmark fallback
provisions);

2.        sanctions every abrogation, modification or compromise of, 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, involved in or resulting from or to be effected by, the modifications
referred to in paragraphs ‎1 and 2 of this Extraordinary Resolution and
their implementation;

3.        authorises, directs, requests, empowers and instructs the
Trustee to:

(i)            concur in the modifications referred to in paragraph
‎1 of this Extraordinary Resolution and, in order to give effect to and
implement such modifications, on or shortly after the passing of this
Extraordinary Resolution, to execute a supplemental trust deed (the
"Supplemental Trust Deed") in the form of the draft produced to this meeting
and signed by the chairman of the meeting for the purpose of identification,
with such amendments (if any) as may be requested by the Issuer and approved
by the Trustee, in its sole and absolute discretion, or required by the
Trustee in order to give effect to this Extraordinary Resolution; and

(ii)           concur in, and execute and do all such other deeds,
instruments, acts and things as may be necessary, desirable or expedient, in
the sole and absolute discretion of the Trustee, to carry out and give effect
to this Extraordinary Resolution and the implementation of the modifications
referred to in paragraph ‎1 of this Extraordinary Resolution;

4.        discharges and exonerates the Trustee from any and all
liability for which it may have become or may become responsible under the
Trust Deed or the Notes in respect of any act or omission in connection with
this Extraordinary Resolution or its implementation (including but not limited
to the execution by the Trustee and the Issuer of the Supplemental Trust Deed
for the purpose of implementing this Extraordinary Resolution);

5.        irrevocably waives any claim that we may have against the
Trustee arising as a result of any loss or damage which we 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
we further confirm that we will not seek to hold the Trustee liable for any
such loss or damage;

6.        agrees and undertakes fully and effectively to indemnify and
hold harmless the Trustee from and against all liability which may be suffered
or incurred by the Trustee as a result of any claims, actions, demands or
proceedings brought or established (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 this Extraordinary Resolution;

7.        approves that the Trustee be and is hereby authorised and
instructed not to obtain any legal opinions in relation to, or to enquire
into, the power and capacity of any person to enter into the Supplemental
Trust Deed, or the due execution and delivery thereof by any party thereto or
the validity or enforceability thereof and that it shall not be liable to any
Noteholder for any consequences resulting from following this instruction; and

8.        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 of Meeting, as applicable."

Background

The Issuer has convened the Meeting for the purpose of enabling Noteholders to
consider and resolve, if they think fit, to pass the Extraordinary Resolution
proposed in relation to the Notes.

The Notes are linked to GBP LIBOR which is no longer published on a
representative basis.

The purpose of the Meeting is to modify the Conditions of the Notes (as set
out in the Trust Deed) in order to replace GBP LIBOR with Compounded Daily
Sonia as the Reference Rate for the calculation of interest (the "Proposal")
and to authorise the Trustee to agree to such modifications as set out in the
Annex to this Notice.

The Trustee has not been involved in the formulation of the Extraordinary
Resolution and the Trustee expresses no opinion on the merits of the
Extraordinary Resolution or on whether Noteholders would be acting in their
best interests in approving the Extraordinary Resolution, and nothing in this
Notice should be construed as a recommendation to Noteholders from the Trustee
to vote in favour of, or against, the Extraordinary Resolution. Noteholders
should take their own independent financial and legal advice on the merits and
on the consequences of voting in favour of, or against, the Extraordinary
Resolution, including as to any tax consequences.  The Trustee has not
reviewed, nor will it be reviewing, any documents relating to the Meeting,
except those to which it will be a party and this Notice. On the basis of the
information set out in this Notice, the Trustee has authorised it to be stated
that the Trustee has no objection to the Extraordinary Resolution being put to
Noteholders for their consideration.

Any questions or requests for assistance in connection with the delivery of
Electronic Voting Instructions, or inspection of copies of any related
documents, from the date of this Notice up to the time of the Meeting, may be
directed to The Bank of New York Mellon, London Branch (the "Tabulation
Agent"), whose contact details are provided at the bottom of this Notice.

None of the Issuer, the Tabulation Agent, the Trustee (or, in each case, any
of their respective agents, affiliates, directors, members, employees or
representatives) expresses any opinion on the merits of, or makes any
representation or recommendation whatsoever regarding the Extraordinary
Resolution or the Proposal (or the impact thereof on particular Noteholders)
or makes any recommendation whether Noteholders should participate in the
Meeting.

General

Copies of (i) the Trust Deed, (ii) the relevant Pricing Supplement for the
Notes (iii) this Notice; and (iv) the current draft of the Supplemental Trust
Deed as referred to in paragraph ‎3 of the Extraordinary Resolution, are
also available for inspection (in electronic form) by Noteholders on and from
the date of this Notice up to and including the date of the Meeting from the
Tabulation Agent and the Paying Agent during normal business hours on any
weekday (Saturdays, Sundays and public holidays excepted) up to and including
the date of the Meeting and at the Meeting.  Any revised version of the draft
Supplemental Trust Deed made available as described above and marked to
indicate changes to the draft made available on the date of this Notice will
supersede the previous draft of the Supplemental Trust Deed and Noteholders
will be deemed to have notice of any such changes.

The attention of Noteholders is particularly drawn to the procedures for
voting, quorum and other requirements for the passing of the Extraordinary
Resolution at the Meeting or any meeting held following any adjournment of the
Meeting, which are set out in paragraph 2 of "Voting and Quorum" below.
Having regard to such requirements, Noteholders are strongly urged either to
attend the Meeting or to take steps to be represented at the Meeting
(including by way of submitting Consent Instructions) as soon as possible.

Voting and Quorum

1.        The provisions governing the convening and holding of a
meeting of the Noteholders are set out in Schedule 3 to the Trust Deed, a copy
of which is available for inspection by the Noteholders as referred to above.

Each person (a "beneficial owner") who is the owner of a particular aggregate
principal amount of the Notes through Euroclear, Clearstream, Luxembourg or a
person who is shown in the records of Euroclear or Clearstream, Luxembourg as
a holder of the Notes (a "Direct Participant"), should note that a beneficial
owner will only be entitled to attend and vote at the 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.

A person attending the Meeting virtually via teleconference (using a video
enabled platform) shall be deemed to be present in person at the Meeting, and
all such references in this Notice shall be construed accordingly.

A Noteholder who wishes to attend and vote at the Meeting and any adjourned
Meeting in person must produce at the Meeting a valid voting certificate or
certificates issued by a Paying Agent.

A Noteholder may obtain a voting certificate in respect of its Notes from a
Paying Agent by arranging for its Notes to be blocked in an account with
Euroclear or Clearstream, Luxembourg (unless the Note is the subject of a
block voting instruction which has been issued and is outstanding in respect
of the Meeting or any adjourned Meeting) not less than 48 hours before the
time fixed for the Meeting (or, if applicable, any adjourned Meeting) and
within the relevant time limit specified by Euroclear or Clearstream,
Luxembourg, as the case may be, upon terms that the Notes will not cease to be
so blocked until the first to occur of the conclusion of the Meeting or any
adjourned Meeting and the surrender of the voting certificate to the Paying
Agent and notification by the Paying Agent to Euroclear or Clearstream,
Luxembourg, as the case may be, of such surrender or the compliance in such
other manner with the rules of Euroclear or Clearstream, Luxembourg, as the
case may be.  For the purposes of this Notice, 48 hours shall mean a period
of 48 hours including all or part of two days upon which banks are open for
business in London and such period shall be extended by one or, to the extent
necessary, more periods of 24 hours until there is included as aforesaid all
or part of two days upon which banks are open for business as aforesaid.

A Noteholder not wishing to attend and vote at the Meeting in person may
either deliver the voting certificate(s) to the person whom it wishes to
attend on its behalf or give a voting instruction (in the form of an
electronic voting instruction (an "Electronic Voting Instruction") in
accordance with the standard procedures of Euroclear and/or Clearstream,
Luxembourg) to, and require the Paying Agent to, include the votes
attributable to its Notes in a block voting instruction issued by the Paying
Agent for the Meeting or any adjourned Meeting, in which case the Paying Agent
shall appoint a proxy to attend and vote at Meeting in accordance with such
Noteholder's instructions.

If a Noteholder wishes the votes attributable to its Notes to be included in a
block voting instruction for the Meeting or any adjourned Meeting, then (i)
the Noteholder must arrange for its Notes to be blocked in an account with
Euroclear or Clearstream, Luxembourg for that purpose and (ii) the Noteholder
or a duly authorised person on its behalf must direct the Paying Agent as to
how those votes are to be cast by way of an Electronic Voting Instruction, not
less than 48 hours before the time fixed for the Meeting (or, if applicable,
any adjourned Meeting) and within the time limit specified by Euroclear or
Clearstream, Luxembourg, as the case may be, upon terms that the Notes will
not cease to be so blocked until the first to occur of (i) the conclusion of
the Meeting or any adjourned Meeting and (ii) not less than 48 hours before
the time for which the Meeting is convened, the notification in writing of any
revocation of a Noteholder's previous instructions to the Paying Agent and the
same then being notified in writing by the Paying Agent to the Issuer and the
Trustee at least 24 hours before the time appointed for holding the Meeting
and such Notes ceasing in accordance with the procedures of Euroclear or
Clearstream, Luxembourg, as the case may be, and with the agreement of the
Agent to be held to its order or under its control, and that such instruction
is, during the period commencing 48 hours prior to the time for which the
Meeting or any adjourned Meeting is convened and within the time limit
specified by Euroclear or Clearstream, Luxembourg, as the case may be, and
ending at the conclusion or adjournment thereof, neither revocable nor capable
of amendment.

Any Electronic Voting Instructions given may not be revoked during the period
starting 48 hours before the time fixed for the Meeting and within the time
limit specified by Euroclear or Clearstream, Luxembourg, as the case may be,
and ending at the close of the Meeting.

For the above purposes, instructions given by Direct Participants to the
Tabulation Agent through Euroclear or Clearstream, Luxembourg will be deemed
to be instructions given to the Paying Agent.

Noteholders who have not submitted or delivered or arranged for the submission
or delivery of an Electronic Voting Instruction as provided above but who wish
to attend and vote at the Meeting may do so in accordance with the procedures
set out above. Those Noteholders who have indicated that they wish to attend
the Meeting will be provided with further details about attending the
teleconference.

2.        The quorum required for the Extraordinary Resolution to be
considered at the Meeting is two or more persons present and holding or
representing in the aggregate a two-thirds of the aggregate principal amount
of the Notes for the time being outstanding.

In the event such quorum is not present within 30 minutes from the time
initially fixed for the Meeting, the Meeting shall be adjourned until such
date, not less than 28 nor more than 42 days later, and place as may be
appointed by the chairman of the Meeting and approved by the Trustee.  At any
such adjourned Meeting two or more persons present and holding or representing
in the aggregate one-third  of the aggregate principal amount of the Notes
for the time being outstanding will form a quorum.

Voting certificates obtained and Electronic Voting Instructions given in
respect of the Meeting (unless revoked in accordance with the terms of the
Trust Deed and, in the case of Electronic Voting Instructions, in accordance
with the procedures of the Euroclear or Clearstream, Luxembourg, as the case
may be) shall remain valid for any adjourned Meeting.

Noteholders should note these quorum requirements and should be aware that, if
the Noteholders either present or appropriately represented at the Meeting are
insufficient to form a quorum for the Extraordinary Resolution, the
Extraordinary Resolution cannot be formally considered at the Meeting.
Noteholders are therefore encouraged either to attend the Meeting virtually or
to arrange to be represented at the Meeting as soon as possible.

3.        Every question submitted to the Meeting shall be decided in
the first instance by a show of hands and in case of equality of votes the
chairman of the Meeting shall both on a show of hands and on a poll have a
casting vote in addition to the vote or votes (if any) to which he may be
entitled as a holder of a voting certificate or as a proxy.

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 any
person present holding or representing in the aggregate not less than
one-fiftieth of the aggregate principal amount of the Notes then outstanding,
a declaration by the chairman of the Meeting that a resolution has been
carried or carried by a particular majority or lost or not carried by a
particular majority shall be conclusive evidence of the fact without proof of
the number or proportion of the votes recorded in favour or against such
resolution.

On a show of hands every person who is present virtually and produces a voting
certificate or is a proxy or representative shall have one vote.  On a poll
every such person shall have one vote in respect of each £1.00 in aggregate
principal amount of the Notes represented by the voting certificate so
produced or in respect of which he or she is a proxy or representative.

4.        To be passed at the Meeting, the Extraordinary Resolution
requires a majority consisting of not less than three-quarters of the votes
cast in respect of the Extraordinary Resolution. If passed, the Extraordinary
Resolution shall be binding on all Noteholders, whether or not present at the
Meeting at which it is passed and whether or not voting.

Any questions or requests for assistance in connection with the delivery of
Electronic Voting Instructions, or inspection of copies of any related
documents, from the date of this Notice up to the time of the Meeting, may be
directed to The Bank of New York Mellon, London Branch (the "Tabulation
Agent"), whose contact details are provided at the bottom of this Notice.

Timetable

This is an indicative timetable showing one possible outcome for the timing of
the Meeting based on the date of this Notice and assuming that no Meeting is
adjourned.  This timetable is subject to change and dates and times may be
extended or amended by the Issuer.  Accordingly, the actual timetable may
differ significantly from the timetable below.

 Date                                                 Action
 11 October 2023                                      Notice of Meeting published through the Regulatory News Service provided by
                                                      the London Stock Exchange plc and delivered to Clearing Systems for
                                                      communication to Direct Participants.
                                                      From this date, the relevant Noteholders may arrange for the relevant Notes
                                                      held by Clearstream, Luxembourg and/or Euroclear in their accounts to be
                                                      blocked in such accounts and held to the order and under the control of the
                                                      Paying Agent in order to obtain voting certificates or give valid Consent
                                                      Instructions, to the Tabulation Agent.
 4.00 p.m.,                                           Expiration Deadline

 London time, 30 October 2023                         Deadline for receipt by the Tabulation Agent of all valid Consent Instructions

                                                    in order for Noteholders to be able to participate in the Meeting.
 (at least 48 hours before the Meeting)

                                                      Deadline for making any other arrangements to attend or be represented at the
                                                      Meeting.
 10.00 a.m., London time, 2 November 2023             Meeting

                                                      Meeting in respect of the Notes to be held via teleconference.
 As soon as reasonably practicable after the Meeting  Announcement of the results of the Meeting

                                                      Announcement of the results of the Meeting.

                                                      Such announcement to be published through the Regulatory News Service provided
                                                      by the London Stock Exchange plc and delivered to Clearing Systems for
                                                      communication to Direct Participants.
 As soon as reasonably practicable after the Meeting  Implementation Date

                                                      If the Extraordinary Resolution, the Supplemental Trust Deed as suitably
                                                      modified to reflect the Extraordinary Resolution and to effect the relevant
                                                      changes, is expected to be executed.

This Notice is given by NatWest Markets Plc.

Noteholders should contact the following for further information:

The Issuer

NatWest Markets Plc

250 Bishopsgate

London, EC2M 4AA

United Kingdom

Email: richard.atkin@natwestmarkets.com

The Tabulation Agent

The Bank of New York Mellon, London Branch

160 Queen Victoria Street

London EC4V 4LA

United Kingdom

Attention: Debt Restructuring Services

 

Tel:    +44 (0) 1202 689644

Email:         debtrestructuring@bnymellon.com

 

Dated: 11 October 2023

ANNEX

1.1       The Conditions of the Notes shall be amended in the manner set
out herein and in the Amended and Restated Final Terms as set out in the Annex
to the Supplemental Trust Deed dated 2 November 2023.

1.2       Condition 3 of the Conditions of the Notes set out in the
Subsisting Trust Deed shall be modified as follows:

1.2.1       Condition 3(b)(iv) shall be deleted and replaced with the
following:

(iv)    Screen Rate Determination for Floating Rate Notes which reference
to SONIA

Where Screen Rate Determination is specified in the applicable Final Terms as
the manner in which the Rate of Interest is to be determined and the Reference
Rate specified in the applicable Final Terms is SONIA:

(A)    where the Calculation Method in respect of the relevant Series of
Floating Rate Notes is specified in the applicable Final Terms as being
"Compounded Daily", the Rate of Interest for each Interest Period will,
subject as provided below, be the Compounded Daily Reference Rate plus the
Margin plus the Adjustment Rate, all as determined by the Calculation Agent,
where:

"Compounded Daily Reference Rate" means, with respect to an Interest Period,
the rate of return of a daily compound interest investment in the Specified
Currency (with the applicable Reference Rate as the reference rate for the
calculation of interest) and will be calculated by the Calculation Agent on
the relevant Interest Determination Date, as follows, and the resulting
percentage will be rounded, if necessary, to the Relevant Decimal Place:

where:

"Adjustment Rate" means 0.1193 per cent.;

"Business Day" or "BD" means a day on which commercial banks and foreign
exchange markets settle payments and are open for general business (including
dealing in foreign exchange and foreign currency deposits) in London;

"D" is 365;

"d" is, in relation to any Interest Accrual Period, the number of calendar
days in such Interest Accrual Period;

"d(o)" is, in relation to any Interest Accrual Period, the number of Business
Days in such Interest Accrual Period;

"i" is, in relation to any Interest Accrual Period, a series of whole numbers
from one to d(o), each representing the relevant Business Day in chronological
order from, and including, the first Business Day in such Interest Accrual
Period;

"Interest Accrual Period" means in relation to any Interest Period, such
Interest Period;

"n(i)", for any Business Day "i" in the relevant Interest Accrual Period,
means the number of calendar days from and including such Business Day "i" up
to but excluding the following Business Day;

"Observation Period" means, in respect of any Interest Period, the period from
and including the date falling "p" Business Days prior to the first day of
such Interest Period and ending on, but excluding, the date which is "p"
Business Days prior to the Interest Payment Date for such Interest Period (or
the date falling "p" Business Days prior to such earlier date, if any, on
which the Notes become due and payable);

"p" means, for any Interest Period, five Business Days;

"r" means in respect of any Business Day, the Relevant Reference Rate in
respect of such Business Day; and

"Reference Day" means each Business Day in the relevant Interest Period, other
than any Business Day in the Lock-out Period;

"Relevant Decimal Place" shall be the fifth decimal place, with 0.000005 being
rounded upwards;

"Relevant Reference Rate" means the SONIA rate;

"r(i-pBD)" means, in relation to any Interest Accrual Period, the applicable
Reference Rate as set out in the definition of "r" above for the Business Day
(being a Business Day falling in the relevant Observation Period) falling "p"
Business Days prior to the relevant Business Day "i";

"SONIA" means, in respect of any Business Day, a reference rate equal to the
daily Sterling Overnight Index Average rate for such 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 in each case on the
Business Day immediately following such Business Day;

(B)    where "SONIA" is specified as the Reference Rate in the applicable
Final Terms, if, in respect of any Business Day, SONIA (as defined in
paragraph (A) above) is not available on the Relevant Screen Page or has not
otherwise been published by the relevant authorised distributors, such
Reference Rate shall be:

(1)   (i) the Bank of England's Bank Rate (the "Bank Rate") prevailing at
close of business on the relevant Business Day; plus (ii) the mean of the
spread of SONIA to the Bank Rate over the previous five days on which SONIA
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) to
the Bank Rate; or

(2)   subject to Condition 3(h), if such Bank Rate is not available, the
SONIA rate published on the Relevant Screen Page (or otherwise published by
the relevant authorised distributors) for the first preceding Business Day on
which the SONIA rate was published on the Relevant Screen Page (or otherwise
published by the relevant authorised distributors),

and in each case, "r" shall be interpreted accordingly;

1.2.2       The following provision shall be added as a new Condition
3(h) (Benchmark Replacement):

(h)        Benchmark replacement

Notwithstanding the provisions above in this Condition 3 but subject to
Condition 3(b)(B)(1) above taking precedence, if the Issuer (in consultation,
to the extent practicable, with the Calculation Agent) determines that a
Benchmark Event has occurred or considers that there may be a Successor Rate,
in either case, when any Rate of Interest (or the relevant component part
thereof) remains to be determined by reference to a Reference Rate, then the
following provisions shall apply:

(A)    the Issuer shall use reasonable endeavours to appoint an Independent
Adviser to determine a Successor Rate or, alternatively, if the Independent
Adviser determines that there is no Successor Rate, an Alternative Reference
Rate no later than 3 Business Days prior to the Reset Determination Date or
Interest Determination Date (as applicable) relating to the next succeeding
Reset Period or Interest Period (as applicable) (the "IA Determination Cut-off
Date") for purposes of determining the Rate of Interest applicable to the
Notes for all future Reset Periods or Interest Periods (as applicable)
(subject to the subsequent operation of this Condition 3(h));

(B)    if the Issuer is unable to appoint an Independent Adviser, or the
Independent Adviser appointed by it fails to determine a Successor Rate or an
Alternative Reference Rate prior to the IA Determination Cut-off Date in
accordance with subparagraph (A) above, then the Issuer (in consultation, to
the extent practicable, with the Calculation Agent and acting in good faith)
may determine a Successor Rate or, if the Issuer determines that there is no
Successor Rate, an Alternative Reference Rate for purposes of determining the
Rate of Interest applicable to the Notes for all future Reset Periods or
Interest Periods (as applicable) (subject to the subsequent operation of this
Condition 3(h) in the event of a further Benchmark Event affecting the
Successor Rate or Alternative Reference Rate); provided, however, that if this
subparagraph (B) applies and the Issuer is unable or unwilling to determine a
Successor Rate or an Alternative Reference Rate prior to the Reset
Determination Date or Interest Determination Date (as applicable) relating to
the next succeeding Reset Period or Interest Period (as applicable) in
accordance with this subparagraph (B) (and for the avoidance of doubt, shall
apply to only such Reset Period or Interest Period (as applicable)), the Rate
of Interest applicable to such Reset Period or Interest Period shall be equal
to the Rate of Interest last determined in relation to the Notes in respect of
a preceding Reset Period or Interest Period as applicable (which may be the
Initial Rate of Interest) (though substituting, where a different Margin is to
be applied to the relevant Reset Period or Interest Period from that which
applied to the last preceding Reset Period or Interest Period for which the
Rate of Interest was determined, the Margin relating to the relevant Reset
Period or Interest Period, in place of the Margin relating to that last
preceding Reset Period or Interest Period);

(C)    if a Successor Rate or an Alternative Reference Rate is determined
in accordance with the preceding provisions, such Successor Rate or
Alternative Reference Rate (as applicable) shall be the  Reference Rate for
all future Reset Periods or Interest Periods (as applicable) (subject to the
subsequent operation of this Condition 3(h) in the event of a further
Benchmark Event affecting the Successor Rate or Alternative Reference Rate);

(D)    if the Independent Adviser (in consultation with the Issuer) or (if
the Issuer is unable to appoint an Independent Adviser, or the Independent
Adviser appointed by it fails to determine whether an Adjustment Spread should
be applied) the Issuer determines that an Adjustment Spread should be applied
to the relevant Successor Rate or the relevant 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 Rate or Alternative Reference Rate (as applicable).
If the Independent Adviser or the Issuer (as applicable) is unable to
determine, prior to the Reset Determination Date or Interest Determination
Date (as applicable) relating to the next succeeding Reset Period or Interest
Period (as applicable), the quantum of, or a formula or methodology for
determining, such Adjustment Spread, then such Successor Rate or Alternative
Reference Rate (as applicable) will apply without an Adjustment Spread;

(E)     if the Independent Adviser or the Issuer (as the case may be)
determines a Successor Rate or an Alternative Reference Rate or, in each case,
any Adjustment Spread, in accordance with the above provisions, the
Independent Adviser or the Issuer may also, following consultation, to the
extent practicable, with the Calculation Agent, specify changes to the Day
Count Fraction, Relevant Screen Page, Business Day Convention, Business Days,
Reset Determination Date, Interest Determination Date, Interest Payment Dates
and/or the definition of Mid-Swap Floating Leg Benchmark Rate, Reference Rate
or Adjustment Spread applicable to the Notes (and in each case, related
provisions and definitions), and the method for determining the fallback rate
in relation to the Notes, in order to follow market practice in relation to
such Successor Rate or Alternative Reference Rate (as applicable), which
changes shall apply to the Notes for all future Reset Periods or Interest
Periods (as applicable) (subject to the subsequent operation of this Condition
3(h). Subject as provided in the Trust Deed, the Trustee shall, at the
direction and expense of the Issuer, but subject to receipt by the Trustee of
a certificate signed by two directors or two authorised signatories of the
Issuer pursuant to Condition 3(h)(F), and without any requirement for the
consent or approval of the Noteholders or the Couponholders, be obliged to
concur with the Issuer in using its reasonable endeavours to effect such
consequential amendments to the Trust Deed, the Agency Agreement and these
Terms and Conditions (including, inter alia, by the execution of a deed
supplemental to/amending the Trust Deed) as may be required in order to give
effect to this Condition 3(h) and the Trustee shall not be liable to any party
for any consequences thereof (provided, however, that the Trustee shall not be
obliged to agree to any such consequential amendments if the same would, in
the sole opinion of the Trustee, impose more onerous obligations upon it or
expose it to any additional duties, responsibilities or liabilities or reduce,
or amend its rights and/or the protective provisions afforded to it in any
document to which it is a party). An Independent Adviser appointed pursuant to
this Condition 3(h) shall act in good faith and (in the absence of bad faith,
gross negligence and wilful misconduct) shall have no liability whatsoever to
the Issuer, the Trustee, the Agent, the Calculation Agent or the Noteholders
for any determination made by it or for any advice given to the Issuer in
connection with any determination made by the Issuer pursuant to this
Condition 3(h). No Noteholder consent shall be required in connection with
effecting the Successor Rate or the Alternative Reference Rate (as
applicable), any Adjustment Spread or such other changes, including for the
execution of any documents, amendments or other steps by the Issuer, the
Trustee, the Calculation Agent or the Agent (if required); and

(F)     the Issuer shall promptly following the determination of any
Successor Rate, Alternative Reference Rate or Adjustment Spread give notice
thereof and of any changes pursuant to subparagraph (E) above to the Trustee,
the Agent and the Noteholders. No later than notifying the Trustee of the
same, the Issuer shall deliver to the Trustee a certificate signed by two
directors or two authorised signatories of the Issuer confirming (i) that a
Benchmark Event has occurred or that there is a Successor Rate, (ii) the
Successor Rate or Alternative Reference Rate (as applicable), (iii) where
applicable, any Adjustment Spread and (iv) where applicable, the terms of any
changes pursuant to subparagraph (E) above. The Trustee shall be entitled to
rely on such certificate (without enquiry or liability to any person,
irrespective of whether any such modification is or may be materially
prejudicial to the interests of any such person) as sufficient evidence
thereof. The Successor Rate or Alternative Reference Rate (as applicable),
where applicable, any Adjustment Spread and, where applicable, any such other
relevant changes pursuant to this Condition 3(h) specified in such certificate
will (in the absence of manifest error and without prejudice to the Trustee's
ability to rely on such certificate as aforesaid) be binding on the Issuer,
the Trustee, the Paying Agents, the Calculation Agent, the Noteholders and the
Couponholders.

For the purposes of this Condition 3(h):

"Adjustment Spread" means a spread (which may be positive or negative) or
formula or methodology for calculating a spread, which the Independent Adviser
(in consultation with the Issuer) or the Issuer (as applicable), determines
should be applied to the relevant Successor Rate or the relevant Alternative
Reference Rate (as applicable), as a result of the replacement of the
relevant  Reference Rate with the relevant Successor Rate or the relevant
Alternative Reference Rate (as applicable), and is the spread, formula or
methodology which:

(i)    in the case of a Successor Rate, is recommended in relation to the
replacement of the Reference Rate with the Successor Rate by any Relevant
Nominating Body;

(ii)   in the case of a Successor Rate for which no such recommendation has
been made or in the case of an Alternative Reference Rate, the Independent
Adviser (in consultation with the Issuer) or the Issuer (as applicable)
determines is recognised or acknowledged as being in customary market usage
for the purposes of determining floating rates of interest in respect of bonds
denominated in the Specified Currency, where such rate has been replaced by
such Successor Rate or Alternative Reference Rate (as applicable); or

(iii) if no such customary market usage is recognised or acknowledged, the
Independent Adviser in its discretion (in consultation with the Issuer) or the
Issuer in its discretion (as applicable) determines (acting in good faith) to
be appropriate;

"Alternative Reference Rate" means the reference rate (and related alternative
screen page or source, if available) that the Independent Adviser or the
Issuer (as applicable) determines has replaced the relevant  Reference Rate
in customary market usage for the purposes of determining floating rates of
interest in respect of bonds denominated in the Specified Currency or, if the
Independent Adviser or the Issuer (as applicable) determines that there is no
such rate, such other rate as the Independent Adviser or the Issuer (as
applicable) determines, each in its own discretion, acting in good faith, is
most comparable to the relevant  Reference Rate;

"Benchmark Event" means:

(i)       the relevant Reference Rate has ceased to be published on the
Relevant Screen Page as a result of such benchmark ceasing to be calculated or
administered; or

(ii)      a public statement by the administrator of the relevant
Reference Rate that (in circumstances where no successor administrator has
been or will be appointed that will continue publication of such Reference
Rate) it has ceased, or it will, by a specified future date, cease, publishing
such Reference Rate permanently or indefinitely; or

(iii)     a public statement by the supervisor of the administrator of the
relevant Reference Rate that such Reference Rate has been or will, by a
specified future date, be permanently or indefinitely discontinued; or

(iv)     a public statement by the supervisor of the administrator of the
relevant Reference Rate that means that such Reference Rate will, by a
specified future date, be prohibited from being used or that its use will, by
a specified future date, be subject to restrictions or adverse consequences;
or

(v)      a public statement by the supervisor of the administrator of the
relevant Reference Rate that, in the view of such supervisor, such Reference
Rate is or will, by a specified future date, be no longer representative of an
underlying market; or

(vi)     it has or will become unlawful for the Calculation Agent or the
Issuer to calculate any payments due to be made to any Noteholder using the
relevant Reference Rate (including, without limitation, under the Benchmark
Regulation (EU) 2016/1011, as amended or replaced by any successor regulation
applicable in the UK, if applicable),

provided that, notwithstanding the subparagraphs above, where the relevant
Benchmark Event is a public statement within subparagraphs (ii), (iii), (iv)
or (v) above and the relevant specified future date in the public statement is
more than six months after the date of that public statement, the Benchmark
Event shall not be deemed to occur until the date falling six months prior to
such specified future date;

"Independent Adviser" means an independent financial institution of
international repute or other independent financial adviser experienced in the
international capital markets, in each case appointed by the Issuer at its own
expense;

"Relevant Nominating Body" means, in respect of a reference rate:

(i)       the central bank, reserve bank, monetary authority or any
similar institution for the currency to which such reference rate relates, or
any other central bank or other supervisory authority which is responsible for
supervising the administrator of such reference rate; or

(ii)      any working group or committee sponsored by, chaired or
co-chaired by or constituted at the request of (a) the central bank, reserve
bank, monetary authority or any similar institution for the currency to which
such reference rate relates, (b) any central bank or other supervisory
authority which is responsible for supervising the administrator of such
reference rate, (c) a group of the aforementioned central banks or other
supervisory authorities, (d) the International Swaps and Derivatives
Association, Inc. or any part thereof, or (e) the Financial Stability Board or
any part thereof;

"Successor Rate" means the reference rate (and related alternative screen page
or source, if available) that the Independent Adviser or the Issuer (as
applicable) determines is a successor to or replacement of the relevant
Reference Rate (for the avoidance of doubt, whether or not such  Reference
Rate has ceased to be available) which is recommended by any Relevant

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