The issue of all series of notes under the programme will be authorised by a resolution of the board of directors of the issuing entity, passed on or prior to the date of the first issue of notes. Each series of notes will be constituted by a trust deed supplement to be dated on or about the relevant issue date between the issuing entity and the note trustee, as trustee for, among others, the holders for the time being of the notes. The trust deed includes provisions which enable it to be modified or supplemented and any reference to the trust deed is a reference also to the document as modified or supplemented in accordance with its terms.
The statements set out below include summaries of, and are subject to, the detailed provisions of the trust deed and the relevant trust deed supplement for a series, which will contain the forms of the global note certificates and the individual note certificates. The issuing entity has entered into, for the benefit of the programme, an agency agreement between the issuing entity and The Bank of New York Mellon as principal paying agent, note trustee, paying agent and agent bank and The Bank of New York (Luxembourg) S.A. as registrar and transfer agent which will regulate how payments will be made on all series of notes and how determinations and notifications will be made.
As an investor in the notes, you will be entitled to the benefit of, will be bound by and will be deemed to have notice of, all the provisions of the trust deed, the relevant trust deed supplement and the agency agreement. You can see copies of these agreements at the principal office for the time being of the note trustee, which is, as of the date of this base prospectus, One Canada Square, London E14 5AL and at the office for the time being of the principal paying agent.
Each class or sub-class of notes will be represented initially by a global note certificate in registered form, in the principal amount specified in the relevant final terms. The amount of notes represented by each global note certificate is evidenced by the register maintained for that purpose by the registrar. Together, the notes represented by the global note certificates and any outstanding individual note certificates will equal the aggregate principal amount of the notes outstanding at any time. However, except in exceptional circumstances, individual note certificates will not be issued.
The clearing systems
Unless specified in the relevant final terms, the global note certificates of classes or sub-classes of notes denominated in US dollars will be deposited with The Bank of New York Mellon, as the depository for, and registered in the name of Cede & Co. as nominee of, DTC. On confirmation from the depository that it holds the global note certificates, DTC will record book-entry interests to your account or the participant account through which you hold your interests in the notes. These book-entry interests will represent the beneficial owner's or participant's beneficial interest in the relevant notes represented by such global note certificate.
Unless specified in the relevant final terms, the global note certificates of classes or sub-classes of notes denominated in euro or in sterling will be deposited with a common depository for Clearstream and Euroclear, as the depository for, and registered in the name of a nominee for such common depository.
On confirmation from the common depository that it holds the global note certificates, Clearstream and/or Euroclear, as applicable, will record book-entry interests in your account or the participant account through which you hold your interests in the notes. These book-entry interests will represent the beneficial owner's or participant's beneficial interest in the relevant notes represented by such global note certificate.
Beneficial owners may hold their interest in the notes represented by each global note certificate, in the case of notes denominated in US dollars only through DTC, and in the case of notes denominated in euro or sterling, in Clearstream or Euroclear, as applicable, or indirectly through organisations that are participants in any of those systems. Ownership of these beneficial interests in notes represented by each global note certificate will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC, Clearstream or Euroclear (with respect to interests of their participants) and the records of their participants (with respect to interests of other persons). By contrast, ownership of direct interests in a global note certificate will be shown on, and the transfer of that ownership will be effected through, the register maintained by the registrar. Because of this holding structure of the notes, beneficial owners of notes may look only to DTC, Clearstream or Euroclear, as applicable, or their respective participants for their beneficial entitlement to those notes. The issuing entity expects that
DTC, Clearstream and Euroclear will take any action permitted to be taken by a beneficial owner of notes only in accordance with its rules and at the direction of one or more participants to whose account the interests in a global note certificate are credited and only in respect of that portion of the aggregate principal amount of notes as to which that participant or those participants has or have given that direction.
Payment
Principal and interest payments on the notes will be made, in the case of notes denominated in US dollars via the paying agents to, or to the order of, DTC or its nominee or, in the case of notes denominated in euro or sterling, via the paying agents to, or to the order of, Euroclear or Clearstream or their nominee, as the registered holder of the relevant global note certificate. DTC's practice is to credit its participants' accounts on the applicable payment date according to their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on that payment date.
Payments by DTC, Clearstream and Euroclear participants to the beneficial owners of notes will be governed by standing instructions, customary practice and any statutory or regulatory requirements as may be in effect from time to time. These payments will be the responsibility of the DTC, Clearstream and Euroclear participant and not of DTC, Clearstream, Euroclear, their other participants, any paying agent, the note trustee or the issuing entity. None of the issuing entity, the note trustee, any dealer or any paying agent will have the responsibility or liability for any aspect of the records of DTC, Clearstream or Euroclear on account of beneficial interests in the global note certificates or for maintaining, supervising or reviewing any records of DTC, Clearstream or Euroclear relating to those beneficial interests.
The laws of some states of the United States require that certain persons take physical delivery of securities in definitive form. Consequently the ability to transfer interests in a global note certificate to such persons may be limited. Because DTC, Euroclear and Clearstream can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in a global note certificate to pledge such interest to persons or entitles which do not participate, directly or indirectly, in the relevant clearing system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest.
DTC
DTC has advised us, the arranger and the dealers, that it is:
• a limited-purpose trust company organised under the New York Banking Law;
• a "banking organisation" within the meaning of the New York Banking Law;
• a member of the Federal Reserve System;
• a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
• a "clearing agency" registered under the provisions of section 17A of the US Securities and Exchange Act of 1934 — which we will call the "Exchange Act".
DTC holds securities for its participants and facilitates the clearance and settlement among its participants of securities transactions, including transfers and pledges, in deposited securities through electronic book-entry changes in its participants' accounts. This eliminates the need for physical movement of securities certificates. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations (including Euroclear and Clearstream) and other organisations. Indirect access to the DTC system is also available to others including securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the SEC.
Transfers between participants on the DTC system will occur under DTC rules. Transfers between participants on the Clearstream system and participants on the Euroclear system will occur under their respective rules and operating procedures.
Because of time-zone differences, credits of securities in Clearstream or Euroclear as a result of a transaction with a DTC participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date. The credits for any transactions in these securities settled during this processing will be reported to the relevant Clearstream participant or Euroclear participant on that business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a Clearstream participant or a Euroclear participant to a DTC participant will be received and available on the DTC settlement date. However, it will not be available in the relevant Clearstream or Euroclear cash account until the business day following settlement in DTC.
Purchases of notes under the DTC system must be made by or through DTC participants (which includes Euroclear and Clearstream), which will receive a credit for the notes on DTC's records. The ownership interest of each actual investor is in turn to be recorded on the DTC participants' and indirect participants' records. Investors will not receive written confirmation from DTC of their purchase. However, investors are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC participant or indirect participant through which the investor entered into the transaction. Transfers of ownership interests in the notes are to be accomplished by entries made on the books of DTC participants acting on behalf of investors. Investors will not receive certificates representing their ownership interest in the notes unless use of the book-entry system for the notes is discontinued.
Conveyance of notices and other communications by DTC to DTC participants, by DTC participants to indirect participants, and by DTC participants and indirect participants to noteholders will be governed by arrangements among them and by any statutory or regulatory requirements in effect from time to time.
Clearstream and Euroclear
Clearstream is incorporated under the laws of Luxembourg as a professional registrar. Clearstream holds securities for its participating organisations and facilitates the clearance and settlement of securities transactions between Clearstream participants through electronic book-entry changes in accounts of Clearstream participants, thereby eliminating the need for physical movement of notes. Transactions may be settled in Clearstream in any of 38 currencies, including US dollars, euro and sterling.
Clearstream participants are financial institutions around the world, including dealers, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Clearstream is also available to others, including banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Clearstream participant, either directly or indirectly.
The Euroclear system was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment. This eliminates the need for physical movement of certificates. Transactions may be settled in any of 32 currencies, including US dollars, euro and sterling.
Euroclear participants include banks-including central banks – securities brokers and dealers and other professional financial intermediaries. Indirect access to the Euroclear System is also available to other firms that maintain a custodial relationship with a Euroclear participant, either directly or indirectly.
Securities clearance accounts and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System. These terms and conditions govern transfers of securities and cash within the Euroclear System, withdrawal of securities and cash from the Euroclear System, and receipts of payments for securities in the Euroclear System. All securities in the Euroclear system are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under these terms and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.
Distributions on the notes held indirectly through Clearstream or Euroclear will be credited to the cash accounts of Clearstream participants or Euroclear participants according to the relevant system's rules and procedures, to the extent received by its registrar. These distributions may need to be reported for tax purposes under US tax laws and regulations. Clearstream or the Euroclear operator, as the case may be, will take any other action permitted to be taken by a noteholder on behalf of its participants only as permitted by its rules and procedures and only if its registrar is able to take these actions on its behalf.
Although DTC, Clearstream and Euroclear have agreed to these procedures to facilitate transfers of notes among participants of DTC, Clearstream and Euroclear, they are not obligated to perform these procedures. Additionally, these procedures may be discontinued at any time.
So long as the common depositary or its nominee is the holder of the global notes underlying the book-entry interests, it or its nominee will be the global noteholder under the trust deed. Because of this, each person holding a book-entry interest must rely on the procedures of the registrar, DTC, Euroclear and/or Clearstream or other intermediary though which the interests are held, to exercise any rights and obligations of noteholders under the trust deed and the relevant trust deed supplement.
As the holder of book-entry interests, you will not have the right under the trust deed to act on solicitations by the issuing entity for action by noteholders. You will only be able to act to the extent that you receive the appropriate proxies to do so from DTC, Euroclear or Clearstream. No assurances are made about these procedures or their adequacy for ensuring timely exercise of remedies under the trust deed.
You and other holders of book-entry interests will be entitled to receive individual note certificates, in the form and under the limited circumstances set out in the trust deed and the terms and conditions of the notes. In the event that a global note certificate is exchanged for individual note certificates, such individual note certificates shall be issued in specified denominations. A noteholder who holds a principal amount of less than the minimum specified denomination will not receive an individual note certificate in respect of such holding and would need to purchase a principal amount of notes such that it holds an amount equal to one or more specified denominations.