Notice of Covered Bondholder Meeting

 | Source: Bank of Scotland Bank of Scotland

NOTICE OF COVERED BONDHOLDER MEETING

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED BONDHOLDERS.

If Covered Bondholders are in any doubt about any aspect of the proposals in this notice and/or the action they should take, they are recommended to seek their own financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (if they are in the United Kingdom) or from another appropriately authorised independent financial adviser and such other professional advisor from their own professional advisors as they deem necessary.

If you have recently sold or otherwise transferred your entire holding(s) of Covered Bonds referred to below, you should immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

FURTHER INFORMATION REGARDING THE MATTERS REFERRED TO IN THIS ANNOUNCEMENT IS AVAILABLE IN THE CONSENT SOLICITATION MEMORANDUM (THE "CONSENT SOLICITATION MEMORANDUM") ISSUED BY THE ISSUER TODAY, AND COVERED BONDHOLDERS ARE ENCOURAGED TO READ THIS ANNOUNCEMENT IN CONJUNCTION WITH THE SAME.

BANK OF SCOTLAND PLC

(the Issuer)

(Incorporated with limited liability in Scotland with registered number SC 327000)

NOTICE OF COVERED BONDHOLDER MEETING

to each of the holders of the

EUR 2,000,000,000 Series 2 Covered Bonds due 2013 (ISIN: XS0178952650)

EUR 1,250,000,000 Series 4 Covered Bonds due 2019 (ISIN: XS0193640629)

EUR 2,000,000,000 Series 5 Covered Bonds due 2014 (ISIN: XS0201674594)

GBP 500,000,000 Series 6 Covered Bonds due 2014 (ISIN: XS0208047778)

EUR 1,500,000,000 Series 7 Covered Bonds due 2020 (ISIN: XS0212074388)

EUR 89,100,000 Series 10 Covered Bonds due 2013 (ISIN: XS0226832250)

USD 70,200,000 Series 11 Covered Bonds due 2013 (ISIN: XS0226831872)

EUR 292,250,000 Series 12 Covered Bonds due 2012 (ISIN: XS0236528385)

EUR 233,800,000 Series 13 Covered Bonds due 2013 (ISIN: XS0236528542)

GBP 200,000,000 Series 14 Covered Bonds due 2013 (ISIN: XS0236527817)

EUR 2,000,000,000 Series 15 Covered Bonds due 2013 (ISIN: XS0241851764)

EUR 1,500,000,000 Series 16 Covered Bonds due 2021 (ISIN: XS0260981658)

EUR 1,500,000,000 Series 17 Covered Bonds due 2016 (ISIN: XS0260981229)

EUR 2,000,000,000 Series 18 Covered Bonds due 2014 (ISIN: XS0275093473)

USD 2,193,934,000 Series 21 Covered Bonds due 2017 (ISIN: XS0286774483;

US40411EAB48; CUSIP: 40411EAB4)

EUR 1,250,000,000 Series 22 Covered Bonds due 2017 (ISIN: XS0304458721)

EUR 1,250,000,000 Series 23 Covered Bonds due 2022 (ISIN: XS0304459026)

EUR 2,000,000,000 Series 25 Covered Bonds due 2015 (ISIN: XS0327502224)

DKK 4,680,000,000 Series 26 Covered Bonds due 2018 (ISIN: DK0030075023)

EUR 1,196,000,000 Series 29 Covered Bonds due 2019 (ISIN: XS0366238375)

GBP 1,000,000,000 Series 33 Covered Bonds due 2014 (ISIN: XS0390482213)

EUR 591,750,000 Series 35 Covered Bonds due 2014 (ISIN: XS0390479185)

EUR 591,750,000 Series 36 Covered Bonds due 2016 (ISIN: XS0390479268)

EUR 591,750,000 Series 37 Covered Bonds due 2016 (ISIN: XS0391406591)

GBP 410,000,000 Series 38 Covered Bonds due 2014 (ISIN: XS0391406088)

EUR 2,130,300,000 Series 39 Covered Bonds due 2015 (ISIN: XS0391405783)

EUR 591,750,000 Series 40 Covered Bonds due 2017 (ISIN: XS0391405940)

EUR 850,000,000 Series 41 Covered Bonds due 2016 (ISIN: XS0496583468)

 (the Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that a meeting of the Covered Bondholders (the Meeting) convened by the Issuer will be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 6 December 2012.  The Meeting will be held at 3 p.m. (London time) (4 p.m. CET and 10 a.m. New York time), for the purpose of considering and, if thought fit, passing the Resolution set out below which will be proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed dated 18 July 2003 as amended and restated from time to time (the Trust Deed) made between the Issuer, the Group Guarantor, the LLP and Citicorp Trustee Company Limited (the Bond Trustee) as trustee for the Covered Bondholders and constituting the Covered Bonds.  Capitalised terms used in this notice and not otherwise defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 13 November 2012 (the Consent Solicitation Memorandum), which is available upon request from the Principal Paying Agent and in the Data Room (see "Documents Available for Inspection" below).  In accordance with normal practice, each of the Bond Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent, the Principal Paying Agent, the Paying Agent, the Bond Registrar, the LLP and the Group Guarantor have not been involved in the formulation of, express no opinion on, and make no representations as to the merits of, the Covered Bondholder Proposal set out in the Consent Solicitation Memorandum, the Extraordinary Resolution, the proposed amendments referred to in the Extraordinary Resolution set out below.  Each of the Bond Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent, the Principal Paying Agent, the Paying Agent, the Bond Registrar, the LLP and the Group Guarantor has authorised it to be stated that, on the basis of the information set out herein, it has no objection to the Extraordinary Resolution being submitted to the Covered Bondholders for their consideration.  None of the Bond Trustee, the Security Trustee, the Tabulation Agent, the Principal Paying Agent, the Paying Agent, the Bond Registrar, the LLP or the Group Guarantor makes any representation that all relevant information has been disclosed to Covered Bondholders in or pursuant to this Notice, the Consent Solicitation Memorandum or otherwise.  None of the Bond Trustee, the Security Trustee, the Tabulation Agent, the Solicitation Agent, the Principal Paying Agent, the Paying Agent, the Bond Registrar, the LLP or the Group Guarantor have approved the draft amended Transaction Documents referred to in the Extraordinary Resolution set out below and the Bond Trustee recommends that Covered Bondholders arrange to inspect and review such draft amended Transaction Documents as provided below in this Notice.  Accordingly, Covered Bondholders should take own independent legal, financial, tax or other advice on the merits and the consequences of voting in favour of the Extraordinary Resolution, including any tax consequences, and on the impact of the implementation of the Extraordinary Resolution.

None of the Bond Trustee the Security Trustee, nor any of the Tabulation Agent, the Solicitation Agent, the Principal Paying Agent, the Paying Agent, the Bond Registrar, the LLP or the Group Guarantor are responsible for the accuracy, completeness, validity or correctness of the statements made in the Consent Solicitation Memorandum or omissions therefrom.

Neither this announcement nor the Consent Solicitation Memorandum constitute or form part of, and should be construed as, an offer for sale, exchange or subscription of, or a solicitation of any offer to buy, exchange or subscribe for, any securities of the Issuer or any other entity.  The distribution of the Consent Solicitation Memorandum may nonetheless be restricted by law in certain jurisdictions.  Persons into whose possession the Consent Solicitation Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

The EUR 292,250,000 Series 12 Covered Bonds due 2012 (ISIN: XS0236528385) (the Series 12 Covered Bonds) are due to be redeemed in full on 26 November 2012 and therefore prior to the proposed Meeting.  Covered Bondholders holding the Series 12 Covered Bonds will not be entitled to attend or vote at the Meeting, to the extent that the Series 12 Covered Bonds are redeemed on 26 November 2012, as expected. 

BACKGROUND

The Bank of Scotland plc's EUR 60 billion covered bond programme (the Programme) was the first covered bond programme to be established in the United Kingdom, in 2003.  Bank of Scotland plc was registered as a regulated covered bond issuer in 2008, and all covered bonds issued under this Programme are regulated covered bonds as per the Regulated Covered Bond Regulations (the RCB Regulations).

Rating agency criteria have changed since the Programme was established and certain transaction documents drafted in accordance with rating agency criteria at the time of execution no longer meet the latest rating agency criteria.

S&P published revised counterparty criteria in respect of covered bonds and structured finance transactions on 31 May 2012 (the New S&P Counterparty Criteria).  The New S&P Counterparty Criteria do not permit the grandfathering of existing covered bonds or programmes and therefore the Programme and/or S&P’s AAA rating of the covered bonds issued under it are expected to be directly impacted if the amendments required in order to implement the New S&P Counterparty Criteria are not so implemented.  To avoid any such impact the amendments required in relation to the New S&P Counterparty Criteria must be implemented by 11 January 2013.

Failure to implement such changes in relation to the Programme may potentially result in (1) the ratings ascribed to all existing covered bonds issued under the Programme being downgraded by S&P or otherwise adversely affected and (2) other adverse consequences for the holders of covered bonds (including, without limitation, in relation to the price at which the existing covered bonds may trade).

Fitch reviewed their covered bond rating criteria on 10 September 2012. On 13 September 2012, Fitch published a press release stating the new “D-Cap” for the Programme would be 3 (moderate high), placing an uplift restriction commensurate with this score on the covered bond rating relative to the Bank of Scotland plc's issuer default rating.  The  proposed amendments are intended to improve the Fitch D-Cap score. 

Since the establishment of the Programme, several other credit institutions in the UK have set up covered bond programmes.  All such programmes have a broadly similar structure to that of the Programme. However, over time there have been developments and updates to rating agency criteria and methodologies, developments in the RCB Regulations and market practices.  To address changes in rating agency criteria and methodologies, ensure the Programme is more closely aligned with particular features used in certain other covered bond programmes in the UK and to align the Programme with the Issuer's current business practices, it is proposed that certain amendments be made.

Please note that the Amendment Documents have been delivered to the Rating Agencies for their review and it is expected that the Rating Agencies will notify the Issuer as to whether the Amendment Documents are acceptable to them.  Should any Rating Agency provide notice prior to the execution of the Amendment Documents that such Rating Agency may take adverse rating action in relation to the Covered Bonds even if the proposed amendments are implemented, then the Amendment Documents may not be executed.  The Issuer shall notify existing Covered Bondholders if that happens.

 

COVERED BONDHOLDER PROPOSAL

Pursuant to the above, the Issuer has convened the Meeting by the above notice to request that Covered Bondholders consider and agree by Extraordinary Resolution to the matters contained in the Extraordinary Resolution set out below.

The Extraordinary Resolution, if passed, constitutes (amongst others) a direction by the Covered Bondholders to the Bond Trustee and the Security Trustee to consent and to concur with the following amendments to the Trust Deed, the Conditions, the LLP Deed, the Agency Agreement, the Cash Management Agreement, the Bank Account Agreement, the Mortgage Sale Agreement, the Original Interest Rate Swap Agreement, each Covered Bond Swap Agreement and the MDCA to address changes in rating agency criteria and methodologies, ensure the Programme is more closely aligned with particular features used in certain other covered bond programmes in the UK and to align the Programme with the Issuer’s current business practices:

  1. to update the Original Interest Rate Swap Agreement and each Covered Bond Swap Agreement to address changes to the criteria of S&P, Fitch and Moody’s, and to make certain other changes;
  2. to amend the LLP Deed and the Conditions and change the period when failure to fund the Pre-Maturity Ledger will trigger an Issuer Event of Default from six months prior to the relevant maturity, to eleven months;
  3. to update the Account Bank Ratings in line with the latest criteria of the rating agencies;
  4. to terminate the stand-by arrangements under the terms of the Stand-By Bank Account Agreement and Stand-by Guaranteed Investment Contract, and the removal of references to these arrangements in the Transaction Documents;
  5. to update the Reserve Fund Required Amount to reflect arrangements used in certain other UK regulated covered bond programmes and latest rating agency criteria;
  6. to update the calculation of the set-off risk used in the Asset Coverage Test, in line with the current rating agency criteria which takes account of the application of the Financial Services Compensation Scheme (FSCS) as a risk mitigant, as well as to introduce a rating trigger above which no amounts for set-off risk would need to be posted;
  7. to amend certain Transaction Documents to allow for the posting of Swap Collateral in the form of securities (in addition to cash), and to allow for the appointment of one or more custodians to hold such securities, and make amendments to the definition of the Account Bank (in the MDCA) and the Bank Account Agreement to refer to any custodian and account agreement in respect of any swap collateral account;
  8. to amend the definition of Swap Provider Default to remove references to a Termination Event;
  9. to amend the Mortgage Sale Agreement (MSA), to permit a single signatory to provide solvency certificates and to delete the largely duplicative requirement to undertake legal and auditor due diligence on the annual Programme update;
  10. to amend the Trust Deed to allow the Bond Trustee and the Security Trustee to agree (without the need for further consent of the Covered Bondholders) future amendments to the Transaction Documents required as a result of, or in consequence of ongoing updates and changes to the methodologies and criteria adopted by rating agencies, to the RCB Regulations, to permit for greater efficiency in any future novation of counterparty roles, and to introduce soft bullet covered bonds into the covered bond programme,

together with such consequential amendments and documents as may be necessary to give effect thereto, the Covered Bondholder Proposal.

The Covered Bondholder Proposal is being put to Covered Bondholders for the reasons set out in the Consent Solicitation Memorandum.

Covered Bondholders are referred to the Consent Solicitation Memorandum which provides further background to the Covered Bond Proposals and the reasons therefor.

EXTRAORDINARY RESOLUTION OF THE COVERED BONDHOLDERS

"THAT this Meeting (the Meeting) of the holders of EUR 2,000,000,000 Series 2 Covered Bonds due 2013 (ISIN: XS0178952650), EUR 1,250,000,000 Series 4 Covered Bonds due 2019 (ISIN: XS0193640629), EUR 2,000,000,000 Series 5 Covered Bonds due 2014 (ISIN: XS0201674594), GBP 500,000,000 Series 6 Covered Bonds due 2014 (ISIN: XS0208047778), EUR 1,500,000,000 Series 7 Covered Bonds due 2020 (ISIN: XS0212074388), EUR 89,100,000 Series 10 Covered Bonds due 2013 (ISIN: XS0226832250), USD 70,200,000 Series 11 Covered Bonds due 2013 (ISIN: XS0226831872), EUR 292,250,000 Series 12 Covered Bonds due 2012 (ISIN: XS0236528385), EUR 233,800,000 Series 13 Covered Bonds due 2013 (ISIN: XS0236528542), GBP 200,000,000 Series 14 Covered Bonds due 2013 (ISIN: XS0236527817), EUR 2,000,000,000 Series 15 Covered Bonds due 2013 (ISIN: XS0241851764), EUR 1,500,000,000 Series 16 Covered Bonds due 2021 (ISIN: XS0260981658), EUR 1,500,000,000 Series 17 Covered Bonds due 2016 (ISIN: XS0260981229), EUR 2,000,000,000 Series 18 Covered Bonds due 2014 (ISIN: XS0275093473), USD 2,193,934,000 Series 21 Covered Bonds due 2017 (ISIN: XS0286774483; US40411EAB48; CUSIP: 40411EAB4), EUR 1,250,000,000 Series 22 Covered Bonds due 2017 (ISIN: XS0304458721), EUR 1,250,000,000 Series 23 Covered Bonds due 2022 (ISIN: XS0304459026), EUR 2,000,000,000 Series 25 Covered Bonds due 2015 (ISIN: XS0327502224), DKK 4,680,000,000 Series 26 Covered Bonds due 2018 (ISIN: DK0030075023), EUR 1,196,000,000 Series 29 Covered Bonds due 2019 (ISIN: XS0366238375), GBP 1,000,000,000 Series 33 Covered Bonds due 2014 (ISIN: XS0390482213), EUR 591,750,000 Series 35 Covered Bonds due 2014 (ISIN: XS0390479185), EUR 591,750,000 Series 36 Covered Bonds due 2016 (ISIN: XS0390479268), EUR 591,750,000 Series 37 Covered Bonds due 2016 (ISIN: XS0391406591), GBP 410,000,000 Series 38 Covered Bonds due 2014 (ISIN: XS0391406088), EUR 2,130,300,000 Series 39 Covered Bonds due 2015 (ISIN: XS0391405783), EUR 591,750,000 Series 40 Covered Bonds due 2017 (ISIN: XS0391405940), EUR 850,000,000 Series 41 Covered Bonds due 2016 (ISIN: XS0496583468) of BANK OF SCOTLAND PLC presently outstanding (the Covered Bonds and the Issuer respectively) constituted by the Trust Deed dated 18 July 2003 as further amended and supplemented from time to time (the Trust Deed) made between the Issuer, HBOS PLC (the Group Guarantor), HBOS Covered Bonds LLP (the LLP) and Citicorp Trustee Company Limited (the Bond Trustee) as trustee for the holders of the Covered Bonds hereby:

  1. approves and assents to the Covered Bondholder Proposal;
  2. assents to and authorises, directs, requests and empowers the Bond Trustee, the Issuer, the Group Guarantor, the LLP, the Security Trustee and each other party thereto or referred to therein to consent to the Covered Bondholder Proposal and consent to and execute the modifications and amendments included in the Twelfth Supplemental Trust Deed (including the Conditions), the Amended and Restated Bank Account Agreement, the Amended and Restated Mortgage Sale Agreement, the Amendment Agreement in relation to the Original Interest Rate Swap Agreement and each Covered Bond Swap Agreement, the Amended and Restated Master Definitions and Construction Agreement, the Amended and Restated LLP Deed, the Amended and Restated Cash Management Agreement and the Amended and Restated Agency Agreement (together, the Amendment Documents) and such consequential amendments and documents necessary to reflect and implement the Covered Bond Proposal;
  3. sanctions and assents to every abrogation, modification, compromise or arrangement in respect of the rights of the Covered Bondholders appertaining to the Covered Bonds 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 paragraph (1) of this Resolution and their implementation;
  4. authorises, directs, requests and empowers the Bond Trustee, the Issuer, the Group Guarantor, the LLP, the Security Trustee and each other party thereto to concur in the modifications referred to in paragraph (1) of this Resolution and, in order to give effect thereto and to implement the same, forthwith to execute the Amendment Documents in draft form produced to this Meeting and for the purpose of identification signed by the Chairman thereof with such amendments (if any) thereto as the Bond Trustee shall require or approve and to concur in, and to execute and do, all such other deeds, instruments, acts and things as may be necessary or appropriate to carry out and give effect to this Resolution and the implementation of the modifications referred to in paragraph (1) of this Resolution;
  5. discharges and exonerates each of the Bond Trustee and the Security Trustee from all liability for which they may have become or may become responsible under the Trust Deed, the Covered Bonds or any Transaction Document in respect of any act or omission in connection with this Extraordinary Resolution and the implementation thereof;
  6. waives any and all requirements, restrictions and conditions precedent set forth in the Transaction Documents on any person, in implementing the Amendment Documents, this Extraordinary Resolution and the Covered Bond Proposal;
  7. discharges and exonerates the Issuer, the LLP and the Group Guarantor from all liability for which it may have become or may become responsible under the Trust Deed, the Covered Bonds or any Transaction Document or any document related thereto in respect of any act or omission in connection with the passing of this Extraordinary Resolution or the executing of any deeds, agreements, documents or instructions, the performance of any acts, matters or things to be done to carry out and give effect to the matters contemplated in the Amendment Documents, the Notice of Meeting or this Extraordinary Resolution;
  8. agrees that capitalised terms in this document where not defined herein shall have the meanings given to them in the Consent Solicitation Memorandum dated 13 November 2012 (a copy of which is available for inspection as referred to in the Notice of Covered Bondholders); and
  9. concurs in, executing and doing, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to the Covered Bond Proposal and the Amendment Documents."

GENERAL INFORMATION

The attention of Covered Bondholders is particularly drawn to the quorum required for the Covered Bondholders Meeting and for any adjourned Meeting which is set out in paragraphs 1., 2., 3. and 4. of “Voting and Quorum" below.  Having regard to such requirements, Covered Bondholders are strongly urged either to attend the Meeting or to take steps to be represented at the Meeting, as referred to below, as soon as possible.

VOTING AND QUORUM

  1. The provisions governing the convening and holding of the Meeting are set out in the fourth schedule to the Trust Deed, a copy of which is available for inspection by the Covered Bondholders during normal business hours at the specified offices of the Principal Paying Agent on any weekday (public holidays excepted) and in the Data Room up to and including the date of the Meeting and at the Meeting.

All of the Covered Bonds are represented by a global Covered Bond and are either: (i) held by a common depositary or common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg); (ii) held by a custodian for, and registered in the name of Cede & Co. as nominee for, The Depository Trust Company (DTC) or (iii) held in custody by Danske Bank A/S as a depositary, and registered in VP Securities A/S (VPS).  For the purposes of the Meeting, a Covered Bondholder shall mean each person who is for the time being shown in the records of DTC, VPS, Euroclear or Clearstream, Luxembourg as the holder of a particular Principal Amount Outstanding of the Covered Bonds.

A Covered Bondholder wishing to attend the Meeting in person must produce at the Meeting a valid voting certificate issued by the Principal Paying Agent relating to the Covered Bond(s) in respect of which it wishes to vote.

Any Covered Bondholder who wishes to vote in respect of the Extraordinary Resolution but does not wish to attend the Meeting in person should: (i) in the case of a beneficial owner whose Covered Bonds are held in book-entry form by a custodian, request such beneficial owner’s custodian to vote on the Extraordinary Resolution in accordance with the procedures set out in Section 4 – Procedures in connection with the Consent Solicitation of the Consent Solicitation Memorandum, or (ii) in the case of a Covered Bondholder whose Covered Bonds are held in book-entry form directly in the relevant Clearing System, vote on the Extraordinary Resolution in accordance with the procedures set out in Section 4 – Procedures in connection with the Consent Solicitation of the Consent Solicitation Memorandum.

Covered Bondholders should note that the timings and procedures set out below reflect the requirements for Covered Bondholders’ meetings set out in the Trust Deed, but that the Clearing Systems and the relevant intermediaries may have their own additional requirements as to timings and procedures for voting on the Extraordinary Resolution.  Accordingly, Covered Bondholders wishing to vote in respect of the Extraordinary Resolution are strongly urged either to contact their custodian (in the case of a beneficial owner whose Covered Bonds are held in book-entry form by a custodian) or the relevant Clearing System (in the case of a Covered Bondholder whose Covered Bonds are held in book-entry form directly in the relevant Clearing System), as soon as possible.

  1. The quorum at any meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present holding or representing Covered Bonds or voting certificates or being proxies or representatives and holding or representing in aggregate not less than fifty per cent. of the Principal Amount Outstanding of all Covered Bonds for the time being outstanding.  If a quorum is not present within 15 minutes (or such longer period not exceeding 30 minutes as the chairman may decide) after the time fixed for a Meeting, the Meeting will be adjourned for such period being not less than 13 clear days nor more than 42 clear days, and to such place as may be appointed by the chairman of the meeting and approved by the Bond Trustee.  The Extraordinary Resolution will be considered at an adjourned Meeting (notice of which will be given to the Covered Bondholders).  At any adjourned meeting, one or more persons present holding Definitive Covered Bonds or voting certificates or being proxies or representatives (whatever the nominal amount of the Covered Bonds so held or represented by them) shall (subject as provided below) form a quorum and shall have the power to pass the Extraordinary Resolution.
  2. To be passed, the Extraordinary Resolution requires (a) a majority in favour consisting of not less than three-fourths of the persons voting thereat upon a show of hands or if a poll is duly demanded by a majority consisting of not less than three-fourths of the votes cast on such poll; or (b) a resolution in writing signed by or on behalf of Covered Bondholders holding not less than fifty per cent. in Principal Amount Outstanding of the Covered Bonds, which resolution in writing may be contained in one document or in several documents in like form each signed by or on behalf of one or more of the Covered Bondholders.  The question submitted to the Meeting shall be decided in the first instance by a show of hands unless a poll is (before, or on the declaration of, the result of the show of hands) demanded by the chairman of the Meeting, the Issuer, the Guarantors, the Bond Trustee or any person present holding a Definitive Covered Bond or a voting certificate or being a proxy or representative (whatever the Principal Amount Outstanding of the Covered Bonds so held or represented by him) a declaration by the chairman 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 of or against such resolution. In respect of the outstanding Covered Bonds which are not denominated in Sterling, the Principal Amount Outstanding of such Covered Bonds shall be the equivalent in Sterling at the relevant Covered Bond Swap Rate. In such circumstances, on any poll each person present shall have one vote for each £1 (or such other Sterling amount as the Bond Trustee may in its absolute discretion stipulate) of the Principal Amount Outstanding of the Covered Bonds (converted as above) which it holds or represents.
  3. If passed, the Extraordinary Resolution passed at the Meeting will be binding upon all the Covered Bondholders and upon all Receiptholders and Couponholders of each Series whether or not present or voting at the Meeting.
  4. If the EUR 292,250,000 Series 12 Covered Bonds due 2012 (ISIN: XS0236528385) (the Series 12 Covered Bonds) are redeemed in full prior to the date of the Meeting, the holders of the Series 12 Covered Bonds will not be entitled to attend or vote at the Meeting. 

 

DOCUMENTS AVAILABLE FOR INSPECTION

Copies of items (a) to (c) below (together, the Covered Bondholder Information) will be available (1) from the date of this Notice, for inspection by existing Covered Bondholders at the specified office of the Principal Paying Agent and (2) from 13 November 2012, for inspection in an on-line data room accessible to existing Covered Bondholders at https://echo.irooms.net/BoS1ConsentSolicitation (the Data Room).  Access to the Covered Bondholder Information in the Data Room will be provided to existing Covered Bondholders on request to the Tabulation Agent and the production of evidence satisfactory to the Tabulation Agent of an entity's status as an existing Covered Bondholder and, in the case of a corporation, that the individual is a duly authorised representative of an existing Covered Bondholder.

  1. this Notice;
  2. the Amendment Documents (including, for the avoidance of doubt, the forms of the template that will be used for the Original Interest Rate Swap and each Covered Bond Swap, attached to the draft of the Amendment Agreement); and
  3. such other ancillary documents as may be approved by the Bond Trustee and/or such other relevant party as are necessary or desirable to give effect to the Covered Bondholder Proposal in full.

This Notice should be read in conjunction with the Covered Bondholder Information.

The Covered Bondholder Information may be supplemented from time to time.  Existing Covered Bondholders should note that the Amendment Documents may be subject to amendment (where such amendments are in line with the Proposed Amendments up until 7 days prior to the date fixed for the Meeting.  Should such amendments be made, blacklined copies (showing the changes from the originally available Amendment Documents) and clean versions will be available for inspection, at the specified office of the Principal Paying Agent and in the Data Room. The blackline copies of the Amendment Documents will contain certain other additional minor amendments which are not the subject of this Consent Solicitation Memorandum, or the Covered Bond Proposal, being separately agreed with the Bond Trustee.

Existing Covered Bondholders will be informed of amendments to the Amendment Documents by announcements released on the information services of the London Stock Exchange, the Luxembourg Stock Exchange and the OMX Nordic Exchange Copenhagen A/S, and/or (where they have previously accessed the Data Room) by e-mail.

Existing Covered Bondholders may access the Data Room or inspect the Amendment Documents at the specified office of the Principal Paying Agent one or more times prior to and on the date that Covered Bondholder Meeting is held. 

Existing Covered Bondholders who request access to the Data Room will be deemed to have authorised the Tabulation Agent to pass their details on to Bank of Scotland plc, Lloyds TSB Bank plc and their respective advisers.

 


 

CONTACT INFORMATION

Further information relating to the Proposed Amendments can be obtained from Lloyds TSB Bank plc directly:

 

Lloyds TSB Bank plc

10 Gresham Street

London EC2V 7AE

United Kingdom

Telephone number: +44 20 7158 2057

Attention: Bond Syndicate

Email: BoSConsentSolicitation@lloydstsb.co.uk The address of the Principal Paying Agent, the Tabulation Agent, the Security Trustee and the Bond Trustee are set out below:

 

Bond Trustee and Security Trustee Tabulation Agent
Citicorp Trustee Company Limited
Citigroup Centre
Canada Square, Canary Wharf
London E14 5LB
United Kingdom
 
Fax:                +44 (0)20 7500 5857
Attention:       Agency and Trust

 		 Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Telephone number: +44 20 7704 0880
Email: lbg@lucid-is.com
Principal Paying Agent  
Citibank, N.A., London Branch
21st Floor, Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
 
Telephone:    +44 20 7508 3830/3835
Telefax:         +44 20 7508 3875/3876
Attention:      Agency and Trust
 		  

Covered Bondholders whose Covered Bonds are held by Euroclear or Clearstream, Luxembourg should contact the Tabulation Agent for further information on how to vote at the Meeting:

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

 

Attention: David Shilson / Thomas Choquet

Tel: +44 (0)20 7704 0880

Fax: +44 (0)20 7067 9098

Email: lbg@lucid-is.com

 

DTC direct participants or holders of Covered Bonds registered in VPS wishing to obtain and/or deliver a form of proxy in accordance with the voting procedure described in the Consent Solicitation Memorandum should contact:

 

Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

Telephone number: +44 20 7704 0880

Attention: David Shilson / Thomas Choquet

Email: lbg@lucid-is.com

 

ANNOUNCEMENTS

If the Issuer is required to make an announcement relating to matters set out in this Notice, any such announcement will be made in accordance with all applicable rules and regulations via (i) notices to the Clearing Systems for communication to Covered Bondholders, (ii) an announcement released on the information services of the London Stock Exchange, the Luxembourg Stock Exchange and the OMX Nordic Exchange Copenhagen A/S and/or (iii) a notice published on Bloomberg.

This Notice is given by:

BANK OF SCOTLAND PLC

Dated 13 November 2012.