Physical Delivery Notes. In the case of any Note which is a Physical Delivery Note that is to be redeemed by the transfer of the Deliverable Asset(s) comprising the Physical Delivery Amount, transfer of the Deliverable Asset(s) in respect of any Physical Delivery Amount will be effected (a) by the Delivery to, or to the order of, the Noteholder of the relevant Deliverable Asset(s), (b) at the risk of the relevant Noteholder in such manner as may be specified in the transfer notice (the Transfer Notice, the form of which is annexed to the Agency Agreement) and subject to compliance with applicable securities laws. When the settlement of a Physical Delivery Note is by way of physical delivery, the delivery of any Physical Delivery Amount in respect of Physical Delivery Notes (including, without limitation, liability for the costs of transfer of Deliverable Asset(s)) will be made through the relevant Clearing System. No additional payment or delivery will be due to a Noteholder where any Deliverable Asset(s) is/are delivered after their due date in circumstances beyond the control of either the Issuer or the Settlement Agent. The Transfer Notice will be delivered using the transfer procedures currently utilised by the relevant Clearing System. A Noteholder’s entitlement to any Physical Delivery Amount will be evidenced: (a) by the Noteholder’s account balance appearing on the records of the relevant Clearing System; and (b) in the case of Credit Linked Notes, by the account balances appearing in the records of the relevant Clearing System or, if necessary, the number of Notes held by each Noteholder as notified to the Fiscal Agent by the relevant Clearing System. Any delivery of Deliverable Assets will only be made in compliance with applicable securities laws. When the applicable Final Terms specify that “Issuer’s option to vary method of settlement” is applicable, the Issuer may, in its sole and absolute discretion, elect to pay or cause to be paid Noteholders the Final Redemption Amount on the Maturity Date in lieu of its obligation to deliver or procure delivery of the Physical Delivery Amount. Notification of any such election will be given to Noteholders in accordance with Condition 14. For the avoidance of doubt in the event of any inconsistency or discrepancy between (i) any provision of Condition 5 and this Condition 7 regarding settlement of Physical Delivery Notes and (ii) any provision of Conditions 17 to 33 relating to settlement of Physical Delivery Notes, the relevant provisions of Conditions 17 to 33 shall prevail.
Appears in 1 contract
Sources: Debt Issuance Programme
Physical Delivery Notes. In the case of any Note which is a Physical Delivery Note that is to be redeemed by the transfer of the Deliverable Asset(s) comprising the Physical Delivery Amount, transfer of the Deliverable Asset(s) in respect of any Physical Delivery Amount will be effected effected: (a) by the Delivery delivery to, or to the order of, the Noteholder of the relevant Deliverable Asset(s), ; (b) at the risk of the relevant Noteholder in such manner as may be specified in the transfer notice (the “Transfer Notice”, the form of which is annexed to the Agency Agreement); and (c) and subject to compliance with applicable securities laws. When the settlement of a Physical Delivery Note is by way of physical delivery, the delivery of any Physical Delivery Amount in respect of Physical Delivery Notes (including, without limitation, liability for the costs of transfer of Deliverable Asset(s)) will be made through the relevant Clearing System. No additional payment or delivery will be due to a Noteholder where any Deliverable Asset(s) is/are delivered after their due date in circumstances beyond the control of either the Issuer or the Settlement Agent. The Transfer Notice will be delivered using the transfer procedures currently utilised by the relevant Clearing System. Except as otherwise specifically provided in Conditions 1, 3, 7 and 8, no additional payment of any sum or delivery of any Asset will be due to:
(a) the Issuer in compensation for amounts representing the excess Deliverable Asset(s) if the Issuer delivers Deliverable Asset(s) in an aggregate amount greater than the Physical Delivery Amount; or
(b) the Noteholders for amounts representing a shortfall in the Deliverable Asset(s) if the Issuer delivers the Deliverable Asset(s) in an aggregate amount less than the Physical Delivery Amount. A Noteholder’s entitlement to any Physical Delivery Amount will be evidenced:
(a) by the Noteholder’s account balance appearing on the records of the relevant Clearing System; andand/or
(b) in the case of Credit Linked Notes, by the account balances appearing in the records of the relevant Clearing System or, if necessary, the number of Notes held by each Noteholder as notified to the Fiscal Agent by the relevant Clearing System. Any delivery of Deliverable Assets will only be made in compliance with applicable securities laws. In the event that the Issuer, for any reason, is unable to effect Delivery of the relevant Deliverable Asset(s) to any Noteholder by the Maturity Date (or other specified settlement date therefor specified in the applicable Final Terms (such Maturity Date, or, as the case may be, other settlement date, the “Final Settlement Date”)) the Issuer may continue to attempt such Delivery for an additional 60 Business Days after the Final Settlement Date. Failure by the Issuer to Deliver to a Noteholder the relevant Deliverable Asset(s) on or prior to the date that is 60 Business Days after the Final Settlement Date shall not constitute an Event of Default nor give any entitlement to default interest and failure to Deliver (a) Deliverable Asset(s) at any time for reasons beyond the Issuer’s control, and where Essential Trigger is specified as “Applicable” in the applicable Final Terms provided that such reasons constitute a Force Majeure Event, shall also not constitute an Event of Default nor give any entitlement to default interest. Transfer and Delivery of the relevant Deliverable Asset(s) in accordance with the above provisions shall fully and effectively discharge the Issuer’s obligation to redeem the pro rata share of the relevant Physical Delivery Notes and (in the circumstances referred to in the following paragraph) payment of the pro rata share of any Final Redemption Amount shall fully and effectively discharge the Issuer’s obligation to redeem the whole of the relevant Physical Delivery Note. When the applicable Final Terms specify that “Issuer’s option to vary method of settlement” is applicable, the Issuer may, in its sole and absolute discretion, and where Essential Trigger is specified as “Applicable” in the applicable Final Terms, only upon the occurrence of a Force Majeure Event or a Significant Alteration Event, elect to pay or cause to be paid to Noteholders the Final Redemption Amount on the Maturity Date in lieu of its obligation to deliver or procure delivery of the Physical Delivery Amount, either (at the Issuer’s sole and absolute discretion) (i) the Final Redemption Amount (cash only) or (ii) an amount payable partly in Deliverable Assets and partly in cash in such proportions as the Issuer shall, in its sole and absolute discretion determine. Notification to the Noteholders of any such election will may be given at any time during the “Designated Variation Period” specified in the applicable Final Terms, or if no such Designated Variation Period is specified, such notification may be given at any time up until the tenth Business Day prior to Noteholders the Maturity Date. Any such notification shall be given in accordance with Condition 14. For the avoidance of doubt in the event of any inconsistency or discrepancy between (i) any provision of Condition 5 and this Condition 7 regarding settlement of Physical Delivery Notes and (ii) any provision of Conditions 17 to 33 relating to settlement of Physical Delivery Notes, the relevant provisions of Conditions 17 to 33 shall prevail.
Appears in 1 contract
Sources: Uk Debt Issuance Programme