The Banking Act 1987 (Exempt Transactions) (Amendment) Regulations 1990

Regulation 3(f)

SCHEDULE 2 SUBSTITUTED SCHEDULE 3 TO THE PRINCIPAL REGULATIONS

Regulation 13

“SCHEDULE 3 REQUIREMENTS TO BE COMPLIED WITH BY CERTAIN ISSUERS OF RELEVANT DEBT SECURITIES

Interpretation

1.   In this Schedule–

“the issuer” means a company accepting a relevant deposit;

“the relevant date” means the date on which the information set out in paragraph 2 below was first provided by the issuer to The Stock Exchange in accordance with paragraph 4 below; and

“a relevant deposit” means a deposit accepted on terms involving the issue of any relevant debt security.

Information to have been notified to The Stock Exchange

2.   Not less than fourteen days prior to the acceptance of its first relevant deposit the issuer shall have provided the following information to The Stock Exchange:

(a) The issuer

the name of the issuer and, if the relevant debt security was guaranteed, the name of the guarantor;

the country or territory of incorporation of the issuer and, if applicable, the guarantor;

the address of the registered office of the issuer (if it has one) and, if it has no registered office or if its principal place of business was not at its registered office, the address of its principal place of business;

the date on which the issuer was incorporated and, if it has a limited life, the length of its life;

the legislation under which the issuer is incorporated and the legal form which it has adopted under that legislation;

the place of registration of the issuer, if different to the country or territory of incorporation, and the number with which it is registered;

the names and addresses of the issuer’s principal bankers;

details of any legal or arbitration proceedings pending or threatened against the issuer or, if it is a member of a group, any member of the group, which might have, or might have had during the twelve months prior to the relevant date, a significant effect on the financial position of the issuer or the group (as the case may be) or, if there were no such proceedings, a statement to that effect;

the address in the City of London where copies of the documents referred to in paragraph 6 of this Schedule were available for inspection;

if the relevant debt security was guaranteed by a company falling within regulation 13(a)(i) of these Regulations, an address in the City of London where information about that company was available for inspection in accordance with the listing rules or the terms and conditions of entry to the Unlisted Securities Market (as the case may be);

a description of the principal activities of the issuer, stating the main categories of products sold or services performed, together with, in a case where two or more activities were carried on which were material in terms of profits or losses, such figures and explanations as were necessary to determine the relative importance of each activity;

details of any patent, licence, new manufacturing process or industrial, commercial or financial contract on which the business or profitability of the issuer or its group depended to a material extent;

if the issuer is a member of a group, a brief description of the group and of the issuer’s position within it and, if the issuer is a subsidiary, the name of each holding company of the issuer;

(n) Financial information

the amount of the authorised and issued share capital of the issuer, the amount of any share capital agreed to be issued and the number and classes of the shares of which it was composed with details of their principal characteristics; if any part of the issued share capital was still to be paid up, an indication of the number, or total nominal value, and the type of the securities not then fully paid up, broken down, where applicable, according to the extent to which they had been paid up;

information with respect to the profits and losses, assets and liabilities and financial record and position of the issuer and, if it is a member of a group, of the group, set out as a comparative table for each of the latest five financial years of the issuer for which such information was available, together with copies of individual and (if applicable) group accounts for each of the latest two such financial years, including, in the case of a company incorporated in the United Kingdom, all notes, reports or other information required by the Companies Act 1985 or the Companies (Northern Ireland) Order 1986;

if more than nine months had elapsed since the end of the financial year to which the last published annual accounts related, an interim financial statement covering at least the first six months of the then current financial year and if such an interim financial statement had not been audited, a statement to this effect;

the names, addresses and qualifications of the auditors who have audited the issuer’s annual accounts for the preceding two financial years and in the case of a company incorporated outside the United Kingdom a statement as to whether or not those accounts conformed to United Kingdom or generally accepted interna tional accounting standards;

if during the two financial years of the issuer preceding the relevant date the issuer’s auditors had refused to sign an auditors' report on the annual accounts of the issuer, or had qualified any such report in any way, a copy of the refusal (if in writing) or of the qualification together with details of any reasons given by the auditors for such action;

details as at the most recent practicable date (which shall have been stated) prior to the relevant date of the following, which, if the issuer is a member of a group, shall also have been provided on a consolidated basis:

(i) the total amount of any loan capital outstanding in any member of the group, and loan capital created but unissued, and term loans, distinguishing between loans guaranteed and unguaranteed, and those secured (whether the security is provided by the issuer or by third parties) and unsecured;

(ii) the total amount of all other borrowings and indebtedness in the nature of borrowing of the issuer or the group (as the case may be), distinguishing between guaranteed and unguaranteed and secured and unsecured borrowings and debts, including bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits or hire purchase commitments;

(iii) all mortgages and charges of the issuer or the group (as the case may be); and

(iv) the total amount of any contingent liabilities and guarantees of the issuer or the group (as the case may be);

if the issuer or the group (as the case may be) had no such loan capital, borrowings, indebtedness or contingent liabilities, this shall have been stated; no account should have been taken of liabilities between undertakings within the same group, a statement to that effect having been made if necessary;

(t) Directors

the names, home or business addresses and functions within the issuer or its group (if applicable) of the directors of the issuer and an indication of the principal activities performed by them outside the issuer or the group (as the case may be) where these were significant with respect to the issuer or the group (as the case may be);

(u) Recent developments

general information on the trend of the business of the issuer or its group (if applicable) since the end of the financial year to which the last published annual accounts related, in particular:

(i) the most significant recent trends in production, sales and stocks and the state of the order book; and

(ii) recent trends in costs and selling prices;

(v) Overseas companies

where information was being provided by a company whose shares or debt securities have been admitted to listing on a Recognised Overseas Exchange, the name of the Recognised Overseas Exchange and the type of securities listed;

(w) The relevant debt securities

the total amount which the issuer intended to raise by the issue of commercial paper and medium term notes respectively and details of the intended application of the proceeds raised;

the name and address of any issuing and paying agent for the relevant debt securities and the name and address of any managing agent, if different;

the period after which entitlement to interest or repayment of capital would lapse, or if there was no period after which such entitlement would lapse, a statement to that effect; and

details of the procedures for the delivery of the relevant debt securities to holders (including any applicable time limits) and whether temporary documents of title would be issued.

Information to be available for public inspection

6.   The issuer shall have made available at an address in the City of London copies of the following documents during normal business hours for a period beginning on the relevant date and continuing at least until the acceptance of its first relevant deposit:

(i) the memorandum and articles of association or equivalent documents of the issuer;

(ii) any trust deed or other document constituting debt securities of the issuer;

(iii) any contract directly relating to the issue of the relevant debt securities and any existing or proposed service contract between a director of the issuer and the issuer or any member of its group;

(iv) any report, letter, valuation, statement, balance sheet or other document any part of which is extracted or referred to in any other document provided to The Stock Exchange under this Schedule; and

(v) the audited accounts of the issuer and, if it is a member of a group, the consolidated audited accounts of the group, for each of the two latest financial years preceding the relevant date for which such accounts are available together with, in the case of a company incorporated in the United Kingdom, all notes, reports or other information required by the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 to be attached thereto;

any reference in this paragraph 6 to a document which is not in English shall be taken to include in addition a reference to a translation of that document which is either certified to be correct by a notary public or which has been made by a person certified by a practising solicitor within the meaning of regulation 8 of these Regulations to be in his opinion competent to make such a translation.

7.   Prior to the acceptance by the issuer of a further relevant deposit the issuer shall either have complied with paragraph 6 above as if such further deposit were its first relevant deposit or shall have continued to make available at the address for the time being provided to The Stock Exchange under sub-paragraph 2(i) above up-to-date copies of the documents referred to in that paragraph as soon as practicable after they became available.

Information to have been notified to the Bank of England

8.   If the relevant deposit is accepted as part of a programme for the issue of relevant debt securities, the issuer, before it accepted the first deposit relating to the programme, shall have notified to the Bank of England the total amount to be raised under the programme, the maturity period of the relevant debt securities to be issued under the programme (if known) and a detailed description of the purposes for which the proceeds of the programme would be used, distinguishing in each case where possible between commercial paper and medium term notes and between issues denominated in sterling and issues not so denominated (in the latter case specifying the currency of payment), and the name of any guarantor; and if the issuer subsequently extended the programme, shall also have notified details of the increased amount to be raised and any other material changes to the information initially provided.

9.   If the issuer has provided information to the Bank of England under paragraph 8 in relation to a relevant deposit, it shall also have reported to the Bank of England within one week after the end of each calendar month following the month in which such information was so provided the amount of relevant debt securities issued by it outstanding at the end of that calendar month and (in the case of a second or subsequent report) the amounts of relevant debt securities issued and redeemed by it since the date of the previous report, distinguishing in each case between commercial paper and medium term notes, between relevant debt securities guaranteed by an authorised institution and relevant debt securities not so guaranteed and between issues denominated in sterling and issues not so denominated (specifying in the latter case the currency of payment).”