a8k100820exh41






                                                                                 Exhibit 4.1                                                                  WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC                                          as Issuer                                             and                                    BARCLAYS BANK PLC                        LLOYDS BANK CORPORATE MARKETS PLC                              MUFG SECURITIES EMEA PLC                                 NATWEST MARKETS PLC                                    as Joint Lead Managers                                   SUBSCRIPTION AGREEMENT                                          in respect of                      £250,000,000 1.625 per cent. Fixed Rate Notes due 2035                                         issued under                   WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC                                        £4,000,000,000                              Euro Medium Term Note Programme    FMDCM/012160-01992/PHCS/VLYS  VLYS(LDNL37578)                            L_LIVE_EMEA1:47900763v3 





 






   THIS AGREEMENT is made on 5 October 2020   BETWEEN:   (1)   WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC (the “Issuer”), and   (2)   BARCLAYS  BANK  PLC,  LLOYDS  BANK  CORPORATE  MARKETS  PLC,  MUFG        SECURITIES  EMEA  PLC,  NATWEST  MARKETS  PLC            (together, the  “Joint Lead        Managers”)   WHEREAS:   (A)   The Issuer has entered into an amended and restated dealer agreement dated 21 August 2020 (the        “Dealer  Agreement”)  with  the  Dealers  and  the  Arranger  named  in  it  in  respect  of  the  Issuer’s        £4,000,000,000 Euro Medium Term Note Programme (the “Programme”).   (B)   The Issuer proposes to issue £250,000,000 1.625 per cent. Fixed Rate Notes due 2035 (the “Notes”)         and the Joint Lead Managers wish to subscribe such Notes.   IT IS AGREED as follows:   1.    ISSUE OF THE NOTES   1.1   Dealer Agreement: The Notes shall be issued pursuant to clause 2.2 (Syndicated Issues) of the Dealer        Agreement and on the terms of clauses 3 (The Notes), 5 (Offering of Notes) to 10 (Indemnification)        (but  not 9.1 (Initial  Conditions  Precedent)), 12.1 and 12.2 (Taxation and  Costs), 13 (Survival  of        Certain  Representations  and  Obligations), 14.2 (Rights  Accrued), 15 (Communications), 17        (Currency Indemnity) to 20 (Governing Law and Jurisdiction) of the Dealer Agreement as modified        by  this  Agreement.  Unless  otherwise  defined  in  this  Agreement,  terms  defined  in  the  Dealer        Agreement shall have the same meaning in this Agreement.  References in the Dealer Agreement to        “Notes” and “Dealers” shall be construed as references to the Notes and the Joint Lead Managers,        respectively, for the purposes of this Agreement.   1.2   The Notes: The Notes shall be in the form and have the terms set out in Schedule 4 (Terms and        Conditions of the Notes) to the Trust Deed as completed by the Final Terms dated the date of this        Agreement relating to the Notes which the Issuer confirms it has prepared and copies of which it        authorises the Joint Lead Managers to distribute in connection with the offering and sale of the Notes.   1.3   Agreement to Issue: Subject to the terms and conditions of this Agreement, the Issuer agrees to issue        the Notes on 7 October 2020 (the “Closing Date”) or such later date not being later than 21 October        2020 as the Issuer and the Joint Lead Managers may agree (the “Issue Date”), to the Joint Lead        Managers or as the Joint Lead Managers may direct in accordance with Clause 6 (Closing).  The        Notes shall be issued at a price equal to 98.946 per cent. of their nominal amount plus accrued interest,        if  any,  on  the  Notes  from  the  Closing Date to  the  Issue  Date  (the “Issue  Price”),  subject  to  the        adjustments referred to in Clause 7 (Commission).    1.4   Publicity: The Issuer confirms the arrangements made on its behalf by the Joint Lead Managers for        announcements in respect of the Notes to be published on such dates and in such newspapers or other        publications as it may agree with the Joint Lead Managers.   2.    AGREEMENT BY THE JOINT LEAD MANAGERS   2.1   The Joint Lead Managers jointly and severally agree that they shall subscribe the Notes on the Issue        Date, all on the terms set out herein.   2.2   The execution of this Agreement on behalf of all parties hereto will constitute acceptance by each        Joint Lead Manager of the ICMA Agreement Among Managers Version 1 (the “AAM”) subject to        any amendment notified to such Joint Lead Manager in writing at any time prior to its execution of        this Agreement. References in the AAM to the “Lead Manager” shall mean the Joint Lead Managers   FMDCM/012160-01992/PHCS/VLYS   VLYS(LDNL37578) 2                          L_LIVE_EMEA1:47900763v3 





 






         and  references  to  each  of  the “Settlement  Lead  Manager” shall  mean Lloyds  Bank  Corporate        Markets plc.   2.3   As among the Joint Lead Managers and without prejudice to Clause 2.1, the Joint Lead Managers        agree to allocate the Notes as set out in the table below:                 Joint Lead Manager                   Underwriting Commitment (£)                 Barclays Bank PLC                                     62,500,000                 Lloyds Bank Corporate Markets plc                     62,500,000                 MUFG Securities EMEA plc                              62,500,000                 NatWest Markets Plc                                   62,500,000                 Total                                                250,000,000   3.    STABILISATION         The parties hereto confirm the appointment of Lloyds Bank Corporate Markets plc as the central        point responsible for public disclosure of stabilisation and handling any competent authority requests,        in each case, in accordance with Article 6(5) of Commission Delegated Regulation EU 2016/1052 of        8 March 2016 supplementing Regulation (EU) No 596/2014 of the European Parliament and of the        Council (as amended or superseded) with regard to regulatory technical standards for the conditions        applicable to buy-back programmes and stabilisation measures. Lloyds Bank Corporate Markets plc        shall act as Stabilisation Manager in connection with the distribution of the Notes, and the provisions        of clause 5.3 of the Dealer Agreement shall be deemed to be incorporated by reference into this        Agreement mutatis mutandis.   4.    MIFID II PRODUCT GOVERNANCE RULES         Solely for the purposes of the requirements of Article 9(8) of the MIFID II Product Governance rules        under  EU  Delegated  Directive  2017/593,  as  amended  or  superseded  (the “Product  Governance        Rules”) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:         (a)    each  of  the Joint  Lead  Managers (each  a “Manufacturer” and  together  the               “Manufacturers”)  acknowledges  to  each  other  Manufacturer  that  it  understands  the               responsibilities conferred upon it under the Product Governance Rules relating to each of the               product  approval  process,  the  target  market  and  the  proposed  distribution  channels  as               applying to the Notes and the related information set out in the Final Terms in connection               with the Notes; and         (b)    the Issuer notes the application of the Product Governance Rules and acknowledges the target               market and distribution channels identified as applying to the Notes by the Manufacturers               and the related information set out in the Final Terms in connection with the Notes.   5.    CONDITIONS PRECEDENT         Clause 9.2 (Continuing Conditions Precedent) of the Dealer Agreement shall apply to the issue and        subscription of the Notes save that clause 9.2(h) (Comfort Letter) shall not apply.   6.    CLOSING   6.1   Issue of Notes: At 10.00 hours (London time) (or such other time as may be agreed between the Joint        Lead Managers and the Issuer) on the Issue Date, the Issuer shall issue and deliver to the Joint Lead        Managers or their order in such place as the Joint Lead Managers may reasonably require a temporary        and permanent Global Note representing the Notes duly executed and authenticated.    FMDCM/012160-01992/PHCS/VLYS   VLYS(LDNL37578) 3                          L_LIVE_EMEA1:47900763v3 





 






   6.2   Payment: Against such delivery the Joint Lead Managers shall pay or cause to be paid to the Issuer        the  net  subscription  moneys  for  the  Notes  (being  the  aggregate  amount  payable  for  the  Notes        calculated at the Issue Price less the commissions referred to in Clause 7 (Commissions) and the        amount payable to the Lead Manager under Clause 8 (Expenses)).  Such payment shall be made by        the  Common  Service  Provider  on  behalf  of the Joint  Lead Managers,  in pounds  sterling in        immediately available funds to such pounds sterling account in HSBC Bank plc, Bristol as shall be        notified by the Issuer to the Joint Lead Managers, evidence of such payment taking the form of a        confirmation by the Common Service Provider that it has made the relevant payment to the Issuer.   7.    COMMISSION         The  Issuer  shall  pay  to  the Joint  Lead Managers  a  combined  management  and  underwriting        commission  of 0.325 per  cent. of  the  nominal  amount  of  the  Notes.  Such  commission  shall  be        deducted from the subscription moneys by the Joint Lead Managers prior to payment to the Issuer        and shall be shared equally between the Joint Lead Managers.   8.    EXPENSES         The Issuer shall be responsible for paying all costs and expenses incurred in connection with the issue        of the Notes.   9.    COMMUNICATIONS         The telephone number, fax number, postal address, electronic address and designated person of the        Joint Lead Managers for the purposes of clause 15 (Communications) of the Dealer Agreement are:          Barclays Bank PLC        5 The North Colonnade        Canary Wharf        London E14 4BB        United Kingdom                Tel: +44 (0)207 773 9098        Email: LeadManagedBondNotices@barclayscorp.com         Attention: Debt Syndicate                Lloyds Bank Corporate Markets plc        10 Gresham Street        London EC2V 7AE        United Kingdom                Tel: +44 (0)207 050 6060        Email: CB-MarketsFinancing-BondSyndicate@LloydsBanking.com        Attention: Bond Syndicate          MUFG Securities EMEA plc        Ropemaker Place        25 Ropemaker Street        London EC2Y 9AJ        United Kingdom                Tel: +44 (0)207 628 5555        Email: legal-primarymarkets@int.sc.mufg.jp        Attention: Legal – Primary Markets            FMDCM/012160-01992/PHCS/VLYS   VLYS(LDNL37578) 4                          L_LIVE_EMEA1:47900763v3 





 






         NatWest Markets Plc        250 Bishopsgate        London EC2M 4AA        United Kingdom                Fax: +44 (0) 20 7085 2591        Email: STEM@natwestmarkets.com         Attention: EMTN Desk   10.   SELLING RESTRICTIONS         For the purposes of paragraph 3.2 (United States of America) and 3.3 (United States of America) of        Schedule 2 (Selling Restrictions) to the Dealer Agreement, the applicable TEFRA exemption is D        Rules.    11.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999         A person who is not a party to this Agreement has no right under the Contracts (Rights of Third        Parties) Act 1999 to enforce any term of this Agreement.   12.   SEVERAL OBLIGATIONS AND NO CROSS-DEFAULT         For  the  avoidance  of  doubt, clause 19 (Several  obligations  and  no  cross-default) of  the  Dealer        Agreement shall apply mutatis mutandis to this Agreement.   13.   GOVERNING LAW AND JURISDICTION   13.1  Governing Law: This Agreement and any non-contractual obligations arising out of or in connection        with it shall be governed by English law.   13.2  Jurisdiction: The courts of England are to have jurisdiction to settle any disputes that may arise out        of or in connection with this Agreement (including any non-contractual obligations arising out of or        in connection with this Agreement) and accordingly any legal action or proceedings arising out of or        in  connection  with  this  Agreement  (“Proceedings”)  may  be  brought  in  such courts.  The  Issuer        irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in such        courts  on  the  ground  of  venue  or  on  the  ground  that  the  Proceedings  have  been  brought  in  an        inconvenient forum.  This Clause is for the benefit of each of the Joint Lead Managers and shall not        affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor        shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any        other jurisdiction (whether concurrently or not).   14.   COUNTERPARTS         This Agreement may be executed in any number of counterparts, each of which shall be deemed to        be an original.  Any party may enter into this Agreement by signing any such counterpart.                                 FMDCM/012160-01992/PHCS/VLYS   VLYS(LDNL37578) 5                          L_LIVE_EMEA1:47900763v3 





 






   THIS AGREEMENT has been entered into on the date stated at the beginning.   WESTERN POWER DISTRIBTUION (SOUTH WALES) PLC      By:                                     BARCLAYS BANK PLC      By:                                     LLOYDS BANK CORPORATE MARKETS PLC      By:                                     MUFG SECURITIES EMEA PLC      By:                                     NATWEST MARKETS PLC      By:                                      FMDCM/012160-01992/PHCS/VLYS   VLYS(LDNL37578) 6                          L_LIVE_EMEA1:47900763v3