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                                                                      Exhibit 4.3   WESTERN POWER DISTRIBUTION (EAST MIDLANDS) PLC  (incorporated and registered with limited liability in England and Wales under registration number 02366923)                                      and   WESTERN POWER DISTRIBUTION (SOUTH WALES) PLC  (incorporated and registered with limited liability in England and Wales under registration number 02366985)                                      and    WESTERN POWER DISTRIBUTION (SOUTH WEST) PLC  (incorporated and registered with limited liability in England and Wales under registration number 02366894)                                      and    WESTERN POWER DISTRIBUTION (WEST MIDLANDS)                                    PLC  (incorporated and registered with limited liability in England and Wales under registration number 03600574)                                 £4,000,000,000                    Euro Medium Term Note Programme  Under this £4,000,000,000 Euro Medium Term Note Programme (the Programme), Western Power  Distribution (East Midlands) plc (WPDE), Western Power Distribution (South Wales) plc (WPD South  Wales),  Western  Power  Distribution  (South  West)  plc  (WPD  South  West)  and  Western  Power  Distribution (West Midlands) plc (WPDW and, together with WPDE, WPD South Wales and WPD  South  West,  the Issuers,  and  each,  an Issuer)  may from  time  to  time  issue  notes  (the Notes)  denominated in any currency agreed between the Issuer of such Notes (the Relevant Issuer) and the  relevant Dealer (as defined below).  The  maximum  aggregate  nominal  amount  of  all  Notes  from  time  to  time  outstanding  under  the  Programme (including any Notes which, upon issue, are immediately purchased by the Relevant Issuer  (Retained Notes)) will not exceed £4,000,000,000 (or its equivalent in other currencies calculated as  described  in  the  amended  and  restated  dealer  agreement dated 21  August 2020,  as  amended  or  supplemented  from  time  to  time,  the Dealer  Agreement),  subject  to  increase  as  described  in  this  Prospectus.   The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview  of the Programme” and any additional Dealer appointed under the Programme from time to time by the  Relevant Issuers (each a Dealer and together the Dealers), which appointment may be for a specific  issue or on an ongoing basis. References in this Prospectus to the relevant Dealer shall, in the case of  an  issue of Notes being (or intended to be) subscribed by more than  one Dealer, be to all Dealers  agreeing to subscribe such Notes.   Application has been made to the Financial Conduct Authority (the FCA) in its capacity as competent  authority for Notes issued under the Programme during the period of 12 months from the date of this  Prospectus to be admitted to the official list of the FCA (the Official List) and to be admitted to trading  on  the regulated  market  of  the London  Stock  Exchange plc (the London  Stock  Exchange). The  Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129  (as amended or superseded) (the Prospectus Regulation) and such approval should not be considered  as an endorsement of the Issuers or the quality of the Notes that are the subject of this Prospectus. The  FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and  consistency imposed by the Prospectus Regulation. Investors should make their own assessment as to  the suitability of investing in the Notes.   References in this Prospectus to Notes being “listed” (and all related references) shall mean that such  Notes have been admitted to trading on the London Stock Exchange’s regulated market and have been  admitted to the Official List. The London Stock Exchange’s regulated market is a regulated market for  the purposes of Directive 2014/65/EU (as amended or superseded) (MiFID II).                                         1 





 






    Notice of the aggregate nominal amount of the Notes, interest (if any) payable in respect of the Notes,  and the issue price of the Notes and certain other information which is applicable to each Tranche (as  defined under “Terms and Conditions of the Notes”) of the Notes will (other than in the case of Exempt  Notes, as defined below) be set out in a separate document containing the final terms for that Tranche  (Final Terms) which, with respect to the Notes to be admitted to the Official List and admitted to  trading by the London Stock Exchange on the regulated market, will be delivered to the FCA and the  London Stock Exchange on or before the date of issue of the Notes of such Tranche. Copies of Final  Terms in relation to Notes to be listed on the London Stock Exchange will also be published on the  website of the London Stock Exchange through a regulatory information service. In the case of Exempt  Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of the Notes,  and the issue price of the Notes and certain other information which is applicable to each Tranche will  be  set  out  in  a  pricing  supplement  document  (the Pricing  Supplement).  In  this  Prospectus,  any  reference to Final Terms shall, in the case of Exempt Notes, be construed as a reference to the relevant  Pricing Supplement.   The Programme provides that the Notes may be listed or admitted to trading, as the case may be, on  such other or further stock exchange(s) or regulated or unregulated markets as may be agreed between  the Relevant Issuer, the Note Trustee (as defined below) and the relevant Dealer(s). The Relevant Issuer  may also issue unlisted Notes and/or Notes not admitted to trading on any regulated or unregulated  market (Exempt Notes). The FCA has neither approved nor reviewed information contained in this  Prospectus in connection with Exempt Notes.   Each Series (as defined in “Overview of the Programme”) of Notes in bearer form will be represented  on issue by a temporary global note in bearer form (each a temporary Global Note) or a permanent  global note in bearer form (each a permanent Global Note). Notes in registered form (Registered  Notes) will be represented by registered certificates (each a Certificate), one Certificate being issued  in respect of each Noteholder’s entire holding of Registered Notes of one Series (a Global Certificate).  If the global notes (the Global Notes and each a Global Note) are stated in the applicable Final Terms  to be issued in new global note (NGN) form they are intended to be eligible collateral for Eurosystem  monetary policy and the Global Notes will be delivered on or prior to the original issue date of the  relevant  Tranche  to  a  common  safekeeper  (the Common  Safekeeper)  for  Euroclear  Bank  SA/NV  (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg). If a Global Certificate is  held under the New Safekeeping Structure (the NSS), the Global Certificate will be delivered on or  prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and  Clearstream, Luxembourg.   Global  Notes  which  are  not  issued  in  NGN  form  (Classic  Global  Notes or CGNs)  and  Global  Certificates which are not held under the NSS will be deposited on the issue date to of the relevant  Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the Common  Depositary).   The  provisions  governing  the  exchange  of  interests  in  Global  Notes  for  other  Global  Notes  and  definitive Notes are described in “Form of the Notes”.   The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended  (the Securities Act) and are subject to United States tax law requirements. The Notes are being offered  outside the United States in accordance with Regulation S under the Securities Act (Regulation S) and  may not be offered, sold or delivered within the United States or to, or for the account or benefit of,  U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration  requirements of the Securities Act. See “Form of the Notes” for a description of the manner in which  Notes will be issued.   Notes issued by each of the Issuers are rated by Moody’s Investors Service Limited (Moody’s) and/or  S&P Global Ratings Europe Limited (S&P). Each of Moody’s and S&P is established in the European  Union or in the United Kingdom (the UK) and registered under Regulation (EC) No. 1060/2009 (as                                         2 





 






    amended or superseded) (the CRA Regulation). As such, each of Moody’s and S&P is included in the  list of credit agencies published by the European Securities and Markets Authority (ESMA) on its  website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the  CRA Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the  rating agencies referred to above and/or any other rating agency. Where a Tranche of Notes is rated,  such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating  assigned to the Relevant Issuer by the relevant rating agency. A rating is not a recommendation to buy,  sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the  assigning rating agency.    Prospective investors should consider carefully the risks set forth under Risk Factors on pages 16 to  21 prior to making investment decisions with respect to the Notes.                                    Arranger                                                                       NatWest Markets                                                                           Dealers                  Barclays                              HSBC       Lloyds Bank Corporate Markets               Mizuho Securities                 MUFG                              NatWest Markets            RBC Capital Markets         Santander Corporate & Investment Banking                                                                 The date of this Prospectus is 21 August 2020                                            3 





 






                           IMPORTANT INFORMATION   This Prospectus comprises a base prospectus, in respect of all Notes other than Exempt Notes issued  under the Programme, for the purposes of Article 8 of the Prospectus Regulation and for the purpose of  giving information with regard to the Relevant Issuer and the Notes which, according to the particular  nature  of the  Relevant Issuer and  the  Notes,  is  necessary to enable  investors  to make an  informed  assessment of the assets and liabilities, financial position, profit and losses and prospects of the Relevant  Issuer. When used in this Prospectus, Prospectus Regulation means Regulation (EU) 2017/1129 (as  amended and/or supplemented from time to time).   This Prospectus shall be read and construed in conjunction with any amendment or supplement hereto.  Furthermore, in relation to any Series of Notes, this Prospectus should be read and construed together  with the relevant Final Terms.   The Issuers have each undertaken to the Arranger (as specified under “Overview of the Programme”  (the Arranger)) and the Dealers in the Programme to comply with Article 23(1) of the Prospectus  Regulation. Following the publication of this Prospectus, a supplement may be prepared by the Issuers  and approved by the FCA which will constitute a supplementary prospectus as required by the FCA and  in  accordance  with Article  23(1)  of  the  Prospectus  Regulation.  Statements  contained  in  any  such  supplement  (or  contained  in  any  document  incorporated  by  reference  therein)  shall, to  the  extent  applicable  (whether  expressly,  by  implication  or  otherwise),  be  deemed  to  modify  or  supersede  statements contained in this Prospectus. Any statement so modified or superseded shall not be deemed,  except as so modified or superseded, to constitute part of this Prospectus.   In the case of any Notes which are to be admitted to trading on a regulated market within the European  Economic Area (the EEA) or the UK or offered to the public in a Member State of the EEA or in the  UK in circumstances which require the publication of a prospectus under the Prospectus Regulation,  the minimum specified denomination shall be €100,000 (or its equivalent in any other currency as at  the date of issue of the Notes).   This Prospectus is not a prospectus for the purposes of Section 12(a)(2) or any other provision or order  under the Securities Act.   Each Issuer accepts responsibility for the information contained in this Prospectus and the Final Terms  for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuers,  the information contained in this Prospectus is in accordance with the facts and the Prospectus makes  no omission likely to affect its import. Any information sourced from third parties contained in this  Prospectus has been accurately reproduced (and is clearly sourced where it appears in the document)  and, as far as the Issuers are aware and are able to ascertain from information published by that third  party,  no  facts  have  been  omitted  which  would  render  the  reproduced  information  inaccurate  or  misleading.   Subject as provided in the applicable Final Terms, the only persons authorised to use this Prospectus in  connection with an offer of Notes are the persons named in the applicable Final Terms as the relevant  Dealer or the Managers, as the case may be.   Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, the rating assigned to  such Tranche will be specified in the applicable Final Terms. A rating is not a recommendation to buy,  sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the  assigning rating agency.   The rating of certain Tranches of Notes to be issued under the Programme may be specified in the  applicable Final Terms. Whether or not each credit rating applied for in relation to the relevant Tranches  of Notes has been issued by a credit rating agency established in the European Union or in the UK and  registered under the CRA Regulation will be disclosed in the Final Terms.                                         4 





 






   Copies of each set of Final Terms will be available from the specified office set out below of each of  the Paying Agents (as defined below) and (in the case of Notes to be admitted to the Official List) will  be available from the registered office of the Relevant Issuer.   Neither the Arranger, the Dealers nor the Note Trustee have independently verified the information  contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made  and no responsibility or liability is accepted by the Arranger, the Dealers or the Note Trustee as to the  accuracy or completeness of the information contained or incorporated in this Prospectus or any other  information provided by the Issuers in connection with the Programme.   No person is or has been authorised by the Issuers, the Arranger, any of the Dealers or the Note Trustee  to  give  any  information  or  to  make  any  representation  not  contained in  or  not consistent  with this  Prospectus or any other information supplied in connection with the Programme or the Notes and, if  given or made, such information or representation must not be relied upon as having been authorised  by the Issuers, the Arranger, any Dealer or the Note Trustee.   Neither this Prospectus nor any other information supplied in connection with the Programme or any  Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered  as a recommendation by the Issuers, the Arranger, any of the Dealers or the Note Trustee that any  recipient of this Prospectus or any other information supplied in connection with the Programme or any  Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its  own  independent  investigation  of  the  financial  condition  and  affairs,  and  its  own  appraisal  of  the  creditworthiness,  of  the  Issuers.  Neither  this  Prospectus  nor  any  other  information  supplied  in  connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on  behalf of the Issuers, the Arranger, any of the Dealers or the Note Trustee to any person to subscribe  for or to purchase any Notes.   Neither the  delivery of this  Prospectus  nor the  offering, sale  or delivery of any Notes shall in any  circumstances imply that the information contained herein concerning the Issuers is correct at any time  subsequent to the date hereof or that any other information supplied in connection with the Programme  is correct as of any time subsequent to the date indicated in the document containing the same. The  Arranger, the Dealers and the Note Trustee expressly do not undertake to review the financial condition  or affairs of the Issuers during the life of the Programme or to advise any investor in the Notes of any  information coming to their attention.   IMPORTANT – EEA RETAIL AND UK INVESTORS – If the Final Terms in respect of any Notes  include a legend entitled “Prohibition of Sales to EEA and UK Retail Investors”, the Notes are not  intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise  made available to any retail investor in the EEA or in the UK. For these purposes, a retail investor  means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of  MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded)  (the Insurance Distribution Directive), where that customer would not qualify as a professional client  as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the  Prospectus Regulation. Consequently no key information document required by Regulation (EU) No  1286/2014 (as amended or superseded) (the PRIIPs Regulation) for offering or selling the Notes or  otherwise making them available to retail investors in the EEA or in the UK has been prepared and  therefore offering or selling the Notes or otherwise making them available to any retail investor in the  EEA or in the UK may be unlawful under the PRIIPs Regulation.   MiFID II product governance / target market – The Final Terms in respect of any Notes (or Pricing  Supplement, in the case of Exempt Notes) will include a legend entitled “MiFID II product governance”  which  will  outline  the  target  market  assessment  in  respect  of  the  Notes  and  which  channels  for  distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending  the  Notes  (a distributor)  should  take  into  consideration  the  target  market  assessment;  however,  a  distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect                                        5   





 






   of the Notes (by either adopting or refining the target market assessment) and determining appropriate  distribution channels.   A determination will be made in relation to each issue about whether, for the purpose of the Product  Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules),  any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither  the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose  of the MIFID Product Governance Rules.   NOTICE TO RESIDENTS OF SINGAPORE - Singapore SFA Product Classification: In connection  with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the SFA) and the  Securities  and  Futures  (Capital  Markets  Products) Regulations  2018  of  Singapore  (the CMP  Regulations 2018), unless otherwise specified before an offer of Notes, the Issuers have determined,  and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are  ‘prescribed  capital  markets  products’  (as  defined  in  the  CMP Regulations  2018)  and  Excluded  Investment  Products  (as  defined  in  MAS  Notice  SFA  04-N12:  Notice  on the  Sale  of  Investment  Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).   Benchmarks Regulation - Interest and/or other amounts payable under the Notes may be calculated  by reference to certain reference rates. Any such reference rate may constitute a benchmark for the  purposes of Regulation (EU) 2016/1011 (as amended or superseded) (the Benchmarks Regulation). If  any such reference rate does constitute such a benchmark, the Final Terms or Pricing Supplement will  indicate  whether  or  not  the  benchmark  is  provided  by  an  administrator  included  in  the  register  of  administrators and benchmarks established and maintained by the European Securities and Markets  Authority  (ESMA) pursuant  to  Article  36  (Register  of  administrators  and  benchmarks)  of  the  Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may have the result that  the administrator of a particular benchmark is not required to appear in the register of administrators  and benchmarks at the date of the Final Terms or Pricing Supplement. The registration status of any  administrator under the Benchmarks Regulation is a matter of public record and, save where required  by applicable law, the Issuers do not intend to update the relevant Final Terms or Pricing Supplement  to reflect any change in the registration status of the administrator.   Amounts payable on the Notes may be calculated by reference to the London Interbank Offered Rate  (LIBOR) or the Euro Interbank Offered Rate (EURIBOR), as specified in the relevant Final Terms or  Pricing Supplement. As at the date of this Prospectus, the administrator of LIBOR, ICE Benchmark  Administration Limited, and the administrator of EURIBOR, the European Money Markets Institute,  are included in ESMA’s register of administrators under Article 36 of the Benchmarks Regulation.   This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in  any  jurisdiction  to  any  person  to  whom  it  is  unlawful  to  make  the  offer  or  solicitation  in  such  jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law  in certain jurisdictions. The Issuers, the Arranger, the Dealers and the Note Trustee do not represent  that  this  Prospectus  may  be  lawfully  distributed,  or  that  any  Notes  may  be  lawfully  offered,  in  compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant  to  an  exemption  available  thereunder,  nor  assume  any  responsibility  for  facilitating  any  such  distribution or offering. In particular, no action has been taken by the Issuers, the Arranger, the Dealers  or the Note Trustee which would permit a public offering of any Notes or distribution of this Prospectus  in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or  sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material  may  be  distributed  or  published  in  any  jurisdiction,  except  in  circumstances  that  will  result  in  compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or  any  Notes  may  come  must  inform  themselves  about,  and  observe,  any  such  restrictions  on  the  distribution of this Prospectus and the offering and sale of Notes. In particular, there are restrictions on  the distribution of this Prospectus and the offer or sale of Notes in the United States and the UK (see  “Subscription and Sale”). Neither the Issuers, the Arranger nor any Dealer have authorised, nor do they                                        6   





 






   authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuers  or any Dealer to publish or supplement a prospectus for such offer. In addition, if a jurisdiction requires  that the offer of the Notes be made by a licenced broker or dealer and the Dealers or any affiliate of the  Dealers is a licenced broker or dealer in that jurisdiction, the offer shall be deemed to be made by the  Dealers or such affiliates on behalf of the Issuers in such jurisdiction.   The investment activities of certain investors are subject to legal investment laws and regulations, or  review or regulation by certain authorities. Each potential investor should consult its legal advisers to  determine whether and to what extent (i) the Notes are legal investments for it, (ii) the Notes can be  used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or  pledge  of  the  Notes.  Financial  institutions  should  consult  their  legal  advisers  or  the  appropriate  regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital  or similar rules.   All references in this document to Sterling and £ refer to the lawful currency for the time being of the  United Kingdom of Great Britain and Northern Ireland, references to euro and € refer to the currency  introduced at the start of the third stage of the Economic and Monetary Union pursuant to the Treaty on  the Functioning of the European Union, and references to U.S. Dollars and $ refer to the lawful currency  for the time being of the United States of America.   In making an investment decision, investors must rely on their own examination of the Issuers and the  terms of the Notes being offered, including the merits and risks involved. The Notes have not been  approved  or  disapproved  by  the  United  States  Securities  and  Exchange  Commission  or  any  other  securities  commission  or  other  regulatory  authority  in  the  United  States,  nor  have  the  foregoing  authorities  approved  this  Prospectus  or  confirmed  the  accuracy  or  determined  the  adequacy  of  the  information contained in this Prospectus. Any representation to the contrary is unlawful.   NOTES ISSUED BY AN ISSUER ARE OBLIGATIONS SOLELY OF THAT ISSUER AND ARE  ISSUED WITHOUT ANY RECOURSE WHATEVER TO THE OTHER ISSUERS HEREUNDER.                                            7   





 






                                 STABILISATION   In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the  stabilisation  manager(s)  (the Stabilisation  Manager(s))  (or  persons  acting  on  behalf  of  any  Stabilisation Manager(s)) in the applicable Final Terms may over-allot Notes or effect transactions with  a view to supporting the market price of the Notes at a level higher than that which might otherwise  prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or  after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of  Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days  after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the  relevant Tranche of Notes. Any stabilisation action or over allotment must be conducted by the relevant  Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance  with all applicable laws and rules. Any profit or loss sustained as a consequence of any such over- allotment  or  stabilisation  action  shall,  as  against  the  Issuer,  be  for  the  account  of  the  Stabilisation  Manager(s).                                            8 





 






                              TABLE OF CONTENTS                                                                          Page   OVERVIEW OF THE PROGRAMME ........................................................................................... 10  RISK FACTORS ................................................................................................................................. 16  SUPPLEMENTARY PROSPECTUSES .......................................................................................... 22  DOCUMENTS INCORPORATED BY REFERENCE ................................................................... 23  PRESENTATION OF FINANCIAL INFORMATION .................................................................. 25  FORM OF THE NOTES .................................................................................................................... 26  FORM OF FINAL TERMS ............................................................................................................... 31  FORM OF PRICING SUPPLEMENT ............................................................................................. 44  TERMS AND CONDITIONS OF THE NOTES ............................................................................. 57  USE OF PROCEEDS ....................................................................................................................... 105  DESCRIPTION OF THE CUSTODY AGREEMENT ................................................................. 106  DESCRIPTION OF THE ISSUERS ............................................................................................... 108  TAXATION ....................................................................................................................................... 115  SUBSCRIPTION AND SALE.......................................................................................................... 117  GENERAL INFORMATION .......................................................................................................... 121  INDEX OF DEFINED TERMS ....................................................................................................... 124                                           9 





 






                         OVERVIEW OF THE PROGRAMME   The following description does not purport to be complete and is taken from, and is qualified in its  entirety by (i) the remainder of this Prospectus and (ii) in relation to the terms and conditions of any  particular Tranche of Notes, the applicable Final Terms.    Words and expressions defined in “Form of the Notes” and “Terms and Conditions of the Notes” below  shall have the same meanings in this Overview.   Issuers          Western Power Distribution (East Midlands) plc   Legal Entity     549300KXFU5Q7NZE9L79  Identifier:                    Western Power Distribution (South Wales) plc   Legal Entity     549300RHOCSNK1FZ4116  Identifier:                    Western Power Distribution (South West) plc   Legal Entity     549300UY9FEOG85HFK93  Identifier:                    Western Power Distribution (West Midlands) plc   Legal Entity     549300L22M2RCLXON143  Identifier:   Description      Euro Medium Term Note Programme   Arranger         NatWest Markets Plc   Dealers          Banco Santander, S.A.                    Barclays Bank PLC                    HSBC Bank plc                    Lloyds Bank Corporate Markets plc                    Mizuho International plc                    MUFG Securities EMEA plc                    NatWest Markets Plc                    RBC Europe Limited                    and any other Dealers appointed in accordance with the Dealer Agreement.   Certain          Each issue of Notes denominated in a currency in respect of which particular  Restrictions     laws, guidelines, regulations, restrictions or reporting requirements apply will                   only  be  issued  in  circumstances  which  comply  with  such  laws,  guidelines,                   regulations,  restrictions or  reporting  requirements  from  time  to  time  (see                   “Subscription and Sale”).                                        10 





 






   Note Trustee     HSBC Corporate Trustee Company (UK) Limited   Issuing and Paying HSBC Bank plc  Agent, Registrar,  Transfer Agent and  Calculation Agent   Custodian (for   HSBC Bank plc  Retained Notes)   Method of Issue  The Notes will be issued on a syndicated or non-syndicated basis. The Notes                   will be issued in series (each a Series) having one or more issue dates and on                   terms otherwise identical (or identical other than in respect of the first payment                   of interest), the Notes of each Series being intended to be interchangeable with                   all other Notes of that Series. Each Series may be issued in tranches (each a                   Tranche)  on  the  same  or  different  issue  dates.  The  specific  terms  of  each                   Tranche (which will be completed, where necessary, with the relevant terms and                   conditions and, save in respect of the issue date, issue price, first payment of                   interest and nominal amount of the Tranche, will be identical to the terms of                   other Tranches of the same Series) will be completed in the Final Terms.   Programme Size   Up  to  £4,000,000,000  (or  its  equivalent  in  other  currencies,  calculated  as                   described  in  the  Dealer  Agreement)  outstanding  at  any  time (including any                   Retained  Notes). The Issuers may  increase  the  amount of the  Programme  in                   accordance with the terms of the Dealer Agreement.    Distribution     Notes may be distributed by way of private or public placement and, in each                   case, on a syndicated or non-syndicated basis.   Currencies       Subject to any applicable legal or regulatory restrictions, any currency agreed                   between the Relevant Issuer and the relevant Dealer.    Maturities       Such maturities as may be agreed between the Relevant Issuer and the relevant                   Dealer, subject to such minimum or maximum maturities as may be allowed or                   required from time to time by the relevant central bank (or equivalent body) or                   any  laws  or  regulations  applicable to  the  Relevant  Issuer  or  the  relevant                   Specified Currency.   Issue Price      Notes will be issued on a fully-paid basis and may be issued and at an issue price                   which is at par or at a discount to, or premium over, par.   Form of Notes    The Notes will be issued in bearer or registered form as described in “Form of                   the  Notes”. Each Tranche of Bearer Notes will be represented  on issue  by a                   temporary  Global  Note  if  (i)  definitive  Notes  are  to  be  made  available  to                   Noteholders following the expiry of 40 days after their issue date or (ii) such                   Notes have an initial maturity of more than one year, otherwise such Tranche                   will  be  represented  by  a  permanent  Global  Note.  Registered  Notes  will  be                   represented  by  Certificates,  one  Certificate  being  issued  in  respect  of  each                   Noteholder’s  entire  holding  of  Registered  Notes  of  one  Series.  Certificates                   representing Registered Notes that are registered in the name of a nominee for                   one or more clearing systems are referred to as Global Certificates. A beneficial                   interest in a Global Certificate may be transferable for a Certificate in definitive                   form only in accordance with the rules and operating procedures of the relevant                   clearing  system  for  the  time  being  and  in  accordance  with  the  detailed                                        11   





 






                    regulations in the Agency Agreement (as defined under “Terms and Conditions                   of the Notes”).   Fixed Rate Notes Fixed interest will be payable on such date or dates as may be agreed between                   the  Relevant  Issuer  and  the  relevant  Dealer  and  on  redemption  and  will  be                   calculated on the basis of such Day Count Fraction as may be agreed between                   the Relevant Issuer and the relevant Dealer.   Floating Rate Notes Floating Rate Notes will bear interest at a rate determined:                    (i)   on the same basis as the floating rate under a notional interest rate swap                         transaction  in  the  relevant  Specified  Currency  governed  by  an                         agreement incorporating the 2006 ISDA Definitions (as published by                         the  International  Swaps  and  Derivatives  Association,  Inc.,  and  as                         amended and updated as at the Issue Date of the first Tranche of the                         Notes of the relevant Series); or                    (ii)  on the basis of a reference rate appearing on the agreed screen page of a                         commercial quotation service at the relevant time.                    The margin (if any) relating to such floating rate will be agreed between the                   Relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes.   Index Linked     Payments  of  principal  in  respect  of  Index  Linked  Redemption  Notes or  of  Interest Notes and interest in respect of Index Linked Interest Notes will be calculated by reference  Index Linked     to  the  UK  Retail  Price  Index, the  UK  Consumer  Price  Index or  the  UK  Redemption Notes Consumer  Price  Index  Including  Owner  Occupiers’  Housing  Costs.  Index                   Linked Redemption Notes and Index Linked Interest Notes may also specify a                   Minimum Indexation Factor or a Maximum Indexation Factor.   Other provisions in Floating Rate Notes and Index Linked Interest Notes may also have a maximum  relation to Floating interest rate, a minimum interest rate, a step-up in the interest rate after a certain  Rate Notes and   date or any combination of the foregoing.  Index Linked  Interest Notes   Zero Coupon Notes Zero  Coupon  Notes  will  be  offered  and  sold  at  a  discount  to  their  nominal                   amount and will not bear interest.   Retained Notes   If so specified in the relevant Final Terms, Notes may be immediately purchased                   by the Relevant Issuer  upon the issue date  of  such  Notes.  Any  Notes  so                   purchased are referred to as “Retained Notes”.                    HSBC Bank plc (the Custodian) will be appointed by the Issuers to hold any                   Retained  Notes  on  behalf  of the Relevant  Issuer  on  the  terms  of a master                   agreement  for  custody  services to  be made  between  the  Issuers  and  the                   Custodian, as amended, supplemented and/or restated from time to time (the                   Custody Agreement). The form of the Custody Agreement has been agreed                   between, and will be entered into by, the Issuers and the Custodian, and the                   applicable custody accounts contemplated therein will be established, prior to                   the issue of any Retained Notes under the Programme. See “Description of the                   Custody  Agreement”. Pursuant  to  the  terms  of  the  Custody  Agreement,  the                   Custodian will hold the Retained Notes (if any) of each Series on the Relevant                   Issuer’s behalf and the Relevant Issuer will instruct the Custodian to waive its                                        12   





 






                    rights to receive payments (of interest, principal or otherwise) on the Retained                   Notes for so long as the Retained Notes are held on the Relevant Issuer’s behalf.                    Retained Notes will not be treated as outstanding when determining quorum or                   voting at meetings of Noteholders but will count towards the Programme limit                   of £4,000,000,000 referred to above.                    The Relevant  Issuer may,  subject  to  applicable  laws and  regulations,  sell  or                   dispose of (or procure the sale or disposal of), in whole or in part, any Retained                   Notes  at  any  time  and  on  any  terms. Upon  sale  or  disposal  to  a  third  party                   investor, the Retained Notes will cease to be Retained Notes. Notes which have                   ceased to be Retained Notes shall carry the same rights and be subject in all                   respects to the same conditions as other Notes of the same Series.                    The Retained Notes may only be held on the Relevant Issuer’s behalf until (but                   not including) the  Retained  Note  Cancellation  Date specified  in  the  relevant                   Final  Terms,  and  the  Relevant  Issuer  must  therefore  sell or  dispose  of the                   Retained Notes to a third party investor by such date, failing which any Retained                   Notes that have not been so sold or disposed of will be cancelled in accordance                   with Condition 6(k) (Cancellation).    Interest Periods The Notes (other than Zero Coupon Notes) will have such interest periods and  and Interest     interest payment dates as the Relevant Issuer and the relevant Dealer may agree  Payment Dates    in relation to a particular Tranche of Notes.   Redemption by the The applicable Final Terms will indicate either that the relevant Notes cannot be  Relevant Issuer  redeemed  prior  to  their  stated  maturity  (other  than  for  taxation  reasons  or                   following an Event of Default) or that such Notes will be redeemable at the                   option of the Relevant Issuer upon giving notice to the Noteholders on a date or                   dates specified prior to such stated maturity provided that if Retained Notes are                   specified as being applicable in the relevant Final Terms, any such Retained                   Notes have been sold, disposed of or cancelled prior to such date, and at a price                   or prices and on such other terms as may be agreed between the Relevant Issuer                   and the relevant Dealer.   Redemption at    The Notes  issued may also be  redeemed  at the  option of the  Noteholders  in  Option of the    certain  circumstances  following  the  occurrence  of  a  Restructuring  Event,  as  Noteholders on a more  particularly set out in Condition 6(i) (Redemption at the  Option of the  Restructuring    Noteholders on a Restructuring Event).  Event   Redemption at the If an Investor Put is specified in the Final Terms, the Relevant Issuer shall, at  Option of        the option of the holder of any such Note, upon the holder of such Note giving  Noteholders      not less than 15 nor more than 30 days’ notice to the Relevant Issuer (or such                   other notice period as may be specified in the Final Terms) redeem such Note                   on  the  Optional  Redemption  Date(s)  at  its  Optional  Redemption  Amount                   together  with  interest  accrued  up  to  (and  including)  the  date  fixed  for                   redemption, as more particularly set out in Condition 6(h) (Redemption at the                   Option of Noteholders).   Denomination of  Notes  will  be  issued  in  such  denominations  as  may  be  agreed  between  the  Notes            Relevant Issuer and the relevant Dealer and as specified in the applicable Final                   Terms save that the minimum denomination of each Note admitted to trading on                   a regulated market within the EEA or in the UK or offered to the public in a                   Member  State  of  the EEA or in the UK in  circumstances  which  require  the                   publication of a prospectus under the Prospectus Regulation will be €100,000                                       13   





 






                    (or, if the Notes are denominated in a currency other than euro, the equivalent                   amount in such currency as at the date of issue of the Notes).   Taxation         All  payments  in  respect  of  the  Notes  will  be  made  without  withholding  or                   deduction for or on account of withholding taxes imposed by the UK, unless                   such deduction or withholding is required by law. In the event that any such                   withholding or deduction is required by law, the Relevant Issuer will, save in                   certain limited circumstances provided in Condition 10 (Taxation), be required                   to  pay  additional  amounts  that  result  in  receipt  by  the  Noteholders  and                   Couponholders of such amounts as would have been received by them had no                   such withholding or deduction been required.   Negative Pledge  The terms of the Notes will contain a negative pledge provision and a restriction  and Restriction on on the distribution of dividends as further described in Condition 4 (Negative  Distribution of  Pledge and Restriction on Distribution of Dividends).  Dividends   Cross Acceleration The terms of the Notes will contain a cross acceleration provision which applies                   in  respect  of  each  Relevant  Issuer  (and  not  in  respect  of  the  other  Issuers’                   obligations) as further described in Condition 12 (Events of Default).   Status of the Notes The Notes will constitute direct, unconditional, unsubordinated and (subject to                   the provisions of Condition 3 (Status)) unsecured obligations of the Relevant                   Issuer  and  will  rank pari  passu among  themselves  and  (save  for  certain                   obligations required to be preferred by law) equally with all other unsecured                   obligations (other than subordinated obligations, if any) of the Relevant Issuer,                   from time to time outstanding.   Ratings          Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated,                   the  rating assigned to such Tranche  will be specified in the  applicable  Final                   Terms. A rating is not a recommendation to buy, sell or hold securities and may                   be subject to suspension, reduction or withdrawal at any time by the assigning                   rating agency.                     Whether or not each credit rating applied for in relation to the relevant Tranches                   of Notes has been issued by a credit rating agency established in the European                   Union or in the UK and registered under the CRA Regulation will be disclosed                   in the Final Terms.   Listing and      Application has been made to the FCA for Notes issued under the Programme  Admission to     to  be  admitted  to  the  Official  List  and  to  admit  the  Notes  to  trading  on  the  Trading          regulated  market of  the  London  Stock  Exchange.  Notes  may  be  listed  or                   admitted to trading, as the case may be, on other or further stock exchanges or                   markets agreed between the Relevant Issuer and the relevant Dealer in relation                   to the Series.                     Notes which are neither listed nor admitted to trading may also be issued. The                   FCA  has  neither  approved  nor  reviewed  information  contained  in  this                   Prospectus in connection with such Exempt Notes.   Governing Law    The Notes and any non-contractual obligations arising out of or in connection                   with the Notes will be governed by English law.    Selling Restrictions There are restrictions on the distribution of this Prospectus and the offer or sale                   of Notes in the United States, the EEA (including Belgium), the UK, Singapore,                                        14   





 






                and such other restrictions as may be required in connection with the offering  and sale of a particular Tranche of Notes (see “Subscription and Sale”).                                        15                





 






                                 RISK FACTORS   In  purchasing  Notes,  investors  assume  the  risk  that  any  of  the  Issuers  may  become  insolvent  or  otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors  which individually or together could result in any of the Issuers becoming unable to make all payments  due. It is not possible to identify all such factors, as the Issuers may not be aware of all relevant factors  and certain factors which they currently deem not to be material may become material as a result of  the occurrence of events outside the Issuers’ control. The Issuers have identified in this Prospectus a  number of factors which could materially adversely affect their businesses and ability to make payments  due. In addition, factors which are material for the purpose of assessing the market risks associated  with the Notes are described below.    Prospective investors should also read the detailed information set out elsewhere in this Prospectus  and reach their own views prior to making any investment decision. Noteholders may lose the value of  their entire investment in certain circumstances.   Words and expressions defined in “Terms and Conditions of the Notes” below or elsewhere in this  Prospectus have the same meaning in this section.   Risks related to the Issuers’ business activities and industry   Ofgem Requirements    Each  Issuer’s  activities  are  regulated  by the Great  Britain Office  of  Gas  and  Electricity  Markets  (Ofgem). Failure to operate the network properly could lead to compensation payments or penalties or  loss of incentive revenues under incentive arrangements. Failure to invest capital expenditure in line  with agreed programmes could also lead to deterioration of the network and clawback of investment  deferred if specified outputs are not met. While each Issuer’s investment programme is targeted to  maintain asset condition and meet the prescribed outputs over the current eight-year period and reduce  customer interruptions and customer minutes lost over the period, no guarantee can be given that these  regulatory requirements will be met.   Failure by an Issuer to comply with the terms of its distribution licence may lead to Ofgem making an  enforcement order or levying a fine on it. In respect of each Issuer, Ofgem has the power to levy fines  of up to 10 per cent. of turnover of that Issuer for any breach of its distribution licence, however the  distribution licence of an Issuer may be terminated immediately in exceptional circumstances, such as  in the event of insolvency proceedings affecting such Issuer.   Under current regulation by Ofgem, each Issuer’s allowed revenue is determined by the distribution  price controls set out under the terms of its distribution licence, and has typically been set by Ofgem  every five years. However from 1 April 2015, the start of the new distribution price control review  (RIIO-ED1), the period has been extended to eight years. Each Issuer has agreed the price control with  Ofgem that covers the eight-year period from 1 April 2015 to 31 March 2023.    Ofgem has indicated that the next price review will revert to a five year period from 1 April 2023 to 31  March  2028.  The  Issuers are closely  watching  the  developments  in  the “Revenue  =  Incentives  +  Innovation + outputs” 2 price control process for Gas Distribution and Gas & Electricity Transmission  that  will  be  finalised  in  the  fourth  quarter  of  2020. Ofgem issued the RIIO-ED2  Sector  Specific  Methodology Consultation on 30 July 2020, with a decision to be made in late 2020. This is expected  to form the basis of the Issuers’ RIIO-ED2 business plan, which is to be submitted during the first half  of 2021.   There can be no assurance that future price controls will permit the generation of sufficient revenues to  enable the Relevant Issuer to meet its respective payment obligations under the Notes. There can also  be no assurance that net operating revenues generated by the Relevant Issuer will be sufficient to meet  such payment obligations.                                        16 





 






   Combined Operating Activities of WPDE, WPDW, WPD South West and WPD South Wales   As required by Ofgem in its regulation of distribution network operators (DNOs and each a DNO),  WPDE, WPDW, WPD South West and WPD South Wales are separate legal entities, which are subject  to financial ring-fencing and which hold separate distribution licences. However, on a management and  commercial  level  WPDE,  WPDW,  WPD  South West  and  WPD  South  Wales  are  operated on  a  combined  basis  under  the  commercial  brand “Western  Power  Distribution”,  utilising  central  IT,  employee  relations and  finance  functions.  As  a  result,  any  event  which  has  an  adverse  impact  on  Western Power Distribution may affect the management, financial position and delivery of operations  for WPDE, WPDW, WPD South West and WPD South Wales and, as a result, may affect each Issuer’s  ability to meet its obligations under the Notes.   On 10 August 2020, PPL Corporation (PPL), the ultimate parent company of the Issuers, announced  that it has appointed advisers to find a buyer for the WPD Group (as defined in “Description of the  Issuers”). The sale is targeted to occur in the first half of 2021. It is not possible to confirm at this time  what the strategy or rating will be of any potential buyer, nor can there be any assurance of any specific  outcome of the sales process, including whether the announcement will result in the completion of any  potential transaction or the timing or terms thereof, or what impact any eventual sale will have on the  WPD Group, its business, operations or financial results.    Storm Related Supply Interruptions   Failure  to  manage  storm  related  supply  interruptions  adequately  could  lead  to  negative  customer  perception, adverse publicity and a potential financial impact on the business of the Issuers. Storm  related supply interruptions may negatively impact the Issuers’ key performance indicators, which will,  in turn, adversely affect the annual financial rewards or penalties received under Ofgem’s Interruptions  Incentive Scheme (IIS), which has symmetric annual rewards and penalties depending on each DNO’s  performance against their targets for the number of customers interrupted per 100 customers and the  number of customer minutes lost.    Ofgem  allows  supply  interruptions  from  exceptional  events  (severe  weather  and  one-off  supply  interruptions) to be excluded from each Issuer’s mandatory Ofgem IIS assessment. There are thresholds  that  have  to  be  met  for  each  exceptional  event  in  order  for  such  event  to  be  excluded  from  the  assessment. For example, the threshold to exclude a supply interruption under the “severe weather”  exception is eight times the average number of high voltage faults, so there is a risk that certain supply  interruptions may not reach such thresholds, despite adversely affecting the Issuers’ performance, and  therefore  may  not  be  excluded  from  the  IIS  assessment.  This  would  adversely  affect  Ofgem’s  assessment of each Issuer’s performance,  and  may  result in the  Issuers  receiving a  lower financial  award,  or  possibly  a  financial  penalty,  which  may,  in  turn,  affect  each  Issuer’s  ability  to  meet  its  obligations under the Notes.    Retail price index movements and cost-base variations   The annual revenues of each Issuer are adjusted by the published retail price index (RPI) in the UK.  There is therefore a risk that each Issuer’s cost base may increase at a faster rate than the RPI due to  inflation as measured by the RPI being less than the rate of inflation on components of the licensee’s  cost base, even though Ofgem’s price control does allow for some cost increases in excess of RPI. The  effects of deflation would also be similar. The annual revenue of each Issuer may reduce at a greater  degree to any deflationary impact on the component costs of the business. If the above were to happen,  each Issuer’s profitability would be reduced and, if the differential between RPI-linked inflation and  experienced  operating  cost  inflation  was  sufficiently  large,  it could  adversely  affect  each  Issuer’s  business, financial position and results of operations, which may affect each Issuer’s ability to meet its  obligations under the Notes.   In addition, Ofgem have indicated that the consumer price index including owner occupiers’ housing  costs (CPIH) measure of inflation will be utilised after the expiry of the RIIO-ED1 period. They have                                       17 





 






   stated this move will be net present value neutral but no detail of the mechanism to achieve this has  currently been provided and therefore the impact on each Issuer is uncertain.    Pensions and Personnel Risks   Employees and former employees of the Issuers have pension entitlements from the Central Networks  and Western Power Distribution Groups of the Electricity Supply Pension Scheme (the WPD ESPS  Schemes, further details of which are set out in “Description of the Issuers – Pensions – WPDE and  WPDW” and “Description of the Issuers – Pensions - WPD South West and WPD South Wales”) which  are defined benefit pension schemes. As part of the electricity regulatory framework in the UK, Ofgem  currently allows nearly all the costs of new benefit accrual in relation to distribution-related activities  for  both  the  WPD  ESPS  Schemes  (which  are  closed  to  new  members)  and  the  Issuers’  defined  contribution scheme (the Western Power Pension Scheme or WPPS) to be charged to customers.  Similarly, Ofgem  allows approximately 80%  of the  costs  of  funding  the  ESPS  Schemes’  actuarial  deficits to be charged to customers, subject to periodic reasonableness reviews. If Ofgem deem that  such pension deficit costs have not have been efficiently and/or reasonably incurred, they may further  restrict the amount that can be recovered from customers and/or seek to claw back such allowances in  the future, which may affect each Issuer’s ability to meet its obligations under the Notes.   Each Issuer’s workforce is covered by collective bargaining agreements, which impacts its labour costs.  The Issuers’ group salary costs, including employee salary costs, Pay As You Earn (PAYE) and national  insurance contributions amount to just over £578 million per year. The current collective bargaining  agreements are renewed on a rolling basis and each Issuer cannot ensure that the collective bargaining  agreements will continue without required amendments or that it will reach new agreements with the  unions  on  satisfactory  terms  if  this  event  occurs.  Furthermore,  work  stoppages,  strikes  or  similar  industrial  actions  could  adversely  impact  each  Issuer’s  business,  financial  position  and  results  of  operations, which may affect its ability to meet its obligations under the Notes.   Cyber Security and IT Risks   The  Issuers  are  at  risk  that  key  infrastructure,  networks  or  core  systems  are  compromised  or  are  otherwise rendered unavailable due to software or hardware issues, including telecoms networks and  connectivity and power supplies, malicious cyber-attacks, breaches of information security rules, poor  management  of  resilience  expertise, and employee  and  contractor  understanding  and  awareness  of  information security requirements (such as the General Data Protection Regulation (Regulation (EU)  2016/679)).   Due  to  advances  in  the  sophistication  and  prevalence  of  these  cyber-attacks  and  fast-paced  technological advancements, computing capabilities and other developments, there can be no certainty  that the Issuers’ security measures will be sufficient to prevent breaches. Breaches could result in legal  liability, negative publicity and/or regulatory action against the  Issuers,  any of which could have a  material adverse effect on their business, financial performance, results of operations and prospects,  which may, in turn, affect their ability to meet their obligations under the Notes.   Macroeconomic, market and regulatory risks   The COVID-19 Pandemic    In  late  2019,  COVID-19  was  first  detected  in  Wuhan,  China.  In  March  2020,  the  World  Health  Organisation declared COVID-19 a global pandemic. Governmental authorities around the world have  implemented  various  measures  to  reduce  the  spread  of  COVID-19.  Many  of  these  measures  have  adversely affected workforces, customers, consumer sentiment, economies, and financial markets, and,  along with decreased consumer spending, have led to an economic downturn in many markets.   As at 31 March 2020, there had been no material impact on the Issuers’ business, results of operations,  financial condition, liquidity, supply chain or key estimates as a result of COVID-19. From 31 March                                        18 





 






   2020 to the date of this Prospectus, revenues of the Issuers have declined as a result of reduced load  demand from industry and commercial customers. However, this has been partly offset by increased  demand  from  domestic  customers due  to government-imposed lockdown  measures  and  social- distancing  restrictions  resulting  in  more  people  being  at  home  or  working  from  home.  Any  such  reduction in revenue is expected to be recoverable via the regulatory formula in 2022/2023 allowed  revenues.   The Issuers have taken part in the Ofgem-led Distribution Network Operators’ Covid-19 Optional Use  of System Charges  Extended  Payment Terms  Scheme (the Scheme), which  has  been developed  to  provide temporary relief to cash flow constrained electricity suppliers in a way that is financially viable  for the DNOs to deliver. The Scheme is intended to assist in managing the impact of COVID-19 on the  energy market by introducing the option of extended terms for the payment of Use of System Charges  (as defined in the Distribution Connection and Use of System Agreement (DCUSA)) by electricity  suppliers. However, the recent reduction  in the  cash flows  of  the  Issuers since  31  March  2020,  as  described in the preceding paragraph, is not material and any deferred payments will be fully paid by  31 March 2021. The Issuers have sufficient stock levels of critical inventory and do not anticipate any  shortage of supplies in the near future. Each of the Issuers continues to actively review and monitor its  supply chain to identify early any shortages or gaps.   It is not possible to predict the ultimate impact of COVID-19, including on the Issuers’ business, results  of operations, cash flows or financial positions. Such impacts that may be material to the Issuers include,  but are not limited to: (i) lower commercial and industrial customer demand for electricity, (ii) impacts  of rapidly-changing governmental and public health directives to contain and combat the pandemic,  (iii) increased credit risk, including increased failure by customers to make their utility payments and  (iv) delays and disruptions in the availability of and timely delivery of materials and components used  in the Issuers’ operations, as well as increased costs for such materials and components. Such impacts  could affect each Issuer’s ability to meet its obligations under the Notes.   An active secondary market in respect of the Notes may never be established or may be illiquid and  this would adversely affect the value at which an investor could sell their Notes   The Notes may have no established trading market when issued, and one may never develop. If a market  does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at  prices that will provide them with a yield comparable to similar investments that have a developed  secondary market. Although application has been made for the Notes to be admitted to listing on the  Official List and to trading on the regulated market of the London Stock Exchange, there is no assurance  that such application will be accepted or that an active trading market will develop. Furthermore, if  Retained Notes are held by or on behalf of the Relevant Issuer, there can be no assurance of any sales  of the Retained Notes to third parties, and, accordingly, any trading market in respect of the Notes may  be further reduced or fail to establish. Illiquidity may have a severely adverse effect on the market value  of Notes.   Risks related to the structure of the Notes   Risks related to Notes which are linked to benchmarks   Reference rates and indices, including interest rate benchmarks, such as LIBOR or EURIBOR, which  are used to determine the amounts payable under financial instruments or the value of such financial  instruments (Benchmarks), have, in recent years, been the subject of political and regulatory scrutiny  as to how they are created and operated. This has resulted in regulatory reform and changes to existing  Benchmarks, with further changes anticipated. These reforms and changes may cause a Benchmark to  perform differently than it has done in the past or to be discontinued. Any change in the performance  of a Benchmark or its discontinuation, could have a material adverse effect on any Notes referencing or  linked to such Benchmark.                                        19 





 






   On 27 July 2017, and in a subsequent speech by its Chief Executive on 12 July 2018, the FCA confirmed  that  it  will  no  longer  persuade  or  compel  banks  to  submit  rates  for  the  calculation  of  the  LIBOR  benchmark  after  2021  (the FCA  Announcements).  The  FCA  Announcements  indicated  that  the  continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.   Any  of  the  specified  methods  of  determining the  Alternative  Reference  Rate or  the  permitted  adjustments to such rates may result in interest payments on Floating Rate Notes that are lower than or  that do not otherwise correlate over time with the payments that would have been made on such Floating  Rate Notes if LIBOR or EURIBOR, for example, continued to be available. Other floating rate debt  securities issued by other issuers, by comparison, may be subject in similar circumstances to different  procedures for the establishment of the Alternative Reference Rate. Any of the foregoing may have a  material adverse effect on the amount of interest payable on Floating Rate Notes, or the market liquidity  and market value of Floating Rate Notes.   Where quotations are not available (as may be the case if the relevant banks are not submitting rates for  the determination of such Original Reference Rate), the Rate of Interest may ultimately revert to the  Rate  of Interest applicable as at the  last preceding Interest Determination Date before  the  Original  Reference Rate was discontinued. Uncertainty as to the continuation of the Original Reference Rate,  the availability of quotes from reference banks, and the rate that would be applicable if the Original  Reference Rate is discontinued may adversely affect the value of, and return on, Floating Rate Notes.    Where  ISDA  Determination  is  specified  as  the  manner  in  which  the  Rate  of  Interest  in  respect  of  Floating Rate Notes is to be determined, and the Floating Rate Option specified is an “IBOR” Floating  Rate Option, the Rate of Interest may be determined by reference to the relevant screen rate or the rate  determined  on  the  basis  of  quotations  from  certain  banks.  If  the  relevant  IBOR  is  permanently  discontinued and the relevant screen rate or quotations from banks (as applicable) are not available, the  operation of these provisions may lead to uncertainty as to the Rate of Interest that would be applicable,  and may, adversely affect the value of, and return on, the Floating Rate Notes.    Please also refer to “Risk Factors – The terms and conditions of the Notes contain provisions which  may permit their modification without the consent of all investors and confer significant discretions on  the Note Trustee which may be exercised without the consent of the Noteholders and without regard to  the individual interests of particular Noteholders” for further risks relating to Benchmarks.    Terms and expressions used but not defined in this risk factor have the respective meanings given to  them in “Terms and Conditions of the Notes” below.   Index Linked Interest Notes and Index Linked Redemption Notes   A Relevant Issuer may issue Notes with principal and/or interest determined by reference to the RPI,  the consumer price index (the CPI) or the CPIH. The RPI, CPI or CPIH may go down as well as up.  Information  on  the  RPI,  CPI  and  CPIH can  be  found  at: https://www.gov.uk/search/research-and- statistics.    Where the amount of interest payable on a Tranche of Notes is subject to adjustment by reference to  the RPI, CPI or CPIH, a decrease in the RPI, CPI or CPIH over the reference period will reduce the  amount of interest payable in respect of such Notes. In a deflationary environment, the annual interest  received may be lower than the rate of interest specified in the applicable Final Terms.   Where  the  amount  payable  upon  redemption  of  any  Tranche  of  Notes  is  subject  to  adjustment  by  reference to the RPI, CPI or CPIH, a decrease in the RPI, CPI or CPIH over the reference period may  reduce the amount to be repaid upon redemption of such Notes to less than the nominal amount of such  Notes, unless the applicable Final Terms specify a minimum redemption amount which is equal to or  higher than the nominal amount of such Notes.                                        20 





 






   The historical performance of the RPI, CPI or CPIH should not be viewed as an indication of the future  performance of the RPI, CPI or CPIH during the term of any Notes. Accordingly, each potential investor  should consult its own financial and legal advisers about the risk entailed by an investment in any Notes  linked to the RPI, CPI or CPIH and the suitability of such Notes in light of its particular circumstances.   There  are  particular  risks  associated  with  an  investment  in  Index  Linked  Interest  Notes  and  Index  Linked  Redemption  Notes  (together, Indexed  Notes).  In  particular,  an  investor  might  receive  less  interest than expected or no interest in respect of such Notes and may lose some or all of the principal  amount invested by it.   The  terms  and conditions  of  the  Notes  contain  provisions  which  may  permit  their  modification  without the consent of all investors and confer significant discretions on the Note Trustee which may  be exercised without the consent of the Noteholders and without regard to the individual interests of  particular Noteholders   The terms and conditions of the Notes (the Conditions) contain provisions for calling meetings of  Noteholders to consider matters affecting their interests generally. These  provisions permit defined  majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant  meeting and Noteholders who voted in a manner contrary to the majority.   The Conditions also provide that the Note Trustee may, without the consent of Noteholders and without  regard to the interests of particular Noteholders, agree to (i) any modification, waiver or authorisation  of any breach, or proposed breach, of any of the provisions of the Notes or the Trust Deed (as defined  under “Terms and Conditions of the Notes”) or (ii) determine without the consent of the Noteholders  that  any  Event  of  Default  (as  defined  in  the  Trust  Deed)  shall  not  be  treated  as  such  or  (iii)  the  substitution of another company as principal debtor under the Notes in place of the Relevant Issuer, in  the  circumstances  described  in  Condition  13  (Meetings  of  Noteholders,  Modification,  Waiver  and  Substitution). Further, the Relevant Issuer may, in consultation with an Independent Adviser (as defined  in  the  Conditions),  vary  the  Conditions  to  ensure  the  proper  operation  of  a  Successor  Rate  or an  Alternative Reference Rate to be used in place of LIBOR, EURIBOR or any other Benchmark without  any requirement for consent or approval of Noteholders (see “Risk Factors – Risks related to Notes  which are linked to benchmarks”) (provided that, in each case, it is not, in the opinion of the Note  Trustee, materially prejudicial to the interests of the Noteholders). Any such amendments made to the  Conditions, which may be made without the consent of Noteholders and without regard to the interests  of particular Noteholders, could negatively affect the trading price of the Notes.                                            21 





 






                        SUPPLEMENTARY PROSPECTUSES   Following  the  publication  of  this  Prospectus,  a  supplementary  prospectus  may  be  prepared  by  the  Issuers and approved by the FCA, which will constitute a supplementary prospectus in accordance with  Article 23(1) of the Prospectus Regulation. Statements contained in any such supplementary prospectus  (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether  expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this  Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded,  constitute a part of this Prospectus.   The Issuers will, in the event of any significant new factor, material mistake or inaccuracy relating to  information included in this Prospectus which is capable of affecting the assessment of any Notes,  prepare  a  supplementary  prospectus  or  publish  a  new  Prospectus  for  use  in  connection  with  any  subsequent issue of Notes.                                        22 





 






                   DOCUMENTS INCORPORATED BY REFERENCE   The following documents which have previously been published or are published simultaneously with  this  Prospectus  and  have  been filed  with  the  FCA  shall  be  incorporated  in,  and  form  part  of,  this  Prospectus:   (a)  The directors’ report, the independent auditor’s report and financial statements set out at pages       25 to 75 of the annual report and financial statements of WPDE for the year ended 31 March       2019 (the WPDE 2019 Annual Report). For the avoidance of doubt, the statement contained       on the cover page of the WPDE 2019 Annual Report may be disregarded as irrelevant for the       purposes of investors and the WPDE 2019 Annual Report may be read in isolation with regard       to the financial position of WPDE;   (b)  The directors’ report, the independent auditor’s report and financial statements set out at pages       41 to 100 of the annual report and financial statements of WPDE for the year ended 31 March       2020 (the WPDE 2020 Annual Report). For the avoidance of doubt, the statement contained       on the cover page of the WPDE 2020 Annual Report may be disregarded as irrelevant for the       purposes of investors and the WPDE 2020 Annual Report may be read in isolation with regard       to the financial position of WPDE;   (c)  The directors’ report, the independent auditor’s report and financial statements set out at pages       25 to 73 of the annual report and financial statements of WPDW for the year ended 31 March       2019 (the WPDW 2019 Annual Report). For the avoidance of doubt, the statement contained       on the cover page of the WPDW 2019 Annual Report may be disregarded as irrelevant for the       purposes of investors and the WPDW 2019 Annual Report may be read in isolation with regard       to the financial position of WPDW;   (d)  The directors’ report, the independent auditor’s report and financial statements set out at pages       42 to 100 of the annual report and financial statements of WPDW for the year ended 31 March       2020 (the WPDW 2020 Annual Report). For the avoidance of doubt, the statement contained       on the cover page of the WPDW 2020 Annual Report may be disregarded as irrelevant for the       purposes of investors and the WPDW 2020 Annual Report may be read in isolation with regard       to the financial position of WPDW;   (e)  The directors’ report, the independent auditor’s report and financial statements set out at pages       25 to 74 of the annual report and financial statements of WPD South West for the year ended       31 March 2019 (the WPD South West 2019 Annual Report). For the avoidance of doubt, the       statement contained on the cover page of the WPD South West 2019 Annual Report may be       disregarded as irrelevant for the purposes of investors and the WPD South West 2019 Annual       Report may be read in isolation with regard to the financial position of WPD South West;   (f)  The directors’ report, the independent auditor’s report and financial statements set out at pages       41 to 98 of the annual report and financial statements of WPD South West for the year ended       31 March 2020 (the WPD South West 2020 Annual Report). For the avoidance of doubt, the       statement contained on the cover page of the WPD South West 2020 Annual Report may be       disregarded as irrelevant for the purposes of investors and the WPD South West 2020 Annual       Report may be read in isolation with regard to the financial position of WPD South West;   (g)  The directors’ report, the independent auditor’s report and financial statements set out at pages       25 to 76 of the annual report and financial statements of WPD South Wales for the year ended       31 March 2019 (the WPD South Wales 2019 Annual Report). For the avoidance of doubt,       the statement contained on the cover page of the WPD South Wales 2019 Annual Report may       be  disregarded  as  irrelevant  for  the  purposes  of  investors  and the  WPD  South Wales 2019       Annual Report may be read in isolation with regard to the financial position of WPD South       Wales;                                        23 





 






   (h)  The directors’ report, the independent auditor’s report and financial statements set out at pages       41 to 103 of the annual report and financial statements of WPD South Wales for the year ended       31 March 2020 (the WPD South Wales 2020 Annual Report). For the avoidance of doubt,       the statement contained on the cover page of the WPD South Wales 2020 Annual Report may       be  disregarded  as  irrelevant  for  the  purposes  of  investors  and the  WPD  South Wales 2020       Annual Report may be read in isolation with regard to the financial position of WPD South       Wales;   (i)  The Terms and Conditions set out on pages 39 to 73 of the prospectus dated 27 April 2011 and       issued by WPDE and WPDW;   (j)  The Terms and Conditions set out on pages 52 to 86 of the prospectus dated 10 September 2013       and issued by WPDE, WPDW, WPD Southwest and WPD South Wales;   (k)  The Terms and Conditions set out on pages 49 to 83 of the prospectus dated 14 April 2015 and       issued by WPDE, WPDW, WPD Southwest and WPD South Wales;   (l)  The Terms and Conditions set out on pages 52 to 87 of the prospectus dated 9 September 2016       and issued by WPDE, WPDW, WPD Southwest and WPD South Wales;    (m)  The Terms and Conditions set out on pages 52 to 87 of the prospectus dated 15 September 2017       and issued by WPDE, WPDW, WPD Southwest and WPD South Wales;    (n)  The Terms and Conditions set out on pages 56 to 95 of the prospectus dated 14 August 2018       and issued by WPDE, WPDW, WPD Southwest and WPD South Wales; and   (o)  The Terms and Conditions set out on pages 52 to 97 of the prospectus dated 12 August 2019       and issued by WPDE, WPDW, WPD Southwest and WPD South Wales.   If the documents which are incorporated by reference themselves incorporate any information or other  documents therein, either expressly or implicitly, such information or other documents will not form  part of this Prospectus for the purposes of the Prospectus Regulation except where such information or  other documents are specifically incorporated by reference. Where reference is made to a website in  this  Prospectus, except  in  the  case  of  any  documents  incorporated  by  reference  herein  which  are  available  on such website, the  contents of that website  (including, for the  avoidance  of doubt, any  information on that website which appears in the documents incorporated by reference) shall not form  part of this Prospectus and has not been scrutinised or approved by the FCA.   Copies of the documents incorporated by reference in this Prospectus may be viewed electronically and  free of charge at: www.westernpower.co.uk/about-us/financial-information and will be available for  viewing on the website of the Regulatory News Service operated by the London Stock Exchange at:  http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.   Any non-incorporated parts of a document referred to herein are either deemed not relevant for an  investor or are otherwise covered elsewhere in this Prospectus.                                        24 





 






                   PRESENTATION OF FINANCIAL INFORMATION   The financial information relating to the Issuers, as incorporated by reference into this Prospectus in  respect of the financial year ended 31 March 2019 and the financial year ended 31 March 2020, has  been  prepared  in  accordance  with  accounting  principles  generally  accepted  in  the UK and  the  International Financial Reporting Standards (IFRS) adopted by the EU.                                            25 





 






                              FORM OF THE NOTES   1    Issue of Notes        If the Global Notes or the Global Certificates are stated in the applicable Final Terms to be       issued in NGN form or to be held under the NSS, respectively (as the case may be), the Global       Notes or the Global Certificates will be delivered on or prior to the original issue date of the       Tranche to a Common Safekeeper. Depositing the Global Notes or the Global Certificates with       the Common Safekeeper does not necessarily mean that the Notes will be recognised as eligible       collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem       either upon issue, or at any or all times during their life. Such recognition will depend upon       satisfaction of the Eurosystem eligibility criteria.        Global Notes which are issued in CGN form and Global Certificates which are not held under       the NSS may be delivered on or prior to the original issue date of the Tranche to a Common       Depositary.        If  the  Global  Note  is  a  CGN,  upon  the  initial  deposit  of  a  Global  Note  with  a  Common       Depository or if the Global Certificate is not held under the NSS, registration of Registered       Notes in the name of any nominee for Euroclear and Clearstream, Luxembourg and delivery of       the relevant Global  Certificate  to  the  Common  Depositary,  Euroclear  or  Clearstream,       Luxembourg will credit each subscriber with a nominal amount of Notes equal to the nominal       amount thereof for which it has subscribed and paid. If the Global Note is a NGN, the nominal       amount of the Notes shall be the aggregate amount from time to time entered in the records of       Euroclear or Clearstream, Luxembourg. The records of such clearing system shall be conclusive       evidence of the nominal amount of Notes represented by the Global Note and a statement issued       by such clearing system at any time shall be conclusive evidence of the records of the relevant       clearing system at that time.        Notes that are initially deposited with the Common Depositary may also be credited to the       accounts of subscribers with (if indicated in the relevant Final Terms) other clearing systems       through direct or indirect accounts with Euroclear and Clearstream, Luxembourg held by such       other clearing systems. Conversely, Notes that are initially deposited with any other clearing       system may similarly be credited to the accounts of subscribers with Euroclear, Clearstream,       Luxembourg or other clearing systems.        In this Prospectus, Definitive Notes means, in relation to any Global Note, the definitive Bearer       Notes for which such Global Note may be exchanged (if appropriate, having attached to them       all coupons in respect of interest that have not already been paid on the Global Note and a talon).       Definitive Notes will be security printed in accordance with any applicable legal and stock       exchange requirements in or substantially in the form set out in the schedules to the Trust Deed.       On exchange in full of each permanent Global Note, the Relevant Issuer will, if the holder so       requests,  procure  that  it  is cancelled  and  returned  to  the  holder  together  with  the  relevant       Definitive Notes.   2    Relationship of accountholders with Clearing Systems        Each of the persons shown in the records of Euroclear, Clearstream, Luxembourg or any other       permitted clearing system (Alternative Clearing System) as the holder of a Note represented       by  a  Global  Note  or  a  Global  Certificate  must  look  solely  to  Euroclear,  Clearstream,       Luxembourg or any such Alternative Clearing System (as the case may be) for their share of       each payment made by the Relevant Issuer to the bearer of such Global Note or the holder of       the underlying Registered Notes, as the case may be, and in relation to all other rights arising       under  the  Global  Notes  or the Global  Certificates,  subject  to  and  in  accordance  with  the       respective rules and procedures of Euroclear, Clearstream, Luxembourg or such Alternative       Clearing System (as the case may be). Such persons shall have no claim directly against the                                       26 





 






        Relevant Issuer in respect of payments due on the Notes for so long as the Notes are represented       by such Global Note or Global Certificate and such obligations of the Relevant Issuer will be       discharged  by  payment  to  the  bearer  of  such  Global  Note  or  the  holder  of  the  underlying       Registered Notes, as the case may be, in respect of each amount so paid.   3    Exchange   3.1  Temporary Global Notes        Whilst any Note is represented by a temporary Global Note, payments of principal, interest (if       any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as       defined  below)  will  be  made  (against  presentation  of  the  temporary  Global  Note  if  the       temporary  Global  Note  is  not  intended  to  be  issued  in  NGN  form)  only  to  the  extent  that       certification (in a form to be provided) to the effect that the beneficial owners of interests in       such Note are not U.S. persons or persons who have purchased Notes for resale to any U.S.       person,  as  required  by  U.S.  Treasury  regulations,  has  been  received  by  Euroclear  and/or       Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has       given a like certification (based on the certifications it has received) to the Issuing and Paying       Agent (as defined under “Terms and Conditions of the Notes”) (Certification).        In respect of each Tranche initially represented by a temporary Global Note, on and after the       date (the Exchange Date) which is 40 days after such temporary Global Note is issued, interests       in  such  temporary  Global  Note  will  be  exchangeable  (free  of  charge)  upon  a  request  as       described therein for either (i) interests in a permanent Global Note of the same Series or (ii)       Definitive Notes of the same Series with, where applicable, interest coupons and talons attached       (as indicated in the applicable Final Terms and subject, in the case of Definitive Notes, to such       notice period as is specified in the applicable Final Terms), in each case against Certification       of beneficial ownership as described above unless such Certification has already been given,       provided that purchasers in the United States and certain U.S. persons will not be able to receive       Definitive Notes. The holder of a temporary Global Note will not be entitled to collect any       payment of interest, principal or other amount due on or after the Exchange Date unless, upon       due certification, exchange of the temporary Global Note for an interest in a permanent Global       Note or for Definitive Notes is improperly withheld or refused.   3.2  Permanent Global Notes        Each permanent Global Note will be exchangeable, free of charge to the holder, on or after its       Exchange Date in whole but not in part for Definitive Notes if the permanent Global Note is       held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System and       any such clearing system is closed for business for a continuous period of 14 days (other than       by reason of holidays, statutory or otherwise) or announces an intention permanently to cease       business or in fact does so.   3.3  Exchange for Definitive Notes        In the event that a Global Note is exchanged for Definitive Notes, such Definitive Notes shall       be issued in Specified Denomination(s) (as shown in the Final Terms). A Noteholder who holds       a  principal  amount  of  less  than  the  minimum  Specified  Denomination  will  not  receive  a       Definitive Note 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. If temporary       Global Notes are exchangeable for Definitive Notes upon notice, then such Definitive Notes       may only be issued to be held in clearing systems if in denominations equal to €100,000 (or       equal to £100,000/$200,000, as applicable) and integral multiples thereof.                                        27 





 






   3.4  Global Certificates        If the Final Terms state that the Notes are to be represented by a Global Certificate on issue, the       following  will  apply  in  respect  of  transfers  of  Notes  held  in  Euroclear  or  Clearstream,       Luxembourg. These provisions will not prevent the trading of interests in the Notes within a       clearing  system  whilst  they  are  held  on  behalf  of  such  clearing  system,  but  will  limit  the       circumstances in which the Notes may be withdrawn from the relevant clearing system.        Transfers of the holding of Notes represented by any Global Certificate pursuant to Condition       2(b) (Transfer of Registered Notes) may only be made in part:        (i)   if the relevant clearing system is closed for business for a continuous period of 14 days             (other than by reason of holidays, statutory or otherwise) or announces an intention             permanently to cease business or does in fact do so; or        (ii)  if principal in respect of any Notes is not paid when due; or        (iii) with the consent of the Relevant Issuer,        provided that, in the case of the first transfer of part of a holding pursuant to paragraph 3.4(i)       or 3.4(ii) above, the registered holder has given the Registrar (as defined under “Terms and       Conditions of the Notes”) not less than 30 days’ notice at its specified office of the registered       holder’s intention to effect such transfer.   3.5  Delivery of Notes        If the Global Note is a CGN, on or after any due date for exchange, the holder of a Global Note       may surrender such Global Note or, in the case of a partial exchange, present it for endorsement       to or to the order of the Issuing and Paying Agent. In exchange for any Global Note, or the part       thereof to be exchanged, the Relevant Issuer will (i) in the case of a temporary Global Note       exchangeable for a permanent Global Note, deliver, or procure the delivery of, a permanent       Global  Note  in  an  aggregate  nominal  amount  equal  to  that  of  the  whole  or  that  part  of  a       temporary  Global  Note  that  is  being  exchanged  or,  in  the  case  of  a  subsequent  exchange,       endorse, or procure the endorsement of, a permanent Global Note to reflect such exchange or       (ii) in the case of a Global Note exchangeable for Definitive Notes, deliver, or procure the       delivery of, an equal aggregate nominal amount of duly executed and authenticated Definitive       Notes or, if the Global Note is a NGN, the Relevant Issuer will procure that details of such       exchange be entered pro rata in the records of the relevant clearing system.   4    Amendment to Conditions        The temporary Global Notes, the permanent Global Notes and the Global Certificates contain       provisions that apply to the Notes that they represent, some of which modify the effect of the       Conditions. The following is a summary of certain of those provisions:   4.1  Payment        No  payment  falling  due  after the  Exchange  Date  will  be  made  on  any  Global Note  unless       exchange  for an  interest in a  permanent Global Note or for Definitive  Notes is improperly       withheld or refused by or on behalf of the Relevant Issuer. Payments on any temporary Global       Note issued in compliance with the TEFRA D Rules before the Exchange Date will only be       made in relation to such nominal amount of the temporary Global Note with respect to which       there has been Certification dated no earlier than such due date for payment.        All payments in respect of Notes represented by a Global Note in CGN form will be made       against presentation for endorsement and, if no further payment falls to be made in respect of                                        28 





 






        the Notes, surrender of that Global Note to or to the order of the Issuing and Paying Agent or       such other Paying Agent provided for in the Conditions. If the Global Note is in CGN form, a       record of each payment so made will be endorsed on each Global Note, which endorsement will       be prima facie evidence that such payment has been made in respect of the Notes. Condition       9(e)(vii) (Appointment of Agents) will apply to Definitive Notes only.        If the Global Note is in NGN form, the Relevant Issuer shall procure that details of each such       payment shall be entered pro rata in the records of the relevant clearing system and, in the case       of  payments  of  principal,  the  nominal  amount  of  the  Notes  recorded  in  the  records  of  the       relevant clearing system and represented by the Global Note or the Global Certificate will be       reduced accordingly. Payments under a Global Note in NGN form will be made to its holder.       Each payment so made will discharge the Relevant Issuer’s obligations in respect thereof. For       the  purpose  of  any  payments  made  in  respect  of  a  Global  Note, “in  the  relevant  place  of       presentation” shall be disregarded in the definition of “business day” set out in Condition 9(h)       (Non-Business Days).        All  payments  in respect  of  Notes  represented  by a  Global  Certificate  will be  made  against       presentation for endorsement and, if no further payment falls to be made in respect of the Notes,       surrender of that Global Certificate. Such payments will be made to, or to the order of, the       person whose name is entered on the Register (as defined under “Terms and Conditions of the       Notes”) at the close of business on the Clearing System Business Day immediately prior to the       date for payment, where “Clearing System Business Day” means Monday to Friday inclusive       except 25 December and 1 January.   4.2  Prescription        Claims against the Relevant Issuer in respect of Notes that are represented by a permanent       Global Note will become void unless it is presented for payment within a period of 10 years (in       the case of principal) and five years (in the case of interest) from the appropriate Relevant Date.   4.3  Meetings        The  holder  of  a  Global  Note  or  of  the  Notes represented  by  a  Global  Certificate  or  single       Certificate shall (so long as at least the required proportion of the aggregate principal amount       of the outstanding Notes is represented by such holder) be treated as being two voters for the       purposes of forming a quorum. The holder of a Global Note or of the Notes represented by a       Global  Certificate  shall  be  treated  as  being  entitled  to  one  vote  in  respect  of  each  integral       currency unit of the Specified Currency of the Notes.    4.4  Cancellation        On  cancellation  of  any  Note  represented  by  a  permanent  Global  Note  (other than  upon  its       redemption), the Relevant Issuer shall procure that details of such cancellation shall be entered       pro rata in the records of the relevant clearing systems and, upon any such entry being made,       the nominal amount of the Notes recorded in the records of the relevant clearing systems and       represented by the permanent Global Note shall be reduced by the aggregate nominal amount       of the Notes so cancelled.   4.5  Issuer’s Option        Any option of the Relevant Issuer provided for in the Conditions of any Notes shall, while such       Notes are represented by a permanent Global Note or a Global Certificate, be exercised by the       Relevant Issuer giving notice to the Issuing and Paying Agent, the Noteholders and the relevant       clearing systems (or procuring that such notice is given on its behalf) within the time limits set       out in and containing the information required by the Conditions, except that the notice shall       not be required to contain the serial numbers of Notes drawn in the case of a partial exercise of                                        29 





 






        an option and accordingly no drawing of Notes shall be required. In the case of a partial exercise       of an option, the rights of accountholders with a clearing system in respect of the Notes will be       governed by the standard procedures of Euroclear and/or Clearstream, Luxembourg and shall       be reflected in the records of Euroclear and/or Clearstream, Luxembourg as either a pool factor       or a reduction in nominal amount, at their discretion. Following the exercise of any such option,       the Relevant Issuer shall procure that the nominal amount of the Notes recorded in the records       of  the  relevant  clearing  systems  and  represented  by  the  permanent  Global  Note  or  Global       Certificate shall be reduced accordingly.   4.6  Noteholder’s Option        Any option of the Noteholders provided for in the Conditions of any Notes may, while such       Notes are represented by a permanent Global Note or a Global Certificate, be exercised by the       holder of such permanent Global Note or Global Certificate by giving notice to the Issuing and       Paying Agent within the time limits relating to the deposit of Notes with a Paying Agent set out       in the Conditions substantially in the form of the notice available from any Paying Agent, except       that the notice shall not be required to contain the certificate numbers of the Notes in respect of       which the option has been exercised. Following the exercise of any such option, the Relevant       Issuer shall procure that the nominal amount of the Notes recorded in the records of the relevant       clearing systems and represented by the permanent Global Note or Global Certificate shall be       reduced by the aggregate nominal amount stated in the relevant exercise notice.   4.7  Trustee’s Powers        So  long  as  any  Note  is  held  by  or  on  behalf  of  Euroclear or  Clearstream,  Luxembourg,  in       considering the interests of Noteholders the Note Trustee may consider the interests (either       individual or by category) of its accountholders or participants with entitlements to any such       Note as if such accountholders or participants were the holder(s) thereof.   4.8  Notices        Notices required to be given in respect of the Notes represented by a Global Note (or Global       Certificate, as applicable) may be given by their being delivered (so long as such Global Note       or  Global  Certificate  is  held  on  behalf  of  Euroclear, Clearstream,  Luxembourg  and/or  an       Alternative Clearing System) to Euroclear, Clearstream, Luxembourg and/or such Alternative       Clearing System, as the case may be, or otherwise to the holder of the Global Note (or Global       Certificate, as applicable), rather than by publication as required by the Conditions.                                           30 





 






                             FORM OF FINAL TERMS   [PROHIBITION  OF  SALES  TO  EEA AND  UK RETAIL  INVESTORS – The  Notes  are  not  intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise  made  available  to  any  retail  investor  in  the  European  Economic  Area  (the EEA) or  in  the  United  Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a  retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded)  (MiFID  II);  or  (ii)  a  customer  within  the  meaning  of  Directive (EU)  2016/97 (as  amended or  superseded) (the Insurance Distribution Directive),  where  that  customer  would  not  qualify  as  a  professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor  as defined in Regulation (EU) 2017/1129 (as amended or superseded) (the Prospectus Regulation).  Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended  or superseded) (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them  available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling  the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be  unlawful under the PRIIPs Regulation.]   [MIFID II product governance / Professional investors and ECPs only target market – Solely for  the purposes of [the/each] manufacturer’s product approval process, the target market assessment in  respect  of  the  Notes  has  led  to  the  conclusion  that:  (i)  the  target  market  for  the  Notes  is  eligible  counterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended,  MiFID II)/MiFID II], and (ii) all channels for distribution of the Notes to eligible counterparties and  professional clients are appropriate. Any person subsequently offering, selling or recommending the  Notes (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment;  however,  a  distributor  subject  to  MiFID  II  is  responsible  for  undertaking  its  own  target  market  assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’] target market  assessment) and determining appropriate distribution channels.]   [Singapore  SFA  Product Classification:  In  connection  with  Section  309B  of  the  Securities  and  Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and Futures (Capital Markets  Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and  hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are  [‘prescribed capital markets products’]/[capital markets products other than ‘prescribed capital market  products’]  (as  defined  in  the  CMP  Regulations  2018)  and  [are]  [Excluded]/[Specified]  Investment  Products (as defined in MAS Notice SFA 04 N12: Notice on the Sale of Investment Products and MAS  Notice FAA N16: Notice on Recommendations on Investment Products).]1   [Prohibition of sales to consumers in Belgium: The Notes are not intended to be offered, sold or  otherwise  made  available  to,  and  should  not  be  offered,  sold  or  otherwise made  available  to,  any  consumer  (consument/consommateur)  within  the  meaning  of  the  Belgian  Code  of  Economic  Law  (Wetboek van economisch recht/Code de droit économique), as amended.]   [Date]   [Western Power Distribution (East Midlands) plc]/[Western Power Distribution (South Wales)    plc]/ [Western Power Distribution (South West) plc]/ [Western Power Distribution (West                            Midlands) plc] (the “Issuer”)                             Legal Entity Identifier: [  ]                              1 For any Notes to be offered to Singapore investors, the Issuer is to consider whether it needs to reclassify the   Notes pursuant to Section 309B of the SFA prior to the launch of the offer.                                       31 





 






               Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]                      [including [nominal amount] of Retained Notes]                                   (the “Notes”)                              under the £4,000,000,000                        Euro Medium Term Note Programme                                     Part A                                Contractual Terms   [Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth  in the Prospectus dated 21 August 2020 [and the supplement[s] dated [  ][ and [  ]], which [together]  constitute[s] a base prospectus (the Prospectus)] for the purposes of Regulation (EU) 2017/1129 (as  amended or superseded) (the Prospectus Regulation). This document constitutes the final terms of the  Notes described herein (the Final Terms) for the purposes of Article 8 of the Prospectus Regulation  and must be read in conjunction with such Prospectus [as so supplemented]. Full information on the  Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms  and  the  Prospectus  [as  so supplemented]. The Prospectus  [and the  supplement[s] thereto] [is] [are]  available  for  viewing [at www.westernpower.co.uk/about-us/financial-information]  [and]  during  normal business hours at Avonbank, Feeder Road, Bristol BS2 0TB [and copies may be obtained from  Avonbank, Feeder Road, Bristol BS2 0TB]. The Prospectus and (in the case of Notes listed and admitted  to trading on the regulated market of the London Stock Exchange) the applicable Final Terms will also  be   published  on    the   website   of   the   London    Stock   Exchange:  www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.]   [Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions  (the Conditions) set forth in the prospectus dated [original date] [and the supplement(s) thereto dated  [  ]],  which [is]  [are] incorporated by  reference  into  the  Prospectus  dated 21  August 2020 (the  Prospectus).  This  document  constitutes  the  Final  Terms  of  the  Notes  described  herein (the Final  Terms) for the purposes of Article 8 of Regulation (EU) 2017/1129 (as amended or superseded) (the  Prospectus Regulation) and must be read in conjunction with the Prospectus [and the supplement[s]  thereto dated [  ] [and [  ]], which [together] constitute[s] a base prospectus for the purposes of the  Prospectus Regulation,  including  the  Conditions  incorporated  by  reference  in  the  Prospectus.  The  Prospectuses [and the supplement[s] thereto] are available for viewing [at [website of relevant Issuer]]  [and] during normal business hours at Avonbank, Feeder Road, Bristol BS2 0TB [and copies may be  obtained from Avonbank, Feeder Road, Bristol BS2 0TB]. The Prospectus[, the supplement[s] thereto]  and (in the case of Notes listed and admitted to trading on the regulated market of the London Stock  Exchange)  the  applicable  Final  Terms  will  also  be Published on the website of the London Stock  Exchange: www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.]      1. Issuer:                       [Western  Power  Distribution  (East  Midlands)  plc/                                      Western  Power Distribution  (West  Midlands)                                      plc/Western  Power  Distribution  (South  West)                                      plc/Western Power Distribution (South Wales) plc]      2. (i)    Series Number:         [  ]          (ii)   Tranche Number:        [  ]         (iii)  Date  on  which  the  Notes [The Notes  will  be  consolidated  and  form  a  single               will  be  consolidated  and Series with [  ] on [the Issue Date/exchange of the               form a single Series:  Temporary Global Note for interests in the Permanent                                      Global Note, as referred to in paragraph 29 below[,                                      which  is  expected  to  occur  on  or  about  [  ]]][Not                                      Applicable]                                        32 





 






                3. Specified  Currency or Currencies: [  ]   4. Aggregate  Nominal Amount:          (i)    Series:                [  ]      (ii)   Tranche:               [  ]   5. Retained  Notes:                    (i)    Retained  Notes  Principal [specify][Not Applicable]            Amount:      (ii)   Retained  Note  Cancellation [specify][Not Applicable]            Date:   6. (i)    Issue Price of Tranche: [  ]  per  cent.  of  the  Aggregate  Nominal  Amount                                   [plus accrued interest from [  ]]   7. (i)    Specified Denominations: [  ][[€/£100,000/$200,000] and integral multiples of                                   [€/£/$1,000]  in  excess  thereof  up  to  and including                                   [€/£199,000/$399,000].  No  Notes  in definitive  form                                   will  be  issued  with  a  denomination  of  integral                                   multiples above [€/£199,000/$399,000].]      (ii)   Calculation Amount:    [  ]            (Applicable to Notes in            definitive form)   8. (i)    Issue Date:            [  ]      (ii)   Interest  Commencement [  ] [Issue Date] [Not Applicable]            Date:   9. Maturity  Date:               [  ]   10. Interest  Basis:             [[  ] per cent. Fixed Rate]                                   [[Reference Rate] +/- [  ] per cent. Floating Rate]                                   [Zero Coupon]                                   [Index Linked Interest]                                   [(further particulars specified below)]   11. Redemption  Basis:           [Subject  to  any  purchase  and  cancellation  or  early                                   redemption,  the  Notes  will  be  redeemed  on  the                                   Maturity  Date  at  [  ]  per  cent.  of  their  nominal                                   amount]                                   [Index Linked Redemption]                                   [  ]   12. Change   of Interest  Basis  or [  ] [Not Applicable]     Redemption/ Payment Basis:   13. Put/Call  Options:           [Issuer Call]                                   [Investor Put]                                   [Restructuring Put Option]                                   [Pre-Maturity Call Option]                                   [Clean-up Call Option]                                    33 





 






                                       [Make-whole Redemption]                                      [(further particulars specified in paragraph[s]                                      [21]/[22]/[23]/[26]/[27]/[28] below)]                                      [Not Applicable]      14. Status  of the Notes:        Senior      15. [Date  approval by Committee of the [  ]        Board  of  Directors  for  issuance  of        Notes obtained:]   Provisions Relating to Interest (if any) Payable      16. Fixed  Rate Note Provisions  [Applicable/Not Applicable]         (i)    Rate[(s)] of Interest: [  ]  per  cent.  per  annum  [payable  [annually/semi-                                     annually/ quarterly/other (specify)] in arrear]         (ii)   Interest Payment Date(s): [  ] in each year up to and including the Maturity                                      Date/[  ]         (iii)  Fixed Coupon Amount[(s)]: [  ] per Calculation Amount               (Applicable  to  Notes  in               definitive form)         (iv)   Broken Amount(s):      [[  ] per Calculation Amount, payable on the Interest               (Applicable to Notes in Payment Date falling on [  ]/Not Applicable]               definitive form)         (v)    Day Count Fraction:    [Actual/Actual (ISDA)] / [Actual/Actual]                                      [Actual/365 (Fixed)]                                      [Actual/365 (Sterling)]                                      [Actual/360]                                      [30/360] / [360/360] / [Bond Basis]                                      [30E/360] / [Eurobond Basis]                                      [Actual/Actual ICMA]                                      [30E/360 (ISDA)]         (vi)   Determination Date(s): [  ] in each year      17. Floating  Rate Note Provisions [Applicable/Not Applicable]         (i)    Specified Period(s):   [  ]         (ii)   Specified Interest Payment [  ]  in  each  year[,  subject  to  adjustment  in               Dates:                 accordance with the Business Day Convention set out                                      in paragraph (iv) below]         (iii)  First Interest Payment Date: [  ]         (iv)   Business Day Convention: [Floating  Rate  Convention/Following  Business  Day                                      Convention/Modified  Following  Business  Day                                      Convention/Preceding Business Day Convention]         (v)    Additional    Business [  ]               Centre(s):                                        34 





 






                (vi)   Manner in which the Rate of [Screen Rate Determination/ISDA Determination]         Interest and Interest Amount         is to be determined:    (vii)  Party  responsible  for [  ]         calculating  the  Rate  of         Interest and Interest Amount         (if  not  the Calculation         Agent):   (viii)  Screen Rate Determination: [Applicable/Not Applicable]          −   Reference Rate:    [[  ] is  provided  by  [administrator  legal  name]                                [repeat  as necessary].]  [As  at  the  date  hereof,                                [administrator  legal  name]  [appears]/[does  not                                appear]  [repeat  as  necessary]  in  the  register  of                                administrators  and  benchmarks  established  and                                maintained by ESMA pursuant to Article 36 (Register                                of  administrators  and  benchmarks)  of  Regulation                                (EU) 2016/1011, as amended or superseded]/[As far                                as the Issuer is aware, as at the date hereof, the [specify                                benchmark]  does  not  fall  within  the  scope  of                                Regulation  (EU)  2016/1011,  as  amended or                                superseded] / [Not Applicable]          −   Interest  Determination [  ]             Date(s):          −   Relevant Screen Page: [  ]          −   Relevant Time:     [  ]   (ix)   ISDA Determination:    [Applicable/Not Applicable]          −   Floating Rate Option: [  ]          −   Designated Maturity:  [  ]          −   Reset Date:        [  ]                                 (In the case of a LIBOR or EURIBOR based option,                                the first day of the Interest Period)                                 (N.B. The  fall-back  provisions  applicable  to  ISDA                                Determination under the 2006 ISDA Definitions are                                reliant  upon  the  provision  by  reference  banks  of                                offered  quotations  for  LIBOR  and/or  EURIBOR                                which, depending on market circumstances, may not                                be available at the relevant time)   (x)    Linear Interpolation:  [Not Applicable/Applicable – the Rate of Interest for                                the [long/short] [first/last] Interest Period shall be                                calculated using Linear Interpolation (specify for                                each short or long interest period)]                                  35 





 






                   (xi)   Margin(s):             [+/-] [  ] per cent. per annum      (xii)  Minimum Rate of Interest: [  ] per cent. per annum      (xiii)  Maximum Rate of Interest: [  ] per cent. per annum      (xiv)  Day Count Fraction:    [Actual/Actual (ISDA)] / [Actual/Actual]                                   [Actual/365 (Fixed)]                                   [Actual/365 (Sterling)]                                   [Actual/360]                                   [30/360] / [360/360] / [Bond Basis]                                   [30E/360] / [Eurobond Basis]                                   [Actual/Actual ICMA]                                   [30E/360 (ISDA)]   18. Zero  Coupon Note Provisions [Applicable/Not Applicable]      (i)    Accrual Yield:         [  ] per cent. per annum      (ii)   Amortisation Yield:    [  ]      (iii)  Day  Count  Fraction  in [Condition 6(b) (Early Redemption) applies]            relation  to     Early [Actual/Actual (ISDA)] / [Actual/Actual]            Redemption  Amounts  and [Actual/365 (Fixed)]            late payment:          [Actual/365 (Sterling)]                                   [Actual/360]                                   [30/360] / [360/360] / [Bond Basis]                                   [30E/360] / [Eurobond Basis]                                   [Actual/Actual ICMA]                                   [30E/360 (ISDA)]  19. Index   Linked  Interest  Note [Applicable/Not Applicable]     Provisions      (i)    Index/Formula:         [UK Retail Price Index][UK Consumer Price                                   Index][UK Consumer Price Index Including Owner                                   Occupiers’ Housing Costs]      (ii)   Rate of Interest:      [Fixed,  calculated  in  accordance  with  paragraph 16                                   above][Floating,  calculated  in  accordance  with                                   paragraph 17 above]      (iii)  Minimum      Indexation [Not Applicable]/[  ]            Factor:      (iv)   Maximum      Indexation [Not Applicable]/[  ]            Factor:      (v)    Base Index Figure:     [  ]      (vi)   Limited      Indexation [  ]/[Not Applicable]            Month(s):      (vii)  Reference Gilt:        [[  ]  per  cent.  Index-Linked  Treasury  Stock  due                                   [  ]] [Not Applicable]      (viii)  Index Figure applicable: [3][8] months lag                                     36 





 






   Provisions Relating to Redemption      20. Index   Linked   Redemption  [Applicable/Not Applicable]        Provisions         (i)    Minimum      Indexation [Not Applicable]/[  ]               Factor:         (ii)   Maximum      Indexation [Not Applicable]/[  ]               Factor:         (iii)  Base Index Figure:     [  ]         (iv)   Reference Gilt:        [[  ]  per  cent.  Index-Linked  Treasury  Stock  due                                      [  ]] [Not Applicable]         (v)    Index Figure applicable: [3][8] months lag         (vi)   Redeemable in part:    [Applicable/Not Applicable]                (1)   Minimum          [  ]                     Redemption                     Amount:                (2)   Maximum          [  ]                     Redemption                     Amount:      21. Issuer  Call                 [Applicable/Not Applicable]         (i)    Optional    Redemption [  ]               Date(s):         (ii)   Optional Redemption    [[  ] per Calculation Amount]               Amount(s):         (iii)  Redeemable in part:    [Applicable/Not Applicable]                (1)   Minimum          [  ]                     Redemption                     Amount:                (2)   Maximum          [  ]                     Redemption                     Amount:      22. Investor  Put                [Applicable [(Condition 6(h)  (Redemption  at  the                                      Option of Noteholders) applies)]/Not Applicable]         (i)    Optional    Redemption [  ]               Date(s):         (ii)   Notice Period:         [  ]/[Refer  to  Condition  6(h)  (Redemption  at  the                                      Option of Noteholders)]                                        37 





 






                   (iii)  Optional Redemption    [[  ] per Calculation Amount]            Amount(s):   23. Restructuring  Put Option    [Applicable  [(Condition 6(i)  (Redemption  at  the                                   Option of the Noteholders on a Restructuring Event)                                   applies)]/Not Applicable]      (i)    Optional Redemption    [[  ] per Calculation Amount]            Amount(s):   24. Final  Redemption Amount:    [[  ] per Calculation Amount]   25. Early   Redemption  Amount  payable [[  ] per Calculation Amount]     on redemption for taxation reasons or     on event of default:          (N.B. If the Final Redemption Amount is 100 per cent.                                   of the nominal value (i.e. par), the Early Redemption                                   Amount is likely to be par (but consider). If, however,                                   the Final Redemption Amount is other than 100 per                                   cent.  of  the  nominal  value,  consideration  should  be                                   given as to what the Early Redemption Amount should                                   be.)   26. Pre- Maturity Call Option:   [Applicable [(Condition 6(f)  (Pre-Maturity  Call                                   Option by the Issuer) applies)]/Not Applicable]   27. Clean -up Call Option:       [Applicable  [(Condition 6(g) (Clean-up Call Option                                   by the Issuer) applies)]/Not Applicable]   28. Make -whole Redemption       [Applicable [(Condition 6(e)  (Redemption  at  the                                   Option  of  the  Relevant  Issuer)  applies)]/Not                                   Applicable]      (i)    Make-Whole Redemption  [  ]            Margin:      (ii)   Notice Period:         [  ]/[Refer  to  Condition  6(e)  (Redemption  at  the                                   Option of the Relevant Issuer)]      (iii)  Make-Whole   Reference [  ]            Bond:      (iv)   Reference Dealers:     [  ]      (v)    Quotation Time:        [  ]      (vi)   Determination Date:    [  ]      (vii)  If redeemable in part:              (a)     Minimum        [  ] per Calculation Amount                Redemption Amount:                                               (b)     Maximum                Redemption Amount: [  ] per Calculation Amount                                                                        38 





 






   General Provisions Applicable to the Notes      29. Form  of Notes:              [Bearer/Registered]         (i)    if issued in Bearer form: [Temporary  Global  Note  exchangeable  for  a                                      permanent  Global  Note  which  is  exchangeable  for                                      Definitive  Notes  in  the limited  circumstances                                      specified in the permanent Global Note.]                                       [Temporary Global Note exchangeable for Definitive                                      Notes on [  ] days’ notice.]                                       [Permanent Global Note exchangeable for Definitive                                      Notes  in  the  limited  circumstances  specified  in  the                                      permanent Global Note.]         (ii)   if issued in registered form: [Global  Certificate  registered  in  the  name  of  a                                      nominee for [a common depositary for Euroclear and                                      Clearstream,  Luxembourg/a  common  safekeeper  for                                      Euroclear and Clearstream, Luxembourg (that is, held                                      under the NSS) exchangeable for Certificates on [  ]                                      days’  notice  in  the  circumstances  specified  in  the                                      Global Certificate]         (iii)  [New Global Note]/[NSS]: [Yes] [No]      30. Additional   Financial  Centre(s)  or [Not Applicable/[  ]]        other  special  provisions  relating  to        payment dates:      31. Talons   for  future  Coupons  to  be [Yes,  as  the  Notes  have  more  than  27  coupon        attached to Definitive Notes: payments, Talons may be required if, on exchange into                                      definitive  form,  more  than  27  coupon  payments  are                                      still to be made]/[No]      THIRD PARTY INFORMATION   [[Relevant third party information] has been extracted from [specify source]. The Issuer confirms that  such information has been accurately reproduced and that, so far as it is aware and is able to ascertain  from information published by [specify source], no facts have been omitted which would render the  reproduced information inaccurate or misleading.]   Signed on behalf of  [Western Power Distribution (East Midlands) plc]  [Western Power Distribution (West Midlands) plc]  [Western Power Distribution (South West) plc]  [Western Power Distribution (South Wales) plc]  By:                                                                   39 





 






                                      Part B                                Other Information   1.    Listing  and Admission to Trading         (i)    Listing and admission to [Application has been made by the Issuer (or on its              trading:               behalf) for the Notes to be admitted to trading on the                                     London  Stock  Exchange’s  regulated  market  and                                     listing on the Official List of the FCA with effect from                                     [  ].]                                      [Application is expected to be made by the Issuer (or                                     on its behalf) for the Notes to be admitted to trading                                     on  the  London  Stock  Exchange’s  regulated  market                                     and listing on the Official List of the FCA and this is                                     expected to be effective from [  ].]                                      [Not Applicable]/ [  ]         (ii)   Estimate  of  total  expenses [  ]               related  to  admission  to              trading:      2. Ratings          Ratings:                     The Notes to be issued [have been] [are expected to                                     be] rated:                                       [  ] by [  ]                                      [[Each  of][  ][  and  [  ]]  is  established  in  the                                     [UK/EEA]  and  is  registered  under  Regulation  (EC)                                     No. 1060/2009 (as amended) (the CRA Regulation).                                     As such, [each of][  ][ and [  ]] is included in the                                     list  of  credit  rating  agencies  published  by  the                                     European  Securities  and  Markets  Authority  on  its                                     website in accordance with the CRA Regulation.]                                      [[  ] is not established in the EEA or in the UK and                                     is  not registered under  Regulation  (EC)  No.                                     1060/2009 (as amended) (the CRA Regulation), but                                     the rating it has given to the Notes has been endorsed                                     by [  ], which is established in the [UK/EEA] and is                                     registered under the CRA Regulation.]                                      [[  ] is not established in the EEA or in the UK and                                     is  not registered under  Regulation  (EC)  No.                                     1060/2009 (as amended) (the CRA Regulation) and                                     the rating it has given to the Notes is not endorsed by                                     a credit rating agency established in the EEA or the                                     UK and registered under the CRA Regulation.]                                      [NB  to  insert  brief  description  of  the  ratings  if                                     previously published]                                      [The Notes to be issued have not been rated.]                                        40 





 






                3. Interests  of Natural and Legal Persons Involved in the Issue      [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person     involved in the issue of the Notes has an interest material to the offer.]/[  ]   4. Reasons  for the Offer, Estimated Net Proceeds and Total Expenses      (i)    Reasons for the offer: [  ]      (ii)   Estimated net proceeds: [  ] [NB principal amount of any Retained Notes to                                  be deducted] [(exclusive of the principal amount of the                                  Retained Notes)]      (iii)  [Estimated total expenses: [  ]]   5.  [Yield  (Fixed Rate Notes only)]       Indication of yield:         [  ]    6. [Performance   of  Index  and  Other  Information  Concerning  the Underlying  (Indexed Notes     only)      (i)    Name of underlying [UK Retail Price Index (RPI) (all items)] [UK Consumer            index:             Price Index (CPI)] [UK Consumer Price Index Including                               Owner Occupiers’ Housing Costs (CPIH)] published by                               the Office of National Statistics      (ii)   Information about the Information  on  [RPI][CPI][CPIH]  can  be  found  at            Index, its volatility and www.statistics.gov.uk            past and future            performance can be            obtained from:      (iii)  Final reference price of       [  ]]             the underlying index:   7. Operational  Information      (i)    ISIN Code:            [  ]       (ii)   Common Code:          [  ]      (iii)  [CFI:                 [  ][See the website of the Association of National                                  Numbering  Agencies  (ANNA)  or  alternatively                                  sourced  from  the responsible  National  Numbering                                  Agency that assigned the ISIN]]      (iv)   [FISN:                [  ][See the website of the Association of National                                  Numbering  Agencies  (ANNA)  or  alternatively                                  sourced  from  the  responsible  National  Numbering                                  Agency that assigned the ISIN]]                                   (If the CFI and/or FISN is not required, it/they should                                  be specified to be “Not Applicable”)      (v)    Any  clearing  system(s) [Not Applicable]/[  ]           other  than  Euroclear  Bank                                     41 





 






                         SA/NV  and  Clearstream           Banking  S.A.  and  the           relevant   identification           number(s):      (vi)   Delivery:             Delivery [against/free of] payment      (vii)  Names  and  addresses  of [  ]            additional  Paying  Agent(s)           (if any):      (viii)  Intended  to  be  held  in  a [Yes. Note that the designation “yes” simply means           manner which would allow that the Notes are intended upon issue to be deposited           Eurosystem eligibility: with  one  of  the  international  central  securities                                  depositories  (ICSD)  as  common  safekeeper  [,  and                                  registered  in  the  name  of  a  nominee  of  one  of  the                                  ICSDs  acting  as  common  safekeeper,  that  is,  held                                  under the NSS,] and does not necessarily mean that                                  the Notes will be recognised as eligible collateral for                                  Eurosystem  monetary  policy  and intra-day credit                                  operations by the Eurosystem either upon issue or at                                  any or all times during their life. Such recognition will                                  depend upon the European Central Bank (the ECB)                                  being satisfied that Eurosystem eligibility criteria have                                  been met.]/[No. Whilst the designation is specified as                                  “no” at  the  date  of  these  Final  Terms,  should  the                                  Eurosystem  eligibility  criteria  be  amended  in  the                                  future such that the Notes are capable of meeting them                                  the  Notes  may  then  be  deposited  with  one  of  the                                  ICSDs as common safekeeper [, and registered in the                                  name of  a  nominee  of  one  of  the  ICSDs  acting  as                                  common  safekeeper,  that  is,  held  under  the  NSS].                                  Note that this does not necessarily mean that the Notes                                  will  then  be  recognised  as  eligible  collateral  for                                  Eurosystem  monetary  policy  and intra-day credit                                  operations by the Eurosystem at any time during their                                  life. Such recognition will depend upon the ECB being                                  satisfied that Eurosystem eligibility criteria have been                                  met.]   8. Distribution       (i)    Method of distribution: [Syndicated/Non-syndicated]      (ii)   If syndicated, names and [Not Applicable/give names, addresses]           addresses of Managers:                                  (Include names and addresses of entities agreeing to                                  underwrite the issue on a firm commitment basis and                                  names and addresses of the entities agreeing to place                                  the  issue  without  a  firm  commitment  or  on  a “best                                  efforts” basis if such entities are not the same as the                                  Managers.)      (iii)  Stabilisation Manager(s) (if [Not Applicable/give name]           any):                                     42 





 






                (iv)   If non-syndicated, name and [Not Applicable/give name and address]        address of relevant Dealer:   (v)    U.S. Selling Restrictions: [Reg.  S  Compliance  Category [1/2/3];  TEFRA                               D/TEFRA C/TEFRA not applicable]   (vi)   Prohibition of Sales to EEA [Applicable/Not Applicable]        and UK Retail Investors:                                (If  the  Notes  clearly  do  not  constitute “packaged”                               products, “Not Applicable” should be specified. If the                               Notes may constitute “packaged” products and no key                               information document will be prepared, “Applicable”                               should be specified.)                                                  43 





 






                         FORM OF PRICING SUPPLEMENT   Set out below is the form of Pricing Supplement which will be completed for each Tranche of Exempt  Notes.   [PROHIBITION  OF  SALES  TO  EEA AND  UK RETAIL  INVESTORS – The  Notes  are  not  intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise  made  available  to  any  retail  investor  in  the  European  Economic  Area  (the EEA) or  in  the  United  Kingdom (the UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a  retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded)  (MiFID  II);  or  (ii)  a  customer  within  the  meaning  of  Directive (EU)  2016/97 (as  amended  or  superseded) (the Insurance Distribution Directive),  where  that  customer would  not  qualify  as  a  professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor  as defined in Regulation (EU) 2017/1129 (as amended or superseded) (the Prospectus Regulation).  Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended  or superseded) (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them  available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling  the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be  unlawful under the PRIIPs Regulation.]   [MIFID II product governance / Professional investors and ECPs only target market – Solely for  the purposes of [the/each] manufacturer’s product approval process, the target market assessment in  respect  of  the  Notes  has  led  to  the  conclusion  that:  (i)  the  target  market  for  the  Notes  is  eligible  counterparties and professional clients only, each as defined in [Directive 2014/65/EU (as amended or  superseded)  (MiFID  II)/MiFID  II],  and  (ii)  all  channels  for  distribution  of  the  Notes  to  eligible  counterparties and professional clients are appropriate. Any person subsequently offering, selling or  recommending the Notes (a distributor) should take into consideration the manufacturer[’s/s’] target  market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own  target market assessment in respect of the Notes (by either adopting or refining the manufacturer[’s/s’]  target market assessment) and determining appropriate distribution channels.]   [Singapore  SFA  Product  Classification:  In  connection  with  Section  309B  of  the  Securities  and  Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and Futures (Capital Markets  Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and  hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are  [‘prescribed capital markets products’]/[capital markets products other than ‘prescribed capital market  products’]  (as  defined  in  the  CMP  Regulations  2018)  and  [are]  [Excluded]/[Specified]  Investment  Products (as defined in MAS Notice SFA 04 N12: Notice on the Sale of Investment Products and MAS  Notice FAA N16: Notice on Recommendations on Investment Products).]2   [Prohibition of sales to consumers in Belgium: The Notes are not intended to be offered, sold or  otherwise  made available  to,  and  should  not  be  offered,  sold  or  otherwise  made  available  to,  any  consumer  (consument/consommateur) within  the  meaning  of  the  Belgian  Code  of  Economic  Law  (Wetboek van economisch recht/Code de droit économique), as amended.]   NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH REGULATION (EU) 2017/1129  (AS AMENDED OR SUPERSEDED) FOR THE ISSUE OF NOTES DESCRIBED BELOW.   [Date]   [Western Power Distribution (East Midlands) plc]/[Western Power Distribution (South Wales)    plc]/ [Western Power Distribution (South West) plc]/ [Western Power Distribution (West                             2 For any Notes to be offered to Singapore investors, the Issuer is to consider whether it needs to reclassify the   Notes pursuant to Section 309B of the SFA prior to the launch of the offer.                                       44 





 






                                  Midlands) plc]                                  (the “Issuer”)                             Legal Entity Identifier: [  ]               Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]                      [including [nominal amount] of Retained Notes]                                   (the “Notes”)                              under the £4,000,000,000                        Euro Medium Term Note Programme                                     Part A                                Contractual Terms   This document constitutes the Pricing Supplement for the Notes described herein. This document must  be read in conjunction with the Prospectus dated 21 August 2020 [as supplemented by the supplement[s]  dated [date[s]]] (the Prospectus). Full information on the Issuer and the offer of the Notes is only  available on the basis of the combination of this Pricing Supplement and the Prospectus. Copies of the  Prospectus may be obtained from [address].   Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions  (the Conditions) set forth in the Prospectus [dated [original date] which are incorporated by reference  in the Prospectus].   The  Notes  offered  pursuant  to  this  Pricing  Supplement  are  offered  pursuant  to  an  exemption  to  Regulation (EU) 2017/1129, as amended or superseded. The FCA has neither approved nor reviewed  information contained in the Prospectus or this Pricing Supplement relating to the Notes offered.   1    Issuer:                    [Western Power Distribution (East Midlands) plc/                                  Western Power Distribution (West Midlands)                                  plc/Western Power Distribution (South West)                                  plc/Western Power Distribution (South Wales) plc]   2    (i)    Series Number:      [⚫]        (ii)   Tranche Number:     [⚫]        (iii)   Date on which the Notes [The Notes will be consolidated and form a single               will be consolidated and Series with [⚫] on [the Issue Date/exchange of the               form a single Series: Temporary Global Note for interests in the Permanent                                  Global Note, as referred to in paragraph 29 below[,                                  which is expected to occur on or about [⚫]]][Not                                  Applicable]   3    Specified Currency or Currencies: [⚫]   4    Aggregate Nominal Amount:          (i)    Series:             [⚫]        (ii)   Tranche:            [⚫]   5    Retained Notes:                                                    45 





 






        (i)   Retained Notes Principal [specify][Not Applicable]             Amount:        (ii)  Retained Note        [specify][Not Applicable]             Cancellation Date:   6    (i)    Issue Price of Tranche: [⚫] per cent. of the Aggregate Nominal Amount [plus                                  accrued interest from [⚫]]    7        (i) Specified         [●][[€/£100,000/$200,000] and integral multiples of               Denominations:     [€/£/$1,000] in excess thereof up to and including                                  [€/£199,000/$399,000]. No Notes in definitive form                                  will be issued with a denomination of integral multiples                                  above [€/£199,000/$399,000].]             (ii) Calculation Amount: [⚫]               (Applicable to Notes in               definitive form)   8    (i)    Issue Date:         [⚫]        (ii)    Interest Commencement [●] [Issue Date] [Not Applicable]               Date:   9    Maturity Date:             [⚫]   10   Interest Basis:            [[⚫] per cent. Fixed Rate]                                  [[Reference Rate] +/- [⚫] per cent. Floating Rate]                                  [Zero Coupon]                                  [Index Linked Interest]                                  [(further particulars specified below)]   11   Redemption Basis:          [Subject  to  any  purchase  and  cancellation  or  early                                  redemption, the Notes will be redeemed on the Maturity                                  Date at [⚫] per cent. of their nominal amount]                                   [Index Linked Redemption]                                   [⚫]   12   Change of Interest Basis or [⚫] [Not Applicable]       Redemption/ Payment Basis:   13   Put/Call Options:          [Issuer Call]                                  [Investor Put]                                  [Restructuring Put Option]                                  [Pre-Maturity Call Option]                                  [Clean-up Call Option]                                  [Make-whole Redemption]                                  [(further particulars specified in paragraph[s]                                  [21]/[22]/[23]/[26]/[27]/[28] below)]                                  [Not Applicable]   14   Status of the Notes:       Senior                                        46 





 






   15   [Date approval by Committee of [⚫]       the Board of Directors for       issuance of Notes obtained:]   Provisions Relating to Interest (if any) Payable   16   Fixed Rate Note Provisions [Applicable/Not Applicable]        (i)    Rate[(s)] of Interest: [⚫] per cent. per annum [payable [annually/semi-                                 annually/quarterly/other (specify)] in arrear]        (ii)    Interest Payment   [⚫] in each year up to and including the Maturity               Date(s):           Date/[⚫]        (iii)   Fixed Coupon       [⚫] per Calculation Amount               Amount[(s)]:               (Applicable to Notes in               definitive form)        (iv)    Broken Amount(s):  [[⚫] per Calculation Amount, payable on the Interest               (Applicable to Notes in Payment Date falling on [⚫]/Not Applicable]               definitive form)        (v)    Day Count Fraction: [Actual/Actual (ISDA)] / [Actual/Actual]                                  [Actual/365 (Fixed)]                                  [Actual/365 (Sterling)]                                  [Actual/360]                                  [30/360] / [360/360] / [Bond Basis]                                  [30E/360] / [Eurobond Basis]                                  [Actual/Actual ICMA]                                  [30E/360 (ISDA)]        (vi)   Determination Date(s): [⚫] in each year   17   Floating Rate Note Provisions [Applicable/Not Applicable]        (i)    Specified Period(s): [⚫]        (ii)    Specified Interest [⚫] in each year[, subject to adjustment in accordance               Payment Dates:     with the Business Day Convention set out in paragraph                                  (iv) below]        (iii)   First Interest Payment [⚫]               Date:        (iv)    Business Day       [Floating  Rate Convention/Following  Business  Day               Convention:        Convention/Modified  Following  Business  Day                                  Convention/Preceding Business Day Convention]        (v)     Additional Business [⚫]               Centre(s):        (vi)    Manner in which the [Screen Rate Determination/ISDA Determination]               Rate of Interest and               Interest Amount is to be               determined:                                        47 





 






                (vii)   Party responsible for [⚫]          calculating  the  Rate  of          Interest  and  Interest          Amount (if  not  the          Calculation Agent):   (viii)  Screen Rate        [Applicable/Not Applicable]          Determination:      -    Reference Rate:    [[●] is provided by [administrator legal name] [repeat                             as  necessary].]  [As  at  the  date  hereof,  [administrator                             legal  name]  [appears]/[does  not  appear]  [repeat  as                             necessary]  in  the  register  of  administrators  and                             benchmarks  established  and  maintained  by  ESMA                             pursuant to Article  36 (Register of administrators  and                             benchmarks) of Regulation (EU) 2016/1011, as amended                             or superseded]/[As far as the Issuer is aware, as at the                             date hereof, the [specify benchmark] does not fall within                             the scope of Regulation (EU) 2016/1011, as amended or                             superseded] / [Not Applicable]      -    Interest Determination [⚫]          Date(s):      -    Relevant Screen Page: [⚫]      -    Relevant Time:     [⚫]   (ix)   ISDA Determination: [Applicable/Not Applicable]      -    Floating Rate Option: [⚫]      -    Designated Maturity: [⚫]      -    Reset Date:        [⚫]                              (In the case of a LIBOR or EURIBOR based option, the                             first day of the Interest Period)                              (N.B.  The  fall-back  provisions  applicable  to  ISDA                             Determination  under  the  2006  ISDA  Definitions  are                             reliant upon the provision by reference banks of offered                             quotations  for  LIBOR  and/or  EURIBOR  which,                             depending  on  market  circumstances,  may  not  be                             available at the relevant time)   (x)    Linear Interpolation: [Not Applicable/Applicable – the Rate of Interest for the                             [long/short] [first/last] Interest Period shall be calculated                             using Linear Interpolation (specify for each short or long                             interest period)]   (xi)   Margin(s):          [+/-] [⚫] per cent. per annum   (xii)   Minimum Rate of    [⚫] per cent. per annum          Interest:                                   48 





 






        (xiii)  Maximum Rate of    [⚫] per cent. per annum               Interest:        (xiv)  Day Count Fraction: [Actual/Actual (ISDA)] / [Actual/Actual]                                  [Actual/365 (Fixed)]                                  [Actual/365 (Sterling)]                                  [Actual/360]                                  [30/360] / [360/360] / [Bond Basis]                                  [30E/360] / [Eurobond Basis]                                  [Actual/Actual ICMA]                                  [30E/360 (ISDA)]   18   Zero Coupon Note Provisions [Applicable/Not Applicable]        (i)    Accrual Yield:      [⚫] per cent. per annum        (ii)   Amortisation Yield: [⚫]        (iii)   Any other formulas/ [⚫]               basis of determining               amount payable for [Condition 6(b) (Early Redemption) applies]               Zero Coupon Notes               which are Exempt               Notes:        (iv)    Day Count Fraction in [Actual/Actual (ISDA)] / [Actual/Actual]               relation to Early  [Actual/365 (Fixed)]               Redemption Amounts: [Actual/365 (Sterling)]                                  [Actual/360]                                  [30/360] / [360/360] / [Bond Basis]                                  [30E/360] / [Eurobond Basis]                                  [Actual/Actual ICMA]                                  [30E/360 (ISDA)]   19   Index Linked Interest Note [Applicable/Not Applicable]       Provisions        (i)    Index/Formula:      [UK Retail Price Index][UK Consumer Price                                  Index][UK Consumer Price Index Including Owner                                  Occupiers’ Housing Costs]        (ii)   Rate of Interest:   [Fixed, calculated in accordance with paragraph 16                                  above][Floating, calculated in accordance with                                  paragraph 17 above]        (iii)   Minimum Indexation [Not Applicable]/[⚫]               Factor:        (iv)    Maximum Indexation [Not Applicable]/[⚫]               Factor:        (v)    Base Index Figure:  [⚫]        (vi)    Limited Indexation [⚫]/[Not Applicable]               Month(s):                                        49 





 






        (vii)  Reference Gilt:     [[⚫] per cent. Index-Linked Treasury Stock due                                  [⚫]][Not Applicable]        (viii) Index Figure applicable: [3][8] months lag   Provisions Relating to Redemption    20   Index Linked Redemption    [Applicable/Not Applicable]       Provisions        (i)    Index/Formula:      [UK Retail Price Index][UK Consumer Price                                  Index][UK Consumer Price Index Including Owner                                  Occupiers’ Housing Costs]        (ii)    Minimum Indexation [Not Applicable]/[⚫]               Factor:        (iii)   Maximum Indexation [Not Applicable]/[⚫]               Factor:        (iv)   Base Index Figure:  [⚫]        (v)    Reference Gilt:     [[⚫] per cent. Index-Linked Treasury Stock due                                  [⚫]][Not Applicable]        (vi)   Index Figure applicable: [3][8] months lag        (vii)  Redeemable in part: [Applicable/Not Applicable]        (1)     Minimum Redemption [⚫]               Amount:        (2)     Maximum Redemption [⚫]               Amount:   21   Issuer Call                [Applicable/Not Applicable]        (i)     Optional Redemption [⚫]               Date(s):        (ii)    Optional Redemption [[⚫] per Calculation Amount]               Amount(s):        (iii)   Redeemable in part: [Applicable/Not Applicable]        (iv)    Minimum Redemption [⚫]               Amount:        (v)     Maximum Redemption [⚫]               Amount:   22   Investor Put               [Applicable [(Condition 6(h) (Redemption at the Option                                  of Noteholders) applies)]/Not Applicable]        (i)     Optional Redemption [⚫]               Date(s):                                        50 





 






        (ii)    Notice Period:     [⚫]/[Refer to Condition 6(h) (Redemption at the Option                                  of Noteholders)]        (iii)   Optional Redemption [[⚫] per Calculation Amount]               Amount(s):   23   Restructuring Put Option   [Applicable [(Condition 6(i) (Redemption at the Option                                  of  the  Noteholders on  a  Restructuring  Event)                                  applies)]/Not Applicable]        (i)     Optional Redemption [On the Put Date (as specified in the relevant Put Event               Date(s):           Notice) (where Condition 6(i) (Redemption at the Option                                  of the Noteholders on a Restructuring Event) applies)]        (ii)    Notice Period:     [⚫] (in accordance with Condition 18 (Notices))        (iii)   Optional Redemption [[⚫] per Calculation Amount]               Amount(s):   24   Final Redemption Amount:   [[⚫] per Calculation Amount]   25   Early Redemption Amount    [[⚫] per Calculation Amount]       payable on redemption for       taxation reasons or on event of       default and/or the method of       calculating the same (if required):   26   Pre-Maturity Call Option:  [Applicable [(Condition 6(f) (Pre-Maturity Call Option                                  by the Issuer) applies)]/Not Applicable]   27   Clean-up Call Option:      [Applicable [(Condition 6(g) (Clean-up Call Option by                                  the Issuer) applies)]/Not Applicable]   28   Make-whole Redemption      [Applicable [(Condition 6(e) (Redemption at the Option                                  of the Relevant Issuer) applies)]/Not Applicable]        (i)     Make-Whole         [⚫]               Redemption Margin:        (ii)    Notice Period:     [⚫]/[Refer to Condition 6(e) (Redemption at the Option                                  of the Relevant Issuer)]        (iii)   Make-Whole Reference [⚫]               Bond:        (iv)   Reference Dealers:  [⚫]        (v)    Quotation Time:     [⚫]        (vi)   Determination Date: [⚫]        (vii)  If redeemable in part:         (a)     Minimum  Redemption [⚫] per Calculation Amount               Amount:                                  [⚫] per Calculation Amount                                        51 





 






        (b)     Maximum  Redemption               Amount:      General Provisions Applicable to the Notes   29   Form of Notes:             [Bearer/Registered]        (i)    if issued in Bearer form: [Temporary Global Note exchangeable for a permanent                                  Global Note which is exchangeable for Definitive                                  Notes in the limited circumstances specified in the                                  permanent Global Note.]                                   [Temporary Global Note exchangeable for Definitive                                  Notes on [⚫] days’ notice.]                                   [Permanent Global Note exchangeable for Definitive                                  Notes in the limited circumstances specified in the                                  permanent Global Note.]        (ii)  if issued in registered [Global Certificate registered in the name of a nominee             form:                for [a common depositary for Euroclear and                                  Clearstream, Luxembourg/a common safekeeper for                                  Euroclear and Clearstream, Luxembourg (that is, held                                  under the NSS) exchangeable for Certificates on [⚫]                                  days’ notice in the circumstances specified in the                                  Global Certificate]        (iii)  [New Global         [Yes] [No]             Note]/[NSS]:   30   Additional Financial Centre(s) or [Not Applicable/[⚫]]       other special provisions relating       to payment dates:   31   Talons for future Coupons to be [Yes, as the Notes have more than 27 coupon payments,       attached to Definitive Notes: Talons may be required if, on exchange into definitive                                  form, more than 27 coupon payments are still to be                                  made]/[No]   32   Other terms or special conditions: [Not Applicable/give details]                                               52 





 






   RESPONSIBILITY   The Issuer accepts responsibility for the information contained in this Pricing Supplement. [[Relevant  third  party  information]  has  been  extracted  from  [specify  source].  The  Issuer  confirms  that  such  information has been accurately reproduced and that, so far as it is aware and is able to ascertain from  information  published  by  [specify  source],  no  facts  have  been  omitted  which  would  render  the  reproduced information inaccurate or misleading.]   Signed on behalf of   [Western Power Distribution (East Midlands) plc]  [Western Power Distribution (West Midlands) plc]  [Western Power Distribution (South West) plc]  [Western Power Distribution (South Wales) plc]                                               53 





 






                                      Part B                                 Other Information   1    Listing and Admission to Trading         (i)     Listing and admission to [Not Applicable]/[⚫]               trading:        (ii)    Estimate of total   [⚫]               expenses related to               admission to trading:   2    Ratings                             Ratings:                    The Notes to be issued [have been] [are expected to be]                                   rated:                                    [⚫] by [⚫]                                    [[Each  of][  ][  and  [  ]]  is  established  in  the                                   [UK/EEA] and is registered under Regulation (EC) No.                                   1060/2009  (as  amended)  (the CRA  Regulation).  As                                   such, [each of][  ][ and [  ]] is included in the list of                                   credit  rating  agencies  published  by  the  European                                   Securities  and  Markets  Authority  on  its  website  in                                   accordance with the CRA Regulation.]                                    [[  ] is not established in the EEA or in the UK and is                                   not registered under Regulation (EC) No. 1060/2009 (as                                   amended) (the CRA Regulation), but the rating it has                                   given to the Notes has been endorsed by [  ], which is                                   established in the [UK/EEA] and is registered under the                                   CRA Regulation.]                                    [[  ] is not established in the EEA or in the UK and is                                   not registered under Regulation (EC) No. 1060/2009                                   (as amended) (the CRA Regulation) and the rating it                                   has given to the Notes is not endorsed by a credit                                   rating agency established in the EEA or the UK and                                   registered under the CRA Regulation.]                                    [The Notes to be issued have not been rated.]   3    Interests of Natural and Legal Persons Involved in the Issue        [Save for any fees payable to the [Managers/Dealers], so far as the Issuer is aware, no person       involved in the issue of the Notes has an interest material to the offer.]/[⚫]   4    Reasons for the Offer, Estimated Net Proceeds and Total Expenses        (i)     Reasons for the offer: [⚫]        (ii)    Estimated net proceeds: [⚫] [NB principal amount of any Retained Notes to be                                   deducted] [(exclusive of the principal amount of the                                   Retained Notes)]                                        54 





 






        (iii)   [Estimated total    [⚫]]               expenses:   5    [Yield (Fixed Rate Notes only)]         Indication of yield:        [⚫]   6    [Performance of Index and Other Information Concerning the Underlying (Indexed Notes       only)        (i)     Name of underlying  [UK Retail Price Index (RPI) (all items)] [UK               index:              Consumer Price Index (CPI)][UK Consumer Price                                   Index Including Owner Occupiers’ Housing Costs                                   (CPIH)] published by the Office of National Statistics        (ii)    Information about the Information on [RPI][CPI][CPIH] can be found at               Index, its volatility and www.statistics.gov.uk               past and future               performance can be               obtained from:        (iii)   Final reference price of [⚫]]               the underlying index:   7    Operational Information             (i)     ISIN Code:          [⚫]        (ii)    Common Code:        [⚫]        (iii)   [CFI:               [See the website of the Association of National                                   Numbering Agencies (ANNA) or alternatively sourced                                   from the responsible National Numbering Agency that                                   assigned the ISIN]]        (iv)    [FISN:              [See the website of the Association of National                                   Numbering Agencies (ANNA) or alternatively sourced                                   from the responsible National Numbering Agency that                                   assigned the ISIN]]                                    (If the CFI and/or FISN is not required, it/they should                                   be specified to be “Not Applicable”)        (v)     Any clearing system(s) [Not Applicable/[⚫]               other  than Euroclear               Bank   SA/NV   and               Clearstream  Banking               S.A.  and  the  relevant               identification number(s):        (vi)    Delivery:           Delivery [against/free of] payment        (vii)   Names and addresses of [⚫]               additional Paying               Agent(s) (if any):                                        55 





 






        (viii)  Intended to  be  held  in  a [Yes] [No]               manner  which  would               allow    Eurosystem [Note that the designation “yes” simply means that the               eligibility:        Notes are intended upon issue to be deposited with one                                   of the ICSDs as common safekeeper[, and registered in                                   the name of a nominee of one of the ICSDs acting as                                   common safekeeper, that is, held under the NSS,] and                                   does  not  necessarily  mean  that  the  Notes  will  be                                   recognised  as  eligible  collateral  for  Eurosystem                                   monetary policy and intra-day credit operations by the                                   Eurosystem  either  upon  issue  or  at  any  or  all  times                                   during  their  life.  Such  recognition  will  depend  upon                                   satisfaction of the Eurosystem eligibility criteria.]                                    [Note that whilst the designation is specified as “no” at                                   the  date  of  this  Pricing  Supplement,  should  the                                   Eurosystem eligibility criteria be amended in the future                                   such  that  the  Notes  are  capable  of  meeting  them  the                                   Notes may then be deposited with one of the ICSDs as                                   common safekeeper[, and registered in the  name of a                                   nominee  of  one  of  the  ICSDs  acting  as  common                                   safekeeper, that is, held under the NSS]. Note that this                                   does not necessarily mean that the Notes will then be                                   recognised  as  eligible  collateral  for  Eurosystem                                   monetary policy and intra-day credit operations by the                                   Eurosystem  at  any  time  during  their  life.  Such                                   recognition will depend upon the ECB being satisfied                                   that Eurosystem eligibility criteria have been met.]   8    Distribution                        (i)    Method of distribution: [Syndicated/Non-syndicated]        (ii)    If syndicated, names of [Not Applicable/[⚫]]               Managers:        (iii)   Stabilisation Manager(s) [Not Applicable/[⚫]]               (if any):        (iv)    If non-syndicated, name [⚫]               of relevant Dealer:        (v)    U.S. Selling Restrictions: [Reg. S Compliance Category 2; TEFRA D/TEFRA                                   C/TEFRA not applicable]        (vi)    Prohibition of Sales to [Applicable/Not Applicable]               EEA and UK Retail               Investors:                                    (If  the  Notes  clearly  do  not  constitute “packaged”                                   products, “Not Applicable” should be specified. If the                                   Notes may constitute “packaged” products and no key                                   information  document  will  be  prepared, “Applicable”                                   should be specified.)                                            56 





 






                     TERMS AND CONDITIONS OF THE NOTES   The following is the text of the terms and conditions that, subject to completion in accordance with the  provisions of Part A of the relevant Final Terms, shall be applicable to the Notes in definitive form (if  any) issued in exchange for the Global Note(s) representing each Series. Either (i) the full text of these  terms and conditions together with the relevant provisions of Part A of the Final Terms or (ii) these  terms and conditions as so completed (and subject to simplification by the deletion of non-applicable  provisions), shall be endorsed on such Bearer Notes or on the Certificates relating to such Registered  Notes. All capitalised terms that are not defined in these Conditions will have the meanings given to  them in Part A of the relevant Final Terms. Those definitions will be endorsed on the definitive Notes  or Certificates, as the case may be. References in the Conditions to “Notes” are to the Notes of one  Series only, not to all Notes that may be issued under the Programme.   The Notes (as defined below) are constituted by, are subject to, and have the benefit of, an amended  and restated trust deed dated 21 August 2020 (as amended or supplemented from time to time, the Trust  Deed) between Western Power Distribution (East Midlands) plc (WPDE), Western Power Distribution  (West Midlands) plc (WPDW), Western Power Distribution (South West) plc (WPD South West) and  Western Power Distribution (South Wales) plc (WPD South Wales and, together with WPDE, WPDW  and WPD South West, the Issuers and each an Issuer) and HSBC Corporate Trustee Company (UK)  Limited (the Note Trustee, which expression shall include all persons for the time being the trustee or  trustees under the Trust Deed) as trustee for the Noteholders (as defined below). The relevant Final  Terms  will  specify  the  Issuer  of  each  Series  of  Notes  and,  in  the  context  of  a  Tranche  of  Notes,  references in these Conditions to the “Relevant Issuer” or the “Issuer” shall be construed accordingly.  Notes issued by each Issuer are obligations solely of that Issuer (the Relevant Issuer) and without  recourse  whatsoever  to  any  other  Issuer.  These  terms  and  conditions  (the Conditions)  include  summaries of, and are subject to, the detailed provisions of the Trust Deed, which includes the form of  the Registered Notes, Bearer Notes, Certificates, Coupons and Talons referred to below. An amended  and restated agency agreement dated 21 August 2020 (as amended or supplemented from time to time,  the Agency Agreement) has been entered into in relation to the Notes between the Issuers, the Note  Trustee, HSBC Bank plc as issuing and paying agent and the other agents named in it. The issuing and  paying agent, the other paying agents, the registrar, the transfer agents and the calculation agent(s) for  the time being (if any) are referred to below respectively as the Issuing and Paying Agent, the Paying  Agents (which expression shall include the Issuing and Paying Agent), the Registrar, the Transfer  Agents (which  expression  shall  include  the  Registrar)  and  the Calculation  Agent(s). The  Paying  Agents, the Transfer Agents and the Calculation Agent(s) are referred to together as the Agents. A  master agreement for custody services (as amended or supplemented from time to time, the Custody  Agreement) will be entered into in relation to the  Retained  Notes (as defined below) between the  Issuers and HSBC Bank plc as custodian (the Custodian, which expression shall include any successor  custodian appointed pursuant to the Custody Agreement).   Copies of the Trust Deed, the Agency Agreement and the Prospectus are available, and a copy of the  Custody Agreement will be available once entered into, for inspection during usual business hours at  the principal office of the Note Trustee (presently at 8 Canada Square, London E14 5HQ) and at the  specified offices of the Paying Agents and the Transfer Agents.   Notes means the euro medium term notes issued by the Issuers constituted by the Trust Deed and for  the time being outstanding. References herein to the Notes shall be references to the relevant Series of  Notes only.   The Noteholders, the holders of the interest coupons (the Coupons) relating to interest bearing Notes  in bearer form and, where applicable in the case of such Notes, talons for further Coupons (the Talons)  (the Couponholders) are entitled to the benefit of, are bound by, and are deemed to have notice of, all  the provisions of the Trust Deed and are deemed to have notice of those provisions applicable to them  of the Agency Agreement.                                        57 





 






   As used in these Conditions, Tranche means Notes which are identical in all respects and Series means  a series of Notes comprising of one or more Tranches of Notes which are identical save for the issue  date, issue price and/or the first payment of interest.   Any reference in these Conditions to Final Terms shall be deemed to include a reference to Pricing  Supplement, where relevant.   If so specified in the relevant Final Terms, some of the relevant Tranche of Notes may be immediately  purchased by the Relevant Issuer on the issue date thereof, such Notes being referred to as “Retained  Notes”.  Any  Retained  Notes will (in  each  case,  together  with  the  related  Coupons  and  Talons,  if  applicable) be purchased by and held by or for the account of the Relevant Issuer and may be sold or  otherwise disposed of in whole or in part at any time, and shall cease to be Retained Notes to the extent  of and upon such sale or disposal.   Retained Notes shall carry the same rights and be subject in all respects to the same terms and conditions  as the other Notes of the relevant Series, except that Retained Notes will not be treated as outstanding  for the purposes of determining quorum or voting at meetings of Noteholders or when considering the  interests of the Noteholders. Notes which have ceased to be Retained Notes shall carry the same rights  and be subject in all respects to the same terms and conditions as the other Notes of the relevant Series.  Retained Notes will be held by the Custodian upon the terms of the Custody Agreement.   1.   Form, Denomination and Title        The Notes are issued in bearer form (Bearer Notes) or in registered form (Registered Notes)       in each case in the Specified Denomination(s) shown in the Final Terms provided that in the       case of any Notes which are to be admitted to trading on a regulated market within the European       Economic  Area or the  United  Kingdom or  offered  to  the  public  in  a  Member  State  of  the       European  Economic  Area or in the  United  Kingdom in  circumstances  which  require  the       publication  of  a  prospectus  under  the  Prospectus Regulation,  the  minimum Specified       Denomination shall be €100,000 (or its equivalent in any other currency as at the date of issue       of the relevant Notes).        All Registered Notes shall have the same Specified Denomination.        Unless the Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Note,       a Zero Coupon Note, an Index Linked Interest Note, an Index Linked Redemption Note or a       combination of any of the foregoing or any other kind of Note, depending upon the Interest and       Redemption/Payment Basis shown in the Final Terms.        If the Note is an Exempt Note, the Note may be a Fixed Rate Note, a Floating Rate Note, a Zero       Coupon  Note,  an  Index  Linked  Interest  Note,  an  Index  Linked  Redemption  Note  or a       combination of any of the foregoing or any other kind of Note, depending upon the Interest and       Redemption/Payment Basis shown in the Pricing Supplement.        Bearer Notes are serially numbered and are issued with Coupons (and, where appropriate, a       Talon) attached, save in the case of Zero Coupon Notes in which case references to interest       (other than in relation to interest due after the Maturity Date), Coupons and Talons in these       Conditions are not applicable.        Registered Notes are represented by registered certificates (Certificates) and, save as provided       in Condition 2(c) (Exercise of Options or Partial Redemption in Respect of Registered Notes),       each Certificate shall represent the entire holding of Registered Notes by the same holder.        Title  to  the  Bearer  Notes  and  the  Coupons  and  Talons  shall  pass  by  delivery.  Title  to  the       Registered Notes shall pass by registration in the register that the Issuers shall procure to be       kept  by  the Registrar  in  accordance  with  the  provisions  of  the  Agency  Agreement  (the                                        58 





 






        Register). Except as ordered by a court of competent jurisdiction or as required by law, the       holder (as defined below) of any Note, Coupon or Talon shall be deemed to be and may be       treated as its absolute owner for all purposes whether or not it is overdue and regardless of any       notice of ownership, trust or an interest in it, any writing on it (or on the Certificate representing       it) or its theft or loss (or that of the related Certificate) and no person shall be liable for so       treating the holder.        In these Conditions, Noteholder means the bearer of any Bearer Note or the person in whose       name a Registered Note is registered (as the case may be), holder (in relation to a Note, Coupon       or Talon) means the bearer of any Bearer Note, Coupon or Talon or the person in whose name       a Registered Note is registered (as the case may be) and capitalised terms have the meanings       given to them in the Final Terms, the absence of any such meaning indicating that such term is       not applicable to the Notes.        For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear       Bank  SA/NV  (Euroclear)  and/or  Clearstream Banking  S.A.  (Clearstream,  Luxembourg),       each  person  (other than  Euroclear  or  Clearstream,  Luxembourg)  who  is  for the  time  being       shown in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular       nominal amount of such Notes (in which regard any certificate or other document issued by       Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the       account of any  person  shall be  conclusive  and  binding for all purposes save in the  case of       manifest error) shall be treated by the Issuer, the Note Trustee and the Agents as the holder of       such nominal amount of such Notes for all purposes other than with respect to the payment of       principal or interest on such nominal amount of such Notes, for which purpose the bearer of the       relevant Bearer Global Note or the registered holder of the relevant Registered Global Note       shall be treated by the Issuer, the Note Trustee and any Agent as the holder of such nominal       amount of such Notes in accordance with and subject to the terms of the relevant Global Note       and the expressions Noteholder and holder of Notes and related expressions shall be construed       accordingly.   2.   No Exchange of Notes and Transfers of Registered Notes        (a)   No Exchange of Notes: Registered Notes may not be exchanged for Bearer Notes.             Bearer Notes of one Specified Denomination may not be exchanged for Bearer Notes             of another Specified Denomination. Bearer Notes may not be exchanged for Registered             Notes.        (b)   Transfer of Registered Notes: One or more Registered Notes may be transferred upon             the surrender (at the specified office of the Registrar or any Transfer Agent) of the             Certificate representing such Registered Notes to be transferred, together with the form             of transfer endorsed on such Certificate, (or another form of transfer substantially in the             same form and containing the same representations and certifications (if any), unless             otherwise agreed by the Relevant Issuer), duly completed and executed and any other             evidence as the Registrar or Transfer Agent may reasonably require. In the case of a             transfer of part only of a holding of Registered Notes represented by one Certificate, a             new Certificate shall be issued to the transferee in respect of the part transferred and a             further new Certificate in respect of the balance of the holding not transferred shall be             issued to the transferor. All transfers of Notes and entries on the Register will be made             subject  to  the  detailed  regulations  concerning  transfers  of  Notes  scheduled  to  the             Agency Agreement. The  regulations may  be  changed by the  Issuers,  with the  prior             written approval of the Registrar and the Note Trustee. A copy of the current regulations             will be made available by the Registrar to any Noteholder upon request.        (c)   Exercise of Options or Partial Redemption in Respect of Registered Notes: In the             case of an exercise of a Relevant Issuer’s or Noteholders’ option in respect of, or a                                        59 





 






              partial redemption of, a holding of Registered Notes represented by a single Certificate,             a new Certificate shall be issued to the holder to reflect the exercise of such option or             in respect of the balance of the holding not redeemed. In the case of a partial exercise             of an option resulting in Registered Notes of the same holding having different terms,             separate Certificates shall be issued in respect of those Notes of that holding that have             the same terms. New Certificates shall only be issued against surrender of the existing             Certificates  to  the  Registrar  or  any  Transfer  Agent.  In  the  case  of  a  transfer  of             Registered  Notes  to  a  person  who  is  already  a  holder  of  Registered  Notes,  a  new             Certificate representing the enlarged holding shall only be issued against surrender of             the Certificate representing the existing holding.        (d)   Delivery of New Certificates: Each new Certificate to be issued pursuant to Conditions             2(b) (Transfer of Registered Notes) or 2(c) (Exercise of Options or Partial Redemption             in Respect of Registered Notes) shall be available for delivery within three business             days of receipt of the form of transfer or Exercise Notice (as defined in Condition 6(h)             (Redemption  at  the  Option  of  Noteholders))  and  surrender  of  the  Certificate  for             exchange. Delivery of the new Certificate(s) shall be made at the specified office of the             Transfer Agent or of the Registrar (as the case may be) to whom delivery or surrender             of such form of transfer, Exercise Notice or Certificate shall have been made or, at the             option of the holder making such delivery or surrender as aforesaid and as specified in             the relevant form of transfer, Exercise Notice or otherwise in writing, be mailed by             uninsured post at the risk of the holder entitled to the new Certificate to such address             as may be so specified, unless such holder requests otherwise and pays in advance to             the relevant Transfer Agent the costs of such other method of delivery and/or such             insurance  as  it  may  specify.  In  this  Condition 2(d) (Delivery  of  New Certificates),             business day means a day, other than a Saturday or Sunday, on which banks are open             for business in the place of the specified office of the relevant Transfer Agent or the             Registrar (as the case may be).        (e)   Transfers Free of Charge: Transfers of Notes and Certificates on registration, transfer,             exercise of an option or partial redemption shall be effected without charge by or on             behalf of the Relevant Issuer, the Registrar or the Transfer Agents, but upon payment             of any tax or other governmental charges that may be imposed in relation to it (or the             giving of such indemnity as the Registrar or the relevant Transfer Agent may require).        (f)   Closed Periods: No Noteholder may require the transfer of a Registered Note to be             registered (i) during the period of 15 days ending on the due date for redemption of that             Note, (ii) during the period of 15 days prior to any date on which Notes may be called             for  redemption  by  the  Relevant  Issuer  at  its  option  pursuant  to  Conditions  6(e)             (Redemption at the Option of the Relevant Issuer), (f) (Pre-Maturity Call Option by the             Issuer) or (g) (Clean-up Call Option by the Issuer), (iii) after any such Note has been             called for redemption or (iv) during the period of seven days ending on (and including)             any Record Date.   3.   Status        The Notes and the Coupons relating to them constitute (subject to Condition 4 (Negative Pledge       and Restriction on Distribution of Dividends)) direct, general, unconditional and unsecured       obligations of the Issuers and shall at all times rank pari passu and without any preference       among themselves. The payment obligations of the Issuers under the Notes and the Coupons       relating to them shall, save for such exceptions as may be provided by applicable legislation       and subject to Condition 4 (Negative Pledge and Restriction on Distribution of Dividends), at       all times rank at least equally with all other unsecured and unsubordinated indebtedness of the       Issuers present and future.                                         60 





 






   4.   Negative Pledge and Restriction on Distribution of Dividends        (a)    Negative Pledge: So long as any Note or Coupon remains outstanding (as defined in              the  Trust  Deed), the  Relevant  Issuer  will  ensure  that  no  Relevant  Indebtedness  (as              defined below) of the Relevant Issuer and no guarantee by the Relevant Issuer of any              Relevant  Indebtedness  of  any  person  will  be  secured  by  a  mortgage,  charge,  lien,              pledge or other security interest (each a Security Interest) upon, or with respect to,              any of the present or future business, undertaking, assets or revenues (including any              uncalled capital) of the Relevant Issuer unless the Relevant Issuer, before or at the same              time as the creation of the Security Interest, takes any and all action necessary to ensure              that:              (i)   all amounts payable by the Relevant Issuer under the Notes, the Coupons and                   the Trust Deed are secured equally and rateably with the Relevant Indebtedness                   or guarantee, as the case may be, by the same Security Interest, in each case to                   the satisfaction of the Note Trustee; or              (ii)  such other Security Interest or guarantee or other arrangement (whether or not                   including the giving of a Security Interest) is provided in respect of all amounts                   payable by the Relevant Issuer under the Notes, the Coupons and the Trust                   Deed either (A) as the Note Trustee shall in its absolute discretion deem not                   materially less beneficial to the interests of the Noteholders or (B) as shall be                   approved by an Extraordinary Resolution (as defined in the Trust Deed) of the                   Noteholders.        (b)   Restriction on distribution of dividends: So long as any Note or Coupon remains             outstanding (as defined in the Trust Deed), the Relevant Issuer shall not at any time             declare or make a distribution (as defined in Section 1000 of the Corporation Tax Act             2010) or grant a loan or any other credit facility to any of its shareholders unless (1)             immediately  following  the  occurrence  of  any  such  event,  the  Net  Debt  (as  defined             below) at such time would not exceed 85 per cent. of the Regulatory Asset Base (as             defined below) relating to the year in which the relevant distribution or grant was first             declared or made; and (2) written certification thereof, signed by two directors of the             Relevant Issuer, has been provided to the Note Trustee on or prior to such distribution             or grant. Such certification may be relied upon by the Note Trustee without further             enquiry or evidence and, if relied upon by the Note Trustee, shall be conclusive and             binding on all parties whether or not addressed to each such party.        (c)   Definitions: In this Condition:              borrowed money means (i) money borrowed, (ii) liabilities under or in respect of any             acceptance or acceptance credit or (iii) any notes, bonds, debentures, debenture stock,             loan stock or other securities offered, issued or distributed whether by way of public             offer, private placing, acquisition consideration or otherwise and whether issued for             cash or in whole or in part for a consideration other than cash.              Net Debt at any time, means the aggregate amount of all indebtedness for borrowed             money of the Relevant Issuer at such time less the aggregate of:              (i)   amounts  credited  to  current  accounts  or  deposits  and  certificates of  deposit                   (with a term not exceeding three months) at, or issued by, any bank, building                   society or other financial institution;              (ii)  cash in hand;                                        61 





 






              (iii) the lower of book and market value (calculated, where relevant, by reference                   to their bid price) of gilts issued by the United Kingdom Government; and              (iv)  subordinated intra-group items, loans from Affiliates (as defined in Condition                   8 (Definitions) below) and shareholder loans,              in each case beneficially owned by the Relevant Issuer and in each case so that no             amount shall be included or excluded more than once.              Regulatory Asset Base means in respect of any year, the regulatory asset base of the             Relevant Issuer  most  recently  published  and  as  last  determined  and  notified  to  the             Relevant  Issuer  in  respect of  such  year  by the  Great  Britain  Office  of the  Gas  and             Electricity Markets (Ofgem) or any successor of Ofgem (interpolated as necessary and             adjusted for additions to the regulatory asset base of the Relevant Issuer and adjusted             as appropriate for out-term inflation/regulatory depreciation in respect of the Relevant             Issuer).              Relevant Indebtedness means:              (i)   any present or future indebtedness (whether being principal, premium, interest                   or other amounts) in the form of or represented by bonds, notes, debentures,                   debenture stock, loan stock or other securities, whether issued for cash or in                   whole  or  in  part  for  a  consideration  other  than  cash,  and  which  are  or  are                   capable of being quoted, listed or ordinarily dealt in on any stock exchange or                   recognised over-the-counter or other securities market;              (ii)  monies borrowed or raised from, or any acceptance credit opened by, a bank,                   building society or other financial institution; and              (iii) any leasing or hire purchase agreement which would be treated as a finance                   lease in the accounts of the relevant person.              Any  reference  to  an  obligation  being “guaranteed” shall  include  a  reference  to  an             indemnity being given in respect of that obligation.   5.   Interest and other Calculations        (a)   Interest on Fixed Rate Notes: Each Fixed Rate Note bears interest on its outstanding             nominal  amount  from  the  Interest  Commencement  Date  at  the  rate  per  annum             (expressed as a percentage) equal to the Rate of Interest, such interest being payable in             arrear  on  each  Interest  Payment  Date.  The  amount  of  interest  payable  shall  be             determined in accordance with Condition 5(f) (Calculations).        (b)   Interest on Floating Rate Notes:              (i)   Interest  Payment  Dates:  Each  Floating  Rate  Note  bears  interest  on  its                   outstanding nominal amount from the Interest Commencement Date at the rate                   per  annum  (expressed  as  a  percentage)  equal  to  the  Rate  of  Interest,  such                   interest being payable in arrear on each Interest Payment Date. The amount of                   interest  payable  shall  be  determined  in  accordance  with  Condition 5(f)                   (Calculations). Such Interest Payment Date(s) is/are either shown in the Final                   Terms as Specified Interest Payment Dates or, if no Specified Interest Payment                   Date(s) is/are shown in the Final Terms, Interest Payment Date shall mean each                   date which falls the number of months or other period shown in the Final Terms                   as the Interest Period after the preceding Interest Payment Date or, in the case                   of the first Interest Payment Date, after the Interest Commencement Date.                                        62 





 






                (ii)  Business Day Convention: If any date referred to in these Conditions that is        specified  to  be subject  to  adjustment  in  accordance  with  a  Business  Day        Convention would otherwise fall on a day that is not a Business Day, then, if        the Business Day Convention specified is (A) the Floating Rate Business Day        Convention, such date shall be postponed to the next day that is a Business Day        unless it would thereby fall into the next calendar month, in which event (x)        such date shall be brought forward to the immediately preceding Business Day        and (y) each subsequent such date shall be the last Business Day of the month        in which such date would have fallen had it not been subject to adjustment, (B)        the Following Business Day Convention, such date shall be postponed to the        next day that is a  Business  Day, (C) the Modified Following Business Day        Convention, such date shall be postponed to the next day that is a Business Day        unless it would thereby fall into the next calendar month, in which event such        date shall be brought forward to the immediately preceding Business Day or        (D)  the  Preceding  Business  Day  Convention,  such  date  shall  be  brought        forward to the immediately preceding Business Day.   (iii) Rate of Interest for  Floating Rate Notes: The Rate  of Interest in respect of        Floating Rate Notes for each Interest Accrual Period shall be determined in the        manner specified in the Final Terms and the provisions below relating to either        ISDA  Determination  or  Screen  Rate  Determination  shall  apply,  depending        upon which is specified in the Final Terms.         (A)   ISDA Determination for Floating Rate Notes               Where  ISDA  Determination  is  specified  in  the  Final  Terms  as  the              manner in which the Rate of Interest is to be determined, the Rate of              Interest  for each  Interest Accrual  Period  shall  be  determined  by  the              Calculation Agent as a rate equal to the relevant ISDA Rate. For the              purposes of this sub-paragraph (A), ISDA Rate for an Interest Accrual              Period means a rate equal to the Floating Rate that would be determined              by the Calculation Agent under a Swap Transaction under the terms of              an agreement incorporating the ISDA Definitions and under which:               (x)   the Floating Rate Option is as specified in the relevant Final                    Terms;               (y)   the Designated Maturity is a period specified in the relevant                    Final Terms; and               (z)   the relevant Reset Date is the first day of that Interest Accrual                    Period unless otherwise specified in the relevant Final Terms.               For  the  purposes  of  this  sub-paragraph (A), Floating  Rate,              Calculation  Agent, Floating  Rate  Option, Designated  Maturity,              Reset Date and Swap Transaction have the meanings given to those              terms in the ISDA Definitions.         (B)   Screen Rate Determination for Floating Rate Notes               (x)   Where  Screen  Rate  Determination  is  specified  in  the  Final                    Terms  as  the  manner  in  which  the  Rate  of  Interest  is  to  be                    determined,  the  Rate  of  Interest  for  each  Interest  Accrual                    Period will, subject as provided below, be either:                     (1)   the offered quotation; or                             63 





 






                      (2)   the arithmetic mean of the offered quotations,         (expressed as a percentage rate per annum) for the Reference        Rate (being either LIBOR or EURIBOR, as specified in the        applicable Final Terms) which appears or appear, as the case        may be, on the Relevant Screen Page as at either 11.00 a.m.        (London time in the case of LIBOR or Brussels time in the case        of EURIBOR) on the Interest Determination Date in question        as determined by the Calculation Agent. If five or more of such        offered quotations are available on the Relevant Screen Page,        the highest (or, if there is more than one such highest quotation,        one only of such quotations) and the lowest (or, if there is more        than one such lowest quotation, one only of such quotations)        shall be disregarded by the Calculation Agent for the purpose        of determining the arithmetic mean of such offered quotations.         If the Reference Rate from time to time in respect of Floating        Rate Notes is specified in the Final Terms as being other than        LIBOR or EURIBOR, the Rate of Interest in respect of such        Notes will be determined as provided in the Final Terms;   (y)   if the Relevant Screen Page is not available, or if sub-paragraph        (x)(1) applies  and  no  such  offered  quotation  appears  on  the        Relevant Screen Page or if sub paragraph (x)(2) above applies        and  fewer  than  three  such  offered  quotations  appear  on  the        Relevant  Screen  Page  in  each  case  as  at  the  time  specified        above, subject as provided below, the Calculation Agent shall        request, if the Reference Rate is LIBOR, the principal London        office of each of the Reference Banks (as defined below) or, if        the  Reference  Rate  is  EURIBOR,  the  principal  Euro-zone        office  of  each  of  the  Reference  Banks,  to  provide  the        Calculation Agent with its offered quotation (expressed as a        percentage  rate  per  annum)  for the Reference Rate if the        Reference Rate is LIBOR, at approximately 11.00  a.m.        (London  time),  or  if  the  Reference  Rate  is  EURIBOR,  at        approximately  11.00  a.m.  (Brussels  time)  on  the  Interest        Determination  Date  in  question.  If  two  or  more  of  the        Reference  Banks  provide  the  Calculation  Agent  with  such        offered  quotations,  the  Rate  of  Interest  for  such  Interest        Accrual Period shall be the  arithmetic mean of such offered        quotations as determined by the Calculation Agent; and   (z)   if  paragraph (y)  above applies  and  the  Calculation  Agent        determines that fewer than two Reference Banks are providing        offered  quotations,  subject  as  provided  below,  the  Rate  of        Interest shall be the arithmetic mean of the rates per annum        (expressed as a percentage) as communicated to (and at the        request of) the Calculation Agent by the Reference Banks or        any two or more of them, at which such banks were offered, if        the  Reference  Rate  is  LIBOR,  at  approximately  11.00  a.m.        (London  time)  or,  if  the Reference  Rate  is  EURIBOR,  at        approximately  11.00  a.m.  (Brussels time)  on  the  relevant        Interest  Determination  Date,  deposits  in  the  Specified        Currency for a period equal to that which would have been used        for the Reference Rate by leading banks in, if the Reference                 64 





 






                            Rate  is  LIBOR,  the  London  inter-bank  market  or,  if  the              Reference  Rate  is  EURIBOR,  the  Euro-zone  inter-bank              market,  as  the  case  may  be,  or,  if  fewer  than  two  of  the              Reference  Banks  provide  the  Calculation  Agent  with  such              offered  rates,  the  offered  rate  for  deposits  in  the  Specified              Currency for a period equal to that which would have been used              for the Reference Rate, or the arithmetic mean of the offered              rates for deposits in the Specified Currency for a period equal              to that which would have been used for the Reference Rate, at              which, if the Reference Rate is LIBOR, at approximately 11.00              a.m. (London time) or, if the Reference Rate is EURIBOR, at              approximately  11.00  a.m.  (Brussels  time),  on  the  relevant              Interest  Determination  Date,  any  one  or  more  banks  (which              bank or banks is or are in the opinion of the Note Trustee and              the  Relevant  Issuer  suitable  for  such  purpose)  informs  the              Calculation  Agent  it  is  quoting  to  leading  banks  in,  if  the              Reference Rate is LIBOR, the London inter-bank market or, if              the  Reference  Rate  is  EURIBOR,  the  Euro-zone  inter-bank              market, as the case may be, provided that, if the Rate of Interest              cannot  be  determined  in  accordance  with  the  foregoing              provisions  of  this  paragraph,  the  Rate  of  Interest  shall  be              determined as at the last preceding Interest Determination Date              (though substituting, where a different Margin or Maximum or              Minimum  Rate  of  Interest  is  to  be  applied  to  the  relevant              Interest  Accrual  Period  from  that  which  applied  to  the  last              preceding Interest Accrual Period, the Margin or Maximum or              Minimum  Rate  of  Interest  relating  to the  relevant  Interest              Accrual  Period,  in  place  of  the  Margin  or  Maximum  or              Minimum  Rate  of  Interest  relating  to  that  last  preceding              Interest Accrual Period).   (C)   Benchmark Replacement: In addition, notwithstanding the provisions        above  in  this  Condition  5(b)(iii)  (Rate  of  Interest  for  Floating  Rate        Notes), if the Relevant Issuer determines that a Benchmark Event (as        defined below) has occurred, then the following provisions shall apply:         (x)   the Relevant Issuer shall use reasonable endeavours to appoint,              as soon as reasonably practicable, an Independent Adviser to              determine  (acting  in  good  faith  and in  a  commercially              reasonable manner), no later than 5 Business Days prior to the              relevant  Interest  Determination  Date  relating  to  the  next              succeeding  Interest  Accrual  Period  (the IA  Determination              Cut-off  Date),  a  Successor  Rate  (as  defined  below)  or,              alternatively,  if  there  is  no  Successor  Rate,  an  Alternative              Reference Rate (as defined below) for purposes of determining              the Rate of Interest (or the relevant component part thereof)              applicable  to the  Floating  Rate Notes. In  making  such              determination, an Independent Adviser appointed pursuant to              this Condition shall act in good faith and in a commercially              reasonable manner. In the absence of bad faith or fraud, the              Independent Adviser shall have no liability whatsoever to the              Issuer, the Note Trustee, the Paying Agents, the Noteholders or              the Couponholders for any determination made by it pursuant              to this Condition;                       65 





 






                (y)   if  the Relevant Issuer  is  unable  to  appoint  an  Independent        Adviser, or the  Independent Adviser appointed by it fails to        determine a Successor Rate or an Alternative Reference Rate        prior to the IA Determination Cut-off Date, the Relevant Issuer        (acting in good faith and in a commercially reasonable manner)        may determine a Successor Rate or, if there is no Successor        Rate, an Alternative Reference Rate;   (z)   if a Successor Rate or, failing which, an Alternative Reference        Rate  (as  applicable) is  determined  in  accordance  with  the        preceding provisions, such Successor Rate or, failing which, an        Alternative  Reference  Rate  (as  applicable)  shall  be  the        Reference Rate for each of the future Interest Accrual Periods        (subject to the subsequent operation of, and to adjustment as        provided  in,  this  Condition  5(b)(iii)(C)  (Benchmark        Replacement));  provided,  however, that  if  sub-paragraph  (y)        applies  and  the Relevant Issuer  is  unable  to  or  does  not        determine a Successor Rate or an Alternative Reference Rate        prior to the relevant Interest Determination Date, the Rate of        Interest  applicable  to  the  next  succeeding  Interest  Accrual        Period shall be equal to the Rate of Interest last determined in        relation to the Floating Rate Notes in respect of the preceding        Interest Accrual Period (or alternatively, if there has not been        a first Interest Payment Date, the rate of interest shall be the        initial  Rate of  Interest)  (subject,  where  applicable,  to        substituting the Margin that applied to such preceding Interest        Accrual  Period  for  the  Margin  that  is  to  be  applied  to  the        relevant Interest Accrual Period. Where a different Margin or        Maximum or Minimum Rate of Interest is to be applied to the        relevant  Interest  Period  from  that  which  applied  to  the  last        preceding  Interest  Period,  the  Margin  or  Maximum  or        Minimum  Rate  of  Interest  relating  to  the  relevant  Interest        Period shall be substituted in place of the Margin or Maximum        or  Minimum  Rate  of  Interest  relating  to  that  last  preceding        Interest Period); for the avoidance of doubt, the proviso in this        sub-paragraph (z) shall apply to the relevant Interest Accrual        Period only and any subsequent Interest Accrual Periods are        subject to the  subsequent operation of, and to adjustment as        provided  in,  this  Condition  5(b)(iii)(C)  (Benchmark        Replacement);   (aa)  if the Independent Adviser or the Relevant Issuer determines a        Successor  Rate  or,  failing  which,  an  Alternative  Reference        Rate (as applicable) in accordance with the above provisions,        the Independent Adviser or the Relevant Issuer (as applicable),        may also specify changes to these Conditions, including but not        limited  to  the  Day  Count  Fraction,  Relevant  Screen  Page,        Business  Day  Convention,  Business  Days,  Interest        Determination  Date,  Reset Date and/or  the  definition  of        Reference Rate applicable to the Floating Rate Notes, and the        method  for  determining  the  fallback  rate  in  relation  to  the        Floating  Rate  Notes,  in  order  to  follow  market  practice  in        relation  to  the  Successor  Rate  or  the  Alternative  Reference        Rate  (as  applicable).  If  the  Independent  Adviser  (in        consultation with the Relevant Issuer) or the Relevant Issuer                 66 





 






                      (as  applicable),  determines  that  an  Adjustment  Spread (as        defined below) is required to be applied to the Successor Rate        or  the  Alternative  Reference  Rate  (as  applicable)  and        determines the quantum of, or a formula or methodology for        determining, such Adjustment Spread, then such Adjustment        Spread shall be applied to the Successor Rate or the Alternative        Reference Rate (as applicable). If the Independent Adviser or        the Relevant Issuer (as applicable) is unable to determine the        quantum of, or a formula or methodology for determining, such        Adjustment Spread, then such Successor Rate or Alternative        Reference  Rate  (as  applicable)  will  apply  without  an        Adjustment  Spread.  For  the  avoidance  of  doubt,  the  Note        Trustee and the Issuing and Paying Agent shall, at the expense        of the Issuer, concur with the Relevant Issuer in effecting such        consequential  amendments  to  the  Trust  Deed,  the  Agency        Agreement and these Conditions as may be required in order to        give  effect  to  this  Condition  5(b)(iii)(C)  (Benchmark        Replacement)  (the Benchmark  Amendments).  Noteholder        consent shall not be required in connection with effecting the        Successor Rate or Alternative Reference Rate (as applicable)        or the Benchmark Amendments, including for the execution of        any documents or other steps by the Note Trustee or the Issuing        and  Paying  Agent  in  connection  therewith  (if  required)        regardless of whether or not the effecting of the Successor Rate        or  Alternative  Reference  Rate  (as  applicable)  or  the        Benchmark Amendments constitutes one or more of the items        specified in Condition 13(a) (Meetings of Noteholders).   (bb)  Notwithstanding  any  other  provision  of  this Condition        5(b)(iii)(C) (Benchmark  Replacement),  neither  the  Note        Trustee nor the Issuing and Paying Agent shall be obliged to        agree  to  any  amendments  (including  any  Benchmark        Amendments)  pursuant  to  this  Condition  5(b)(iii)(C)        (Benchmark  Replacement)  which,  in  the  sole  opinion of  the        Note Trustee or the Issuing and Paying Agent (as applicable)        would have the effect of (i) exposing the Note Trustee or the        Issuing  and  Paying Agent  (as  applicable)  to  any  liability        against  which  it  has  not  been  indemnified  and/or  secured        and/or  prefunded  to  its  satisfaction  or  (ii)  increasing  the        obligations or duties, or decreasing the rights or protections, of        the  Note  Trustee  or  the  Issuing  and  Paying  Agent  (as        applicable) in the Trust Deed, the Agency Agreement and/or        these Conditions.   (cc)  The  Relevant Issuer  shall  promptly, following  the        determination of any Successor Rate or Alternative Reference        Rate (as applicable), give notice thereof to the Note Trustee,        the Issuing and Paying Agent and the Noteholders, which shall        specify  the  effective  date(s)  for  such  Successor  Rate  or        Alternative  Reference  Rate  (as  applicable)  and  any        consequential changes made to these Conditions.   (dd)  No later than notifying the Note Trustee and the Issuing and        Paying Agent of the same, the Relevant Issuer shall deliver to        each of the Note Trustee and the Issuing and Paying Agent a                 67 





 






                      certificate (on which each of the Note Trustee and the Issuing        and  Paying  Agent  shall  be  entitled  to  rely  without  further        enquiry or liability) signed by two authorised signatories of the        Issuer:         I.    confirming (i) that a Benchmark Event has occurred,              (ii) the Successor Rate or, as applicable, the Alternative              Reference  Rate  and (iii)  where  applicable,  any              Adjustment  Spread  and/or  the  specific  terms  of  any              Benchmark Amendments, in each case as determined              in  accordance  with  the  provisions  of  this  Condition              5(b)(iii)(C) (Benchmark Replacement);          II.   certifying  that  the  Benchmark  Amendments  (i)  are              necessary  to  ensure  that  proper  operation  of  such              Successor Rate or Alternative Reference Rate and/or              Adjustment  Spread  and  (ii)  in  each  case,  have  been              drafted solely to such effect; and         III.  certifying  that  (i)  the Relevant Issuer  has  duly              consulted with an Independent Adviser with respect to              each of the matters above or, if that is not the case (ii)              explaining,  in  reasonable  detail,  why  the Relevant              Issuer has not done so.    For  the  purposes  of  this  Condition  5(b)(iii)(C)  (Benchmark   Replacement):    Adjustment  Spread means  a  spread  (which  may  be  positive  or   negative) or formula or methodology for calculating a spread, which   the Independent Adviser (in consultation with the Relevant Issuer) or   the Relevant Issuer acting reasonably (as applicable), determines is   required to  be  applied  to  the  Successor  Rate  or  the  Alternative   Reference Rate (as applicable) in order to reduce or eliminate, to the   extent  reasonably  practicable  in  the  circumstances,  any  economic   prejudice or benefit (as applicable) to holders of Floating Rate Notes   as  a  result  of  the  replacement  of  the  Reference  Rate  with  the   Successor Rate or the Alternative Reference Rate (as applicable) and   is the spread, formula or methodology which:   (i)   in the case of a Successor Rate, is formally recommended in        relation  to  the  replacement  of  the  Reference  Rate  with  the        Successor Rate by any Relevant Nominating Body (as defined        below); or   (ii)  in  the  case  of  a  Successor  Rate  for  which  no  such        recommendation has been made or in the case of an Alternative        Reference Rate, the Independent Adviser (in consultation with        the Relevant Issuer)  or  the Relevant Issuer  (as  applicable)        determines  is  recognised  or  acknowledged  as  being in        customary market usage in international debt capital markets        transactions which reference the Reference Rate, where such        rate has been replaced by the Successor Rate or the Alternative        Reference Rate (as applicable); or                 68 





 






                (iii) if  no  such  customary  market  usage  is  recognised  or        acknowledged, the Independent Adviser (in consultation with        the Relevant Issuer) or the Relevant Issuer in its discretion (as        applicable),  determines  (acting  in  good  faith  and  in  a        commercially reasonable manner) to be appropriate.   Alternative  Reference  Rate means  the  rate  that  the  Independent  Adviser or the Relevant Issuer (as applicable) determines has replaced  the  relevant  Reference  Rate  in  customary  market  usage  in  the  international debt capital markets for the purposes of determining rates  of interest in respect of bonds denominated in the Specified Currency  and of a comparable duration to the relevant Interest Accrual Period,  or, if the Independent Adviser or the Relevant Issuer (as applicable)  determines that there is no such rate, such other rate as the Independent  Adviser  or  the Relevant Issuer  (as  applicable)  determines  in  its  discretion  (acting  in  good  faith  and  in  a  commercially  reasonable  manner) is most comparable to the relevant Reference Rate.   Benchmark Event means:   (i)   the Original Reference Rate ceasing be published for a period        of at least 5 Business Days or ceasing to exist; or   (ii)  the  later  of  (a) the  making  of  a  public  statement  by  the        administrator of the Original Reference Rate that it has ceased        or  will  (on  or  before  a  specified  date)  cease  publishing  the        Original  Reference  Rate  permanently  or  indefinitely  (in        circumstances  where  no  successor  administrator  has  been        appointed  that  will  continue  publication  of  the  Original        Reference Rate) and (b) the date falling six months prior to the        date specified in (a); or   (iii) the  later  of  (a) the  making  of  a  public  statement  by  the        supervisor of the administrator of the Original Reference Rate,        that the Original Reference Rate has been or will (on or before        a specified date) be permanently or indefinitely discontinued        and (b) the date falling six months prior to the date specified in        (a); or   (iv)  the  later  of  (a) the  making  of  a  public  statement  by  the        supervisor of the administrator of the Original Reference Rate        as a consequence of which the Original Reference Rate will (on        or before a specified date) be prohibited from being used either        generally, or in respect of the Notes and (b) the date falling six        months prior to the date specified in (a); or   (v)   the  making  of  a  public  statement  by  the  supervisor  of  the        administrator of the Original Reference Rate that the Original        Reference  Rate  is  no  longer  representative  of its  relevant        underlying market; or   (vi)  it has or will become unlawful for the Agents or the Relevant        Issuer  to  calculate  any  payments  due  to  be  made  to  any        Noteholders using the Original Reference Rate.                 69 





 






                                  Independent Adviser means  an  independent financial institution of                    international repute or other independent financial adviser experienced                    in the international debt capital markets, in each case appointed by the                    Relevant Issuer at its own expense and the identity of which is approved                    by the Note Trustee.                     Original Reference Rate means the originally-specified benchmark or                    screen rate (as applicable) used to determine the Rate of Interest (or any                    component  part  thereof)  on  the  Notes  or,  if  applicable,  any  other                    successor  or  alternative  rate  (or  any  component  part  thereof)                    determined and applicable to the Notes pursuant to the earlier operation                    of this Condition 5(b)(iii)(C) (Benchmark Replacement).                     Relevant Nominating Body means, in respect of a Reference Rate:                     (i)   the central bank for the currency to which the Reference Rate                          relates,  or  any  central  bank  or  other  supervisory  authority                          which is responsible for supervising the administrator of the                          Reference Rate; or                     (ii)  any working group or committee sponsored by, chaired or co-                          chaired by or constituted at the request of (A) the central bank                          for the currency to which the Reference Rate relates, (B) any                          central  bank  or  other  supervisory  authority  which  is                          responsible for supervising the administrator of the Reference                          Rate  or (C)  a  group  of  the  aforementioned  central  banks  or                          other supervisory authorities.                     Successor  Rate means  the  rate  that  the  Independent Adviser  or the                    Relevant Issuer  (as  applicable),  each  acting  in  good  faith  and  in  a                    commercially  reasonable  manner,  determines  is  a  successor  to  or                    replacement of the Reference Rate which is formally recommended by                    any Relevant Nominating Body.   (c)   Zero Coupon Notes: Where a Note the Interest Basis of which is specified to be zero        coupon is repayable prior to the Maturity Date and is not paid when due, the amount        due and payable prior to the Maturity Date shall be the Early Redemption Amount of        such Note. As from the Maturity Date, the Rate of Interest for any overdue principal of        such  a  Note  shall  be  a  rate  per  annum  (expressed  as  a  percentage)  equal  to  the        Amortisation Yield (as described in Condition 6(b)(i) (Early Redemption)).   (d)   Accrual of Interest: Interest shall cease to accrue on each Note on the due date for        redemption unless, upon due presentation, payment is improperly withheld or refused,        in which event interest shall continue to accrue (both before and after judgment) at the        Rate  of  Interest  in  the  manner  provided  in  this  Condition 5 (Interest  and  other        Calculations) to the Relevant Date (as defined in Condition 10 (Taxation)).   (e)   Margin,  Maximum/Minimum  Rates  of  Interest,  Redemption  Amounts  and        Rounding:         (i)   If any Margin is specified in the Final Terms (either (x) generally, or (y) in              relation to one or more Interest Accrual Periods), an adjustment shall be made              to all Rates of Interest, in the case of (x), or the Rates of Interest for the specified              Interest  Accrual  Periods,  in  the  case  of  (y),  calculated  in  accordance  with              Condition 5(b) (Interest on Floating Rate Notes) above by adding (if a positive                                   70 





 






                            number)  or  subtracting  the  absolute  value  (if  a  negative  number)  of such              Margin, subject always to the next paragraph.         (ii)  If any  Maximum  or  Minimum  Rate  of  Interest  or  Redemption  Amount  is              specified in the Final Terms, then any Rate of Interest or Redemption Amount              shall be subject to such maximum or minimum, as the case may be.         (iii) For  the  purposes  of  any  calculations  required  pursuant  to  these  Conditions              (unless  otherwise  specified),  (x)  all  percentages  resulting  from  such              calculations  shall  be  rounded, if necessary,  to  the  nearest  one  hundred-             thousandth of a percentage point (with halves being rounded up), (y) all figures              shall be rounded to seven significant figures (with halves being rounded up)              and (z) all currency amounts that fall due and payable shall be rounded to the              nearest unit of such currency (with halves being rounded up), save in the case              of yen, which shall be rounded down to the nearest yen. For these purposes unit              means the lowest amount of such currency that is available as legal tender in              the countries of such currency.   (f)   Calculations: The amount of interest payable per Calculation Amount in respect of any        Note for any Interest Accrual Period shall be equal to the product of the Rate of Interest,        the Calculation Amount specified in the Final Terms, and the Day Count Fraction for        such  Interest  Accrual  Period,  unless  an  Interest  Amount  (or  a  formula  for  its        calculation) is applicable to such Interest Accrual Period, in which case the amount of        interest  payable  per  Calculation  Amount  in  respect  of  such  Note  for  such  Interest        Accrual Period shall equal such Interest Amount (or be calculated in accordance with        such  formula).  Where  any  Interest  Period  comprises  two  or  more  Interest  Accrual        Periods,  the  amount  of  interest  payable  per  Calculation  Amount  in  respect  of  such        Interest Period shall be the sum of the Interest Amounts payable in respect of each of        those  Interest  Accrual  Periods. In  respect  of  any other  period  for  which  interest  is        required to be calculated, the provisions above shall apply save that the Day Count        Fraction shall be for the period for which interest is required to be calculated.   (g)   Determination  and  Publication  of  Rates  of  Interest,  Interest  Amounts,  Final        Redemption  Amounts,  Early  Redemption  Amounts  and  Optional  Redemption        Amounts: The  Calculation  Agent  shall,  as  soon  as  practicable  on  each  Interest        Determination Date, or such other time on such date as the Calculation Agent may be        required  to  calculate  any  rate  or  amount,  obtain  any  quotation  or  make  any        determination or calculation, determine such rate and calculate the Interest Amounts in        respect of each  denomination of the  Notes  for the  relevant Interest Accrual Period,        Interest Period or Interest Payment Date calculate the Final Redemption Amount, Early        Redemption Amount or Optional Redemption Amount, obtain such quotation and/or        make such determination or calculation, as the case may  be, and cause  the  Rate  of        Interest and the Interest Amounts for each Interest Accrual Period, Interest Period or        Interest  Payment  Date  and,  if  required,  the  relevant  Interest  Payment  Date  and, if        required to be calculated, the Final Redemption Amount, Early Redemption        Amount  or Optional  Redemption  Amount  to  be  notified  to  the  Note  Trustee,  the        Relevant Issuer, each of the  Paying Agents, the  Noteholders,  any other Calculation        Agent appointed in respect of the Notes that is to make a further calculation upon receipt        of such information and, if the Notes are listed on a stock exchange and the rules of        such exchange or other relevant authority so require, such exchange or other relevant        authority as soon as possible after their determination but in no event later than (i) the        commencement of the relevant Interest Period, if determined prior to such time, in the        case of notification to such exchange of a Rate of Interest and Interest Amount, or (ii)        in all other cases, the fourth Business Day after such determination. Where any Interest        Payment Date or Interest Period Date is subject to adjustment pursuant to Condition                                   71 





 






                      5(b)(ii) (Interest  on  Floating  Rate  Notes),  the  Interest Amounts  and  the  Interest        Payment Date so published may subsequently be amended (or appropriate alternative        arrangements made with the consent of the Note Trustee by way of adjustment) without        notice in the event of an extension or shortening of the Interest Period. If the Notes        become due and payable under Condition 12 (Events of Default), the accrued interest        and the Rate of Interest payable in respect of the Notes shall nevertheless continue to        be calculated as previously in accordance with this Condition but no publication of the        Rate of Interest or the Interest Amount so calculated need be made unless the Note        Trustee otherwise requires. The determination of any rate or amount, the obtaining of        each quotation and the making of each determination or calculation by the Calculation        Agent(s) shall (in the absence of manifest error) be final and binding upon all parties.   (h)   Linear  Interpolation: Where “Linear  Interpolation” is  specified  as  applicable  in        respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such        Interest  Period  shall  be  calculated  by  the Calculation Agent  by  straight  line  linear        interpolation by reference to two rates based on the relevant Reference Rate (where        Screen Rate Determination is specified as applicable in the applicable Final Terms) or        the relevant Floating Rate Option (where ISDA Determination is specified as applicable        in the applicable Final Terms), one of which shall be determined as if the Designated        Maturity were the period of time for which rates are available next shorter than the        length of the relevant Interest Period and the other of which shall be determined as if        the  Designated  Maturity were  the  period of time  for which  rates  are available next        longer than the length of the relevant Interest Period provided however that if there is        no rate available for a period of time next shorter or, as the case may be, next longer,        then the Calculation Agent shall determine such rate at such time and by reference to        such sources as it determines appropriate.   (i)   Determination or Calculation by Note Trustee: If the Calculation Agent does not at        any  time  for  any  reason  determine  or  calculate  the  Rate  of  Interest  for  an  Interest        Accrual Period or any Interest Amount, Final Redemption Amount, Early Redemption        Amount or Optional Redemption Amount, or take any action that it is required to do        pursuant to these Conditions, the Calculation Agent shall forthwith notify the Relevant        Issuer,  the  Note  Trustee  and  the  Issuing  and  Paying  Agent  and  the Note  Trustee        (whether or not it receives such notice) shall do so (or shall appoint an agent on its        behalf to do so) and such determination or calculation shall be deemed to have been        made by the Calculation Agent. In doing so, the Note Trustee shall apply the foregoing        provisions  of  this  Condition,  with  any  necessary  consequential  amendments,  to  the        extent that, in its opinion, it can do so, and, in all other respects it shall do so in such        manner as it shall deem fair and reasonable in all the circumstances.   (j)   Definitions: In these Conditions, unless the context otherwise requires, the following        defined terms shall have the meanings set out below:         Business Day means:         (i)   in  the  case  of  a currency  other  than  euro,  a  day  (other  than  a  Saturday  or              Sunday)  on  which  commercial  banks  and  foreign  exchange  markets  settle              payments in the principal financial centre for such currency and in each (if any)              Business Centre; and/or         (ii)  in  the  case  of  euro,  a day  on  which  the  TARGET  System  is  operating  (a              TARGET Business Day) and a day (other than a Saturday or a Sunday) on              which commercial banks and foreign exchange markets settle payments in each              (if any) Business Centre.                                   72 





 






                Day Count Fraction means, in respect of the calculation of an amount of interest on  any Note for any period of time (from and including the first day of such period to but  excluding the last) (whether or not constituting an Interest Period or an Interest Accrual  Period, the Calculation Period):   (i)   if Actual/Actual or Actual/Actual (ISDA) is specified in the Final Terms, the        actual  number  of  days  in  the  Calculation Period  divided  by  365  (or, if  any        portion of that Calculation Period falls in a leap year, the sum of (A) the actual        number of days in that portion of the Calculation Period falling in a leap year        divided  by  366  and  (B)  the  actual  number  of  days  in  that  portion  of  the        Calculation Period falling in a non-leap year divided by 365);   (ii)  if Actual/365 (Fixed) is specified in the Final Terms, the actual number of days        in the Calculation Period divided by 365;   (iii) if Actual/365 (Sterling) is specified in the Final Terms, the actual number of        days in the  Calculation Period divided by 365 or, in the  case of an Interest        Period Date falling in a leap year, 366;   (iv)  if Actual/360 is specified in the Final Terms, the actual number of days in the        Calculation Period divided by 360;   (v)   if 30/360, 360/360 or Bond Basis is specified in the Final Terms, the number        of days in the Calculation Period divided by 360, calculated on a formula basis        as follows:                          [360x(Y −Y )]+[30x(M −M )+(D −D )]       Day Count Fraction =  2 1      2  1   2  1                                     360       where:         Y1 is the year, expressed as a number, in which the first day of the Calculation        Period falls;         Y2 is the year, expressed as a number, in which the day immediately following        the last day included in the Calculation Period falls;         M1 is the calendar month, expressed as a number, in which the first day of the        Calculation Period falls;         M2 is  the  calendar  month,  expressed  as  a  number,  in  which  the  day        immediately following the last day included in the Calculation Period falls;         D1 is the first calendar day, expressed as a number, of the Calculation Period,        unless such number would be 31, in which case D1 will be 30; and         D2 is the calendar day, expressed as a number, immediately following the last        day included in the Calculation Period, unless such number would be 31 and        D1 is greater than 29, in which case D2 will be 30;  (vi)  if 30E/360 or Eurobond Basis is specified in the Final Terms, the number of        days in the Calculation Period divided by 360, calculated on a formula basis as        follows:                          [360x(Y −Y )]+[30x(M −M )+(D −D )]       Day Count Fraction =  2 1      2  1   2  1                                     360       where:                             73 





 






                       Y1 is the year, expressed as a number, in which the first day of the Calculation        Period falls;         Y2 is the year, expressed as a number, in which the day immediately following        the last day included in the Calculation Period falls;         M1 is the calendar month, expressed as a number, in which the first day of the        Calculation Period falls;         M2 is the calendar month, expressed as a number, in which the day immediately        following the last day included in the Calculation Period falls;         D1 is the first calendar day, expressed as a number, of the Calculation Period,        unless such number would be 31, in which case D1 will be 30; and         D2 is the calendar day, expressed as a number, immediately following the last        day included in the Calculation Period, unless such number would be 31, in        which case D2 will be 30;   (vii) if 30E/360 (ISDA) is specified in the Final Terms, the number of days in        the Calculation Period divided by 360, calculated on a formula basis as follows:                          [360x(Y −Y )]+[30x(M −M )+(D −D )]       Day Count Fraction =  2 1      2  1   2  1                                     360       where:         Y1 is the year, expressed as a number, in which the first day of the Calculation        Period falls;         Y2 is the year, expressed as a number, in which the day immediately following        the last day included in the Calculation Period falls;         M1 is the calendar month, expressed as a number, in which the first day of the        Calculation Period falls;         M2 is the calendar month, expressed as a number, in which the day immediately        following the last day included in the Calculation Period falls;         D1 is the first calendar day, expressed as a number, of the Calculation Period,        unless (i) that day is the last day of February or (ii) such number would be 31,        in which case D1 will be 30; and         D2 is the calendar day, expressed as a number, immediately following the last        day included in the Calculation Period, unless (i) that day is the last day of        February but not the Maturity Date or (ii) such number would be 31, in which        case D2 will be 30;   (viii) if Actual/Actual-ICMA is specified in the Final Terms,         (a)   if the Calculation Period is equal to or shorter than the Determination              Period  during  which  it  falls,  the  number  of  days  in  the  Calculation              Period  divided  by  the  product of  (x)  the  number  of  days  in  such              Determination  Period  and  (y)  the  number  of  Determination  Periods              normally ending in any year; and                             74 





 






                      (b)   if the Calculation Period is longer than one Determination Period, the              sum of:               (x)   the number of days in such Calculation Period falling in the                    Determination Period in which it begins divided by the product                    of (1) the number of days in such Determination Period and (2)                    the number of Determination Periods normally ending in any                    year; and               (y)   the number of days in such Calculation Period falling in the                    next Determination Period divided by the product of (1) the                    number  of  days  in  such  Determination  Period  and  (2)  the                    number of Determination Periods normally ending in any year,               where:               Determination  Period means  the  period  from  and  including  a              Determination  Date  in  any  year  to  but  excluding  the  next              Determination Date; and               Determination Date means the date(s) specified as such in the Final              Terms or, if none is so specified, the Interest Payment Date(s).   Designated Maturity means, in relation to Screen Rate Determination, the period of  time designated in the Reference Rate.   Euro-zone means the region comprised of member states of the European Union that  adopt  the single  currency  in  accordance  with  the  Treaty  establishing  the  European  Community, as amended.   Interest Accrual Period means the period beginning on (and including) the Interest  Commencement Date and ending on (but excluding) the first Interest Period Date and  each successive period beginning on (and including) an Interest Period Date and ending  on (but excluding) the next succeeding Interest Period Date.   Interest Amount means:   (i)   in respect of an Interest Accrual Period, the  amount of interest payable  per        Calculation Amount for that Interest Accrual Period and which, in the case of        Fixed Rate Notes, and unless otherwise specified in the Final Terms, shall mean        the Fixed Coupon Amount or Broken Amount specified in the Final Terms as        being payable on the Interest Payment Date ending the Interest Period of which        such Interest Accrual Period forms part; and   (ii)  in respect of any other period, the amount of interest payable per Calculation        Amount for that period.   Interest Commencement Date means the Issue Date or such other date as may be  specified in the Final Terms.   Interest Determination Date means, with respect to a Rate of Interest and Interest  Accrual Period, the date specified as such in the Final Terms or, if none is so specified,  (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or  (ii) the day falling two Business Days in London for the Specified Currency prior to the  first day of such Interest Accrual Period if the Specified Currency is neither Sterling                             75 





 






                      nor euro or (iii) the day falling two TARGET Business Days prior to the first day of        such Interest Accrual Period if the Specified Currency is euro.         Interest Payment Date means the date or dates specified as such in, or determined in        accordance with the provisions of, the relevant Final Terms and, if a Business Day        Convention is specified in the relevant Final Terms, as (if so specified in the relevant        Final Terms and/or these Conditions) the same may be adjusted in accordance with the        relevant Business Day Convention.         Interest  Period means  the  period  beginning  on  and  including  the  Interest        Commencement Date and ending on but excluding the first Interest Payment Date and        each successive period beginning on and including an Interest Payment Date and ending        on but excluding the next succeeding Interest Payment Date.         Interest Period Date means each Interest Payment Date unless otherwise specified in        the Final Terms.         ISDA Definitions means the 2006 ISDA Definitions, as published by the International        Swaps and Derivatives Association, Inc.         Rate of Interest means the rate of interest payable from time to time in respect of this        Note and that is either specified or calculated in accordance with the provisions in the        Final Terms.         Reference  Banks means,  in  the  case  of  a  determination  of  LIBOR,  the  principal        London office of four major banks in the London inter-bank market and, in the case of        a determination of EURIBOR, the principal Euro-zone office of four major banks in        the Euro-zone inter-bank market, in each case selected by the Calculation Agent or as        specified in the Final Terms.          Reference  Rate means the  rate  specified  as  such  in  the  Final  Terms  (being  either        LIBOR or EURIBOR or such  Alternative  Reference Rate or Successor Rate that is        applicable in accordance with Condition 5(b)(iii)(C) (Benchmark Replacement)).         Relevant Screen Page means such page, section, caption, column or other part of a        particular information service as may be specified in the Final Terms.         Specified Currency means the currency specified as such in the Final Terms or, if none        is specified, the currency in which the Notes are denominated.         TARGET System means the Trans-European Automated Real-Time Gross Settlement        Express Transfer (known as TARGET2) System or any successor thereto.   (k)   Calculation Agent: The Relevant Issuer shall procure that there shall at all times be        one or more Calculation Agents if provision is made for them in the Final Terms and        for so long as any Note is outstanding (as defined in the Trust Deed). Where more than        one Calculation  Agent  is  appointed  in  respect  of  the  Notes,  references  in  these        Conditions  to  the  Calculation  Agent  shall  be  construed  as  each  Calculation  Agent        performing its respective duties under the Conditions. If the Calculation Agent is unable        or unwilling to act as such or if the Calculation Agent fails duly to establish the Rate of        Interest  for  an  Interest  Accrual  Period  or  to  calculate  any  Interest  Amount,  Final        Redemption Amount, Early Redemption Amount or Optional Redemption Amount, as        the case may be, or to comply with any other requirement, the Relevant Issuer shall        (with  the  prior  approval  of  the  Note  Trustee)  appoint  a  leading  bank  or  financial        institution engaged in the interbank market (or, if appropriate, money, swap or over-       the-counter index options market) that is most closely connected with the calculation                                   76 





 






                or  determination to  be  made  by the  Calculation  Agent  (acting  through  its  principal              London office or any other office actively involved in such market) to act as such in its              place. The Calculation Agent may not resign its duties without a successor having been              appointed as aforesaid.     6.   Redemption, Purchase and Options    (a)  Final Redemption:         Unless previously redeemed, purchased and cancelled as provided below, each Note shall be        finally redeemed on the Maturity Date specified in the Final Terms at its Final Redemption        Amount (which, unless otherwise provided in the Final Terms, is its nominal amount).   (b)   Early Redemption:         (i)   Zero Coupon Notes:               (A)   The Early Redemption Amount payable in respect of any Zero Coupon Note,                    the  Early  Redemption  Amount  of  which  is  not  linked  to  an  index  and/or  a                    formula, upon redemption of such Note pursuant to Condition 6(c) (Redemption                    for Taxation Reasons) or upon it becoming due and payable as  provided in                    Condition 12 (Events of  Default)  shall  be  the  Amortised  Face  Amount                    (calculated as provided below) of such Note unless otherwise specified in the                    Final Terms.               (B)   Subject  to  the  provisions  of  sub-paragraph (C)  below, the Amortised  Face                    Amount of any such Note shall be the scheduled Final Redemption Amount of                    such Note on the Maturity Date discounted at a rate per annum (expressed as a                    percentage) equal to the Amortisation Yield (which, if none is shown in the                    Final Terms, shall be such rate as would produce an Amortised Face Amount                    equal to the issue price of the Notes if they were discounted back to their issue                    price on the Issue Date) compounded annually.               (C)   If the Early Redemption Amount payable in respect of any such Note upon its                    redemption pursuant to Condition 6(c) (Redemption for Taxation Reasons) or                    upon it  becoming  due  and  payable  as  provided  in  Condition 12 (Events  of                    Default) is not paid when due, the Early Redemption Amount due and payable                    in respect of such Note shall be the Amortised Face Amount of such Note as                    defined in sub-paragraph (B) above, except that such sub-paragraph shall have                    effect as though the date on which the Note becomes due and payable were the                    Relevant Date. The calculation of the Amortised Face Amount in accordance                    with  this  subparagraph  shall  continue  to  be  made  (both  before  and  after                    judgment) until the Relevant Date, unless the Relevant Date falls on or after the                    Maturity Date, in which case the amount due and payable shall be the scheduled                    Final Redemption Amount of such Note on the Maturity Date together with any                    interest  that  may  accrue  in  accordance  with  Condition 5(c) (Zero  Coupon                    Notes).                     Where such calculation is to be made for a period of less than one year, it shall                    be made on the basis of the Day Count Fraction shown in the Final Terms.          (ii) Other Notes: The Early Redemption Amount payable in respect of any Note (other than              Notes described in (i) above), upon redemption of such Note pursuant to Condition 6(c)              (Redemption for Taxation Reasons) or upon it becoming due and payable as provided              in Condition 12 (Events  of Default), shall be  the  Final Redemption Amount unless              otherwise specified in the Final Terms.                                         77 





 






   (c)  Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Relevant       Issuer in whole, but not in part, on any Interest Payment Date (if this Note is either a Floating       Rate Note or an Indexed Note) or at any time (if this Note is neither a Floating Rate Note nor       an Indexed Note), on giving not less than 30 nor more than 60 days’ notice to the Note Trustee       and  the  Noteholders in accordance with Condition 18 (Notices) (which notice shall be       irrevocable) at their Early  Redemption  Amount  (as  described  in  Condition  6(b)  (Early       Redemption) above) (together with interest accrued to the date fixed for redemption), if (i) the       Relevant Issuer satisfies the Note Trustee immediately before the giving of such notice that it       has  or  will  become  obliged  to  pay  additional  amounts  as  described  under  Condition 10       (Taxation) as a result of any change in, or amendment to, the laws or regulations of the United       Kingdom or any political subdivision or any authority thereof or therein having power to tax,       or any change in the application or official interpretation of such laws or regulations, which       change or amendment becomes effective on or after the date on which agreement is reached to       issue the first Tranche of the Notes, and (ii) such obligation cannot be avoided by the Relevant       Issuer taking reasonable measures available to it, provided that no such notice of redemption       shall be given earlier than 90 days prior to the earliest date on which the Relevant Issuer would       be obliged to pay such additional amounts were a payment in respect of the Notes then due.       Prior to the publication of any notice of redemption pursuant to this Condition 6(c) (Redemption       for Taxation Reasons), the Relevant Issuer shall deliver to the Note Trustee a certificate signed       by two directors of the Relevant Issuer stating that the obligation referred to in (i) above cannot       be  avoided  by  the  Relevant  Issuer  taking  reasonable  measures  available  to  it  and  the  Note       Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of       the condition precedent set out in (ii) above, in which event it shall be conclusive and binding       on Noteholders and Couponholders.        All Notes in respect of which any such notice is given shall be redeemed on the date specified       in such notice in accordance with this Condition.   (d)  Redemption for Indexation Reasons: Upon the occurrence of any Index Event (as defined       below), the Relevant Issuer may, upon giving not less than 30 nor more than 60 days’ notice to       the  Note  Trustee  and  the  holders  of  the  Indexed  Notes  in  accordance  with  Condition 18       (Notices), redeem all (but not some only) of the Indexed Notes of all Tranches on any Interest       Payment Date at the Principal Amount Outstanding (adjusted in accordance with Condition 7(a)       (Application of the Index Ratio)) plus accrued but unpaid interest. No single Tranche of Indexed       Notes may be redeemed in these circumstances unless all the other Tranches of Indexed Notes       linked to the same underlying Index are also redeemed at the same time. Before giving any such       notice, the Relevant Issuer shall provide to the Note Trustee a certificate signed by two directors       of the Relevant Issuer (a) stating that the Relevant Issuer is entitled to effect such redemption       and setting forth a statement of facts showing that the conditions precedent to the right of the       Relevant Issuer so to redeem have occurred and (b) confirming that the Relevant Issuer will       have  sufficient  funds  on  such  Interest  Payment  Date  to  effect  such  redemption.  The  Note       Trustee shall be entitled to rely on such certificate without liability to any person.        All Notes in respect of which any such notice is given shall be redeemed on the date specified       in such notice in accordance with this Condition.        Index Event means (i) if the Index Figure for three consecutive months falls to be determined       on the basis of an Index Figure previously published as provided in Condition 7(b)(ii) (Delay       in publication of Index) and the Note Trustee has been notified by the Issuing and Paying Agent       or the Calculation Agent that publication of the Index has ceased or (ii) notice is published by       Her Majesty’s Treasury, or on its behalf, following a change in relation to the Index, offering a       right of redemption to the holders of the Reference Gilt, and (in either case) no amendment or       substitution of the Index has been advised by the Indexation Adviser (as defined below) to the       Relevant Issuer and such circumstances are continuing.                                        78 





 






        Principal Amount Outstanding means, in respect of a Note on any date:        (a)   the principal amount of that Note upon issue, minus;        (b)   the aggregate amount of principal repayments or prepayments made in respect of that             Note since the Issue Date.   (e)  Redemption at the Option of the Relevant Issuer: If Issuer Call Option is specified in the       Final  Terms,  the  Relevant  Issuer  may on  giving  not  less  than  15  nor  more  than  30  days’       irrevocable notice to the Note Trustee and the Noteholders redeem all or, if so provided, some       of the Notes on any Optional Redemption Date provided that if Retained Notes are specified as       being applicable in the relevant Final Terms, any such Retained Notes have been sold, disposed       of or cancelled prior to such date. Any such redemption of Notes shall be at their Optional       Redemption Amount together with interest accrued up to (and including) the date fixed for       redemption. Any such redemption or exercise must relate to Notes of a nominal amount at least       equal to the Minimum Redemption Amount to be redeemed specified in the Final Terms and       no greater than the Maximum Redemption Amount to be redeemed specified in the Final Terms.        If Make-Whole Redemption is specified in the Final Terms, the Relevant Issuer may, on giving       not less than 15 nor more than 30 days’ irrevocable notice to the Noteholders (or such other       notice period as may be specified in the Final Terms), redeem all or, if so provided, some of the       Notes at any time or from time to time (i) where no particular period during which Make-Whole       Redemption is applicable is specified, prior to their Maturity Date, or (ii) where Make-Whole       Redemption is specified as only being applicable for a certain period, during such period, in       each case on the date for redemption specified in such notice (the Make-Whole Redemption       Date) at the Make-Whole Redemption Amount.        In the case of Notes other than Index Linked Interest Notes or Index Linked Redemption Notes       where CPI is specified as the Index in the relevant Final Terms, the Make-Whole Redemption       Amount will be calculated by the Financial Adviser (as defined below) and will be the greater       of:        (i)   100 per cent. of the principal amount of the Notes  so redeemed (where  applicable,             adjusted for indexation in accordance with Condition 7 (Indexation)); and        (ii)  the sum of the then present values of the remaining scheduled payments of principal             and interest on such Notes (not including any interest accrued on the Notes to, but             excluding,  the  relevant  Make-Whole  Redemption  Date)  discounted  to  the  relevant             Make-Whole Redemption Date on an annual basis at the Make-Whole Redemption             Rate (as defined below) plus the Make-Whole Redemption Margin, if any, specified in             the applicable Final Terms, plus, in each case, any interest accrued on the Notes to, but             excluding, the Make-Whole Redemption Date.        In the case of Index Linked Interest Notes or Index Linked Redemption Notes where CPI is       specified as the Index in the relevant Final Terms:        (i)   unless the Financial Adviser advises the Relevant Issuer that an appropriate CPI Gilt             (as defined below) is outstanding which would be utilised, at the time of selection and             in accordance with customary financial practice at such time, in pricing new issues of             corporate debt securities with a similar remaining weighted average life to the Notes,             the Make-Whole Redemption Amount will be calculated by the Financial Adviser and             will be the greater of:              a.  100  per  cent.  of  the  principal  amount  of  the  Notes  so  redeemed  (adjusted  for                 indexation in accordance with Condition 7 (Indexation)); and                                        79 





 






                      b.  the RPI Adjusted Redemption Amount (as defined below); or   (ii)  if the  Financial Adviser advises  the  Relevant Issuer that an appropriate  CPI Gilt is        outstanding (the Redemption Reference CPI Gilt) which would be utilised, at the time        of selection and in accordance with customary financial practice at such time, in pricing        new issues of corporate debt securities with a similar remaining weighted average life        to the Notes, the Make-Whole Redemption Amount will be calculated by the Financial        Adviser and will be the greater of:         a.  100  per  cent.  of  the  principal  amount  of  the  Notes  so  redeemed  (adjusted  for            indexation in accordance with Condition 7 (Indexation)); and         b.  the  sum  of  the  then  present  values  of  the  remaining  scheduled  payments  of            principal and interest on such Notes (not including any interest accrued on the            Notes to, but excluding, the relevant Make-Whole Redemption Date) discounted            to the relevant Make-Whole Redemption Date on an annual basis at the CPI Make-           Whole Redemption Rate (as defined below) plus the Make-Whole Redemption            Margin, if any, specified in the applicable Final Terms, plus, in each case, any            interest  accrued  on  the  Notes  to,  but  excluding,  the  Make-Whole  Redemption            Date.   All Notes in respect of which any such notice is given shall be redeemed on the date specified  in such notice in accordance with this Condition.   In the case of a partial redemption the notice to Noteholders shall also contain the certificate  numbers  of the  Bearer  Notes,  or in the  case  of  Registered  Notes  shall  specify the  nominal  amount of Registered Notes drawn and the holder(s) of such Registered Notes, to be redeemed,  which shall have been drawn in such place as the Note Trustee may approve and in such manner  as it deems appropriate, subject to compliance with any applicable laws and stock exchange or  other relevant authority requirements.   In the case of a partial redemption of a Tranche of Notes represented by a New Global Note (as  defined in the Trust Deed) pursuant to this Condition, the Notes to be redeemed (the Redeemed  Notes) will  be  selected  in  accordance  with  the  rules  and  procedures  of  Euroclear  and/or  Clearstream,  Luxembourg  (to  be  reflected  in  the  records  of  Euroclear  and  Clearstream,  Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion), not  more than 30 days prior to the date fixed for redemption.   For the purposes of this Condition 6(e):   CPI Gilt means a sterling obligation of the UK government listed on the Official List of the  Financial Conduct Authority and admitted to trading on the London Stock Exchange plc (the  London Stock Exchange) which is linked to the CPI;   CPI Make-Whole Redemption Rate means with respect to the Reference Dealers and the  Make-Whole Redemption Date, the average of the five quotations of the mid-market annual  yield to maturity of the Redemption Reference CPI Gilt at the Quotation Time specified in the  Final Terms on the Determination Date specified in the Final Terms quoted in writing to the  Relevant Issuer and the Note Trustee by the Reference Dealers;   Financial Adviser means  an independent  financial  institution  of  international  repute  or  an  independent adviser of recognised standing with appropriate expertise selected by the Relevant  Issuer at its own expense after notification of such selection to the Note Trustee;   Make-Whole Redemption Rate means with respect to the Reference Dealers and the Make- Whole Redemption Date, the average of the five quotations of the mid-market annual yield to                                   80 





 






                maturity of the Make-Whole Reference Bond specified in the Final Terms or, if the Make- Whole Reference Bond is no longer outstanding, a similar security in the reasonable judgment  of  the  Reference  Dealers,  at  the  Quotation  Time  specified  in  the  Final  Terms  on  the  Determination Date specified in the Final Terms quoted in writing to the Relevant Issuer and  the Note Trustee by the Reference Dealers;   Notional RPI Bond means a bond issued by the Relevant Issuer, the terms of which are the  same as those of the Notes to be redeemed, save only that payments of principal and interest  are adjusted for indexation by reference to RPI (rather than CPI);   Real Yield means a yield, expressed as a percentage, calculated by the Financial Adviser on  the basis set out by the United Kingdom Debt Management Office in the paper “Formulae for  Calculating Gilt Prices from Yields” page 5, Section One: Price/Yield Formulae (Index-Linked  Gilts) (published on 8 June, 1998 and updated on 15 January, 2002 and 16 March, 2005) (as  updated, amended or supplemented from time to time) on a semi-annual compounding basis  (converted to an annualised yield and rounded up (if necessary) to five decimal places). Such  method  requires  the  adoption  of  an  assumed  inflation  rate  which  shall  be  such  rate  as  the  Financial Adviser may determine and notify to the Note Trustee and the Issuing and Paying  Agent to be appropriate and, for the avoidance of doubt, the assumed inflation rate shall be a  long-term UK inflation rate for the remaining life of the Notes. If such formula does not reflect  generally accepted market practice at the time of redemption, a yield calculated in accordance  with generally accepted market practice at such time, all as advised to the Relevant Issuer by  the Financial Adviser;   Redemption Reference RPI Gilt means such RPI Gilt as the Financial Adviser determines  would be utilised, at the time of selection and in accordance with customary financial practice  at such time, in pricing new issues of corporate debt securities of comparable maturity and  amortisation profile to the remaining term of the Notes (or, where the Financial Adviser advises  the Relevant Issuer) that, for reasons of illiquidity or otherwise, such stock is not appropriate  for such purpose, such other government stock as the Financial Adviser may recommend as  appropriate for this purpose;   Reference Dealers means those Reference Dealers specified in the Final Terms;   RPI Adjusted Redemption Amount is an amount equal to the sum of:   (i)   the product (adjusted for indexation in accordance with Condition 7 (Indexation)) of        the outstanding principal amount of the Notes to be redeemed and the price, expressed        as  a  percentage  (rounded  to  five  decimal  places,  with  0.000005  being  rounded        upwards), (as reported in writing to the Relevant Issuer by the Financial Adviser) at        which the Real Yield on the Notes on the Yield Calculation Date is equal to the sum of        (x)  the  Real  Yield  at  11.00  a.m.  (London  time)  on  such  date  of  the  Redemption        Reference  RPI  Gilt  (or,  where  the  Financial Adviser determines  in  good  faith  and        advises to the Relevant Issuer that, for reasons of illiquidity or otherwise, such stock is        not  appropriate  for  such  purpose,  such  other  government  stock  as  advised  to  the        Relevant Issuer by the Financial Adviser) and (y) 0.1 per cent.; and   (ii)  the Wedge Value (which may be positive or negative and, if negative, the absolute        value shall be deducted for the purpose of calculating the RPI Adjusted Redemption        Amount);   RPI Gilt means a sterling obligation of the UK government listed on the Official List of the  Financial Conduct Authority and admitted to trading on the London Stock Exchange which is  linked to the RPI;                                   81 





 






        Wedge Value means the market value to a market counterparty on the Yield Calculation Date       (based on three (or such lower number as the Relevant Issuer and the Financial Adviser may       agree as appropriate) third party quotes) of a notional swap (where the parties are deemed to       have a bilateral, daily, zero-threshold, no initial amount, ISDA Credit Support Annex) under       which the market counterparty:        (i)   receives the remaining cashflows of the Notes; and        (ii)  pays the remaining cashflows of the Notional RPI Bond,        and  where,  in  providing  such  quotes,  such  third  parties  are  asked  to  use  discount  factors       calculated from the zero coupon curve derived from the interest rate used to calculate payments       on  GBP  cash  collateral,  provided  that, if the  Financial Adviser determines and  advises the       Relevant Issuer that it is not reasonably practicable to determine the Wedge Value on such basis       (including,  without  limitation,  because  it  is  not reasonably  practicable  to  obtain  third  party       quotes) the  Wedge  Value  shall  be  determined  by the  Financial Adviser and  advised  to the       Relevant Issuer; and        Yield Calculation Date means the date which is the second Business Day prior to the date on       which the notice to redeem is dispatched; and        in the case of Index Linked Interest Notes and/or Index Linked Redemption Notes only, the       then present values of the remaining scheduled payments of principal and interest on such       Notes shall  be  calculated  in  accordance  with  the  customary  conventions  applied  to  the       calculation of such amounts in the inflation linked debt transactions from time to time.   (f)  Pre-Maturity Call Option by the Issuer: If Pre-Maturity Call Option is specified as being       applicable in the Final Terms, the Relevant Issuer may, on giving not less than 15 nor more       than 30 days’ irrevocable notice to the Note Trustee and the Noteholders redeem all (but not       some only) of the outstanding Notes of the relevant Series on the Pre-Maturity Call Option       Date. Any such redemption of Notes shall be at par together with unpaid interest accrued up to       (and including) the Pre-Maturity Call Option Date.        Pre-Maturity Call Option Date means the date that is 3 calendar months prior to the Maturity       Date specified in the Final Terms for the relevant Series of Notes.        All Notes in respect of which any such notice is given shall be redeemed on the date specified       in such notice in accordance with this Condition.   (g)  Clean-up Call Option by the Issuer: If Clean-up Call Option is specified as being applicable       in the Final Terms, the Relevant Issuer may, on giving not less than 15 nor more than 30 days’       irrevocable notice to the Note Trustee and the Noteholders redeem all (but not some only) of       the outstanding Notes of the relevant Series, provided that at least 80 per cent. of the initial       aggregate  principal  amount  of  the  Notes  of  such  Series (not  including  any  Retained  Notes       purchased by the Relevant Issuer on the issue date of the Notes of such Series which continue       to be held by or for the account of the Relevant Issuer) has been purchased or redeemed by the       Relevant Issuer (except where such redemption was pursuant to Condition 6(e) (Redemption at       the Option of the Relevant Issuer)). Any such redemption of Notes shall be at par together with       unpaid interest accrued up to (and including) the date fixed for redemption.        All Notes in respect of which any such notice is given shall be redeemed on the date specified       in such notice in accordance with this Condition.   (h)  Redemption at the Option of Noteholders: If Investor Put is specified in the Final Terms, the       Relevant Issuer shall, at the option of the holder of any such Note, upon the holder of such Note       giving not less than 15 nor more than 30 days’ notice to the Relevant Issuer (or such other notice                                        82 





 






        period as may be specified in the Final Terms) redeem such Note on the Optional Redemption       Date(s) (specified in the Final Terms) at its Optional Redemption Amount (specified in the       Final Terms) together with interest accrued up to (and including) the date fixed for redemption.        To  exercise  such  option  the  holder  must  deposit  (in  the  case  of  Bearer  Notes)  such  Note       (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent or (in       the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any       Transfer Agent at its specified office, together with a duly completed option exercise notice       (Exercise Notice) in the form obtainable from any Paying Agent, the Registrar or any Transfer       Agent (as applicable) within the notice period. No Note or Certificate so deposited and option       exercised may be withdrawn (except as provided in the Agency Agreement) without the prior       consent of the Relevant Issuer.   (i)  Redemption at the Option of the Noteholders on a Restructuring Event        (i)   If Restructuring Put Option is specified in the Final Terms, and:              (a)   if, at any time  while any of the  Notes remains  outstanding, a  Restructuring                   Event (as defined below) occurs and prior to the commencement of or during                   the Restructuring Period (as defined below):                    (A)   an  independent  financial  adviser  (as  described  below)  shall  have                         certified in writing to the Note Trustee that such Restructuring Event                         will not be or is not, in its opinion, materially prejudicial to the interests                         of the Noteholders; or                    (B)   if there are Rated Securities (as defined below), each Rating Agency                         (as defined below) that at such time has assigned a current rating to the                         Rated Securities confirms in writing to the Relevant Issuer at its request                         (which it shall make as set out below) that it will not be withdrawing                         or reducing the then current rating assigned to the Rated Securities by                         it  from  an  investment  grade  rating  (BBB-/Baa3,  or  their  respective                         equivalents  for the  time  being,  or better)  to  a  non-investment grade                         rating (BB+/Bal, or their respective equivalents for the time being, or                         worse)  or,  if  the  Rating  Agency  shall  have  already  rated  the  Rated                         Securities below investment grade (as described above), the rating will                         not be lowered by one full rating category or more, in each case as a                         result, in whole or in part, of any event or circumstance comprised in                         or arising as a result of the applicable Restructuring Event,                    the following provisions of this Condition 6(i) (Redemption at the Option of the                   Noteholders on a Restructuring Event) shall cease to have any further effect in                   relation to such Restructuring Event.              (b)   if, at any time  while any of the  Notes remains  outstanding, a  Restructuring                   Event occurs and (subject to Condition 6(i)(i)(a) (Redemption at the Option of                   the Noteholders on a Restructuring Event)):                    (A)   within the Restructuring Period, either:                          (i)   if at the time such Restructuring Event occurs there are Rated                               Securities, a Rating Downgrade (as defined below) in respect                               of such Restructuring Event also occurs; or                                        83 





 






                          (ii)  if at such time there are no Rated Securities, a Negative Rating                               Event  (as  defined  below)  in  respect  of  such  Restructuring                               Event also occurs; and                    (B)   an independent financial adviser shall have certified in writing to the                         Note Trustee that such Restructuring Event is, in its opinion, materially                         prejudicial  to  the  interests  of  the  Noteholders  (a Negative                         Certification),        then,  unless  at  any  time  the  Relevant  Issuer  shall  have  given  notice under  Conditions 6(e)       (Redemption at the Option of the Relevant Issuer), (f) (Pre-Maturity Call Option by the Issuer)       or (g) (Clean-up  Call  Option  by  the  Issuer)  or  the  holder  shall  have  given  notice  under       Condition 6(h) (Redemption at the Option of Noteholders) (if applicable), the holder of each       Note  will, upon the  giving  of  a  Put  Event  Notice  (as  defined  below),  have  the  option  (the       Restructuring Put Option) to require the Relevant Issuer to redeem or, at the option of the       Relevant Issuer, purchase (or procure the purchase of) that Note on the Put Date (as defined       below), at its Optional Redemption Amount (specified in the Final Terms) together with (or,       where purchased, together with an amount equal to) interest (if any) accrued to (but excluding)       the Put Date.        A Restructuring Event shall be deemed not to be materially prejudicial to the interests of the       Noteholders if, notwithstanding the occurrence of a Rating Downgrade or a Negative Rating       Event,  the  rating  assigned  to  the  Rated  Securities  by  any  Rating  Agency is subsequently       increased to, or, as the  case  may  be, there is assigned to the  Notes or other unsecured and       unsubordinated debt of the Relevant Issuer having an initial maturity of five years or more by       any Rating Agency, an investment grade rating (BBB-/Baa3) or their respective equivalents for       the time being) or better prior to any Negative Certification being issued.        Any Negative Certification shall be conclusive and binding on the Note Trustee, the Relevant       Issuer and the Noteholders. The Relevant Issuer may, at any time, with the approval of the Note       Trustee  appoint  an  independent  financial  adviser  for  the  purposes  of  this  Condition 6(i)       (Redemption  at  the  Option  of  the  Noteholders  on  a  Restructuring  Event).  If,  within  five       Business Days following the occurrence of a Rating Downgrade or a Negative Rating Event, as       the  case  may  be,  in  respect  of  a  Restructuring  Event,  the  Relevant  Issuer  shall  not  have       appointed an independent financial adviser for the purposes of Condition 6(i)(i)(b)(B) and (if       so  required  by  the  Note  Trustee)  the  Note  Trustee  is  indemnified  and/or  prefunded  and/or       secured to its satisfaction against the costs of such adviser, the Note Trustee may appoint an       independent financial adviser for such purpose following consultation with the Relevant Issuer.   (ii) Promptly upon the Relevant Issuer becoming aware that a Put Event (as defined below) has       occurred,  and  in  any  event  not  later  than  14  days  after  the  occurrence  of  a  Put  Event,  the       Relevant Issuer shall, and at any time upon the Note Trustee if so requested by the holders of       at least one-quarter in nominal amount of the Notes then outstanding shall, give notice (a Put       Event Notice) to the Noteholders in accordance with Condition 18 (Notices) specifying the       nature of the Put Event and the procedure for exercising the Restructuring Put Option.   (iii) To exercise the Restructuring Put Option, the holder of a Note must comply with the provisions       of Condition 6(h) (Redemption at the Option of Noteholders). The applicable notice period for       the  purposes  of Condition 6(h) (Redemption at the  Option of Noteholders), as applied  to a       Restructuring Put Option, shall be the period (the Put Period) of 45 days after that on which a       Put Event Notice is given. Subject to the relevant Noteholder having complied with Condition       6(h) (Redemption at the Option of Noteholders), the Relevant Issuer shall redeem or, at the       option of that Relevant Issuer, purchase (or procure the purchase of) the relevant Note on the       fifteenth  day  after  the  date  of  expiry  of  the  Put  Period  (the Put  Date)  unless previously       redeemed or purchased.                                        84 





 






   (iv) For the purposes of these Conditions:        (a)   Distribution Services Area means, in respect of a Relevant Issuer, the area specified             as such in the distribution licence granted to it on 1 October 2001 under section 6(l)(c)             of the Electricity Act 1989 (as amended by section 30 of the Utilities Act 2000), as of             the date of such distribution licence.        (b)   A Negative Rating Event shall be deemed to have occurred if (1) a Relevant Issuer             does  not,  either  prior  to  or not  later  than  14  days  after  the  date  of  the  relevant             Restructuring Event, seek, and thereupon use all reasonable endeavours to obtain, a             rating of the Notes or any other unsecured and unsubordinated debt of that Relevant             Issuer having an initial maturity of five years or more from a Rating Agency or (2) if it             does so seek and use such endeavours, it is unable, as a result of such Restructuring             Event, to obtain such a rating of at least investment grade (BBB-/Baa3, or their             respective equivalents for the time being).        (c)   A Put Event occurs on the date of the last to occur of (1) a Restructuring Event, (2)             either a Rating Downgrade or, as the case may be, a Negative Rating Event and (3) the             relevant Negative Certification.        (d)   Rating Agency means S&P Global Ratings Europe Limited or any of its subsidiaries             and their successors or Moody’s Investors Service Limited or any of its subsidiaries             and their successors or any rating agency substituted for any of them (or any permitted             substitute  of them) by the Relevant Issuer from time to time  with the  prior written             approval of the Note Trustee.        (e)   A Rating Downgrade shall be deemed to have occurred in respect of a Restructuring             Event if the then current rating assigned to the Rated Securities by any Rating Agency             (whether provided by a Rating Agency at the invitation of the Relevant Issuer or by its             own volition) is withdrawn or reduced from an investment grade rating (BBB-/Baa3),             or their respective equivalents for the time being, or better) to a non-investment grade             rating (BB+/Bal), or their respective equivalents for the time being, or worse) or, if the             Rating Agency shall then have already rated the Rated Securities below investment             grade (as described above), the rating is lowered one full rating category or more.        (f)   Rated Securities means the Notes, if at any time and for so long as they have a rating             from a Rating Agency, and otherwise any other unsecured and unsubordinated debt of             a Relevant Issuer having an initial maturity of five years or more which is rated by a             Rating Agency.        (g)   Restructuring Event means the occurrence of any one or more of the following events:              (A)       (i) the Secretary  of  State  for  Business,  Innovation  and  Skills  (or  any                         successor) giving the Relevant Issuer written notice of any revocation                         of its Distribution Licence (as defined below); or                    (ii)  the Relevant Issuer agreeing in writing with the Secretary of State for                         Business, Innovation and Skills (or any successor) to any revocation or                         surrender of its Distribution Licence; or                    (iii) any legislation (whether primary or subordinate) being enacted which                         terminates or revokes the Distribution Licence of the Relevant Issuer;                    except,  in  each  such  case,  in  circumstances  where  a  licence  or  licences  on                   substantially no less favourable terms is or are granted to the Relevant Issuer                   or a wholly-owned subsidiary of the Relevant Issuer where such subsidiary at                                        85 





 






                            the  time  of  such  grant  either  executes  in  favour  of  the  Note  Trustee  an              unconditional and irrevocable guarantee in respect of all Notes issued by the              Relevant Issuer in such form as the Note Trustee may approve or becomes the              primary obligor under the Notes issued by the Relevant Issuer in accordance              with Condition 13(c) (Substitution); or         (B)   any  modification  (other  than  a  modification  which  is  of a  formal, minor  or              technical nature) being made to the terms and conditions upon which a Relevant              Issuer  is  authorised  and  empowered  under  relevant  legislation  to  distribute              electricity in the Distribution Services Area unless two directors of such Issuer              have certified in good faith to the Note Trustee that the modified terms and              conditions are not materially less favourable to the business of that Relevant              Issuer; or         (C)   any  legislation (whether primary or subordinate) is enacted  which  removes,              qualifies or amends (other than an amendment which is of a formal, minor or              technical nature) the duties of the Secretary of State for Business, Innovation              and Skills (or any successor) and/or the Gas and Electricity Markets Authority              (or any successor) under section 3A of the Electricity Act 1989 (as amended by              the Utilities Act 2000) (as this may be amended from time to time) unless two              directors of such Relevant Issuer have certified in good faith to the Note Trustee              that  such  removal,  qualification  or  amendment  does  not  have  a  materially              adverse effect on the financial condition of that Relevant Issuer.   (h)   Restructuring Period means:         (A)   if at the time a Restructuring Event occurs there are Rated Securities, the period              of 90 days starting from and including the day on which that Restructuring              Event occurs; or         (B)   if at the time a Restructuring Event occurs there are no Rated Securities, the              period starting from and including the day on which that Restructuring Event              occurs and ending on the day 90 days following the later of (aa) the date (if              any) on which the Relevant Issuer shall seek to obtain a rating as contemplated              by  the  definition  of  Negative  Rating  Event;  (bb)  the  expiry  of  the  14  days              referred to in the definition of Negative Rating Event and (cc) the date on which              a Negative Certification shall have been given to the Note Trustee in respect of              that Restructuring Event.   (i)   A Rating Downgrade or a Negative Rating Event or a non-investment grade rating shall        be deemed not to have occurred as a result or in respect of a Restructuring Event if the        Rating Agency making the relevant reduction in rating or, where applicable, refusal to        assign  a  rating  of  at  least  investment  grade  as  provided in  this  Condition 6(i)        (Redemption  at  the  Option  of  the Noteholders  on  a  Restructuring Event),  does not        announce or publicly confirm or inform the Relevant Issuer in writing at its request        (which it shall make as set out in the following paragraph) that the reduction or, where        applicable, declining to assign a rating of at least investment grade, was the result, in        whole or in part, of any event or circumstance comprised in or arising as a result of the        applicable Restructuring Event.         The  Relevant  Issuer undertakes  to  contact the  relevant  Rating  Agency  immediately        following that reduction, or where applicable the refusal to assign a rating of at least        investment grade, to confirm whether that reduction, or refusal to assign a rating of at        least investment grade was the result, in whole or in part, of any event or circumstance        comprised in or arising as a result of the applicable Restructuring Event. The Relevant                                   86 





 






              Issuer shall notify the Note Trustee immediately upon receipt of any such confirmation             from the relevant Rating Agency.        (j)   Purchases:               (A)   Where Retained Notes are specified as being applicable in the relevant Final                   Terms, the Relevant Issuer shall purchase the Retained Notes on the issue date                   of such Notes.               (B)   The  Relevant  Issuer  may  at  any  time  purchase  Notes  (provided  that  all                   unmatured Coupons  and  unexchanged  Talons  relating  thereto  are  attached                   thereto or surrendered therewith) in the open market or otherwise at any price.        (k)   Cancellation:               (A)   All Notes purchased by or on behalf of the Relevant Issuer or its Subsidiaries                   may  be  surrendered  for  cancellation,  in  the  case  of  Bearer  Notes,  by                   surrendering  each  such  Note  together  with  all  unmatured  Coupons  and  all                   unexchanged  Talons  to  the  Issuing  and  Paying  Agent  and,  in  the  case  of                   Registered Notes, by surrendering the Certificate representing such Notes to                   the Registrar and, in each case, if so surrendered, shall, together with all Notes                   redeemed  by  the  Relevant  Issuer,  be  cancelled  forthwith  (together  with  all                   unmatured Coupons and unexchanged Talons attached thereto or surrendered                   therewith). Any Notes so surrendered for cancellation may not be reissued or                   resold and the obligations of the Relevant Issuer in respect of any such Notes                   shall be discharged.              (B)   Where Retained Notes are specified as being applicable in the relevant Final                   Terms in respect of a Series, the Relevant Issuer:                    (i)   shall  cancel  all  such  Retained  Notes  held  by  or  on  behalf  of  the                         Relevant Issuer on the earlier of:                          (1)   the Retained Note Cancellation Date specified in the relevant                               Final Terms; and                          (2)   upon notice that the Notes of such Series are to be redeemed                               (and,  in  any  event,  prior  to  such redemption) in  accordance                               with  Condition 6(c) (Redemption  for Taxation Reasons),                               Condition  6(d)  (Redemption  for Indexation Reasons),                               Condition  6(h)  (Redemption at  the  Option  of  Noteholders),                               Condition 6(i) (Redemption at the Option of Noteholders on a                               Restructuring Event) or Condition 12 (Events of Default); and                     (ii) may cancel any Retained Notes held by it or on its behalf at any time                         at its discretion.   7.   Indexation        This Condition 7 (Indexation) is applicable only if the relevant Final Terms specifies that the       Notes are Index Linked Interest Notes and/or Index Linked Redemption Notes.   (a)  Application of the Index Ratio        Each payment of interest in respect of the Index Linked Interest Notes shall be the amount       provided in, or determined in accordance with, these Conditions, multiplied by the Index Ratio                                        87 





 






        (or Limited Index Ratio in the case of Limited Indexed Notes) applicable to the month in       which such payment falls to be made and rounded in accordance with Condition 5(e) (Margin,       Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding).       Unless  otherwise  specified  hereon,  the  Final  Redemption  Amount,  the  Early  Redemption       Amount and the Optional Redemption Amount in respect of the Index Linked Interest Notes       and/or Index  Linked  Redemption  Notes  shall  be  the  nominal  amount  of  the  Index  Linked       Interest Notes and/or Index Linked Redemption Notes multiplied by the Index Ratio applicable       to the date on which the Final Redemption Amount, Early Redemption Amount or Optional       Redemption Amount (as the case may be) becomes payable, provided that:        (i)  if a Minimum Final Redemption Amount, Minimum Early Redemption Amount and/or            Minimum Optional Redemption Amount is specified in the applicable Final Terms and            such amount is greater than the amount of principal in respect of the Notes determined            in accordance with this Condition 7(a) (expressed on a per Calculation Amount basis),            the Final Redemption Amount, Early Redemption Amount and/or Optional Redemption            Amount (as applicable) shall be, respectively, the Minimum Final Redemption Amount,            Minimum Early Redemption Amount and/or Minimum Optional Redemption Amount            (as applicable) so specified in the applicable Final Terms; and/or        (ii) if a Maximum Final Redemption Amount, Maximum Early Redemption Amount and/or            Maximum Optional Redemption Amount is specified in the applicable Final Terms and            such amount is less than the amount of principal in respect of the Notes determined in            accordance with this Condition 7(a) (expressed on a per Calculation Amount basis), the            Final  Redemption  Amount,  Early  Redemption  Amount  and/or  Optional  Redemption            Amount (as applicable) shall be, respectively, the Maximum Final Redemption Amount,            Maximum Early Redemption Amount or Maximum Optional Redemption Amount (as            applicable) so specified in the applicable Final Terms; and        (iii) the Calculation Agent will calculate the Final Redemption Amount, Early Redemption            Amount and Optional Redemption Amount (as the case may be) as set out in Condition            5(g) (Determination  and  Publication  of  Rates  of  Interest,  Interest  Amounts,  Final            Redemption Amounts, Early Redemption Amounts and Optional Redemption Amounts).        Each  payment  of  principal  in  respect  of  the  Index  Linked  Redemption  Notes  shall  be  the       amount provided in, or determined in accordance with, these Conditions, multiplied by the       Index Ratio (or Limited Index Ratio in the case of Limited Indexed Notes) applicable to the       month in which such payment falls to be made and rounded in accordance with Condition 5(e)       (Margin, Maximum/Minimum Rates of Interest, Redemption Amounts and Rounding).  (b)  Changes in Circumstances Affecting the Index        (i)   Change  in base: If at any time  and  from time to time  the Index  is  changed by the             substitution of a new base therefore, then with effect from the calendar month from and             including that in which such substitution takes effect (1) the definition of “Index” and             “Index Figure” in Condition 8 (Definitions) shall be deemed to refer to the new date or             month in substitution for January 1987 (or, as the case may be, to such other date or             month as may have been substituted therefore); and (2) the new Base Index Figure shall             be the product of the existing Base Index Figure and the Index Figure immediately             following  such  substitution,  divided  by  the  Index  Figure  immediately  prior  to such             substitution.        (ii)  Delay in publication of Index: If the Index Figure relating to any month (the relevant             month) which is required to be taken account for the purposes of the determination of             the Index Figure applicable for any date is not published on or before the fourteenth             business day before the date on which any payment of interest or principal on the Notes                                        88 





 






              is due (the date for payment), the Index Figure relating to the relevant month shall be             (1) such substitute index figure (if any) as an Indexation Adviser considers to have been             published by the Bank of England or, as the case may be, the United Kingdom Debt             Management Office (or such other designated debt manager of Her Majesty’s Treasury,             from time to time) for the purposes of indexation of payments on the Reference Gilt or,             failing such publication, on any one or more issues of index-linked  Treasury Stock             selected by the Indexation Adviser (and approved by the Note Trustee); or (2) if no             such determination is made by such Indexation Adviser within 7 days, the Index Figure             last  published  (or,  if  later,  the  substitute  index  figure  last  determined  pursuant  to             Condition 7(b)(i) (Change in base)) before the date for payment.   (c)  Application of Changes        Where  the  provisions  of Condition 7(b)(ii) (Delay  in  publication  of  Index)  apply,  the       determination of the Indexation Adviser as to the Index Figure applicable to the month in which       the date for payment falls shall be conclusive and binding. If, an Index Figure having been       applied pursuant to Condition 7(b)(ii)(2), the Index Figure relating to the relevant month is       subsequently published while a Note is still outstanding, then:        (i)   in relation to a payment of principal or interest in respect of such Note other than upon             final redemption of such Note, the principal or interest (as the case may be) next payable             after the date of such subsequent publication shall be increased or reduced by an amount             equal to (respectively) the shortfall or excess of the amount of the relevant payment             made on the basis of the Index Figure applicable by virtue of Condition 7(b)(ii)(2),             below or above the amount of the relevant payment that would have been due if the             Index Figure subsequently published had been published on or before the fourteenth             Business Day before the date for payment; and        (ii)  in relation to a payment of principal or interest upon final redemption, no subsequent             adjustment to amounts paid will be made.   (d)  Cessation of or Fundamental Changes to the Index        (i)   If (1) the Note Trustee has been notified by the Calculation Agent that the Index has             ceased to be published; or (2) the Note Trustee has been notified by the Calculation             Agent when any change is made to the coverage or the basic calculation of the Index             which  constitutes  a  fundamental  change  which  would,  in  the  opinion  of  the  Note             Trustee acting solely on the advice of an Indexation Adviser, be materially prejudicial             to the interests of the Noteholders, the Note Trustee will give written notice of such             occurrence to the Relevant Issuer, and the Relevant Issuer and the Note Trustee together             shall seek to agree for the purpose of the Notes one or more adjustments to the Index             or a substitute index (with or without adjustments) with the intention that the same             should leave the Relevant Issuer and the Noteholders in no better and no worse position             than they would have been had the Index not ceased to be published or the relevant             fundamental change not been made.        (ii)  If the Relevant Issuer and the Note Trustee fail to reach agreement as mentioned above             within 20 Business Days following the giving of notice as mentioned in paragraph (i),             a bank or other person in London shall be appointed by the Relevant Issuer and the             Note Trustee or, failing agreement on and the making of such appointment within 20             Business Days following the expiry of the day period referred to above, by the Note             Trustee (in each case, such bank or other person so appointed being referred to as the             Expert), to determine for the purpose of the Notes one or more adjustments to the Index             or a substitute index (with or without adjustments) with the intention that the same             should leave the Relevant Issuer and the Noteholders in no better and no worse position             than they would have been had the Index not ceased to be published or the relevant                                       89 





 






              fundamental change not been made. Any Expert so appointed shall act as an expert and             not as an arbitrator and all fees, costs and expenses of the Expert and of any Indexation             Adviser and of any of the Relevant Issuer and the Note Trustee in connection with such             appointment shall be borne by the Relevant Issuer.        (iii) The Index shall be adjusted or replaced by a substitute index as agreed by the Relevant             Issuer and the Note Trustee or as determined by the Expert pursuant to the foregoing             paragraphs, as the case may be, and references in these Conditions to the Index and to             any Index Figure shall be deemed amended in such manner as the Note Trustee and the             Relevant Issuer agree are appropriate to give effect to such adjustment or replacement.             Such amendments shall be effective from the date of such notification and binding upon             the Relevant Issuer, the Note Trustee and the Noteholders, and the Relevant Issuer shall             give  notice  to  the  Noteholders  in  accordance  with  Condition 18 (Notices)  of  such             amendments as promptly as practicable following such notification.   8.   Definitions        In these Conditions:        Affiliate means in relation to any person, any entity controlled, directly or indirectly, by that       person,  any  entity  that  controls  directly  or  indirectly,  that  person  or  any  entity,  directly  or       indirectly under common control with that person and, for this purpose, control means control       as defined in the Companies Act;        Base Index Figure means (subject to Condition 7(b)(i) (Change in base)) the base index figure       as specified in the relevant Final Terms;        Calculation Date means any date when a payment of interest or, as the case may be, principal       falls due;        Capital and Reserves means the aggregate of:        (i)   the amount paid up or credited as paid up on the share capital of the Relevant Issuer;             and        (ii)  the  total  of  the  capital,  revaluation  and  revenue  reserves  of  the  Group  (as  defined             below), including any share premium account, capital redemption reserve and credit             balance on the profit and loss account, but excluding sums set aside for taxation and             amounts attributable to outside shareholders in Subsidiary Undertakings (as defined             below) and deducting any debit balance on the profit and loss account,        all as shown in the then latest audited consolidated balance sheet and profit and loss account of       the  Group  prepared  in  accordance  with  the  historical  cost  convention  (as  modified  by  the       revaluation of certain fixed assets) for the purposes of the Companies Act 2006, but adjusted as       may be necessary in respect of any variation in the paid up share capital or share premium       account of the Relevant Issuer since the date of that balance sheet and further adjusted as may       be  necessary  to  reflect  any change  since  the  date  of  that  balance  sheet  in  the  Subsidiary       Undertakings comprising the Group and/or as the Auditors (as defined in the Trust Deed) may       consider appropriate;        consolidated means in relation to the financial statements and accounts of the Relevant Issuer       and/or the Group, those statements and accounts as consolidated under International Financial       Reporting Standards, provided that if such consolidated accounts are not prepared, it shall mean       the  non-consolidated  financial  statements  and  accounts  of  the  Relevant  Issuer  prepared  in       accordance with generally accepted accounting principles in the United Kingdom;                                        90 





 






                Distribution Licence means an electricity distribution licence granted under section 6(1)(c) of  the Electricity Act 1989, as amended from time to time;   Group  means  the  Relevant  Issuer  and,  if  and  to  the  extent  it  has  any,  its  Subsidiary  Undertakings and “member of the Group” shall be construed accordingly;   Index or Index  Figure means,  in  relation  to  any  relevant  month  (as  defined  in  Condition  7(b)(ii) (Delay in publication of Index)), subject as provided in Condition 7(b)(i) (Change in  base), either (i) the UK Retail Price Index (RPI) (for all items) published by the Office for  National Statistics (January 1987=100) (currently contained in the Monthly Digest of Statistics)  or any comparable index which may replace RPI for the purpose of calculating the amount  payable on repayment of the Reference Gilt as specified in the relevant Final Terms; (ii) the  UK Consumer Price Index (CPI) (for all items) published by the Office for National Statistics  (2015=100)  or  any  comparable  index  which  may  replace  such  index  for  the  purpose  of  calculating the amount payable on repayment of the Indexed Benchmark Gilt (if any); or (iii)  the UK Consumer Price Index Including Owner Occupiers’ Housing Costs (CPIH) (for all  items) published by the Office for National Statistics (2015=100), or any comparable index  which may replace such index for the purpose of calculating the amount payable on repayment  of the Index Benchmark Gilt (if any).   Where RPI is specified as the Index in the relevant Final Terms, any reference to the Index  Figure applicable (IFA) to a particular Calculation Date shall, in the case of (i) above, subject  as provided in Condition 7(b) (Changes in Circumstances Affecting the Index) and Condition  7(d) (Cessation of or Fundamental Changes to the Index), and if “3 months lag” is specified in  the relevant Final Terms, be calculated in accordance with the following formula:                     (퐷푎푦 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒 − 1)   퐼퐹퐴 = 푅푃퐼  +                                푥(푅푃퐼   − 푅푃퐼   )            푚−3  (퐷푎푦푠 푛 푚표푛푡h 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒) 푚−2   푚−3                and rounded to five decimal places (0.000005 being rounded upwards) and where:   RPIm–3 means the Index Figure for the first day of the month that is three months prior to the  month in which the payment falls due; and   RPIm–2 means the Index Figure for the first day of the month that is two months prior to the  month in which the payment falls due.   Where RPI is specified as the Index in the relevant Final Terms, any reference to the IFA to a  particular  Calculation  Date  shall,  subject  as  provided  in  Condition 7(b) (Changes  in  Circumstances Affecting the Index) and Condition 7(d) (Cessation of or Fundamental Changes  to the Index), and if “8 months lag” is specified in the relevant Final Terms, be construed as a  reference to the Index Figure published in the seventh month prior to that particular month and  relating to the month before that of publication.   Where CPI is specified as the Index in the relevant Final Terms, any reference to the IFA to a  particular Calculation Date shall, in the case of (ii) above, subject as provided in Condition 7(b)  (Changes  in  Circumstances  Affecting  the  Index) and  Condition 7(d) (Cessation  of  or  Fundamental Changes to the Index), be calculated in accordance with the following formula:                    (퐷푎푦 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒 − 1)  퐼퐹퐴 = 퐶푃퐼  +                                푥(퐶푃퐼     − 퐶푃퐼   )           푚−푡  (퐷푎푦푠 푛 푚표푛푡h 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒) 푚−(푡−1) 푚−푡   and rounded to five decimal places (0.000005 being rounded upwards) and where:                                   91 





 






                CPIm–t means the Index Figure for the first day of the month that is t months prior to the month  in which the payment falls due, where the lag period “t” has a value of 2 to 24 as specified in  the applicable Final Terms.   Where CPIH is specified as the Index in the relevant Final Terms, any reference to the IFA to  a particular Calculation Date shall, in the case of (iii) above, subject as provided in Condition  7(b) (Changes  in  Circumstances  Affecting  the  Index) and  Condition 7(d) (Cessation  of  or  Fundamental Changes to the Index), be calculated in accordance with the following formula:                     (퐷푎푦 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒−1) 퐼퐹퐴 = 퐶푃퐼퐻   +                         푥(퐶푃퐼퐻       − 퐶푃퐼퐻  )            푚−푡  (퐷푎푦푠 푛 푚표푛푡h 표푓 퐶푎푙푐푢푙푎푡표푛 퐷푎푡푒) 푚−(푡−1) 푚−푡  and rounded to five decimal places (0.000005 being rounded upwards) and where:   CPIHm–t means the Index Figure for the first day of the month that is t months prior to the  month in which the payment falls due, where the lag period “t” has a value of 2 to 24 as specified  in the applicable Final Terms;   Index Linked Interest Notes means Notes with an Interest Basis specified as being Index  Linked Interest in the relevant Final Terms;   Index Linked Redemption Notes means Notes with a Redemption Basis specified as being  Index Linked Redemption in the relevant Final Terms;   Index Ratio applicable to any Calculation Date means the Index Figure applicable to such date  divided by the Base Index Figure;   Indexed Benchmark Gilt means the index-linked sterling obligation of the United Kingdom  Government listed on the Official List of the Financial Conduct Authority (in its capacity as  competent  authority  under  the  Financial  Services  and  Markets  Act  2000,  as  amended)  and  traded on the London Stock Exchange that is indexed to the same Index as the Notes and whose  average maturity most closely matches that of the Notes as the Expert shall determine to be  appropriate;   Indexed Notes means Index Linked Interest Notes and Index Linked Redemption Notes;   Limited Index Ratio means (a) in respect of any month prior to the relevant Issue Date, the  Index Ratio for that month; (b) in respect of any Limited Indexation Month after the relevant  Issue Date, the product of the Limited Indexation Factor for that month and the Limited Index  Ratio as previously calculated in respect of the month twelve months prior thereto; and (c) in  respect of any other month, the Limited Index Ratio as previously calculated in respect of the  most recent Limited Indexation Month;   Limited Indexation Factor means, in respect of a Limited Indexation Month, the ratio of the  Index Figure applicable to that month divided by the Index Figure applicable to the month  twelve  months  prior  thereto,  provided  that  (a)  if  such  ratio  is  greater  than  the  Maximum  Indexation Factor specified in the relevant Final Terms, it shall be deemed to be equal to such  Maximum Indexation Factor and (b) if such ratio is less than the Minimum Indexation Factor  specified  in  the  relevant  Final  Terms,  it  shall  be  deemed  to  be  equal  to  such  Minimum  Indexation Factor;   Limited Indexation Month means any month specified in the relevant Final Terms for which  a Limited Indexation Factor is to be calculated;   Limited Indexed Notes means Indexed Notes to which a Maximum Indexation Factor and/or  a Minimum Indexation Factor (as specified in the relevant Final Terms) applies;                                   92 





 






        Maximum Indexation Factor means the indexation factor specified as such in the relevant       Final Terms;        Minimum Indexation Factor means the indexation factor specified as such in the relevant       Final Terms;         Reference Gilt means the Treasury Stock specified as such in the relevant Final Terms for so       long as  such  stock  is in  issue,  and  thereafter  such  issue  of  index-linked  Treasury  Stock       determined to be appropriate by a gilt-edged market maker or other adviser selected by the       Relevant Issuer and approved by the Note Trustee (an Indexation Adviser);        Retained Note Cancellation Date means, in respect of each Series of Notes where Retained       Notes are specified as applicable in the relevant Final Terms, the date specified in the Final       Terms on or before which the Relevant Issuer must cancel any Retained Notes held by it or on       its behalf;        Retained Notes means, in respect of each Series of Notes where Retained Notes are specified       as  applicable  in  the relevant  Final  Terms,  the principal  amount of Notes  of  such  Series       purchased by the Relevant Issuer on the issue date of such Notes;        Subsidiary means a subsidiary within the meaning of section 1159 of the Companies Act 2006;       and        Subsidiary Undertaking shall have the meaning given to it by section 1162 of the Companies       Act 2006 (but, in relation to the Relevant Issuer, shall exclude any undertaking (as defined in       section 1161 of the Companies Act 2006) whose accounts are not included in the then latest       published audited consolidated accounts of the Relevant Issuer, or (in the case of an undertaking       which has first become a subsidiary undertaking of a member of the Group since the date as at       which  any  such  audited  accounts  were  prepared)  would  not  have been  so  included  or       consolidated if it had become so on or before that date).   9.   Payments and Talons   (a)  Bearer Notes: Payments of principal and interest in respect of Bearer Notes shall, subject as       mentioned below, be made against presentation and surrender of the relevant Notes (in the case       of all other payments of principal and, in the case of interest, as specified in Condition 9(f)(v)       (Unmatured Coupons and unexchanged Talons)) or Coupons (in the case of interest, save as       specified in Condition 9(f)(ii) (Unmatured Coupons and unexchanged Talons)), as the case may       be,  at  the  specified  office  of  any  Paying  Agent outside  the  United  States  by transfer to  an       account  denominated  in  such  currency  with,  a  Bank. Bank means a  bank  in  the  principal       financial centre for such currency or, in the case of euro, in a city in which banks have access       to the TARGET System.   (b)  Registered Notes:        (i)   Payments of principal in respect of Registered Notes shall be made against presentation             and surrender of the relevant Certificates at the specified office of any of the Transfer             Agents or of the Registrar and in the manner provided in paragraph (ii) below.        (ii)  Interest on Registered Notes shall be paid to the person shown on the Register at the             close of business on the day before the due date for payment thereof (the Record Date).             Payments of interest on each Registered Note shall be made in the relevant currency by             cheque drawn on a Bank and mailed to the holder (or to the first named of joint holders)             of such Note at its address appearing in the Register. Upon application by the holder to             the specified office of the Registrar or any Transfer Agent before the Record Date, such                                        93 





 






              payment of interest may be made by transfer to an account in the relevant currency             maintained by the payee with a Bank.   (c)  Payments  in  the  United  States: Notwithstanding  the  foregoing,  if  any  Bearer  Notes  are       denominated in U.S. dollars, payments in respect thereof may be made at the specified office       of any Paying Agent in New York City in the same manner as aforesaid if (i) the Relevant Issuer       shall have appointed Paying Agents with specified offices outside the United States with the       reasonable expectation that such Paying Agents would be able to make payment of the amounts       on the Notes in the manner provided above when due, (ii) payment in full of such amounts at       all  such  offices  is  illegal  or  effectively  precluded  by  exchange  controls  or  other  similar       restrictions on payment or receipt of such amounts and (iii) such payment is then permitted by       United States law, without involving, in the opinion of the Relevant Issuer, any adverse tax       consequence to the Relevant Issuer.   (d)  Payments subject to Fiscal Laws: All payments are subject in all cases (i) to any applicable       fiscal or other laws, regulations and directives in the place of payment, but without prejudice to       the  provisions  of  Condition  10  (Taxation)  and  (ii)  any  withholding  or  deduction  required       pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of       1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code,       any  regulations  or  agreements  thereunder,  any  official  interpretations  thereof,  or  (without       prejudice to Condition 10 (Taxation)) any law implementing an intergovernmental approach       thereto. No commission or expenses shall be charged to the Noteholders or Couponholders in       respect of such payments.   (e)  Appointment of Agents: The Issuing and Paying Agent, the Paying Agents, the Registrar, the       Transfer Agents and the Calculation Agent initially appointed by the Issuers are listed in the       Agency  Agreement.  The  Issuing  and  Paying  Agent,  the  Paying  Agents,  the  Registrar,  the       Transfer Agents and the Calculation Agent act solely as agents of the Issuers and do not assume       any obligation or relationship of agency or trust for or with any Noteholder or Couponholder.       The  Issuers  reserve  the  right  at  any  time  with  the  approval  of  the  Note  Trustee  to  vary  or       terminate  the  appointment  of  the  Issuing  and  Paying  Agent,  any  other  Paying  Agent,  the       Registrar, any Transfer Agent or the Calculation Agent(s) and to appoint additional or other       Paying Agents or Transfer Agents, provided that the Issuers shall at all times maintain (i) an       Issuing and Paying Agent, (ii) a Registrar in relation to Registered Notes, (iii) a Transfer Agent       in relation to Registered Notes, (iv) one or more Calculation Agent(s) where the Conditions so       require, (v) Paying Agents having specified offices in at least two major European cities, and       (vi) such other agents as may be required by any other stock exchange on which the Notes may       be listed in each case, as approved by the Note Trustee.        Notice of any such change or any change of any specified office shall promptly be given to the       Noteholders.   (f)  Unmatured Coupons and unexchanged Talons:        (i)   Upon the due date for redemption of Bearer Notes which comprise Fixed Rate Notes             (other than Indexed Notes), such Notes should be surrendered for payment together             with all unmatured Coupons (if any) relating thereto, failing which an amount equal to             the face value of each missing unmatured Coupon (or, in the case of payment not being             made in full, that proportion of the amount of such missing unmatured Coupon that the             sum of principal so paid bears to the total principal due) shall be deducted from the             Final  Redemption  Amount,  Early  Redemption  Amount  or  Optional  Redemption             Amount, as the case may be, due for payment. Any amount so deducted shall be paid             in the manner mentioned above against surrender of such missing Coupon within a             period of 10 years from the Relevant Date for the payment of such principal (whether             or not such Coupon has become void pursuant to Condition 11 (Prescription)).                                        94 





 






        (ii)  Upon the due date for redemption of any Bearer Note comprising a Floating Rate Note             or Indexed Notes, unmatured Coupons relating to such Note (whether or not attached)             shall become void and no payment shall be made in respect of them.        (iii) Upon the due date for redemption of any Bearer Note, any unexchanged Talon relating             to  such  Note  (whether  or not  attached)  shall  become  void  and  no  Coupon shall  be             delivered in respect of such Talon.        (iv)  Where  any  Bearer  Note  that  provides  that  the  relative  unmatured  Coupons  are  to             become  void  upon  the  due  date  for  redemption  of  those  Notes  is  presented  for             redemption without all unmatured Coupons, and where any Bearer Note is presented             for redemption without any unexchanged Talon relating to it, redemption shall be made             only against the provision of such indemnity as the Relevant Issuer may require.        (v)   If the due date for redemption of any Note is not a due date for payment of interest,             interest accrued from the preceding due  date for payment of interest or the  Interest             Commencement Date, as the case may be, shall only be payable against presentation             (and surrender if appropriate) of the relevant Bearer Note or Certificate representing it,             as the case may be. Interest accrued on a Note that only bears interest after its Maturity             Date shall be payable on redemption of such Note against presentation of the relevant             Note or Certificate representing it, as the case may be.   (g)  Talons: On or after the Interest Payment Date for the final Coupon forming part of a Coupon       sheet issued in respect of any Bearer Note, the Talon forming part of such Coupon sheet may       be surrendered at the specified office of the Issuing and Paying Agent in exchange for a further       Coupon sheet (and if necessary another Talon for a further Coupon sheet) (but excluding any       Coupons that may have become void pursuant to Condition 11 (Prescription)).   (h)  Non-Business Days: Subject as provided in the relevant Final Terms, if any date for payment       in respect of any Note  or Coupon is  not a  business day,  the  holder shall not be  entitled to       payment until the next following business day nor to any interest or other sum in respect of such       postponed payment. In this paragraph, business day means a day (other than a Saturday or a       Sunday)  on  which  banks  are  open  for  presentation  and  payment  of  debt  securities  and  for       dealings in foreign currency in the relevant place of presentation in such jurisdiction as shall be       specified as Additional Financial Centre(s) in the relevant Final Terms and (in the case of a       payment in a currency other than euro), where payment is to be made by transfer to an account       maintained with a bank in the relevant currency, on which dealings may be carried on in the       relevant  currency  in  the  principal  financial  centre  of  the  country  of  such  currency  and,  in       relation to any sum payable in euro, a day on which the TARGET System is open.   10.  Taxation        All payments of principal and interest by or on behalf of the Relevant Issuer in respect of the       Notes, and the Coupons shall be made free and clear of, and without withholding or deduction       for or on account of, any present or future taxes, duties, assessments or governmental charges       of whatever nature imposed, levied, collected, withheld or assessed by or within the United       Kingdom or any authority therein or thereof having power to tax, unless such withholding or       deduction  is  required  by  law.  In  that  event,  the  Relevant  Issuer  shall  pay  such  additional       amounts as shall result in receipt by the Noteholders and Couponholders of such amounts as       would have been received by them had no such withholding or deduction been required, except       that no such additional amounts shall be payable with respect to any Note or Coupon:        (a)   Other connection: to, or to a third party on behalf of, a holder who is liable for such             taxes, duties, assessments or governmental charges in respect of such Note or Coupon             by reason of his having some connection with the United Kingdom other than the mere             holding of the Note or Coupon; or                                       95 





 






        (b)   Lawful avoidance of withholding: to, or to a third party on behalf of, a holder who             could  lawfully  avoid  (but has  not  so  avoided)  such  deduction  or  withholding  by             complying or procuring that any third party complies with any statutory requirements             or by making or procuring that any third party makes a declaration of non-residence or             other similar claim for exemption to any tax authority in the place where the relevant             Note (or the Certificate representing it) or Coupon is presented for payment; or        (c)   Presentation more than 30 days after the Relevant Date: presented or surrendered             (or in respect of which the Certificate representing it is presented or surrendered) for             payment more than 30 days after the Relevant Date except to the extent that the holder             of it would have been entitled to such additional amounts on presenting it for payment             on the thirtieth day.        As used in these Conditions, Relevant Date in respect of any Note or Coupon means the date       on which payment in respect of it first becomes due or (if any amount of the money payable is       improperly withheld or refused) the date on which payment in full of the amount outstanding is       made  or  (if  earlier)  the  date  seven  days  after  that  on  which  notice  is  duly  given  to  the       Noteholders that, upon further presentation of the Note (or relative Certificate) or Coupon being       made in accordance with the Conditions, such payment will be made, provided that payment is       in fact made upon such presentation. References in these Conditions to (i) principal shall be       deemed to include any premium payable in respect of the Notes, Final Redemption Amounts,       Early Redemption Amounts, Optional Redemption Amounts, Amortised Face Amounts and all       other amounts in the nature of principal payable pursuant to Condition 6 (Redemption, Purchase       and Options) or any amendment or supplement to it, (ii) interest shall be deemed to include all       Interest Amounts and all other amounts payable pursuant to Condition 5 (Interest and other       Calculations) or any amendment or supplement to it and (iii) principal and/or interest shall be       deemed to include any additional amounts that may be payable under this Condition or any       undertaking given in addition to or in substitution for it under the Trust Deed.   11.  Prescription        Claims against the Relevant Issuer for payment in respect of the Notes and Coupons (which,       for this purpose, shall not include Talons) shall be prescribed and become void unless made       within  10  years  (in  the  case  of  principal)  or  five  years  (in  the  case  of  interest)  from  the       appropriate Relevant Date in respect of them.   12.  Events of Default        If any of the following events (Events of Default) occurs and is continuing, the Note Trustee       at its discretion may, and if so requested by holders of at least one-quarter in nominal amount       of the Notes then outstanding or if so directed by an Extraordinary Resolution shall, give notice       to the Relevant Issuer that the Notes are, and they shall immediately become, due and payable       at their Early Redemption Amount together (if applicable) with accrued interest:        (i)   Non-Payment: if default is made in the payment of any principal or interest due in             respect of the Notes or any of them and the default continues for a period of 14 days in             the case of principal and 21 days in the case of interest or, where relevant, the Relevant             Issuer, having become obliged to redeem, purchase or procure the purchase of (as the             case may be) any Notes pursuant to Condition 6 (Redemption, Purchase and Options)             fails to do so within a period of 14 days of having become so obliged; or        (ii)  Breach  of  Other  Obligations: the  Relevant  Issuer  does  not  perform,  observe  or             comply  with  any  one  or  more  of  its  other  obligations,  covenants,  conditions or             provisions under the Notes or the Trust Deed and (except where the Note Trustee shall             have  certified  to  the Relevant Issuer  in  writing  that  it  considers  such  failure  to  be             incapable  of  remedy  in  which  case  no  such  notice or  continuation  as  is  hereinafter                                       96 





 






                      mentioned will be required) the failure continues for the period of 30 days (or such        longer period as the Note Trustee may in its absolute discretion permit) next following        the service by the Note Trustee on the Relevant Issuer of notice requiring the same to        be remedied; or   (iii) Cross-Acceleration: if (A) any other indebtedness for borrowed money (as defined in        Condition 4 (Negative Pledge and Restriction on Distribution of Dividends) but, for the        purposes of this paragraph (iii), excluding Non-recourse Indebtedness) of the Relevant        Issuer or any Principal Subsidiary (as defined below) becomes due and repayable prior        to its stated maturity by reason of a default or (B) any such indebtedness for borrowed        money is not paid when due or, as the case may be, within any applicable grace period        (as originally provided) or (C) the Relevant Issuer or any Principal Subsidiary fails to        pay when due (or, as the case may be, within any originally applicable grace period)        any amount payable by it under any present or future guarantee for, or indemnity in        respect of, any indebtedness for borrowed money of any person or (D) any security        given  by  the  Relevant  Issuer  or  any  Principal  Subsidiary  for  any  indebtedness  for        borrowed  money  of  any  person  or  any  guarantee  or  indemnity  of  indebtedness  for        borrowed money of any person becomes enforceable by reason of default in relation        thereto and steps are taken to enforce such security save in any such case where there        is a bona fide dispute as to whether the relevant indebtedness for borrowed money or        any such guarantee or indemnity as aforesaid shall be due and payable, provided that        the aggregate amount of the relevant indebtedness for borrowed money in respect of        which any one or more of the events mentioned above in this paragraph (iii) has or have        occurred equals or exceeds whichever is the greater of £20,000,000 or its equivalent in        other currencies (on the basis of the middle spot rate for the relevant currency against        pounds sterling as quoted by any leading bank on the day on which this paragraph (iii)        applies) and two per cent. of the Capital and Reserves; or   (iv)  Enforcement Proceedings: a distress, attachment, execution or other legal process is        levied, enforced or sued out on or against any substantial part of the property, assets or        revenues of the Relevant Issuer and is not discharged or stayed within 90 days; or   (v)   Insolvency: the Relevant Issuer is (or is, or could be, deemed by law or a court to be)        insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or        suspend payment of its debts generally or a material part of a particular type of its debts,        proposes or makes a general assignment or an arrangement or composition with or for        the benefit of the relevant creditors in respect of any of such debts or a moratorium is        agreed or declared or comes into effect in respect of or affecting its debts generally or        any part of a particular type of the debts of the Relevant Issuer; or   (vi)  Winding-up: (A) an administrator or liquidator is appointed in relation to the Relevant        Issuer (and, in each case, not discharged within 90 days), or (B) an order is made or an        effective resolution passed for the winding-up or dissolution or administration of the        Relevant Issuer, or (C) the Relevant Issuer shall apply or petition for a winding-up or        administration order in respect of itself or (D) the Relevant Issuer ceases or threatens        to cease to carry on all or substantially all of its business or operations, in each case        ((A)  to  (D)  inclusive)  except  for  the  purpose  of  and  followed  by  a  reconstruction,        amalgamation, reorganisation, merger or consolidation on terms approved by the Note        Trustee  or  by  an  Extraordinary  Resolution  (as  defined  in  the  Trust  Deed)  of  the        Noteholders; or   (vii) Nationalisation: the seizure, compulsory acquisition, expropriation or nationalisation        (whether  compulsory  or  otherwise,  of a  material  part,  and  whether  or  not  for  fair        compensation) of  all  or  a  material  part  of  the  assets  of  the  Relevant  Issuer by  a        Governmental Agency (as defined below); or                                   97 





 






                (viii) Illegality: it is or will become unlawful for the Relevant Issuer to perform or comply        with any one or more of its obligations under any of the Notes or the Trust Deed,   provided that in the case of paragraph (ii) the Note Trustee shall have certified (without liability  on  its  part)  that  in  its opinion  such  event  is  materially  prejudicial  to  the  interests  of  the  Noteholders.   (ix)  Definitions: in this Condition:         Excluded  Subsidiary means  any Subsidiary  (as  defined  in  Condition 4 (Negative        Pledge and Restriction on Distribution of Dividends)) of the Relevant Issuer:         (A)   which is a single purpose company whose principal assets and business are              constituted by the ownership, acquisition, development and/or operation of an              asset;         (B)   none of whose indebtedness for borrowed money in respect of the financing of              such  ownership,  acquisition,  development  and/or  operation  of  an  asset  is              subject to any recourse whatsoever to any member of the Group (other than              another Excluded Subsidiary) in respect of the repayment thereof, except as              expressly referred to in subparagraph (B)(II). of the definition of Non-recourse              Indebtedness below; and         (C)   which has been designated as such by the Relevant Issuer by written notice to              the Note Trustee, provided that the Relevant Issuer may give written notice to              the  Note  Trustee at any  time  that  any  Excluded  Subsidiary  is  no longer  an              Excluded Subsidiary, whereupon it shall cease to be an Excluded Subsidiary.         Governmental Agency includes, in relation to a state or supranational organisation,        any  agency,  authority,  central  bank,  department,  government,  legislature,  ministry,        official or public person (whether autonomous or not) of, or the government of, that        state or supranational organisation.          Non-recourse Indebtedness means any indebtedness for borrowed money:         (A)   which is incurred by an Excluded Subsidiary; or         (B)   in respect of which the person or persons to whom any such indebtedness for              borrowed money is or may be owed by the relevant borrower (whether or not a              member of the Group) has or have no recourse whatsoever to any member of              the Group (other than an Excluded Subsidiary) for the repayment thereof other              than:               I.    recourse to such borrower for amounts limited to the cash flow or net                    cash flow (other than historic cash flow or historic net cash flow) from                    any specific asset or assets over or in respect of which security has been                    granted in respect of such indebtedness for borrowed money; and/or               II.   recourse to such borrower for the purpose only of enabling amounts to                    be claimed in respect of such indebtedness for borrowed money in an                    enforcement  of  any  encumbrance  given  by  such  borrower  over  any                    such asset or assets or the income, cash flow or other proceeds deriving                    therefrom (or given by any shareholder or the like in the borrower over                    its  shares  or  the  like  in  the  capital  of  the  borrower)  to  secure  such                    indebtedness for borrowed money, provided that (aa) the extent of such                    recourse  to  such  borrower  is  limited  solely  to  the  amount  of  any                                   98 





 






                            recoveries  made  on  any  such  enforcement,  and  (bb)  such person  or              persons is/are not entitled, by virtue of any right or claim arising out of              or  in  connection  with  such  indebtedness  for  borrowed  money,  to              commence  proceedings  for  the  winding  up  or  dissolution  of  the              borrower  or  to  appoint  or  procure  the  appointment  of  any  receiver,              trustee or similar person or officer in respect of the borrower or any of              its assets (save for the assets the subject of such encumbrance); and/or         III.  recourse  to  such  borrower  generally,  or  directly  or  indirectly  to  a              member of the Group, under any form of assurance, undertaking or              support, which recourse is limited to a claim for damages (other than              liquidated damages  and  damages  required  to  be  calculated  in  a              specified  way)  for  breach  of  an  obligation  (not  being  a  payment              obligation  or  an  obligation  to  procure  payment  by  another  or  an              indemnity in respect thereof or any obligation to comply or to procure              compliance  by  another  with  any  financial  ratios  or  other  tests  of              financial  condition)  by  the  person  against  whom such  recourse  is              available.   outstanding means, in relation to the Notes, all the Notes issued except (a) those that  have  been  redeemed  in  accordance  with the Trust  Deed,  (b)  those  that  have  been  redeemed in accordance with these Conditions, (c) those in respect of which the date  for redemption has occurred and the redemption moneys (including all interest accrued  on such Notes to the date for such redemption and any interest payable after such date)  have been duly paid to the Note Trustee or to the Issuing and Paying Agent as provided  in Clause 2 (Issue of Notes and Covenant to pay) of the Trust Deed and in the manner  provided  in  the  Agency  Agreement  and  remain  available  for  payment  against  presentation and surrender of Notes, Certificates and/or Coupons, as the case may be in  accordance with these Conditions, (d) those that have become void or in respect of  which claims have become prescribed, (e) those that have been purchased and cancelled  as provided in these Conditions (including those Retained Notes which the Relevant  Issuer has elected or is required to surrender for cancellation pursuant to Condition 6(k)  (Cancellation)) and  notice of the  cancellation of which  has been given to the  Note  Trustee, (f)  those mutilated  or  defaced  Bearer  Notes  that  have  been  surrendered  or  cancelled  in  exchange  for  replacement  Bearer  Notes,  (g)  (for  the  purpose  only  of  determining how many Notes are outstanding and without prejudice to their status for  any other purpose) those Bearer Notes alleged to have been lost, stolen or destroyed  and in respect of which replacement Notes have been issued, (h) any temporary Global  Note to the extent that it shall have been exchanged for a permanent Global Note and  any  Global  Note  to  the  extent  that  it  shall  have  been  exchanged  for  one  or  more  Definitive Notes, in either case pursuant to its provisions provided that for the purposes  of (1) ascertaining the right to attend and vote at any meeting of the Noteholders, (2)  the determination of how many Notes are outstanding for the purposes of this Condition  12 (Events  of  Default) and Condition 13 (Meetings  of  Noteholders,  Modification,  Waiver and Substitution) and Schedule 7 (Provisions for Meetings of Noteholders) of  the Trust Deed, (3) the exercise of any discretion, power or authority that the Note  Trustee is required, expressly or impliedly, to exercise in or by reference to the interests  of the Noteholders and (4) the certification (where relevant) by the Note Trustee as to  whether an Event of Default is in its opinion materially prejudicial to the interests of  the Noteholders, those Notes that are beneficially held by or on behalf of the Relevant  Issuer and not cancelled (including, for the avoidance of doubt, any Retained Notes for  so long as they are held by or on behalf of the Relevant Issuer) shall (unless no longer  so held) be deemed not to remain outstanding.  Save for the purposes of the proviso  herein, in the case of each NGN, the Note Trustee shall rely on the records of Euroclear                             99 





 






              and Clearstream, Luxembourg in relation to any determination of the nominal amount             outstanding of each NGN.              Principal Subsidiary at any time shall mean each Subsidiary of the Relevant Issuer (in             each case not being an Excluded Subsidiary or any other Subsidiary of the Relevant             Issuer,  as  the  case  may  be,  whose  only  indebtedness  for  borrowed  money  is  Non-            recourse Indebtedness):              (A)   whose (a) profits on ordinary activities before tax or (b) gross assets, in each                   case attributable to the Relevant Issuer represent 20 per cent. or more of the                   consolidated profits on ordinary activities before tax of the Group or, as the                   case may be, consolidated gross assets of the Group, in each case as calculated                   by reference to the then latest audited financial statements of such Subsidiary                   (consolidated in the case of a company which itself has Subsidiaries) and the                   then latest audited consolidated financial statements of the Group provided that                   in the case of a Subsidiary acquired after the end of the financial period to which                   the then latest audited consolidated financial statements of the Group relate, the                   reference  to  the  then  latest  audited  consolidated  financial  statements  of  the                   Group  for  the  purposes  of  the  calculation  above  shall,  until  consolidated                   financial statements for the financial period in which the acquisition is made                   have been prepared and audited as aforesaid, be deemed to be a reference to                   such first-mentioned financial statements as if such Subsidiary had been shown                   in  such  financial  statements  by  reference  to  its  then  latest  relevant  audited                   financial statements, adjusted as deemed appropriate by the Auditors; or              (B)   to which is transferred all or substantially all of the business, undertaking and                   assets of a Subsidiary of the Relevant Issuer which immediately prior to such                   transfer is a Principal Subsidiary, whereupon the transferor Subsidiary shall                   cease to be a Principal Subsidiary and the transferee Subsidiary shall cease to                   be a Principal Subsidiary under the provisions of this sub-paragraph (B), upon                   publication of its next audited financial statements (but without prejudice to the                   provisions of sub-paragraph (A) above) but so that such transferor Subsidiary                   or such transferee Subsidiary may be a Principal Subsidiary of the Relevant                   Issuer  on  or  at  any  time  after  the  date  on  which  such  audited  financial                   statements have been published by virtue of the provisions of sub-paragraph                   (A) above or before, on or at any time after such date by virtue of the provisions                   of this sub-paragraph (B).              A certificate by two directors of the Relevant Issuer that, in their opinion, a Subsidiary             of the Relevant Issuer is or is not or was or was not at any particular time or throughout             any specified period a Principal Subsidiary may be relied upon by the Note Trustee             without further enquiry or evidence and the Note Trustee will not be responsible or             liable for any loss occasioned by acting on such a certificate and, if relied upon by the             Note Trustee, shall be conclusive and binding on all parties, whether or not addressed             to each such party.   13.  Meetings of Noteholders, Modification, Waiver and Substitution   (a)  Meetings  of  Noteholders: The  Trust  Deed  contains  provisions  for  convening  meetings  of       Noteholders of one or more Series of Notes to consider any matter affecting their interests,       including  the  sanctioning  by  Extraordinary  Resolution  (as  defined  in  the  Trust  Deed)  of  a       modification of any of these Conditions or any provisions of the Trust Deed. Such a meeting       may be convened by Noteholders holding not less than 10 per cent. in nominal amount of the       affected Series of Notes for the time being outstanding. The quorum for any meeting convened       to consider an Extraordinary Resolution shall be two or more persons holding or representing                                        100 





 






        one more than 50 per cent. in nominal amount of the affected Series of Notes for the time being       outstanding,  or  at  any  adjourned  meeting  one  or  more  persons  being  or  representing       Noteholders whatever the nominal amount of the affected Series of Notes held or represented,       unless the business of such meeting includes consideration of proposals, inter alia:        (i)   to amend the dates of maturity or redemption of the Notes or any date for payment of             interest or Interest Amounts on the Notes;        (ii)  to reduce or cancel the nominal amount of, or any premium payable on redemption of,             the Notes;        (iii) to reduce the rate or rates of interest in respect of the Notes or to vary the method or             basis of calculating the rate or rates or amount of interest or the basis for calculating             any Interest Amount in respect of the Notes;        (iv)  if a Minimum and/or a Maximum Rate of Interest or Redemption Amount is shown in             the Final Terms, to reduce any such Minimum and/or Maximum;        (v)   to vary any method of, or basis for, calculating the Final Redemption Amount, the Early             Redemption Amount or the Optional Redemption Amount, including the method of             calculating the Amortised Face Amount;        (vi)  to vary the currency or currencies of payment or denomination of the Notes;        (vii) to sanction the exchange or substitution for the Notes of, or the conversion of the Notes             into, shares, bonds or other obligations or securities of the Relevant Issuer, whether or             not those rights arise under the Trust Deed; or        (viii) to modify the provisions concerning the quorum required at any meeting of Noteholders             or the majority required to pass the Extraordinary Resolution,        in which case the necessary quorum shall be two or more persons holding or representing not       less than 75 per cent., or at any adjourned meeting not less than 25 per cent., in nominal amount       of the affected Series of Notes for the time being outstanding. Any Extraordinary Resolution       duly passed shall be binding on all Noteholders (whether or not they were present at the meeting       at which such resolution was passed) and on all Couponholders.        The Trust Deed provides that a resolution in writing signed by or on behalf of the holders of       not less than 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be       as valid and effective as an Extraordinary Resolution passed at a meeting of affected Series of       Noteholders duly convened and held. Such a resolution in writing may be contained in one       document or several documents in the same form, each signed by or on behalf of one or more       Noteholders.   (b)  Modification of the Trust Deed: The Note Trustee may agree, without the consent of the       Noteholders or Couponholders, (i) to any modification of any of the provisions of the Trust       Deed or the Notes, or Coupons or these Conditions that is of a formal, minor or technical nature       or is made to correct a manifest error, and (ii) if in the opinion of the Note Trustee the interests       of the Noteholders will not be materially prejudiced thereby, to any other modification (except       as mentioned in the Trust Deed), and any waiver or authorisation of any breach or proposed       breach of any of the provisions of the Trust Deed or the Notes, or Coupons or these Conditions,       or determine that any Event of Default shall not be treated as such. Any such modification,       authorisation or waiver shall be binding on the Noteholders and the Couponholders and, if the       Note Trustee so requires, such modification shall be notified to the Noteholders as soon as       practicable.                                        101 





 






   (c)  Substitution: The Note Trustee may agree, subject to the execution of a deed or undertaking       supplemental to the Trust Deed in form and manner satisfactory to the Note Trustee and such       other conditions as the Note Trustee may require, but without the consent of the Noteholders or       the Couponholders, to the substitution of the Relevant Issuer’s successor in business in place of       the Relevant Issuer or of any previous substituted company, as principal debtor under the Trust       Deed and the Notes. In the case of such a substitution the Note Trustee may agree, without the       consent of the Noteholders or the Couponholders, to a change of the law governing the Notes,       the Coupons, the Talons and/or the Trust Deed provided that such change would not in the       opinion of the Note Trustee be materially prejudicial to the interests of the Noteholders.   (d)  Entitlement of the Note Trustee: In connection with the exercise of its functions (including       but not limited to those referred to in this Condition) the Note Trustee shall have regard to the       interests of the Noteholders (excluding the Relevant Issuer for so long as it holds any Retained       Notes) as a class and shall not have regard to the consequences of such exercise for individual       Noteholders or Couponholders and the Note Trustee shall not be entitled to require, nor shall       any  Noteholder  or  Couponholder  be  entitled  to  claim,  from  the  Relevant  Issuer  any       indemnification  or  payment  in  respect  of  any  tax  consequence  of  any  such  exercise  upon       individual Noteholders or Couponholders.   (e)  Modifications        These Conditions may be amended, modified or varied in relation to any Series of Notes by the       terms of the relevant Final Terms in relation to such Series.   14.  Enforcement        At any time after the occurrence of an Event of Default which is continuing, and, in the case of       paragraph (ii) of Condition 12 (Events of Default) where the Note Trustee has certified (without       liability on its part) that in its opinion such event is materially prejudicial to the interests of the       Noteholders, the Note Trustee may, at its discretion and without further notice, institute such       proceedings against the Relevant Issuer as it may think fit to enforce the terms of the Trust       Deed, the Notes and the Coupons, but it need not take any such proceedings unless (a) it shall       have been so directed by an Extraordinary Resolution or so requested in writing by Noteholders       holding at least one-quarter in nominal amount of the Notes outstanding, and (b) it shall have       been  indemnified  and/or  secured  and/or  prefunded  to  its  satisfaction.  No  Noteholder  or       Couponholder may proceed directly against the Relevant Issuer unless the Note Trustee, having       become  bound  so  to  proceed,  fails  to  do  so  within  a  reasonable  time  and  such  failure  is       continuing.   15.  Indemnification of the Note Trustee        The Trust Deed contains provisions for the indemnification of the Note Trustee and for its relief       from responsibility. The Note Trustee is entitled to enter into business transactions with the       Issuers and any entity related to the Issuers without accounting for any profit.        The Note Trustee may rely without liability on a report, confirmation or certificate or any advice       of any accountants, financial advisers, financial institution or any other expert, whether or not       addressed to it and whether their liability in relation thereto is limited (by its terms or by any       engagement letter relating thereto entered into by the Note Trustee or in any other manner) by       reference to a monetary cap, methodology or otherwise. The Note Trustee may accept and shall       be entitled to rely on any such report, confirmation or certificate or advice and such report,       confirmation or certificate or advice shall be binding on the Issuers, the Note Trustee and the       Noteholders.                                        102 





 






   16.  Replacement of Notes, Certificates, Coupons and Talons        If a Note, Certificate, Coupon or Talon is lost, stolen, mutilated, defaced or destroyed, it may       be  replaced,  subject  to  applicable  laws,  regulations  and  stock  exchange  or  other  relevant       authority regulations, at the specified office of the Issuing and Paying Agent in London (in the       case of Bearer Notes, Coupons or Talons) and of the Registrar (in the case of Certificates) or       such other Paying Agent or Transfer Agent, as the case may be, as may from time to time be       designated by the Relevant Issuer for the purpose and notice of whose designation is given to       Noteholders,  in  each case  on  payment  by  the  claimant  of  the  fees  and  costs  incurred  in       connection therewith and on such terms as to evidence, security and indemnity (which may       provide, inter alia, that if the allegedly lost, stolen or destroyed Note, Certificate, Coupon or       Talon is subsequently presented for payment or, as the case may be, for exchange for further       Coupons,  there  shall be  paid to the  Relevant  Issuer on  demand the  amount  payable  by  the       Relevant  Issuer  in  respect  of  such  Notes,  Certificates,  Coupons or  further  Coupons)  and       otherwise as the Relevant Issuer may require. Mutilated or defaced Notes, Certificates, Coupons       or Talons must be surrendered before replacements will be issued.   17.  Further Issues        The  Relevant  Issuer  may  from  time  to  time  without  the  consent  of  the  Noteholders  or       Couponholders create and issue further securities either having the same terms and conditions       as the Notes in all respects (or in all respects save for the Issue Date, Interest Commencement       Date and Issue Price) and so that such further issue shall be consolidated and form a single       series with the outstanding securities of any series (including the Notes) or upon such different       terms  as  the  Relevant  Issuer  may  determine  at  the  time  of  their  issue.  References  in  these       Conditions to the Notes include (unless the context requires otherwise) any other securities       issued pursuant to this Condition and forming a single series with the Notes. Any further issues       may be constituted by the Trust Deed or any deed supplemental to it. The Trust Deed contains       provisions for convening a single meeting of the Noteholders and the holders of securities of       other series where the Note Trustee so decides.   18.  Notices        Notices to the holders of Registered Notes shall be mailed to them at their respective addresses       in the Register and deemed to have been given on the fourth weekday (being a day other than a       Saturday or a Sunday) after the date of mailing. Notices to the holders of Bearer Notes shall be       valid if published in a daily newspaper of general circulation in London (which is expected to       be  the Financial  Times).  If  in  the  opinion  of  the  Note  Trustee  any  such  publication  is not       practicable, notice shall be validly given if published in another leading daily English language       newspaper with general circulation in Europe. Any such notice shall be deemed to have been       given on the date of such publication or, if published more than once or on different dates, on       the first date on which publication is made, as provided above.        Couponholders shall be deemed for all purposes to have notice of the contents of any notice       given to the holders of Bearer Notes in accordance with this Condition.   19.  Contracts (Rights of Third Parties) Act 1999        No person shall have any right to enforce any term or condition of the Notes under the Contracts       (Rights of Third Parties) Act 1999.   20.  Governing Law and Jurisdiction   (a)  Governing  Law: The  Trust  Deed,  the  Notes,  the  Coupons  and  the  Talons  and  any  non-      contractual obligations arising out of or in connection with them are governed by, and shall be       construed in accordance with, English law.                                        103 





 






   (b)  Jurisdiction: The Courts of England are to have jurisdiction to settle any disputes that may       arise out of or in connection with any Notes, Coupons or Talons (including any non-contractual       obligations  arising  out  of  or  in  connection  with  them) and  accordingly  any  legal  action  or       proceedings arising out of or in connection with any Notes, Coupons or Talons may be brought       in such courts. The Issuers have in the Trust Deed irrevocably submitted to the jurisdiction of       such courts.                                        104 





 






                                USE OF PROCEEDS   The net proceeds from each issue of Notes (or, in the case of any Series of Notes where Retained Notes  are  specified  as  being  applicable  in the relevant Final  Terms,  the  net  proceeds  of  the  sale  of  such  Retained Notes to a third party) will be applied by the Relevant Issuer for its general corporate purposes.                                                 105 





 






                   DESCRIPTION OF THE CUSTODY AGREEMENT   The form of the Custody Agreement has been agreed between, and will be entered into by, the Issuers  and the Custodian, and the applicable custody accounts contemplated therein will be established, prior  to the issue of any Retained Notes under the Programme.    The Issuers will appoint HSBC Bank plc as Custodian in relation to the Retained Notes pursuant to the  Custody Agreement.   HSBC Bank plc and its subsidiaries form a group providing a range of banking products and services.  HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London.      HSBC Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial  Conduct  Authority  and  the  Prudential  Regulation  Authority. HSBC  Bank  plc’s  principal  place  of  business in the United Kingdom is 8 Canada Square, London E14 5HQ, United Kingdom.    The following description of the Custody Agreement consists of a summary of certain provisions of the  Custody  Agreement  and  is  qualified  by  reference  to  the  detailed provisions  thereof.  The Custody  Agreement is not, however, incorporated by reference into, and therefore does not form part of, this  Prospectus. Definitions  used  in  this  section  but  not  otherwise  defined  in this  Prospectus  have  the  meanings given to them in the Custody Agreement.   Pursuant to the Custody Agreement, the Custodian shall, subject to receipt of such documents as it may  require, open, in the name of each Issuer, a Custody Account and a Cash Account.     Payment Waiver     Notwithstanding  any  other  provision  of  the  Custody  Agreement  to  the  contrary  and  subject  to  the  following paragraph, each of the Issuers will, pursuant to the Custody Agreement, unconditionally and  irrevocably:     (a)  waive its rights to receive payments of interest, principal or otherwise in respect of Retained       Notes and, for the avoidance of doubt, such waiver by the Relevant Issuer of such rights will       continue to be effective following the occurrence of an Event of Default;    (b)  authorise the Custodian to disclose the waiver referred to in (a) above in respect of Retained       Notes (and the Retained Notes position with the Custodian) to the Issuing and Paying Agent       and any applicable international clearing system for the Retained Notes to ensure that the waiver       of the right to receive payments of interest, principal or otherwise in respect of Retained Notes       is effected; and    (c)  direct the Custodian, in respect of each Retained Note held by the Custodian on behalf of the       Relevant Issuer in the Custody Account in definitive form:         (i)   on each Interest Payment Date, to surrender the interest coupon for such Retained Note             corresponding  to  such  Interest  Payment  Date  to  the Issuing  and Paying  Agent  for             cancellation; and         (ii)  to surrender  the  definitive note representing  such  Retained Note to the Issuing and             Paying  Agent  for  cancellation  on  any  date  on  which  the  Retained Notes are  to  be             redeemed in full.    Termination of Custody Agreement     Either the Issuers or the Custodian may terminate the Custody Agreement by giving at least 30 days’  notice to the other parties.                                         106 





 






     Either the Issuers or the Custodian may terminate the Custody Agreement with immediate effect by  giving notice to the other parties if the Custodian or any of the Issuers, as applicable, has committed a  material breach of the terms of the Custody Agreement which is not remedied within 30 days of notice  of the same or upon the occurrence of an insolvency event with respect to that party.                                         107 





 






                          DESCRIPTION OF THE ISSUERS   History   The Issuers are the regulated monopoly distributors of electricity in the Midlands area of England, the  South  West  of  England  and  South  Wales.  The  Issuers  are  indirectly  wholly  owned  subsidiaries  of  Western Power Distribution plc (registered number 09223384) (WPD, together with WPD Distribution  Network Holdings Ltd (registered number 08857746), WPDE, WPDW, WPD South West and WPD  South Wales, the WPD Group). The WPD Group is an indirectly wholly owned subsidiary of PPL  WPD Limited whose registered number is 09172857 and whose registered office is Avonbank, Feeder  Road, Bristol, BS2 0TB. The ultimate parent of PPL WPD Limited is PPL Corporation, an energy and  utility holding company based in Pennsylvania, USA who have wholly-owned the WPD Group since 6  September 2002.   It was announced on 10 August 2020 that PPL has appointed advisers to find a buyer for the WPD  Group.  Following a strategic review by PPL, the sales process has been launched in order to position  PPL as a purely U.S.-focused utility holding company.  The sale is targeted to occur in the first half of  2021. See “Risk Factors – Combined Operating Activities of WPDE, WPDW, WPD South West and  WPD South Wales”.   Description of PPL Corporation   PPL Corporation, headquartered in Allentown, Pennsylvania, is an energy and utility holding company  incorporated  in  1994. Through  its  subsidiaries,  PPL  provides  essential  energy  services  to  over  10  million customers in the United States and the United Kingdom.                                                                                 Description of Principal Activity   The Issuers’ principal activity is the distribution of electricity to industrial, commercial and domestic  customers within their regulated area.  There are fourteen DNOs in the United Kingdom and each Issuer  is a DNO.  The Issuers operate the four contiguous licensed distribution networks in East Midlands,                                        108 





 






   West Midlands, South Wales and South West of England.  As required by Ofgem in its regulation of  the Issuers, they are separate legal entities.   The  Issuers  together  distribute  electricity  to  approximately 7.9  million  customers  and  the  total  distribution area covers 55,500 square kilometres.  The networks operated by the Issuers (the Networks)  have approximately 90,000 kilometres of overhead lines and 136,000 kilometres of underground cables:  40 per cent. of the Networks is comprised of overhead cables.   Regulation applying to the Issuers   The  distribution  licences  held  by  the  Issuers  authorise  the  licensees  to distribute  electricity  for the  purpose of providing a supply.  Each licence is granted in perpetuity, and can only be revoked by Ofgem  by giving no less than 25 years’ notice or in circumstances where the licensee is in breach of the licence  conditions.   Failure of an Issuer to comply with its licence could lead to enforcement action by Ofgem.  In cases of  breach of licence, Ofgem has the power to issue compliance orders, to levy fines of up to 10 per cent.  of  turnover  and/or  issue  consumer  redress  orders  (where  the  licensee  is  required  to  compensate  consumers).  In certain circumstances, such as insolvency or failure to comply with an enforcement  order, the distribution licence itself may be revoked.                                        109 





 






   Distribution Price Controls   Distribution price controls (each a Distribution Price Control) are intended to provide companies with  sufficient revenues to allow them to finance their operating costs and capital investment.  In addition to  caps on revenue, the price controls also include targets for outputs including customer satisfaction and  overall quality of network performance based upon the average number and duration of supply outages  experienced by customers.  Companies can be either rewarded or penalised for exceeding or failing to  meet these targets.   The  RIIO  framework  was  developed  through  the  RPI-X@20  review  project  and  sets  the  charging  mechanism for the charges for the use of the distribution network.  The Ofgem approved common  charging model sets prices to recover the allowed revenue from customers.   The Distribution Price Control formula currently permits the Issuers within a review period to retain a  share of increases in operating profit due to efficient operations and the reduction of expenses, but this  is likely to be subject to certain limits in the next price control.  It also allows companies to increase or  decrease their prices and hence revenues based upon key output measures included within the formula  i.e. network performance and customer service.   The current price control financial model (RIIO-ED1) was agreed with Ofgem in November 2014 for  the period from 1 April 2015 to 31 March 2023.   Companies, including the Issuers, must also meet the guaranteed standards of performance, which are  set by Ofgem to ensure an appropriate level of quality of supply.  If a company fails to provide the level  of  service  specified  it  must,  subject  to  certain  exemptions,  make  a  fixed  payment  to  the  end  user  affected.   The RIIO framework is also used for price controls for transmission (RIIO-T1) and gas distribution  (RIIO-GD1), which started on 1 April 2013 and runs until 31 March 2021.   Ofgem  has  made  a  number  of  decisions  already  about  the  second  RIIO  price  control  for  Gas  and  Transmission companies.  As noted above, the framework is still evolving with key decisions specific  to  the  future  price  control  model  for  electricity  distribution  (RIIO-ED2)  still  to  be  discussed  and  finalised.  Description of Western Power Distribution (East Midlands) plc   WPDE is the regulated monopoly distributor of electricity in the East Midlands area of England. WPDE  was incorporated as a public limited company under the Companies Act 1985 on 1 April 1989. The  registered office of WPDE is at Avonbank, Feeder Road, Bristol, BS2 0TB and its telephone number is  + 44-117- 9332000. WPDE joined the WPD Group on 1 April 2011.    WPDE, formerly known as Central Networks East plc, changed its name to Western Power Distribution  (East Midlands) plc on 1 April 2011.  At the date of this Prospectus WPDE has no subsidiary companies.   Its network covers approximately 16,000 square kilometres, extending from the Lincolnshire coast to  the outskirts of Coventry, and from Milton Keynes in the south to the Derbyshire Peak District in the  north. As a result, it serves a diverse customer base including large urban areas such as Nottingham,  Derby, Northampton and Leicester, as well as rural communities.   As at 31 March 2020, WPDE distributed electricity to approximately 2.7 million customers through  approximately 74,000 kilometres of network.   Description of Western Power Distribution (West Midlands) plc   WPDW is the regulated monopoly distributor of electricity in the  West Midlands  area of England.  WPDW was incorporated as a public limited company under the Companies Act 1985 on 1 April 1989.                                       110 





 






   The registered office of WPDW is at Avonbank, Feeder Road, Bristol, BS2 0TB and its telephone  number is + 44-117-9332000. WPDW joined the WPD Group on 1 April 2011.    WPDW,  formerly  known  as  Central  Networks  West  plc,  changed  its  name  to  Western  Power  Distribution (West Midlands) plc on 1 April 2011.   At the date of this Prospectus WPDW has no subsidiary companies.   Its network covers approximately 13,300 square kilometres, extending from the outskirts of Bristol in  the south to Staffordshire in the north and from approximately the M6 motorway to the Welsh border.  As  a  result,  WPDW  serves  a  diverse  customer  base  including  England’s  second  largest  city,  Birmingham, as well as rural communities.   As  at  31  March  2020,  WPDW  distributed  electricity  to  almost  2.5  million  customers  through  approximately 65,000 kilometres of network.   Description of Western Power Distribution (South West) plc   WPD  South  West  is  the  regulated  monopoly  distributor  of  electricity  in  the  south-western  area  of  England. WPD South West was incorporated as a public limited company under the Companies Act  1985 on 1 April 1989. The registered office of WPD South West is Avonbank, Feeder Road, Bristol,  BS2 0TB. Its telephone number is + 44-117-933-2000. WPD South West joined the WPD Group on 1  April 2011.   WPD South West, formerly known as South Western Electricity plc,  changed its name to Western  Power Distribution (South West) plc on 31 July 2001.   At the date of this Prospectus WPD South West has no subsidiary companies.   Its network covers approximately 14,400 square kilometres, extending from Bristol and Bath in the  northeast, southwest along the peninsula to Land’s End and beyond to the Isles of Scilly. WPD South  West serves a diverse customer base from the largest cities and towns in WPD South West’s service  area of Bath, Bristol, Exeter, Plymouth and Taunton to small rural communities.   As at 31 March 2020, WPD South West distributed electricity to almost 1.6 million customers through  approximately 51,000 kilometres of network.     Description of Western Power Distribution (South Wales) plc   WPD South Wales is the regulated monopoly distributor of electricity in South Wales. WPD South  Wales was incorporated as a public limited company under the Companies Act 1985 on 1 April 1989.  The registered office of WPD South Wales is Avonbank, Feeder Road, Bristol, BS2 0TB. Its telephone  number is + 44-117-933-2000. WPD South Wales joined the WPD Group on 1 April 2011.    WPD South Wales, formerly known as South Wales Electricity plc, changed its name to Western Power  Distribution (South Wales) plc on 31 July 2001.   At the date of this Prospectus WPD South Wales has no subsidiary companies.   Its network covers approximately 11,800 square kilometres. The service area in Wales covers the south  of  the  country.  It  covers  an  extremely  diverse  region  including  areas  such  as  the  Brecon  Beacons  National Park to the north, the Pembrokeshire Coast National Park in the west and the city of Cardiff  in the south. The largest cities and towns in WPD South Wales’ service area are Cardiff, Swansea and  Newport. Most of the population of South Wales is located in the coastal belt region between Newport  and Llanelli, (to the east and west of Cardiff), or in the valleys region to the north of this coastal belt.  The remainder of the area is sparsely populated.                                       111 





 






   As  at  31  March  2020,  WPD  South  Wales  distributed  electricity  to  1.1  million  customers  through  approximately 36,000 kilometres of network.   Board of Directors   The Directors of the four Issuers are listed below:    Name              Position   P Swift           Chief Executive Officer   I R Williams      Finance Director   A J Sleightholm   Resources and External Affairs Director   G Halladay        Operations Director   M E Fletcher      Sufficiently Independent Director*   A J Cardew        Sufficiently Independent Director*  *As required by Ofgem.   The business address of each of the Directors is Avonbank, Feeder Road, Bristol BS2 0TB.  No Director  has any actual or potential conflict of interest between his or her duties to WPDE, WPDW, WPD South  West and WPD South Wales and his or her private interests and/or other duties.    Pensions – WPDE and WPDW   Background   WPDW and WPDE (together the Midlands Issuers) have an obligation to fund pensions in a number  of  pension  arrangements.  The  pension  arrangement  which  currently  represents  the  majority  of  the  funding the Midlands Issuers will be required to make towards their pension arrangements is the Central  Networks Group (the Central Networks Group) of the Electricity Supply Pension Scheme (the ESPS).  The Central Networks Group is closed to new members and new employees join the Issuers’ Defined  Contribution Scheme called the Western Power Pension Scheme (or WPPS).   The Central Networks Group is a sectionalised group of the ESPS which was established on 1 April  2011 in order to receive a transfer of the assets and liabilities of the current and former employees of  the Midlands Issuers or certain of their subsidiaries who were members of the E.On Group of the ESPS.    Actuarial Deficit Repair Plan – Central Networks Group   The 31 March 2019 Actuarial Valuation found an actuarial deficit of £348.3 million. The Recovery  Plan agreed with the Trustees is expected to repair the deficit in 5 years and 4 months. The Recovery  Plan includes an element of asset outperformance and deficit repair contributions totalling £244 million.    The estimated deficit at 31 May 2020 on a “roll-forward” basis was £287 million.   Other Cash contributions   In  addition  to  contributions  to  eliminate  the  deficit,  the  Midlands  Issuers  will  be  required  to  pay  contributions at the required contribution rate towards the benefits that members will continue to accrue  in the Central Networks Group and the WPPS, along with contributions to meet the running costs of  the Central Networks Group and the Pension Protection Fund levies payable.                                        112 





 






   Accounting   From an accounting perspective the funding position for the Central Networks Group under Financial  Reporting Standard IAS 19 as at 31 March 2020 was £316.8 million in credit, as compared to £61.33  million in credit as at 31 March 2019.  This is mainly due to a fall in the RPI inflation assumption and  thus a lower value being placed on the liabilities at year-end than was expected at the beginning of the  year.  Pensions – WPD South West and WPD South Wales   Background   WPD  South  West  and  WPD  South  Wales  (together  the WW  Issuers)  have  an  obligation  to  fund  pensions in a number of pension arrangements. The pension arrangement requirements in relation to  the WPD ESPS Schemes currently represent the majority of the pension funding requirements the WW  Issuers  will  be  required  to  meet.  The  WPD  ESPS  Schemes  are  closed  to  new  members  and  new  employees are to join the WPPS.   In addition, WPD South Wales is the principal employer of the Western Power Utilities Pension Scheme  (WPUPS), which is  a defined  benefit scheme providing benefits  to previous  employees  of various  Hyder group companies and was transferred from Hyder in April 2002. However PPL WPD Limited  has taken financial responsibility for this scheme. Hyder (in liquidation) was acquired by an affiliate of  PPL WPD Limited and previously owned WPD South Wales. WPUPS is closed to new members and  future accrual.   WPD (South Wales) is also the principal employer of the Infralec 92 Pension Scheme (I92), which is a  hybrid  defined  contribution/defined  benefit  scheme  providing  benefits  to  previous  employees  of  a  Hyder group subsidiary company formerly known as Swalec and which was transferred from Swalec  in August 2000.   Actuarial Deficit Repair Plan – The WW Issuers obligation under the WPD ESPS Schemes   The 31 March 2019 Actuarial Valuation found an actuarial deficit of £271.7 million. The Recovery  Plan agreed with the Trustees is expected to repair the deficit in 5 years and 8 months.  The Recovery  Plan  includes  an  element  of  asset  outperformance  and  deficit  repair  contributions  totalling  £214.6  million.   The estimated deficit at 31 May 2020 on a “roll-forward” basis was £260.2 million.   Actuarial Surplus – WPUPS   The actuarial surplus in relation to the 31 March 2019 Actuarial Valuation was £33.1 million.   The estimated surplus at 31 May 2020 on a “roll-forward” basis was £47.0 million.   Actuarial Deficit Repair Plan – I92   The 31 March 2019 Actuarial Valuation found an actuarial deficit of £1.19 million. The Recovery Plan  agreed with the Trustees is expected to repair the deficit in 5 years and 6 months.  The Recovery Plan  includes an element of asset outperformance and deficit repair contributions totalling £0.94 million.   The estimated deficit at 31 May 2020 on a “roll-forward” basis was £2 million.   Other Cash contributions   In addition to contributions to eliminate the deficit, the WW Issuers will be required to pay contributions  at the required contribution rate towards the benefits that members will continue to accrue in the WPD                                       113 





 






   ESPS Schemes and the WPPS, along with contributions to meet the running costs of the WPD ESPS  Schemes, the WPUPS, the WPPS, I92 and the Pension Protection Fund levies payable.   Accounting   From an accounting perspective the funding position for the WW Issuers’ obligations under the WPD  ESPS Schemes under Financial Reporting Standard IAS 19 as at 31 March 2020 was £130.66 million  in credit, as compared to £51.85 million in debit as at 31 March 2019. The comparative figures for  WPUPS were £149.44 million in credit as at 31 March 2020, as compared to £97.87 million in credit  as at 31 March in 2019, and for I92 they were £2.51 million in credit as at 31 March 2020, as compared  to £2.57 million in credit as at 31 March in 2019.  These improvements are mainly due to a fall in the  RPI inflation assumption and thus a lower value being placed on the liabilities at the year-end than  expected at the beginning of the year. The deterioration of I92 was due to underperformance of the  assets as compared to the liabilities.                                        114 





 






                                   TAXATION   UK Taxation   The following is  a summary  of each Issuer’s  understanding of  current UK law  and  published  HM  Revenue & Customs (HMRC) practice relating only to the UK withholding tax treatment of payments  of  interest  (as  that  term  is  understood  for UK tax  purposes)  in  respect  of  the  Notes.  It  does  not  necessarily apply where income is deemed for tax purposes to be the income of any other person. Some  aspects do not apply to certain classes of person to whom special rules may apply and it is not intended  to be exhaustive. It does not deal with any other UK taxation implications of acquiring, holding or  disposing of the Notes. The UK tax treatment of prospective Noteholders depends on their individual  circumstances and may be subject to change in the future. Prospective Noteholders who may be subject  to tax in a jurisdiction other than the UK or who may be unsure as to their tax position should seek  their own professional advice.   Interest on the Notes   Payments of interest on the Notes may be made without deduction of or withholding on account of UK  income tax provided that the Notes carry a right to interest and the Notes are and continue to be listed  on a “recognised stock exchange”, within the meaning of section 1005 of the Income Tax Act 2007 or  are admitted to trading on a multilateral trading facility operated by an EEA-regulated recognised stock  exchange within the meaning of section 987 of the Income Tax Act 2007. The London Stock Exchange  is a recognised stock exchange. Securities will be treated as listed on the London Stock Exchange if  they are included in the Official List (within the meaning of, and in accordance with, the provisions of  Part 6 of the Financial Services and Markets Act 2000) and admitted to trading on the London Stock  Exchange. Provided, therefore, that the Notes carry a right to interest and are and remain so listed on a  “recognised stock exchange”, interest on the Notes will be payable without withholding or deduction  on account of UK tax.   Payments of interest on the Notes may be made without withholding or deduction on account of UK  tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme  or arrangement or borrowing intended to be capable of remaining outstanding for more than 364 days.   In other cases, an amount must generally be withheld from payments of interest on the Notes that have  a UK source on account of UK income tax at the basic rate (currently 20 per cent.), subject to any other  available exemptions and reliefs. However, where an applicable double tax treaty provides for a lower  rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a  notice to the Relevant Issuer to pay interest to the Noteholder without deduction or tax (or for interest  to be paid with tax deducted at the rate provided for in the relevant double tax treaty).   Foreign Account Tax Compliance Act   Pursuant  to  certain  provisions  of  the  U.S.  Internal  Revenue  Code  of  1986,  commonly  known  as  “FATCA”, a “foreign financial institution” (as defined by FATCA) may be required to withhold on  certain  payments  it  makes  (foreign  passthru  payments)  to  persons  that  fail  to  meet  certain  certification, reporting  or  related  requirements.  A  number  of jurisdictions  (including the UK) have  entered into, or have agreed in substance to, intergovernmental agreements with the United States to  implement FATCA (IGAs), which modify the  way in which FATCA applies in their jurisdictions.  Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction  would generally not be required to withhold under FATCA or an IGA from payments that it makes.  Certain  aspects  of  the  application  of  FATCA  provisions  and IGAs  to  instruments  such  as  Notes,  including whether withholding would ever be required pursuant to FATCA or an IGA with respect to  payments  on  instruments  such  as  the  Notes,  are  uncertain  and  may  be  subject  to  change.  Even  if  withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments  such as Notes, such withholding would not apply prior to the date that is two years after the date on  which final regulations defining foreign passthru payments are published in the U.S. Federal Register                                       115 





 






   and Notes characterised as debt (or which are not otherwise characterised as equity and have a fixed  term) for U.S. Federal tax purposes that are issued on or prior to the date that is six months after the  date  on  which  final regulations defining foreign  passthru  payments  are  filed  with the  U.S.  Federal  Register  generally  would  be  grandfathered  for  purposes  of  FATCA  withholding  unless  materially  modified after such date (including by reason of a substitution of the Issuer). However, if additional  Notes  (as  described  under  “Terms  and  Conditions  of  the  Notes – Further  Issues”)  that  are  not  distinguishable from previously issued Notes are issued after the expiration of the grandfathering period  and are subject to withholding under FATCA, then withholding agents may treat all Notes, including  the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under  FATCA. Holders should consult their own tax advisers regarding how these rules may apply to their  investment in the Notes.                                           116 





 






                            SUBSCRIPTION AND SALE   The Dealers have, in the Dealer Agreement, agreed with the Issuers a basis upon which they or any of  them  may  from  time  to  time  agree  to  purchase  Notes (other  than  any  Retained  Notes).  Any  such  agreement will extend to those matters stated under “Form of the Notes” and “Terms and Conditions of  the Notes”. In the Dealer Agreement, the Issuers have agreed to reimburse the Dealers for certain of  their expenses in connection with the establishment and any future update of the Programme and the  issue  of Notes (including any  Retained  Notes) under the  Programme  and to indemnify the  Dealers  against certain liabilities incurred by them in connection therewith.   United States   The Notes have not been and will not be registered under the Securities Act and may not be offered or  sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an  exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  Terms used in this paragraph have the meanings given to them by Regulation S.   The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the  United States or its possessions or to a United States person, except in certain transactions permitted by  U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal  Revenue Code of 1986 and regulations promulgated thereunder.   Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will  be required to represent and agree, that, it will offer and sell Notes (i) as part of their distribution at any  time or (ii) otherwise until 40 days after the later of the commencement of the offering of any Series of  Notes or the closing date related to such Series of Notes (such period, the Distribution Compliance  Period) only in accordance with Rule 903 of Regulation S. Each Dealer has further agreed, and each  further Dealer appointed under the Programme will be required to agree, that it will send to each dealer  to which it sells any Notes during the Distribution Compliance Period a confirmation or other notice  setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the  account or benefit of, U.S. persons.   Until the end of the Distribution Compliance Period for any Series of Notes, an offer or sale of such  Notes within the United States by any dealer (whether or not participating in the offering) may violate  the  registration  requirements  of  the  Securities  Act  if  such  offer  or  sale  is  made  otherwise  than  in  accordance with an available exemption from registration under the Securities Act.   Each  issuance  of  Indexed  Notes  shall  be  subject  to  such  additional  U.S.  selling  restrictions  as  the  Relevant Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes,  which additional selling restrictions shall be set out in the applicable Final Terms.   Prohibition of Sales to EEA and UK Retail Investors   Unless the Final Terms (or Pricing Supplement, as the case may be) in respect of any Notes specifies  the  “Prohibition  of  Sales  to  EEA and  UK Retail  Investors”  as  “Not  Applicable”,  each  Dealer  has  represented and agreed, and each further Dealer appointed under the Programme will be required to  represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or  otherwise  make  available  any  Notes  which  are the  subject  of  the  offering  contemplated  by  this  Prospectus as completed by the Final Terms (or Pricing Supplement, as the case may be) in relation  thereto to any retail investor in the EEA or in the UK. For the purposes of this provision:   (a)  the expression retail investor means a person who is one (or more) of the following:        (i)   a retail client as defined in point (11) of Article 4(1) of MiFID II;                                        117 





 






        (ii)  a  customer  within  the  meaning  of  the  Insurance  Distribution  Directive,  where  that             customer would not qualify as a professional client as defined in point (10) of Article             4(1) of MiFID II; or        (iii) not a qualified investor as defined in the Prospectus Regulation; and   (b)  the expression “offer” includes the communication in any form and by any means of sufficient       information on the terms of the offer and the Notes to be offered so as to enable an investor to       decide to purchase or subscribe for the Notes.   If  the  Final  Terms (or  Pricing Supplement,  as  the  case  may  be) in  respect  of  any  Notes  specifies  “Prohibition of Sales to EEA and UK Retail Investors” as “Not Applicable”, in relation to each Member  State of the EEA and the UK (each, a Relevant State), each Dealer has represented and agreed, and  each further Dealer appointed under the Programme will be required to represent and agree, that it has  not made and will not make an offer of Notes which are the subject of the offering contemplated by this  Prospectus as completed by the final terms in relation thereto to the public in that Relevant State except  that it may make an offer of such Notes to the public in that Relevant State:   (a)  at  any  time  to  any  legal  entity  which  is  a  qualified  investor  as  defined  in  the  Prospectus       Regulation;   (b)  at any time to fewer than 150 natural or legal persons (other than qualified investors as defined       in the Prospectus Regulation) subject to obtaining the prior consent of the relevant Dealer or       Dealers nominated by the Relevant Issuer for any such offer; or   (c)  at any time in any other circumstances falling within Article 1(4) of the Prospectus Regulation,   provided that no such offer of Notes referred to in (a) to (c) above shall require the Relevant Issuer or  any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a  prospectus pursuant to Article 23 of the Prospectus Regulation.   For the purposes of this provision the expression “an offer of Notes to the public” in relation to any  Notes in any Relevant State means the communication in any form and by any means of sufficient  information on the terms of the offer and the Notes to be offered so as to enable an investor to decide  to purchase or subscribe for the Notes.    Belgium   Each Dealer has  represented,  warranted and  agreed  that it has not offered, sold or otherwise made  available,  and  will  not  offer,  sell  or  otherwise  make  available,  any  Notes  to  consumers  (consumenten/consommateurs) within the meaning of the Belgian Code of Economic Law, as amended  from time to time (Wetboek van economisch recht/Code de droit économique) (i.e., any natural person  acting for purposes which are outside his/her trade, business or profession).   The Notes may be held only by, and transferred only to, eligible investors referred to in Article 4 of the  Belgian Royal Decree of 26 May 1994, holding their securities in an exempt securities account that has  been opened with a financial institution that is a direct or indirect participant in the X/N securities and  cash clearing system.   Selling Restrictions Addressing Additional United Kingdom Securities Laws   Each Dealer has represented and agreed and each further Dealer appointed under the Programme will  be required to represent and agree that:   (a)  in relation to any Notes which have a maturity of less than one year (i) it is a person whose       ordinary activities involve it in acquiring, holding managing or disposing of investments (as                                        118 





 






        principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not       offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring,       holding, managing or disposing of investments (as principal or as agent) for the purposes of       their businesses  or who it is  reasonable  to expect will acquire,  hold, manage or dispose  of       investments (as principal or agent) for the purposes of their businesses, where the issue of the       Notes would otherwise constitute a contravention of section 19 of the Financial Services and       Markets Act 2000, as amended (the FSMA) by the Relevant Issuer;   (b)  it has only communicated or caused to be communicated and will only communicate or cause       to be communicated an invitation or inducement to engage in investment activity (within the       meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any       Notes in circumstances in which section 21(1) of the FSMA does not apply to the Relevant       Issuer; and   (c)  it has complied and will comply with all applicable provisions of the FSMA with respect to       anything  done  by  it  in  relation  to  any  Notes  in,  from  or  otherwise  involving  the United       Kingdom.   Singapore   Each Dealer has acknowledged that this Prospectus has not been registered as a prospectus with the  Monetary Authority  of  Singapore.  Accordingly,  each  Dealer  has  represented  and  agreed,  and  each  further Dealer appointed under the Programme will be required to represent and agree, that it has not  offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription  or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation  for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this  Prospectus or any other document or material in connection with the offer or sale, or invitation for  subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other  than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter  289) of Singapore as modified or amended from time to time (the SFA)) pursuant to Section 274 of the  SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of  the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions  specified  in  Section  275,  of  the  SFA,  or  (iii)  otherwise  pursuant  to,  and  in  accordance  with  the  conditions of, any other applicable provision of the SFA.   Where Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:    (a)   a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the        sole business of which is to hold investments and the entire share capital of which is owned by        one or more individuals, each of whom is an accredited investor; or   (b)   a  trust  (where  the  trustee  is  not  an  accredited  investor)  whose  sole  purpose  is  to  hold        investments and each beneficiary of the trust is an individual who is an accredited investor,    securities or securities-based derivative contracts (each term as defined in Section 2(1) of the SFA) of  that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be  transferred within six months after that corporation or that trust has acquired the Notes pursuant to an  offer made under Section 275 of the SFA except:   (a)   to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to        any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the        SFA;   (b)   where no consideration is or will be given for the transfer;    (c)   where the transfer is by operation of law;                                        119 





 






   (d)   as specified in Section 276(7) of the SFA; or   (e)   as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities        and Securities-based Derivative Contracts) Regulations 2018.   General   Each Dealer has agreed and each further Dealer appointed under the Programme will be required to  agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and  regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses  or distributes this Prospectus and will obtain any consent, approval or permission required by it for the  purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction  to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the  Relevant Issuer, the Note Trustee nor any of the other Dealers shall have any responsibility therefor.   Neither the Relevant Issuer, the Note Trustee nor any of the Dealers represents that Notes may at any  time  lawfully  be  sold  in  compliance  with  any  applicable  registration  or  other  requirements  in  any  jurisdiction,  or  pursuant  to  any  exemption  available  thereunder,  or  assumes  any  responsibility  for  facilitating such sale.   With regard to each Tranche, the relevant Dealer will be required to comply with such other restrictions  as the Relevant Issuer and the relevant Dealer shall agree.                                        120 





 






                             GENERAL INFORMATION   Authorisation   The establishment of the Programme and the issue of Notes have been duly authorised by resolutions  of  the  Board  of  Directors  of each  of  the  Issuers passed  on  4  September  2013.  The  update  of  the  Programme has been duly authorised by a resolution of the Board of Directors of each of the Issuers  passed on 13 August 2020.   Each issue of Notes under the Programme will be authorised by the Committee of the Board of Directors  of the Relevant Issuer.   Listing of Notes   It is expected that each Tranche of Notes which is to be admitted to the Official List and to trading on  the regulated market of the London Stock Exchange will be admitted separately as and when issued,  subject only to the issue of a Global Note or Notes initially representing the Notes of such Tranche.  Application has been made to the FCA for Notes issued under the Programme to be admitted to the  Official List and to be admitted to trading on the regulated market of the London Stock Exchange. The  listing of the Programme in respect of Notes is expected to be granted on or before 26 August 2020.   Documents Available   For the period of 12 months following the date of this Prospectus, copies of the documents referred to  in  the  section  “Documents  Incorporated  by  Reference”  and  the  following  documents  will,  when  published, be available from the registered office of each Issuer and from the specified office of the  Paying  Agents  for  the  time  being  in  London and  at  the  Issuers’  website  at:  www.westernpower.co.uk/about-us/financial-information:   (a)  the memorandum and articles of association of each Issuer;    (b)  the Agency Agreement;   (c)  the Trust Deed; and   (d)  a copy of this Prospectus and of any supplements thereto.   Once the Custody Agreement has been entered into, it will also be available in the manner described in  the preceding paragraph.    In  addition, the  documents  referred  to in the  section “Documents  Incorporated by  Reference”,  this  Prospectus and each Final Terms relative to the Notes which are admitted to trading on the regulated  market of the London Stock Exchange are also available at the website of the Regulatory News Service  operated     by        the       London       Stock       Exchange       at:  http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.   Clearing Systems   The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which  are the entities in charge of keeping records). The appropriate Common Code and ISIN for each Tranche  of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Final  Terms. If the Notes are to clear through an additional or alternative clearing system the appropriate  information will be specified in the applicable Final Terms.   The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, 1210 Brussels,  Belgium and the address of Clearstream, Luxembourg is Clearstream Banking S.A., 42 Avenue JF  Kennedy, L-1855 Luxembourg.                                       121 





 






   Conditions for determining price   The price and amount of Notes to be issued under the Programme will be determined by the Relevant  Issuer and the relevant Dealer at the time of issue in accordance with prevailing market conditions.   Material Contracts   There are no material contracts entered into other than in the ordinary course of the Issuers’ businesses  which could result in either being under an obligation or entitlement that is material to the Issuers’  ability to meet their obligations to Noteholders in respect of the Notes being issued.   Significant or Material Change   There has been no significant change in the financial position or financial performance of the WPD  Group since 31 March 2020 to the date of this Prospectus and there has been no material adverse change  in the prospects of any of the Issuers since 31 March 2020 to the date of this Prospectus.    Litigation   There are no governmental, legal or arbitration proceedings (including any such proceedings which are  pending or threatened of which any Issuer is aware) of any of the Issuers in the 12 months preceding  the date of this Prospectus which may have or have in the recent past had a significant effect on the  financial position or profitability of any of the Issuers and/or the WPD Group.    Auditors   Deloitte LLP, registered to carry out audit work by the Institute of Chartered Accountants in England  and Wales, have audited, without qualification, in accordance with International Standards on Auditing  (UK and Ireland) issued by the Auditing Practices Board the financial statements of WPD South West,  WPD South Wales, WPDW and WPDE for the financial years ended on 31 March 2019 and 31 March  2020.   Deloitte LLP, as incumbent auditors of the Issuers, do not have any material interest in any Issuer.   The audit reports in respect of the financial years ended 31 March 2019 and 31 March 2020 for WPD  South West, WPD South Wales, WPDW and WPDE contain the statement that such report is made  solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies  Act 2006 and that their audit work has been undertaken  so that they might state to the company’s  members those matters they are required to state to them in an auditor’s report and for no other purpose.   Such  a  statement  is  recommended  in  guidance  issued  by  the  Institute  of  Chartered  Accountants  in  England and Wales for inclusion in all Section 235 and Chapter 3 of Part 16 audit reports (as applicable)  produced by audit firms.   Post-issuance information   The Issuers do not intend to provide any post-issuance information in relation to any issues of Notes.   Dealers transacting with the Issuers   Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment  banking and/or commercial banking transactions with, and may perform services for the Issuers, other  members of the WPD Group and their affiliates in the ordinary course of business. Certain of the Dealers  may from time to time also enter into swap and other derivative transactions with the Issuers and their  respective affiliates. Certain of the Dealers and their affiliates may have positions, deal or make markets  in the Notes issued under the Programme, related derivatives and reference obligations, including (but  not limited to) entering into hedging strategies on behalf of the Issuers, other members of the WPD                                       122 





 






   Group  and  their affiliates,  investor  clients,  or  as  principal in  order  to manage  their  exposure,  their  general market risk, or other trading activities.   In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make  or hold a broad array of investments and actively trade debt and equity securities (or related derivative  securities) and financial instruments (including bank loans) for their own account and for the accounts  of their customers. Such investments and securities activities may involve securities and/or instruments  of the Issuers or the Issuers’ affiliates. Certain of the Dealers or their affiliates that have a lending  relationship with the Issuers routinely hedge their credit exposure to the Issuers consistent with their  customary risk management policies. Typically, such Dealers and their affiliates would hedge such  exposure by entering into transactions which consist of either the purchase of credit default swaps or  the creation of short positions in securities, including potentially the Notes issued under the Programme.  Any such positions could adversely affect future trading prices of Notes issued under the Programme.  The Dealers and their affiliates may also make investment recommendations and/or publish or express  independent research  views  in respect of such securities  or financial instruments  and  may  hold, or  recommend to clients that they acquire, long and/or short positions in such securities and instruments.                                       123 





 






                            INDEX OF DEFINED TERMS  30/360 ............................................................... 73 Common Depositary ........................................... 2  30E/360 ............................................................. 73 Common Safekeeper ........................................... 2  30E/360 (ISDA) ................................................ 74 Conditions ....................................... 21, 32, 45, 57  360/360 ............................................................. 73 consolidated ...................................................... 90  Actual/360 ......................................................... 73 control ............................................................... 90  Actual/365 (Fixed) ............................................ 73 Couponholders .................................................. 57  Actual/365 (Sterling) ........................................ 73 Coupons ............................................................ 57  Actual/Actual .................................................... 73 CPI .............................................................. 20, 91  Actual/Actual (ISDA) ....................................... 73 CPI Gilt ............................................................. 80  Actual/Actual-ICMA ........................................ 74 CPI Make-Whole Redemption Rate ................. 80  Additional Financial Centre(s) .......................... 95 CPIH ........................................................... 17, 91  Adjustment Spread ............................................ 68 CPIHm–t ........................................................... 92  Affiliate ............................................................. 90 CPIm–t .............................................................. 92  Agency Agreement ........................................... 57 CRA Regulation ................................................. 3  Agents ............................................................... 57 Custodian .................................................... 12, 57  Alternative Clearing System ............................. 26 Custody Agreement .................................... 12, 57  Alternative Reference Rate ............................... 69 date for payment ............................................... 89  Amortised Face Amount ................................... 77 Day Count Fraction .......................................... 73  Arranger .............................................................. 4 Dealer ................................................................. 1  Bank .................................................................. 93 Dealer Agreement ............................................... 1  Base Index Figure ............................................. 90 Dealers ................................................................ 1  Bearer Notes...................................................... 58 Designated Maturity ................................... 63, 75  Benchmark Amendments .................................. 67 Determination Date ........................................... 75  Benchmark Event .............................................. 65 Determination Period ........................................ 75  Benchmarks....................................................... 19 Distribution Compliance Period ..................... 117  Benchmarks Regulation ...................................... 6 Distribution Licence ......................................... 91  Bond Basis ........................................................ 73 Distribution Services Area ................................ 85  borrowed money ............................................... 61 distributor ..................................................... 5, 31  business day ................................................ 60, 95 DNO ................................................................. 17  Business Day ..................................................... 72 DNOs ................................................................ 17  Calculation Agent ............................................. 63 ECB .................................................................. 42  Calculation Agent(s) ......................................... 57 EEA ........................................................ 4, 31, 44  Calculation Date................................................ 90 ESMA ............................................................. 3, 6  Calculation Period ............................................. 73 EURIBOR ........................................................... 6  Capital and Reserves ......................................... 90 Eurobond Basis ................................................. 73  Central Networks Group ................................. 112 Euroclear ....................................................... 2, 59  Certificate ............................................................ 2 Euro-zone ......................................................... 75  Certificates ........................................................ 58 Events of Default .............................................. 96  Certification ...................................................... 27 Exchange Date .................................................. 27  CGNs .................................................................. 2 Excluded Subsidiary ......................................... 98  Classic Global Notes ........................................... 2 Exempt Notes ..................................................... 2  Clearstream, Luxembourg ............................. 2, 59 Exercise Notice ................................................. 83  Code .................................................................. 94 Expert ............................................................... 89                                        124 





 






   FCA ..................................................................... 1 Limited Index Ratio .......................................... 92  FCA Announcements ........................................ 20 Limited Indexation Factor ................................ 92  Final Terms ................................................... 2, 32 Limited Indexation Month ................................ 92  Financial Adviser .............................................. 80 Limited Indexed Notes ..................................... 92  Floating Rate ..................................................... 63 London Stock Exchange ............................... 1, 80  Floating Rate Option ......................................... 63 Make-Whole Redemption Date ........................ 79  foreign passthru payments .............................. 115 Make-Whole Redemption Rate ........................ 80  FSMA .............................................................. 119 Maximum Indexation Factor ............................ 93  Global Certificate ................................................ 2 Midlands Issuers ............................................. 112  Global Certificates ............................................ 11 MiFID II ................................................. 1, 31, 44  Global Note ......................................................... 2 MiFID Product Governance Rules ..................... 6  Group ................................................................ 91 Minimum Indexation Factor ............................. 93  HMRC ............................................................. 115 Moody’s .............................................................. 2  holder ................................................................ 59 Negative Certification ....................................... 84  IA Determination Cut-off Date ......................... 65 Negative Rating Event ...................................... 85  ICSD ................................................................. 42 Net Debt ............................................................ 61  IFA .............................................................. 91, 92 NGN ................................................................... 2  IGAs ................................................................ 115 Non-recourse Indebtedness ............................... 98  IIS ...................................................................... 17 Note Trustee ..................................................... 57  Independent Adviser ......................................... 70 Noteholder ........................................................ 59  Index ................................................................. 91 Notes ................................................. 1, 32, 45, 57  Index Event ....................................................... 78 Notional RPI Bond ........................................... 81  Index Figure ...................................................... 91 NSS ..................................................................... 2  Index Figure applicable (IFA) .......................... 91 Official List ........................................................ 1  Index Linked Interest Notes .............................. 92 Ofgem ......................................................... 16, 62  Index Linked Redemption Notes ...................... 92 Paying Agents ................................................... 57  Index Ratio ........................................................ 92 permanent Global Note ....................................... 2  Indexation Adviser ............................................ 93 PPL ................................................................... 17  Indexed Benchmark Gilt ................................... 92 Pre-Maturity Call Option Date ......................... 82  Indexed Notes ............................................. 21, 92 Pricing Supplement............................................. 2  Insurance Distribution Directive ............. 5, 31, 44 PRIIPs Regulation .................................. 5, 31, 44  interest ............................................................... 96 principal ............................................................ 96  Interest Accrual Period ..................................... 75 Principal Amount Outstanding ......................... 79  Interest Amount ................................................ 75 Principal Subsidiary ........................................ 100  Interest Commencement Date ..................... 75, 76 Programme ......................................................... 1  Interest Determination Date .............................. 75 Prospectus ................................................... 32, 45  Interest Period ................................................... 76 Prospectus Regulation .......... 1, 4, 31, 32, 44, 118  Interest Period Date ........................................... 76 Put Date ............................................................ 84  ISDA Definitions .............................................. 76 Put Event .......................................................... 85  ISDA Rate ......................................................... 63 Put Event Notice ............................................... 84  Issuer ................................................. 1, 31, 45, 57 Put Period ......................................................... 84  Issuers ........................................................... 1, 57 Rate of Interest.................................................. 76  Issuing and Paying Agent ................................. 57 Rated Securities ................................................ 85  LIBOR ................................................................ 6 Rating Agency .................................................. 85                                        125 





 






   Rating Downgrade ............................................ 85 Swap Transaction ............................................. 63  Real Yield ......................................................... 81 Talons ............................................................... 57  Record Date ...................................................... 93 TARGET Business Day .................................... 72  Redeemed Notes ............................................... 80 TARGET System .............................................. 76  Redemption Reference CPI Gilt ....................... 80 TARGET2 ........................................................ 76  Redemption Reference RPI Gilt ....................... 81 temporary Global Note ....................................... 2  Reference Banks ............................................... 76 Tranche ....................................................... 11, 58  Reference Dealers ............................................. 81 Transfer Agents ................................................ 57  Reference Gilt ................................................... 93 Trust Deed ........................................................ 57  Reference Rate .................................................. 76 UK .......................................................... 2, 31, 44  Register ............................................................. 59 Wedge Value .................................................... 82  Registered Notes ........................................... 2, 58 Western Power Pension Scheme ...................... 18  Registrar ............................................................ 57 WPD ............................................................... 108  Regulation S ........................................................ 2 WPD ESPS Schemes ........................................ 18  Regulatory Asset Base ...................................... 62 WPD Group .................................................... 108  Relevant Date .................................................... 96 WPD South Wales ........................................ 1, 57  relevant Dealer .................................................... 1 WPD South Wales 2019 Annual Report .......... 23  Relevant Indebtedness ...................................... 62 WPD South Wales 2020 Annual Report .......... 24  Relevant Issuer .............................................. 1, 57 WPD South West .......................................... 1, 57  relevant month .................................................. 88 WPD South West 2019 Annual Report ............ 23  Relevant Nominating Body ............................... 70 WPD South West 2020 Annual Report ............ 23  Relevant Screen Page ........................................ 76 WPDE ........................................................... 1, 57  Relevant State ................................................. 118 WPDE 2019 Annual Report ............................. 23  Reset Date ......................................................... 63 WPDE 2020 Annual Report ............................. 23  Restructuring Event .......................................... 85 WPDW ......................................................... 1, 57  Restructuring Put Option .................................. 84 WPDW 2019 Annual Report ............................ 23  retail investor .................................................. 117 WPDW 2020 Annual Report ............................ 23  Retained Note Cancellation Date ...................... 93 WPPS ........................................................ 18, 112  Retained Notes .................................................. 93 WPUPS ........................................................... 113  RIIO-ED1 .......................................................... 16 WW Issuers .................................................... 113  RPI .............................................................. 17, 91 Yield Calculation Date ..................................... 82  RPI Adjusted Redemption Amount .................. 81   RPI Gilt ............................................................. 81  RPIm–2 ............................................................. 91  RPIm–3 ............................................................. 91  S&P ..................................................................... 2  Securities Act ...................................................... 2  Security Interest ................................................ 61  Series ................................................................. 11  Specified Currency ............................................ 76  Stabilisation Manager(s) ..................................... 8  Subsidiary ......................................................... 93  Subsidiary Undertaking .................................... 93  Successor Rate .................................................. 70                                        126 





 






                                                                              ISSUERS   Western Power Distribution (West Midlands) plc Western Power Distribution (East Midlands) plc                    Avonbank                                       Avonbank                   Feeder Road                                    Feeder Road                 Bristol BS2 0TB                                Bristol BS2 0TB                  United Kingdom                                 United Kingdom                                                                           Western Power Distribution (South West) plc   Western Power Distribution (South Wales) plc                    Avonbank                                       Avonbank                   Feeder Road                                    Feeder Road                 Bristol BS2 0TB                                Bristol BS2 0TB                  United Kingdom                                 United Kingdom                                                                                                                                                             NOTE TRUSTEE                                                                        HSBC Corporate Trustee Company (UK) Limited                                        8 Canada Square                                        London E14 5HQ                                         United Kingdom                                                                                                             ISSUING AND PAYING AGENT, REGISTRAR, TRANSFER AGENT,                            CALCULATION AGENT AND CUSTODIAN                                                                                       HSBC Bank plc                                        8 Canada Square                                        London E14 5HQ                                         United Kingdom                                                                                                                                    LEGAL ADVISERS                                                         To the Issuers as to English Law                 To the Arranger, the Dealers                                                      and the Note Trustee as to English Law                                                                                Latham & Watkins (London) LLP                     Simmons & Simmons LLP                  99 Bishopsgate                                   CityPoint                 London EC2M 3XF                              One Ropemaker Street                 United Kingdom                                London EC2Y 9SS                                                                 United Kingdom                                                                                         AUDITORS                                                                                         Deloitte LLP                                           Hill House                                        1 Little New Street                                       London EC4A 3TR                                         United Kingdom                                                                                                                                       ARRANGER                                                                                     NatWest Markets Plc                                         250 Bishopsgate                                       London EC2M 4AA                                         United Kingdom                                                                                                  





 






                                                 DEALERS    Banco Santander, S.A.                           Barclays Bank PLC   Ciudad Grupo Santander                         5 The North Colonnade      Edificio Encinar                                Canary Wharf  Avenida de Cantabria s/n                           London E14 4BB   28660, Boadilla del Monte                          United Kingdom       Madrid, Spain        HSBC Bank plc                         Lloyds Bank Corporate Markets plc      8 Canada Square                               10 Gresham Street      London E14 5HQ                                London EC2V 7AE       United Kingdom                                 United Kingdom   Mizuho International plc                     MUFG Securities EMEA plc       Mizuho House                                  Ropemaker Place       30 Old Bailey                               25 Ropemaker Street    London EC4M 7AU                                 London EC2Y 9AJ       United Kingdom                                 United Kingdom    NatWest Markets Plc                            RBC Europe Limited      250 Bishopsgate                                100 Bishopsgate    London EC2M 4AA                                 London EC2N 4AA      United Kingdom                                 United Kingdom