Commission File
Number
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Registrant; State of Incorporation;
Address and Telephone Number
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IRS Employer
Identification No.
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1-11459
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PPL Corporation
(Exact name of Registrant as specified in its charter)
(Pennsylvania)
Two North Ninth Street
Allentown, PA 18101-1179
(610) 774-5151
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23-2758192
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[ ]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d)
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Exhibits
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1.1 -
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Final Terms of WPD East Midlands £100,000,000 Index Linked Notes due 2043.
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PPL CORPORATION
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By:
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/s/ Vincent Sorgi
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Vincent Sorgi
Vice President and Controller
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1
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Issuer:
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Western Power Distribution (West Midlands) plc
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2
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(i)
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Series Number:
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3
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(ii)
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Tranche Number:
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1
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3
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Specified Currency or Currencies:
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Sterling
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4
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Aggregate Nominal Amount:
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£100,000,000
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5
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(i)
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Issue Price of Tranche:
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100 per cent. of the Aggregate Nominal Amount
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(ii)
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Net Proceeds:
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£99,375,000
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6
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(i)
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Specified Denominations:
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£100,000 and integral multiples of £l,000 in excess thereof up to and including £199,000. No Notes in definitive form will be issued with a denomination above £199,000.
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(ii)
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Calculation Amount:
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£1,000
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7
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(i)
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Issue Date:
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1 June 2011
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(ii)
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Interest Commencement Date:
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1 June 2011
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8
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Maturity Date:
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1 June 2043
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9
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Interest Basis:
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Index Linked Interest
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10
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Redemption/Payment Basis:
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Redemption at par
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11
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Change of Interest Basis or Redemption/ Payment Basis:
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Not Applicable
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12
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Put/Call Options:
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Investor Put
(further particulars specified below)
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13
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(i)
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Status of the Notes:
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Senior
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(ii)
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Date approval by Committee of the Board of Directors for issuance of Notes obtained:
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20 May 2011
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14
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Method of distribution:
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Syndicated
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Provisions Relating to Interest (if any) Payable
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15
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Fixed Rate Note Provisions
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Not Applicable
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16
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Floating Rate Note Provisions
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Not Applicable
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17
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Zero Coupon Note Provisions
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Not Applicable
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18
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Index Linked Interest Note Provisions
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Applicable
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(i)
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Index/Formula:
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UK Retail Price Index (RPI), as set out in the definition of "Index" or "Index figure" in Condition 7(a).
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(ii)
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Index Figure applicable:
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Any reference to the Index Figure applicable to a particular Calculation Date shall, subject as provided in Condition 7(c) (Changes in Circumstances Affecting the Index) and Condition 7(e) (Cessation of or Fundamental Changes to the Index) below, be calculated in accordance with the following formula:
(Day of Calculation Date - 1)
IFA = RPIm-3 + _____________________ (RPIm-2 RPIm-3)
(Days in month of Calculation Date)
and rounded to five decimal places (0.000005 being rounded upwards) and where:
IFA means the Index Figure applicable;
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;
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.
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(iii)
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Base Index Figure:
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232.5 (RPI figure for March 2011).
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(iv)
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Reference Gilt:
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UKTI 0.625 per cent. due 2042.
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(v)
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Interest Rate:
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2.671 per cent. per annum payable semi-annually in arrear on the Specified Interest Payment Dates.
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(vi)
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Calculation Agent:
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HSBC Bank plc
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(vii)
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Party responsible for calculating Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent):
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Not Applicable
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(viii)
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Provisions for determining Coupon where calculation by reference to Index and/or Formula is impossible or impracticable:
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Conditions 7(c) to (e) inclusive apply.
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(ix)
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Specified Interest Payment Dates:
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1 June and 1 December in each year, commencing 1 December 2011, subject to adjustment in accordance with the Following Business Day Convention in respect of payment dates only.
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(x)
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Business Day Convention:
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Following Business Day Convention
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(xi)
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Additional Business Centre(s):
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Not Applicable
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(xii)
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Minimum Rate of Interest:
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Not Applicable
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(xiii)
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Maximum Rate of Interest:
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Not Applicable
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(xiv)
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Day Count Fraction:
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Actual/Actual (ICMA)
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19
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Dual Currency Interest Note Provisions
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Not Applicable
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20
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Ratings Downgrade Rate Adjustment
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Not Applicable
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Provisions Relating to Redemption
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21
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Issuer Call
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Not Applicable
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22
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Investor Put
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Applicable (Condition 6(g) (Redemption at the Option of Noteholders on a Restructuring Event) applies).
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(i)
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Optional Redemption Date(s):
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On the Put Date (as specified in the relevant Put Event Notice).
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(ii)
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Notice period (if other than as set out in the Conditions):
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Not Applicable
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(iii)
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Optional Redemption Amounts of each Note and method, if any, of calculation of such amount(s):
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£1,000 per Calculation Amount
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23
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Final Redemption Amount of each Note:
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£1,000 per Calculation Amount
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24
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Early Redemption Amount of each Note payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required):
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£1,000 per Calculation Amount
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General Provisions Applicable to the Notes
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25
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Form of Notes:
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Bearer
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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.
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New Global Note:
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Yes
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26
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Additional Financial Centre(s) or other special provisions relating to Payment Dates:
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Not Applicable
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27
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Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
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A Talon will mature on 1 December 2023.
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28
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Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
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Not Applicable
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29
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Details relating to Instalment Notes:
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(i)
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Instalment Amount(s):
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Not Applicable
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(ii)
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Instalment Date(s):
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Not Applicable
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30
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Redenomination applicable:
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Redenomination not applicable
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31
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Other final terms:
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Not Applicable
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Distribution
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32
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(i)
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If syndicated, names of Managers:
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Barclays Bank PLC
The Royal Bank of Scotland plc
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(ii)
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Date of Subscription Agreement:
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27 May 2011
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(iii)
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Stabilising Manager (if any):
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Barclays Bank PLC
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33
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If non-syndicated, name of relevant Dealer:
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Not Applicable
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34
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U.S. Selling Restrictions:
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Reg. S Compliance Category 2; TEFRA D
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35
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Additional selling restrictions:
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Not Applicable
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1
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Listing and Admission to Trading
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(i)
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Listing and admission to trading:
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Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc and admitted to the Official List of the Financial Services Authority with effect from 1 June 2011.
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(ii)
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Estimate of total expenses related to admission to trading:
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£3,600
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2
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Ratings
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Ratings:
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The Notes to be issued have been rated:
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Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc.: BBB
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Moody’s Investor Services Limited: Baa1
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Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. and Moody's Investor Services Limited are established in the European Union and have applied for registration under Regulation (EU) No 1060/2009, although notification of the corresponding registration decisions have not yet been provided by the relevant competent authority.
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In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the Regulation (EU) No 1060/2009 (CRA Regulation) unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused.
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3
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Interests of Natural and Legal Persons Involved in the Issue
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So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
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4
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Reasons for the Offer, Estimated Net Proceeds and Total Expenses
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(i)
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Reasons for the offer
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General corporate purposes
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(ii)
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Estimated net proceeds:
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£99,375,000
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(iii)
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Estimated total expenses:
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Not Applicable
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5
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Yield
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Not Applicable
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6
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Performance of Index/Formula, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Underlying
|
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Information on the UK Retail Price Index can be found on Bloomberg page UKRPI.
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7
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Performance of Rate[s] of Exchange and Explanation of Effect on Value of Investment
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Not Applicable
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8
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Operational Information
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(i)
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ISIN Code:
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XS0632038666
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(ii)
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Common Code:
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063203866
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(iii)
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Any clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, société anonyme and the relevant identification
number(s):
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Not Applicable
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(vi)
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Delivery:
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Delivery against payment
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(v)
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Names and addresses of additional Paying Agent(s) (if any):
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Not Applicable
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(vi)
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Intended to be held in a manner which would allow Eurosystem eligibility:
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No
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