Bank of Scotland Plc
20 September 2007
HBOS Group Reorganisation Act 2006
17 September 2007
PENDEFORD MASTER ISSUER PLC (the Issuer)
The following is a notice to the holders of the Notes (as defined below) issued
by the Issuer on 12 April 2007.
The Issuer wishes to give notice to the holders of the:
$800,000,000 Series 1 Class A Asset Backed Floating Rate Notes due February 2008
(Regulation S notes ISIN: XS0293678685 - Rule144A notes ISIN: US70686AAA97 -
Common Code: 029367868 - CUSIP:70686AAA9)
€500,000,000 Series 2 Class A Asset Backed Floating Rate Notes due February 2016
(ISIN: XS0293679576 - Common Code: 029367957 - CUSIP: N/A)
$1,500,000,000 Series 3 Class A Asset Backed Floating Rate Notes due February
2016 (Regulation S notes ISIN: XS0293683925 - Rule144A notes ISIN: US70686AAB70
- Common Code: 029368392 - CUSIP: 70686AAB7)
€750,000,000 Series 4 Class A Asset Backed Floating Rate Notes due May 2037
(Regulation S notes ISIN: XS0293684733 - Common Code: 029368473 - CUSIP: N/A)
£300,000,000 Series 5 Class A Asset Backed Floating Rate Notes due August 2022
(ISIN: XS0293685383 - Common Code: 029368538 - CUSIP: N/A)
$14,300,000 Series 1 Class B Asset Backed Floating Rate Notes due May 2059
(Regulation S notes ISIN: XS0293686357 - Rule144A notes ISIN: US70686AAC53 -
Common Code: 029368635 - CUSIP: 70686AAC5)
£81,300,000 Series 3 Class B Asset Backed Floating Rate Notes due May 2059
(ISIN: XS0293687249 - Common Code: 029368724 - CUSIP: N/A)
£6,300,000 Series 4 Class B Asset Backed Floating Rate Notes due May 2059 (ISIN:
XS0293687678 - Common Code: 029368767 - CUSIP: N/A)
$14,300,000 Series 1 Class C Asset Backed Floating Rate Notes due May 2059
(Regulation S notes ISIN: XS0293688130 - Rule144A notes ISIN: US70686AAD37 -
Common Code: 029368813 - CUSIP:70686AAD3)
£81,300,000 Series 3 Class C Asset Backed Floating Rate Notes due May 2059
(ISIN: XS0293688643 - Common Code: 029368864 - CUSIP: N/A)
£6,300,000 Series 4 Class C Asset Backed Floating Rate Notes due May 2059 (ISIN:
XS0293693304 - Common Code: 029369330 - CUSIP: N/A)
each issued by the Issuer
(the Noteholders and the Notes, respectively)
constituted by a Trust Deed dated 12 April 2007 (as supplemented and amended)
between the Issuer and Deutsche Trustee Company Limited (the Trustee) as trustee
for the Noteholders
Notice is hereby given to the Noteholders that, pursuant to the HBOS Group
Reorganisation Act 2006 (the HBOS Group Reorganisation Act) and with effect from
17 September 2007 (the Reorganisation Date), The Governor and Company of the
Bank of Scotland (the Bank) was registered as a public company under the
Companies Act 1985 and changed its name to Bank of Scotland plc and the business
and all property and liabilities of Halifax plc (Halifax) were transferred to
the Bank.
In this regard, there is no need for the parties to the Transaction Documents to
enter into any further documentation in order to construe the Transaction
Documents as referring to the Bank in place of Halifax since the HBOS Group
Reorganisation Act provides that every existing contract relating to Halifax
shall be construed and have effect on and from the Reorganisation Date as if the
Bank had been a party thereto instead of Halifax and as if any reference
(however worded and whether express or implied) to Halifax was substituted with
a reference to the Bank.
However, certain Transaction Documents to which Halifax and/or the Bank is a
party may be amended and restated or supplemented and amended in connection with
the next issue of notes by the Issuer so that the representations and warranties
and covenants contained therein reflect that they will be given by a company
incorporated in Scotland and registered as a public company under the Companies
Act 1985.
Copies of any such further Transaction Documents will be available for
inspection by Noteholders at the specified offices of the Paying Agents set out
below:
UK PRINCIPAL PAYING AGENT US PAYING AGENT
Deutsche Bank AG London Branch Deutsche Bank Trust Company Americas
Winchester House 1761 East St. Andrew Place
1 great Winchester Street Santa Ana, California 92705
London EC2N 2DB
All defined terms, unless defined herein or the context otherwise requires,
shall have the meanings given to them in the Master Definitions and Construction
Schedule dated 12 April 2007.
For further information, please contact:
Pendeford Master Issuer PLC
c/o SFM Corporate Services Limited
35 Great St. Helen's
London EC3A 6AP
Telephone : 020 7398 6300
Fax : 020 7398 6325
DISCLAIMER - INTENDED ADDRESSEES
Please note that the information contained in the base prospectus of the Issuer
dated 5 April 2007 (the Base Prospectus) may be addressed to and/or targeted at
persons who are residents of particular countries (specified in the Base
Prospectus) only and is not intended for use and should not be relied upon by
any person outside these countries and/or to whom the offer contained in the
Base Prospectus is not addressed. Prior to relying on the information contained
in the Base Prospectus you must ascertain from the Base Prospectus whether or
not you are part of the intended addressees of the information contained
therein.
Nothing in this service constitutes an offer to sell or issue or the
solicitation of an offer to buy or subscribe for securities in the United States
or any other jurisdiction.
Your right to access this service is conditional upon complying with the above
requirements.
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The company news service from the London Stock Exchange 