Substituted Preference Shares definition

Substituted Preference Shares. ’ means the preference shares which may be issued by HBOS in substitution for the Preferred Securities and the Guarantee as described under paragraph 5;

Substituted Preference Shares means the preference shares which may be issued by the Guarantor in substitution for the Preferred Securities and the Subordinated Guarantee upon the occurrence of a Capital Deficiency Event or the Involuntary Dissolution of the Issuer (in circumstances where the Guarantor is itself not insolvent or in liquidation) and, in circumstances where Substituted Preference Shares are already registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg and an Exchange Event occurs, also means such Substituted Preference Shares as are registered directly in the names of the Holders;

Substituted Preference Shares means the preference shares which may be issued by the Guarantor in substitution for the Preferred Securities and the Subordinated Guarantee upon the occurrence of a Capital Deficiency Event;

Examples of Substituted Preference Shares in a sentence

• Each relevant investor will receive a security in a nominal amount of €1,000 issued by the finance company and backed by the Substituted Preference Shares.

• If a Preferred Securities Substitution occurs it is the current intention of the General Partner to arrange for an alternative method for investors to hold their Substituted Preference Shares.

• This summary does not purport to be a comprehensive description of all Netherlands tax considerations that may be relevant to a decision to acquire, to hold, and to dispose of the Preferred Securities or Substituted Preference Shares.

• If any Substituted Preference Shares are issued directly to investors transfers will be subject to Irish stamp duty at a rate of 1 per cent., see "Taxation – Ireland".

• The General Partner will only offer this alternative means of holding the Substituted Preference Shares if under Irish law in force at the time of the Preferred Securities Substitution such an arrangement would enable investors to hold the security in Clearstream Banking AG, Frankfurt am Main ("Clearstream, Frankfurt") and receive cashflows on the Substituted Preference Shares free of Irish withholding taxes and such security would be transferable free of Irish stamp taxes.

• In such circumstances the Guarantor will, subject to having available distributable profits, pay such additional amounts by way of extra dividend to investors as may be necessary in order that the net payments under the Substituted Preference Shares, after any withholding for taxes imposed by Ireland on such payments, will equal the amount that would have been received in the absence of any such withholding.

• Although the Guarantor has undertaken to apply for a listing for the Substituted Preference Shares there can be no assurance that, in the event that a Capital Deficiency Event occurs and is continuing, a recognised stock exchange will agree to list such Substituted Preference Shares.

• Each prospective holder of Preferred Securities or Substituted Preference Shares should consult a professional adviser with respect to the tax consequences of an investment in the Preferred Securities or Substituted Preference Shares.

• The following summary describes the principal Netherlands tax consequences of the acquisition, holding, redemption and disposal of Preferred Securities or Substituted Preference Shares.

• If the Guarantor issues the Substituted Preference Shares directly to the Holders then under the current Irish tax regime dividends on such Substituted Preference Shares may be subject to Irish withholding taxes.

More Definitions of Substituted Preference Shares

Substituted Preference Shares. ’ means the preference shares which may be issued by the Guarantor in substitution for the Preferred Securities and the Subordinated Guarantee upon the occurrence of a Capital De¢ciency Event, being a class of non-cumulative perpetual preference shares of the Guarantor ranking at least equally with the most senior ranking preference shares of the Guarantor in issue (if any) from time to time and having the same Distribution Rates as the Preferred Securities and being redeemable at the option of the Guarantor on the First Call Date or any Distribution Payment Date thereafter at an aggregate nominal amount equal to the aggregate Optional Redemption Price;

Substituted Preference Shares means a class of non-cumulative perpetual preference shares of the Guarantor, having substantially the same economic terms as the Preferred Securities and otherwise issued in conformity with the terms of issue of the Substituted Preference Shares set out in Schedule 4 to the Limited Partnership Agreement*;

Substituted Preference Shares. ’ means a class of non-cumulative perpetual preference shares of the Guarantor ranking at least equally with the most senior ranking preference shares of the Guarantor in issue (if any) from time to time and having the same distribution rates as the Preferred Securities and being redeemable at the option of the Guarantor on the First Call Date or any Distribution Payment Date thereafter at k50,000 per Substituted Preference Share and otherwise having those features as are speci¢ed in Schedule 3 of the Limited Partnership Agreement1;