THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about any aspect of this Notice and/or the action you should take, you are recommended to seek your own legal and/or financial advice, including in respect of tax consequences, immediately from your stock broker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (if you are in the United Kingdom) or another appropriately authorised independent professional adviser.
NOTICE OF REPAYMENT OF £60,000,000 7 PER CENT PERMANENT INTEREST BEARING SHARES ("PIBS")
We refer to the PIBS issued by Principality Building Society (the "Society", "we", "us") subject to and with the benefit of the special conditions of issue set out in the offering circular dated 28 May 2004 (the "Offering Circular").
Defined terms used in this notice shall have the meaning given to them in the Offering Circular.
Notice is hereby given that pursuant to Condition 6(2) of the Offering Circular, having obtained Relevant Supervisory Consent (as defined in Condition 6(7) of the Offering Circular) the Society intends to repay all of the PIBS on 1 June 2020 (being the "Reset Date" (as defined in Condition 5(2) of the Offering Circular)), at their principal amount, together with any interest accrued to but excluding the date of repayment.
The PIBS shall be cancelled forthwith from the Reset Date and may not be reissued or resold.
Notwithstanding the provisions of Condition 7 of the Offering Circular, payments of principal amounts made by the Society to each PIBS holder, shall in the case of PIBS held in uncertificated form, be made by means of a CREST payment in favour of the CREST participant's payment bank. In the case of PIBS held in certificate form, payments made by the Society shall be made by cheque drawn on a branch of a UK clearing bank and despatched (at the PIBS holder risk) by second class post in accordance with Condition 7 of the Offering Circular.
Pursuant to Condition 7 of the Offering Circular, all payments in respect of the PIBS shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental changes of whatever nature ("Taxes") imposed or levied by or on behalf of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, unless the withholding or deduction of the Taxes is required by law.
Notwithstanding Condition 7 of the Offering Circular, all payments in respect of interests in PIBS held through Euroclear and Clearstream, Luxembourg accounts will be credited to the cash accounts of Euroclear and Clearstream, Luxembourg accountholders in accordance with each system's rules and procedures.
Any PIBS holder who is holding a PIBS Certificate (as defined in the Offering Circular) shall deliver such PIBS Certificate to the Registrar at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on or before 11.00 a.m. on 29 May 2020. In the event that any PIBS Certificate has been lost, stolen or destroyed, the PIBS holder should call the helpline on 0371 384 2683 to request a Letter of Indemnity which should be completed in accordance with the instructions provided and return it with the appropriate payment requested to the Registrar at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA on or before 11.00 a.m. on 29 May 2020. Cheque payments for the repayment of the principal amount due will be retained for any PIBS holder who does not return a PIBS Certificate, or Letter of Indemnity in lieu thereof, by 11.00 a.m. on 29 May 2020 and such cheques will be held until such time as the PIBS Certificate, or Letter of Indemnity in lieu thereof, is surrendered to the Registrar.
Separate payments in relation to any interest accrued to but excluding the date of repayment will be issued either by BACS where a bank mandate instruction is in place or alternatively by cheque despatched (at the PIBS holder risk) by second class post.
The Society accepts responsibility for the information contained in this notice. To the best of the knowledge of the Society (having taken all reasonable care to ensure that such is the case) the information contained in this notice is in accordance with the facts and does not omit anything likely to affect the import of such information.
This notice and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with English law.
This notice is given by Principality Building Society.
Dated: 24th April 2020
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