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RL Finance Bonds No. 4 Plc £600,000,000 4.875 Per Cent. Fixed Rate Reset Callable Guaranteed Subordinated Notes Due 2049 the Ro

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RL Finance Bonds No. 4 Plc £600,000,000 4.875 Per Cent. Fixed Rate Reset Callable Guaranteed Subordinated Notes Due 2049 the Ro PROSPECTUS DATED 3 OCTOBER 2019 RL Finance Bonds No. 4 plc (incorporated with limited liability in England and Wales with registered number 12187449) £600,000,000 4.875 per cent. Fixed Rate Reset Callable Guaranteed Subordinated Notes due 2049 guaranteed on a subordinated basis by The Royal London Mutual Insurance Society Limited (incorporated with liability limited by guarantee in England and Wales with registered number 99064) Issue Price: 97.976 per cent. The £600,000,000 4.875 per cent. Fixed Rate Reset Callable Guaranteed Subordinated Notes due 2049 guaranteed by The Royal London Mutual Insurance Society Limited (the “Guarantor” and, together with its consolidated subsidiaries, the “Group”) on a subordinated basis (the “Notes”) will be issued by RL Finance Bonds No. 4 plc (the “Issuer”) on or about 7 October 2019 (the “Issue Date”). The Notes will bear interest from (and including) the Issue Date to (but excluding) 7 October 2039 (the “First Reset Date”) at the rate of 4.875 per cent. per annum and thereafter at a rate of interest which will be reset on the First Reset Date and on each fifth anniversary of the First Reset Date. Interest will be payable on the Notes annually in arrear on 7 October in each year (each, an “Interest Payment Date”), commencing on 7 October 2020, provided that either the Issuer or the Guarantor may defer payments of interest on any Interest Payment Date for any reason, and interest will be mandatorily deferred (i) on any Regulatory Deficiency Interest Deferral Date (as defined in the terms and conditions of the Notes (the “Conditions”)) and/or (ii) if such payment could not be made in compliance with the Solvency Condition (as defined in the Conditions). Any interest which is deferred will, for so long as it remains unpaid, constitute “Arrears of Interest”. Arrears of Interest will not themselves bear interest, and will be payable as provided in Condition 6. Subject to the following proviso, the Notes will (unless previously redeemed or purchased and cancelled) mature on 7 October 2049 (the “Maturity Date”) and may be redeemed at the option of the Issuer on any day falling in the period commencing on (and including) 7 April 2039 and ending on (and including) the First Reset Date, or on any Interest Payment Date after the First Reset Date, or at any time (i) following the occurrence of a Capital Disqualification Event (as defined in the Conditions) or the occurrence of (or if the Issuer satisfies the Trustee (as defined in the Conditions) that there will occur within six months) a Ratings Methodology Event (as defined in the Conditions) or (ii) in the event of certain changes in the tax treatment applicable to the Notes, provided that redemption of the Notes on the Maturity Date or any other date set for redemption of the Notes shall be deferred if (a) a Regulatory Deficiency Redemption Deferral Event (as defined in the Conditions) has occurred and is continuing on such date, or would occur if the Notes were to be redeemed, or (b) the Notes could not be redeemed in compliance with the Solvency Condition. The Issuer may, alternatively, following the occurrence of a Capital Disqualification Event or the occurrence of (or if the Issuer satisfies the Trustee that there will occur within six months) a Ratings Methodology Event or in the event of certain changes in the tax treatment applicable to the Notes, vary or substitute the Notes in the circumstances described in Condition 8. Any substitution or variation of the Notes, and any redemption or purchase of the Notes prior to the Maturity Date, will be subject to satisfaction of the Regulatory Clearance Condition (as defined in the Conditions) and continued compliance with applicable Regulatory Capital Requirements (as defined in the Conditions) as required by the Prudential Regulation Authority (or any successor authority, the “PRA”) pursuant to the Relevant Rules (as defined in the Conditions), all as more particularly described in Condition 8(h). Applications have been made to the Financial Conduct Authority (the “FCA”) under Part VI of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) for the Notes to be admitted to the official list of the FCA (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). This Prospectus has been approved by the FCA as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of either the Issuer or the Guarantor or the quality of the Notes that are the subject of this Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. The Notes will be issued in registered form in the denomination of £100,000 and integral multiples of £1,000 in excess thereof. The Notes will upon issue initially be represented by a global certificate in registered form (the “Global Certificate”) registered in the name of a nominee for the common depositary for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”) on or about the Issue Date. Individual certificates (“Certificates”) evidencing holdings of Notes will be available only in certain limited circumstances described under “Summary of Provisions relating to the Notes whilst in Global Form”. The Notes and the Guarantee have not been, and will not be, registered under the United States Securities Act 1933, as amended (the “Securities Act”). The Notes are being offered outside the United States by the Joint Lead Managers (as defined in “Subscription and Sale” below) in accordance with Regulation S under the Securities Act (“Regulation S”), and may not be offered or 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 the registration requirements of the Securities Act. The Notes are subject to U.S. tax law requirements. The Notes are expected to be rated BBB+ by S&P Global Ratings Europe Limited (“S&P”), and Baa1 by Moody’s Investors Service Limited (“Moody’s”). S&P and Moody’s are each credit rating agencies established in the European Union (“EU”) and registered under Regulation (EC) No 1060/2009 (the “CRA Regulation”). 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 have regard to the factors described under the section headed “Risk Factors” in this Prospectus. Joint Structuring Advisors and Joint Lead Managers BNP PARIBAS HSBC IMPORTANT NOTICES This Prospectus comprises a prospectus for the purposes of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Issuer and the Guarantor accept responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Issuer and the Guarantor, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference (see “Documents Incorporated by Reference”). Save for the Issuer and the Guarantor, no other party has separately 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 Joint Lead Managers (as described under “Subscription and Sale” below) or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes. None of the Joint Lead Managers nor the Trustee accepts any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer or the Guarantor in connection with the offering of the Notes or their distribution. No person is or has been authorised by the Issuer, the Guarantor, the Joint Lead Managers or the 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 offering of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, any of the Joint Lead Managers or the Trustee. Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, the Guarantor, any of the Joint Lead Managers or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the offering of the 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 Issuer and the Guarantor.
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