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CYBG PLC (Incorporated with Limited Liability Under the Laws of England and Wales)

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CYBG PLC (Incorporated with Limited Liability Under the Laws of England and Wales) CYBG PLC (incorporated with limited liability under the laws of England and Wales) £450,000,000 8 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes The issue price of the £450,000,000 8 per cent. Fixed Rate Reset Perpetual Subordinated Contingent Convertible Notes (the "Notes") of CYBG PLC (the "Issuer") is 99.924 per cent. of their principal amount. On issue, all of the Notes will be subscribed for by National Australia Bank Limited ("NAB"). From (and including) 8 February 2016 (the "Issue Date") to (but excluding) 8 December 2022 (the "First Reset Date"), the Notes bear interest at the rate of 8 per cent. per annum. From (and including) each Reset Date to (but excluding) the next following Reset Date, the Notes will bear interest at a rate which is the aggregate of the margin of 6.25 per cent. per annum and the applicable 5-year sterling mid-market swap rate. The interest rate following any Reset Date may be less than the initial interest rate and/or the interest rate that applies immediately prior to such Reset Date. Subject to the conditions set out herein, interest, if any, shall be payable semi-annually in arrear on 8 June and 8 December of each year (each an "Interest Payment Date"), except that the first date on which interest may be paid will be 8 June 2016 (also an "Interest Payment Date") in respect of the period beginning on (and including) the Issue Date and ending on (but excluding) 8 June 2016. Payments on the Notes shall be made in pounds sterling without deduction for or on account of taxes imposed or levied by the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, except in the circumstances described under "Terms and Conditions of the Notes—Taxation". The Issuer may at all times elect at its full discretion to cancel (in whole or in part) interest otherwise scheduled to be paid on any Interest Payment Date. In certain circumstances, the Issuer will be required to cancel interest (or part thereof) otherwise scheduled to be paid on an Interest Payment Date. If the Issuer does not pay interest (or part thereof) on the relevant Interest Payment Date, such non-payment shall evidence the cancellation of such interest. The cancellation of interest (or part thereof) in accordance with the Conditions shall not constitute a default for any purpose on the part of the Issuer and interest payments are non-cumulative. The Notes are perpetual and have no fixed maturity or fixed redemption date. As a result of the fact that the Notes are perpetual notes and that the Issuer may cancel (in whole or in part) any interest payment at any time, the Issuer is not required to make any payment of the principal amount of the Notes at any time prior to its Winding-Up (as defined herein) and Holders (as defined herein) may not receive interest on any Interest Payment Date. The rights and claims of the Holders will be subordinated to the claims of Senior Creditors (as defined herein). Subject to certain conditions set out in "Terms and Conditions of the Notes—Redemption and Purchase", the Notes may be redeemed at the option of the Issuer in whole but not in part at their principal amount together with any Accrued Interest (as defined herein) on the First Reset Date or on any Interest Payment Date thereafter. In addition, and subject to certain conditions set out in "Terms and Conditions of the Notes— Redemption and Purchase", the Notes may be redeemed at any time upon the occurrence of certain tax events due to changes to law or upon a change in the regulatory classification of the Notes that results, or would be likely to result, in the whole or any part of the principal amount of the Notes at any time being excluded from the Group's Tier 1 Capital (as defined herein) under prudential regulatory requirements, all as more particularly provided in "Terms and Conditions of the Notes—Redemption and Purchase". If a Trigger Event (as defined herein) occurs at any time, then an Automatic Conversion (as defined herein) will occur on the Conversion Date (as defined herein), at which point all of the Issuer's obligations under the Notes shall be irrevocably and automatically released in consideration of the Issuer's issuance of the Conversion Shares (as defined herein) to the Conversion Shares Depositary (as defined herein) (or other relevant recipient as set out herein) on the Conversion Date at the then prevailing Conversion Price (as defined herein). Under no circumstances shall such released obligations be reinstated. The Conversion Shares shall initially be registered in the name of the Conversion Shares Depositary (which shall hold the Conversion Shares on behalf of the Holders or the relevant recipient in - i- accordance with the terms of the Notes). The Issuer may elect, in its sole and absolute discretion, that a Conversion Shares Offer (as defined here) be made by the Conversion Shares Depositary to all or some of the Issuer's ordinary shareholders at such time. The realisable value of any Conversion Shares received by a Holder following an Automatic Conversion may be significantly less than the Conversion Price of £1.19 initially, and Holders could lose all or part of their investment in the Notes as a result of the Automatic Conversion. Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the approval of these Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list of the Irish Stock Exchange and to trading on the global exchange market (the "Global Exchange Market") which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID"). These Listing Particulars do not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended and, in accordance with such Directive, no prospectus is required in connection with the issuance of the Notes. The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on pages 1 to 2 of these Listing Particulars for further information. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") and are subject to United States tax law requirements. The Notes may not be offered, 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, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are in registered form in denominations of £200,000 and integral multiples of £1,000 in excess thereof. The Notes are represented by a global registered certificate (the "Global Certificate") registered in the name of Citivic Nominees Limited as nominee for, and deposited with, the common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). Certificates in definitive certificated form ("Individual Certificates") evidencing holdings of Notes will only be available in certain limited circumstances. See "Summary of Provisions relating to the Notes in Global Form". An investment in the Notes involves risk. Prospective investors in the Notes are recommended to read these Listing Particulars, including the section entitled "Risk Factors" carefully. Investors should reach their own investment decision about the Notes only after consultation with their own financial and legal advisers about the risks associated with an investment in the Notes and the suitability of investing in the Notes in light of the particular characteristics and terms of the Notes, which are complex in structure and operation, and in light of each investor's particular financial circumstances. The Notes are expected to be rated by Standard & Poor's Credit Market Services Europe Limited ("S&P") and Fitch Ratings Ltd. ("Fitch") after the Issue Date. S&P and Fitch are established in the European Economic Area (the "EEA") and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). S&P and Fitch appears on the latest update of the list of registered credit rating agencies (as of 1 December 2015) on the European Securities and Markets Authority ("ESMA") website http://www.esma.europa.eu. A security 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. Dated: 8 February 2016 - ii- CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 IMPORTANT INFORMATION – FORWARD-LOOKING STATEMENTS ............................................ 4 INFORMATION INCORPORATED BY REFERENCE ............................................................................ 5 OVERVIEW ................................................................................................................................................. 6 RISK FACTORS
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