Britannia Building Society

On Jan 21, 2009, the boards of Britannia Building Society and The Co-operative Financial Services jointly announced a merger between the two institutions. The merger was approved on April 29, 2009. Effective Aug 1, 2009, Britannia Building Society merged with The Co-operative Bank plc and was dissolved and ceased to exist as a legal entity. The merger was effected through a transfer of the business, assets and liabilities of Britannia to The Co-operative Bank plc under section 97 of the Building Societies Act 1986. See: http://www.co-operativebank.co.uk/images/pdf/Final_Prospectus_Perpetual_Subordinated_Bonds.pdf and http://www.co-operativebank. co.uk/servlet/Satellite?c=Page&cid=1248250341250&pagename=Corp%2FPage%2FtplCorp According to Investor Relations at The Co-operative Financial Services: “Effective 1st August 2009 through use of section 97 of the Building Societies Act 1986, as modified by the Mutual Societies(Transfers) Order 2009 made under Section 3 of the Building Societies (Funding) and Mutual Societies (Transfers) Act 2007, all assets and liabilities of Britannia Building Society were transferred to The Co-operative Bank p.l.c. The issuances of Permanent Interest Bearing Shares (PIBs) by Britannia converted automatically into Perpetual subordinated bonds (PSBs) of the Bank in accordance with their terms (which in turn derived from building society legislation) with effect from the merger date. In relation to all other forms of Britannia debt issued/in existence at merger, all agreements and deeds to which Britannia Building Society was a party in respect of such debt are now construed as if The Co-operative Bank p.l.c had been the original party to the agreement or deed and references in any such document to Britannia Building Society should be read as references to The Co-operative Bank Plc. This change took effect from the merger date (1st August 2009) by operation of law.”