Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-277578
The information in this preliminary prospectus supplement is notcomplete and
may be changed. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell, nor a solicitation of an offer to buy,
securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED SEPTEMBER 3, 2024
Prospectus Supplement to Prospectus dated March 1, 2024
$ %
Fixed-to-Floating
Rate Senior Callable Notes due 20
$ %
Fixed-to-Floating
RateSenior Callable Notes due 20
$ %
Fixed-to-Floating
Rate Senior Callable Notes due 20
Barclays PLC
We, Barclays PLC (the "Issuer"), are issuing $ aggregate principal amount of %
Fixed-to-Floating
Rate Senior Callable Notes due 20 (the "20 notes"), $ aggregate principal
amount of %
Fixed-to-Floating
Rate Senior Callable Notes due 20 (the "20 notes") and $ aggregate principal
amount of %
Fixed-to-Floating
Rate Senior Callable Notes due 20 (the "20 notes" and, together with the 20
notes and the 20 notes, the"notes").
From (and including) the Issue Date (as defined below) to (but excluding) ,
20(the "20 Notes Par Redemption Date") (the "20 Notes Fixed Rate Period"), the
20 notes will bear interest at a rate of % per annum. During the 20 Notes
Fixed Rate Period, interest will bepayable semi-annually in arrear on and in
each year, commencing on , 2025. From (and including) the 20 Notes Par
Redemption Date to (but excluding) the20 Notes Maturity Date (as defined
below) (the "20 Notes Floating Rate Period"), interest will accrue on the 20
notes at a floating rate equal to a benchmark rate based on Compounded Daily
SOFR (as defined below),calculated in arrear as described herein and
compounding daily over each 20 Notes Floating Rate Interest Period (as defined
below), plus % per annum. During the 20 Notes Floating Rate Period, interest
will be payablequarterly in arrear on , , and the 20 Notes Maturity Date.
From (and including) the Issue Date to (but excluding) , 20 (the "20 Notes Par
RedemptionDate") (the "20 Notes Fixed Rate Period"), the 20 notes will bear
interest at a rate of % per annum. During the 20 Notes Fixed Rate Period,
interest will be payable semi-annually in arrear on and in each year,
commencing on , 2025. From (and including) the 20 Notes Par Redemption Date to
(but excluding) the 20 Notes Maturity Date (asdefined below) (the "20 Notes
Floating Rate Period"), interest will accrue on the 20 notes at a floating
rate equal to a benchmark rate based on Compounded Daily SOFR, calculated in
arrear as described herein and compoundingdaily over each 20 Notes Floating
Rate Interest Period (as defined below), plus % per annum. During the 20 Notes
Floating Rate Period, interest will be payable quarterly in arrear on ,, and
the 20 Notes Maturity Date.
From (and including) the Issue Date to(but excluding) , 20 (the "20 Notes Par
Redemption Date", the 20 Notes Par Redemption Date, the 20 Notes Par
Redemption Date and the 20 Notes Par Redemption Date, each, a"Par Redemption
Date") (the "20 Notes Fixed Rate Period"), the 20 notes will bear interest at
a rate of % per annum. During the 20 Notes Fixed Rate Period, interest will be
payable semi-annuallyin arrear on and in each year, commencing on , 2025.
From (and including) the 20 Notes Par Redemption Date to (but excluding) the
20 Notes MaturityDate (as defined below) (the "20 Notes Floating Rate
Period"), interest will accrue on the 20 notes at a floating rate equal to a
benchmark rate based on Compounded Daily SOFR, calculated in arrear as
described herein andcompounding daily over each 20 Notes Floating Rate
Interest Period (as defined below), plus % per annum. During the 20 Notes
Floating Rate Period, interest will be payable quarterly in arrear on, , and
the 20 Notes Maturity Date.
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The notes will constitute our direct, unconditional, unsecured and
unsubordinatedobligations ranking
pari passu
without any preference among themselves. In the event of our
winding-up
or administration, the notes will rank
pari passu
with all our other outstanding unsecuredand unsubordinated obligations,
present and future, except such obligations as are preferred by operation of
law.
We may, at our option,redeem (i) the 20 notes, in whole or in part, pursuant
to the 20 Notes Make-Whole Redemption (as defined below) at any time on or
after , 2025 (six months following the Issue Date and, if any additional20
notes are issued after the Issue Date, except for the period of six months
beginning on the issue date for any such additional 20 notes) to (but
excluding) the 20 Notes Par Redemption Date; and/ or (ii) the 20notes then
outstanding, in whole but not in part, on the 20 Notes Par Redemption Date, at
an amount equal to 100% of their principal amount together with accrued but
unpaid interest, if any, on the principal amount of the 20 notes tobe redeemed
to (but excluding) the redemption date, on the terms and subject to the
provisions set forth in this prospectus supplement under "
Description of Senior Notes--Optional Redemption
."
We may, at our option, redeem (i) the 20 notes, in whole or in part, pursuant
to the 20 Notes Make-Whole Redemption (asdefined below) at any time on or
after , 2025 (six months following the Issue Date and, if any additional 20
notes are issued after the Issue Date, except for the period of six months
beginning on the issue datefor any such additional 20 notes) to (but
excluding) the 20 Notes Par Redemption Date; and/ or (ii) the 20 notes then
outstanding, in whole but not in part, on the 20 Notes Par Redemption Date, at
an amount equal to100% of their principal amount together with accrued but
unpaid interest, if any, on the principal amount of the 20 notes to be
redeemed to (but excluding) the redemption date, on the terms and subject to
the provisions set forth in thisprospectus supplement under "
Description of Senior Notes--Optional Redemption
."
We may, at our option, redeem(i) the 20 notes, in whole or in part, pursuant
to the 20 Notes Make-Whole Redemption (as defined below) at any time on or
after , 2025 (six months following the Issue Date and, if any additional20
notes are issued after the Issue Date, except for the period of six months
beginning on the issue date for any such additional 20 notes) to (but
excluding) the 20 Notes Par Redemption Date; and/ or (ii) the 20notes then
outstanding, in whole but not in part, on the 20 Notes Par Redemption Date, at
an amount equal to 100% of their principal amount together with accrued but
unpaid interest, if any, on the principal amount of the 20 notes tobe redeemed
to (but excluding) the redemption date, on the terms and subject to the
provisions set forth in this prospectus supplement under "
Description of Senior Notes--Optional Redemption
."
We may also, at our option, at any time, redeem any series of notes, in whole
of such series but not in part of the series, at an amount equalto 100% of the
principal amount of the notes being redeemed together with accrued but unpaid
interest, if any, on the principal amount of the notes to be redeemed to (but
excluding) the applicable redemption date, upon the occurrence of
certainevents related to taxation on the terms described in this prospectus
supplement under "
Description of Senior Notes--Tax Redemption.
" We may also, at our option, at any time, redeem any series of the notes, in
whole of suchseries but not in part of the series, at an amount equal to 100%
of the principal amount of the notes being redeemed together with accrued but
unpaid interest, if any, on the principal amount of the notes to be redeemed
to (but excluding) theapplicable redemption date, upon the occurrence of
certain regulatory events relating to certain minimum requirements for own
funds and eligible liabilities and/or loss absorbing capacity instruments on
the terms described in this prospectussupplement under "
Description of Senior Notes--Loss Absorption Disqualification Event Redemption.
" Any redemption or repurchase of the notes is subject to the provisions
described in this prospectus supplement under"
Description of Senior Notes--Condition to Redemption" and "Description of
Senior Notes--Condition to Repurchase.
"
We will apply to list the notes on the New York Stock Exchange ("NYSE").
Trading on the NYSE is expected to begin within 30 days ofthe initial delivery
of the notes.
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET--Solely forthe purposes of each manufacturer's product approval
process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties
and professional clientsonly, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the notes to
eligible counterparties and
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professional clients are appropriate. Any person subsequently offering,
selling or recommending the notes (a "Distributor") should take into
consideration the manufacturers' targetmarket assessment; however, a
Distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the notes (by either adopting or refining the
manufacturers' target market assessment) and determiningappropriate
distribution channels.
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS.
The notes arenot intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a personwho is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customerwould not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering orselling the notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPsRegulation.
U.K. MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET--Solely for the purposes ofeach manufacturer's product approval
process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is only eligible
counterparties, as defined in the U.K. FinancialConduct Authority (the "FCA")
Handbook Conduct of Business Sourcebook, and professional clients, as defined
in Regulation (EU) No 600/2014 as it forms part of domestic law of the United
Kingdom ("U.K.") by virtue of theWithdrawal Act (as defined below) ("U.K.
MiFIR"); and (ii) all channels for distribution of the notes to eligible
counterparties and professional clients are appropriate. A Distributor should
take into consideration themanufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "U.K. MiFIR Product Governance Rules") is
responsible for undertaking its owntarget market assessment in respect of the
notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
IMPORTANT--U.K. PRIIPs REGULATION / PROHIBITION OF SALES TO U.K. RETAIL
INVESTORS. The notes are not intended to be offered, sold orotherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the U.K. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point(8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of
the U.K. by virtue of the Withdrawal Act (as defined below); or (ii) a
customer within the meaning of the provisions of the U.K. Financial Services
andMarkets Act 2000, as amended ("FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1)
ofRegulation (EU) No 600/2014 as it forms part of domestic law of the U.K. by
virtue of the Withdrawal Act. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law of
the U.K. by virtue of theWithdrawal Act (the "U.K. PRIIPs Regulation") for
offering or selling the notes or otherwise making them available to retail
investors in the U.K. has been prepared and therefore offering or selling the
notes or otherwise making themavailable to any retail investor in the U.K. may
be unlawful under the U.K. PRIIPs Regulation.
Notwithstanding and to the exclusionof any other term of the relevant series
of notes or any other agreements, arrangements or understandings between us
and any holder or beneficial owner of notes or the Trustee on behalf of the
holders of the notes, by acquiring any notes, eachholder and beneficial owner
of notes acknowledges, accepts, agrees to be bound by, and consents to the
exercise of, any U.K.
Bail-in
Power (as defined in the accompanying prospectus) by the Relevant
U.K.Resolution Authority (as defined in the accompanying prospectus) that may
result in (i) the reduction or cancellation of all, or a portion, of the
principal amount of, or interest on, such notes; (ii) the conversion of all,
or a portionof, the principal amount of, or interest on, such notes into
shares or other securities or other obligations of the Issuer or another
person (and the issue to, or conferral on, the holder or beneficial owner of
such notes, of such shares, securitiesor obligations); (iii) the cancellation
of such notes and/or (iv) the amendment or alteration of the maturity of such
notes, or amendment of
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the amount of interest due on such notes, or the dates on which interest
becomes payable, including by suspending payment for a temporary period; which
U.K.
Bail-in
Power may be exercised by means of a variation of the terms of such notes
solely to give effect to the exercise by the Relevant U.K. Resolution
Authority of such U.K.
Bail-in
Power. For more information, see "
Description of Senior Notes--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" of thisprospectus supplement and the section entitled "
Description of Debt Securities--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" in the accompanying prospectus.
By its acquisition of notes, each holder and beneficial owner of such notes,
to the extent permitted by the U.S. Trust Indenture Act of1939, as amended
(the "Trust Indenture Act"), also waives any and all claims against the
Trustee (as defined herein) for, agrees not to initiate a suit against the
Trustee in respect of, and agrees that the Trustee shall not be liable for,any
action that the Trustee takes, or abstains from taking, in either case, in
accordance with the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the notes.
Formore information, see the sections entitled "
Description of Senior Notes--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" of this prospectus supplement and"
Description of Debt Securities--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" in the accompanying prospectus.
By its acquisition of notes, each holder of such notes acknowledges and agrees
that such holder will not seek to enforce or otherwiseclaim, and will not
direct the Trustee (acting on behalf of the holders of such notes) to enforce
or otherwise claim, a Senior Monetary Judgment against us in connection with
our breach of a Senior Performance Obligation (each as defined herein),except
by proving such Senior Monetary Judgment in our
winding-up
and/or by claiming such Senior Monetary Judgment in our administration.
By its acquisition of notes, each holder of such notes (which, for these
purposes, includes each beneficial owner) will acknowledge,accept, consent and
agree to be bound by our or our designee's determination of a Benchmark
Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the
Benchmark Replacement Adjustment, and any Benchmark ReplacementConforming
Changes, including as may occur without any prior notice from us and without
the need for us to obtain any further consent from such holder of notes.
Investing in the notes involves risks. We encourage you to read and carefully
consider this document in its entirety, in particular the
risk factors
beginning on page
S-24
of this prospectus supplement and the other information included and
incorporated by reference in this prospectus supplement and the accompanying
prospectus, for adiscussion of the factors you should carefully consider
before deciding to invest in the notes.
Neither the U.S. Securitiesand Exchange Commission nor any U.S. state
securities commission has approved or disapproved of the notes or determined
that this prospectus supplement is truthful or complete. Any representation to
the contrary is a criminal offense.
The notes are not deposit liabilities of Barclays PLC and are not covered by
the U.K. Financial Services Compensation Scheme or insured bythe U.S. Federal
Deposit Insurance Corporation, the Canada Deposit Insurance Corporation or any
other governmental agency of the United States, the U.K., Canada or any other
jurisdiction.
Price to Underwriting Proceeds, before
Public Compensation expenses, to
(1) Barclays PLC
Per 20 note % % %
Total $ $ $
Per 20 note % % %
Total $ $ $
Per 20 note % % %
Total $ $ $
Note:
(1) Plus accrued interest, if any, from and including , 2024
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The underwriters expect to deliver the notes to purchasers in book-entry form
only throughthe facilities of The Depository Trust Company ("DTC"), on or
about , 2024. Beneficial interests in the notes will be shown on, and
transfers thereof will be effected only through, records maintained by DTC
andits participants, including Clearstream Banking S.A. ("Clearstream,
Luxembourg") and Euroclear Bank SA/NV ("Euroclear").
Sole Structuring Adviser and Sole Bookrunner
Barclays
Senior
Co-Managers
Co-Managers
Prospectus Supplement dated , 2024
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
FORWARD-LOOKING STATEMENTS S-1
INCORPORATION OF DOCUMENTS BY REFERENCE S-2
CERTAIN DEFINITIONS S-3
SUMMARY S-5
RISK FACTORS S-24
USE OF PROCEEDS S-38
DESCRIPTION OF SENIOR NOTES S-39
U.S. FEDERAL INCOME TAX CONSIDERATIONS S-56
UNITED KINGDOM TAX CONSIDERATIONS S-57
BENEFIT PLAN INVESTOR CONSIDERATIONS S-58
UNDERWRITING (CONFLICTS OF INTEREST) S-60
VALIDITY OF NOTES S-65
PROSPECTUS
FORWARD-LOOKING STATEMENTS 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
CERTAIN DEFINITIONS 3
THE BARCLAYS GROUP 5
USE OF PROCEEDS 6
DESCRIPTION OF DEBT SECURITIES 7
DESCRIPTION OF CONTINGENT CAPITAL SECURITIES 27
DESCRIPTION OF ORDINARY SHARES 48
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CONTINGENT CAPITAL SECURITIES 51
CLEARANCE AND SETTLEMENT 54
TAX CONSIDERATIONS 60
EMPLOYEE RETIREMENT INCOME SECURITY ACT 80
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) 82
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES 87
WHERE YOU CAN FIND MORE INFORMATION 88
FURTHER INFORMATION 89
VALIDITY OF SECURITIES 90
EXPERTS 91
EXPENSES OF ISSUANCE AND DISTRIBUTION 92
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference
herein contain certain forward-looking statements within themeaning of Section
21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and Section 27A of the U.S. Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Group (asdefined below). We caution
readers that no forward-looking statement is a guarantee of future performance
and that actual results or other financial condition or performance measures
could differ materially from those contained in theforward-looking statements.
Forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements
sometimes use words such as "may," "will,""seek," "continue," "aim,"
"anticipate," "target," "projected," "expect," "estimate," "intend," "plan,"
"goal," "believe,""achieve" or other words of similar meaning. Examples of
forward-looking statements include, among others, statements or guidance
regarding or relating to the Group's future financial position, business
strategy, income levels, costs,assets and liabilities, impairment charges,
provisions, capital leverage and other regulatory ratios, capital
distributions (including policy on dividends and share buybacks), return on
tangible equity, projected levels of growth in banking andfinancial markets,
industry trends, any commitments and targets (including environmental, social
and governance ("ESG") commitments and targets), plans and objectives for
future operations, International Financial Reporting Standards("IFRS") and
other statements that are not historical or current facts. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. Forward-looking statements speak onlyas at
the date on which they are made. Forward-looking statements may be affected by
a number of factors, including, without limitation: changes in legislation,
regulations, governmental and regulatory policies, expectations and actions,
voluntarycodes of practices and the interpretation thereof, changes in IFRS
and other accounting standards, including practices with regard to the
interpretation and application thereof and emerging and developing ESG
reporting standards; the outcome ofcurrent and future legal proceedings and
regulatory investigations; the Group's ability along with governments and
other stakeholders to measure, manage and mitigate the impacts of climate
change effectively; environmental, social andgeopolitical risks and incidents
and similar events beyond the Group's control; the impact of competition in
the banking and financial services industry; capital, liquidity, leverage and
other regulatory rules and requirements applicable topast, current and future
periods; United Kingdom ("U.K."), United States ("U.S."), Eurozone and global
macroeconomic and business conditions, including inflation; volatility in
credit and capital markets; market related riskssuch as changes in interest
rates and foreign exchange rates; reforms to benchmark interest rates and
indices; higher or lower asset valuations; changes in credit ratings of any
entity within the Group or any securities issued by it; changes incounterparty
risk; changes in consumer behavior; the direct and indirect consequences of
the conflicts in Ukraine and the Middle East on European and global
macroeconomic conditions, political stability and financial markets; political
elections,including the impact of the U.K., European and U.S. elections in
2024; developments in the U.K.'s relationship with the European Union
("E.U."); the risk of cyberattacks, information or security breaches,
technology failures oroperational disruptions and any subsequent impact on the
Group's reputation, business or operations; the Group's ability to access
funding; and the success of acquisitions, disposals and other strategic
transactions. A number of thesefactors are beyond the Group's control. As a
result, the Group's actual financial position, results, financial and
non-financial
metrics or performance measures or its ability to meet commitments andtargets
may differ materially from the statements or guidance set forth in the Group's
forward-looking statements. In setting our targets and outlook for the period
2024-2026, we have made certain assumptions about the macroeconomicenvironment,
including, without limitation, inflation, interest and unemployment rates, the
different markets and competitive conditions in which we operate, and our
ability to grow certain businesses and achieve costs savings and other
structuralactions. The list above is not exhaustive and there are other
factors that may cause our actual results to differ materially from the
forward-looking statements contained in this prospectus supplement and the
documents incorporated by referenceherein. You are also advised to read
carefully the risk factors set out in the section entitled "
Risk Factors
" in this prospectus supplement and in our filings with the U.S. Securities
and Exchange Commission (the "SEC"),including, without limitation, in our
Annual Report on Form
20-F
for the financial year ended December 31, 2023 (
File
No. 001-09246
), filed with the SEC on February 20, 2024 (the "2023 Form
20-F"),
which are available on the SEC's website at
http://www.sec.gov
for a discussion of certain factors that should be considered when deciding
what action to take in relation to the notes.
Subject to our obligations under the applicable laws and regulations of any
relevant jurisdiction (including, without limitation, the U.K. andthe U.S.) in
relation to disclosure and ongoing information, we undertake no obligation to
update publicly or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
S-1
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INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form
F-3
(File
No. 333-277578)
we have filed with the SEC under the Securities Act. This prospectus
supplement omits some information contained in the registration statement in
accordance with SEC rules and regulations. Youshould review the information in
and exhibits to the registration statement for further information on us and
the notes. Statements in this prospectus supplement concerning any document we
have filed or will file as an exhibit to the registrationstatement or that we
have otherwise filed with the SEC are not intended to be comprehensive and are
qualified in their entirety by reference to these filings. You should review
the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we
file with the SEC, which means that we can discloseimportant information to
you by referring you to those publicly available documents. The information
that we incorporate by reference in this prospectus supplement is an important
part of this prospectus supplement. For information on the documentswe
incorporate by reference in this prospectus supplement and the accompanying
prospectus, we refer you to "Incorporation of Certain Documents by Reference"
on page 2 of the accompanying prospectus. In particular, we refer you to the
2023Form
20-F
for a discussion of our audited results of operations and financial condition
as of, and for the year ended, December 31, 2023, and to our current reports
on Form
6-K
filed on April 25, 2024 (
File
No. 001-09246;
Film No. 24873631
) and August 1, 2024 (
File
No. 001-09246;
Film No. 241165829
), which are incorporated by reference into this prospectus supplement.
In addition to the documents listed in theaccompanying prospectus and the
documents incorporated by reference since the date of the accompanying
prospectus, we incorporate by reference in this prospectus supplement and the
accompanying prospectus any future documents we may file with theSEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this
prospectus supplement until the offering contemplated in this prospectus
supplement is completed. Reports on Form
6-K
we may furnish to the SEC after the date of this prospectus supplement (or
portions thereof) are incorporated by reference in this prospectus supplement
only to the extent that the report expressly states that it is (or such
portions are)incorporated by reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge,
acopy of any or all of the documents referred to above or in the accompanying
prospectus which we have incorporated in this prospectus supplement by
reference. You should direct your requests to Barclays Treasury, Barclays PLC,
1 Churchill Place,London E14 5HP, U.K. (telephone:
+44-20-7116-1000).
S-2
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CERTAIN DEFINITIONS
For purposes of this prospectus supplement:
. "BBPLC" refers to Barclays Bank PLC (or any successor entity);
. "BBUKPLC" refers to Barclays Bank UK PLC (or any successor entity);
. "Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelinesand policies relating to
capital adequacy and/or minimum requirement for own funds and eligible liabilities and/or loss absorbing capacity for credit
institutions of either (i) the PRA and/or (ii) any other national or European authority,in each case then in effect in the
U.K. (or in such other jurisdiction in which we may be organized or domiciled) and applicable to the Group including U.K. CRD;
. "EU CRD" means:
(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on
prudentialrequirements for credit institutions and investments firms, as amended before IP completion day; and
(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013
on access to theactivity of credit institutions and the prudential supervision
of credit institutions and investment firms, amending Directive 2002/87/EC and
repealing Directives 2006/48/EC and 2006/49/EC, as amended before IP completion day;
. "The Depository Trust Company" or "DTC" shall include any successor clearing system;
. "Group" and "Barclays" refer to Barclays PLC (or any successor entity) and its consolidatedsubsidiaries;
. "IP completion day" has the meaning given in the U.K. European Union (Withdrawal Agreement) Act 2020;
. "PRA" means the Prudential Regulation Authority of the U.K. or such other
governmental authority in theU.K. (or if Barclays PLC becomes domiciled
in a jurisdiction other than the U.K., such other jurisdiction) having
primary responsibility for the prudential supervision of Barclays PLC;
. "U.K. CRD" means the legislative package consisting of:
1. the U.K. CRD Regulation;
2. the law of the U.K. or any part of it (as amended or replaced in
accordance with domestic law from time totime), which immediately
before IP completion day implemented Directive 2013/36/EU of the
European Parliament and of the Council of 26 June 2013 on access to the
activity of credit institutions and the prudential supervision of
creditinstitutions and investment firms, amending Directive 2002/87/EC
and repealing Directives 2006/48/EC and 2006/49/EC and its implementing
measures, such Directive as amended before IP completion day; and
3. direct EU legislation (as defined in the Withdrawal Act), which immediately
before IP completion dayimplemented EU CRD as it forms part of domestic law
of the United Kingdom by virtue of the Withdrawal Act and as the same may
be amended or replaced in accordance with domestic law from time to time;
. "U.K. CRD Regulation" means Regulation (EU) No 575/2013 of the European Parliament and of the Councilof
26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before
IP completion day, as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act
and as the same may be furtheramended or replaced in accordance with domestic law from time to time;
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. "Withdrawal Act" means the U.K. European Union (Withdrawal Act) 2018, as amended;
. "we," "us," "our" and the "Issuer" refer to Barclays PLC (or anysuccessor entity), unless the context requires otherwise; and
. "$" and "U.S. dollars" refer to the lawful currency for the time being of the United States.
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SUMMARY
The following is a summary of this prospectus supplement and should be read as
an introduction to, and in conjunction with, the remainderof this prospectus
supplement, the accompanying prospectus and any documents incorporated by
reference therein. You should base your investment decision on a consideration
of this prospectus supplement, the accompanying prospectus and any
documentsincorporated by reference therein, as a whole. Words and expressions
defined in "Description of Senior Notes" below shall have the same meanings in
this summary.
GENERAL
The Issuer Barclays PLC
Barclays is a diversified bank with five operating divisions comprising: Barclays UK,
Barclays UK Corporate Bank, Barclays Private Bank and Wealth Management, Barclays
Investment Bank and Barclays US Consumer Bank, supported by BarclaysExecution
Services Limited, the Group-wide service company providing technology, operations and
functional services to business across the Group. Barclays UK broadly represents businesses
that sit within the UK ring-fenced bank, Barclays Bank UK PLCand its subsidiaries,
and comprises Personal Banking, Business Banking and Barclaycard Consumer UK. The
Personal Banking business offers retail solutions to help customers with their
day-to-day
banking needs, the UK Business Banking business
serves business clients, from high growth
start-ups
to small- and
medium-sized
enterprises, with specialist advice, and the Barclaycard Consumer
UK business offers flexible borrowing and payment solutions.
The remaining divisions broadly represent
the businesses that sit within the
non-ring
fenced bank, Barclays Bank PLC and its subsidiaries. Barclays UK Corporate Bank offers lending,
trade and workingcapital, liquidity, payments and FX solutions for corporate clients with
turnover from 6.5 million (excluding those that form part of the FTSE 350). Barclays Private Bank
and Wealth Management comprises the Private Bank, WealthManagement and Investments businesses.
Barclays Investment Bank incorporates the Global Markets, Investment Banking and International
Corporate Banking businesses, serving FTSE 350, multinationals and financial institution clients
that are regularusers of Investment Bank services. Barclays US Consumer Bank represents the US
credit card business, focused in the partnership market, as well as an online deposit franchise.
The Issuer is the ultimate holding company of the Group.
The Securities We Are Offering We are offering $ aggregate principal amount of %
Fixed-to-Floating
Rate Senior Callable Notes due 20 , $ aggregate principal amount of %
Fixed-to-Floating
Rate Senior
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Callable Notes due 20 and $ aggregate principal amount of %
Fixed-to-Floating
Rate Senior Callable Notes due 20.
Issue Date , 2024 (the "Issue Date").
Maturity Date We will repay the 20 notes at 100% of their principal amount plus accrued interest on , 20 (the "20 Notes Maturity
Date"), the 20 notes at 100% of their principal amount plusaccrued interest on , 20 (the "20 Notes Maturity Date")
and the 20 notes at 100% of their principal amount plus accrued interest on , 20 (the"20 Notes Maturity Date", and
each of the 20 Notes Maturity Date, the 20 Notes Maturity Date and the 20 Notes Maturity Date, a "Maturity Date").
Optional Redemption We may, at our option, redeem (i) the 20 notes, in whole or in part, pursuant
to the 20 Notes Make-Whole Redemption (as defined below) at any time
on or after , 2025 (six months following the IssueDate and, if any additional
20 notes are issued after the Issue Date, except for the period of
six months beginning on the issue date for any such additional 20 notes)
to (but excluding) the 20 Notes Par Redemption Date; and/ or(ii) the 20
notes then outstanding, in whole but not in part, on the 20 Notes Par
Redemption Date, pursuant to the 20 Notes Par Redemption (as defined below).
We may, at our option, redeem (i) the 20 notes, in whole or in part, pursuant
to the 20 Notes Make-Whole Redemption (as defined below) at any time
on or after , 2025 (sixmonths following the Issue Date and, if any additional
20 notes are issued after the Issue Date, except for the period of
six months beginning on the issue date for any such additional 20 notes)
to (but excluding) the 20 NotesPar Redemption Date; and/ or (ii) the 20
notes then outstanding, in whole but not in part, on the 20 Notes Par
Redemption Date, pursuant to the 20 Notes Par Redemption (as defined below).
We may, at our option, redeem (i) the 20 notes, in whole or in part, pursuant
to the 20 Notes Make-Whole Redemption (as defined below) at any time
on or after , 2025 (sixmonths following the Issue Date and, if any additional
20 notes are issued after the Issue Date, except for the period of
six months beginning on the issue date for any such additional 20 notes)
to (but excluding) the 20 NotesPar Redemption Date; and/ or (ii) the 20
notes then outstanding, in whole but not in part, on the 20 Notes Par
Redemption Date, pursuant to the 20 Notes Par Redemption (as defined below).
The definitions and the terms of the 20 Notes Make-Whole Redemption, 20 Notes Make-Whole
Redemption, the20 Notes Make-Whole Redemption, and also the 20 Notes Par Redemption,
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the 20 Notes Par Redemption and the 20 Notes
Par Redemption are set forth below under "
Description of Senior Notes--Optional Redemption
." Any redemption ofnotes pursuant to the 20 Notes Make-Whole Redemption,
the 20 Notes Make-Whole Redemption or the 20 Notes Make-Whole Redemption
and/or the 20 Notes Par Redemption, the 20 Notes Par Redemption or the 20
NotesPar Redemption will also be subject to the provisions described under "
Description of Senior Notes--Notice of Redemption
" and "
Description of Senior Notes--Condition to Redemption
" below.
Par Redemption Date , 20, , 20 and , 20 for the 20 notes, the 20 notes and the 20
notes, respectively (the "20 Notes ParRedemption Date", the
"20 Notes Par Redemption Date" and the "20 Notes Par Redemption
Date", respectively, and, each, a "Par Redemption Date").
Fixed Interest Rate From (and including) the Issue Date to (but excluding) the 20 Notes
Par Redemption Date (such date falling one year prior to the 20 Notes
Maturity Date) (the "20 Notes Fixed Rate Period"), the 20 notes willbear
interest at a rate of % per annum (the "20 Notes Fixed Interest Rate").
From (and including) the Issue Date to (but excluding) the 20 Notes
Par Redemption Date (such date falling one year prior to the 20 Notes
Maturity Date) (the "20 Notes Fixed Rate Period"),the 20 notes will bear
interest at a rate of % per annum (the "20 Notes Fixed Interest Rate").
From (and including) the Issue Date to (but excluding) the 20 Notes Par Redemption Date (such date
falling one year prior to the 20 Notes Maturity Date) (the "20 Notes Fixed Rate Period"and, together
with the 20 Notes Fixed Rate Period and the 20 Notes Fixed Rate Period, each a "Fixed Rate Period"),
the 20 notes will bear interest at a rate of % per annum (the "20 Notes FixedInterest Rate").
Floating Interest Rate From (and including) the 20 Notes Par Redemption Date to (but
excluding) the 20 Notes Maturity Date (the "20 Notes Floating
Rate Period"), the 20 notes will bear interest at the
applicable 20 NotesFloating Interest Rate (as defined below).
The 20 Notes Floating Interest Rate for any 20 Notes Floating Rate Interest Period (as defined below) will be equal to the
Benchmark (as defined below), as determined on the applicable InterestDetermination Date (as defined below), plus % per annum
(the "20 Notes Margin") (the "20 Notes Floating Interest Rate"). The 20 Notes Floating Interest Rate will be calculated
quarterly on theapplicable Interest Determination Date (as defined below) occurring during the 20 Notes Floating Rate Period.
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From (and including) the 20 Notes Par Redemption Date to (but excluding) the 20 Notes Maturity Date (the "20 Notes Floating
Rate Period"), the 20 notes will bear interest at theapplicable 20 Notes Floating Interest Rate (as defined below).
The 20 Notes Floating Interest Rate for any 20 Notes Floating Rate Interest Period (as defined below) will be equal to the
Benchmark (as defined below), as determined on the applicable InterestDetermination Date (as defined below), plus % per annum
(the "20 Notes Margin") (the "20 Notes Floating Interest Rate"). The 20 Notes Floating Interest Rate will be calculated
quarterly on theapplicable Interest Determination Date (as defined below) occurring during the 20 Notes Floating Rate Period.
From (and including) the 20 Notes Par Redemption Date to (but excluding) the 20 Notes Maturity
Date (the "20 Notes Floating Rate Period" and, together with the 20 Notes FloatingRate
Period and the 20 Notes Floating Rate Period, each a "Floating Rate Period"), the 20 notes
will bear interest at the applicable 20 Notes Floating Interest Rate (as defined below).
The 20 Notes Floating Interest Rate for any 20 Notes Floating Rate Interest Period (as defined below) will be equal to the
Benchmark (as defined below), as determined on the applicable InterestDetermination Date (as defined below), plus % per annum
(the "20 Notes Margin") (the "20 Notes Floating Interest Rate"). The 20 Notes Floating Interest Rate will be calculated
quarterly on theapplicable Interest Determination Date (as defined below) occurring during the 20 Notes Floating Rate Period.
Floating Rate Interest Period During the 20 Notes Floating Rate Period, each interest
period on the 20 notes will begin on (and include) a 20 Notes
Floating Rate Period Interest Payment Date (as defined below)
and end on (but exclude) the next succeeding20 Notes Floating
Rate Period Interest Payment Date (each, a "20 Notes Floating
Rate Interest Period"); provided that the first 20 Notes
Floating Rate Interest Period will begin on (and include) the
20 Notes ParRedemption Date and will end on (but exclude) , 20.
During the 20 Notes Floating Rate Period, each interest period on the 20 notes will begin on (and include) a 20 Notes
Floating Rate Period Interest Payment Date (as defined below) and end on (butexclude) the next succeeding 20 Notes Floating
Rate Period Interest Payment Date (each, a "20 Notes Floating Rate Interest Period"); provided that the first 20 Notes
Floating Rate Interest Period will begin on (andinclude) the 20 Notes Par Redemption Date and will end on (but exclude) , 20.
During the 20 Notes Floating Rate Period, each interest period on the 20 notes will begin on (and include) a20 Notes Floating Rate
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Period Interest Payment Date (as defined below) and end on (but exclude) the next succeeding 20 Notes Floating Rate Period
Interest Payment Date (each, a "20 Notes FloatingRate Interest Period" and, together with each 20 Notes Floating Rate Interest
Period and each 20 Notes Floating Rate Interest Period, each a "Floating Rate Interest Period"); provided that the first 20
NotesFloating Rate Interest Period will begin on (and include) the 20 Notes Par Redemption Date and will end on (but exclude) , 20.
Fixed Rate Period Interest Payment Dates During the 20 Notes Fixed Rate Period, interest on the 20 notes will accrue at
the 20 Notes Fixed Interest Rate and will be payable semi-annually in arrear on
and in each year, from (andincluding) , 2025 up to (and including) the 20 Notes
Par Redemption Date (each a "20 Notes Fixed Rate Period Interest Payment Date");
during the 20 Notes Fixed Rate Period, interest on the 20 notes will accrue at the
20 Notes Fixed Interest Rate and will be payable semi-annually in arrear on and
ineach year, from (and including) , 2025 up to (and including) the 20 Notes Par
Redemption Date (each a "20 Notes Fixed Rate Period Interest Payment Date"); and
during the 20 Notes Fixed Rate Period, interest on the 20 notes will accrue at the 20 Notes Fixed Interest Rate and will be payable
semi-annually in arrear on and ineach year, from (and including) , 2025 up to (and including) the 20 Notes Par Redemption
Date (each a "20 Notes Fixed Rate Period Interest Payment Date" and, together with the 20 Notes FixedRate Period Interest
Payment Dates and the 20 Notes Fixed Rate Period Interest Payment Dates, each a "Fixed Rate Period Interest Payment Date");
in each case, provided that if any Fixed Rate Period Interest Payment Date would
fall on a day that is not a Business Day (as defined below), we will pay interest on
the next succeeding Business Day, but interest onthat payment will not accrue during
the period from and after the scheduled Fixed Rate Period Interest Payment Date.
Floating Rate Period Interest Payment Dates During the 20 Notes Floating Rate Period, interest on the 20 notes will
accrue at the applicable 20 Notes Floating Interest Rate and will be
payable quarterly in arrear on , 20 ,, 20, , 20 and the 20 Notes Maturity
Date (each a "20 Notes Floating Rate Period Interest Payment Date");
during the 20 Notes Floating Rate Period, interest on the 20 notes will
accrue at the applicable 20 Notes Floating Interest Rate and will be
payable quarterly in arrear on, 20, , 20, , 20 and the 20 Notes Maturity
Date (each a "20 Notes Floating Rate Period Interest Payment Date"); and
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during the 20 Notes Floating Rate Period, interest on the 20 notes will
accrue at the applicable 20 Notes Floating Interest Rate and will be payable
quarterly in arrear on, 20, , 20, , 20 and the 20 Notes Maturity Date (each a
"20 Notes Floating Rate Period Interest Payment Date" and,together with the 20
Notes Floating Rate Period Interest Payment Dates and the 20 Notes Floating
Rate Period Interest Payment Dates, each a "Floating Rate Period Interest
Payment Date", and any Floating Rate Period InterestPayment Date together with
any Fixed Rate Period Interest Payment Date, an "Interest Payment Date");
in each case, provided that if any scheduled Floating Rate Period Interest Payment Date, other than the applicable
Maturity Date, would fall on a day that is not a Business Day, such Floating Rate Period InterestPayment Date
will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding
calendar month, the Floating Rate Period Interest Payment Date will be the immediately preceding Business Day.
Day Count 30/360, Following, Unadjusted, for each respective Fixed Rate Period.
Actual/360, Modified Following, Adjusted, for each respective Floating Rate Period.
Interest Determination Dates The second USGS Business Day (as defined below) preceding the applicable Floating
Rate Period Interest Payment Date (each, an "Interest Determination Date").
Calculation of the Benchmark The "Benchmark" means, initially, Compounded Daily SOFR; provided that
if a Benchmark Transition Event and related Benchmark Replacement
Date have occurred with respect to SOFR or the then-current Benchmark,
then "Benchmark"means the applicable Benchmark Replacement.
"Compounded Daily SOFR" means, in relation to a Floating Rate Interest Period, the rate
of return of a daily compound interest investment (with SOFR as reference rate for
the calculation of interest) duringthe related Observation Period and will be calculated
by the Calculation Agent on the related Interest Determination Date as follows:
Where:
"d" means, in relation to any Observation Period, the number of calendar days in such Observation Period;
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"d
0
" means, in relation to any Observation Period, the number of USGS Business Days in such Observation Period;
"i" means, in relation to any Observation
Period, a series of whole numbers from one to d
0
, each representing the relevant USGS Business Day inchronological order
from (and including) the first USGS Business Day in such Observation Period;
"n
i
" means, in relation to any USGS Business Day "i" in the relevant Observation Period, the number of calendar
days from (and including) suchUSGS Business Day "i" up to (but excluding) the following USGS Business Day;
"Observation Period" means, in respect of each Floating Rate
Interest Period, the period from (and including) the date which is
two USGS Business Days prior to the first day of such Floating
Rate InterestPeriod to (but excluding) the date which is two USGS
Business Days prior to the applicable Interest Payment Date for
such Floating Rate Interest Period; provided that the first
Observation Period shall commence on (and include) the date which
is twoUSGS Business Days prior to the relevant Par Redemption Date.
"SOFR" means, in relation to any day, the rate determined by the Calculation Agent in accordance with the following provisions:
(1) the daily Secured Overnight Financing Rate for trades made on such day
available at or around the Reference Time on the NY Federal Reserve's Website;
(2) if the rate specified in (1) above is not available at or around the Reference Time
for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date
have not occurred), the dailySecured Overnight Financing Rate in respect of the last
USGS Business Day for which such rate was published on the NY Federal Reserve's Website;
"SOFR
i
" means, in relation to any USGS Business Day "i" in the relevant
Observation Period, SOFR in respect of such USGS Business Day; and
"USGS Business Day" means any day except for a Saturday, Sunday or a day on which
the Securities Industry and Financial Markets Association or any successor
thereto ("SIFMA") recommends that thefixed income departments of its members be
closed for the entire day for purposes of trading in U.S. government securities.
Notwithstanding clauses (1) and (2) of the definition of "SOFR" above, if we or our designee (in consultationwith us) determine on
or prior to the relevant Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have
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occurred with respect to SOFR, then the "Benchmark Transition Provisions" set forth below
will thereafter apply to all determinations of the rate of interest payable on the 20notes
during the 20 Notes Floating Rate Period, on the 20 notes during the 20 Notes Floating Rate
Period and/or on the 20 notes during the 20 Notes Floating Rate Period, as applicable.
In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event
and related Benchmark Replacement Date have occurred, the amount of interest that will be payable on
the20 notes during each 20 Notes Floating Rate Interest Period will be determined by reference to a rate
per annum equal to the Benchmark Replacement plus the 20 Notes Margin, the amount of interest that will
be payable on the20 notes during each 20 Notes Floating Rate Interest Period will be determined by reference
to a rate per annum equal to the Benchmark Replacement plus the 20 Notes Margin and the amount of
interest that will be payable on the20 notes during each 20 Notes Floating Rate Interest Period will be
determined by reference to a rate per annum equal to the Benchmark Replacement plus the 20 Notes Margin.
"designee" means an affiliate or any other agent of the Issuer.
"NY Federal Reserve's Website" means the website of the Federal Reserve
Bank of New York at http://www.newyorkfed.org (or any successor website).
"Reference Time" means (1) if the Benchmark is Compounded Daily SOFR, for each USGS Business
Day, 3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (2) if
the Benchmark is notCompounded Daily SOFR, the time determined by us or our designee (in
consultation with us) in accordance with the Benchmark Replacement Conforming Changes.
Benchmark Transition Provisions If we or our designee (in consultation with us) determine that
a Benchmark Transition Event and related Benchmark Replacement
Date have occurred priorto the applicable Reference Time in
respect of any determination of the Benchmark on any date,
the applicable Benchmark Replacement will replace the then-current
Benchmark for all purposes relating to the 20 notes during
the 20 NotesFloating Rate Period, the 20 notes during the 20
Notes Floating Rate Period and/or the 20 notes during the
20 Notes Floating Rate Period, as applicable, in respect of
such determination on such date and all determinationson all
subsequent dates; provided that, if we or our designee (in
consultation with us) are unable to or do not determine a Benchmark
Replacement in accordance with the provisions below prior to
5:00 p.m. (New York time) on the relevant InterestDetermination
Date or if there is a Derecognition Risk (as defined below),
the interest rate for the related Floating Rate Interest
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Period will be equal to the interest rate in effect for the immediately
preceding Floating Rate Interest Period or, (i) in the case of the Interest
Determination Date prior to the first20 Notes Floating Rate Period Interest
Payment Date, the 20 Notes Fixed Interest Rate, (ii) in the case of the Interest
Determination Date prior to the first 20 Notes Floating Rate Period Interest
Payment Date, the20 Notes Fixed Interest Rate and (iii) in the case of the
Interest Determination Date prior to the first 20 Notes Floating Rate Period
Interest Payment Date, the 20 Notes Fixed Interest Rate, as applicable.
Benchmark Replacement "Benchmark Replacement" means the first alternative set forth in the order below that can be
determined by us or our designee (in consultation with us) as of the Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been
selected or recommended by the Relevant Governmental Body as the
replacement for the then-current Benchmark for the applicable
Corresponding Tenor(if any) and (b) the Benchmark Replacement Adjustment;
(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and
(3) the sum of: (a) the alternate rate of interest that has been selected by us or our designee (in consultation
with us) as the replacement for the then-current Benchmark for the applicable Corresponding Tenorgiving
due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark
for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately
the same length (disregarding business day adjustments) as the applicable tenor for thethen-current Benchmark.
"Relevant Governmental Body" means the Federal Reserve and/or the Federal Reserve Bank of New York ("NY Federal Reserve"),
or a committee officially endorsed or convened by the Federal Reserve and/orthe NY Federal Reserve or any successor thereto.
Benchmark Replacement Adjustment "Benchmark Replacement Adjustment" means the first
alternative set forth in the order below that can
be determined by us or our designee (in consultation
with us) as of the Benchmark Replacement Date:
(1) the spread adjustment (which may be a positive or negative value or zero) that
has been (i) selected or recommendedby the Relevant Governmental Body or (ii)
determined by us or our designee (in consultation with us) in accordance with the
method for calculating or determining such spread adjustment that has been selected or
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recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement;
(2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;
(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by us or our
designee (in consultation with us) giving due consideration to industry-accepted spread adjustments (ifany), or
method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark
with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Benchmark Replacement Conforming Changes In connection with the implementation of a Benchmark Replacement, we or our
designee (in consultation with us) will have the right to make changes to:
(1) any Interest Determination Date, Floating Rate Period Interest Payment Date,
Reference Time, business day convention or Floating Rate Interest Period;
(2) the manner, timing and frequency of determining the rate and amounts of interest that are payable
on the 20 notes during the 20 Notes Floating Rate Period, on the 20 notes during the 20Notes
Floating Rate Period or on the 20 notes during the 20 Notes Floating Rate Period, as the case may
be, and the conventions relating to such determination and calculations with respect to interest;
(3) rounding conventions;
(4) tenors; and
(5) any other terms or provisions of the 20 notes during the 20 Notes Floating Rate Period, the 20 notes during
the 20 Notes Floating Rate Period or the 20 notes during the 20Notes Floating Rate Period, as the case may
be, in each case that we or our designee (in consultation with us) determine, from time to time, to be appropriate
to reflect the determination and implementation of such Benchmark Replacement in a mannersubstantially
consistent with market practice (or, if we or our designee (in consultation with us) decide that implementation
of any portion of such market practice is not administratively feasible or determine that no market practice
for use of theBenchmark Replacement exists, in such other manner as we or our designee (in consultation
with us) determine is appropriate (acting in good faith)) (the "Benchmark Replacement Conforming Changes").
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Any Benchmark Replacement Conforming Changes will apply to the notes for all future Floating Rate Interest Periods.
Benchmark Transition Event "Benchmark Transition Event" means the occurrence of one or more of
the following events with respect to the then-current Benchmark:
(1) a public statement or publication of information by or on behalf of the administrator
of the Benchmark announcing that such administrator has ceased or will cease to provide the
Benchmark, permanently orindefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide the Benchmark;
(2) a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark, the central bank for the currency of the Benchmark, an
insolvency official with jurisdiction overthe administrator for the Benchmark, a resolution
authority with jurisdiction over the administrator for the Benchmark or a court or an entity
with similar insolvency or resolution authority over the administrator for the Benchmark,
which statesthat the administrator of the Benchmark has ceased or will cease to provide the
Benchmark permanently or indefinitely, provided that, at the time of such statement or
publication, there is no successor administrator that will continue to provide theBenchmark; or
(3) a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark announcing that the Benchmark is no longer representative.
Benchmark Replacement Date "Benchmark Replacement Date" means the earliest to occur of the
following events with respect to the then-current Benchmark:
(1) in the case of clause (1) or (2) of the definition of "Benchmark Transition
Event," the later of (a) the date of the public statement or publication of
information referenced therein and(b) the date on which the administrator of
the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2) in the case of clause (3) of the definition of "Benchmark Transition Event,"
the date of the public statement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement
Date occurs on the same day as, but earlier than, the Reference Time
in respect of any determination, the Benchmark Replacement Date willbe
deemed to have occurred prior to the Reference Time for such determination.
ISDA Fallback Rate "ISDA Fallback Rate" means the rate that would apply for derivatives
transactions referencing the ISDA Definitions to be effective upon the
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occurrence of an index cessation date with respect to the Benchmark for
the applicable tenor excluding the applicable ISDA Fallback Adjustment.
"ISDA Definitions" means the 2006 ISDA Definitions published by the
International Swaps and Derivatives Association, Inc. ("ISDA") or any successor
thereto, as amended or supplemented from time totime, or any successor
definitional booklet for interest rate derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive
or negative value or zero) that would apply for derivatives transactions
referencing the ISDA Definitions to be determined uponthe occurrence of an
index cessation event with respect to the Benchmark for the applicable tenor.
Notice of Benchmark Replacement We will promptly give notice of the determination of the Benchmark Replacement, the Benchmark
Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Trustee, any paying
agent, the Calculation Agent and the noteholders;provided that failure to provide such notice
will have no impact on the effectiveness of, or otherwise invalidate, any such determination.
No Prejudice to Treatment under Capital Regulations Notwithstanding the foregoing, no Benchmark Replacement
will be adopted if and to the extent that the
Issuer determines, in its sole discretion, that such
Benchmark Replacement prejudices, or could reasonably
be expected to prejudice, after theapplication of the
applicable Benchmark Replacement Adjustment, the
Benchmark Replacement Conforming Changes and the further
decisions and determinations as set out under "
Description of Senior Notes--Calculation of
theBenchmark--Benchmark Transition Provisions
", the then current eligible liabilities
qualification of the notes, in each case for
the purposes of and in accordance with the
Capital Regulations ("Derecognition Risk").
Decisions and Determinations All determinations, decisions, elections and any
calculations made by us, the Calculation Agent
or our designee for the purposes of calculating
the applicable interest on the notes will be
conclusive and binding on the noteholders, us,
theTrustee and any paying agent, absent manifest
error. If made by our designee, such determinations,
decisions, elections and calculations will be
made after consulting with us, and our designees will
not make any such determination, decision,election
or calculation to which we object. Notwithstanding
anything to the contrary in the Indenture
or the notes, any determinations, decisions,
calculations or elections made in accordance with
this provision will become effective without
consentfrom the noteholders or any other party.
Agreement with Respect to the Benchmark Replacement By its acquisition of the notes, each noteholder (which, for these
purposes, includes each beneficial owner) (i) will acknowledge,
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accept, consent and agree to be bound by our or our designee's determination of a Benchmark Transition
Event, a Benchmark Replacement Date, the Benchmark Replacement, the BenchmarkReplacement Adjustment and
any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from us
and without the need for us to obtain any further consent from such noteholder, (ii) will waive any
and all claims,in law and/or in equity, against the Trustee, any paying agent and the Calculation Agent or
our designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation
Agent or our designee in respect of, and agree thatnone of the Trustee, any paying agent or the
Calculation Agent or our designee will be liable for, the determination of or the failure to determine
any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, anyBenchmark
Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in
connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation
Agent or our designee willhave any obligation to determine any Benchmark Transition Event, any Benchmark
Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark
Replacement Conforming Changes (including any adjustments thereto),including in the event of any failure
by us to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark
Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes.
Calculation Agent The Bank of New York Mellon, New York, or its successor appointed by the Issuer (the "Calculation Agent").
Regular Record Dates The close of business on the Business Day immediately preceding
each Interest Payment Date (or, if the notes are held
in definitive form, the close of business on the 15th Business
Day preceding each applicable Interest Payment Date).
Payment at Maturity or upon Redemption If a Maturity Date or date of redemption or repayment is not a
Business Day, the payment of interest and principal and/or any amount
payable upon redemption or repayment of the notes will be made on the
next succeeding Business Day, but intereston that payment will not
accrue during the period from and after such Maturity Date or date of
redemption or repayment. If the notes are redeemed, unless we default
on payment of the redemption price, interest will cease to accrue
on the relevantredemption date on the notes called for redemption.
Ranking The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking
pari passu
without any preference amongthemselves. In the event of our
winding-up
or administration, the notes will rank
pari passu
with all our other outstanding
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unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Pursuant to the U.K. Insolvency Act 1986, as amended or replaced from
time to time (the "Insolvency Act"), the notes will constitute ordinary
non-preferential
debt ofthe Issuer and will rank in priority to secondary
non-preferential
debts and tertiary
non-preferential
debts. The terms "ordinary
non-preferential
debt,"
"secondary-non
preferential debt" and "tertiary
non-preferential
debt" shallhave the meanings given to
each of them in the Insolvency Act.
In addition, see "
Risk Factors--The Issuer is a holding company, which means that its right to participate in the
assets of any of its subsidiaries (including those of BBPLC, BBUKPLC, Barclays ExecutionServices
Limited or any other present or future subsidiary) upon the liquidation of such subsidiaries and
the extent to which the Issuer suffers losses if it or any of its subsidiaries are subject to bank
resolution proceedings, may depend,amongst
other things, upon the degree to which
the Issuer's loans to, and investments
in, such subsidiaries are subordinated
."
No The notes are subject to the waiver of
Set-off set-off
provisions set forth under "
Description of Senior Notes--No
Set-off
" below.
Tax Redemption We may, at our option, at any time, redeem any series of the
notes, in whole of such series but not in part of the series,
if (A) we are required to issue definitive certificated
notes in the events described under the section entitled"
Description of Certain
Provisions relating to Debt Securities and Contingent Capital
Securities--Special Situations When a
Global Security Will Be Terminated
" in the accompanying prospectus and, as a result, we are orwould be required to pay Debt
Security Additional Amounts (as defined in the accompanying prospectus) with respect to the notes
of such series; or (B) we determine that a Tax Event (as defined below) occurred with respect
to the notes of suchseries, on the terms and subject to the conditions set forth below under "
Description of Senior Notes--Tax Redemption
."
Any redemption of notes pursuant to the provisions described herein under "
Description of Senior Notes
--
Tax Redemption
" will also be subject to the provisions described under"
Description of Senior Notes
--
Notice of Redemption
" and "
Description of Senior Notes
--
Condition to Redemption
" below.
Loss Absorption Disqualification Event Redemption If a Loss Absorption Regulations Event occurs on
or after the Issue Date that does, or would be
likely to (in the opinion of the Issuer, the PRA or
theRelevant U.K. Resolution Authority (as defined
in the accompanying prospectus)), result in a Loss
Absorption Disqualification Event with respect
to any series of the notes, we may, at our option,
at any time, redeem the notes of such series, in
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whole of such series but not in part of such series, at an amount equal
to 100% of the principal amount of the notes being redeemed together
with accrued but unpaid interest, if any, on theprincipal amount of the
notes to be redeemed to (but excluding) the date fixed for redemption.
"Loss Absorption Disqualification Event" means, in respect of any series of notes, the whole or any part
of the outstanding aggregate principal amount of such series of notes at any time being excluded from
orceasing to count towards the Issuer's and/or the Group's own funds and eligible liabilities and/or
loss absorbing capacity, in each case for the purposes of, and in accordance with, the relevant Capital
Regulations, provided that a LossAbsorption Disqualification Event shall not occur if such whole or
part of the outstanding principal amount of such series of notes is excluded from, or ceases to count
towards, such own funds and eligible liabilities and/or loss absorbing capacitydue to the remaining
maturity of such series of notes being less than the period prescribed by the relevant Capital Regulations.
"Loss Absorption Regulations Event" means that (i) any Capital Regulations become effective
with respect to the Issuer and/or the Group or (ii) there is an amendment to, or
change in, any CapitalRegulation, or any change in the official application of any
Capital Regulation, which becomes effective with respect to the Issuer and/or the Group.
Any redemption of notes upon the occurrence of a Loss Absorption
Disqualification Event will also be subject to the provisions described under "
Description of Senior Notes--Notice of Redemption
" and"
Description of Senior Notes--Condition to Redemption
" below.
Agreement with Respect to the Exercise of U.K. Notwithstanding and to the exclusion of any other
Bail-in term of the relevant series of notes or any other
Power agreements, arrangements or understandings betweenus
and any holder or beneficial owner of notes or the
Trustee on behalf of the holders of the notes, by
acquiring any notes, each holder and beneficial
owner of notes acknowledges, accepts, agrees to be
bound by, and consents to the exercise of, anyU.K.
Bail-in
Power by the Relevant U.K. Resolution Authority
that may result in (i) the reduction or
cancellation of all, or a portion, of the principal
amount of, or interest on, such notes;(ii) the
conversion of all, or a portion of, the principal
amount of, or interest on, such notes into shares
or other securities or other obligations of the
Issuer or another person (and the issue to, or
conferral on, the holder or beneficialowner of such
notes, of such shares, securities or obligations);
(iii) the cancellation of such notes and/or (iv)
the amendment or alteration of the maturity
of such notes, or amendment of the amount of
interest due on such notes, or the dateson which
interest becomes payable, including by suspending
payment for a temporary period; which U.K.
Bail-in
Power may be exercised by means of a variation of
the terms of such notes solely to give effect to
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the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-in
Power.
For more information, see "
Description of Senior Notes--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" of this prospectus supplement and thesection entitled "
Description of Debt Securities--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" in the accompanying prospectus. See also "
Risk Factors--Underthe terms of the relevant series of notes, you have agreed to be bound by the
exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority
."
No Repayment of Principal or Payment No repayment of the principal amount
of Interest After Exercise of U.K. of any notes or payment of interest
Bail-In on any notes shall become due and
Power payable after the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authorityunless
such repayment or payment would be permitted to be made
by the Issuer under the laws and regulations of the
U.K. and the European Union applicable to the Issuer.
Senior Enforcement Events and Remedies Winding-up
If a Senior
Winding-up
Event occurs, the outstanding principal
amount of the notes together with any accrued
but unpaid interest thereon will become
immediately due and payable. A"Senior
Winding-up
Event" with respect to the notes shall result
if (i) a court of competent jurisdiction in
England (or such other jurisdiction in which
we may be organized) makes an order forour
winding-up
which is not successfully appealed
within thirty (30) days of the making
of such order, (ii) our shareholders
adopt an effective resolution for our
winding-up
(other than, in the case of either (i) or (ii) above, under or in connection with
a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or
insolvency), or(iii) following the appointment of an administrator of the Issuer, the
administrator gives notice that it intends to declare and distribute a dividend.
Non-payment
If we fail to pay any amount that has become due and payable under any series of notes
and such failure continues for fourteen (14) days, the Trustee may give us notice
of such failure. If within a period offourteen (14) days following the provision
of such notice, the failure continues and has not been cured nor waived (a "Senior
Non-Payment
Event"), the Trustee may, in respect of such notes, atits
discretion and without further notice to us institute
proceedings in England (or such other jurisdiction in
which we may be organized) (but not elsewhere) for our
winding-up
and/or prove in our
winding-up
and/or claim in our liquidation or administration.
Limited remedies for breach of obligations (other than
non-payment)
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In addition to the remedies for
non-payment
provided above, the Trustee may, without further notice, institute such proceedings against us as the Trustee
may deem fit to enforceany term, obligation or condition binding on us under any notes or the Indenture (other
than any payment obligation of the Issuer under or arising from such notes or the Indenture, including, without
limitation, payment of any principal or interest,including Debt Security Additional Amounts) (such obligation, a
"Senior Performance Obligation"); provided always that the Trustee (acting on behalf of the holders of such notes)
and the holders of such notes may not enforce, and may notbe entitled to enforce or otherwise claim, against
us any judgment or other award given in such proceedings that requires the payment of money by us, whether by way
of damages or otherwise (a "Senior Monetary Judgment"), except by provingsuch Senior Monetary Judgment in our
winding-up
and/or by claiming such Senior Monetary
Judgment in our administration.
By its acquisition of any notes, each holder of notes acknowledges and agrees that such holder will not
seek to enforce or otherwise claim, and will not direct the Trustee (acting on behalf of the holders
of such notes)to enforce or otherwise claim, a Senior Monetary Judgment against us in connection with
our breach of a Senior Performance Obligation, except by proving such Senior Monetary Judgment in our
winding-up
and/orby claiming such Senior Monetary
Judgment in our administration. See "
Risk Factors--Under the terms of the notes, you
will have limited enforcement events and remedies
" below.
No other remedies
Other than the limited remedies specified herein under "
Description of Senior Notes
--
Senior Enforcement Events and Remedies
" and subject to "
Description of SeniorNotes
--
Senior Enforcement Events and Remedies
--
Trust Indenture Act remedies
" below, no remedy against us will be available to the Trustee (acting on
behalf of the holders of notes) or the holders of any notes whetherfor
the recovery of amounts owing in respect of such notes or under the
Indenture or in respect of any breach by us of any of our obligations
under or in respect of the terms of such notes or under the Indenture
in relation thereto; provided,however, that such limitation shall not
apply to our obligations to pay the fees and expenses of, and to
indemnify, the Trustee (including fees and expenses of Trustee's counsel).
Trust Indenture Act remedies
Notwithstanding the limitation on
remedies specified herein under "
Description of Senior Notes
--
SeniorEnforcement Events and Remedies
," (1) the Trustee will have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the
rights of the holders of any notes under the provisions of the Indenture and(2) nothing shall impair the right of a holder of notes
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under the Trust Indenture Act, absent such holder's consent, to sue for any payment due but unpaid with respect
to such notes. No holder of notes shall be entitled to proceed directlyagainst us except as described in "
Description of Debt Securities--Senior Enforcement Events and Remedies; Dated
Subordinated Enforcement Events and Remedies; Limitation on Suits--Limitation on Suits
" in the accompanyingprospectus.
Under the terms of the Indenture, the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to any notes is not a Senior Enforcement Event (asdefined below).
Business Day Any weekday, other than one on which banking institutions are authorized or obligated by law,
regulation or executive order to close in London, England or in the City of New York, United States.
Book-Entry Issuance, Denominations, Settlement and Clearance We will issue the notes in fully registered form in denominations
of $200,000 and integral multiples of $1,000 in excess thereof.
Each series of notes will be represented by one or more global
securities registered in the name of a nominee ofDTC. You will
hold beneficial interests in the relevant notes through DTC and
its direct and indirect participants, including Euroclear and
Clearstream Luxembourg, and DTC and its direct and indirect
participants will record your beneficial intereston their books.
We will not issue definitive certificated notes except in limited circumstances that we explain under "
Description of Certain Provisions Relating to Debt Securities and Contingent Capital
Securities--Special Situations When a Global Security Will Be Terminated
" in the accompanying prospectus.
Settlement of the notes will occur through DTC in same day funds. For information on DTC's book-entry system, see "
Clearance and Settlement--The Clearing Systems--DTC
" in the accompanyingprospectus.
Conflicts of Interest Barclays Capital Inc., the Sole Structuring Adviser and Sole Bookrunner, is an
affiliate of Barclays PLC and, as such, is deemed to have a "conflict of interest"
in this offering within the meaning of Rule 5121 (or any successor rulethereto)
("Rule 5121") of the Financial Industry Regulatory Authority, Inc. ("FINRA").
Consequently, this offering is being conducted in compliance with the provisions
of Rule 5121. Barclays Capital Inc. is not permitted to sell any notes in this
offering to an account over which it exercisesdiscretionary authority without the
prior specific written approval of the account holder. For more information, see "
Underwriting (Conflicts of Interest)--Conflicts of Interest
."
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CUSIP 20 notes:
20 notes:
20 notes:
ISIN 20 notes:
20 notes:
20 notes:
Common Code
20 notes:
20notes:
20 notes:
Listing and Trading We will apply to list the notes on the NYSE. Trading on the NYSE is
expected to begin within 30 days of the initial delivery of the notes.
Trustee and Paying Agent The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London,
EC4V 4LA, U.K., will act as the trustee and initial paying agent for the notes.
Timing and Delivery We currently expect delivery of the notes to occur on , 2024.
Further Issues We may, without the consent of the holders of the notes, issue additional
notes having the same ranking and same interest rate, Maturity Date,
redemption terms and other terms as any series of notes described in this
prospectus supplement exceptfor the price to the public and issue date.
Any such additional notes, together with the notes of the same series
offered by this prospectus supplement, will constitute a single series of
such securities under the Indenture. There is no limitationon the amount
of notes or other debt securities that we may issue under the Indenture.
Use of Proceeds We intend to use the proceeds of the offering for general corporate purposes of the Issuer and its subsidiaries
and/or the Group and to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group.
Governing Law The Indenture and the notes are governed by, and construed in accordance with, the laws of the State
of New York, except that, as specified in the Indenture, the provisions relating to waiver of
set-off
inthe Indenture will be governed by and
construed in accordance with English law.
Risk Factors Investing in the notes offered under this prospectus supplement involves risk. For a discussion
of certain risks that should be considered in connection with an investment in the notes, see "
Risk Factors
" beginning on page
S-24
of this prospectus supplement.
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RISK FACTORS
You should carefully consider the risks described below and all of the
information contained and incorporated by reference in this documentbefore you
decide whether to acquire any notes.
Acquiring any notes offered under this prospectus supplement involves
significantrisks. You should reach your own investment decision only after
consultation with your own financial, legal and tax advisers (as you deem
appropriate) about risks associated with an investment in any notes and the
suitability of investing in anynotes in light of the particular characteristics
and terms of such notes and of your particular financial circumstances. As
part of making an investment decision, you should make sure you thoroughly
understand the notes' terms, such as theagreement by you to be bound by the
exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority. You should also carefully
consider the risk factors and the other information contained in thisprospectus
supplement and our 2023 Form
20-F
and the other information included and incorporated by reference in this
prospectus supplement or the accompanying prospectus before deciding to invest
in any notesand you should evaluate (either alone or with the help of a
financial adviser) possible scenarios for economic, interest rate and other
factors that may affect an investment in the notes and your ability to bear
the loss of all or a portion of yourinvestment. If any of the risks described
herein (including the risks described in the documents incorporated by
reference in this prospectus supplement or the accompanying prospectus)
materializes, our business, financial condition and results ofoperations could
suffer, the notes could be subject to the U.K.
Bail-in
Power, and the trading price and liquidity of the notes could decline, in
which case you could lose some or all of the value of yourinvestment.
Capitalized terms used in this section but not otherwise defined are defined
in "Description of SeniorNotes" below.
Risks relating to the notes
We may redeem the notes at our option in certain situations.
We may, at our option, redeem (i) the 20 notes pursuant to the 20 Notes
Make-Whole Redemption, in whole or in part, at anytime on or after , 2025 (six
months following the Issue Date and, if any additional 20 notes are issued
after the Issue Date, except for the period of six months beginning on the
issue date for any such additional20 notes) to (but excluding) the 20 Notes
Par Redemption Date; and/or (ii) the 20 notes then outstanding, in whole but
not in part, on the 20 Notes Par Redemption Date on the terms described below
under"
Description of Senior Notes--Optional Redemption.
"
We may, at our option, redeem (i) the 20 notespursuant to the 20 Notes
Make-Whole Redemption, in whole or in part, at any time on or after , 2025
(six months following the Issue Date and, if any additional 20 notes are
issued after the Issue Date,except for the period of six months beginning on
the issue date for any such additional 20 notes) to (but excluding) the 20
Notes Par Redemption Date; and/or (ii) the 20 notes then outstanding, in whole
but not in part, onthe 20 Notes Par Redemption Date on the terms described
below under "
Description of Senior Notes--Optional Redemption.
"
We may also, at our option, redeem (i) the 20 notes pursuant to the 20 Notes
Make-Whole Redemption, in whole or in part, atany time on or after , 2025 (six
months following the Issue Date and, if any additional 20 notes are issued
after the Issue Date, except for the period of six months beginning on the
issue date for any suchadditional 20 notes) to (but excluding) the 20 Notes
Par Redemption Date; and/or (ii) the 20 notes then outstanding, in whole but
not in part, on the 20 Notes Par Redemption Date on the terms described below
under"
Description of Senior Notes--Optional Redemption
."
We may also, at our option, at any time, redeem any series ofthe notes upon
the occurrence of certain events related to taxation on the terms described
below under "
Description of Senior Notes--Tax Redemption.
"
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We may also redeem any series of the notes upon the occurrence of certain
regulatory events relating to certain minimum requirements for own funds and
eligible liabilities and/or loss absorbingcapacity instruments on the terms
described below under "
Description of Senior Notes--Loss Absorption Disqualification Event Redemption
."
We may choose to redeem any notes at times when prevailing interest rates may
be relatively low or in other circumstances favorable to us. Insuch
circumstances an investor may not be able to reinvest the redemption proceeds
in a comparable security at an effective interest rate as high as that of the
relevant notes. In addition, any early redemption of any notes is subject to,
amongother conditions, receipt of the prior consent of the Relevant U.K.
Resolution Authority (if such consent is then required by the Capital
Regulations), as further described under "
Description of Debt Securities--Condition toRedemption
of Debt Securities--Senior Debt Securities
" and "
Description of Debt Securities--Additional Conditions Relating to Redemption
and Repurchase of Debt Securities--Senior Debt Securities
" in theaccompanying prospectus, regardless of whether such redemption would
be favorable or unfavorable to you. Furthermore, you will not have the right
to require us to redeem any notes and you should not invest in notes in the
expectation that we wouldexercise our option to redeem such notes. Any
decision by us as to whether we will exercise our option to redeem any notes
will be taken at our absolute discretion with regard to factors such as, but
not limited to, the economic impact of exercisingsuch option to redeem any
notes, any tax consequences, the regulatory requirements and the prevailing
market conditions. Holders of notes should be aware that they may be required
to bear the financial risks of an investment in the relevant notesuntil
maturity.
The Issuer is a holding company, which means that its right to participate in
the assets of any of its subsidiaries (includingthose of BBPLC, BBUKPLC,
Barclays Execution Services Limited or any other present or future subsidiary)
upon the liquidation of such subsidiaries and the extent to which the Issuer
suffers losses if it or any of its subsidiaries are subject to bankresolution
proceedings, may depend, amongst other things, upon the degree to which the
Issuer's loans to, and investments in, such subsidiaries are subordinated.
The Issuer is a holding company that currently has no significant assets other
than its loans to, and investments in, Group subsidiaries suchas BBPLC,
BBUKPLC, Barclays Execution Services Limited and any other present or future
subsidiary, which means that if any such subsidiary is liquidated, the
Issuer's right to participate in the assets of such subsidiary will depend
upon theranking of the Issuer's claims against such subsidiary according to
the ordinary hierarchy of claims in insolvency. So, for example, insofar as
the Issuer is a holder of ordinary shares in a Group subsidiary, the Issuer's
recovery in theliquidation of such subsidiary will be subject to the prior
claims of such subsidiary's third party creditors and preference shareholders
(if any). To the extent the Issuer holds other claims against any Group
subsidiary that are recognized torank
pari passu
with any third party creditors' or preference shareholders' claims, such
claims of the Issuer should in liquidation be treated
pari passu
with those third party claims.
As well as the risk of losses in the event of a Group subsidiary's insolvency,
the Issuer may suffer losses if any of its loans to, orinvestments in, such
subsidiary are subject to write-down and conversion by statutory power or
regulatory direction, or if the subsidiary is otherwise subject to resolution
proceedings. In particular, the U.K. Banking Act 2009, as amended (the"Banking
Act"), specifies that the resolution powers should be applied in a manner such
that losses are transferred to shareholders and creditors in an order which
reflects the hierarchy of issued instruments under the Capital Regulationsand
which otherwise respects the hierarchy of claims in an ordinary insolvency. In
general terms, the more junior the investments in, and loans made to, any
Group subsidiary are, relative to third party investors, the greater the
losses likely to besuffered by the Issuer in the event that any Group
subsidiary enters into resolution proceedings or is subject to write-down or
conversion of its capital instruments or other liabilities. See "--
Regulatory action in the event a bank orinvestment firm in the Group is
failing or likely to fail, including the exercise by the Relevant U.K.
Resolution Authority of a variety of
statutory resolution powers, could materially adversely affect the value of
any notes
" below.The Issuer has in the past made, and may continue to make, loans to,
and investments in, BBPLC, BBUKPLC and other Group
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subsidiaries, with the proceeds received from the Issuer's issuance of debt
instruments. Such loans to, and investments made by, the Issuer in such
subsidiary, will generally be subordinatedto depositors and other
unsubordinated creditors and may be subordinated further to meet regulatory
requirements and furthermore may contain mechanisms that, upon the occurrence
of a trigger related to the prudential or financial condition of theGroup or
such subsidiary or upon regulatory direction would result in a write-down or
conversion into equity of such loans and investments.
The Issuer retains its absolute discretion to restructure such loans to, and
any other investments in, any of its Group subsidiaries,including BBPLC and
BBUKPLC, at any time and for any purpose including, without limitation, in
order to provide different amounts or types of capital or funding to such
subsidiary. A restructuring of a loan or investment made by the Issuer in
aGroup subsidiary could include changes to any or all features of such loan or
investment, including its legal or regulatory form, how it would rank in the
event of resolution and/or insolvency proceedings in relation to the Group
subsidiary, and theinclusion of a mechanism that provides for a write-down
and/or conversion into equity upon specified triggers or regulatory direction.
Any restructuring of the Issuer's loans to, and investments in, any of the
Group subsidiaries may beimplemented by the Issuer without prior notification
to, or consent of, the holders of notes.
Furthermore, as a result of the structuralsubordination of notes issued by the
Issuer described above, if any Group subsidiary were to be wound up,
liquidated or dissolved, (i) the holders of notes would have no right to
proceed against the assets of such subsidiary, and (ii) theliquidator of such
subsidiary would first apply the assets of such subsidiary to settle the
claims of the creditors (and holders of preference shares or other tier 1
capital instruments ranking ahead of any such entity's ordinary shares) ofsuch
subsidiary (such creditors and holders of preference shares may include the
Issuer) ranking ahead of the holders of ordinary shares of such subsidiary.
Similarly, if any of the Group subsidiaries were subject to resolution
proceedings(i) the holders of notes would have no direct recourse against such
subsidiary, and (ii) holders of notes themselves may also be exposed to losses
pursuant to the exercise by the Relevant U.K. Resolution Authority of the
resolution powersconferred by the SRR (as defined below) or the mandatory
write-down and conversion power--see "
Regulatory action in the event a bank or investment firm in the Group is
failing or likely to fail, including the exercise by the RelevantU.K.
Resolution Authority of a variety of statutory resolution powers, could
materially adversely affect the value of any notes
" below. For a description of the relevant underlying regulatory background,
see "
Riskreview--Supervision and regulation
" on pages
290-299
of the 2023 Form
20-F.
During the applicable Floating Rate Period, the interest rate accruing on the
notes will be reset quarterly, which may result in the 20 NotesFloating
Interest Rate, the 20 Notes Floating Interest Rate or the 20 Notes Floating
Interest Rate for any applicable Floating Rate Interest Period, to be lower
than the 20 Notes Fixed Interest Rate, the 20 Notes FixedInterest Rate or the
20 Notes Fixed Interest Rate, as applicable, which, in turn, can be expected
to affect the interest payment on an investment in the notes and could affect
the market value of the notes.
During the applicable Fixed Rate Period, the 20 Notes Fixed Interest Rate on
the 20 notes will be % per annum, the20 Notes Fixed Interest Rate on the 20
notes will be % per annum and the 20 Notes Fixed Interest Rate on the 20 notes
will be % per annum. However, during the applicable Floating Rate Period,the
interest rate accruing on the notes for each Floating Rate Interest Period, as
applicable, will be reset quarterly on each Interest Determination Date such
that from (and including) each applicable Par Redemption Date, the applicable
per annuminterest rate accruing on the notes for each Floating Rate Interest
Period, as applicable, will be equal to the sum, as determined by the
Calculation Agent, of a benchmark rate based on the Compounded Daily SOFR
calculated in arrear as describedherein and compounding daily plus the 20
Notes Margin, the 20 Notes Margin or the 20 Notes Margin, as applicable. The
20 Notes Floating Interest Rate, the 20 Notes Floating Interest Rate or the 20
NotesFloating Interest Rate, as applicable, for any applicable Floating Rate
Interest Period may be less than the 20 Notes Fixed Interest Rate, the 20
Notes Fixed Interest Rate or the 20 Notes Fixed Interest Rate, as
applicable,which would result in the amount of any interest payments under the
respective notes during any such Floating Rate Interest Period being lower
than the interest payments during the applicable Fixed Rate Period and so
could affect the market value ofan investment in the notes.
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Under the terms of the notes, you will have limited enforcement events and
remedies.
Holders of notes will not have the right to request that the Trustee declare
such notes to be due and repayable immediately at theiroutstanding principal
amount together with accrued interest, if any, in the case of our failure to
pay principal or interest on such notes within fourteen (14) days from the due
date for payment or our breach of any covenant or warranty of theIndenture
which has not been remedied, in each case as described in the section entitled
"
Description of Senior Notes--Senior Enforcement Events and Remedies
" in this prospectus supplement.
Payment of principal and accrued but unpaid interest on the notes shall be
accelerated only in the event of a
winding-up
or administration involving us that constitutes a Senior
Winding-up
Event (as defined herein). There is no right of acceleration in the case of
non-payment
of principal or interest on any notes or of our failure to perform any of our
obligations under or in respect of any notes.
The sole remedy against us available for recovery of amounts owing in respect
of any
non-payment
ofany amount that has become due and payable under any notes is, subject to
certain conditions and to the provisions set forth in "
Description of Senior Notes--Senior Enforcement Events and Remedies--Trust
Indenture Act
remedies
" of this prospectus supplement, for the Trustee to institute proceedings in
England (or such other jurisdiction in which we may be organized) (but not
elsewhere) for our
winding-up
and/orprove in our
winding-up
and/or claim in our liquidation or administration. In addition, the Trustee
may institute such proceedings against us as it may deem fit to enforce any
non-payment
term, obligation or condition binding on us under any notes or the Indenture
(other than any payment obligation of the Issuer under or arising from the
notes or the Indenture, including, withoutlimitation, payment of any principal
or interest, including Debt Security Additional Amounts, excluding any amount
due to the Trustee in respect of its fees and/or expenses) (referred to herein
as Senior Performance Obligations), provided alwaysthat the Trustee (acting on
behalf of the holders of such notes) and the holders of notes may not enforce,
and may not be entitled to enforce or otherwise claim against the Issuer any
judgment or other award given in such proceedings that requiresthe payment of
money by the Issuer, whether by way of damages or otherwise (a "Senior
Monetary Judgment"), except by proving such Senior Monetary Judgment in a
winding-up
of the Issuer and/or byclaiming such Senior Monetary Judgment in an
administration of the Issuer.
The remedies under the notes are more limited than thosetypically available to
our other unsubordinated creditors. Under the terms of the Indenture, the
exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to any notes is
not aSenior Enforcement Event.
For more information regarding the rights of the holders under the notes, see "
Description of SeniorNotes--Senior Enforcement Events and Remedies
" of this prospectus supplement.
Regulatory action in the event a bank or investment firmin the Group is
failing or likely to fail, including the exercise by the Relevant U.K.
Resolution Authority of a variety of statutory resolution powers, could
materially adversely affect the value of any notes.
The Issuer and the Group are subject to substantial resolution powers.
Under the Banking Act, substantial powers are granted to the Bank of England
(or, in certain circumstances, His Majesty's Treasury("HM Treasury")), in
consultation with the PRA, the Financial Conduct Authority (the "FCA") and HM
Treasury, as appropriate as part of a special resolution regime (the "SRR").
These powers enable the Relevant U.K.Resolution Authority to implement various
resolution measures and stabilization options (including, but not limited to,
the
bail-in
tool) with respect to a U.K. bank or investment firm and certain of
itsaffiliates (currently including the Issuer) (each a "relevant entity") in
circumstances in which the Relevant U.K. Resolution Authority is satisfied
that the relevant resolution conditions are met.
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The SRR consists of five stabilization options: (i) private sector transfer of
all orpart of the business or shares of the relevant entity, (ii) transfer of
all or part of the business of the relevant entity to a "bridge bank"
established by the Bank of England, (iii) transfer to an asset management
vehiclewholly or partly owned by HM Treasury or the Bank of England, (iv) the
bail-in
tool (as described below) and (v) temporary public ownership (nationalization).
The Banking Act also provides for additional insolvency and administration
procedures for relevant entities and for certain ancillary powers,such as the
power to modify contractual arrangements in certain circumstances (which could
include a variation of the terms of any notes), powers to impose temporary
suspension of payments, powers to suspend enforcement or termination rights
thatmight be invoked as a result of the exercise of the resolution powers and
powers for the Relevant U.K. Resolution Authority to disapply or modify laws
in the U.K. (with possible retrospective effect) to enable the powers under
the Banking Act to beused effectively.
Holders of notes should assume that, in a resolution situation, financial
public support will only be available to arelevant entity as a last resort
after the Relevant U.K. Resolution Authority has assessed and used, to the
maximum extent practicable, the resolution tools, including the
bail-in
tool.
The exercise of any resolution power or any suggestion of any such exercise
could materially adversely affect the value of any notes and couldlead to
holders of notes losing some or all of the value of their investment in such
notes.
Resolution powers triggered prior to insolvency may not beanticipated and
holders may have only limited rights to challenge them.
The resolution powers conferred by the SRR are intended to beused prior to the
point at which any insolvency proceedings with respect to the relevant entity
could have been initiated. The purpose of the resolution powers is to address
the situation where all or part of a business of a relevant entity
hasencountered, or is likely to encounter, financial difficulties, giving rise
to wider public interest concerns.
Although the Banking Actprovides specific conditions to the exercise of any
resolution powers, it is uncertain how the Relevant U.K. Resolution Authority
would assess such conditions in any particular
pre-insolvency
scenarioaffecting the Issuer and/or other members of the Group and in deciding
whether to exercise a resolution power.
The Relevant U.K.Resolution Authority is also not required to provide any
advance notice to holders of notes of its decision to exercise any resolution
power. Therefore, holders of notes may not be able to anticipate a potential
exercise of any such powers nor thepotential effect of any exercise of such
powers on the Issuer, the Group and any notes.
Furthermore, holders of notes may have onlylimited rights to challenge and/or
seek a suspension of any decision of the Relevant U.K. Resolution Authority to
exercise its resolution powers (including the
bail-in
tool) or to have that decision reviewedby a judicial or administrative process
or otherwise.
The Relevant U.K. Resolution Authority may exercise the
bail-in
tool in respect of the Issuer and the notes, which may result in holders of
notes losing some or all of their investment.
Where the relevant statutory conditions for use of the
bail-in
tool have been met, the Relevant U.K.Resolution Authority would be expected to
exercise these powers without the consent of the holders. The Banking Act
specifies the order in which the
bail-in
tool should be applied, reflecting the hierarchy ofcapital instruments under
applicable U.K. legislation and rules and otherwise respecting the hierarchy
of claims in an ordinary insolvency. Any such exercise of the
bail-in
tool in respect of the Issuer andthe notes may result in the cancellation of
all, or a portion, of the principal amount of, interest on, or any other
amounts payable on, any notes and/or the conversion of any notes into shares
or other notes or other obligations of the Issuer oranother person, or any
other modification or variation to the terms of any notes.
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The exercise of the
bail-in
tool in respect of theIssuer and the notes or any suggestion of any such
exercise could materially adversely affect the rights of the holders of notes,
the price or value of their investment in such notes and/or the ability of the
Issuer to satisfy its obligations underthe notes and could lead to holders of
notes losing some or all of the value of their investment in such notes. The
bail-in
tool contains an express safeguard (known as "no creditor worse off") withthe
aim that shareholders and creditors do not receive a less favorable treatment
than they would have received in ordinary insolvency proceedings. However,
even in circumstances where a claim for compensation is established under the
"nocreditor worse off" safeguard in accordance with a valuation performed
after the resolution action has been taken, it is unlikely that such
compensation would be equivalent to the full losses incurred by the holders of
notes in the resolutionand there can be no assurance that holders would
recover such compensation promptly.
Mandatory write-down and conversion of internal eligibleliabilities.
The Banking Act currently grants the power to the Relevant U.K. Resolution
Authority to cancel, transfer or dilute commonequity tier 1 instruments,
permanently write-down or convert into equity, additional tier 1 capital
instruments, tier 2 capital instruments and internal eligible liabilities at
the point of
non-viability
ofthe relevant entity and before, or together with, the exercise of any
resolution powers conferred by the SRR (except in the case where the
bail-in
tool is to be utilized for other liabilities, in which casesuch capital
instruments or internal eligible liabilities would be written down or
converted into equity pursuant to the exercise of the
bail-in
tool rather than the mandatory write-down and conversion power).
See "--
The Issuer is a holding company, which means that its right to participate in
the assets of any of its subsidiaries(including those of BBPLC, BBUKPLC,
Barclays Execution Services Limited or any other present or future subsidiary)
upon the liquidation of such subsidiaries and the extent to which the Issuer
suffers losses if it or any of its subsidiaries aresubject to bank resolution
proceedings, may depend, amongst other things, upon the degree to which the
Issuer's loans to, and investments in, such subsidiaries are subordinated
." for a description of the risks relating to and arisingfrom the Issuer's
rights to participate in the assets of its subsidiaries and the effect of the
exercise of such mandatory write-down and conversion power in respect of such
subsidiaries.
For a description of the relevant underlying regulatory background, including
the
bail-in
tool and themandatory write-down and conversion power, see "
Risk review--Supervision and regulation
" on pages
290-299
of the 2023 Form
20-F.
Under the terms of the relevant series of notes, you have agreed to be bound
by the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority.
Notwithstanding and to the exclusion of any other term of the relevant series
ofnotes or any other agreements, arrangements or understandings between the
Issuer and any holder or beneficial owner of notes or the Trustee on behalf of
the holders of the notes, by acquiring any notes, each holder and beneficial
owner of notesacknowledges, accepts, agrees to be bound by, and consents to
the exercise of, any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority that may result in (i) the
reduction or cancellation of all,or a portion, of the principal amount of, or
interest on, such notes; (ii) the conversion of all, or a portion, of the
principal amount of, or interest on, such notes into shares or other
securities or other obligations of the Issuer or anotherperson (and the issue
to, or conferral on, the holder or beneficial owner of such notes, of such
shares, securities or obligations); (iii) the cancellation of such notes
and/or (iv) the amendment or alteration of the maturity of such notes,
oramendment of the amount of interest due on such notes, or the dates on which
interest becomes payable, including by suspending payment for a temporary
period; which U.K.
Bail-in
Power may be exercised by meansof a variation of the terms of such notes
solely to give effect to the exercise by the Relevant U.K. Resolution
Authority of such U.K.
Bail-in
Power. Each holder of notes further acknowledges and agrees thatthe rights of
the holders of notes are subject to, and will be varied, if necessary, solely
to give effect to, the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority.
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Accordingly, any U.K.
Bail-in
Power may be exercisedin such a manner as to result in you and other holders
of notes losing all or a part of the value of your investment in any notes or
receiving a different security from such notes, which may be worth
significantly less than such notes and which mayhave significantly fewer
protections than those typically afforded to debt securities. Moreover, the
Relevant U.K. Resolution Authority may exercise the U.K.
Bail-in
Power without providing any advance noticeto, or requiring the consent of, the
holders of notes. In addition, under the terms of the notes, the exercise of
the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to notes is notan
event of default or a Senior Enforcement Event. For more information, see "
Description of Senior Notes--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" of this prospectussupplement and "
Description of Debt Securities--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" in the accompanying prospectus. See also "
--Regulatory action inthe event a bank or investment firm in the Group is
failing or likely to fail, including the exercise by the Relevant U.K.
Resolution Authority of a variety of statutory resolution powers, could
materially adversely affect the value of anynotes
" below.
The Resolvability Assessment Framework could impact market perceptions of the
Issuer and/or the Group and in turn affect thevalue of the notes.
The Banking Act and associated FCA and PRA rules contain requirements relating
to recovery and resolutionplans, early supervisory interventions and the
resolution of firms (including the
bail-in
tool).
The Bank of England and the PRA rules on a resolvability assessment framework
(the "Resolvability Assessment Framework") require thelargest U.K. banks
(including the Group) to carry out realistic assessments of their preparations
for resolution. Summaries of the same and the Bank of England's assessment of
such preparations are disclosed publicly. The outcomes of complyingwith the
Resolvability Assessment Framework from time to time and any possible
regulatory or other actions deriving thereof may affect the way in which the
Issuer and/or the Group is perceived by the market, which in turn may affect
the value of thenotes.
A summary of the Group's latest assessment and the Bank of England's
assessment thereof was published on August 6,2024. Although the Bank of
England's assessment concluded that there are no shortcomings, deficiencies or
substantive impediments identified in the Group's resolution capabilities that
could impede its ability to execute the preferredresolution strategy, the
Group will continue to work with the Bank of England, along with the Group's
other regulators and resolution authorities globally, to maintain and enhance
its resolvability capabilities and operational preparedness forresolution. The
Bank of England identified three areas for further enhancement with respect to
Valuations in Resolution, Operational Continuity in Resolution and
Restructuring, which will form part of the Group's continued work in
delivering onits broader commitment to further embed, test and refine the
Group's resolution capabilities and operational preparedness for resolution.
For a description of the relevant underlying regulatory background, including
the
bail-in
tool and themandatory write-down and conversion power, see the section
entitled "
Risk review--Supervision and regulation
" on pages
290-299
of the 2023 Form
20-F.
Waiver of
set-off
Holders of the notes waive any right of
set-off,
compensation, counterclaim, retention and netting inrelation to the notes
insofar as permitted by applicable law. Therefore, holders of the notes will
not be entitled (subject to applicable law) to exercise, claim or plead any
right of
set-off,
compensation,counterclaim, retention or netting in respect of the Issuer's
obligations under the notes against obligations owed to them by the Issuer.
Holders of the notes may therefore be required to initiate separate
proceedings to recover amounts inrespect of any counterclaim and may receive a
lower recovery in the event of a
winding-up
or administration of the Issuer than if
set-off,
compensation, counterclaim,retention or netting were permitted.
Changes in law may adversely affect the rights of holders and the market value
of the notes.
Changes in law after the date hereof may affect the rights of holders as well
as the market value of the notes.
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No assurance can be given as to the impact of any possible judicial decision
or change toapplicable law or administrative practice after the date of issue
of the notes. Such changes in law may include changes in statutory, tax and
regulatory regimes during the life of the notes, which may have an adverse
effect on an investment in thenotes.
In addition, any change in law or regulation that triggers a Tax Event or a
Loss Absorption Disqualification Event would entitleus, at our option (subject
to, amongst other conditions, receipt of the prior consent of the Relevant
U.K. Resolution Authority (if such consent is then required by the Capital
Regulations)), to redeem the relevant series of notes, in whole of suchseries
but not in part of the series, as more particularly described below under "
Description of Senior Notes--Tax Redemption
" and "
Description of Senior Notes--Loss Absorption Disqualification EventRedemption
" See also "--
We may redeem the notes at our option in certain situations
."
Such legislative andregulatory uncertainty could also affect an investor's
ability to accurately value any notes and, therefore, affect the trading price
of such notes given the extent and impact on such notes that one or more
regulatory or legislative changes,including those described above, could have
on such notes.
The financial services industry has been and continues to be the focus
ofsignificant regulatory change and scrutiny (for example, the recent
enactment in the U.K. of the Financial Services and Markets Act 2023 and the
Retained EU Law (Revocation and Reform) Act 2023), which may adversely affect
the Group's business,financial performance, capital and risk management
strategies--see "
Risk review--Material existing and emerging risks--iv) Regulatory change
agenda and impact on business model
" on pages
188-189
of the 2023 Form
20-F
for more detail. Such regulatory changes may include higher capital and
additional loss absorbency requirements, and increased powers ofcompetent
authorities. Such changes, and the resulting actions taken to address such
regulatory changes, may have an adverse impact on the Group's, and therefore
the Issuer's, performance and financial condition. It is not yet possible
topredict the detail of such legislation or regulatory rulemaking or the
ultimate consequences to the Group or the holders of notes, which could be
material to the rights of the holders of notes and/or the ability of the
Issuer to satisfy itsobligations under the notes.
There is no restriction on the amount or type of further securities or
indebtedness that we or our subsidiaries mayissue, incur or guarantee.
Subject to complying with applicable regulatory requirements in respect of the
Group's leverageand capital ratios, there is no restriction on the amount or
type of further securities or indebtedness that we or our subsidiaries may
issue, incur or guarantee, as the case may be, that rank senior to, or
pari passu
with, the notes. Theissue or guaranteeing of any such further securities or
indebtedness may reduce the amount recoverable by holders of notes on our
liquidation or
winding-up
and may limit our ability to meet our obligationsunder the notes. In addition,
the notes do not contain any restriction on the Issuer issuing securities that
may have preferential rights to the notes or securities with similar or
different provisions to those described herein.
There may not be any active trading market for the notes.
Each series of notes are a new issue of securities and have no established
trading market. Although application will be made to have the noteslisted on
the NYSE, there can be no assurance that such application will be accepted,
that the notes will be admitted, or that an active trading market will develop
for each respective series of the notes. Even if an active trading market
doesdevelop, it may not be liquid and may not continue for the term of such
notes. In addition, the liquidity and the market prices for the notes can be
expected to vary with changes in market and economic conditions, our financial
condition andprospects and other factors that generally influence the market
prices of securities. If the secondary market for any series of notes is
limited, there may be few buyers for such notes and this may reduce the market
price of such notes.
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A downgrade of the credit rating assigned by any credit rating agency to the
Issuer or to any seriesof notes could adversely affect the liquidity or market
value of such notes. Credit ratings downgrades could occur as a result of,
among other causes, changes in the ratings methodologies used by credit rating
agencies.
Upon issuance, each series of notes may be rated by credit rating agencies and
may in the future be rated by additional credit rating agencies,although the
Issuer is under no obligation to ensure that the notes are rated by any credit
rating agency. Credit ratings may not reflect the potential impact of all
risks related to structure, market, additional factors discussed in this"
Risk Factors
" section and other factors that may affect the liquidity or market value of
the notes. A credit rating is not a recommendation to buy, sell or hold
securities and may be revised, suspended or withdrawn by the creditrating
agency at any time. Any rating assigned to the Issuer and/or, if applicable,
any notes may be withdrawn entirely by a credit rating agency, may be
suspended or may be lowered, if, in that credit rating agency's judgment,
circumstancesrelating to the basis of the rating so warrant. Ratings may be
impacted by a number of factors which can change over time, including the
credit rating agency's assessment of: the Issuer's strategy and management's
capability; theIssuer's financial condition including in respect of capital,
funding and liquidity; competitive and economic conditions in the Issuer's key
markets; the level of political support for the industries in which the Issuer
operates; and legaland regulatory frameworks affecting the Issuer's legal
structure, business activities and the rights of its creditors. The credit
rating agencies may also revise the ratings methodologies applicable to
issuers within a particular industry, orpolitical or economic region. If
credit rating agencies perceive there to be adverse changes in the factors
affecting an issuer's credit rating, including by virtue of changes to
applicable ratings methodologies, the credit rating agencies maydowngrade,
suspend or withdraw the ratings assigned to an issuer and/or its securities.
Revisions to ratings methodologies and actions on the Issuer's ratings by the
credit rating agencies may occur in the future.
If the Issuer determines to no longer maintain one or more ratings, or if any
credit rating agency withdraws, suspends or downgrades thecredit ratings of
the Issuer or any notes, or if such a withdrawal, suspension or downgrade is
anticipated (or any credit rating agency places the credit ratings of the
Issuer or, if applicable, any notes on "credit watch" status incontemplation
of a downgrade, suspension or withdrawal), whether as a result of the factors
described above or otherwise, such event could adversely affect the liquidity
or market value of the notes (whether or not the notes had an assigned
ratingprior to such event).
The
gross-up
obligation is limited to payments of interest.
The Issuer's obligation to pay additional amounts on the notes in respect of
any withholding or deduction for or on account of taxes inthe Taxing
Jurisdiction (as defined in the accompanying prospectus) applies only to
payments of interest on the notes and not to payments of principal or any
premium in respect of the notes. As such, the Issuer would not be required to
pay anyadditional amounts to the extent any withholding or deduction for or on
account of taxes in the Taxing Jurisdiction is applied to payments of
principal or any premium in respect of the notes (including where the Taxing
Jurisdiction treats any partof such principal or premium as "interest" for tax
purposes). Accordingly, if any such withholding or deduction were to apply to
any payments of principal or premium in respect of any notes, holders shall
only be entitled to the net amountof such payment after deduction of the
amount required to be withheld or deducted. The market value of the notes may
be adversely affected as a result.
Risks relating to the Benchmark
SOFR is arelatively new market index, and the adoption of daily compounded
SOFR by the Issuer and the market is uncertain.
To avoid theproblems associated with the potential manipulation and financial
stability risks of IBORs, regulatory authorities in a number of key
jurisdictions are requiring financial markets to transition away from IBORs to
near risk-free rates("RFRs"). Investors should be aware that the market
continues to develop in relation to RFRs as reference rates in the capital
markets. Market participants and relevant working groups are exploring
alternative reference rates which seek tomeasure the market's forward
expectation of such rates over a designated term.
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In particular, on June 22, 2017, the Alternative Reference Rates Committee("ARRC
") convened by the Board of Governors of the Federal Reserve System and the NY
Federal Reserve identified SOFR as its recommended alternative to the U.S.
dollar London interbank offered rate ("LIBOR") and as the rate that,in the
consensus view of the ARRC, represented best practice for use in certain new
U.S. dollar derivatives and other financial contracts. In August 2019 and May
2020, the ARRC released model interest rate conventions for SOFR-linked
securities(including for the calculation of daily compounded SOFR); however,
there currently is no uniform market convention with respect to the
calculation of daily compounded SOFR or SOFR generally.
For each Floating Rate Interest Period, the interest rate on the notes is
based on a daily compounded SOFR rate calculated using the formuladescribed in
"
Description of Senior Notes
" below. Since SOFR is a relatively new market rate, the notes may have no
established trading market when issued, and an established trading market may
never develop or may not be veryliquid. If SOFR does not prove to be widely
used in securities like the notes, the trading price of the notes may be lower
than those of debt securities linked to rates that are more widely used. The
notes may not be able to be sold or may not beable to be sold at prices that
will provide a yield comparable to similar investments that have a developed
secondary market, and may consequently suffer from increased pricing
volatility and market risk.
Market terms for debt securities indexed to SOFR, such as the spread over the
index reflected in interest rate provisions and the formula andrelated
conventions described in "
Description of Senior Notes
" below to calculate Compounded Daily SOFR for the notes, may evolve over
time, and trading prices of the notes may be lower than those of later-issued
SOFR-linked debtsecurities which contain more settled and different market
terms as a result. In particular, the Issuer may in the future also issue
securities referencing SOFR that differ materially in terms of interest
determination when compared with anyprevious SOFR-referenced securities,
including the notes. Additionally, the nascent development of SOFR as an
interest reference rate, as well as continued development of other SOFR-based
rates (such as weighted average SOFR and term SOFR), marketinfrastructure for
adopting such rates, and proposed legislative solutions to address the LIBOR
transition, could result in reduced liquidity or increased volatility or
otherwise affect the market price of any compounded daily SOFR-referencedsecurit
ies. The manner of adoption or application of SOFR-based rates in one market
may differ materially compared with the application and adoption of SOFR-based
rates in other markets, such as the derivatives and loan markets, including
the mannerof adoption or application by the Issuer.
Investors should carefully consider how any mismatch between the adoption of
SOFR-basedreference rates across these markets may impact any hedging or other
financial arrangements that they may put in place in connection with any
acquisition, holding or disposal of the notes.
Historical levels of SOFR are not an indication of its future levels.
The NY Federal Reserve began to publish SOFR in April 2018 and has published
modeled,
pre-publication
estimates of SOFR going back to 2014. Such
pre-publication
estimates inherently involve assumptions, estimates and approximations.
Hypothetical or historical performance data and trends are not indicative
of,and have no bearing on, the potential performance of SOFR and therefore you
should not rely on any such data or trends as an indicator of future
performance. Since the initial publication of SOFR, daily changes in the rate
have, on occasion, beenmore volatile than daily changes in comparable
benchmark or market rates. As a result, the return on and value of SOFR-linked
debt securities may fluctuate more than floating rate debt securities that are
linked to less volatile rates. The futureperformance of SOFR is impossible to
predict, and therefore no future performance of SOFR should be inferred from
any hypothetical or historical data or trends.
Calculation of Compounded Daily SOFR includes certain delays which will limit
your ability to calculate accrued interest with respect to any period.
Because SOFR in respect of a given day is not published until the USGS
Business Day immediately following such day, it is notpossible to calculate
accrued interest with respect to any period until after the end of such
period, which may adversely affect your ability to trade the notes in the
secondary market.
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Interest payments due on the notes in respect of each Floating Rate Interest
Period will bedetermined only after the end of the related Observation Period.
Therefore, holders of the notes will not know the amount of interest payable
with respect to each Floating Rate Interest Period until shortly prior to the
related Floating Rate PeriodInterest Payment Date. It may be difficult for
investors to estimate reliably the amounts of interest that will be payable on
each such Floating Rate Period Interest Payment Date at the beginning of or
during the relevant Floating Rate InterestPeriod, which could adversely impact
the liquidity and trading price of the notes.
Because of the delay between the end of an ObservationPeriod and the related
Floating Rate Period Interest Payment Date, increases in the level of SOFR
which occur during such period will not be reflected in the interest payable
on such Floating Rate Period Interest Payment Date, and any such increasewill
instead be reflected in the following Floating Rate Interest Period. In the
case of the applicable final Floating Rate Interest Period, noteholders will
not receive the benefit of any increase in the level of SOFR on any date
occurring betweenthe end of the related Observation Period and the applicable
Maturity Date (or other date of redemption or repayment).
SOFR is not expected to becomparable to U.S. dollar LIBOR.
RFRs such as SOFR may differ from IBORs in a number of material respects. In
particular, in themajority of relevant jurisdictions, the chosen RFR is an
overnight rate (for example, SOFR in respect of USD, the Sterling Overnight
Index Average ("SONIA") in respect of GBP and the euro short-term rate ("
STR") in respectof EUR), with the interest rate for a relevant period
calculated on a backward looking (compounded or simple weighted average)
basis, rather than on the basis of a forward-looking term. As such, investors
should be aware that RFRs may behavematerially differently from LIBOR, EURIBOR
and other IBORs as interest reference rates for the notes.
In particular, the composition andcharacteristics of SOFR are not the same as
those of U.S. dollar LIBOR, and the performance of the notes is not expected
to be comparable to LIBOR-linked securities. SOFR is a broad Treasury repo
financing rate that represents overnight securedfunding transactions and is
not the economic equivalent of U.S. dollar LIBOR. While SOFR is a secured
rate, U.S. dollar LIBOR is an unsecured rate. While Compounded Daily SOFR is a
backward-looking rate based on an overnight rate, U.S. dollar LIBORis a
forward-looking rate that represents interbank funding for a specified term.
As a result, there can be no assurance that SOFR, or SOFR-based securities
such as the notes, will perform in the same way as U.S. dollar LIBOR, or
LIBOR-basedsecurities, would have at any time, including, without limitation,
as a result of changes in interest and yield rates in the market, bank credit
risk, market volatility or global or regional economic, financial, political,
regulatory, judicial orother events.
Compounded Daily SOFR will not be the SOFR rate published on or for a
particular day during such Floating Rate InterestPeriod or an average of SOFR
rates during such Floating Rate Interest Period. If the SOFR rate for a
particular USGS Business Day during an Observation Period is negative, the
inclusion of such SOFR value in the calculation of Compounded Daily SOFRwill
reduce the interest rate and the interest payable for such Floating Rate
Interest Period; provided that in no event will the interest payable on the
notes be less than zero.
SOFR may be modified or discontinued by its administrator.
SOFR is a relatively new rate, and the NY Federal Reserve (or a successor), as
administrator of SOFR, may make methodological or other changesthat could
change the value of SOFR, including changes related to the method by which
SOFR is calculated, eligibility criteria applicable to the transactions used
to calculate SOFR, or timing related to the publication of SOFR (which may
includewithdrawing, suspending or discontinuing the calculation or
dissemination of SOFR). The NY Federal Reserve may make any or all of these
changes in its sole discretion and without notice, and it has no obligation to
consider the interests of holdersof the notes in calculating, withdrawing,
modifying, amending, suspending or discontinuing SOFR. Because SOFR is
published
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by the NY Federal Reserve based on data received from other sources, the
Issuer has no control over its determination, calculation or publication.
There can be no guarantee that SOFR will not be modified or discontinued in a
manner that is materially adverse to you. If the manner in whichSOFR is
calculated is changed or if SOFR is discontinued, that change or discontinuance
may result in a reduction or elimination of the amount of interest payable on
the notes and a reduction in their trading prices.
Uncertainty relating to the regulation of benchmarks may adversely affect the
value of the notes.
SOFR and other interest rates or other types of rates and indices which are
deemed to be "benchmarks" are the subject of ongoingnational and international
regulatory discussions and proposals for reform. Some of these reforms are
already effective, while others are still to be implemented. Following the
implementation of any such reforms, the manner of administration ofbenchmarks,
including SOFR, may change, with the result that they may perform differently
than in the past, or the benchmark could be eliminated entirely, or there
could be other consequences that cannot be predicted. Any of the foregoing may
havean adverse effect on the value of the notes.
Interest on the 20 notes during the 20 Notes Floating Rate Period, on the
20notes during the 20 Notes Floating Rate Period and on the 20 notes during
the 20 Notes Floating Rate Period will be calculated using the Benchmark
Replacement if a Benchmark Transition Event occurs.
To the extent SOFR is discontinued or is no longer quoted, floating interest
rates will be determined using the alternative methods describedunder "
Description of Senior Notes--Calculation of the Benchmark--Benchmark
Transition Provisions
."
Inparticular, if we or our designee (in consultation with us) determine that a
Benchmark Transition Event and related Benchmark Replacement Date have
occurred, we or our designee (in consultation with us) will use the Benchmark
Replacement for thepurposes of determining the floating interest rates, as
well as to make certain changes to the manner in which floating interest rates
are calculated or determined.
This Benchmark Replacement may result in interest payments that are lower
than, or that do not otherwise correlate over time with, thepayments that
would have been made on the notes if SOFR was available in its current form.
Additionally, if SOFR is no longer calculated or administered, no Benchmark
Replacement is calculated (including because the same costs and risks that
maylead to the discontinuation or unavailability of SOFR make the Benchmark
Replacement impossible or impracticable to determine) or a Derecognition Risk
arises, the floating interest rate on the notes for the relevant Floating Rate
Interest Period mayaccrue at the same rate as the immediately preceding
Floating Rate Interest Period (or, in the case of the initial 20 Notes
Floating Rate Interest Period, the 20 Notes Fixed Interest Rate, in the case
of the initial 20 NotesFloating Rate Interest Period, the 20 Notes Fixed
Interest Rate and, in the case of the initial 20 Notes Floating Rate Interest
Period, the 20 Notes Fixed Interest Rate, as applicable), effectively
converting the 20 notes(during the relevant 20 Notes Floating Rate Interest
Period), the 20 notes (during the relevant 20 Notes Floating Rate Interest
Period) and the 20 notes (during the relevant 20 Notes Floating Rate Interest
Period),as applicable, into fixed rate instruments. Due to the uncertainty
concerning the availability of benchmark replacements, the relevant fallback
provisions may not operate as intended at the relevant time. Any of the
foregoing may have an adverseeffect on the value of the notes.
The rate of interest on each series of notes during the relevant Floating Rate
Period may be determined byreference to a Benchmark Replacement even if SOFR
continues to be published.
If a Benchmark Transition Event and related BenchmarkReplacement Date occur
with respect to SOFR, the rate of interest on each series of notes during the
relevant Floating Rate Period will thereafter be determined by
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reference to the Benchmark Replacement. A Benchmark Transition Event includes,
among other things, a public statement or publication of information by the
regulatory supervisor for theadministrator of SOFR announcing that SOFR is no
longer representative. The rate of interest on such notes may therefore cease
to be determined by reference to SOFR, and instead be determined by reference
to the Benchmark Replacement, even if SOFRcontinues to be published. Such rate
may be lower than SOFR for so long as SOFR continues to be published, and the
value of and return on the notes may be adversely affected.
Any Benchmark Replacement will likely be a relatively new market index that
may be altered or discontinued.
The Benchmark Transition Provisions specify a "waterfall" of alternative rates
that may become the Benchmark Replacement. Thesealternative rates are
uncertain and no market convention currently exists, or may ever exist, for
their determination. For example, the ISDA Fallback Rate, which is the rate
referenced in the ISDA Definitions that is to be effective upon theoccurrence
of an index cessation date with respect to the Benchmark for the applicable
tenor, has not been established as of the date hereof. Even after the ISDA
Fallback Rate is initially determined, ISDA Definitions and the ISDA Fallback
Rate maychange over time. Uncertainty surrounding the establishment of market
conventions related to the calculation of the ISDA Fallback Rate and other
alternative rates, and whether any of the alternative rates is a suitable
replacement or successor forSOFR, may adversely affect the value of and return
on your notes.
The Benchmark Transition Provisions provide for a Benchmark ReplacementAdjustmen
t to be added to the Unadjusted Benchmark Replacement in order to make the
Unadjusted Benchmark Replacement more comparable to SOFR. However, such
adjustment will not necessarily make the Unadjusted Benchmark Replacement
equivalent to SOFR.In particular, the Benchmark Replacement Adjustment may be a
one-time
adjustment, so such adjustment above the applicable Unadjusted Benchmark Rate
Replacement may not respond to changes in unsecured bankcredit risk or other
market conditions on a periodic basis.
Further, (i) any failure of the Benchmark Replacement to gain marketacceptance
could adversely affect the notes, (ii) the Benchmark Replacement may have a
very limited history and the future performance of the Benchmark Replacement
may not be able to be predicted based on historical performance, (iii)
thesecondary trading market for debt securities linked to the Benchmark
Replacement may be limited and (iv) the administrator of the Benchmark
Replacement may make changes that could change the value of the Benchmark
Replacement or discontinue theBenchmark Replacement and would not have any
obligation to consider the interests of noteholders in doing so.
We or our designee (after consultingwith us) may make determinations with
respect to the notes that could affect the value of and return on the notes.
We or ourdesignee (in consultation with us) may make certain determinations
with respect to the notes as further described in this prospectus supplement
that may adversely affect the value of and return on the notes. In particular,
if a Benchmark TransitionEvent and related Benchmark Replacement Date occur,
we or our designee (in consultation with us) will determine the Benchmark
Replacement and the Benchmark Replacement Adjustment and can make Benchmark
Replacement Conforming Changes in connectionwith the implementation of the
applicable Benchmark Replacement as described below under "
Description of Senior Notes--Calculation of the Benchmark--Benchmark
Transition Provisions
." These determinations may require theexercise of discretion and the making
of subjective judgments (such as, for example, determining the occurrence or
non-occurrence
of a Benchmark Transition Event).
Benchmark Replacements and Benchmark Replacement Adjustments may be selected
or formulated by (i) the Relevant Governmental Body (such asthe ARRC), (ii)
ISDA, or (iii) in certain circumstances, us (or one of our affiliates). In
addition, the Benchmark Transition Provisions expressly authorize us or our
designee (in consultation with us) to make Benchmark Replacement ConformingChang
es with respect to, among other things, the determination of Floating Rate
Interest Periods and the timing and frequency of determining rates and
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making payments of interest; in each case that we or our designee (in
consultation with us) determines, from time to time, to be appropriate to
reflect the determination and implementation ofsuch Benchmark Replacement in a
manner substantially consistent with market practice (or, if we or our
designee (in consultation with us) decides that implementation of any portion
of such market practice is not administratively feasible ordetermines that no
market practice for use of the Benchmark Replacement exists, in such other
manner as we or our designee (in consultation with us) determines is
appropriate (acting in good faith)).
Any determination, decision or election that may be made by us pursuant to the
Benchmark Transition Provisions will, if made by our designee,be made after
consulting with us and, in each case, will become effective without consent
from the holders of the notes or any other party. Any designee that we may
appoint in connection with these determinations may be our affiliate.
Whenperforming such functions, potential conflicts of interest may exist
between us, our designee or the Calculation Agent and holders of the notes.
All determinations by us or our designee (after consulting with us) will be
conclusive for all purposesand binding on us and holders of the notes absent
manifest error. In making these potentially subjective determinations, we, our
designee or the Calculation Agent may have economic interests that are adverse
to your interests, and suchdeterminations may adversely affect the value of
and return on the notes. Because the Benchmark Replacement is uncertain, we or
our designee (in consultation with us) are likely to exercise more discretion
in respect of calculating interest payableon each series of notes during the
relevant Floating Rate Period than would be the case in the absence of a
Benchmark Transition Event and related Benchmark Replacement Date. Neither
they nor we will have any obligation to consider your interests asa noteholder
in taking any action that might affect the value of the notes.
The application of a Benchmark Replacement and BenchmarkReplacement
Adjustment, and any implementation of Benchmark Replacement Conforming
Changes, could result in adverse consequences to the amount of interest
payable on the notes, which could adversely affect the return on, value of and
market for suchnotes. Further, there is no assurance that the characteristics
of any Benchmark Replacement will be similar to the then-current Benchmark
that it is replacing, or that any Benchmark Replacement will produce the
economic equivalent of thethen-current Benchmark that it is replacing.
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USE OF PROCEEDS
After deduction of the underwriting compensation stated on the cover of this
prospectus supplement and expenses payable by us estimated at$, the net
proceeds from the sale of the notes are estimated to be $. We intend to use
the proceeds of the offering for general corporate purposes of the Issuer and
its subsidiaries and/or the Group and tostrengthen further the capital base of
the Issuer and its subsidiaries and/or the Group.
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DESCRIPTION OF SENIOR NOTES
The following description of the notes supplements the description of the
notes in the accompanying prospectus. If this prospectussupplement is
inconsistent with the accompanying prospectus, this prospectus supplement will
prevail with regard to the notes. Accordingly, to the extent that certain
sections in the following description of the notes provide for different
termsthan in the applicable corresponding sections in the accompanying
prospectus, then the sections in the following description shall supersede and
replace in their entirety the applicable corresponding sections in the
accompanying prospectus.
Each series of notes issued pursuant to this prospectus supplement will
constitute a series of Senior Debt Securities issued under the SeniorDebt
Securities Indenture between the Issuer and The Bank of New York Mellon,
London Branch, as trustee (the "Trustee") dated as of January 17, 2018 (as
heretofore supplemented and amended, the "Base Indenture"), as amendedand
supplemented by the Eighteenth Supplemental Indenture to be entered into on or
about , 2024, among the Issuer, the Trustee and The Bank of New York Mellon
SA/NV, Luxembourg Branch, as senior debt security registrar(the "Senior Debt
Security Registrar") (the "Eighteenth Supplemental Indenture" and, together
with the Base Indenture, the "Indenture"). The terms of the notes include
those stated in the Indenture and any supplementsthereto, and those terms made
part of the Indenture by reference to the Trust Indenture Act. Certain terms
used in this prospectus supplement, unless otherwise defined herein, have the
meaning given to them in the Indenture. We filed the Senior DebtSecurities
Indenture as an exhibit to the Form
6-K
filed on January 17, 2018 (
Film No. 18530382
).
References to "you" and "holder" in the subsections entitled "--
Senior Enforcement Events andRemedies--Limited remedies for breach of
obligations (other than
non-payment)
," "--
Senior Enforcement Events and Remedies--No other remedies
," and"--
Subsequent Holders' Agreement
," include beneficial owners of the notes.
The 20 notes will be issuedin an aggregate principal amount of $, and unless
previously redeemed and cancelled will mature on , 20 (the "20 Notes Maturity
Date").
From (and including) the Issue Date to (but excluding) the 20 Notes Par
Redemption Date (such date falling one year prior to the20 Notes Maturity
Date) (the "20 Notes Fixed Rate Period"), the 20 notes will bear interest at a
rate of % per annum (the "20 Notes Fixed Interest Rate"). During the 20 Notes
Fixed RatePeriod, interest on the 20 notes will be payable semi-annually in
arrear on and in each year (each a "20 Notes Fixed Rate Period Interest
Payment Date"); provided that if any20 Notes Fixed Rate Period Interest
Payment Date would fall on a day that is not a Business Day, we will pay
interest on the next succeeding Business Day, but interest on that payment
will not accrue during the period from and after thescheduled 20 Notes Fixed
Rate Period Interest Payment Date.
From (and including) the 20 Notes Par Redemption Date to (butexcluding) the 20
Notes Maturity Date (the "20 Notes Floating Rate Period"), the 20 notes will
bear interest at a floating rate equal to the Benchmark, as determined
quarterly on the second USGS Business Day precedingthe applicable 20 Notes
Floating Rate Period Interest Payment Date (each, a "20 Notes Interest
Determination Date"), plus % per annum (the "20 Notes Margin") (the "20 Notes
FloatingInterest Rate"). During the 20 Notes Floating Rate Period, interest on
the 20 notes will be payable quarterly in arrear on , , and on the 20 Notes
MaturityDate (each a "20 Notes Floating Rate Period Interest Payment Date");
provided that if any 20 Notes Floating Rate Period Interest Payment Date,
other than the 20 Notes Maturity Date, would fall on a day that is not
aBusiness Day, the 20 Notes Floating Rate Period Interest Payment Date will be
postponed to the next succeeding Business Day, except that if that Business
Day falls in the next succeeding calendar month, the 20 Notes Floating
RatePeriod Interest Payment Date will be the immediately preceding Business
Day.
The 20 notes will be issued in an aggregate principalamount of $, and unless
previously redeemed and cancelled will mature on , 20 (the "20 Notes Maturity
Date").
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From (and including) the Issue Date to (but excluding) the 20 Notes Par
RedemptionDate (such date falling one year prior to the 20 Notes Maturity
Date) (the "20 Notes Fixed Rate Period"), the 20 notes will bear interest at a
rate of % per annum (the "20 Notes Fixed InterestRate"). During the 20 Notes
Fixed Rate Period, interest on the 20 notes will be payable semi-annually in
arrear on and in each year (each a "20 Notes Fixed Rate PeriodInterest
Payment Date"); provided that if any 20 Notes Fixed Rate Period Interest
Payment Date would fall on a day that is not a Business Day, we will pay
interest on the next succeeding Business Day, but interest on that payment
willnot accrue during the period from and after the scheduled 20 Notes Fixed
Rate Period Interest Payment Date.
From (and including)the 20 Notes Par Redemption Date to (but excluding) the 20
Notes Maturity Date (the "20 Notes Floating Rate Period"), the 20 notes will
bear interest at a floating rate equal to the Benchmark, as determinedquarterly
on the second USGS Business Day preceding the applicable 20 Notes Floating
Rate Period Interest Payment Date (each, a "20 Notes Interest Determination
Date"), plus % per annum (the "20 NotesMargin") (the "20 Notes Floating
Interest Rate"). During the 20 Notes Floating Rate Period, interest on the 20
notes will be payable quarterly in arrear on , ,and on the 20 Notes Maturity
Date (each a "20 Notes Floating Rate Period Interest Payment Date"); provided
that if any 20 Notes Floating Rate Period Interest Payment Date, other than
the 20Notes Maturity Date, would fall on a day that is not a Business Day, the
20 Notes Floating Rate Period Interest Payment Date will be postponed to the
next succeeding Business Day, except that if that Business Day falls in the
next succeedingcalendar month, the 20 Notes Floating Rate Period Interest
Payment Date will be the immediately preceding Business Day.
The20 notes will be issued in an aggregate principal amount of $, and unless
previously redeemed and cancelled will mature on , 20 (the "20 Notes Maturity
Date").
From (and including) the Issue Date to (but excluding) the 20 Notes Par
Redemption Date (such date falling one year prior to the20 Notes Maturity
Date) (the "20 Notes Fixed Rate Period" and, together with the 20 Notes Fixed
Rate Period and the 20 Notes Fixed Rate Period, each a "Fixed Rate Period"),
the 20 notes willbear interest at a rate of % per annum (the "20 Notes Fixed
Interest Rate"). During the 20 Notes Fixed Rate Period, interest on the 20
notes will be payable semi-annually in arrear on and in each year (each a "20
Notes Fixed Rate Period Interest Payment Date" and, together with the 20 Notes
Fixed Rate Period Interest Payment Dates and the 20 Notes Fixed Rate Period
Interest PaymentDates, each a "Fixed Rate Period Interest Payment Date");
provided that if any 20 Notes Fixed Rate Period Interest Payment Date would
fall on a day that is not a Business Day, we will pay interest on the next
succeeding BusinessDay, but interest on that payment will not accrue during
the period from and after the scheduled 20 Notes Fixed Rate Period Interest
Payment Date.
From (and including) the 20 Notes Par Redemption Date to (but excluding) the
20 Notes Maturity Date (the "20 NotesFloating Rate Period" and, together with
the 20 Notes Floating Rate Period and the 20 Notes Floating Rate Period, each
a "Floating Rate Period"), the 20 notes will bear interest at a floating rate
equal to theBenchmark, as determined quarterly on the second USGS Business Day
preceding the applicable 20 Notes Floating Rate Period Interest Payment Date
(each, a "20 Notes Interest Determination Date", and, together with each20
Notes Interest Determination Date and 20 Notes Interest Determination Date,
each, an "Interest Determination Date"), plus % per annum (the "20 Notes
Margin") (the "20 Notes FloatingInterest Rate"). During the 20 Notes Floating
Rate Period, interest on the 20 notes will be payable quarterly in arrear on ,
,and on the 20 Notes Maturity Date(each a "20 Notes Floating Rate Period
Interest Payment Date" and, together with the 20 Notes Floating Rate Period
Interest Payment Dates and the 20 Notes Floating Rate Period Interest Payment
Dates, each a"Floating Rate Period Interest Payment Date", and any Floating
Rate Period Interest Payment Date together with any Fixed Rate Period Interest
Payment Date, an "Interest Payment Date"); provided that if any 20
NotesFloating Rate Period Interest Payment Date, other than the 20 Notes
Maturity Date, would fall on a day that is not a Business Day, the 20 Notes
Floating Rate Period Interest Payment Date will be postponed to the next
succeedingBusiness Day, except that if that
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Business Day falls in the next succeeding calendar month, the 20 Notes
Floating Rate Period Interest Payment Date will be the immediately preceding
Business Day.
During the 20 Notes Floating Rate Period, each interest period on the 20 notes
will begin on (and include) a 20 NotesFloating Rate Period Interest Payment
Date and end on (but exclude) the next succeeding 20 Notes Floating Rate
Period Interest Payment Date (each, a "20 Notes Floating Rate Interest
Period"); provided that the first 20Notes Floating Rate Interest Period will
begin on (and include) the 20 Notes Par Redemption Date and will end on (but
exclude) , 20 .
During the 20 Notes Floating Rate Period, each interest period on the 20 notes
will begin on (and include) a 20 NotesFloating Rate Period Interest Payment
Date and end on (but exclude) the next succeeding 20 Notes Floating Rate
Period Interest Payment Date (each, a "20 Notes Floating Rate Interest
Period"); provided that the first 20Notes Floating Rate Interest Period will
begin on (and include) the 20 Notes Par Redemption Date and will end on (but
exclude) , 20 .
During the 20 Notes Floating Rate Period, each interest period on the 20 notes
will begin on (and include) a 20 NotesFloating Rate Period Interest Payment
Date and end on (but exclude) the next succeeding 20 Notes Floating Rate
Period Interest Payment Date (each, a "20 Notes Floating Rate Interest Period"
and, together with each 20Notes Floating Rate Interest Period and each 20
Notes Floating Rate Interest Period, each a "Floating Rate Interest Period");
provided that the first 20 Notes Floating Rate Interest Period will begin on
(and include) the20 Notes Par Redemption Date and will end on (but exclude) ,
20 .
Interest on the notes will becomputed on the basis of a
360-day
year of twelve
30-day
months during each respective Fixed Rate Period and on the basis of the actual
number of days in each FloatingRate Interest Period and a
360-day
year during each respective Floating Rate Period.
The regularrecord dates for the notes will be the close of business on the
Business Day immediately preceding each Interest Payment Date (or, if the
notes are held in definitive form, the close of business on the 15th Business
Day preceding each applicableInterest Payment Date).
The Par Redemption Date for the notes is , 20,, 20 and, 20 for the 20 notes,
the 20 notes and the 20 notes, respectively (the "20 Notes Par Redemption
Date", the "20 Notes Par Redemption Date" and the "20Notes Par Redemption
Date", respectively, and, each, a "Par Redemption Date").
The term "Business Day" asapplicable to the notes means any weekday, other
than one on which banking institutions are authorized or obligated by law,
regulation or executive order to close in London, England or in the City of
New York, United States.
All percentages resulting from any calculation in connection with any interest
rate on the notes shall be rounded, if necessary, to thenearest one hundred
thousandth of a percentage point, with five
one-millionths
of a percentage point rounded upward (for example, 9.876545% (or 0.09876545)
would be rounded to 9.87655% (or 0.0987655)), and allU.S. dollar amounts would
be rounded to the nearest cent, with
one-half
cent being rounded upward.
The interest rate on the notes during any Floating Rate Interest Period will
in no event be higher than the maximum rate permitted by law orlower than 0%
per annum.
Calculation of the Benchmark
The "Benchmark" means, initially, Compounded Daily SOFR; provided that if a
Benchmark Transition Event and related BenchmarkReplacement Date have occurred
with respect to SOFR or the then-current Benchmark, then "Benchmark" means the
applicable Benchmark Replacement.
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"Compounded Daily SOFR" means, in relation to a Floating Rate Interest Period,
therate of return of a daily compound interest investment (with SOFR as
reference rate for the calculation of interest) during the related Observation
Period and will be calculated by the Calculation Agent on the related Interest
Determination Date asfollows:
Where:
"d" means, in relation to any Observation Period, the number of calendar days
in such Observation Period;
"d
0
" means, in relation to any Observation Period, the number of USGSBusiness
Days in such Observation Period;
"i" means, in relation to any Observation Period, a series of whole numbers
from oneto d
0
, each representing the relevant USGS Business Day in chronological order from
(and including) the first USGS Business Day in such Observation Period;
"n
i
" means, in relation to any USGS Business Day "i" in therelevant Observation
Period, the number of calendar days from (and including) such USGS Business
Day "i" up to (but excluding) the following USGS Business Day;
"Observation Period" means, in respect of each Floating Rate Interest Period,
the period from (and including) the date which is twoUSGS Business Days prior
to the first day of such Floating Rate Interest Period to (but excluding) the
date which is two USGS Business Days prior to the applicable Interest Payment
Date for such Floating Rate Interest Period; provided that the firstObservation
Period shall commence on (and include) the date which is two USGS Business
Days prior to the relevant Par Redemption Date;
"SOFR" means, in relation to any day, the rate determined by the Calculation
Agent in accordance with the following provisions:
(1) the daily Secured Overnight Financing Rate for trades made on such day,
available at or around the Reference Time on the NY FederalReserve's Website;
(2) if the rate specified in (1) above is not available at or around the
Reference Time for such day (and aBenchmark Transition Event and its related
Benchmark Replacement Date have not occurred), the daily Secured Overnight
Financing Rate in respect of the last USGS Business Day for which such rate
was published on the NY Federal Reserve's Website;
"SOFR
i
" means, in relation to any USGS Business Day "i" inthe relevant Observation
Period, SOFR in respect of such USGS Business Day; and
"USGS Business Day" means any day except for aSaturday, Sunday or a day on
which the Securities Industry and Financial Markets Association or any
successor thereto ("SIFMA") recommends that the fixed income departments of
its members be closed for the entire day for purposes oftrading in U.S.
government securities.
Notwithstanding clauses (1) and (2) of the definition of "SOFR" above, if we
or ourdesignee (in consultation with us) determine on or prior to the relevant
Interest Determination Date that a Benchmark Transition Event and related
Benchmark Replacement Date have occurred with respect to SOFR, then the
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"
Benchmark Transition Provisions
" set forth below will thereafter apply to all determinations of the rate of
interest payable on the 20 notes during the 20 NotesFloating Rate Period, on
the 20 notes during the 20 Notes Floating Rate Period and/or on the 20 notes
during the 20 Notes Floating Rate Period, as applicable.
In accordance with and subject to the Benchmark Transition Provisions, after a
Benchmark Transition Event and related Benchmark ReplacementDate have
occurred, the amount of interest that will be payable on the 20 notes during
each 20 Notes Floating Rate Interest Period will be determined by reference to
a rate per annum equal to the Benchmark Replacement plus the20 Notes Margin,
the amount of interest that will be payable on the 20 notes during each 20
Notes Floating Rate Interest Period will be determined by reference to a rate
per annum equal to the Benchmark Replacement plus the20 Notes Margin and the
amount of interest that will be payable on the 20 notes during each 20 Notes
Floating Rate Interest Period will be determined by reference to a rate per
annum equal to the Benchmark Replacement plus the20 Notes Margin.
Benchmark Transition Provisions
If we or our designee (in consultation with us) determine that a Benchmark
Transition Event and related Benchmark Replacement Date haveoccurred prior to
the applicable Reference Time in respect of any determination of the Benchmark
on any date, the applicable Benchmark Replacement will replace the
then-current Benchmark for all purposes relating to the 20 notes during the20
Notes Floating Rate Period, the 20 notes during the 20 Notes Floating Rate
Period and/or the 20 notes during the 20 Notes Floating Rate Period, as
applicable, in respect of such determination on such date andall determinations
on all subsequent dates; provided that, if we or our designee (in consultation
with us) are unable to or do not determine a Benchmark Replacement in
accordance with the provisions below prior to 5:00 p.m. (New York time) on
therelevant Interest Determination Date or if there is a Derecognition Risk
(as defined below), the interest rate for the related Floating Rate Interest
Period will be equal to the interest rate in effect for the immediately
preceding Floating RateInterest Period or, (i) in the case of the Interest
Determination Date prior to the first 20 Notes Floating Rate Period Interest
Payment Date, the 20 Notes Fixed Interest Rate, (ii) in the case of the
Interest DeterminationDate prior to the first 20 Notes Floating Rate Period
Interest Payment Date, the 20 Notes Fixed Interest Rate and (iii) in the case
of the Interest Determination Date prior to the first 20 Notes Floating Rate
PeriodInterest Payment Date, the 20 Notes Fixed Interest Rate, as applicable.
"Benchmark Replacement" means the firstalternative set forth in the order
below that can be determined by us or our designee (in consultation with us)
as of the Benchmark Replacement Date:
(1) the sum of: (a) the alternate rate of interest that has been selected or
recommended by the Relevant Governmental Body as thereplacement for the
then-current Benchmark for the applicable Corresponding Tenor (if any) and (b)
the Benchmark Replacement Adjustment; (2) the sum of: (a) the ISDA Fallback
Rate and (b) the Benchmark Replacement Adjustment; and(3) the sum of: (a) the
alternate rate of interest that has been selected by us or our designee (in
consultation with us) as the replacement for the then-current Benchmark for
the applicable Corresponding Tenor giving due consideration toany
industry-accepted rate of interest as a replacement for the then-current
Benchmark for U.S. dollar-denominated floating rate notes at such time and (b)
the Benchmark Replacement Adjustment.
In connection with the implementation of a Benchmark Replacement, we or our
designee (in consultation with us) will have the right to makechanges to:
(1) any Interest Determination Date, Floating Rate Period Interest Payment
Date, Reference Time, business day convention orFloating Rate Interest Period,
(2) the manner, timing and frequency of determining the rate and amounts of
interest that are payable on the 20 notes during the 20 Notes Floating Rate
Period, on the 20 notes during the20 Notes Floating Rate Period or on the 20
notes during the 20 Notes Floating Rate Period, as the case may be, and the
conventions relating to such determination and calculations with respect to
interest, (3) roundingconventions, (4) tenors, and (5) any other terms or
provisions of the 20 notes during the
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20 Notes Floating Rate Period, the 20 notes during the 20 Notes Floating Rate
Period or the 20 notes during the 20 Notes Floating Rate Period, as the case
maybe, in each case that we or our designee (in consultation with us)
determine, from time to time, to be appropriate to reflect the determination
and implementation of such Benchmark Replacement in a manner substantially
consistent with marketpractice (or, if we or our designee (in consultation
with us) decide that implementation of any portion of such market practice is
not administratively feasible or determine that no market practice for use of
the Benchmark Replacement exists, insuch other manner as we or our designee
(in consultation with us) determine is appropriate (acting in good faith))
(the "Benchmark Replacement Conforming Changes"). Any Benchmark Replacement
Conforming Changes will apply to the notes forall future Floating Rate
Interest Periods.
We will promptly give notice of the determination of the Benchmark
Replacement, the BenchmarkReplacement Adjustment and any Benchmark Replacement
Conforming Changes to the Trustee, any paying agent, the Calculation Agent and
the noteholders; provided that failure to provide such notice will have no
impact on the effectiveness of, orotherwise invalidate, any such determination.
The Calculation Agent for the notes is The Bank of New York Mellon, New York,
or itssuccessor appointed by the Issuer. All determinations, decisions,
elections and any calculations made by us, the Calculation Agent or our
designee for the purposes of calculating the applicable interest on the notes
will be conclusive and binding onthe noteholders, us, the Trustee and any
paying agent, absent manifest error. None of the Issuer, the Calculation
Agent, the Trustee or any paying agent shall be responsible for determining
whether manifest error has occurred or any liabilitytherefor. If made by our
designee, such determinations, decisions, elections and calculations will be
made after consulting with us, and our designees will not make any such
determination, decision, election or calculation to which we object.Notwithstand
ing anything to the contrary in the Indenture or the notes, any determinations,
decisions, calculations or elections made in accordance with this provision
will become effective without consent from the noteholders or any other party.
Any determination, decision or election relating to the Benchmark not made by
the Calculation Agent will be made on the basis describedabove. The
Calculation Agent shall have no liability for not making any such
determination, decision or election. In addition, we may designate an entity
(which may be our affiliate) to make any determination, decision or election
that we have theright to make in connection with the determination of the
Benchmark.
Notwithstanding any other provision of "Benchmark TransitionProvisions" set
forth above, no Benchmark Replacement will be adopted, nor will the applicable
Benchmark Replacement Adjustment be applied, nor will any Benchmark
Replacement Conforming Changes be made, if in our determination, the same
couldreasonably be expected to prejudice the qualification of the notes as own
funds instruments for the purposes of the Capital Regulations.
Notwithstanding the foregoing, no Benchmark Replacement will be adopted if and
to the extent that the Issuer determines, in its solediscretion, that such
Benchmark Replacement prejudices, or could reasonably be expected to
prejudice, after the application of the applicable Benchmark Replacement
Adjustment, the Benchmark Replacement Conforming Changes and the further
decisionsand determinations as set out under this section "
--Benchmark Transition Provisions
", the then current eligible liabilities qualification of the notes, in each
case for the purposes of and in accordance with the CapitalRegulations
("Derecognition Risk").
Agreement with Respect to the Benchmark Replacement
By its acquisition of the notes, each noteholder (which, for these purposes,
includes each beneficial owner) (i) will acknowledge, accept,consent and agree
to be bound by our or our designee's determination of a Benchmark Transition
Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark
Replacement Adjustment and any Benchmark Replacement ConformingChanges,
including as may occur without any prior notice from us and without the need
for us to obtain any further consent from such noteholder,
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(ii) will waive any and all claims, in law and/or in equity, against the
Trustee, any paying agent and the Calculation Agent or our designee for, agree
not to initiate a suit against theTrustee, any paying agent and the
Calculation Agent or our designee in respect of, and agree that none of the
Trustee, any paying agent or the Calculation Agent or our designee will be
liable for, the determination of or the failure to determine anyBenchmark
Transition Event, any Benchmark Replacement Date, any Benchmark Replacement,
any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming
Changes, and any losses suffered in connection therewith and (iii) will
agreethat none of the Trustee, any paying agent or the Calculation Agent or
our designee will have any obligation to determine any Benchmark Transition
Event, any Benchmark Replacement Date, any Benchmark Replacement, any
Benchmark Replacement Adjustmentand any Benchmark Replacement Conforming
Changes (including any adjustments thereto), including in the event of any
failure by us to determine any Benchmark Transition Event, any Benchmark
Replacement Date, any Benchmark Replacement, any BenchmarkReplacement
Adjustment and any Benchmark Replacement Conforming Changes.
For the purposes of this section:
. "Benchmark Replacement" has the meaning given to that term under
"--Benchmark TransitionProvisions
" above;
. "Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can
bedetermined by us or our designee (in consultation with us) as of the Benchmark Replacement Date:
(1) the spreadadjustment (which may be a positive or negative value or zero)
that has been (i) selected or recommended by the Relevant Governmental Body or
(ii) determined by us or our designee (in consultation with us) in accordance
with the method forcalculating or determining such spread adjustment that has
been selected or recommended by the Relevant Governmental Body, in each case
for the applicable Unadjusted Benchmark Replacement; (2) if the applicable
Unadjusted Benchmark Replacementis equivalent to the ISDA Fallback Rate, then
the ISDA Fallback Adjustment; (3) the spread adjustment (which may be a
positive or negative value or zero) that has been selected by us or our
designee (in consultation with us) giving dueconsideration to industry-accepted
spread adjustments (if any), or method for calculating or determining such
spread adjustment, for the replacement of the then-current Benchmark with the
applicable Unadjusted Benchmark Replacement for U.S.dollar-denominated
floating rate notes at such time;
. "Benchmark Replacement Conforming Changes" has the meaning given to that term under"--
Benchmark Transition Provisions
" above;
. "Benchmark Replacement Date" means the earliest to occur of the following
events with respect to thethen-current Benchmark: (1) in the case of clause (1)
or (2) of the definition of "Benchmark Transition Event," the later of (a)
the date of the public statement or publication of information referenced
therein and(b) the date on which the administrator of the Benchmark permanently
or indefinitely ceases to provide the Benchmark; or (2) in the case
of clause (3) of the definition of "Benchmark Transition Event," the date
of the publicstatement or publication of information referenced therein.
For the avoidance of doubt, if the event giving rise to theBenchmark
Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be
deemed to have occurred prior to the Reference Time for such determination;
. "Benchmark Transition Event" means the occurrence of one or more
of the following events with respectto the then-current Benchmark:
(1) a public statement or publication of information by or on behalf of
theadministrator of the Benchmark announcing that such administrator has
ceased or will cease to provide the Benchmark, permanently or indefinitely,
provided that, at the time of such statement or publication, there is no
successor administrator thatwill continue to provide the Benchmark;
(2) a public statement or publication of information by the regulatory
supervisor for theadministrator of the Benchmark, the central bank for the
currency of the Benchmark, an insolvency official with jurisdiction
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over the administrator for the Benchmark, a resolution authority with
jurisdiction over the administrator for the Benchmark or a court or an entity
with similar insolvency or resolution authorityover the administrator for the
Benchmark, which states that the administrator of the Benchmark has ceased or
will cease to provide the Benchmark permanently or indefinitely, provided
that, at the time of such statement or publication, there is nosuccessor
administrator that will continue to provide the Benchmark; or
(3) a public statement or publication of information by theregulatory
supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative;
. "Benchmark Transition Provisions" has the meaning given to that term under
"--Calculationof the Benchmark
" above;
. "Compounded Daily SOFR" has the meaning given to that term under "
--Calculation of theBenchmark
" above;
. "Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight)having approximately
the same length (disregarding business day adjustments) as the applicable tenor for the then-current Benchmark;
. "designee" means an affiliate or any other agent of the Issuer;
. "ISDA Definitions" means the 2006 ISDA Definitions published by the
International Swaps and DerivativesAssociation, Inc. ("ISDA") or any successor
thereto, as amended or supplemented from time to time, or any successor
definitional booklet for interest rate derivatives published from time to time;
. "ISDA Fallback Adjustment" means the spread adjustment (which may be a positive
or negative value orzero) that would apply for derivatives transactions
referencing the ISDA Definitions to be determined upon the occurrence of an
index cessation event with respect to the Benchmark for the applicable tenor;
. "ISDA Fallback Rate" means the rate that would apply for derivatives
transactions referencing the ISDADefinitions to be effective upon the
occurrence of an index cessation date with respect to the Benchmark for
the applicable tenor excluding the applicable ISDA Fallback Adjustment;
. "Observation Period" has the meaning given to that term under "
--Calculation of theBenchmark
" above;
. "Reference Time" means (1) if the Benchmark is Compounded Daily SOFR, for each USGS
Business Day,3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (2) if
the Benchmark is not Compounded Daily SOFR, the time determined by us or our designee (in
consultation with us) in accordance with the Benchmark ReplacementConforming Changes;
. "Relevant Governmental Body" means the Federal Reserve and/or the Federal Reserve Bank of New York("NY Federal Reserve"), or
a committee officially endorsed or convened by the Federal Reserve and/or the NY Federal Reserve or any successor thereto;
. "SOFR" has the meaning given to that term under "
--Calculation of the Benchmark
"above;
. "SOFR
i
" has the meaning given to that termunder "
--Calculation of the Benchmark
" above;
. "Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark ReplacementAdjustment;
. "USGS Business Day" has the meaning given to that term under "
--Calculation of theBenchmark
" above.
Optional Redemption
Subject to the provisions described under "--
Notice of Redemption
" and "--
Condition to Redemption
"below, we may redeem, at our option, (A) the 20 notes at any time
outstanding, in whole or in part, at any time
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on or after , 2025 (six months following the Issue Date and, if any additional
20 notes are issued after the Issue Date, except for the period of six months
beginningon the issue date for any such additional 20 notes) to (but
excluding) the 20 Notes Par Redemption Date, at an amount equal to the higher
of (i) 100% of the principal amount of the notes to be redeemed and (ii) as
determined bythe Determination Agent, the sum of the present values of the
principal (discounted from the 20 Notes Par Redemption Date) and remaining
payments of interest to be made on any scheduled 20 Notes Fixed Rate Period
Interest Payment Dateto the 20 Notes Par Redemption Date for the notes to be
redeemed (not including accrued but unpaid interest, if any, on the principal
amount of the notes) discounted to the redemption date on a semi-annual basis
(assuming a
360-day
year consisting of twelve
30-day
months) at the Optional Redemption Treasury Rate plus basis points (the "20
Notes DiscountFactor") together with, in either case of (i) or (ii) above,
accrued but unpaid interest, if any, on the principal amount of the notes to
be redeemed to (but excluding) the redemption date (the "20 Notes
Make-WholeRedemption"); and/or (B) the 20 notes then outstanding, in whole but
not in part, on the 20 Notes Par Redemption Date, at an amount equal to 100%
of their principal amount together with accrued but unpaid interest, if any,
onthe principal amount of the notes to be redeemed to (but excluding) the
redemption date (the "20 Notes Par Redemption").
Subject to the provisions described under "--
Notice of Redemption
" and "--
Condition to Redemption
"below, we may redeem, at our option, (A) the 20 notes at any time
outstanding, in whole or in part, at any time on or after , 2025 (six months
following the Issue Date and, if any additional 20 notes areissued after the
Issue Date, except for the period of six months beginning on the issue date
for any such additional 20 notes) to (but excluding) the 20 Notes Par
Redemption Date, at an amount equal to the higher of (i) 100% of theprincipal
amount of the notes to be redeemed and (ii) as determined by the Determination
Agent, the sum of the present values of the principal (discounted from the 20
Notes Par Redemption Date) and remaining payments of interest to bemade on any
scheduled 20 Notes Fixed Rate Period Interest Payment Date to the 20 Notes Par
Redemption Date for the notes to be redeemed (not including accrued but unpaid
interest, if any, on the principal amount of the notes)discounted to the
redemption date on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Optional Redemption Treasury Rateplusbasis points (the "20
Notes Discount Factor") together with, in either case of (i) or (ii) above,
accrued but unpaid interest, if any, on the principal amount of the notes to
be redeemed to (butexcluding) the redemption date (the "20 Notes Make-Whole
Redemption"); and/or (B) the 20 notes then outstanding, in whole but not in
part, on the 20 Notes Par Redemption Date, at an amount equal to 100% of
theirprincipal amount together with accrued but unpaid interest, if any, on
the principal amount of the notes to be redeemed to (but excluding) the
redemption date (the "20 Notes Par Redemption").
Subject to the provisions described under "
--Notice of Redemption
" and "
--Condition to Redemption
"below, we may redeem, at our option, (A) the 20 notes at any time
outstanding, in whole or in part, at any time on or after , 2025 (six months
following the Issue Date and, if any additional 20 notes areissued after the
Issue Date, except for the period of six months beginning on the issue date
for any such additional 20 notes) to (but excluding) the 20 Notes Par
Redemption Date, at an amount equal to the higher of (i) 100% of theprincipal
amount of the notes to be redeemed and (ii) as determined by the Determination
Agent, the sum of the present values of the principal (discounted from the 20
Notes Par Redemption Date) and remaining payments of interest to bemade on any
scheduled 20 Notes Fixed Rate Period Interest Payment Date to the 20 Notes Par
Redemption Date for the notes to be redeemed (not including accrued but unpaid
interest, if any, on the principal amount of the notes)discounted to the
redemption date on a semi-annual basis (assuming a
360-day
year consisting of twelve
30-day
months) at the Optional Redemption Treasury Rateplusbasis points (the "20
Notes Discount Factor") together with, in either case of (i) or (ii) above,
accrued but unpaid interest, if any, on the principal amount of the notes to
be redeemed to (butexcluding) the redemption date (the "20 Notes Make-Whole
Redemption"); and/or (B) the 20 notes then outstanding, in whole but not in
part, on the 20 Notes Par Redemption Date, at an amount equal to 100% of
theirprincipal amount together with accrued but unpaid interest, if any, on
the principal amount of the notes to be redeemed to (but excluding) the
redemption date (the "20 Notes Par Redemption", and each of the 20 Notes
ParRedemption, the 20 Notes Par Redemption and the 20 Notes Par Redemption, a
"Par Redemption").
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"Optional Redemption Treasury Rate" means, with respect to the redemption
date,the rate per annum equal to: (1) the yield, under the heading which
represents the average for the week immediately prior to the calculation date,
appearing in the most recently published statistical release designated
"H.15," or anysuccessor publication that is published by the Board of
Governors of the Federal Reserve System that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity, under the
caption "Treasury constantmaturities," for the maturity most closely
corresponding to the applicable Par Redemption Date (if no maturity is within
three months before or after the applicable Par Redemption Date, yields for
the two published maturities most closelycorresponding to the Optional
Redemption Comparable Treasury Issue shall be determined and the Optional
Redemption Treasury Rate shall be interpolated or extrapolated from such
yields on a straight-line basis, rounding to the nearest month); or(2) if such
release (or any successor release) is not published during the week
immediately prior to the calculation date or does not contain such yields, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
OptionalRedemption Comparable Treasury Issue, calculated using a price for the
Optional Redemption Comparable Treasury Issue (expressed as a percentage of
its principal amount) equal to the Optional Redemption Comparable Treasury
Price for such redemptiondate; provided that, if the period from the
redemption date to the applicable Par Redemption Date is less than one year,
the weekly average yield on actually traded U.S. Treasury securities adjusted
to a constant maturity of one year will be used.
The Optional Redemption Treasury Rate shall be calculated by the Determination
Agent on the third Business Day preceding the redemptiondate.
In determining the Optional Redemption Treasury Rate, the below terms will
have the following meaning:
"Optional Redemption Comparable Treasury Issue" means, with respect to the
redemption date, the U.S. Treasury security selected bythe Determination Agent
as having an actual or interpolated maturity comparable with the remaining
term to the relevant Par Redemption Date, that would be utilized, at the time
of selection and in accordance with customary financial practice, inpricing
new issues of corporate debt securities denominated in U.S. dollars and of
comparable maturity to the remaining term to such Par Redemption Date.
"Optional Redemption Comparable Treasury Price" means, with respect to the
redemption date, (i) the arithmetic average of theOptional Redemption
Reference Treasury Dealer Quotations for such redemption date (calculated on
the third Business Day preceding such redemption date), after excluding the
highest and lowest such Optional Redemption Reference Treasury DealerQuotations,
or (ii) if fewer than five such Optional Redemption Reference Treasury Dealer
Quotations are received, the arithmetic average of all such quotations, or
(iii) if fewer than two such Optional Redemption Reference Treasury
DealerQuotations are received, then such Optional Redemption Reference
Treasury Dealer Quotation.
"Determination Agent" means aninvestment bank or financial institution of
international standing selected by the Issuer and which may be an affiliate of
the Issuer.
"Optional Redemption Reference Treasury Dealer" means, with respect to the
redemption date, each of up to five banks selected by theIssuer (following,
where practicable, consultation with the Determination Agent, if applicable),
or the affiliates of such banks, which are (i) primary U.S. government
securities dealers, and their respective successors, or (ii) marketmakers in
pricing corporate bond issues.
"Optional Redemption Reference Treasury Dealer Quotations" means, with respect
to eachOptional Redemption Reference Treasury Dealer and the redemption date,
the arithmetic average, as determined by the Determination Agent, of the bid
and offered prices (as quoted to the Determination Agent by such Optional
Redemption ReferenceTreasury Dealer) for the applicable Optional Redemption
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) at 11:00 a.m., New York time, on the third Business Day
preceding such redemption date.
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Payment at Maturity or upon Redemption
If a Maturity Date or date of redemption or repayment is not a Business Day,
the payment of interest and principal and/or any amount payableupon redemption
or repayment of the notes will be made on the next succeeding Business Day,
but interest on that payment will not accrue during the period from and after
the Maturity Date or date of redemption or repayment. If the notes
areredeemed, unless we default on payment of the redemption price, interest
will cease to accrue on the redemption date on the notes called for redemption.
Ranking
The notes will constitute ourdirect, unconditional, unsecured and
unsubordinated obligations ranking
pari passu
without any preference among themselves. In the event of our
winding-up
or administration, the notes will rank
paripassu
with all our other outstanding unsecured and unsubordinated obligations,
present and future, except such obligations as are preferred by operation of
law.
Pursuant to the Insolvency Act , the notes will constitute ordinary
non-preferential
debt of theIssuer and will rank in priority to secondary
non-preferential
debts and tertiary
non-preferential
debts. The terms "ordinary
non-preferential
debt,"
"secondary-non
preferential debt" and "tertiary
non-preferential
debt" shallhave the meanings given to each of them in the Insolvency Act.
In addition, see "
Risk Factors--The Issuer is a holdingcompany, which means that its right to
participate in the assets of any of its subsidiaries (including those of
BBPLC, BBUKPLC, Barclays Execution Services Limited or any other present or
future subsidiary) upon the liquidation of such subsidiariesand the extent to
which the
Issuer suffers losses if it or any of its subsidiaries are subject to bank
resolution proceedings, may depend, amongst other things, upon the degree to
which the Issuer's loans to, and investments in, suchsubsidiaries are
subordinated
."
No
Set-off
Subject to applicable law, no holder of notes may exercise, claim or plead any
right of
set-off,
compensation, counterclaim, retention or netting in respect of any amount owed
to it by us arising under, or in connection with, the notes and the Indenture
and each holder of notes shall, by virtue of its holding of any notes (or any
beneficialinterest therein), be deemed, to the fullest extent permitted under
applicable law, to have waived all such rights of
set-off,
compensation, counterclaim, retention and netting. Notwithstanding the
foregoing,if any amounts due and payable to any holder of the notes by us in
respect of, or arising under, the notes or the Indenture are discharged by
set-off,
compensation, counterclaim, retention or netting, suchholder shall, subject to
applicable law, immediately pay to us an amount equal to the amount of such
discharge (or, in the event of our
winding-up
or administration, our liquidator or administrator, as thecase may be) and,
until such time as payment is made, shall hold an amount equal to such amount
in trust for us (or our liquidator or administrator, as the case may be) and,
accordingly, any such discharge shall be deemed not to have taken place. Byits
acquisition of the notes, each holder agrees to be bound by these provisions
relating to waiver of
set-off,
compensation, counterclaim, retention and netting. No holder of notes shall be
entitled toproceed directly against us except as described in "
Description of
Debt Securities--Senior Enforcement Events and Remedies; Dated Subordinated
Enforcement Events and Remedies; Limitation on Suits--Limitation on Suits
"in the accompanying prospectus.
Tax Redemption
We may, at our option, at any time, redeem any series of the notes, in whole
of such series but not in part of the series, if (A) we arerequired to issue
definitive certificated notes in the events described under the section
entitled "
Description of Certain Provisions Relating to Debt Securities and Contingent
Capital Securities--Special Situations When a GlobalSecurity Will Be Terminated
" in the accompanying prospectus and, as a result,
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we are or would be required to pay Debt Security Additional Amounts (as
defined in the accompanying prospectus) with respect to such series; or (B) we
determine that as a result of a changein, or amendment to, the laws or
regulations of a Taxing Jurisdiction (as defined in the accompanying base
prospectus), including any treaty to which the relevant Taxing Jurisdiction is
a party, or a change in an official application of those lawsor regulations,
including a decision of any court or tribunal, which becomes effective on or
after the Issue Date (and, in the case of a successor entity, which becomes
effective on or after the date of such entity's assumption of ourobligations),
(i) we will or would be required to pay Debt Security Additional Amounts to holders of such series of notes;
(ii) we would not be entitled to claim a deduction in respect of any payments in respect of the notes of such
seriesin computing our taxation liabilities or the value of the deduction would be materially reduced; or
(iii) we would not, as a result of such series of notes being in issue, be able to have losses or deductions setagainst
the profits or gains, or profits or gains offset by the losses or deductions, of companies with which we are
or would otherwise be so grouped for applicable U.K. tax purposes (whether under the group relief system current
as at the IssueDate or any similar system or systems having like effect as may from time to time exist),
(each such change in tax law or regulation orthe official application thereof,
a "Tax Event"), in each of cases (A) and (B) above, at an amount equal to 100%
of the principal amount of the notes being redeemed together with accrued but
unpaid interest, if any, on the principalamount of the notes to be redeemed to
(but excluding) the date fixed for redemption; provided that in the case of
each Tax Event, the consequences of the Tax Event cannot be avoided by us
taking reasonable measures available to us.
In each of cases (A) and (B) above, before we give a notice of redemption
pursuant to the provisions described herein under"--
Tax Redemption
," we shall be required to deliver to the Trustee a written legal opinion of
independent counsel of recognized standing, chosen by us, confirming that we
are entitled to exercise our right of redemption pursuantto the provisions
described herein under "--
Tax Redemption
." Any redemption of notes pursuant to the provisions described herein under "--
Tax Redemption
" will also be subject to the provisions describedunder "--
Notice of Redemption
" and "--
Condition to Redemption
" below.
Loss Absorption Disqualification EventRedemption
If a Loss Absorption Regulations Event occurs on or after the Issue Date that
does, or would be likely to (in the opinionof the Issuer, the PRA or the
Relevant U.K. Resolution Authority (as defined in the accompanying
prospectus)), result in a Loss Absorption Disqualification Event with respect
to any series of the notes, we may, at our option, at any time, redeem
thenotes of such series, in whole of such series but not in part of such
series, at an amount equal to 100% of the principal amount of the notes being
redeemed together with accrued but unpaid interest, if any, on the principal
amount of the notes tobe redeemed to (but excluding) the date fixed for
redemption.
"Loss Absorption Disqualification Event" means, in respect of anyseries of
notes, the whole or any part of the outstanding aggregate principal amount of
such series of notes at any time being excluded from or ceasing to count
towards the Issuer's and/or the Group's own funds and eligible liabilitiesand/or
loss absorbing capacity, in each case for the purposes of, and in accordance
with, the relevant Capital Regulations, provided that a Loss Absorption
Disqualification Event shall not occur if such whole or part of the
outstanding principalamount of such series of notes is excluded from, or
ceases to count towards, such own funds and eligible liabilities and/or loss
absorbing capacity due to the remaining maturity of such series of notes being
less than the period prescribed by therelevant Capital Regulations.
"Loss Absorption Regulations Event" means that (i) any Capital Regulations
become effectivewith respect to the Issuer and/or the Group or (ii) there is
an amendment to, or change in, any Capital Regulation, or any
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change in the official application of any Capital Regulation, which becomes
effective with respect to the Issuer and/or the Group.
Any redemption of notes upon the occurrence of a Loss Absorption Disqualificatio
n Event will also be subject to the provisions described under"--
Notice of Redemption
" and "--
Condition to Redemption
" below.
Notice of Redemption
Any redemption of notes shall be subject to our giving not less than fifteen
(15) days', nor more than sixty (60) days',prior notice to the holders of such
notes via DTC or the relevant clearing system(s) (or, if the notes are held in
definitive form, to the holders at their addresses shown on the register for
such notes) (such notice being irrevocable except in thelimited circumstances
described in the following paragraph) specifying our election to redeem such
notes and the date fixed for such redemption. Notice by DTC to participating
institutions and by these participants to street name holders ofbeneficial
interests in the notes will be made according to arrangements among them and
may be subject to statutory or regulatory requirements.
If we have elected to redeem any notes but prior to the payment of the
redemption amount with respect to such redemption the Relevant U.K.Resolution
Authority exercises its U.K.
Bail-in
Power (as defined in the accompanying prospectus) in respect of such notes,
the relevant redemption notice shall be automatically rescinded and shall be
of noforce and effect, and no payment of the redemption amount will be due and
payable.
Condition to Redemption
Notwithstanding any other provision, we may redeem any notes before their
Maturity Date (and give notice thereof to the holders of such notes)only if we
have obtained the prior consent of the Relevant U.K. Resolution Authority (if
such consent is then required by the Capital Regulations) for the redemption
of such notes. In addition, any such redemption of any series of notes shall
besubject to the additional conditions set out under "
Description of Debt Securities--Additional Conditions Relating to Redemption
and Repurchase of Debt Securities--Senior Debt Securities
" in the accompanying prospectus.
Condition to Repurchase
We or any memberof the Group may purchase or otherwise acquire any outstanding
notes at any price in the open market or otherwise in accordance with the
Capital Regulations, and subject to the prior consent of the Relevant U.K.
Resolution Authority (if such consentis then required by the Capital
Regulations). In addition, any such repurchase of outstanding notes shall be
subject to the additional conditions set out under "
Description of Debt Securities--Additional Conditions Relating to
Redemptionand Repurchase of Debt Securities--Senior Debt Securities
" in the accompanying prospectus.
General
Book-entry interests in the notes will be issued in minimum denominations of
$200,000 and in integral multiples of $1,000 in excess thereof.
The principal corporate trust office of the Trustee in the City of London is
designated as the principal paying agent. We may at any timedesignate
additional paying agents or rescind the designation of paying agents or
approve a change in the office through which any paying agent acts.
We will issue the notes in fully registered form. Each series of the notes
will be represented by one or more global securities registered inthe name of
a nominee of DTC. You will hold beneficial interest in the relevant notes
through DTC and its participants, including Euroclear and Clearstream
Luxembourg. The underwriters expect to deliver the notes through the
facilities of DTC on, 2024. Indirect holders trading their
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beneficial interests in the notes through DTC must trade in DTC's
same-day
funds settlement system and pay in immediately available funds. Secondarymarket
trading through Euroclear and Clearstream, Luxembourg will occur in the
ordinary way following the applicable rules and operating procedures of
Euroclear and Clearstream, Luxembourg. See "
Clearance and Settlement
" in theaccompanying prospectus for more information about these clearing
systems.
Definitive certificated notes will only be issued in limitedcircumstances
described under "
Description of Certain Provisions Relating to Debt Securities and Contingent
Capital Securities
--
Special Situations When a Global Security Will Be Terminated
" in the accompanying prospectus.
Payment of principal of and interest on the notes, so long as the notes are
represented by global securities, will be made in immediatelyavailable funds.
Beneficial interests in the global securities will trade in the
same-day
funds settlement system of DTC, and secondary market trading activity in such
interests will therefore settle in
same-day
funds.
We may, without the consent of the holders of the notes, issue additional
notes havingthe same ranking and same interest rate, Maturity Date, redemption
terms and other terms as any series of notes described in this prospectus
supplement except for the price to the public and issue date (the "additional
notes"). Any suchadditional notes, together with the notes of the same series
offered by this prospectus supplement, will constitute a single series of such
securities under the Indenture. There is no limitation on the amount of notes
or other debt securities thatwe may issue under the Indenture.
See "
Description of Senior Notes--Senior Enforcement Events and Remedies
" of thisprospectus supplement for descriptions of certain provisions
applicable to the holders of the notes.
Senior Enforcement Events and Remedies
Winding-up
If a Senior
Winding-up
Event occurs, the outstanding principal amount of the notes together with
anyaccrued but unpaid interest thereon will become immediately due and payable.
A "Senior
Winding-up
Event" with respect to the notes shall result if (i) a court of competent
jurisdiction in England (or such other jurisdiction in which we may be
organized) makes an order for our
winding-up
which is not successfully appealed within thirty (30) days of the making of
such order, (ii) our shareholders adopt an effective resolution for our
winding-up
(other than, in the case of either (i) or (ii) above, under or in connection
with a scheme of reconstruction, merger or amalgamation not involving a
bankruptcy or insolvency) or(iii) following the appointment of an
administrator of the Issuer, the administrator gives notice that it intends to
declare and distribute a dividend.
Non-payment
If we fail to pay any amount that has become due and payable under any series
of notes and such failure continues for fourteen (14) days,the Trustee may
give us notice of such failure. If within a period of fourteen (14) days
following the provision of such notice, the failure continues and has not been
cured nor waived (a "Senior
Non-Payment
Event"), the Trustee may, in respect of such notes, at its discretion and
without further notice to us institute proceedings in England (or such other
jurisdiction in which we may beorganized) (but not elsewhere) for our
winding-up
and/or prove in our
winding-up
and/or claim in our liquidation or administration.
Limited remedies for breach of obligations (other than
non-payment)
In addition to the remedies for
non-payment
provided above, the Trustee may, without further notice,institute such
proceedings against us as the Trustee may deem fit to enforce any term,
obligation or condition
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binding on us under any notes or the Indenture (other than any payment
obligation of the Issuer under or arising from such notes or the Indenture,
including, without limitation, payment of anyprincipal or interest, including
Debt Security Additional Amounts) (such obligation, a "Senior Performance
Obligation"); provided always that the Trustee (acting on behalf of the
holders of such notes) and the holders of such notes may notenforce, and may
not be entitled to enforce or otherwise claim, against us any judgment or
other award given in such proceedings that requires the payment of money by
us, whether by way of damages or otherwise (a "Senior MonetaryJudgment"),
except by proving such Senior Monetary Judgment in our
winding-up
and/or by claiming such Senior Monetary Judgment in our administration.
By its acquisition of any notes, each holder of notes acknowledges and agrees
that such holder will not seek to enforce or otherwise claim,and will not
direct the Trustee (acting on behalf of the holders of such notes) to enforce
or otherwise claim, a Senior Monetary Judgment against us in connection with
our breach of a Senior Performance Obligation, except by proving such
SeniorMonetary Judgment in our
winding-up
and/or by claiming such Senior Monetary Judgment in our administration. See "
Risk Factors--Under the terms of the notes, you will have limited enforcement
eventsand remedies
" above.
No other remedies
Other than the limited remedies specified herein under "--
Senior Enforcement Events and Remedies
" and subject to"--
Trust Indenture Act remedies
" below, no remedy against us will be available to the Trustee (acting on
behalf of the holders of notes) or the holders of notes whether for the
recovery of amounts owing in respect of such notesor under the Indenture or in
respect of any breach by us of any of our obligations under or in respect of
the terms of such notes or under the Indenture in relation thereto; provided,
however, that such limitation shall not apply to our obligationsto pay the
fees and expenses of, and to indemnify, the Trustee (including fees and
expenses of Trustee's counsel).
Trust Indenture Actremedies
Notwithstanding the limitation on remedies specified herein under "--
Senior Enforcement Events andRemedies
," (1) the Trustee will have such powers as are required to be authorized to
it under the Trust Indenture Act in respect of the rights of the holders of
notes under the provisions of the Indenture and (2) nothing shall impairthe
right of a holder of notes under the Trust Indenture Act, absent such holder's
consent, to sue for any payment due but unpaid with respect to such notes. No
holder of notes shall be entitled to proceed directly against us except
asdescribed herein in "
Description of Debt Securities--Senior Enforcement Events and Remedies; Dated
Subordinated Enforcement Events and Remedies; Limitation on Suits--Limitation
on Suits
" in the accompanying prospectus.
Under the terms of the Indenture, the exercise of the U.K.
Bail-in-Power
by the Relevant U.K. Resolution Authority with respect to any notes is not a
Senior Enforcement Event (as defined below).
Trustee's Duties
In case of aSenior Enforcement Event under the Indenture of which a
responsible officer of the Trustee shall have received written notice at the
Corporate Trust Office of the Trustee, the Trustee shall exercise such of the
rights and powers vested in it by theIndenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs. For these
purposes, a "Senior Enforcement Event" shalloccur, with respect to each series
of notes, (i) upon the occurrence of a Senior
Winding-Up
Event, (ii) upon the occurrence of a Senior
Non-Payment
Event withrespect to such series of notes or (iii) upon a breach by us of a
Senior Performance Obligation with respect to such series of notes. Holders of
a majority of the aggregate principal amount of the outstanding notes of the
relevant series maywaive any past Senior Enforcement Event specified in clause
(iii) in the preceding sentence but may not waive any past Senior Enforcement
Event specified in clauses (i) and (ii) in the preceding sentence.
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If a Senior Enforcement Event occurs and is continuing with respect to the
notes of anyseries, the Trustee will have no obligation to take any action at
the direction of any holders of the notes of such series, unless they have
offered the Trustee security or indemnity satisfactory to the Trustee in its
sole discretion. Subject to theforegoing sentence, the holders of a majority
in aggregate principal amount of the outstanding notes of the relevant series
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to theTrustee or exercising any trust or
power conferred on the Trustee with respect to such notes. However, this
direction (a) must not be in conflict with any rule of law or the Indenture
and (b) must not be unjustly prejudicial to theholder(s) of such notes not
taking part in the direction, in the case of either (a) or (b) as determined
by the Trustee in its sole discretion. The Trustee may also take any other
action, consistent with the direction, that it deems proper.
The Trustee will, within ninety (90) days of a Senior Enforcement Event with
respect to the notes of the relevant series, give toeach affected holder of
such notes notice of any Senior Enforcement Event known to the Trustee, unless
the Senior Enforcement Event has been cured or waived. However, the Trustee
will be entitled to withhold notice if a trust committee ofresponsible
officers of the Trustee determine in good faith that withholding of notice is
in the interest of the holders.
We are requiredto furnish to the Trustee annually a statement as to our
compliance with all conditions and covenants under the Indenture.
Agreement with Respect tothe Exercise of U.K.
Bail-in
Power
Notwithstanding and to the exclusion of any other term ofthe relevant series
of notes or any other agreements, arrangements or understandings between us
and any holder or beneficial owner of notes or the Trustee on behalf of the
holders of the notes, by acquiring any notes, each holder and beneficialowner
of notes acknowledges, accepts, agrees to be bound by, and consents to the
exercise of, any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority that may result in (i) the
reduction orcancellation of all, or a portion, of the principal amount of, or
interest on, such notes; (ii) the conversion of all, or a portion of, the
principal amount of, or interest on, such notes into shares or other
securities or other obligations ofthe Issuer or another person (and the issue
to, or conferral on, the holder or beneficial owner of such notes, of such
shares, securities or obligations); (iii) the cancellation of such notes
and/or (iv) the amendment or alteration of thematurity of such notes, or
amendment of the amount of interest due on such notes, or the dates on which
interest becomes payable, including by suspending payment for a temporary
period; which U.K.
Bail-in
Power may be exercised by means of a variation of the terms of such notes
solely to give effect to the exercise by the Relevant U.K. Resolution
Authority of such U.K.
Bail-in
Power. For more information, seethe section entitled "
Description of Debt Securities--Agreement with Respect to the Exercise of U.K.
Bail-in
Power
" in the accompanying prospectus. See also "
RiskFactors--Under the terms of the relevant series of notes, you have agreed
to be bound by the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority
" above.
No repayment of the principal amount of any notes or payment of interest on
any notes shall become due and payable after the exercise of anyU.K.
Bail-in
Power by the Relevant U.K. Resolution Authority unless such repayment or
payment would be permitted to be made by the Issuer under the laws and
regulations of the U.K. and the European Unionapplicable to the Issuer.
Upon the exercise of the U.K.
Bail-in
Power by the Relevant U.K.Resolution Authority with respect to the notes, the
Issuer shall provide a written notice to DTC as soon as practicable regarding
such exercise of the U.K.
Bail-in
Power for purposes of notifying holders ofsuch occurrence. The Issuer shall
also deliver a copy of such notice to the Trustee for information purposes.
Any delay or failure by the Issuer in delivering any notice referred to in
this paragraph shall not affect the validity and enforceabilityof the U.K.
Bail-in
Power.
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Subsequent Holders' Agreement
Holders of the notes that acquire the notes in the secondary market shall be
deemed to acknowledge, agree to be bound by and consent to thesame provisions
specified herein to the same extent as the holders of the notes that acquire
the notes upon their initial issuance, including, without limitation, with
respect to the acknowledgement and agreement to be bound by and consent to
theterms of the notes, including in relation to the U.K.
Bail-in
Power, the waiver of
set-off
provisions referred to under "
--No
Set-off
" and the limitation of remedies under "
--Senior Enforcement Events and Remedies
."
Payment of Debt Security Additional Amounts
The notes are subject to the provisions set forth in the accompanying
prospectus under "
Description of DebtSecurities
--
Payment of Debt Security Additional Amounts
."
Trustee
The Trustee under the Indenture will be The Bank of New York Mellon, London
Branch (which is referred to as The Bank of New York Mellon, actingthrough its
London Branch in the accompanying prospectus). See "
Description of Senior Notes--Senior Enforcement Events and Remedies--Trust
Indenture Act remedies
" of this prospectus supplement for a description of theTrustee's procedures
and remedies available in the event of a default and "
--Trustee's Duties
" above for a description of the Trustee's procedures and remedies available
in the event of a Senior Enforcement Event.
Governing Law
The Indenture and thenotes are governed by, and construed in accordance with,
the laws of the State of New York, except that, as specified in the Indenture,
the provisions relating to waiver of
set-off
in the Indenture will begoverned by and construed in accordance with English
law.
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U.S. FEDERAL INCOME TAX CONSIDERATIONS
Although the matter is not free from doubt, the Issuer intends to treat the
notes as variable rate debt instruments for U.S. federal incometax purposes.
You should consult your own tax advisor regarding the characterization of the
notes for such purposes.
For a summary of theU.S. tax considerations at the date hereof with respect to
the acquisition, ownership and disposition of debt instruments, please review
the section entitled "
Tax Considerations--U.S. Taxation of Debt Securities
" in theaccompanying prospectus.
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UNITED KINGDOM TAX CONSIDERATIONS
For a summary of the U.K. withholding and other tax considerations at the date
hereof with respect to the acquisition, ownership anddisposition of the notes,
please review the section entitled "
Tax Considerations--United Kingdom Taxation of Senior Debt Securities
" in the accompanying prospectus, except that the references to "Finance Act
2023-2024"in (i) the sixth paragraph under the
sub-heading
"Transfers of securities" under the heading "Stamp Duty" and (ii) the last
paragraph under the sub-heading "Transfers ofsecurities" under the heading
"Stamp Duty Reserve Tax" in the accompanying prospectus are deleted and
replaced with "Finance Act 2024."
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BENEFIT PLAN INVESTOR CONSIDERATIONS
A fiduciary of a pension, profit-sharing or other employee benefit plan
subject to the U.S. Employee Retirement Income Security Act of 1974,as amended
("ERISA") or any entity or account deemed to hold "plan assets" of the
foregoing (each, a "Plan"), should consider the fiduciary standards of ERISA
in the context of the Plan's particular circumstancesbefore authorizing an
investment in the notes.
General Fiduciary Considerations
Among other factors, the fiduciary should consider whether the investment
would satisfy the prudence and diversification requirements of ERISAand would
be consistent with the documents and instruments governing the Plan, and
whether the investment would involve a prohibited transaction under ERISA or
the Code. In addition, Plans, as well as plans that are subject to Section
4975 ofthe Code (including individual retirement accounts and Keogh plans) and
entities and accounts deemed to hold "plan assets" of the foregoing (also,
"Plans") should consider the fact that none of the Issuer, the Calculation
Agent,the Trustee, the underwriters and/or any of their respective affiliates
or employees (the "Transaction Parties") will act as a fiduciary to any Plan
with respect to the decision to invest such Plan's assets in the notes.
Prohibited Transactions
Section 406 of ERISA and Section 4975 of the Code prohibit Plans from engaging
in certain transactions involving "planassets" with persons who are "parties
in interest" under ERISA or "disqualified persons" under the Code with respect
to the Plan. A violation of these prohibited transaction rules may result in
excise tax or otherliabilities under ERISA or the Code for those persons,
unless exemptive relief is available under an applicable statutory, regulatory
or administrative exemption. Employee benefit plans that are governmental
plans (as defined in Section 3(32)of ERISA), certain church plans (as defined
in Section 3(33) of ERISA) and
non-U.S.
plans (as described in Section 4(b)(4) of ERISA)
("Non-ERISA
Arrangements") are not subject to the requirements of Section 406 of ERISA or
Section 4975 of the Code but may be subject to similar provisions under
applicable federal, state, local,
non-U.S.
or other laws ("Similar Laws").
The Transaction Parties may be considered a party in interest or disqualified
person withrespect to many Plans. The acquisition and holding of the notes by
a Plan with respect to which any Transaction Party is or becomes a party in
interest or disqualified person may result in a prohibited transaction under
ERISA or Section 4975 ofthe Code, unless the notes are acquired and held
pursuant to an applicable exemption. The U.S. Department of Labor has issued
five prohibited transaction class exemptions, or "PTCEs," that may provide
exemptive relief if required fordirect or indirect prohibited transactions
that may arise from the purchase or holding of the notes. These exemptions are
PTCE
84-14
(for certain transactions determined by independent qualified professionalasset
managers), PTCE
90-1
(for certain transactions involving insurance company pooled separate
accounts), PTCE
91-38
(for certain transactions involving bankcollective investment funds), PTCE
95-60
(for transactions involving certain insurance company general accounts), and
PTCE
96-23
(for transactions managed by
in-house
asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20)
of the Code provide an exemption for the purchase and sale of the notes,
provided that neither the Issuer nor any ofits affiliates has or exercises any
discretionary authority or control or renders any investment advice with
respect to the assets of any Plan involved in the transaction, and provided
further that the Plan pays no more and receives no less than"adequate
consideration" in connection with the transaction (the "service provider
exemption"). There can be no assurance that all of the conditions of any such
exemptions (or any other exemption) will be satisfied.
ERISA and Similar Law Representations
Any purchaser or holder of the notes or any interest therein will be deemed to
have represented by its purchase and holding of the notes or anyinterest
therein that either (1) it is not a Plan or
Non-ERISA
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Arrangement and is not purchasing the notes on behalf of, or with the assets
of, any Plan or
Non-ERISA
Arrangement or (2) (i) the purchase and holdingof the notes will not
constitute a
non-exempt
prohibited transaction under ERISA or the Code or a similar violation under
any applicable Similar Laws and (ii) none of the Transaction Parties directly
orindirectly exercises any discretionary authority or control or renders
investment advice or otherwise acts in a fiduciary capacity with respect to
the assets of the Plan.
Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in
non-exempt
prohibited transactions, it is important that fiduciaries or other persons
considering purchasing the notes on behalf of or with the assets of any Plan or
Non-ERISA
Arrangement consult with their counsel regarding the availability of exemptive
relief under any of the PTCEs listed above, the service provider exemption, or
any other applicable exemption, or thepotential consequences of any purchase
or holding under Similar Laws, as applicable.
Purchasers of the notes have exclusiveresponsibility for ensuring that their
purchase and holding of the notes do not violate the fiduciary or prohibited
transaction rules of ERISA or the Code or any similar provisions of Similar
Laws. The sale of any notes to a Plan or
Non-ERISA
Arrangement is in no respect a representation by us or any of our affiliates
or representatives that such an investment meets all relevant legal
requirements with respect to investments by any such Plansor
Non-ERISA
Arrangements generally or any particular Plan or
Non-ERISA
Arrangement or that such investment is appropriate for such Plans or
Non-ERISA
Arrangements generally or any particular Plan or
Non-ERISA
Arrangement.
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UNDERWRITING (CONFLICTS OF INTEREST)
Subject to the terms and conditions set forth in the Underwriting
Agreement--Standard Provisions, dated March 3, 2021, incorporatedin the
pricing agreement dated , 2024, between us and the underwriters named below,
we have agreed to issue to the underwriters, and each underwriter has
severally undertaken to purchase, the principal amount of notes setforth
opposite its name below:
Underwriters Principal Amount Principal Amount Principal Amount
of the 20 Notes of the 20 Notes of the 20 Notes
Barclays Capital Inc. $ $ $
Total $ $ $
The underwriting agreement and the pricing agreement provide that the
obligations of the underwriters aresubject to certain conditions precedent and
that the underwriters have undertaken to purchase all the notes offered by
this prospectus supplement if any of these notes are purchased.
The underwriters propose to offer the notes directly to the public at the
price to public set forth on the cover of this prospectussupplement. After the
initial offering of the notes, the price to public and other selling terms may
be varied by Barclays Capital Inc.
We estimate that our total expenses for the offering, excluding underwriting
commissions, will be approximately $ .
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act.
The notes are new issue securities with no established trading market. We will
apply to list the notes on the NYSE. Trading on the NYSE isexpected to begin
within 30 days of the initial delivery of the notes.
The notes will settle through the facilities of DTC and itsparticipants
(including Euroclear and Clearstream, Luxembourg).
The CUSIP, ISIN and Common Code for each series of notes is:
CUSIP ISIN Common Code
20 notes
20 notes
20 notes
Certain of the underwriters may not be U.S. registered broker-dealers and
accordingly will not effect anysales within the United States except in
compliance with applicable U.S. laws and regulations, including the rules of
FINRA.
Certain ofthe underwriters and their affiliates have performed investment
banking and advisory services for us from time to time for which they have
received customary fees and expenses. The underwriters and their affiliates
may from time to time engage intransactions with and perform services for us
in the ordinary course of business.
It is expected that delivery of the notes will be made,against payment of the
notes, on or about , 2024, which will be the business day in the United
States following the date of pricing of the notes. Under Rule
15c6-1
under the Securities Exchange Act of 1934, purchases or sales of securities in
the
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secondary market generally are required to settle within one business day
(T+1), unless the parties to any such transaction expressly agree otherwise.
Accordingly, purchasers who wish to tradethe notes on any day prior to the
business day before delivery will be required, by virtue of the fact that the
notes initially will not settle on T+1 in the United States, to specify any
alternate settlement cycle at the time of any such trade toprevent a failed
settlement. Purchasers of the notes who wish to make such trades should
consult their own advisors.
Conflicts of Interest
Barclays Capital Inc., the Sole Structuring Adviser and Sole Bookrunner, is an
affiliate of Barclays PLC and, as such, is deemed to have a"conflict of
interest" in this offering within the meaning of Rule 5121 (or any successor
rule thereto). Consequently, this offering is being conducted in compliance
with the provisions of Rule 5121. Barclays Capital Inc. is notpermitted to
sell notes in this offering to an account over which it exercises
discretionary authority without the prior specific written approval of the
account holder.
Stabilization Transactions and Short Sales
In connection with the offering, the underwriters may purchase and sell notes
in the open market. These transactions may include short sales,stabilizing
transactions and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriters of a greater number of notes than
they are required to purchase in the offering. The underwriters may close a
shortposition by purchasing notes in the open market. Stabilizing transactions
consist of various bids for, or purchases of, the notes made by the
underwriters in the open market prior to the completion of the offering.
Purchases to cover a short position and stabilizing transactions may have the
effect of preventing or retarding a decline in the market priceof the notes.
As a result, the price of the notes may be higher than the price that
otherwise might exist in the open market. If these activities are commenced,
they may be discontinued at any time.
Broker-dealers and other persons are cautioned that some of their activities
may result in their being deemed participants in the distributionof the notes
of any series in a manner that would render them statutory underwriters and
subject them to the prospectus delivery and liability provisions of the
Securities Act. Among other activities, broker-dealers and other persons may
make shortsales of the notes of any series and may cover such short positions
by borrowing notes from us or our affiliates or by purchasing notes from us or
our affiliates subject to our obligation to repurchase such notes at a later
date. As a result ofthese activities, these market participants may be deemed
statutory underwriters. A determination of whether a particular market
participant is an underwriter must take into account all the facts and
circumstances pertaining to the activities of theparticipant in the particular
case, and the example mentioned above should not be considered a complete
description of all the activities that would lead to designation as an
underwriter and subject a market participant to the prospectus deliveryand
liability provisions of the Securities Act. This prospectus will be deemed to
cover any short sales of notes of any series by market participants who cover
their short positions with notes borrowed or acquired from us or our
affiliates in themanner described above.
Market-Making Resales
This prospectus supplement and the accompanying prospectus may be used by an
affiliate of Barclays in connection with offers and sales of thenotes in
market-making transactions. In a market-making transaction, such affiliate may
resell the notes it acquires from other holders, after the original offering
and sale of the notes, or may make short sales of the notes and may cover such
shortpositions by borrowing the notes from Barclays, its affiliates or others,
or by purchasing the notes from Barclays, its affiliates or others subject to
an obligation to repurchase such notes at a later date.
Resales of this kind may occur in the open market or may be privately
negotiated, at prevailing market prices at the time of resale or atrelated or
negotiated prices. In these transactions, such affiliate may act as
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principal, or agent, including as agent for the counterparty in a transaction
in which such affiliate acts as principal, or as agent for both counterparties
in a transaction in which suchaffiliate does not act as principal. This
prospectus supplement and the accompanying prospectus will be deemed to cover
any short sales of the notes by market participants, including Barclays or its
affiliates, and any return of the notes borrowedor acquired from Barclays, its
affiliates or others, or any equivalent notes, to cover their short positions
and any other transaction or transfer in connection therewith in the manner
described above. Such affiliate may receive compensation in theform of
discounts and commissions, including from both counterparties in some cases.
The price to public specified on the cover of thisprospectus supplement
relates to the initial offering of the notes. This amount does not relate to
notes sold in market-making transactions.
We do notexpect to receive any proceeds from market-making transactions.
Information about the trade and settlement dates, as well as thepurchase
price, for a market-making transaction will be provided to the purchaser in a
separate confirmation of sale.
Selling Restrictions
Canada
The notes may be sold onlyto purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National
Instrument
45-106
Prospectus Exemptions
or subsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations
. Any resale of the notesmust be made in accordance with an exemption from, or
in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if thisprospectus
supplement or the accompanying prospectus (including any amendment thereto)
contain a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit prescribed by
thesecurities legislation of the purchaser's province or territory.
The purchaser should refer to any applicable provisions of thesecurities
legislation of the purchaser's province or territory for particulars of these
rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting Conflicts
("NI
33-105"),
the underwriters are not required to comply with the disclosure requirements
of NI
33-105
regarding underwriter conflicts of interest in connection with thisoffering.
U.K.
Eachunderwriter has represented, warranted and agreed that, in connection with
the distribution of the notes, directly or indirectly, it: (i) has only
communicated or caused to be communicated, and will only communicate or cause
to be communicated,an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the notes in circumstances in which
Section 21(1) of the FSMA does not applyto the Issuer; and (ii) has complied
and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the notes in, from or otherwise involving
the U.K.
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Prohibition of Sales to U.K. Retail Investors
Each underwriter has represented, warranted and agreed that it has not
offered, sold or otherwise made available and will not offer, sell orotherwise
make available any notes to any retail investor in the U.K. For the purposes
of this provision, the expression "retail investor" means a person who is one
(or more) of the following:
1. a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part ofdomestic law of the U.K. by virtue of the Withdrawal Act; or
2. a customer within the meaning of the provisions of the FSMA and any rules or regulations made
under the FSMA toimplement Directive (EU) 2016/97, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law of the U.K. by virtue of the WithdrawalAct.
Prohibition of Sales to EEA Retail Investors
Each underwriter has represented, warranted and agreed that it has not
offered, sold or otherwise made available and will not offer, sell orotherwise
make available any notes to any retail investor in the EEA. For the purposes
of this provision, the expression "retail investor" means a person who is one
(or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would
not qualify asa professional client as defined in point (10) of Article 4(1) of MiFID II.
Hong Kong
Each underwriter has represented, warranted and agreed that:
(i) it has not offered or sold and will not offer or sell in Hong Kong,
by means of any document, any notes otherthan (a) to "professional
investors" as defined in the Securities and Futures Ordinance (Cap.
571) of Hong Kong (the "SFO") and any rules made under the SFO; or (b)
in other circumstances which do not result in thedocument being a
"prospectus" as defined in the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute
an offer to the public within the meaning of that Ordinance; and
(ii) it has not issued or had in its possession for the purposes of issue, and will
not issue or have in itspossession for the purposes of issue, whether in Hong
Kong or elsewhere, any advertisement, invitation or document relating to the
notes, which is directed at, or the contents of which are likely to be accessed
or read by, the public of Hong Kong(except if permitted to do so under the
securities laws of Hong Kong) other than with respect to notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to
"professional investors" as defined in the SFOand any rules made under the SFO.
Japan
The notes have not been and will not be registered under the Financial
Instruments and Exchange Act of Japan (Act No. 25 of 1948, asamended, the
"FIEA"). Accordingly, each underwriter has represented and agreed that it has
not offered or sold and undertakes that it will not offer or sell any notes
directly or indirectly, in Japan or to, or for the benefit of, anyresident of
Japan or to others for
re-offering
or resale, directly or indirectly, in Japan or to, or for the benefit of, any
resident of Japan except pursuant to an exemption from the registration
requirementsof, and otherwise in compliance with the FIEA and other relevant
laws and regulations of Japan. As used in this paragraph, "resident of Japan"
means any person resident in Japan, including any corporation or other entity
organized underthe laws of Japan.
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Singapore
Each underwriter has acknowledged that this prospectus supplement and the
accompanying prospectus have not been and will not be registered as
aprospectus with the Monetary Authority of Singapore. Accordingly, each
underwriter has represented, warranted and agreed that it has not offered or
sold any notes or caused the notes to be made the subject of an invitation for
subscription orpurchase and will not offer or sell any notes or cause the
notes to be made the subject of an invitation for subscription or purchase,
and has not circulated or distributed, nor will it circulate or distribute,
this prospectus supplement and theaccompanying prospectus or any other
document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the notes, whether directly or indirectly, to any
person in Singapore other than (i) to aninstitutional investor (as defined in
Section 4A of the Securities and Futures Act 2001 of Singapore (the "SFA"))
pursuant to Section 274 of the SFA or (ii) to an accredited investor (as
defined in Section 4A of theSFA) pursuant to and in accordance with the
conditions specified in Section 275 of the SFA.
Taiwan
The offering, sale, resale and distribution of the notes have not been and
will not be approved by or registered with the Financial SupervisoryCommission
of Taiwan ("FSC"), Securities and Futures Bureau ("SFB") under the FSC, other
regulatory authority, or authorized organization in Taiwan, the Republic of
China ("Taiwan") pursuant to the applicablesecurities/financial laws, and/or
any regulatory rules or rulings ("applicable laws"), and thus the notes cannot
be offered, sold, resold or distributed in Taiwan. Each underwriter has
represented, warranted and agreed that it has notoffered, sold, resold,
distributed or otherwise made available and will not offer, sell, resell,
distribute or otherwise make available any notes within Taiwan through a
public offering, private placement, sale, distribution, or in circumstanceswhich
constitute an offer, private placement, sale, or distribution under any of
the applicable laws that requires a notification, registration or filing with
or the approval of the FSC, SFB, other regulatory authority, and/or
authorizedorganization of Taiwan. Each underwriter has further represented,
warranted and agreed that no person or entity in Taiwan is authorized to
offer, solicit, market, sell, resell, distribute, or otherwise make available
any notes or the provision ofinformation relating to this prospectus
supplement and the accompanying prospectus.
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VALIDITY OF NOTES
Cleary Gottlieb Steen & Hamilton LLP, our United States counsel, will pass
upon the validity of the notes under New York law.Clifford Chance LLP, our
English solicitors, will pass on the validity of the notes under English law.
Linklaters LLP, United States counsel for the underwriters, will pass upon
certain matters of New York law for the underwriters.
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BARCLAYS PLC
Debt Securities
Contingent Capital Securities
Ordinary Shares
This prospectus describessome of the general terms that may apply to the
securities described herein (the "securities") and the general manner in which
they may be offered.
We will give you the specific terms of the securities, and the manner in which
they are offered, in supplements to this prospectus. You should read
thisprospectus and the prospectus supplements carefully before you invest. We
may offer and sell these securities to or through one or more underwriters,
dealers and agents, including our subsidiary Barclays Capital Inc., or
directly to purchasers, on adelayed or continuous basis. We will indicate the
names of any underwriters in the applicable prospectus supplement.
We may use this prospectus to offerand sell from time to time senior and dated
subordinated debt securities, contingent capital securities and ordinary
shares (including the ordinary shares into which the contingent capital
securities may under certain circumstances convert). Inaddition, Barclays
Capital Inc. or another of our affiliates may use this prospectus in
market-making transactions in certain of these securities after their initial
sale.
Unless we or our agent informs you otherwise in the confirmation ofsale, this
prospectus is being used in market-making transactions.
Our ordinary shares are admitted to trading on the London Stock Exchange
underthe symbol "BARC." Our American depositary shares, each currently
representing four of our ordinary shares, are listed on the New York Stock
Exchange under the trading symbol "BCS."
The securities are not deposit liabilities of Barclays PLC and are not covered
by the U.K. Financial Services Compensation Scheme or insured by the
UnitedStates Federal Deposit Insurance Corporation or any other governmental
agency of the United States, the United Kingdom or any other jurisdiction.
Each holder or beneficial owner of senior debt securities, dated subordinated
debt securities or contingent capital securities acknowledges and agrees
thatthe rights of the holders or beneficial owners of such securities are
subject to, and will be varied, if necessary, solely to give effect to, the
exercise of any U.K.
Bail-in
Power (as defined herein) by theRelevant U.K. Resolution Authority (as defined
herein). For more information, see the sections entitled "Description of Debt
Securities--Agreement with Respect to the Exercise of U.K.
Bail-in
Power" and "Description of Contingent Capital Securities--Agreement with
Respect to the Exercise of U.K.
Bail-in
Power" in this prospectus.
This prospectus may not be used to sell securities unless it is accompanied by
a prospectus supplement.
Neither the Securities and Exchange Commission nor any other regulatory body
has approved or disapproved of these securities or passed upon the accuracy
oradequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus is March 1, 2024
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TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS 1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2
CERTAIN DEFINITIONS 3
THE BARCLAYS GROUP 5
USE OF PROCEEDS 6
DESCRIPTION OF DEBT SECURITIES 7
DESCRIPTION OF CONTINGENT CAPITAL SECURITIES 27
DESCRIPTION OF ORDINARY SHARES 48
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CONTINGENT CAPITAL SECURITIES 51
CLEARANCE AND SETTLEMENT 54
TAX CONSIDERATIONS 60
EMPLOYEE RETIREMENT INCOME SECURITY ACT 80
PLAN OF DISTRIBUTION 82
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES 87
WHERE YOU CAN FIND MORE INFORMATION 88
FURTHER INFORMATION 89
VALIDITY OF SECURITIES 90
EXPERTS 91
EXPENSES OF ISSUANCE AND DISTRIBUTION 92
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FORWARD-LOOKING STATEMENTS
This prospectus and certain documents incorporated by reference herein contain
certain forward-looking statements within the meaning ofSection 21E of the
U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Group (as definedbelow). We caution readers that no
forward-looking statement is a guarantee of future performance and that actual
results or other financial condition or performance measures could differ
materially from those contained in the forward-lookingstatements.
Forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements
sometimes use words such as "may," "will," "seek,""continue," "aim,"
"anticipate," "target," "projected," "expect," "estimate," "intend," "plan,"
"goal," "believe," "achieve" orother words of similar meaning. Examples of
forward-looking statements include, among others, statements or guidance
regarding or relating to the Group's future financial position, business
strategy, income levels, costs, assets andliabilities, impairment charges,
provisions, capital, leverage and other regulatory ratios, capital
distributions (including policy on dividends and share buybacks), return on
tangible equity, projected levels of growth in banking and financialmarkets,
industry trends, any commitments and targets (including environmental, social
and governance ("ESG") commitments and targets), plans and objectives for
future operations and other statements that are not historical or
currentfacts. By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements speak only as at the date on which they are made.
Forward-looking statements may beaffected by a number of factors, including,
without limitation: changes in legislation, regulations, governmental and
regulatory policies, expectations and actions, voluntary codes of practices
and the interpretation thereof, changes inInternational Financial Reporting
Standards ("IFRS") and other accounting standards, including practices with
regard to the interpretation and application thereof and emerging and
developing ESG reporting standards; the outcome of currentand future legal
proceedings and regulatory investigations; the Group's ability along with
governments and other stakeholders to measure, manage and mitigate the impacts
of climate change effectively; environmental, social and geopoliticalrisks and
incidents, pandemics and similar events beyond the Group's control; the impact
of competition in the banking and financial services industry; capital,
liquidity, leverage and other regulatory rules and requirements applicable to
past,current and future periods; United Kingdom ("U.K."), United States
("U.S."), Eurozone and global macroeconomic and business conditions, including
inflation; volatility in credit and capital markets; market related risks such
aschanges in interest rates and foreign exchange rates; reforms to benchmark
interest rates and indices; higher or lower asset valuations; changes in
credit ratings of any entity within the Group or any securities issued by it;
changes in counterpartyrisk; changes in consumer behavior; the direct and
indirect consequences of the conflicts in Ukraine and the Middle East on
European and global macroeconomic conditions, political stability and
financial markets; political elections; developments inthe U.K.'s relationship
with the European Union ("E.U."); the risk of cyber-attacks, information or
security breaches, technology failures or other operational disruptions and
any subsequent impacts on the Group's reputation,business or operations; the
Group's ability to access funding; and the success of acquisitions, disposals
and other strategic transactions. A number of these factors are beyond the
Group's control. As a result, the Group's actualfinancial position, results,
financial and
non-financial
metrics or performance measures or its ability to meet commitments and targets
may differ materially from the statements or guidance set forth in theGroup's
forward-looking statements. In setting our targets and outlook for the period
2024-2026, we have made certain assumptions about the macro-economic
environment, including, without limitation, inflation, interest and
unemployment rates,the different markets and competitive conditions in which
we operate, and our ability to grow certain businesses and achieve costs
savings and other structural actions. The list above is not exhaustive and
there are other factors that may cause ouractual results to differ materially
from the forward-looking statements contained in this prospectus and the
documents incorporated by reference herein. You are also advised to read
carefully the risk factors set out in the section entitled"Risk Factors" in
our filings with the U.S. Securities and Exchange Commission (the "SEC"),
including, without limitation, in our Annual Report on Form
20-F
for the financial year endedDecember 31, 2023 (File
No. 001-09246),
filed with the SEC on February 20, 2024 (the "2023 Form
20-F"),
which are available on the SEC'swebsite at
http://www.sec.gov
for a discussion of certain factors that should be considered when deciding
what action to take in relation to the securities.
Subject to our obligations under the applicable laws and regulations of any
relevant jurisdiction, (including, without limitation, the U.K.and the U.S.),
in relation to disclosure and ongoing information, we undertake no obligation
to update publicly or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
the SEC, which means that we can disclose importantinformation to you by
referring you to those documents. The information that we incorporate by
reference into this prospectus is an important part of this prospectus. The
most recent information that we file with the SEC automatically updates
andsupersedes earlier information.
We have filed with the SEC a registration statement on Form
F-3
relating to the securities covered by this prospectus. This prospectus is a
part of the registration statement and omits some of the information contained
in the registration statement in accordance with SEC rules and regulations.
You should reviewthe information in, and exhibits to, the registration
statement for further information on us and the securities we are offering.
Statements in this prospectus concerning any document we have filed or will
file as an exhibit to the registrationstatement or that we have otherwise
filed with the SEC are not intended to be comprehensive and are qualified in
their entirety by reference to these filings. You should review the complete
document to evaluate these statements. You may review acopy of the
registration statement at the SEC's internet site, as described under "Where
You Can Find More Information" in this prospectus.
We filed the 2023 Form
20-F
with the SEC on
February 20, 2024
(File
No. 001-09246).
We are incorporating the 2023 Form
20-F
by reference into this prospectus.
In addition, we incorporate by reference into this prospectus any future
documents that we may file with the SEC under Sections 13(a), 13(c),14 or
15(d) of the Exchange Act from the date of this prospectus until the offering
contemplated in this prospectus is completed. Reports on Form
6-K
we may furnish to the SEC after the date of this prospectus(or portions
thereof) are incorporated by reference in this prospectus only to the extent
that the report expressly states that it is (or such portions are)
incorporated by reference in this prospectus.
We will provide to you, upon your written or oral request, without charge, a
copy of any or all of the documents referred to above which wehave
incorporated in this prospectus by reference. You should direct your requests
to Barclays Treasury, Barclays PLC, 1 Churchill Place, London E14 5HP, United
Kingdom
(telephone: 011-44-20-7116-1000).
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CERTAIN DEFINITIONS
For purposes of this prospectus:
. "Capital Regulations" means, at any time, the laws, regulations,
requirements, standards, guidelinesand policies relating to capital
adequacy and/or minimum requirement for own funds and eligible
liabilities and/or loss absorbing capacity for credit institutions
of either (i) the PRA and/or (ii) any other national or European
authority,in each case then in effect in the United Kingdom (or
in such other jurisdiction in which the Issuer may be organized
or domiciled) and applicable to the Group, including U.K. CRD;
. "EU CRD" means:
(i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on
prudentialrequirements for credit institutions and investments firms, as amended before IP completion day; and
(ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013
on access to theactivity of credit institutions and the prudential supervision
of credit institutions and investment firms, amending Directive 2002/87/EC and
repealing Directives 2006/48/EC and 2006/49/EC, as amended before IP completion day;
. "Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;
. "IP completion day" has the meaning given in the U.K. European Union (Withdrawal Agreement) Act 2020;
. "PRA" means the Prudential Regulation Authority of the United Kingdom or such
other governmentalauthority in the United Kingdom (or if the Issuer becomes
domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction)
having primary responsibility for the prudential supervision of the Issuer;
. "The Depository Trust Company" or "DTC" shall include any successor clearing system;
. "Tier 1 Capital" means Tier 1 Capital for the purposes of the Capital Regulations;
. "Tier 2 Capital" means Tier 2 Capital for the purposes of the Capital Regulations;
. "U.K. CRD" means the legislative package consisting of:
(i) the U.K. CRD Regulation;
(ii) the law of the U.K. or any part of it (as amended or replaced in
accordance with domestic law from time totime), which immediately
before IP completion day implemented Directive 2013/36/EU of the
European Parliament and of the Council of 26 June 2013 on access to the
activity of credit institutions and the prudential supervision of
creditinstitutions and investment firms, amending Directive 2002/87/EC
and repealing Directives 2006/48/EC and 2006/49/EC and its implementing
measures, such Directive as amended before IP completion day; and
(iii) direct EU legislation (as defined in the Withdrawal Act), which immediately
before IP completion dayimplemented EU CRD as it forms part of domestic law
of the United Kingdom by virtue of the Withdrawal Act and as the same may
be amended or replaced in accordance with domestic law from time to time;
. "U.K. CRD Regulation" means Regulation (EU) No 575/2013 of the European Parliament and of the Councilof
26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before
IP completion day, as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act
and as the same may be furtheramended or replaced in accordance with domestic law from time to time;
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. "Withdrawal Act" means the U.K. European Union (Withdrawal Act) 2018, as amended;
. "we," "us," "our," "Barclays" and the "Issuer" refer toBarclays PLC
(or any successor entity), unless the context requires otherwise;
. " " and "sterling" shall refer to the lawful currency for the time being of the UnitedKingdom; and
. "US$," "$" and "U.S. dollars" shall refer to the lawful currency for the time beingof the United States.
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THE BARCLAYS GROUP
Barclays is a diversified bank with five operating divisions comprising:
Barclays UK, Barclays UK Corporate Bank, Barclays Private Bank andWealth
Management, Barclays Investment Bank and Barclays US Consumer Bank, supported
by Barclays Execution Services Limited, the Group-wide service company
providing technology, operations and functional services to business across
the Group.Barclays UK broadly represents businesses that sit within the UK
ring-fenced bank, Barclays Bank UK PLC and its subsidiaries, and comprises
Personal Banking, Business Banking and Barclaycard Consumer UK. The Personal
Banking business offers retailsolutions to help customers with their
day-to-day
banking needs, the UK Business Banking business serves business clients, from
high growth
start-ups
to SMEs, with specialist advice, and the Barclaycard Consumer UK business
offers flexible borrowing and payment solutions.
The remaining divisions broadly represent the businesses that sit within the
non-ring
fenced bank,Barclays Bank PLC and its subsidiaries. Barclays UK Corporate Bank
offers lending, trade and working capital, liquidity, payments and FX
solutions for corporate clients with turnover from 6.5m (excluding those that
form part of the FTSE 350).Barclays Private Bank and Wealth Management
comprises the Private Bank, Wealth Management and Investments businesses.
Barclays Investment Bank incorporates the Global Markets, Investment Banking
and International Corporate Banking businesses,serving FTSE 350, multinationals
and financial institution clients that are regular users of Investment Bank
services. Barclays US Consumer Bank represents the US credit card business,
focused in the partnership market, as well as an online depositfranchise.
The Issuer is the ultimate holding company of the Group.
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USE OF PROCEEDS
Unless otherwise indicated in the accompanying prospectus supplement, the net
proceeds from the offering of the securities will be used forgeneral corporate
purposes of the Issuer and its subsidiaries and/or the Group and may be used
to strengthen further the capital base of the Issuer and its subsidiaries
and/or the Group.
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DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms of the debt securities (as
defined below). It sets forth possible terms and provisions foreach series of
debt securities. Each time that we offer debt securities, we will prepare and
file a prospectus supplement with the SEC, which you should read carefully.
The prospectus supplement may contain additional terms and provisions of
thosedebt securities. If there is any inconsistency between the terms and
provisions presented here and those in the prospectus supplement, those in the
prospectus supplement will apply and will replace those presented here.
The debt securities of any series will be either our senior obligations (the
"Senior Debt Securities") or our dated subordinatedobligations (the "Dated
Subordinated Debt Securities" and, together with the Senior Debt Securities,
the "debt securities"). Neither the Senior Debt Securities nor the Dated
Subordinated Debt Securities will be secured by anyassets or property of
Barclays PLC or any of its subsidiaries or affiliates (including Barclays Bank
PLC, its subsidiary).
We willissue Senior Debt Securities and Dated Subordinated Debt Securities,
respectively, under the Senior Debt Securities Indenture dated as of January
17, 2018, between us and The Bank of New York Mellon, London Branch, as
trustee (as heretoforesupplemented and amended, the "Senior Debt Securities
Indenture") and the Dated Subordinated Debt Securities Indenture dated as of
May 9, 2017, between us and The Bank of New York Mellon, London Branch, as
trustee (as heretoforesupplemented and amended, the "Dated Subordinated Debt
Securities Indenture"). The terms of the debt securities include those stated
in the relevant indenture and any supplements thereto, and those terms made
part of the relevant indentureby reference to the U.S. Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"). The Senior Debt Securities
Indenture and Dated Subordinated Debt Securities Indenture and any supplements
thereto are sometimes referred to inthis section of the prospectus
individually as an "indenture" and collectively as the "indentures." We have
filed the indentures as exhibits to the registration statement of which this
prospectus is a part.
Because this section is a summary, it does not describe every aspect of the
debt securities in detail. This summary is subject to, andqualified by
reference to, all of the definitions and provisions of the relevant indenture,
any supplement to the relevant indenture and the form of the instrument
representing each series of debt securities. Certain terms, unless otherwise
definedhere, have the meaning given to them in the relevant indenture.
References to "you" and "holder" in thesubsections to this section
"Description of Debt Securities," entitled "--Ranking," "--No
Set-off,"
"--Agreement with Respect to the Exercise of U.K.
Bail-in
Power," "--Subsequent Holders' Agreement," "--Payment of Debt Security
Additional Amounts," "--Senior Enforcement Events and Remedies; Dated
SubordinatedEnforcement Events and Remedies; Limitation on Suits--Senior
Enforcement Events and Remedies--Limited remedies for breach of obligations
(other than
non-payment),"
"--Senior EnforcementEvents and Remedies; Dated Subordinated Enforcement
Events and Remedies; Limitation on Suits --Senior Enforcement Events and
Remedies--No other remedies," "--Senior Enforcement Events and Remedies; Dated
SubordinatedEnforcement Events and Remedies; Limitation on Suits--Dated
Subordinated Enforcement Events and Remedies--Limited remedies for breach of
obligations (other than
non-payment)"
and"--Senior Enforcement Events and Remedies; Dated Subordinated Enforcement
Events and Remedies; Limitation on Suits --Dated Subordinated Enforcement
Events and Remedies--No other remedies" below, include beneficial owners of
thedebt securities.
General
Thedebt securities are not deposit liabilities of Barclays PLC and are not
insured by any regulatory body of the United States or the United Kingdom.
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Because we are a holding company, our rights to participate in the assets of
any of oursubsidiaries upon its liquidation will be subject to the prior
claims of the subsidiaries' creditors, including, in the case of our bank
subsidiaries, their respective depositors, except, in our case, to the extent
that we may ourselves be acreditor with recognized claims against the relevant
subsidiary.
The indentures do not limit the amount of debt securities that we mayissue. We
may issue the debt securities in one or more series, or as units comprised of
two or more related series. The prospectus supplement will indicate for each
series or of two or more related series of debt securities:
. the issue date;
. the maturity date;
. the specific designation and aggregate principal amount of the debt securities;
. any limit on the aggregate principal amount of the debt securities that may be authenticated or delivered;
. the person to whom any interest on a debt security may be payable, if other than the holder on the relevantrecord date;
. the prices at which we will issue the debt securities;
. if interest is payable, the interest rate or rates, or how to calculate the
interest rate or rates, and underwhat circumstances interest is payable;
. whether we will issue the Senior Debt Securities as Discount Senior Debt
Securities, as explained in this sectionbelow, and the amount of the discount;
. provisions, if any, for the discharge and defeasance of debt securities of any series;
. any condition applicable to payment of any principal, premium or interest on debt securities of any series;
. the dates and places at which any payments are payable;
. the places where notices, demands to or upon us in respect of the
debt securities may be served and notice toholders may be published;
. the terms of any mandatory or optional redemption and related notices;
. the denominations in which the debt securities will be issued, which may be
an integral multiple of either$1,000, $25 or any other specified amount;
. the amount, or how to calculate the amount, that we will pay to the debt security holder, if the debt security isredeemed
before its stated maturity or accelerated, or for which the trustee shall be entitled to file and prove a claim;
. whether and how the debt securities may or must be converted into any
other type of securities, or their cashvalue, or a combination of these;
. the currency or currencies in which the debt securities are denominated, and in which we make any payments;
. whether we will issue the debt securities wholly or partially as one or more global debt securities;
. what conditions must be satisfied before we will issue the debt securities in definitive form ("definitivedebt securities");
. any reference asset we will use to determine the amount of any payments on the debt securities;
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. any other or different Senior Enforcement Events, in the case of Senior Debt Securities, or any other ordifferent
Dated Subordinated Enforcement Events, in the case of Dated Subordinated Debt Securities, or category of defaults
or covenants applicable to any of the debt securities, and the relevant terms if they are different from the
terms in theSenior Debt Securities Indenture or the Dated Subordinated Debt Securities Indenture, as applicable;
. in the case of Dated Subordinated Debt Securities, any other applicable subordination provisions
if differentfrom the subordination provisions in the Dated Subordinated Debt Securities Indenture;
. any restrictions applicable to the offer, sale and delivery of the debt securities;
. whether we will pay Debt Security Additional Amounts, as defined below, on the debt securities;
. whether we will issue the debt securities in registered form ("registered
debt securities") or inbearer form ("bearer debt securities") or both;
. for registered debt securities, the record date for any payment of principal, interest or premium;
. any listing of the debt securities on a securities exchange;
. the extent to which holders of the debt securities
may exercise, claim or plead any right of
set-off,
compensation, counterclaim, retention or netting in respect of any amount owed to it by us
arising under, or in connection with, the debt securities, if different from the waiver of
set-off
provisions in the Senior Debt Securities Indenture or the
Dated Subordinated Debt Securities Indenture, as applicable;
. the names and duties of any
co-trustees,
depositaries, authenticatingagents, paying agents, calculation agents, transfer agents or registrars of any series;
. any applicable additional or alternative provision or provisions related to the U.K.
Bail-in
Power (as defined below);
. any other or different terms of the debt securities; and
. what we believe are any additional material U.S. federal and U.K. tax considerations.
If we issue debt securities in bearer form, the special restrictions and
considerations relating to such bearer debt securities, includingapplicable
offering restrictions and U.S. tax considerations, will be described in the
relevant prospectus supplement.
Debt securitiesmay bear interest at a fixed rate or a floating rate or we may
sell debt securities that bear no interest or that bear interest at a rate
below the prevailing market interest rate or we may sell Senior Debt
Securities at a discount to their statedprincipal amount ("Discount Senior
Debt Securities"). The relevant prospectus supplement will describe special
U.S. federal income tax considerations applicable to Discount Senior Debt
Securities or to debt securities issued at par thatare treated for U.S.
federal income tax purposes as having been issued at a discount.
The prospectus supplement relating to any series ofdebt securities may also
include, if applicable, a discussion of considerations under the Employee
Retirement Income Security Act of 1974, as amended.
Holders of debt securities have no voting rights except as explained in this
section below under "--Modification and Waiver" and"--Senior Enforcement
Events and Remedies; Dated Subordinated Enforcement Events and Remedies;
Limitation on Suits."
If weissue Senior Debt Securities designed to count towards any minimum
requirements for own funds and eligible liabilities and/or loss absorbing
capacity for the purposes of the Capital Regulations, the terms of such Senior
Debt Securities may differfrom those described in this prospectus and will be
set out in the accompanying prospectus supplement.
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If we issue Dated Subordinated Debt Securities that qualify as Tier 2 Capital
or othercapital for the purposes of the Capital Regulations, the terms may
vary from those described in this prospectus and will be set forth in the
accompanying prospectus supplement.
Market-Making Transactions.
If you purchase your debt security in a market-making transaction, you will
receive information about theprice you pay and your trade and settlement dates
in a separate confirmation of sale. A market-making transaction is one in
which Barclays Capital Inc. or another of our affiliates resells a security
that it has previously acquired from anotherholder. A market-making
transaction in a particular debt security occurs after the original issuance
and sale of the debt security.
Payments
The relevant prospectus supplement will specify the date on which we will pay
interest, if any, the date for payments of principal and anypremium, on any
particular series of debt securities. The prospectus supplement will also
specify the interest rate or rates, if any, or how the rate or rates will be
calculated.
Ranking
Senior Debt Securities.
Senior Debt Securities constitute our direct, unconditional, unsecured and
unsubordinated obligations ranking
pari passu
without any preference among themselves. In the event of our
winding-up
oradministration, the Senior Debt Securities will rank
pari passu
with all our other outstanding unsecured and unsubordinated obligations,
present and future, except such obligations as are preferred by operation of
law.
Pursuant to the U.K. Insolvency Act 1986, as amended or replaced from time to
time (the "Insolvency Act"), the Senior DebtSecurities will constitute ordinary
non-preferential
debt of the Issuer and will rank in priority to secondary
non-preferential
debts and tertiary
non-preferential
debts. The terms "ordinary
non-preferential
debt,"
"secondary-non
preferential debt" and"tertiary
non-preferential
debt" shall have the meanings given to each of them in the Insolvency Act.
Dated Subordinated Debt Securities.
Dated Subordinated Debt Securities constitute our direct, unsecured and
subordinated obligationsranking
pari passu
without any preference among themselves.
Unless the applicable prospectus supplement provides otherwise, in theevent of
our
winding-up
or administration, the claims of the trustee (on behalf of the holders of the
Dated Subordinated Debt Securities but not the rights and claims of the
trustee in its personal capacityunder the Dated Subordinated Debt Securities
Indenture) and the holders of the Dated Subordinated Debt Securities against
us, in respect of such Dated Subordinated Debt Securities (including any
damages or other amounts (if payable)) shall:
(i) be subordinated to the claims of all Senior Creditors;
(ii) rank at least
pari passu
with the claims in respect of Parity Obligations and with the claims of all
other subordinated creditorsof the Issuer which in each case by law rank, or
by their terms are expressed to rank,
pari passu
with the Dated Subordinated Debt Securities; and
(iii) rank senior to the Issuer's ordinary shares, preference shares and any
junior subordinated obligations (including JuniorObligations) or other
securities which in each case either by law rank, or by their terms are
expressed to rank, junior to the Dated Subordinated Debt Securities.
"Secondary
non-preferential
debts" shall have the meaning given to it in the Insolvency Act.
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"Senior Creditors" with respect to a particular series of Dated Subordinated
DebtSecurities, means creditors of the Issuer (i) who are unsubordinated
creditors; (ii) who are subordinated creditors (whether in the event of a
winding-up
or administration of the Issuer or otherwise)other than (x) those whose claims
by law rank, or by their terms are expressed to rank,
pari passu
with or junior to the claims of the holders of the Dated Subordinated Debt
Securities or (y) those whose claims are in respect ofParity Obligations or
Junior Obligations; or (iii) who are creditors in respect of any secondary
non-preferential
debts.
"Parity Obligations" with respect to a particular series of Dated Subordinated
Debt Securities, shall have the meaning set forth inthe applicable prospectus
supplement.
"Junior Obligations" with respect to a particular series of Dated Subordinated
DebtSecurities, shall have the meaning set forth in the applicable prospectus
supplement.
In the event of our
winding-up
or liquidation, if any amount in respect of the Dated Subordinated Debt
Securities is paid to the holders of such Dated Subordinated Debt Securities
or to the trustee (including any damages or otheramounts (if payable)) before
the claims of Senior Creditors, then such payment or distribution shall be
held by such holders or the trustee upon trust to be applied in the following
order: (i) to the amounts due to the trustee in connectionwith the Dated
Subordinated Debt Securities Indenture, the Dated Subordinated Debt Securities
and the acceptance or administration of the trust or trusts under the Dated
Subordinated Debt Securities Indenture; (ii) in payment of all claims ofSenior
Creditors outstanding at the commencement of, or arising solely by virtue of, a
winding-up
of the Issuer to the extent that such claims shall be admitted in the
winding-up
and shall not be satisfied out of the Issuer's other resources; and (iii) in
payment of Dated Subordinated Debt Securities issued under the Dated
Subordinated Debt Securities Indenture. Byaccepting the Dated Subordinated
Debt Securities, each holder agrees to be bound by the Dated Subordinated Debt
Securities Indenture's subordination provisions and irrevocably authorizes the
Issuer's liquidator to perform on behalf of theholder the above subordination
trust.
Pursuant to the Insolvency Act, the Dated Subordinated Debt Securities will
constitute tertiary
non-preferential
debts of the Issuer and therefore both ordinary
non-preferential
debts and secondary
non-preferential
debts will rankahead of any claims in respect of the Dated Subordinated Debt
Securities.
No
Set-off
Subject to applicable law and unless the applicable prospectus supplement
provides otherwise, no holder of debt securities may exercise, claimor plead
any right of
set-off,
compensation, counterclaim, retention or netting in respect of any amount owed
to it by us arising under, or in connection with, the debt securities and the
Senior DebtSecurities Indenture or Dated Subordinated Debt Securities
Indenture, as applicable, and each holder of debt securities shall, by virtue
of its holding of any debt security (or any beneficial interest therein), be
deemed, to the fullest extentpermitted under applicable law, to have waived
all such rights of
set-off,
compensation, counterclaim, retention and netting. Notwithstanding the
foregoing, if any amounts due and payable to any holder of thedebt securities
by us in respect of, or arising under, the debt securities or the relevant
indenture are discharged by
set-off,
compensation, counterclaim, retention or netting, such holder shall, subject
toapplicable law and unless the applicable prospectus supplement provide
otherwise, immediately pay to us an amount equal to the amount of such
discharge (or, in the event of our
winding-up
or administration,our liquidator or administrator, as the case may be) and,
until such time as payment is made, shall hold an amount equal to such amount
in trust for us (or our liquidator or administrator, as the case may be) and,
accordingly, any such dischargeshall be deemed not to have taken place. By its
acquisition of debt securities, each holder agrees to be bound by these
provisions relating to waiver of
set-off,
compensation, counterclaim, retention andnetting. No
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holder of debt securities shall be entitled to proceed directly against us
except as described in "--Senior Enforcement Events and Remedies; Dated
Subordinated Enforcement Events andRemedies; Limitation on Suits--Limitation
on Suits" below.
Agreement with Respect to the Exercise of U.K.
Bail-in
Power
Notwithstanding and to the exclusion of any other term of the debt securities
orany other agreements, arrangements or understandings between the Issuer and
any holder or the trustee on behalf of the holders of debt securities, by
acquiring debt securities, each holder of debt securities acknowledges,
accepts, agrees to be boundby, and consents to the exercise of, any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority that may result in (i) the
reduction or cancellation of all, or a portion, of the principal amount of,or
interest on, the debt securities; (ii) the conversion of all, or a portion of,
the principal amount of, or interest on, the debt securities into shares or
other securities or other obligations of the Issuer or another person (and the
issueto, or conferral on, the holder of the debt securities of such shares,
securities or obligations); (iii) the cancellation of the debt securities
and/or (iv) the amendment or alteration of the maturity of the debt
securities, or amendment of theamount of interest due on the debt securities,
or the dates on which interest becomes payable, including by suspending
payment for a temporary period; which U.K.
Bail-in
Power may be exercised by means of avariation of the terms of the debt
securities solely to give effect to the exercise by the Relevant U.K.
Resolution Authority of such U.K.
Bail-in
Power. Each holder further acknowledges and agrees that therights of the
holders of the debt securities are subject to, and will be varied, if
necessary, solely to give effect to, the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority. Forthe avoidance of doubt,
this consent and acknowledgment is not a waiver of any rights holders of the
debt securities may have at law if and to the extent that any U.K.
Bail-in
Power is exercised by theRelevant U.K. Resolution Authority in breach of laws
applicable in England.
For the purposes of the debt securities, a "U.K.
Bail-in
Power" is any write-down, conversion, transfer, modification and/or suspension
power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of banks,banking group companies,
credit institutions and/or investment firms incorporated in the United Kingdom
in effect and applicable in the United Kingdom to the Issuer or other members
of the Group, including but not limited to any such laws,regulations, rules or
requirements that are implemented, adopted or enacted within the context of
any applicable European Union directive or regulation of the European
Parliament and of the Council establishing a framework for the recovery
andresolution of credit institutions and investment firms, and/or within the
context of a U.K. resolution regime under the U.K. Banking Act 2009, as the
same has been or may be amended from time to time (whether pursuant to the
U.K. Financial Services(Banking Reform) Act 2013, secondary legislation or
otherwise, the "Banking Act"), pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any of its
affiliates can be reduced, cancelled,amended, transferred and/or converted
into shares or other securities or obligations of the obligor or any other
person (and a reference to the "Relevant U.K. Resolution Authority" is to any
authority with the ability to exercise a U.K.
Bail-in
Power).
No repayment of the principal amount of the debt securities or payment of
interest onthe debt securities shall become due and payable after the exercise
of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority unless such repayment or
payment would be permitted to be made by theIssuer under the laws and
regulations of the United Kingdom and the European Union applicable to the
Issuer.
By its acquisition of thedebt securities, each holder of debt securities, to
the extent permitted by the Trust Indenture Act, waives any and all claims
against the trustee for, agrees not to initiate a suit against the trustee in
respect of, and agrees that the trusteeshall not be liable for, any action
that the trustee takes, or abstains from taking, in either case in accordance
with the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority withrespect to the debt
securities.
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Upon the exercise of the U.K.
Bail-in
Power by theRelevant U.K. Resolution Authority with respect to the debt
securities, the Issuer shall provide a written notice to DTC as soon as
practicable regarding such exercise of the U.K.
Bail-in
Power for purposes ofnotifying holders of such occurrence. The Issuer shall
also deliver a copy of such notice to the trustee for information purposes.
Any delay or failure by the Issuer in delivering any notice referred to in
this paragraph shall not affect thevalidity and enforceability of the U.K.
Bail-in
Power.
By its acquisition of the debt securities,each holder of debt securities
acknowledges and agrees that the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to a particular
series of debt securities shall notgive rise to a default for purposes of
Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee
in Case of Default) of the Trust Indenture Act.
The Issuer's obligations to indemnify the trustee in accordance with the
indentures shall survive the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the debt
securities.
By itsacquisition of the debt securities, each holder of debt securities
acknowledges and agrees that, upon the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the
debtsecurities, (a) the trustee shall not be required to take any further
directions from holders of the debt securities under Section 5.12 (Control by
Holders) of the Senior Debt Securities Indenture or Section 5.13 (Control by
Holders)of the Dated Subordinated Debt Securities Indenture, as applicable,
which sections authorize holders of a majority in aggregate principal amount
of the outstanding debt securities of the relevant series of Senior Debt
Securities or DatedSubordinated Debt Securities to direct certain actions
relating to the relevant debt securities and (b) the Senior Debt Securities
Indenture and the Dated Subordinated Debt Securities Indenture, as applicable,
shall impose no duties upon thetrustee whatsoever with respect to the exercise
of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority. Notwithstanding the
foregoing, if, following the completion of the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority in respect of the debt
securities, the debt securities remain outstanding (for example, if the
exercise of the U.K.
Bail-in
Power results in only a partial write-down of the principal of the debt
securities), then the trustee's duties under the Senior Debt Securities
Indenture or Dated Subordinated Debt SecuritiesIndenture shall remain
applicable with respect to the debt securities following such completion to
the extent that the Issuer and the trustee shall agree pursuant to a
supplemental indenture to the Senior Debt Securities Indenture or the
DatedSubordinated Debt Securities Indenture, as applicable, or an amendment
thereto.
By its acquisition of the debt securities, each holder ofdebt securities shall
be deemed to have (a) consented to the exercise of any U.K.
Bail-in
Power as it may be imposed without any prior notice by the Relevant U.K.
Resolution Authority of its decision toexercise such power with respect to the
debt securities and (b) authorized, directed and requested DTC and any direct
participant in DTC or other intermediary through which it holds such debt
securities to take any and all necessary action, ifrequired, to implement the
exercise of any U.K.
Bail-in
Power with respect to the debt securities as it may be imposed, without any
further action or direction on the part of such holder or the trustee.
The exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to thedebt
securities shall not constitute a Senior Enforcement Event or a Dated
Subordinated Enforcement Event, as applicable.
The relevantprospectus supplement may describe additional or alternative
related provisions with respect to the U.K.
Bail-in
Power, including certain waivers by the holders of debt securities of certain
claims against thetrustee, to the extent permitted by the Trust Indenture Act.
Subsequent Holders' Agreement
Holders of debt securities that acquire debt securities in the secondary
market shall be deemed to acknowledge, agree to be bound by andconsent to the
same provisions specified herein and in the applicable prospectus supplement
to the same extent as the holders of the debt securities that acquire the debt
securities upon their initial issuance, including, without limitation,
withrespect to the acknowledgement and agreement to
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be bound by and consent to the terms of the debt securities, including in
relation to the U.K.
Bail-in
Power, the waiver of
set-off
provisions described under "--No
Set-off"
and, for the Dated Subordinated Debt Securities, the subordination provisions
described under"--Ranking" and the limitations on remedies specified in
"--Senior Enforcement Events and Remedies; Dated Subordinated Enforcement
Events and Remedies; Limitation on Suits--Dated Subordinated Enforcement
Events andRemedies--Limited remedies for breach of obligations (other than
non-payment)."
Payment of DebtSecurity Additional Amounts
Unless the relevant prospectus supplement provides otherwise, we will pay any
amounts to be paid by us onany series of debt securities without deduction or
withholding for, or on account of, any and all present or future income, stamp
and other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Taxes") now orhereafter imposed, levied, collected, withheld or
assessed by or on behalf of the United Kingdom or any political subdivision or
authority thereof or therein that has the power to tax (each, a "Taxing
Jurisdiction"), unless the deductionor withholding is required by law. Unless
the relevant prospectus supplement provides otherwise, if at any time a Taxing
Jurisdiction requires us to deduct or withhold Taxes, we will pay the
additional amounts of, or in respect of, any interest (butnot principal or any
premium) on the debt securities ("Debt Security Additional Amounts") that are
necessary so that the net amounts in respect of interest paid to the holders
(excluding the beneficial owners), after the deduction orwithholding, shall
equal the amounts in respect of interest which would have been payable had no
such deduction or withholding been required. However, we will not pay Debt
Security Additional Amounts for Taxes:
. that are payable because the holder of the debt securities is a domiciliary, national or resident of, or engagesin business
or maintains a permanent establishment or is physically present in, a Taxing Jurisdiction requiring that deduction or
withholding, or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of thedebt
security, or the collection of any payment of, or in respect of any interest on, any debt securities of the relevant series;
. that are payable because (except in the case of our
winding-up
inEngland) the relevant debt security is presented for payment in the United Kingdom;
. that are payable because the relevant debt security is presented for payment more than
thirty (30) daysafter the date payment became due or was provided for, whichever is
later, except to the extent that the holder would have been entitled to the Debt Security
Additional Amounts on presenting the debt security for payment at the close of such
30-day
period;
. that are payable because the holder of the relevant debt securities or
the beneficial owner of any payment of (orin respect of) any interest
on debt securities failed to make any necessary claim or to comply with
any certification, identification or other requirements concerning the
nationality, residence, identity or connection with the Taxing Jurisdiction
ofsuch holder or beneficial owner, if such claim or compliance is required
by statute, treaty, regulation or administrative practice of the Taxing
Jurisdiction as a condition to relief or exemption from such Taxes; or
. if the Taxes would not have been imposed or would have been excluded under one of the preceding points if thebeneficial owner
of, or person ultimately entitled to obtain an interest in, the debt securities had been the holder of the debt securities.
Whenever we refer in this prospectus and any prospectus supplement to the
payment of any interest on, or in respect of, any debt securities ofany
series, we mean to include the payment of Debt Security Additional Amounts to
the extent that, in context, Debt Security Additional Amounts are, were or
would be payable.
For the avoidance of doubt, unless the relevant prospectus supplement provides
otherwise, any amounts to be paid by us or any paying agent onthe debt
securities will be paid net of any deduction or withholding imposed or
required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"), any current or future regulations
orofficial interpretations thereof, any agreement entered into pursuant
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to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules
or practices adopted pursuant to any intergovernmental agreement entered into
in connection with theimplementation of such Sections of the Code (or any law
implementing such an intergovernmental agreement) (a "FATCA Withholding Tax"),
and neither we nor any paying agent will be required to pay Debt Security
Additional Amounts on accountof any FATCA Withholding Tax.
Unless the relevant prospectus supplement provides otherwise, any paying agent
shall be entitled to make adeduction or withholding from any payment which it
makes under the debt securities and the relevant indenture for or on account
of (i) any present or future taxes, duties or charges if and to the extent so
required by any applicable law and(ii) any FATCA Withholding Tax (together,
"Applicable Law"). In either case, the paying agent shall make any payment
after a deduction or withholding has been made pursuant to Applicable Law and
shall report to the relevantauthorities the amount so deducted or withheld. In
all cases, the paying agent shall have no obligation to gross up any payment
made subject to any deduction or withholding pursuant to Applicable Law. In
addition, amounts deducted or withheld by thepaying agent under this paragraph
will be treated as paid to the holder of a debt security, and we will not pay
Debt Security Additional Amounts in respect of such deduction or withholding,
except to the extent the provisions in this subsection"--Payment of Debt
Security Additional Amounts" explicitly provide otherwise.
Redemption
Redemption for Tax Reasons.
Unless the relevant prospectus supplement provides otherwise, we may, at our
option, at any time, redeem thedebt securities of any series, in whole but not
in part, upon not less than fifteen (15) nor more than sixty (60) days' notice
(or the shorter or longer notice period specified in the relevant prospectus
supplement) to the holders atany time, if (A) in the case of the Senior Debt
Securities, we are required to issue definitive debt securities (see
"Description of Certain Provisions Relating to Debt Securities and Contingent
Capital Securities--Special SituationsWhen a Global Security Will Be
Terminated") and, as a result, we are or would be required to pay Debt
Security Additional Amounts with respect to the Senior Debt Securities; or (B)
we determine that as a result of a change in or amendmentto the laws or
regulations of a Taxing Jurisdiction, including any treaty to which the
relevant Taxing Jurisdiction is a party, or a change in an official
application of those laws or regulations, including a decision of any court or
tribunal, whichbecomes effective on or after the issue date of the relevant
series of debt securities (and, in the case of a successor entity, which
becomes effective on or after the date of that entity's assumption of our
obligations), (i) we will or wouldbe required to pay holders Debt Security
Additional Amounts; (ii) we would not be entitled to claim a deduction in
respect of any payments in respect of the relevant series of debt securities
in computing our taxation liabilities or the valueof the deduction would be
materially reduced; (iii) we would not, as a result of the relevant series of
debt securities being in issue, be able to have losses or deductions set
against the profits or gains, or profits or gains offset by thelosses or
deductions, of companies with which we are or would otherwise be so grouped
for applicable United Kingdom tax purposes (whether under the group relief
system current as at the issue date of the relevant series of debt securities
or anysimilar system or systems having like effect as may from time to time
exist); (iv) in the case of any Dated Subordinated Debt Securities, we would
have to treat the relevant series of Dated Subordinated Debt Securities or any
part thereof as aderivative or an embedded derivative for United Kingdom tax
purposes; or (v) in the case of any Dated Subordinated Debt Securities, we
would, in the future, have to bring into account a taxable credit if the
principal amount of the relevantseries of Dated Subordinated Debt Securities
were written down or converted (each such change in tax law or regulation or
the official application thereof, a "Tax Event" for purposes of this
"Description of Debt Securities"section), in each of cases (A) and (B) above,
at an amount equal to 100% of the principal amount of the debt securities
being redeemed together with accrued but unpaid interest, if any, on the
principal amount of the debt securities to beredeemed to (but excluding) the
date fixed for redemption; or, in the case of Discount Senior Debt Securities,
such portion of the principal amount of such Discount Senior Debt Securities
as may be specified by their terms, provided that in the caseof each Tax
Event, the consequences of the Tax Event cannot be avoided by us taking
reasonable measures available to us.
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In each case and unless the relevant prospectus supplement provides otherwise,
before wegive a notice of redemption (which notice shall be irrevocable), we
shall be required to deliver to the trustee a written legal opinion of
independent counsel of recognized standing, chosen by us, confirming that we
are entitled to exercise ourright of redemption. Any redemption of debt
securities as a result of a Tax Event will also be subject to the provisions
described under "--Notice of Redemption of Debt Securities" and "--Condition
to Redemption of DebtSecurities" below.
Optional Redemption
. The relevant prospectus supplement will specify whether we may redeem the
debtsecurities of any series, in whole or in part, at our option, in any
additional circumstances. The prospectus supplement will also specify the
notice we will be required to give, what prices and any premium we will pay,
and the dates on which we mayredeem the debt securities. Any notice of
redemption of debt securities will state:
. the date fixed for redemption;
. the amount of debt securities to be redeemed if we are only redeeming a part of the series;
. the redemption price;
. that on the date fixed for redemption the redemption price will become due and payable on each debt security
tobe redeemed and, if applicable, that any interest will cease to accrue on or after the redemption date;
. the place or places at which each holder may obtain payment of the redemption price; and
. the CUSIP number or numbers, if any, with respect to the debt securities.
In the case of a partial redemption, the trustee shall select the debt
securities that we will redeem in any manner it deems fair andappropriate. Any
optional redemption of debt securities will also be subject to the provisions
described under "--Notice of Redemption of Debt Securities" and "--Condition
to Redemption of Debt Securities" below.
Notice of Redemption of Debt Securities
Unless the relevant prospectus supplement provides otherwise, any redemption
of the debt securities shall be subject to our giving not lessthan fifteen
(15) days', nor more than sixty (60) days', prior notice to the holders of
such debt securities (unless a shorter or longer period is specified in the
applicable prospectus supplement) via DTC or the relevantclearing system(s)
(or, if the debt securities are held in definitive form, to the holders at
their addresses shown on the register for the debt securities) (such notice
being irrevocable except in the limited circumstances described in
thefollowing paragraph and as may be specified in the relevant prospectus
supplement) specifying our election to redeem the relevant series of debt
securities and the date fixed for such redemption. Notice by DTC to
participating institutions and bythese participants to street name holders of
beneficial interests in the relevant series of debt securities will be made
according to arrangements among them and may be subject to statutory or
regulatory requirements.
If we have elected to redeem a particular series of debt securities but prior
to the payment of the redemption amount with respect to suchredemption the
Relevant U.K. Resolution Authority exercises its U.K.
Bail-in
Power in respect of such series of debt securities, the relevant redemption
notice shall be automatically rescinded and shall be ofno force and effect,
and no payment of the redemption amount will be due and payable.
Condition to Redemption of Debt Securities
Senior Debt Securities
Notwithstanding any other provision, and unless otherwise specified in the
applicable prospectus supplement, we may redeem any series of SeniorDebt
Securities before their maturity date (and give notice thereof to the holders
of the Senior Debt Securities) only if we have obtained the prior consent of
the Relevant U.K. Resolution Authority (if such consent is then required by
the CapitalRegulations) for the redemption of the
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Senior Debt Securities. In addition, any such redemption of any series of
Senior Debt Securities shall be subject to the additional conditions set out
under "--Additional ConditionsRelating to Redemption and Repurchase of Debt
Securities - Senior Debt Securities" below.
Dated Subordinated Debt Securities
Notwithstanding any other provision, and unless otherwise specified in the
applicable prospectus supplement, we may redeem the DatedSubordinated Debt
Securities before their maturity date (and give notice thereof to the holders
of the Dated Subordinated Debt Securities) only if we have obtained the prior
consent of the PRA and/or the Relevant U.K. Resolution Authority (in
eithercase, if such consent is then required by the Capital Regulations) for
the redemption of the Dated Subordinated Debt Securities. In addition, any
such redemption of any series of Dated Subordinated Debt Securities shall be
subject to the additionalconditions set out under "--Additional Conditions
Relating to Redemption and Repurchase of Debt Securities - Dated Subordinated
Debt Securities" below.
Condition to Repurchase of Debt Securities
Senior Debt Securities
Unless the applicable prospectus supplement provides otherwise, we or any
member of the Group may purchase or otherwise acquire any outstandingSenior
Debt Securities of any series at any price in the open market or otherwise in
accordance with the Capital Regulations, and subject to the prior consent of
the Relevant U.K. Resolution Authority (if such consent is then required by
the CapitalRegulations). In addition, any repurchase of Senior Debt Securities
shall be subject to the additional conditions set out under "--Additional
Conditions Relating to Redemption and Repurchase of Debt Securities - Senior
DebtSecurities" below.
We will treat as cancelled and no longer issued and outstanding any Senior
Debt Securities of any series that wepurchase beneficially for our own
account, other than a purchase in the ordinary course of a business dealing in
securities. Unless otherwise specified in the applicable prospectus
supplement, you have no right to require us to repurchase the SeniorDebt
Securities. Such Senior Debt Securities will stop bearing interest on the
redemption date, even if you do not collect your money.
Dated Subordinated Debt Securities
Unless the applicable prospectus supplement provides otherwise, we or any
member of the Group may purchase or otherwise acquire any outstandingDated
Subordinated Debt Securities of any series at any price in the open market or
otherwise in accordance with the Capital Regulations, and subject to the prior
consent of the PRA and/or the Relevant U.K. Resolution Authority (in either
case, ifsuch consent is then required by the Capital Regulations). In
addition, any repurchase of Dated Subordinated Debt Securities shall be
subject to the additional conditions set out under "--Additional Conditions
Relating to Redemption andRepurchase of Debt Securities - Dated Subordinated
Debt Securities" below.
We will treat as cancelled and no longer issued andoutstanding any Dated
Subordinated Debt Securities of any series that we purchase beneficially for
our own account, other than a purchase in the ordinary course of a business
dealing in securities. Unless otherwise specified in the applicableprospectus
supplement, you have no right to require us to repurchase the Dated
Subordinated Debt Securities. Such Dated Subordinated Debt Securities will
stop bearing interest on the redemption date, even if you do not collect your
money.
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Additional Conditions Relating to Redemption and Repurchase of Debt Securities
Senior Debt Securities
Any early redemption or repurchase of a particular series of Senior Debt
Securities shall be subject to one of the following conditions in (1),(2) or
(3) below being met, as applicable to such Senior Debt Securities, in each
case, if and to the extent then required by the Capital Regulations:
(1) before or at the same time as such redemption or repurchase of the Senior
Debt Securities, we replace such Senior Debt Securities with"own funds
instruments" or "eligible liabilities instruments" (each as defined below) of
equal or higher quality at terms that are sustainable for our income capacity;
or
(2) we have demonstrated to the satisfaction of the Relevant U.K. Resolution
Authority that our "own funds" and "eligibleliabilities" (each as defined
below) would, following such redemption or repurchase, exceed the requirements
for own funds and eligible liabilities laid down in U.K. CRD and in the U.K.
legislation that implemented EU Directive 2014/59/EU, asamended from time to
time, by a margin that the Relevant U.K. Resolution Authority, in agreement
with the PRA, considers necessary; or
(3) we have demonstrated to the satisfaction of the Relevant U.K. Resolution
Authority that the partial or full replacement of the Senior DebtSecurities
with own funds instruments is necessary to ensure compliance with the own
funds requirements in U.K. CRD for continuing authorization.
Notwithstanding the conditions set out above, if, at the time of any such
redemption or repurchase, the Capital Regulations permit theredemption or
repurchase of a particular series of Senior Debt Securities only after
compliance with one or more alternative or additional
pre-conditions
to those set out above, we will comply with such otherand/or, as appropriate,
additional
pre-condition(s).
"eligible liabilities" has themeaning given to such term in the Banking Act
and "eligible liabilities instruments" means eligible liabilities instruments
for the purposes of the Capital Regulations.
"own funds" has the meaning given to such term in the U.K. CRD Regulation as
interpreted and applied in accordance with the CapitalRegulations. Under the
U.K. CRD Regulation, as at the date hereof, "own funds" means the sum of Tier
1 Capital and Tier 2 Capital.
"own funds instruments" has the meaning given to such term in the U.K. CRD
Regulation as interpreted and applied in accordance withthe Capital
Regulations. Under the U.K. CRD Regulation, as at the date hereof, "own funds
instruments" means capital instruments issued by the institution that qualify
as Common Equity Tier 1, Additional Tier 1 or Tier 2 instruments.
"Common Equity Tier 1, Additional Tier 1 or Tier 2 instruments" means Common
Equity Tier 1, Additional Tier 1 or Tier 2 instruments,respectively, for
purposes of the Capital Regulations.
Dated Subordinated Debt Securities
Any early redemption or repurchase of a particular series of Dated
Subordinated Debt Securities shall be subject to:
(A) one of the following conditions in (1) or (2) below being met, as
applicable to such Dated Subordinated Debt Securities, in eachcase, if and to
the extent then required by the Capital Regulations:
(1) before or at the same time as such redemption or repurchase ofthe Dated
Subordinated Debt Securities, we replace such Dated Subordinated Debt
Securities with "own funds instruments" of equal or higher quality at terms
that are sustainable for our income capacity; or
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(2) we have demonstrated to the satisfaction of the PRA that our "own funds"
and"eligible liabilities" would, following such redemption or repurchase,
exceed the relevant requirements for our own funds and eligible liabilities
laid down in U.K. CRD and in the U.K legislation that implemented EU Directive
2014/59/EU,as amended from time to time, by a margin that the PRA considers
necessary.
(B) in the case of any such early redemption or repurchase ofa particular
series of Dated Subordinated Debt Securities before five years after the date
of issuance of the relevant series of Dated Subordinated Debt Securities, one
of the following conditions in (1), (2), (3) or (4) below being met, ineach
case, if and to the extent then required by the Capital Regulations:
(1) in the case of redemption due to the occurrence of a changein the
regulatory classification of the relevant Dated Subordinated Debt Securities
that does or would be likely to result in their exclusion from own funds or
reclassification as own funds of lower quality (i) the PRA considers such
change tobe sufficiently certain and (ii) we demonstrate to the satisfaction
of the PRA that such regulatory reclassification was not reasonably
foreseeable at the time of the issuance of the relevant Dated Subordinated
Debt Securities; or
(2) in the case of redemption due to the occurrence of a Tax Event, we
demonstrate to the satisfaction of the PRA that such Tax Event ismaterial and
was not reasonably foreseeable at the time of issuance of the relevant Dated
Subordinated Debt Securities; or
(3) before orat the same time as such redemption or repurchase of the relevant
Dated Subordinated Debt Securities, we replace such Dated Subordinated Debt
Securities with own funds instruments of equal or higher quality at terms that
are sustainable for ourincome capacity and the PRA has permitted that action
on the basis of the determination that it would be beneficial from a
prudential point of view and justified by exceptional circumstances; or
(4) the relevant Dated Subordinated Debt Securities are repurchased for market
making purposes.
Notwithstanding the conditions set out above, if, at the time of any such
redemption or repurchase, the Capital Regulations permit theredemption or
repurchase of a particular series of Dated Subordinated Debt Securities only
after compliance with one or more alternative or additional
pre-conditions
to those set out above, we will comply withsuch other and/or, as appropriate,
additional
pre-condition(s).
Modification and Waiver
We and the trustee may make certain modifications and amendments to the
indenture applicable to each series of debt securities without theconsent of
the holders of the debt securities. We may make other modifications and
amendments with the consent of the holder(s) of not less than, in the case of
the Senior Debt Securities, a majority of or, in the case of the Dated
Subordinated DebtSecurities, 66 2/3% in aggregate principal amount of the debt
securities of the series outstanding under the applicable indenture that are
affected by the modification or amendment. However, we may not make any
modification or amendment without theconsent of the holder of each affected
debt security that would:
. change the terms of any debt security to change the stated maturity date of its principal amount;
. change the principal amount of, or any premium, or rate of interest, with respect to any debt security;
. reduce the amount of principal on a Discount Senior Debt Security that would be due and
payable upon anacceleration of the maturity date of any series of debt securities;
. change our obligation, or any successor's, to pay Debt Security Additional Amounts;
. change the places at which payments are payable or the currency of payment;
. impair the right to sue for the enforcement of any payment due and payable;
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. reduce the percentage in aggregate principal amount of outstanding debt securities of
the series necessary tomodify or amend the relevant indenture or to waive compliance
with certain provisions of the relevant indenture and any past Senior Enforcement
Event or Dated Subordinated Enforcement Event (in each case as defined below);
. change our obligation to maintain an office or agency in the place and for the purposes specified in the relevantindenture;
. modify the subordination provisions, if any, or the terms and conditions of our obligations in respect of the dueand punctual
payment of the amounts due and payable on the debt securities, in either case in a manner adverse to the holders; or
. modify the foregoing requirements or the provisions of the relevant indenture relating to the waiver of any
pastSenior Enforcement Event, Dated Subordinated Enforcement Event or covenants, except as otherwise specified.
Unless therelevant prospectus supplement provides otherwise, in addition, any
variations in the terms and conditions of Dated Subordinated Debt Securities
of any series, including modifications relating to the subordination or
redemption provisions of suchDated Subordinated Debt Securities, can only be
made in accordance with the rules and requirements of the PRA, as and to the
extent applicable from time to time.
Senior Enforcement Events and Remedies; Dated Subordinated Enforcement Events
and Remedies; Limitation on Suits
Senior Enforcement Events and Remedies
Winding-up
Unless the relevant prospectus supplement provides otherwise, if a Senior
Winding-up
Event occurs, the outstanding principal amount of the Senior Debt Securities
of any series together with any accrued but unpaid interest thereon will
become immediately due and payable.
A "Senior
Winding-up
Event" with respect to the Senior Debt Securities of any series shallresult if
(i) a court of competent jurisdiction in England (or such other jurisdiction
in which we may be organized) makes an order for our
winding-up
which is not successfully appealed within thirty(30) days of the making of
such order, (ii) our shareholders adopt an effective resolution for our
winding-up
(other than, in the case of either (i) or (ii) above, under or in connection
with ascheme of reconstruction, merger or amalgamation not involving a
bankruptcy or insolvency) or (iii) following the appointment of an
administrator of the Issuer, the administrator gives notice that it intends to
declare and distribute adividend.
Non-payment
If we fail to pay any amount that has become due and payable under the Senior
Debt Securities of the relevant series and such failure continuesfor fourteen
(14) days, the trustee may give us notice of such failure. If within a period
of fourteen (14) days following the provision of such notice, the failure
continues and has not been cured nor waived (a "Senior
Non-Payment
Event"), the trustee may at its discretion and without further notice to us
institute proceedings in England (or such other jurisdiction in which we may
be organized) (but not elsewhere) for our
winding-up
and/or prove in our
winding-up
and/or claim in our liquidation or administration.
Limited remedies for breach of obligations (other than
non-payment)
In addition to the remedies for
non-payment
provided above, the trustee may, without further notice,institute such
proceedings against us as the trustee may deem fit to enforce any term,
obligation or condition binding on us under the relevant series of Senior Debt
Securities or the Senior Debt Securities Indenture (other than any
paymentobligation of the Issuer under or arising from the Senior Debt
Securities of such series or the Senior Debt Securities Indenture, including,
without limitation, payment of any principal or interest, including
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Debt Security Additional Amounts) (such obligation, a "Senior Performance
Obligation"); provided always that the trustee (acting on behalf of the
holders of the Senior Debt Securitiesof such series) and the holders of such
Senior Debt Securities may not enforce, and may not be entitled to enforce or
otherwise claim, against us any judgment or other award given in such
proceedings that requires the payment of money by us, whetherby way of damages
or otherwise (a "Senior Monetary Judgment"), except by proving such Senior
Monetary Judgment in our
winding-up
and/or by claiming such Senior Monetary Judgment in ouradministration.
By its acquisition of the Senior Debt Securities of any series, each holder of
such Senior Debt Securities acknowledgesand agrees that such holder will not
seek to enforce or otherwise claim, and will not direct the trustee (acting on
behalf of the holders of such Senior Debt Securities) to enforce or otherwise
claim, a Senior Monetary Judgment against us inconnection with our breach of a
Senior Performance Obligation, except by proving such Senior Monetary Judgment
in our
winding-up
and/or by claiming such Senior Monetary Judgment in our administration.
No other remedies
Other than the limitedremedies specified herein under "Senior Enforcement
Events and Remedies" and subject to "--Trust Indenture Act remedies" below, no
remedy against us will be available to the trustee (acting on behalf of the
holders of theSenior Debt Securities of any series) or the holders of such
Senior Debt Securities whether for the recovery of amounts owing in respect of
such Senior Debt Securities or under the Senior Debt Securities Indenture or
in respect of any breach by usof any of our obligations under or in respect of
the terms of such Senior Debt Securities or under the Senior Debt Securities
Indenture in relation thereto; provided, however, that such limitation shall
not apply to our obligations to pay the feesand expenses of, and to indemnify,
the trustee (including fees and expenses of trustee's counsel).
Trust Indenture Act remedies
Notwithstanding the limitation on remedies specified herein under "Senior
Enforcement Events and Remedies," (1) the trustee will havesuch powers as are
required to be authorized to it under the Trust Indenture Act in respect of
the rights of the holders of the Senior Debt Securities of any series under
the provisions of the Senior Debt Securities Indenture and (2) nothingshall
impair the right of a holder of the Senior Debt Securities of any series under
the Trust Indenture Act, absent such holder's consent, to sue for any payment
due but unpaid with respect to the relevant Senior Debt Securities. No holder
ofSenior Debt Securities of any series shall be entitled to proceed directly
against us except as described below under "--Limitation on Suits."
Under the terms of the Senior Debt Securities Indenture, the exercise of the
U.K.
Bail-in
Power by theRelevant U.K. Resolution Authority with respect to the Senior Debt
Securities is not a Senior Enforcement Event.
Trustee's Duties--Senior DebtSecurities
In case of a Senior Enforcement Event under the Senior Debt Securities
Indenture of which a responsible officer of thetrustee shall have received
written notice at the corporate trust office of the trustee, the trustee shall
exercise such of the rights and powers vested in it by the Senior Debt
Securities Indenture, and use the same degree of care and skill intheir
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs. For these purposes, a "Senior
Enforcement Event" shall occur (i) upon the occurrence of a Senior
Winding-up
Event, (ii) upon the occurrence of a Senior
Non-Payment
Event or (iii) upon a breach by us of a Senior Performance Obligation with
respect to the relevantseries of the Senior Debt Securities. Holders of a
majority of the aggregate principal amount of the outstanding Senior Debt
Securities may waive any past Senior Enforcement Event specified in clause
(iii) in the preceding sentence but may notwaive any past Senior Enforcement
Event specified in clauses (i) and (ii) in the preceding sentence.
If a Senior Enforcement Eventoccurs and is continuing with respect to the
Senior Debt Securities of any series, the trustee will have no obligation to
take any action at the direction of any holders of such series of the Senior
Debt Securities, unless they have offered thetrustee security or indemnity
satisfactory to the trustee in its
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sole discretion. Subject to the foregoing sentence, the holders of a majority
in aggregate principal amount of the outstanding Senior Debt Securities of any
series shall have the right to directthe time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee with respect to such series of the Senior
Debt Securities. However, this direction(a) must not be in conflict with any
rule of law or the Senior Debt Securities Indenture and (b) must not be
unjustly prejudicial to the holder(s) of such series of the Senior Debt
Securities not taking part in the direction, in the caseof either (a) or (b)
as determined by the trustee in its sole discretion. The trustee may also take
any other action, consistent with the direction, that it deems proper.
The trustee will, within ninety (90) days of a Senior Enforcement Event with
respect to the Senior Debt Securities of any series, give toeach affected
holder of the Senior Debt Securities of the affected series notice of any
Senior Enforcement Event known to the trustee, unless the Senior Enforcement
Event has been cured or waived. However, the trustee will be entitled to
withholdnotice if a trust committee of responsible officers of the trustee
determine in good faith that withholding of notice is in the interest of the
holders.
We are required to furnish to the trustee annually a statement as to our
compliance with all conditions and covenants under the Senior DebtSecurities
Indenture.
Dated Subordinated Enforcement Events and Remedies
Winding-up
Unless the relevant prospectus supplement provides otherwise, if a Dated
Subordinated
Winding-up
Eventoccurs, the outstanding principal amount of the Dated Subordinated Debt
Securities of any series together with any accrued but unpaid interest thereon
will become immediately due and payable, subject to the subordination
provisions described aboveunder "--Ranking."
A "Dated Subordinated
Winding-up
Event" with respectto the Dated Subordinated Debt Securities of any series
shall result if (i) a court of competent jurisdiction in England (or such
other jurisdiction in which we may be organized) makes an order for our
winding-up
which is not successfully appealed within thirty (30) days of the making of
such order, (ii) our shareholders adopt an effective resolution for our
winding-up
(other than, in the case of either (i) or (ii) above, under or in connection
with a scheme of reconstruction, merger or amalgamation not involving a
bankruptcy or insolvency) or(iii) following the appointment of an
administrator of the Issuer, the administrator gives notice that it intends to
declare and distribute a dividend.
Non-payment
If we fail to pay any amount that has become due and payable under the
relevant Dated Subordinated Debt Securities and such failure continuesfor
fourteen (14) days, the trustee may give us written notice of such failure.
If within a period of fourteen (14) daysfollowing the provision of such
notice, the failure continues and has not been cured nor waived (a "Dated
Subordinated
Non-Payment
Event"), the trustee may at its discretion and without furthernotice to us
institute proceedings in England (or such other jurisdiction in which we may
be organized) (but not elsewhere) for our
winding-up
and/or prove in our
winding-up
and/or claim in our liquidation or administration.
Limited remedies for breach of obligations (otherthan
non-payment)
In addition to the remedies for
non-payment
provided above, the trustee may, without further notice, institute such
proceedings against us as the trustee may deem fit to enforce any term,
obligation or condition binding on us under therelevant Dated Subordinated
Debt Securities or the Dated Subordinated Debt Securities Indenture (other
than any payment obligation of the Issuer under or arising from such Dated
Subordinated Debt Securities or the Dated Subordinated Debt SecuritiesIndenture,
including, without limitation, payment of any principal or interest,
including Debt Security Additional Amounts) (such obligation, a "Dated
Subordinated Performance Obligation"); provided always that the trustee
(acting onbehalf of the holders of such Dated
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Subordinated Debt Securities) and the holders of such Dated Subordinated Debt
Securities may not enforce, and may not be entitled to enforce or otherwise
claim, against us any judgment or otheraward given in such proceedings that
requires the payment of money by us, whether by way of damages or otherwise (a
"Dated Subordinated Monetary Judgment"), except by proving such Dated
Subordinated Monetary Judgment in our
winding-up
and/or by claiming such Dated Subordinated Monetary Judgment in our
administration.
By itsacquisition of the Dated Subordinated Debt Securities of any series,
each holder of such Dated Subordinated Debt Securities acknowledges and agrees
that such holder will not seek to enforce or otherwise claim, and will not
direct the trustee (actingon behalf of the holders of such Dated Subordinated
Debt Securities) to enforce or otherwise claim, a Dated Subordinated Monetary
Judgment against us in connection with our breach of a Dated Subordinated
Performance Obligation, except by provingsuch Dated Subordinated Monetary
Judgment in our
winding-up
and/or by claiming such Dated Subordinated Monetary Judgment in our
administration.
No other remedies
Other than the limitedremedies specified herein under "Dated Subordinated
Enforcement Events and Remedies" and subject to "--Trust Indenture Act
remedies" below, no remedy against us will be available to the trustee (acting
on behalf of theholders of the Dated Subordinated Debt Securities of any
series) or the holders of such Dated Subordinated Debt Securities whether for
the recovery of amounts owing in respect of such Dated Subordinated Debt
Securities or under the DatedSubordinated Debt Securities Indenture or in
respect of any breach by us of any of our obligations under or in respect of
the terms of such Dated Subordinated Debt Securities or under the Dated
Subordinated Debt Securities Indenture in relationthereto; provided, however,
that such limitation shall not apply to our obligations to pay the fees and
expenses of, and to indemnify, the trustee (including fees and expenses of
trustee's counsel) and the trustee's rights to apply moneycollected to first
pay its fees and expenses shall not be subject to the subordination provisions
set forth in the Dated Subordinated Debt Securities Indenture and any
subordination provision in any supplemental indenture thereto.
Trust Indenture Act remedies
Notwithstanding the limitation on remedies specified herein under "Dated
Subordinated Enforcement Events and Remedies," (1) thetrustee will have such
powers as are required to be authorized to it under the Trust Indenture Act in
respect of the rights of the holders of the Dated Subordinated Debt Securities
of any series under the provisions of the Dated Subordinated DebtSecurities
Indenture and (2) nothing shall impair the right of a holder of the Dated
Subordinated Debt Securities of any series under the Trust Indenture Act,
absent such holder's consent, to sue for any payment due but unpaid with
respectto the relevant Dated Subordinated Debt Securities; provided that, in
the case of each of (1) and (2) above, any payments in respect of, or arising
from, the Dated Subordinated Debt Securities of any series, including any
payments or amountsresulting or arising from the enforcement of any rights
under the Trust Indenture Act in respect of such Dated Subordinated Debt
Securities, are subject to the subordination provisions set forth in the Dated
Subordinated Debt Securities Indentureand any subordination provisions in any
supplemental indenture thereto.
Under the terms of the Dated Subordinated Debt SecuritiesIndenture, the
exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the Dated
Subordinated Debt Securities is not a Dated Subordinated Enforcement Event.
Trustee's Duties--Dated Subordinated Debt Securities
In case of a Dated Subordinated Enforcement Event under any series of the
Dated Subordinated Debt Securities, the trustee shall exercise suchof the
rights and powers vested in it by the Dated Subordinated Debt Securities
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or herown affairs. For these purposes, a "Dated Subordinated Enforcement
Event" shall occur (i) upon the occurrence of Dated Subordinated
Winding-up
Event, (ii) upon the occurrence of a DatedSubordinated
Non-Payment
Event or (iii) upon a breach by us of a Dated
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Subordinated Performance Obligation with respect to the relevant series of the
Dated Subordinated Debt Securities. Holders of a majority of the aggregate
principal amount of the outstanding DatedSubordinated Debt Securities of a
series may waive any past Dated Subordinated Enforcement Event specified in
clause (iii) in the preceding sentence but may not waive any past Dated
Subordinated Enforcement Event specified in clauses(i) and (ii) in the
preceding sentence.
If a Dated Subordinated Enforcement Event occurs and is continuing with
respect to anyseries of the Dated Subordinated Debt Securities, the trustee
will have no obligation to take any action at the direction of any holders of
such series of the Dated Subordinated Debt Securities, unless they have
offered the trustee security orindemnity satisfactory to the trustee in its
sole discretion. The holders of a majority in aggregate principal amount of
the outstanding Dated Subordinated Debt Securities of a series shall have the
right to direct the time, method and place ofconducting any proceeding in the
name of and on the behalf of the trustee for any remedy available to the
trustee or exercising any trust or power conferred on the trustee with respect
to such series of the Dated Subordinated Debt Securities.However, this
direction (a) must not be in conflict with any rule of law or the Dated
Subordinated Debt Securities Indenture and (b) must not be unjustly
prejudicial to the holder(s) of such series of the Dated Subordinated Debt
Securitiesnot taking part in the direction, in the case of either (a) or (b)
as determined by the trustee in its sole discretion. The trustee may also take
any other action, consistent with the direction, that it deems proper.
The trustee will, within ninety (90) days of a Dated Subordinated Enforcement
Event with respect to the Dated Subordinated DebtSecurities of any series,
give to each affected holder of the Dated Subordinated Debt Securities of the
affected series notice of any Dated Subordinated Enforcement Event known to
the trustee, unless the Dated Subordinated Enforcement Event has beencured or
waived. However, the trustee will be entitled to withhold notice if a trust
committee of responsible officers of the trustee determine in good faith that
withholding of notice is in the interest of the holders.
We are required to furnish to the trustee annually a statement as to our
compliance with all conditions and covenants under the DatedSubordinated Debt
Securities Indenture.
Limitation on Suits
Before a holder of debt securities may bypass the trustee and bring its own
lawsuit or other formal legal action or take other steps to enforceits rights
or protect its interests relating to the debt securities, the following must
occur:
. The holder must give the trustee written notice that a Senior Enforcement Event or a Dated
SubordinatedEnforcement Event, as applicable, has occurred and remains uncured, specifying
such default and stating that such notice is a "Notice of Default" under the Senior Debt
Securities Indenture or Dated Subordinated Debt Securities Indenture,as applicable.
. The holders of 25% in principal amount of all outstanding debt securities of the relevant
series must make awritten request that the trustee take action because of the default,
and the holder must offer to the trustee indemnity or security satisfactory to the trustee
in its sole discretion against the cost and other liabilities of taking that action.
. The trustee must not have taken action for sixty (60) days after receipt of
the above notice and offer ofsecurity or indemnity, and the trustee must not
have received an inconsistent direction from the majority in principal amount
of all outstanding debt securities of the relevant series during that period.
Notwithstanding any contrary provisions, nothing shall impair the right of a
holder, absent the holder's consent, to sue for any paymentsdue but unpaid
with respect to the debt securities.
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Street name and other indirect holders should consult their banks or brokers
for information on how togive notice or direction to or make a request of the
trustee and how to waive any past Senior Enforcement Event or Dated
Subordinated Enforcement Event, as applicable, as described below in
"Description of Certain Provisions Relating to DebtSecurities and Contingent
Capital Securities--Legal Ownership; Form of Securities."
Consolidation, Merger and Sale of Assets;Assumption
We may, without the consent of the holders of any of the debt securities,
consolidate or amalgamate with, merge into ortransfer or lease our assets
substantially as an entirety to, any person of the persons specified in the
applicable indenture. However, any successor person formed by any
consolidation, amalgamation or merger, or any transferee or lessee of
ourassets, must assume our obligations on the debt securities and the
applicable indenture, and a number of other conditions must be met.
Subject to applicable law and regulation (and if and to the extent required by
the Capital Regulations at such time, the prior consent of thePRA and/or the
Relevant U.K. Resolution Authority in the case of the Dated Subordinated Debt
Securities or the Relevant U.K. Resolution Authority in the case of the Senior
Debt Securities), any of our wholly owned subsidiaries may assume
ourobligations under the debt securities of any series without the consent of
any holder. We, however, must irrevocably guarantee (on a subordinated basis
in substantially the manner described under "--Ranking--Dated Subordinated
DebtSecurities" above, in the case of Dated Subordinated Debt Securities) the
obligations of the subsidiary under the debt securities of that series. If we
do, all of our direct obligations under the debt securities of the series and
the applicableindenture shall immediately be discharged. Unless the relevant
prospectus supplement provides otherwise, any Debt Security Additional Amounts
under the debt securities of the series will be payable in respect of Taxes
imposed by the jurisdiction inwhich the successor entity is organized, rather
than Taxes imposed by a U.K. Taxing Jurisdiction, subject to exceptions
equivalent to those that apply to any obligation to pay Debt Security
Additional Amounts in respect of Taxes imposed by a U.K.Taxing Jurisdiction.
However, if we make payment under this guarantee, we shall also be required to
pay Debt Security Additional Amounts related to taxes (subject to the
exceptions set forth in "--Payment of Debt Security AdditionalAmounts" above)
imposed by a U.K. Taxing Jurisdiction due to this guarantee payment. A
subsidiary that assumes our obligations will also be entitled to redeem the
debt securities of the relevant series in the circumstances described
under"--Redemption" above with respect to any change or amendment to, or
change in the official application of the laws or regulations (including any
treaty) of the assuming corporation's jurisdiction of incorporation as long as
thechange or amendment occurs after the date of the subsidiary's assumption of
our obligations.
The U.S. Internal Revenue Service (the"IRS") might deem an assumption of our
obligations as described above to be an exchange of the existing debt
securities for new debt securities, resulting in a recognition of taxable gain
or loss and possibly other adverse taxconsequences. Investors should consult
their tax advisors regarding the tax consequences of such an assumption.
Governing Law
Unless the applicable prospectus supplement provides otherwise, the debt
securities, the Senior Debt Securities Indenture and the DatedSubordinated
Debt Securities Indenture will be governed by and construed in accordance with
the laws of the State of New York, except that, as specified in the relevant
indenture, any applicable subordination provisions of each series of
DatedSubordinated Debt Securities and any applicable provisions relating to
waiver of
set-off
of each series of debt securities and the related provisions in the relevant
indenture will be governed by and construedin accordance with English law.
Notices
Notices regarding the debt securities will be valid:
. with respect to global debt securities if given in accordance with the
applicable procedures of the depositaryfor such global debt securities; or
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. if registered debt securities are affected, if given in writing and mailed to each registered holder as providedin
the applicable Senior Debt Securities Indenture or Dated Subordinated Debt Securities Indenture, as applicable.
Withrespect to a global debt security representing any series of debt
securities, a copy of all notices with respect to such series will be
delivered to the depositary for such global debt security.
The Trustee
The Bank of New York Mellonacting through its London Branch, will be the
trustee under the indentures. The trustee has two principal functions:
. first, it can enforce a holder's rights against us if we default on debt securities
issued under therelevant indenture. There are some limitations on the extent to which the
trustee acts on a holder's behalf, described under "--Senior Enforcement Events and
Remedies; Dated Subordinated Enforcement Events and Remedies; Limitation onSuits"; and
. second, the trustee performs administrative duties for us, such as sending the holder's
interest payments,transferring debt securities to a new buyer and sending notices to holders.
We and some of our subsidiaries maintaindeposit accounts and conduct other
banking transactions with the trustee in the ordinary course of our respective
businesses.
Consent to Service
The indentures provide that we irrevocably designate Barclays Bank PLC (New
York Branch), 745 Seventh Avenue, New York, New York10019, Attention: General
Counsel as our authorized agent for service of process in any proceeding
arising out of or relating to the Senior Debt Securities Indenture or Dated
Subordinated Debt Securities Indenture, as applicable, or debt securitiesbrought
in any federal or state court in the Borough of Manhattan, the City of New
York, and we irrevocably submit to the jurisdiction of these courts.
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DESCRIPTION OF CONTINGENT CAPITAL SECURITIES
The following is a summary of the general terms of the contingent capital
securities (as defined below). It sets forth possible terms andprovisions for
each series of contingent capital securities. Each time that we offer
contingent capital securities, we will prepare and file a prospectus
supplement with the SEC, which you should read carefully. The prospectus
supplement may containadditional terms and provisions of those contingent
capital securities. If there is any inconsistency between the terms and
provisions presented here and those in the prospectus supplement, those in the
prospectus supplement will apply and willreplace those presented here.
As used in this prospectus, "contingent capital securities" means the
subordinatedsecurities of Barclays PLC which may be convertible into ordinary
shares of Barclays PLC or which may be permanently written down to zero that
the trustee authenticates and delivers under the applicable indenture. The
contingent capital securitieswill not be secured by any assets or property of
Barclays PLC or any of its subsidiaries or affiliates (including Barclays Bank
PLC, its subsidiary).
Contingent capital securities will be issued in one or more series under the
Contingent Capital Securities Indenture dated as ofAugust 14, 2018, among us,
The Bank of New York Mellon, London Branch, as trustee and The Bank of New
York Mellon SA/NV, Luxembourg Branch, as contingent capital security registrar
(as heretofore supplemented and amended, the "ContingentCapital Securities
Indenture"). The terms of the contingent capital securities include those
stated in the Contingent Capital Securities Indenture and any supplements
thereto, and those terms made part of the Contingent Capital SecuritiesIndenture
by reference to the Trust Indenture Act. We have filed the Contingent Capital
Securities Indenture as an exhibit to the registration statement of which this
prospectus is a part.
Because this section is a summary, it does not describe every aspect of the
contingent capital securities in detail. This summary issubject to, and
qualified by reference to, all of the definitions and provisions of the
Contingent Capital Securities Indenture, any supplement to the Contingent
Capital Securities Indenture and the form of the instrument representing each
series ofcontingent capital securities. Certain terms, unless otherwise
defined here, have the meaning given to them in the Contingent Capital
Securities Indenture.
References to "you" and "holder" in the subsections to this section
"Description of Contingent CapitalSecurities," entitled "--Interest
Cancellation," "--Ranking of Contingent Capital Securities," "--No
Set-off,"
"--Agreement with Respect to the Exerciseof U.K.
Bail-in
Power," "--Subsequent Holders' Agreement," "--Payment of Contingent Capital
Additional Amounts," "--Contingent Capital Enforcement Events andRemedies--Limit
ed remedies for breach of obligations (other than
non-payment)"
and "--Contingent Capital Enforcement Events and Remedies--No other remedies"
below, include beneficialowners of the contingent capital securities.
General
The contingent capital securities are not deposit liabilities of Barclays PLC
and are not insured by any regulatory body of the United Statesor the United
Kingdom.
Because we are a holding company, our rights to participate in the assets of
any of our subsidiaries upon itsliquidation will be subject to the prior
claims of the subsidiaries' creditors, including, in the case of our bank
subsidiaries, their respective depositors, except, in our case, to the extent
that we may ourselves be a creditor with recognizedclaims against the relevant
subsidiary.
The Contingent Capital Securities Indenture does not limit the amount of
contingent capitalsecurities that we may issue. We may issue the contingent
capital securities in one or more series, or as units comprised of two or more
related series. A series of contingent capital securities will be perpetual
(i.e., without a maturity date).
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The prospectus supplement will indicate for each series or of two or more
related series ofcontingent capital securities:
. the issue date;
. the maturity date, if any;
. the specific designation and aggregate principal amount of the contingent capital securities;
. any limit on the aggregate principal amount of the contingent capital securities that may be authenticated ordelivered;
. the person to whom any interest on any contingent capital security
may be payable, if other than the holder onthe relevant record date;
. whether the contingent capital securities are intended to qualify as capital for capital adequacy purposes;
. the ranking of the contingent capital securities relative to our issued
debt and equity, including to what extentthey may rank junior in right of
payment to other of our obligations or in any other manner, if different
from the relevant provisions in the Contingent Capital Securities Indenture;
. the prices at which we will issue the contingent capital securities;
. if interest is payable, the interest rate or rates, or how to calculate the
interest rate or rates, and underwhat circumstances interest is payable;
. provisions, if any, for the cancellation of any interest payment at
our discretion or under other circumstances,if different from the
interest cancellation provisions and restrictions on interest
payments set forth in the Contingent Capital Securities Indenture;
. limitations, if any, on our ability to pay principal or interest in respect of the contingent
capital securities,including situations whereby we may be prohibited from making such payments;
. provisions, if any, for write-downs in the principal amount of the contingent capital securities and the effect,if any,
of such write-downs on interest payable on such contingent capital securities and any additional or other provisions
relating to such write-down, including any triggering event that may give rise to such write-down (which may include,
butshall not be limited to, certain regulatory capital events) and the terms upon which such write-down should occur;
. provisions, if any, for the discharge and defeasance of contingent capital securities of any series;
. any condition applicable to payment of any principal, premium or interest on contingent capital securities of anyseries;
. the dates and places at which any payments are payable;
. the places where notices, demands to or upon us in respect of the contingent
capital securities may be served andnotice to holders may be published;
. the terms of any mandatory or optional redemption and related notices;
. provisions, if any, for terms on which the contingent capital securities may
or will be converted at our optionor otherwise into ordinary shares or other
securities of Barclays PLC ("Conversion Securities"), and, if so, the nature
and terms of the Conversion Securities into which such contingent capital
securities are convertible and any additionalor other provisions relating to
such conversion, including any triggering event that may give rise to such
conversion (which may include, but shall not be limited to, certain regulatory
capital events) and the terms upon which such conversion shouldoccur;
. any terms relating to the adjustment of the Conversion Securities into which the contingent capital securitiesmay be converted;
. the terms of any repurchase of the contingent capital securities;
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. the denominations in which the contingent capital securities will be issued, which
may be an integral multiple ofeither $1,000, $25 or any other specified amount;
. the amount, or how to calculate the amount, that we will pay to the contingent
capital security holder, if thecontingent capital security is redeemed
before its stated maturity, if any, or accelerated, or for which the trustee
shall be entitled to file and prove a claim to the extent so permitted;
. whether and how the contingent capital securities may or must be converted into
any other type of securities, ortheir cash value, or a combination of these;
. the currency or currencies in which the contingent capital securities are denominated, and in which we make anypayments;
. whether we will issue the contingent capital securities wholly or partially as one or more global contingentcapital securities;
. what conditions must be satisfied before we will issue the contingent capital
securities in definitive form("definitive contingent capital securities");
. any reference asset we will use to determine the amount of any payments on the contingent capital securities;
. any other or different Contingent Capital Enforcement Event (as defined
below), other categories of default orcovenants applicable to any of
the contingent capital securities, and the relevant terms if they are
different from the terms in the Contingent Capital Securities Indenture;
. any other applicable subordination provisions if different from the
subordination provisions in the ContingentCapital Securities Indenture;
. any restrictions applicable to the offer, sale and delivery of the contingent capital securities;
. whether we will pay Contingent Capital Additional Amounts, as defined below, on the contingent capitalsecurities;
. whether we will issue the contingent capital securities in registered form ("registered contingent
capitalsecurities") or in bearer form ("bearer contingent capital securities") or both;
. for registered contingent capital securities, the record date for any payment of principal, interest or premium;
. any listing of the contingent capital securities on a securities exchange;
. the extent to which holders of the contingent capital
securities may exercise, claim or plead any right of
set-off,
compensation, counterclaim, retention or netting in respect of any amount owed to it by us arising
under, or in connection with, the contingent capital securities, if different from the waiver of
set-off
provisions in the Contingent
Capital Securities Indenture;
. the names and duties of any
co-trustees,
depositaries, authenticatingagents, paying agents, calculation agents, transfer agents or registrars of any series;
. any applicable additional or alternative provision or provisions related to the U.K.
Bail-in
Power;
. any other or different terms of the contingent capital securities;
. the terms and conditions, if any, under which we may elect to
substitute or vary the terms of the contingentcapital securities; and
. what we believe are any additional material U.S. federal and U.K. tax considerations.
The prospectus supplement relating to any series of contingent capital
securities may also include, if applicable, a discussion of certainU.S.
federal income tax considerations and considerations under the Employee
Retirement Income Security Act of 1974, as amended.
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If we issue contingent capital securities in bearer form, the special
restrictions andconsiderations relating to such bearer contingent capital
securities, including applicable offering restrictions and U.S. tax
considerations, will be described in the relevant prospectus supplement.
Contingent capital securities may bear interest at a fixed rate or a floating
rate or we may issue contingent capital securities that bear nointerest or
that bear interest at a rate below the prevailing market interest rate.
Holders of contingent capital securities have novoting rights except as
explained in this section below under "--Modification and Waiver,"
"--Contingent Capital Enforcement Events and Remedies," "--Trustee's Duties"
and "--Limitation onSuits."
If we issue contingent capital securities that qualify as Tier 1 Capital or
other regulatory capital securities for thepurposes of the Capital
Regulations, the terms may vary from those described in this prospectus and
will be set forth in the accompanying prospectus supplement.
Market-Making Transactions.
If you purchase your contingent capital security in a market-making
transaction, you will receiveinformation about the price you pay and your
trade and settlement dates in a separate confirmation of sale. A market-making
transaction is one in which Barclays Capital Inc. or another of our affiliates
resells a security that it has previouslyacquired from another holder. A
market-making transaction in a particular contingent capital security occurs
after the original issuance and sale of the contingent capital security.
Payments
The relevant prospectussupplement will specify the date on which we will pay
interest, if any, the date, if any, for payments of principal and any premium,
if any, on any particular series of contingent capital securities. The
prospectus supplement will also specify theinterest rate or rates, if any, or
how the rate or rates will be calculated.
Interest Cancellation
Interest Payments Discretionary
Unlessthe relevant prospectus supplement provides otherwise, interest on the
contingent capital securities will be due and payable only at the sole
discretion of the Issuer, and the Issuer shall have sole and absolute
discretion at all times and for anyreason to cancel (in whole or in part) any
interest payment that would otherwise be payable on any interest payment date.
If the Issuer does not make an interest payment on the relevant interest
payment date (or if the Issuer elects to make apayment of a portion, but not
all, of such interest payment), such
non-payment
shall evidence the Issuer's exercise of its discretion to cancel such interest
payment (or the portion of such interestpayment not paid), and accordingly
such interest payment (or the portion thereof not paid) shall not be due and
payable.
If the Issuerprovides notice to cancel a portion, but not all, of an interest
payment and the Issuer subsequently does not make a payment of the remaining
portion of such interest payment on the relevant interest payment date, such
non-payment
shall evidence the Issuer's exercise of its discretion to cancel such
remaining portion of the interest payment, and accordingly such remaining
portion of the interest payment shall also notbe due and payable.
Because the contingent capital securities are intended to qualify in whole or
in part as Additional Tier 1 Capitalunder U.K. CRD, the Issuer may cancel (in
whole or in part) any interest payment at its discretion and may pay dividends
on its ordinary or preference shares notwithstanding such cancellation. In
addition, the Issuer may use such cancelled paymentswithout restriction to
meet its obligations as they fall due.
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See also "--Agreement to Interest Cancellation," "--Notice ofInterest
Cancellation" and "--Interest Cancellation Following a Contingent Capital
Regulatory Event" below.
Restriction on InterestPayments
Unless the relevant prospectus supplement provides otherwise, subject to the
extent permitted in the following paragraph inrespect of partial interest
payments, the Issuer shall not make an interest payment on the relevant series
of contingent capital securities on any interest payment date (and such
interest payment shall therefore be deemed to have been cancelled andthus
shall not be due and payable on such interest payment date) if:
(a) the Issuer has an amount of Distributable Itemson such interest payment
date that is less than the sum of (i) all distributions or interest payments
made or declared by the Issuer since the end of the last financial year and
prior to such interest payment date on or in respect of any ParitySecurities,
the relevant series of contingent capital securities and any Junior Securities
and (ii) all distributions or interest payments payable by the Issuer (and not
cancelled or deemed cancelled) on such interest payment date (x) onthe
relevant series of contingent capital securities and (y) on or in respect of
any Parity Securities, in the case of each of (i) and (ii), excluding any
payments already accounted for in determining the Distributable Items; or
(b) the Solvency Condition (as defined under "--Ranking of Contingent Capital
Securities" below) is not satisfiedin respect of such interest payment.
The Issuer may, in its sole discretion, elect to make a partial interest
payment on the relevantseries of contingent capital securities on any interest
payment date, only to the extent that such partial interest payment may be
made without breaching the restriction in the preceding paragraph.
The Issuer will be responsible for determining compliance with this
restriction on interest payments and neither the trustee nor any agentshall be
required to monitor such compliance or to perform any calculations in
connection therewith.
"Distributable Items"shall have the meaning assigned to such term in the
Capital Regulations, but amended so that for so long as there is any reference
therein to "before distributions to holders of own funds instruments" it shall
be read as a reference to"before distributions to holders of Parity
Securities, the contingent capital securities or any Junior Securities." Under
U.K. CRD, as at the date hereof, "distributable items" means the amount of the
profits at the end of thelast financial year plus any profits brought forward
and reserves available for that purpose before distributions to holders of own
funds instruments less any losses brought forward, any profits which are
non-distributable
pursuant to the law of the United Kingdom, or any part of it, or of a third
country or the institution's
by-laws
and any sums placed to
non-distributable
reserves in accordance with the law of the United Kingdom, or any part of it,
or of a third country or the statutes of the institution, in each case with
respect to the specific category of ownfund instruments to which the law of
the United Kingdom, or any part of it, or of a third country or the
institution's
by-laws
or statutes relate, such profits, losses and reserves being determined on
thebasis of the individual accounts of the institution and not on the basis of
the consolidated accounts.
"Junior Securities"means any ordinary shares, securities or other obligations
(including any guarantee, credit support or similar undertaking) of the Issuer
ranking, or expressed to rank, junior to the relevant series of contingent
capital securities in a
winding-up
or administration of the Issuer.
"Parity Securities" means any preference shares,securities or other
obligations (including any guarantee, credit support or similar undertaking)
of the Issuer ranking, or expressed to rank,
pari passu
with the relevant series of contingent capital securities in a
winding-up
or administration of the Issuer.
See also "--Agreement to InterestCancellation" and "--Notice of Interest
Cancellation" below.
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Agreement to Interest Cancellation
By subscribing for, purchasing or otherwise acquiring the contingent capital
securities, holders of the contingent capital securitiesacknowledge and agree
that:
(a) interest is payable solely at the discretion of the Issuer, and no amount
of interestshall become due and payable in respect of the relevant interest
period to the extent that it has been (x) cancelled (in whole or in part) by
the Issuer at its sole discretion and/or (y) deemed cancelled (in whole or in
part) as a resultof us having insufficient Distributable Items or failing to
satisfy the Solvency Condition; and
(b) a cancellation ordeemed cancellation of interest (in each case, in whole
or in part) in accordance with the terms of the Contingent Capital Securities
Indenture shall not constitute a default in payment or otherwise under the
terms of the contingent capitalsecurities.
Subject as set out under "--Interest Cancellation Following a Contingent
Capital Regulatory Event," interestwill only be due and payable on an interest
payment date to the extent it is not cancelled or deemed cancelled in
accordance with the provisions described under "--Interest Payments
Discretionary" and "--Restriction onInterest Payments" above. Any interest
cancelled or deemed cancelled (in each case, in whole or in part) in the
circumstances described above shall not be due and shall not accumulate or be
payable at any time thereafter, and holders of thecontingent capital
securities shall have no rights thereto or to receive any additional interest
or compensation as a result of such cancellation or deemed cancellation. The
Issuer may use such cancelled payments without restriction to meet
itsobligations as they fall due.
Notice of Interest Cancellation
If practicable, we shall provide notice of any cancellation or deemed
cancellation of interest (in whole or in part) to the holders of thecontingent
capital securities through DTC (or, if the contingent capital securities are
held in definitive form, to the holders at their addresses shown on the
register for the relevant series of contingent capital securities and as may
be specifiedin the relevant prospectus supplement) and to the trustee directly
on or prior to the relevant interest payment date. If practicable, we shall
endeavor to provide such notice at least five (5) business days prior to the
relevant interestpayment date. Failure to provide such notice will not have
any impact on the effectiveness of, or otherwise invalidate, any such
cancellation or deemed cancellation of interest, or give holders of the
contingent capital securities any rights as aresult of such failure.
Interest Cancellation Following a Contingent Capital Regulatory Event
The applicable prospectus supplement may provide that, if the whole of the
outstanding aggregate principal amount of the relevant series ofcontingent
capital securities is excluded from, or ceases to count towards, the Group's
Tier 1 Capital and this constitutes a Contingent Capital Regulatory Event in
respect of the relevant series of contingent capital securities, but the
Issuerhas not exercised its option to redeem the relevant series of contingent
capital securities pursuant to the provisions described in the applicable
prospectus supplement, the Issuer will not exercise its discretion as
described under"--Interest Payments Discretionary" above to cancel interest
that would be payable on any interest payment date following the occurrence of
such Contingent Capital Regulatory Event. If, despite this undertaking, the
Issuer does notmake an interest payment (in whole or in part) on any such
interest payment date, such payment will thereafter (notwithstanding any other
term of the relevant series of contingent capital securities) be deemed not to
be cancelled and to be due andpayable, subject to the following paragraph.
The above provision is without prejudice to the limitations and restrictions
on interestpayments described under "--Restriction on Interest Payments" which
will continue to apply to such series of contingent capital securities.
A "Contingent Capital Regulatory Event" means, in respect of a particular
series of contingent capital securities, a change in theregulatory
classification of such contingent capital securities that occurs on or after
the issue date of such contingent capital securities and that does, or would
be likely to, result in the whole or any part
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of the outstanding aggregate principal amount of the contingent capital
securities of the relevant series at any time being excluded from, or ceasing
to count towards, the Group's Tier 1Capital.
Automatic Conversion upon a Capital Adequacy Trigger Event
The applicable prospectus supplement may provide that, upon the occurrence of
a Capital Adequacy Trigger Event, an Automatic Conversion (asdefined below)
will occur on the relevant Conversion Date (as defined below).
A "Capital Adequacy Trigger Event" will occurwith respect to a particular
series of contingent capital securities if the specified capital ratio,
calculated in accordance with the Capital Regulations then applicable to the
Group or as otherwise specified in the applicable prospectussupplement, falls
below a
pre-determined
threshold specified for such series in the applicable prospectus supplement.
Whether a Capital Adequacy Trigger Event has occurred at any time shall be
determined bythe Issuer and such determination will be binding on the trustee
and holders of the contingent capital securities. The applicable prospectus
supplement will also specify a rate of conversion, conversion price or other
conversion formula for thenumber of ordinary shares to be issued upon an
Automatic Conversion.
"Automatic Conversion" means, in respect of a particularseries of contingent
capital securities, the irrevocable and automatic release of all of the
Issuer's obligations under such series of contingent capital securities (other
than the CSO Obligations, if any) in consideration of the Issuer'sissuance of
the Conversion Shares in accordance with the terms of such contingent capital
securities.
"CSO Obligations" means,with respect to a particular series of contingent
capital securities, shall have the meaning set forth in the applicable
prospectus supplement. "Conversion Date" with respect to a particular series
of contingent capital securities, shallhave the meaning set forth in the
applicable prospectus supplement.
"Conversion Shares" means the ordinary shares of the Issuerto be issued
following an Automatic Conversion.
Unless otherwise specified in the applicable prospectus supplement, following
anAutomatic Conversion the Issuer may, in its sole and absolute discretion,
elect to cause all or some of the Conversion Shares to be offered to all or
some of the Issuer's ordinary shareholders at a cash price per Conversion
Share that will bespecified (or determined in accordance with a formula set
forth) in the applicable prospectus supplement. The applicable prospectus
supplement will also include the procedures relating to any such offer of
Conversion Shares. Any such offer ofConversion Shares will be made subject to
applicable laws and regulations (including the Securities Act) in effect at
the relevant time and shall be conducted, if at all, only to the extent that
the Issuer, in its sole and absolute discretion,determines that the offer of
Conversion Shares is practicable.
Automatic Write-Down Upon Capital Adequacy Trigger Event
The applicable prospectus supplement may provide that, upon the occurrence of
a Capital Adequacy Trigger Event (whether before or after theoccurrence of a
Contingent Capital Regulatory Event), an Automatic Write-Down (as defined
below) will occur with respect to a particular series of contingent capital
securities on the Write-Down Date (as defined below), at which point the
fullprincipal amount of each contingent capital security of such series shall
be irrevocably and automatically written down to zero, any accrued but unpaid
interest (and any other amounts in respect of or arising under such particular
series ofcontingent capital securities or the Contingent Capital Securities
Indenture) shall be cancelled and such contingent capital securities shall be
cancelled.
"Automatic Write-Down" means the irrevocable and automatic write-down to zero
of the full principal amount of each contingentcapital security of the
relevant series (without the need for the consent of the holders of such
contingent capital securities), in accordance with the terms of the particular
series of contingent capital securities.
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"Write-Down Date" with respect to a particular series of contingent
capitalsecurities, shall have the meaning set forth in the applicable
prospectus supplement.
Ranking of Contingent Capital Securities
Contingent capital securities will constitute our direct, unsecured and
subordinated obligations ranking
pari passu
without anypreference among themselves.
Unless the applicable prospectus supplement provides otherwise, in the event
of our
winding-up
or administration, the rights and claims of the holders of any series of
contingent capital securities in respect of, or arising from, the contingent
capital securities (including any damages (ifpayable)) shall be subordinated
to the claims of Senior Creditors.
If:
(a) an order is made, or an effective resolution is passed, for the
winding-up
of theIssuer (except in any such case for a solvent
winding-up
solely for the purpose of a merger, reconstruction or amalgamation); or
(b) following the appointment of an administrator of the Issuer, the
administrator gives notice that it intends to declare anddistribute a dividend,
then, (1) if such events specified in (a) or (b) above occur before the date
on which a Capital Adequacy Trigger Eventoccurs, there shall be payable by the
Issuer in respect of each such contingent capital security (in lieu of any
other payment by the Issuer) such amount, if any, as would have been payable
to a holder of contingent capital securities if, on the dayprior to the
commencement of such
winding-up
or administration and thereafter, such holder of contingent capital securities
were the holder of the most senior class of preference shares in the capital
of theIssuer, having an equal right to a return of assets in such
winding-up
or administration to, and so ranking
pari passu
with, the holders of such class of preference shares (if any) from time to
timeissued by the Issuer that has a preferential right to a return of assets
in such
winding-up
or administration, and so ranking ahead of the holders of all other classes of
issued shares for the time being inthe capital of the Issuer, but ranking
junior to the claims of Senior Creditors, and on the assumption that the
amount that such holder of contingent capital securities was entitled to
receive in respect of such preference shares, on a return ofassets in such
winding-up
or administration, was an amount equal to the principal amount of the relevant
contingent capital security together with any damages (if payable) and if the
applicable prospectussupplement provides that "--Interest Cancellation--Interest
Cancellation Following a Contingent Capital Regulatory Event" applies,
Accrued Interest (as defined below) (if applicable) and (2) if such events
specified in(a) or (b) above occur on or after the date on which a Capital
Adequacy Trigger Event occurs but before the Conversion Date or the Write-Down
Date (as applicable), then for purposes of determining the claim of a holder
of contingent capitalsecurities in such
winding-up
or administration, the Conversion Date in respect of an Automatic Conversion
or the Write-Down Date in respect of an Automatic Write-Down (as applicable)
shall be deemed to haveoccurred immediately before the occurrence of such
events specified in (a) or (b) above.
Furthermore, other than in the event of a
winding-up
or administration of the Issuer specified in (a) or (b) above, payments in
respect of or arising from the contingent capital securities are conditional
upon the Issuer being solvent at the time ofpayment by the Issuer and in that
no sum in respect of or arising from the contingent capital securities may
fall due and be paid except to the extent that the Issuer could make such
payment and still be solvent immediately thereafter (suchcondition referred to
herein as the "Solvency Condition"). For purposes of determining whether the
Solvency Condition is met, the Issuer shall be considered to be solvent at a
particular point in time if (i) it is able to pay itsdebts owed to Senior
Creditors as they fall due and (ii) the Balance Sheet Condition has been met.
An officer's certificateexecuted in accordance with the Contingent Capital
Securities Indenture as to the Issuer's solvency at any particular point in
time shall be treated by the Issuer, the trustee, the holders and all other
interested parties as correct andsufficient evidence thereof.
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Any payment of interest not due by reason of these provisions relating to
ranking shall bedeemed cancelled as provided under "
--
Interest Cancellation" above.
"Accrued Interest" means, in respectof each contingent capital security of the
relevant series following the occurrence of the circumstances described under
"--Interest Cancellation--Interest Cancellation Following a Contingent Capital
Regulatory Event" above, ifapplicable, and subject to the provisions described
therein, any accrued but unpaid interest on such contingent capital security,
which excludes any interest cancelled or deemed cancelled as described under
"--Interest Cancellation"above.
"Senior Creditors" with respect to a particular series of contingent capital
securities, means creditors of the Issuer(i) who are unsubordinated creditors;
(ii) whose claims are, or are expressed to be, subordinated (whether only in
the event of the
winding-up
or administration of the Issuer or otherwise) to theclaims of unsubordinated
creditors of the Issuer but not further or otherwise; (iii) who are creditors
in respect of any secondary
non-preferential
debts; or (iv) whose claims are, or are expressedto be, junior to the claims
of other creditors of the Issuer, whether subordinated or unsubordinated,
other than those whose claims rank, or are expressed to rank,
pari passu
with, or junior to, the claims of the holders of the contingentcapital
securities.
The "Balance Sheet Condition" shall be satisfied in relation to the Issuer if
the value of its assets is atleast equal to the value of its liabilities
(taking into account its contingent and prospective liabilities), according to
the criteria that would be applied by the High Court of Justice of England and
Wales (or the relevant authority of such otherjurisdiction in which the Issuer
may be organized) in determining whether the Issuer is "unable to pay its
debts" under section 123(2) of the Insolvency Act or any amendment or
re-enactment
thereof(or in accordance with the corresponding provisions of the applicable
laws of such other jurisdiction in which the Issuer may be organized).
Pursuant to the Insolvency Act, the Contingent Capital Securities will
constitute tertiary
non-preferential
debts of the Issuer and therefore both ordinary
non-preferential
debts and secondary
non-preferential
debts willrank ahead of any claims in respect of the Contingent Capital
Securities.
No
Set-off
Subject to applicable law and unless the applicable prospectus supplement
provides otherwise, no holder of contingent capital securities mayexercise,
claim or plead any right of
set-off,
compensation, counterclaim, retention or netting in respect of any amount owed
to it by us arising under, or in connection with, the contingent capital
securitiesand the Contingent Capital Securities Indenture and each holder of
contingent capital securities shall, by virtue of its holding of any
contingent capital security (or any beneficial interest therein), be deemed,
to the fullest extent permittedunder applicable law, to have waived all such
rights of
set-off,
compensation, counterclaim, retention and netting. Notwithstanding the
foregoing, if any amounts due and payable to any holder of the contingentcapital
securities by us in respect of, or arising under, the contingent capital
securities or the Contingent Capital Securities Indenture are discharged by
set-off,
compensation, counterclaim, retention ornetting, such holder shall, subject to
applicable law and unless the applicable prospectus supplement provide
otherwise, immediately pay to us an amount equal to the amount of such
discharge (or, in the event of our
winding-up
or administration, our liquidator or administrator, as the case may be) and,
until such time as payment is made, shall hold an amount equal to such amount
in trust for us (or our liquidator oradministrator, as the case may be) and,
accordingly, any such discharge shall be deemed not to have taken place. By
its acquisition of contingent capital securities, each holder agrees to be
bound by these provisions relating to waiver of
set-off,
compensation, counterclaim, retention and netting. No holder of contingent
capital securities shall be entitled to proceed directly against us except as
described in "--Limitation on Suits"below.
Agreement with Respect to the Exercise of U.K.
Bail-in
Power
Notwithstanding and to the exclusion of any other term of the contingent
capital securities or any other agreements, arrangements, orunderstandings
between the Issuer and any holder or the trustee on behalf of the
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holders of contingent capital securities, by acquiring contingent capital
securities, each holder of contingent capital securities acknowledges,
accepts, agrees to be bound by, and consents tothe exercise of, any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority that may result in (i) the
reduction or cancellation of all, or a portion, of the principal amount of, or
interest on, thecontingent capital securities; (ii) the conversion of all, or
a portion of, the principal amount of, or interest on, the contingent capital
securities into shares or other securities or other obligations of the Issuer
or another person (and theissue to, or conferral on, the holder of the
contingent capital securities of such shares, securities or obligations);
(iii) the cancellation of the contingent capital securities and/or (iv) the
amendment or alteration of the maturity, if any,of the contingent capital
securities, or amendment of the amount of interest due on the contingent
capital securities, or the dates on which interest becomes payable, including
by suspending payment for a temporary period; which U.K.
Bail-in
Power may be exercised by means of a variation of the terms of the contingent
capital securities solely to give effect to the exercise by the Relevant U.K.
Resolution Authority of such U.K.
Bail-in
Power. Each holder further acknowledges and agrees that the rights of the
holders of the contingent capital securities are subject to, and will be
varied, if necessary, solely to give effect to, the exerciseof any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority. Any issuance of ordinary
shares or other securities or any write-down of any contingent capital
securities pursuant to such exercise of theU.K.
Bail-in
Power would be separate and distinct from the issuance of ordinary shares
resulting from an Automatic Conversion or the write-down of any contingent
capital securities resulting from an AutomaticWrite-Down (as applicable). For
the avoidance of doubt, this consent and acknowledgment is not a waiver of any
rights holders of the contingent capital securities may have at law if and to
the extent that any U.K.
Bail-in
Power is exercised by the Relevant U.K. Resolution Authority in breach of laws
applicable in England.
For the purposes of the contingent capital securities, a "U.K.
Bail-in
Power" is anywrite-down, conversion, transfer, modification and/or suspension
power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of banks, banking group companies,
credit institutions and/or investmentfirms incorporated in the United Kingdom
in effect and applicable in the United Kingdom to the Issuer or other members
of the Group, including but not limited to any such laws, regulations, rules
or requirements that are implemented, adopted orenacted within the context of
any applicable European Union directive or regulation of the European
Parliament and of the Council establishing a framework for the recovery and
resolution of credit institutions and investment firms, and/or within
thecontext of a U.K. resolution regime under the Banking Act pursuant to which
obligations of a bank, banking group company, credit institution or investment
firm or any of its affiliates can be reduced, cancelled, amended, transferred
and/or convertedinto shares or other securities or obligations of the obligor
or any other person (and a reference to the "Relevant U.K. Resolution
Authority" is to any authority with the ability to exercise a U.K.
Bail-in
Power).
No repayment of the principal amount of the contingent capital securities
orpayment of interest on the contingent capital securities shall become due
and payable after the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority unless such repayment or
paymentwould be permitted to be made by the Issuer under the laws and
regulations of the United Kingdom and the European Union applicable to the
Issuer.
By its acquisition of the contingent capital securities, each holder of
contingent capital securities, to the extent permitted by the TrustIndenture
Act, waives any and all claims against the trustee for, agrees not to initiate
a suit against the trustee in respect of, and agrees that the trustee shall
not be liable for, any action that the trustee takes, or abstains from taking,
ineither case in accordance with the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the contingent
capital securities.
Upon the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect tothe contingent
capital securities, the Issuer shall provide a written notice to DTC as soon
as practicable regarding such exercise of the U.K.
Bail-in
Power for purposes of notifying holders of suchoccurrence. The Issuer shall
also deliver a copy of such notice to the trustee for information purposes.
Any delay or failure by the Issuer in delivering any notice referred to in
this paragraph shall not affect the validity and enforceability ofthe U.K.
Bail-in
Power.
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By its acquisition of the contingent capital securities, each holder of
contingent capitalsecurities acknowledges and agrees that the exercise of the
U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to a particular
series of contingent capital securities shall not give riseto a default for
purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of
the Trustee in Case of Default) of the Trust Indenture Act.
The Issuer's obligations to indemnify the trustee in accordance with the
indentures shall survive the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the contingent
capital securities.
By its acquisition of the contingent capital securities, each holder of
contingent capital securities acknowledges and agrees that, upon theexercise
of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority, (a) the trustee shall not be
required to take any further directions from holders of the contingent capital
securities underSection 5.13 (Control by Holders) of the Contingent Capital
Securities Indenture, which section authorizes holders of a majority in
aggregate principal amount of outstanding contingent capital securities of the
relevant series of contingentcapital securities to direct certain actions
relating to the contingent capital securities and (b) the Contingent Capital
Securities Indenture shall impose no duties upon the trustee whatsoever with
respect to the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority. Notwithstanding the
foregoing, if, following the completion of the exercise of the U.K.
Bail-in
Power by the RelevantU.K. Resolution Authority, the contingent capital
securities remain outstanding (for example, if the exercise of the U.K.
Bail-in
Power results in only a partial write-down of the principal of the
contingentcapital securities), then the trustee's duties under the Contingent
Capital Securities Indenture shall remain applicable with respect to the
contingent capital securities following such completion to the extent that the
Issuer and the trusteeshall agree pursuant to a supplemental indenture to the
Contingent Capital Securities Indenture or an amendment thereto.
By itsacquisition of the contingent capital securities, each holder of
contingent capital securities shall be deemed to have (a) consented to the
exercise of any U.K.
Bail-in
Power as it may be imposed withoutany prior notice by the Relevant U.K.
Resolution Authority of its decision to exercise such power with respect to
the contingent capital securities and (b) authorized, directed and requested
DTC and any direct participant in DTC or otherintermediary through which it
holds such contingent capital securities to take any and all necessary action,
if required, to implement the exercise of any U.K.
Bail-in
Power with respect to the contingentcapital securities as it may be imposed,
without any further action or direction on the part of such holder or the
trustee.
The exerciseof the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the contingent
capital securities shall not constitute a Contingent Capital Enforcement Event.
The relevant prospectus supplement may describe additional or alternative
related provisions with respect to the U.K.
Bail-in
Power, including certain waivers by the holders of contingent capital
securities of certain claims against the trustee, to the extent permitted by
the Trust Indenture Act.
Subsequent Holders' Agreement
Holders of contingent capital securities that acquire contingent capital
securities in the secondary market shall be deemed to acknowledge,agree to be
bound by and consent to the same provisions specified herein and in the
applicable prospectus supplement to the same extent as the holders of
contingent capital securities that acquire contingent capital securities upon
their initialissuance, including, without limitation, with respect to the
acknowledgement and agreement to be bound by, and consent to, the terms of the
contingent capital securities, including in relation to the U.K.
Bail-in
Power, the provisions described under "--Interest Cancellation," the
subordination provisions described under "--Ranking of Contingent Capital
Securities," the waiver of
set-off
provisions described under "--No
Set-off"
and the limitations on remedies specified in "--Contingent Capital Enforcement
Events andRemedies--Limited remedies for breach of obligations (other than
non-payment)"
in this section "Description of Contingent Capital Securities."
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Payment of Contingent Capital Additional Amounts
Unless the relevant prospectus supplement provides otherwise, we will pay any
amounts to be paid by us on any series of contingent capitalsecurities without
deduction or withholding for, or on account of, any and all present or future
Taxes now or hereafter imposed, levied, collected, withheld or assessed by or
on behalf of any Taxing Jurisdiction, unless the deduction or withholdingis
required by law. Unless the relevant prospectus supplement provides otherwise,
if at any time a Taxing Jurisdiction requires us to deduct or withhold Taxes,
we will pay the additional amounts of, or in respect of, any interest (but not
principalor any premium) on the contingent capital securities ("Contingent
Capital Additional Amounts") that are necessary so that the net amounts in
respect of interest paid to the holders (excluding the beneficial owners),
after the deduction orwithholding, shall equal the amounts in respect of
interest which would have been payable had no such deduction or withholding
been required. However, we will not pay Contingent Capital Additional Amounts
for Taxes:
. that are payable because the holder of the contingent capital securities
is a domiciliary, national or residentof, or engages in business
or maintains a permanent establishment or is physically present in,
a Taxing Jurisdiction requiring that deduction or withholding,
or otherwise has some connection with the Taxing Jurisdiction other
than the holding orownership of the contingent capital security,
or the collection of any payment of, or in respect of any interest
on, the contingent capital securities of the relevant series;
. that are payable because (except in the case of our
winding-up
inEngland) the relevant contingent capital security is presented for payment in the United Kingdom;
. that are payable because the relevant contingent capital security is presented for payment more than thirty(30)
days after the date payment became due or was provided for, whichever is later, except to the extent
that the holder of the relevant contingent capital security would have been entitled to the Contingent
Capital Additional Amounts onpresenting the contingent capital security for payment at the close of such
30-day
period;
. that are payable because the holder of the relevant contingent capital securities
or the beneficial owner of anypayment of (or in respect of) any interest
on contingent capital securities failed to make any necessary claim or to
comply with any certification, identification or other requirements concerning
the nationality, residence, identity or connectionwith the Taxing Jurisdiction
of such holder or beneficial owner, if such claim or compliance is
required by statute, treaty, regulation or administrative practice of the
Taxing Jurisdiction as a condition to relief or exemption from such Taxes; or
. if the Taxes would not have been imposed or would have been excluded
under one of the preceding points if thebeneficial owner of, or person
ultimately entitled to obtain an interest in, the contingent capital
securities had been the holder of the contingent capital securities.
Whenever we refer in this prospectus and any prospectus supplement to the
payment of any interest on or in respect of, any contingent capitalsecurities
of any series, we mean to include the payment of Contingent Capital Additional
Amounts to the extent that, in context, Contingent Capital Additional Amounts
are, were or would be payable. However, for the avoidance of doubt,
anylimitations and restrictions on interest payments described under
"--Interest Cancellation" shall apply to any Contingent Capital Additional
Amounts
mutatis mutandis
.
For the avoidance of doubt, unless the relevant prospectus supplement provides
otherwise, any amounts to be paid by us or any paying agent onthe contingent
capital securities will be paid net of any FATCA Withholding Tax, and neither
we nor any paying agent will be required to pay Contingent Capital Additional
Amounts on account of any FATCA Withholding Tax.
Unless the relevant prospectus supplement provides otherwise, any paying agent
shall be entitled to make a deduction or withholding from anypayment which it
makes under the contingent capital securities and the Contingent Capital
Securities Indenture for or on account of any Applicable Law. In either case,
the paying agent shall make any payment after a deduction or withholding has
beenmade pursuant to Applicable Law and shall
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report to the relevant authorities the amount so deducted or withheld. In all
cases, the paying agent shall have no obligation to gross up any payment made
subject to any deduction or withholdingpursuant to Applicable Law. In
addition, amounts deducted or withheld by the paying agent under this
paragraph will be treated as paid to the holder of a contingent capital
security, and we will not pay Contingent Capital Additional Amounts inrespect
of such deduction or withholding, except to the extent the provisions in this
subsection "--Payment of Contingent Capital Additional Amounts" explicitly
provide otherwise.
Redemption
Any terms of the redemptionof any series of contingent capital securities,
whether at our option or upon the occurrence of certain circumstances
(including, but shall not be limited to, the occurrence of certain tax or
regulatory events), will be set forth in the relevantprospectus supplement.
The prospectus supplement will also specify the notice we will be required to
give, what prices and any premium wewill pay, and the dates on which we may
redeem the contingent capital securities. Any notice of redemption of
contingent capital securities will state:
. the date fixed for redemption;
. the amount of contingent capital securities to be redeemed if we are only redeeming a part of the series;
. the redemption price;
. that on the date fixed for redemption the redemption price will become due and payable on each contingent capitalsecurity
to be redeemed and, if applicable, that any interest will cease to accrue on or after the redemption date;
. the place or places at which each holder may obtain payment of the redemption price; and
. the CUSIP number or numbers, if any, with respect to the contingent capital securities.
In the case of a partial redemption, the trustee shall select the contingent
capital securities that we will redeem in any manner it deemsfair and
appropriate.
Any optional redemption of contingent capital securities will also be subject
to the provisions described under"--Notice of Redemption of Contingent Capital
Securities" and "--Condition to Redemption of Contingent Capital Securities"
below.
Redemption for Tax Reasons.
Unless the relevant prospectus supplement provides otherwise, we may, at our
option, redeem the contingentcapital securities of any series, in whole but
not in part, at any time, upon not less than fifteen (15) nor more than sixty
(60) days' notice (or the shorter or longer notice period specified in the
relevant prospectus supplement) tothe holders at any time, at a redemption
price equal to 100% of their principal amount of the contingent capital
securities to be redeemed, together with any accrued but unpaid interest
(which excludes any interest cancelled or deemed cancelledunder "--Interest
Cancellation" above) to (but excluding) the date fixed for redemption, if we
determine that as a result of a change in, or amendment to, the laws or
regulations of a taxing jurisdiction, including any treaty to whichthe
relevant taxing jurisdiction is a party, or a change in an official
application of those laws or regulations, including a decision of any court or
tribunal, which becomes effective on or after the issue date of the relevant
series of contingentcapital securities (or which becomes effective on or after
the date of a successor entity's assumption of our obligations), (i) we will
or would be required to pay holders Contingent Capital Additional Amounts;
(ii) we would not beentitled to claim a deduction in respect of any payments
in respect of the relevant series of contingent capital securities in
computing our taxation liabilities or the value of the deduction would be
materially reduced; (iii) we would not, asa result of the relevant series of
contingent capital securities being in issue, be able to have losses or
deductions
set-off
against the profits or gains, or profits or gains offset by the losses
ordeductions, of companies with which we are or would otherwise be so grouped
for applicable U.K. tax purposes (whether under the group
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relief system current as at the issue date of the relevant series of
contingent capital securities or any similar system or systems having like
effect as may from time to time exist); (iv) wewould, in the future, have to
bring into account a taxable credit if the principal amount of the relevant
series of contingent capital securities were written down or the relevant
series of contingent capital securities were converted intoConversion Shares;
or (v) the relevant series of contingent capital securities or any part
thereof would become treated as derivative or an embedded derivative for U.K.
tax purposes, (each such change in tax law or regulation or the officialapplicat
ion thereof, a "Tax Event" for purposes of this "Description of Contingent
Capital Securities" section), provided that in the case of each Tax Event, the
consequences of the Tax Event cannot be avoided by us takingreasonable
measures available to us.
In each case and unless the relevant prospectus supplement provides otherwise,
before we give anotice of redemption, we shall be required to deliver to the
trustee an opinion of independent counsel of recognized standing, chosen by
us, confirming that we are entitled to exercise our right of redemption. Any
redemption of debt securities as aresult of a Tax Event will also be subject
to the provisions described under "--Notice of Redemption of Debt Securities"
and "--Condition to Redemption of Debt Securities" below.
Notice of Redemption of Contingent Capital Securities
Unless the relevant prospectus supplement provides otherwise, any redemption
of the contingent capital securities shall be subject to ourgiving not less
than fifteen (15) days', nor more than sixty (60) days', prior notice to the
holders of such contingent capital securities (unless a shorter or longer
period is specified in the applicable prospectus supplement)via DTC or the
relevant clearing system(s) (or, if the contingent capital securities are held
in definitive form, to the holders at their addresses shown on the register
for the contingent capital securities) (such notice being irrevocable except
inthe limited circumstances described in the following paragraphs and as may
be specified in the relevant prospectus supplement) specifying our election to
redeem the relevant series of contingent capital securities and the date fixed
for suchredemption. Notice by DTC to participating institutions and by these
participants to street name holders of beneficial interests in the relevant
series of contingent capital securities will be made according to arrangements
among them and may besubject to statutory or regulatory requirements.
Unless the relevant prospectus supplement provides otherwise, if we have
elected toredeem a particular series of contingent capital securities but the
Solvency Condition with respect to such series is not satisfied in respect of
the relevant redemption payment on the applicable redemption date, the
relevant redemption notice shallbe automatically rescinded and shall be of no
force and effect and no payment of the redemption amount will be due and
payable. We will notify the holders of the relevant contingent capital
securities and the trustee of any such rescission as soonas practicable prior
to, or, as the case may be, following, the applicable redemption date,
provided however that failure to provide such notice will not have any impact
on the effectiveness of, or otherwise invalidate, any such rescission.
Inaddition, if we have elected to redeem the contingent capital securities but
prior to the payment of the redemption amount with respect to such redemption
a Capital Adequacy Trigger Event occurs with respect to the relevant series of
contingentcapital securities, the relevant redemption notice shall be
automatically rescinded and shall be of no force and effect, no payment of the
redemption amount will be due and payable and an Automatic Conversion or an
Automatic Write-Down, asapplicable, shall occur with respect to the relevant
series of contingent capital securities.
If we have elected to redeem a particularseries of contingent capital
securities but prior to the payment of the redemption amount with respect to
such redemption the Relevant U.K. Resolution Authority exercises its U.K.
Bail-in
Power in respect ofsuch series of contingent capital securities, the relevant
redemption notice shall be automatically rescinded and shall be of no force
and effect, and no payment of the redemption amount will be due and payable.
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Condition to Redemption of Contingent Capital Securities
Notwithstanding any other provision, and unless otherwise specified in the
applicable prospectus supplement, we may redeem the contingentcapital
securities before their maturity date, if any (and give notice thereof to the
holders of the contingent capital securities) only if we have obtained the
prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in
either case,if such consent is then required by the Capital Regulations) for
the redemption of the contingent capital securities. In addition, any
redemption of any series of contingent capital securities shall be subject to
the additional conditions set outunder "--Additional Conditions Relating to
Redemption and Repurchase of Contingent Capital Securities" below.
Condition to Repurchase ofContingent Capital Securities
Unless the applicable prospectus supplement provides otherwise, we or any
member of the Group maypurchase or otherwise acquire any outstanding
contingent capital securities of any series at any price in the open market or
otherwise in accordance with the Capital Regulations, and subject to the prior
consent of the PRA and/or the Relevant U.K.Resolution Authority (in either
case, if such consent is then required by the Capital Regulations) and to
applicable law and regulations. In addition, any repurchase of contingent
capital securities shall be subject to the additional conditions setout under
"--Additional Conditions Relating to Redemption and Repurchase of Contingent
Capital Securities" below.
We willtreat as cancelled and no longer issued and outstanding any contingent
capital securities of any series that we purchase beneficially for our own
account, other than a purchase in the ordinary course of a business dealing in
securities. Unlessotherwise specified in the applicable prospectus supplement,
you have no right to require us to repurchase the contingent capital
securities. Such contingent capital securities will stop bearing interest on
the redemption date, even if you do notcollect your money.
Additional Conditions Relating to Redemption and Repurchase of Contingent
Capital Securities
Any redemption or repurchase of a particular series of contingent capital
securities shall be subject to:
(A) one of the following conditions in (1) or (2) below being met, as
applicable to such contingent capital securities, in each case, ifand to the
extent then required by the Capital Regulations:
(1) before or at the same time as such redemption or repurchase of the
contingent capital securities, we replacesuch contingent capital
securities with "own funds instruments" of equal or higher quality
at terms that are sustainable for our income capacity; or
(2) we have demonstrated to the satisfaction of the PRA that our "own funds" and "eligibleliabilities"
would, following such redemption or repurchase, exceed the relevant requirements for our own funds
and eligible liabilities laid down in U.K. CRD and in the U.K. legislation that implemented EU
Directive 2014/59/EU, as amended fromtime to time, by a margin that the PRA considers necessary.
(B) in the case of any such redemption or repurchase of aparticular series of
contingent capital securities before five years after the date of issuance of
such contingent capital securities, one of the following conditions in (1),
(2), (3) or (4) below being met, in each case, if and to the extentthen
required by the Capital Regulations:
(1) in the case of redemption due to the occurrence of a change in
the regulatory classification of the relevantcontingent capital
securities that does or would be likely to result in their exclusion
from own funds or reclassification as own funds of lower quality
(i) the PRA considers such change to be sufficiently certain and
(ii) we demonstrateto the satisfaction of the PRA that such
regulatory reclassification was not reasonably foreseeable at the
time of the issuance of the contingent capital securities; or
(2) in the case of redemption due to the occurrence of a Tax Event, we demonstrate to the satisfaction of the PRAthat such Tax
Event is material and was not reasonably foreseeable at the time of issuance of the relevant contingent capital securities; or
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(3) before or at the same time as such redemption or repurchase of the relevant contingent capital securities,
wereplace such contingent capital securities with own funds instruments of equal or higher quality at terms that
are sustainable for our income capacity and the PRA has permitted that action on the basis of the determination
that it would bebeneficial from a prudential point of view and justified by exceptional circumstances; or
(4) the relevant contingent capital securities are repurchased for market making purposes.
Notwithstanding the conditions set out above, if, at the time of any such
redemption or repurchase, the Capital Regulations permit theredemption or
repurchase of a particular series of contingent capital securities only after
compliance with one or more alternative or additional
pre-conditions
to those set out above, we will comply with suchother and/or, as appropriate,
additional
pre-condition(s).
Modification and Waiver
We and the trustee may make certain modifications and amendments to the
Contingent Capital Securities Indenture applicable to each series ofcontingent
capital securities without the consent of the holders of the contingent
capital securities. We may make other modifications and amendments with the
consent of the holder(s) of not less than 66 2/3% in aggregate principal
amount of thecontingent capital securities of the series outstanding under the
Contingent Capital Securities Indenture that are affected by the modification
or amendment. However, we may not make any modification or amendment without
the consent of the holder ofeach affected contingent capital security that
would:
. change the principal amount of, or any premium or rate of interest, with respect to any contingent capitalsecurity;
. change our obligation, or any successor's, to pay Contingent Capital Additional Amounts, if any;
. change the places at which payments are payable or the currency of payment;
. impair the right to sue for the enforcement of any payment due and payable, to the extent that such right exists;
. reduce the percentage in aggregate principal amount of outstanding contingent
capital securities of the seriesnecessary to modify or amend the Contingent Capital
Securities Indenture or to waive compliance with certain provisions of the Contingent
Capital Securities Indenture and any past Contingent Capital Enforcement Event;
. change our obligation to maintain an office or agency in the place and for
the purposes specified in theContingent Capital Securities Indenture;
. modify the subordination provisions, if any, or the terms and
conditions of our obligations in respect of the dueand punctual
payment of the amounts due and payable on the contingent capital
securities, in either case in a manner adverse to the holders; or
. modify the foregoing requirements or the provisions of the Contingent Capital Securities Indenture relating
tothe waiver of any past Contingent Capital Enforcement Event or covenants, except as otherwise specified.
In addition,unless the relevant prospectus supplement provides otherwise, any
variations in the terms and conditions of the contingent capital securities of
any series, including modifications relating to the subordination or
redemption provisions of suchcontingent capital securities, can only be made
in accordance with the rules and requirements of the PRA, as and to the extent
applicable from time to time.
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Contingent Capital Enforcement Events and Remedies
Winding-up
Unless the relevant prospectus supplement provides otherwise, if a Contingent
Capital
Winding-up
Eventoccurs before the occurrence of a Capital Adequacy Trigger Event, the
outstanding principal amount of the contingent capital securities and, if the
applicable prospectus supplement provides that "--Interest Cancellation--Interes
tCancellation Following a Contingent Capital Regulatory Event" applies,
Accrued Interest (if applicable) will become immediately due and payable,
subject to the subordination provisions described above under "--Ranking of
ContingentCapital Securities" without the need of any further action on the
part of the trustee, the holders of the relevant contingent capital securities
or any other person.
For the avoidance of doubt, as the principal amount of the contingent capital
securities and, in the circumstances mentioned above, AccruedInterest (if
applicable) will become immediately due and payable upon a Contingent Capital
Winding-up
Event that occurs before the occurrence of a Capital Adequacy Trigger Event,
neither the trustee nor theholders of the relevant contingent capital
securities are required to declare such principal amount and Accrued Interest
(if applicable) to be due and payable.
A "Contingent Capital
Winding-up
Event" with respect to the contingent capital securitiesshall result if (i) a
court of competent jurisdiction in England (or such other jurisdiction in
which we may be organized) makes an order for our
winding-up
which is not successfully appealed withinthirty (30) days of the making of
such order, (ii) our shareholders adopt an effective resolution for our
winding-up
(other than, in the case of either (i) or (ii) above, under or in
connectionwith a scheme of reconstruction, merger or amalgamation not
involving a bankruptcy or insolvency) or (iii) following the appointment of an
administrator of the Issuer, the administrator gives notice that it intends to
declare and distribute adividend. For the avoidance of doubt and subject as
set out under "--Interest Cancellation--Interest Cancellation Following a
Contingent Capital Regulatory Event" if applicable, no interest will be due
and payable if such interesthas been cancelled or is deemed cancelled (in each
case, in whole or in part) as described under "--Interest Cancellation" above.
Non-payment
If we fail to pay any amount that has become due and payable under the
relevantcontingent capital securities and such failure continues for fourteen
(14) days, the trustee may give us written notice of such failure. If within a
period of fourteen (14) days following the provision of such notice, the
failure continuesand has not been cured nor waived (a "Contingent Capital
Non-Payment
Event"), the trustee may at its discretion and without further notice to us
institute proceedings in England (or such otherjurisdiction in which we may be
organized) (but not elsewhere) for our
winding-up
and/or prove in our
winding-up
and/or claim in our liquidation or administration. Forthe avoidance of doubt
and subject as set out under "--Interest Cancellation--Interest Cancellation
Following a Contingent Capital Regulatory Event" if applicable, no interest
with respect to any series of contingent capitalsecurities will be due and
payable if such interest on such series of contingent capital securities has
been cancelled or is deemed cancelled (in each case, in whole or in part) as
described under "--Interest Cancellation" above.Accordingly, no default in
payment under such contingent capital securities will have occurred or be
deemed to have occurred in such circumstances.
Limited remedies for breach of obligations (other than
non-payment)
In addition to the remedies for
non-payment
provided above, the trustee may, without further notice,institute such
proceedings against us as the trustee may deem fit to enforce any term,
obligation or condition binding on us under the relevant contingent capital
securities or the Contingent Capital Securities Indenture (other than any
paymentobligation of the Issuer under or arising from such contingent capital
securities or the Contingent Capital Securities Indenture, including, without
limitation, payment of any principal or interest, including Contingent Capital
Additional Amounts)(such obligation, a "Contingent Capital Performance
Obligation"); provided always that the trustee (acting on behalf of the
holders of such contingent capital securities) and the holders of such
contingent capital securities may notenforce, and may not be entitled to
enforce or otherwise claim, against us any judgment or other award given in
such proceedings that requires the
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payment of money by us, whether by way of damages or otherwise (a "Contingent
Capital Monetary Judgment"), except by proving such Contingent Capital
Monetary Judgment in our
winding-up
and/or by claiming such Contingent Capital Monetary Judgment in our
administration. By its acquisition of the contingent capital securities, each
holder of the contingent capital securities acknowledgesand agrees that such
holder will not seek to enforce or otherwise claim, and will not direct the
trustee (acting on behalf of the holders of the contingent capital securities)
to enforce or otherwise claim, a Contingent Capital Monetary Judgmentagainst
us in connection with our breach of a Contingent Capital Performance
Obligation, except by proving such Contingent Capital Monetary Judgment in our
winding-up
and/or by claiming such Contingent CapitalMonetary Judgment in our
administration.
No other remedies
Other than the limited remedies specified herein under "Contingent Capital
Enforcement Events and Remedies" above and subject to"Trust Indenture Act
remedies" below, no remedy against us will be available to the trustee (acting
on behalf of the holders of the contingent capital securities) or the holders
of the contingent capital securities whether for the recoveryof amounts owing
in respect of the contingent capital securities or under the Contingent
Capital Securities Indenture or in respect of any breach by us of any of our
obligations under or in respect of the terms of the contingent capital
securitiesor under the Contingent Capital Securities Indenture in relation
thereto; provided, however, that such limitation shall not apply to our
obligations to pay the fees and expenses of, and to indemnify, the trustee
(including fees and expenses oftrustee's counsel) and the trustee's rights to
apply money collected to first pay its fees and expenses shall not be subject
to the subordination provisions set forth in the Contingent Capital Securities
Indenture and any subordinationprovisions in any supplemental indenture
thereto.
Trust Indenture Act remedies
Notwithstanding the limitation on remedies specified herein under
"--Contingent Capital Enforcement Events and Remedies" above,(1) the trustee
will have such powers as are required to be authorized to it under the Trust
Indenture Act in respect of the rights of the holders of the contingent
capital securities under the provisions of the Contingent Capital
SecuritiesIndenture and (2) nothing shall impair the right of a holder of the
contingent capital securities under the Trust Indenture Act, absent such
holder's consent, to sue for any payment due but unpaid with respect to the
relevant contingentcapital securities; provided that, in the case of each of
(1) and (2) above, any payments in respect of, or arising from, the contingent
capital securities, including any payments or amounts resulting or arising
from the enforcement of anyrights under the Trust Indenture Act in respect of
the contingent capital securities, are subject to the subordination provisions
set forth in the Contingent Capital Securities Indenture and any subordination
provisions in any supplemental indenturethereto.
Under the terms of the Contingent Capital Securities Indenture, an Automatic
Conversion, an Automatic Write-Down (and, in eithercase, the related
cancellation of interest and any other amounts in respect of or arising under
the particular series of contingent capital securities or the Contingent
Capital Securities Indenture) or the exercise of the U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority with respect to the contingent
capital securities is not a Contingent Capital Enforcement Event.
Trustee's Duties
In case of aContingent Capital Enforcement Event under any series of the
contingent capital securities, the trustee shall exercise such of the rights
and powers vested in it by the Contingent Capital Securities Indenture, and
use the same degree of care andskill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs. For these purposes, a "Contingent Capital Enforcement Event" shall
occur (i) upon the occurrence of aContingent Capital
Winding-up
Event that occurs before any occurrence of a Capital Adequacy Trigger Event,
(ii) upon the occurrence of a Contingent Capital
Non-Payment
Event or (iii) upon a breach by us of (a) a Contingent Capital Performance
Obligation or (b) if the applicable prospectus supplement provides that
"--InterestCancellation--Interest Cancellation Following a Contingent
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Capital Regulatory Event" applies, the undertaking set out under "--Interest
Cancellation--Interest Cancellation Following a Contingent Capital Regulatory
Event," in eachcase with respect to the relevant series of the contingent
capital securities. Holders of a majority of the aggregate principal amount of
the outstanding contingent capital securities of a series may waive any past
Contingent Capital EnforcementEvent specified in clause (iii) (a) in the
preceding sentence but may not waive any past Contingent Capital Enforcement
Event specified in clauses (i),(ii) and (iii) (b) in the preceding sentence.
If a Contingent Capital Enforcement Event occurs and is continuing with
respect to any series of the contingent capital securities, thetrustee will
have no obligation to take any action at the direction of any holders of such
series of the contingent capital securities, unless they have offered the
trustee security or indemnity satisfactory to the trustee in its sole
discretion.The holders of a majority in aggregate principal amount of the
outstanding contingent capital securities of a series shall have the right to
direct the time, method and place of conducting any proceeding in the name of
and on the behalf of thetrustee for any remedy available to the trustee or
exercising any trust or power conferred on the trustee with respect to such
series of the contingent capital securities. However, this direction (a) must
not be in conflict with any rule of lawor the Contingent Capital Securities
Indenture and (b) must not be unjustly prejudicial to the holder(s) of such
series of the contingent capital securities not taking part in the direction,
in the case of either (a) or (b) as determinedby the trustee in its sole
discretion. The trustee may also take any other action, consistent with the
direction, that it deems proper.
The trustee will, within ninety (90) days of a Contingent Capital Enforcement
Event with respect to the contingent capital securities ofany series, give to
each affected holder of the contingent capital securities of the affected
series notice of any Contingent Capital Enforcement Event known to the
trustee, unless the Contingent Capital Enforcement Event has been cured or
waived.However, the trustee will be entitled to withhold notice if a trust
committee of responsible officers of the trustee determine in good faith that
withholding of notice is in the interest of the holders.
We are required to furnish to the trustee annually a statement as to our
compliance with all conditions and covenants under the ContingentCapital
Securities Indenture.
Limitation on Suits
Before a holder of the contingent capital securities may bypass the trustee
and bring its own lawsuit or other formal legal action or takeother steps to
enforce its rights or protect its interests relating to the contingent capital
securities, the following must occur:
. The holder must give the trustee written notice that a Contingent Capital Enforcement Event has occurred andremains uncured,
specifying such default and stating that such notice is a "Notice of Default" under the Contingent Capital Securities Indenture.
. The holders of 25% in principal amount of all outstanding contingent capital securities of the relevant
seriesmust make a written request that the trustee take action because of the Contingent Capital Enforcement
Event, and the holder must offer to the trustee indemnity or security satisfactory to the trustee in its sole
discretion against the costs,expenses and other liabilities to be incurred in compliance with such request.
. The trustee must not have taken action for sixty (60) days after receipt of the
above notice and offer ofsecurity or indemnity, and the trustee must not have
received an inconsistent direction from the majority in principal amount of all
outstanding contingent capital securities of the relevant series during that period.
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Street name and other indirect holders should consult their banks or brokers
for information on how togive notice or direction to or make a request of the
trustee and how to waive any past Contingent Capital Enforcement Event, as
described below in "Description of Certain Provisions Relating to Debt
Securities and Contingent CapitalSecurities--Legal Ownership; Form of
Securities."
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of any of the contingent capital
securities, consolidate or amalgamate with, merge into or transferor lease our
assets substantially as an entirety to, any person of the persons specified in
the applicable Contingent Capital Securities Indenture. However, any successor
person formed by any consolidation, amalgamation or merger, or any
transfereeor lessee of our assets, must assume our obligations on the
contingent capital securities and the Contingent Capital Securities Indenture,
if any, and a number of other conditions must be met.
Subject to applicable law and regulation (including, if and to the extent
required by the Capital Regulations at such time, the prior consentof the PRA
and/or the Relevant U.K. Resolution Authority), any of our wholly owned
subsidiaries may assume our obligations, if any, under the contingent capital
securities of any series without the consent of any holder. We, however,
mustirrevocably guarantee (on a subordinated basis in substantially the manner
described under "--Ranking of Contingent Capital Securities" above) the
obligations of the subsidiary under the contingent capital securities of that
series. Ifwe do, all of our direct obligations under the contingent capital
securities of the series and the applicable Contingent Capital Securities
Indenture shall immediately be discharged. Unless the relevant prospectus
supplement provides otherwise, anyContingent Capital Additional Amounts under
the contingent capital securities of the series will be payable in respect of
Taxes imposed by the jurisdiction in which the successor entity is organized,
rather than Taxes imposed by a U.K. TaxingJurisdiction, subject to exceptions
equivalent to those that apply to any obligation to pay Contingent Capital
Additional Amounts in respect of Taxes imposed by a U.K. Taxing Jurisdiction.
However, if we make payment under this guarantee, we shallalso be required to
pay Contingent Capital Additional Amounts related to Taxes (subject to the
exceptions set forth in "--Payment of Contingent Capital Additional Amounts"
above) imposed by a U.K. Taxing Jurisdiction due to thisguarantee payment.
A subsidiary that assumes our obligations will also be entitled to redeem the
contingent capital securities of therelevant series in the circumstances
described under "--Redemption" above with respect to any change or amendment
to, or change in the official application of the laws or regulations
(including any treaty) of the assumingcorporation's jurisdiction of
incorporation as long as the change or amendment occurs after the date of the
subsidiary's assumption of our obligations. Such substitution can only be made
in accordance with the rules and requirements of thePRA, as and to the extent
applicable from time to time.
The IRS might deem an assumption of our obligations as described above to be
anexchange of the existing contingent capital securities for new contingent
capital securities, resulting in a recognition of taxable gain or loss and
possibly other adverse tax consequences. Investors should consult their tax
advisors regarding thetax consequences of such an assumption.
Governing Law
Unless the applicable prospectus supplement provides otherwise, the contingent
capital securities and Contingent Capital Securities Indenturewill be governed
by and construed in accordance with the laws of the State of New York, except
that, as specified in the Contingent Capital Securities Indenture, the
subordination provisions and any applicable provisions relating to waiver of
set-off
of each series of contingent capital securities and the related provisions in
the Contingent Capital Securities Indenture will be governed by and construed
in accordance with English law.
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Notices
Notices regarding the contingent capital securities will be valid:
. with respect to global contingent capital securities if given in accordance with the
applicable procedures of thedepositary for such global contingent capital securities; or
. if registered contingent capital securities are affected, if given in writing and mailed to
each registeredholder as provided in the applicable Contingent Capital Securities Indenture.
With respect to a global contingentcapital security representing any series of
contingent capital securities, a copy of all notices with respect to such
series will be delivered to the depositary for such global contingent capital
security.
The Trustee
The Bank of New York Mellonacting through its London Branch, will be the
trustee under the Contingent Capital Securities Indenture. The trustee has two
principal functions:
. first, it can enforce a holder's rights against us if there is a Contingent
Capital Enforcement Event underthe Contingent Capital Securities Indenture; and
. second, the trustee performs administrative duties for us, such as sending the holder's interest
payments,transferring contingent capital securities to a new buyer and sending notices to holders.
We and some of oursubsidiaries maintain deposit accounts and conduct other
banking transactions with the trustee in the ordinary course of our respective
businesses.
Consent to Service
The ContingentCapital Securities Indenture provides that we irrevocably
designate Barclays Bank PLC (New York Branch), 745 Seventh Avenue, New York,
New York 10019, Attention: General Counsel as our authorized agent for service
of process in any proceedingarising out of or relating to the Contingent
Capital Securities Indenture or contingent capital securities brought in any
federal or state court in the Borough of Manhattan, the City of New York, and
we irrevocably submit to the jurisdiction ofthese courts.
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DESCRIPTION OF ORDINARY SHARES
Barclays PLC only has ordinary shares in issue which are in registered form
and are governed by the laws of England and Wales. Theshareholders of Barclays
PLC passed an ordinary resolution on May 3, 2023 to increase its share capital
by the creation of new shares of up to 825,000,000 in relation to any issue
of securities that automatically convert into or areexchanged for ordinary
shares of Barclays PLC, which authorization expires on the earlier of the end
of Barclays PLC's Annual General Meeting to be held in 2024 and the close of
business on June 30, 2024, unless otherwise renewed or passedpursuant to a
separate resolution.
Our Articles of Association (the "Articles") contain provisions to the
following effect:
Dividends
Subject to the provisionsof the Articles and applicable legislation, Barclays
PLC at any general meeting may declare dividends on the ordinary shares by
ordinary resolution, but such dividends may not exceed the amount recommended
by the board of directors of Barclays PLC(the "Board"). The Board may also
declare and pay interim or final dividends if it appears they are justified by
our distributable reserves.
All unclaimed dividends payable in respect of any share may be invested or
otherwise made use of by the Board for the benefit of Barclays PLCuntil
claimed. If a dividend is not claimed after 12 years of it being declared or
becoming due for payment, it is forfeited and reverts to us.
In connection with (a) the 6.278%
non-cumulative
callable Dollar preference shares, Series 1 and(b) the 4.75%
non-cumulative
callable Euro preference shares issued by our subsidiary, Barclays Bank PLC,
if Barclays Bank PLC does not declare and pay in full any dividend on such
preference shares on adividend payment date (or if Barclays Bank PLC declares
the dividend but fails to pay it or set aside the amount of the payment in
full), we may not declare or pay a dividend on our ordinary shares or other
share capital or redeem, purchase, reduceor otherwise acquire any of our share
capital (or set aside any sum or establish any sinking fund for the
redemption, purchase or otherwise acquisition thereof) until the earlier of
the (a) the dividend payment date on which Barclays Bank PLCnext declares and
pays in full a dividend on such preference shares and (b) the date on or by
which all of such preference shares are either redeemed in full or purchased
by or for Barclays Bank PLC's account.
Barclays PLC has established a Dividend Reinvestment Plan administered by
Equiniti Limited that, under certain conditions, enables eligibleshareholders
to elect to receive new ordinary shares, credited as fully paid, issued by
Barclays PLC instead of a cash dividend.
Voting
Every member who is present or represented (including by a proxy) at any
general meeting of Barclays PLC, and who is entitled to vote, has onevote on a
show of hands, unless a poll is properly demanded (provided that votes at
hybrid meetings, which are hosted on an electronic platform and physically
hosted at a specific location simultaneously, shall be decided on a poll). A
person isconsidered "present" at a general meeting, for purposes of physical
meeting, if such person is present in person and, for purposes of hybrid
meetings, if such person is present in person or by means of an electronic
platform. On a show ofhands, every member who is present or represented and
who is entitled to vote has one vote, except that a proxy will have one vote
for and one vote against a resolution if he/she has been instructed to vote
for and against the resolution bydifferent members or in one direction by a
member while another member has permitted the proxy discretion as to how to
vote. On a poll, every member who is present or represented and who is
entitled to vote has one vote for every share held. In thecase of joint
holders, only the vote of the senior holder (as determined by order in the
share register) or his/her proxy may be counted. If any sum payable remains
unpaid in relation to a member's shareholding, that member is not entitled
tovote that share or exercise any other right in relation to a meeting of
Barclays PLC unless the Board otherwise determines.
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If any member, or any other person appearing to be interested in any of our
ordinary sharesheld by that member, is served with a notice under Section 793
of the UK Companies Act 2006 (the "Companies Act") and does not supply us with
the information required in the notice, then (unless the Board otherwise
decides, andsubject to applicable law) (i) that member shall not be entitled
to attend or vote at any meeting of Barclays PLC in respect of the default
shares, and (ii) if the default shares of the member represent 0.25% or more
of the issued sharesof the relevant class (excluding any shares held in
treasury), dividends or other monies payable on those shares shall be retained
by us and no transfer of those shares shall be registered (other than certain
specified "exceptedtransfers"). These sanctions cease to have effect seven
days after we have received the information requested, or when we are notified
that an "excepted transfer" of all of the relevant shares to a third party has
occurred, or as theBoard otherwise determines.
In accordance with the U.K. Corporate Governance Code, all directors, who are
not retiring from office, aresubject to annual
re-election
by shareholders.
Transfers
Ordinary shares may be held in either certificated or uncertificated form.
Certificated ordinary shares shall be transferred in writing in anyusual or
other form approved by the Board and executed by or on behalf of the
transferor. Transfers of uncertificated ordinary shares shall be made in
accordance with the Companies Act and Uncertificated Securities Regulations
2001, as amended.
The Board is not bound to register a transfer of partly paid ordinary shares,
or fully paid shares in exceptional circumstances approved bythe UK Financial
Conduct Authority ("FCA"). The Board may also decline to register an
instrument of transfer of certificated ordinary shares unless (i) it is duly
stamped and deposited at the prescribed place and accompanied by theshare
certificate(s) and such other evidence as reasonably required by the secretary
to evidence right to transfer, (ii) it is in respect of one class of shares
only, and (iii) it is in favor of a single transferee or not more than
fourtransferees (except in the case of executors or trustees of a member).
Redemption
Subject to applicable legislation and the rights of the other shareholders,
any share may be issued on terms that it is, at our option or theoption of the
holder of such share, redeemable. The Board is authorized to determine the
terms, conditions and manner of redemption of any such shares under the
Articles.
Calls on capital
The Board may makecalls upon the members in respect of any monies unpaid on
their shares. A person upon whom a call is made remains liable even if the
shares in respect of which the call is made have been transferred. Interest
will be chargeable on any unpaid amountcalled at a rate determined by the
Board (of not more than 20% per annum).
If a member fails to pay any call in full (following noticefrom the Board that
such failure will result in forfeiture of the relevant shares), such shares
(including any dividends declared but not paid) may be forfeited by a
resolution of the Board, and will become the property of Barclays PLC.
Forfeitureshall not absolve a previous member for amounts payable by him/her
(which may continue to accrue interest).
Barclays PLC also has a lienover all of our partly paid shares for all monies
payable or called on that share and over the debts and liabilities of a member
to Barclays PLC. If any monies which are the subject of the lien remain unpaid
after a notice from the Board demandingpayment, we may sell such shares.
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Variation of Rights
Subject to the Companies Act, the rights attached to any class of shares may
be varied either with the consent in writing of the holders of atleast 75% in
nominal value of the issued shares of that class (excluding any share of that
class held as treasury shares) or with the sanction of a special resolution
passed at a separate meeting of the holders of the shares of that class.
The rights of shares shall not (unless expressly provided by the rights
attached to such shares) be deemed varied by the creation of furthershares
ranking equally with them.
Winding-up
In the
winding-up
of Barclays PLC (whether the liquidation is voluntary or by the court) the
liquidatormay, on obtaining any sanction required by law, divide among the
members in kind the whole or any part of the assets of Barclays PLC, whether
or not the assets consist of property of one kind or of different kinds, and
vest the whole or any part ofthe assets in trustees upon such trusts for the
benefit of the members as he/she, with the like sanction, shall determine. For
this purpose the liquidator may set the value he/she deems fair on a class or
classes of property, and may determine onthe basis of that valuation and in
accordance with the then-existing rights of members how the division is to be
carried out between members or classes of members. The liquidator may not,
however, distribute to a member without his/her consent anasset to which there
is attached a liability or potential liability for the owner.
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DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIESAND CONTINGENT
CAPITAL SECURITIES
In this section of the prospectus, the term "securities" refers to Senior
DebtSecurities, Dated Subordinated Debt Securities and contingent capital
securities.
Legal Ownership; Form of Securities
Street Name and Other Indirect Holders.
Investors who hold securities in accounts at banks or brokers will generally
not be recognizedby us as legal holders of securities. This is called holding
in "street name."
Instead, we would recognize only the bank orbroker, or the financial
institution the bank or broker uses to hold its securities. These intermediary
banks, brokers and other financial institutions pass along principal, interest
and other payments on the securities, either because they agree todo so in
their customer agreements or because they are legally required to do so. An
investor who holds securities in street name should check with the investor's
own intermediary institution to find out:
. how it handles securities payments and notices;
. whether it imposes fees or charges;
. how it would handle voting if it were ever required;
. whether and how the investor can instruct it to send the investor's securities registered in
theinvestor's own name so the investor can be a registered holder as described below; and
. how it would pursue rights under the securities if there were a default or
other event triggering the need forholders to act to protect their interests.
Registered Holders.
Our obligations, as well as the obligations ofthe trustee and those of any
third parties employed by us or the trustee, run only to persons who are
registered as holders of securities. As noted above, we do not have
obligations to an investor who holds in street name or other indirect
means,either because the investor chooses to hold securities in that manner or
because the securities are issued in the form of global securities as
described below. For example, once we make payment to the registered holder,
we have no furtherresponsibility for the payment even if that holder is
legally required to pass the payment along to the investor as a street name
customer but does not do so.
Global Securities.
A global security is a special type of indirectly held security, as described
above under "--LegalOwnership; Form of Securities--Street Name and Other
Indirect Holders." If we issue securities in the form of global securities,
the ultimate beneficial owners can only be indirect holders.
We require that the global security be registered in the name of a financial
institution we select or in the name of a nominee for suchfinancial
institution. In addition, we require that the securities included in the
global security not be transferred to the name of any other registered holder
unless the special circumstances described in the section "--Special
SituationsWhen a Global Security Will Be Terminated" occur. The financial
institution that acts (either directly or through its nominee) as the sole
registered holder of the global security is called the depositary. Any person
wishing to own a securitymust do so indirectly by virtue of an account with a
broker, bank or other financial institution that in turn has an account with
the depositary. Unless the applicable prospectus supplement indicates
otherwise, each series of securities will beissued only in the form of global
securities.
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In the remainder of this section, "holders" means registered holders and not
street name orother indirect holders of securities. Indirect holders should
read the subsection entitled "--Legal Ownership; Form of Securities--Street
Name and Other Indirect Holders."
Payment and Paying Agents.
We will pay interest (if any) to registered holders listed in the trustee's
records at the close ofbusiness on a particular day in advance of each due
date for interest, even if the registered holder no longer owns the security
on the interest due date. That particular day, usually about one business day
in advance of the interest due date, iscalled the regular record date and is
stated in the applicable prospectus supplement.
Unless the relevant prospectus supplement providesotherwise, we will pay
interest (if any), principal and any other money due on the securities at the
corporate trust office of the trustee in New York City. Holders of securities
must make arrangements to have their payments picked up at or wiredfrom that
office. We may also choose to pay interest by mailing checks.
Street name and other indirect holders should consult their banks or
brokersfor information on how they will receive payments.
We may also arrange for additional payment offices, and may cancel or
changethese offices, including our use of the trustee's corporate trust
office. These offices are called paying agents. We may also choose to act as
our own paying agent. We must notify the trustee of changes in the paying
agents for any particularseries of securities.
Special Investor Considerations for Global Securities
As an indirect holder, an investor's rights relating to a global security will
be governed by the account rules of the investor'sfinancial institution and of
the depositary, as well as general laws relating to securities transfers. We
do not recognize this type of investor as a holder of securities and instead
deal only with the depositary that holds the global security.
Investors in securities that are issued only in the form of global securities
should be aware that:
. they cannot get securities registered in their own name;
. they cannot receive physical certificates for their interests in securities;
. they will be a street name holder and must look to their own bank or
broker for payments on the securities andprotection of their legal rights
relating to the securities, as explained earlier under "--Legal
Ownership; Form of Securities--Street Name and Other Indirect Holders";
. they may not be able to sell interests in the securities to some insurance companies and other
institutions thatare required by law to own their securities in the form of physical certificates;
. the depositary's policies will govern payments, transfers, exchange and other matters
relating to theirinterest in the global security. We and the trustee have no responsibility
for any aspect of the depositary's actions or for its records of ownership interests in the
global security. We and the trustee also do not supervise the depositary inany way; and
. the depositary will require that interests in a global security be purchased or sold within its system using
same-day
funds.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the global security will
terminate and interests in it will be exchanged for physical certificatesreprese
nting securities. After that exchange, the choice of whether to hold the
securities directly or in street name will be up to the investor. Investors
must consult their own bank or brokers to find out how to have their interests
in a globalsecurity transferred to their own name so that they will be
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registered holders. The rights of street name investors and registered holders
in the securities have been described above in the sections entitled "--Legal
Ownership; Form ofSecurities--Street Name and Other Indirect Holders;
Registered Holders."
The special situations for termination of a globalsecurity are:
. when (x) the depositary has notified us that it is unwilling or unable to continue as
depositary or(y) has ceased to be a clearing agency registered under the Exchange Act;
. when a Senior
Winding-up
Event, a Dated Subordinated
Winding-up
Event or a Contingent Capital
Winding-up
Event, as applicable, with respect to relevant global security, has occurred and is continuing; or
. when we at our option and in our sole discretion determine that the global securities
of a particular series ofdebt securities and/or contingent capital securities should be
exchanged for definitive Senior Debt Securities, definitive Dated Subordinated Debt
Securities and/or definitive contingent capital securities of that series in registered form.
The prospectus supplement may also list additional situations for terminating
a global security that would apply onlyto the particular series of securities
covered by the prospectus supplement. When a global security terminates, the
depositary (and not us or the trustee) is responsible for deciding the names
of the institutions that will be the initial registeredholders.
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CLEARANCE AND SETTLEMENT
The securities we issue may be held through one or more international and
domestic clearing systems. The principal clearing systems we willuse are the
book-entry systems operated by DTC, in the United States, Clearstream Banking,
S.A. ("Clearstream, Luxembourg"), in Luxembourg and Euroclear Bank SA/NV
("Euroclear"), in Brussels, Belgium. These systems haveestablished electronic
securities and payment transfer, processing, depositary and custodial links
among themselves and others, either directly or through custodians and
depositaries. These links allow securities to be issued, held and
transferredamong the clearing systems without the physical transfer of
certificates.
Special procedures to facilitate clearance and settlement havebeen established
among these clearing systems to trade securities across borders in the
secondary market. Where payments for securities we issue in global form will
be made in U.S. dollars, these procedures can be used for cross-market
transfers andthe securities will be cleared and settled on a delivery against
payment basis.
Global securities will be registered in the name of anominee for, and accepted
for settlement and clearance by, one or more of Euroclear, Clearstream,
Luxembourg, DTC and any other clearing system identified in the applicable
prospectus supplement.
Cross-market transfers of securities that are not in global form may be
cleared and settled in accordance with other procedures that may beestablished
among the clearing systems for these securities.
Euroclear and Clearstream, Luxembourg hold interests on behalf of
theirparticipants through customers' securities accounts in the names of
Euroclear and Clearstream, Luxembourg on the books of their respective
depositories, which, in the case of securities for which a global security in
registered form isdeposited with the DTC, in turn hold such interests in
customers' securities accounts in the depositories' names on the books of the
DTC.
The policies of DTC, Clearstream, Luxembourg and Euroclear will govern
payments, transfers, exchange and other matters relating to theinvestor's
interest in securities held by them. This is also true for any other clearance
system that may be named in a prospectus supplement.
Neither we nor the trustee nor any of our or its agents has any responsibility
for any aspect of the actions of DTC, Clearstream, Luxembourgor Euroclear or
any of their direct or indirect participants. Neither we nor the trustee nor
any of our or its agents has any responsibility for any aspect of the records
kept by DTC, Clearstream, Luxembourg or Euroclear or any of their direct
orindirect participants. Neither we nor the trustee nor any of our or its
agents supervise these systems in any way. This is also true for any other
clearing system indicated in a prospectus supplement.
DTC, Clearstream, Luxembourg, Euroclear and their participants perform these
clearance and settlement functions under agreements they havemade with one
another or with their customers. Investors should be aware that DTC,
Clearstream, Luxembourg, Euroclear and their participants are not obligated to
perform these procedures and may modify them or discontinue them at any time.
The description of the clearing systems in this section reflects our
understanding of the rules and procedures of DTC, Clearstream, Luxembourgand
Euroclear as they are currently in effect. Those systems could change their
rules and procedures at any time.
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The Clearing Systems
DTC
DTC has advised us as follows:
. DTC is:
(1) a limited purpose trust company organized under the laws of the State of New York;
(2) a "banking organization" within the meaning of New York Banking Law;
(3) a member of the Federal Reserve System;
(4) a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and
(5) a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
. DTC was created to hold securities for its participants and to facilitate
the clearance and settlement ofsecurities transactions between
participants through electronic book-entry changes to accounts of its
participants. This eliminates the need for physical movement of securities.
. Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations andmay
include certain other organizations. DTC is partially owned by some of these participants or their representatives.
. Indirect access to the DTC system is also available to banks, brokers and
dealers and trust companies that havecustodial relationships with participants.
. The rules applicable to DTC and DTC participants are on file with the SEC.
Clearstream, Luxembourg
Clearstream,Luxembourg has advised us as follows:
. Clearstream, Luxembourg is a duly licensed bank organized as a societe anonyme incorporated underthe laws of
Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (
Commission de Surveillance
du Secteur Financier
).
. Clearstream, Luxembourg holds securities for its customers and facilitates
the clearance and settlement ofsecurities transactions among them. It
does so through electronic book-entry transfers between the accounts of its
customers. This eliminates the need for physical movement of securities.
. Clearstream, Luxembourg provides other services to its customers, including safekeeping,
administration,clearance and settlement of internationally traded securities
and lending and borrowing of securities. It interfaces with the domestic markets
in over 30 countries through established depositary and custodial relationships.
. Clearstream, Luxembourg's customers include worldwide securities
brokers and dealers, banks, trust companiesand clearing corporations
and may include professional financial intermediaries. Its U.S.
customers are limited to securities brokers and dealers and banks.
. Indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream,Luxembourg
customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies.
Euroclear
Euroclear has advised us asfollows:
. Euroclear is incorporated under the laws of Belgium as a bank and is subject
to regulation by the BelgianFinancial Services and Markets Authority (
L'Autorite des Services
et Marches Financiers
) and the National
Bank of Belgium (
Banque Nationale de Belgique
).
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. Euroclear holds securities and book-entry interests in securities for participating organizations and
facilitatesthe clearance and settlement of securities transactions between Euroclear participants and
between Euroclear participants and participants of certain other securities settlement systems through
electronic book-entry changes in accounts of suchparticipants or through other securities intermediaries.
. Euroclear provides Euroclear participants, among other things, with
safekeeping, administration, clearance andsettlement, securities
lending and borrowing, and related services. Euroclear participants
are investment banks, securities brokers and dealers, banks, central
banks, supranationals, custodians, investment managers, corporations,
trust companies andcertain other organizations. Certain of the managers
or underwriters for an offering of securities, or other financial
entities involved in such offering, may be Euroclear participants.
. Non-participants
in the Euroclear system may hold and transfer book-entryinterests in the securities
through accounts with a participant in the Euroclear system or any other securities
intermediary that holds a book-entry interest in the securities through one or more
securities intermediaries standing between such othersecurities intermediary and Euroclear.
. Although Euroclear has agreed to the procedures provided below in order to facilitate transfers
of securitiesamong participants in the Euroclear system, and between Euroclear participants and
participants of other securities settlement systems, it is under no obligation to perform or
continue to perform such procedures and such procedures may be modifiedor discontinued at any time.
. Investors electing to acquire any securities through an account with Euroclear or
some other securitiesintermediary must follow the settlement procedures of such
an intermediary with respect to the settlement of new issues of securities.
Securities to be acquired against payment through an account with Euroclear will
be credited to the securitiesclearance accounts of the respective Euroclear
participants in the securities processing cycle for the business day following the
settlement date for value as of the settlement date, if against payment. For
more information, reference should be madeto the New Issues Distribution Guide.
. Investors electing to acquire, hold or transfer securities through an account with Euroclear or
some othersecurities intermediary must follow the settlement procedures of such an intermediary
with respect to the settlement of secondary market transactions in securities. Euroclear
will not monitor or enforce any transfer restrictions with respect to thesecurities offered.
. Investors who are participants in the Euroclear system may acquire, hold or transfer interests in the
securitiesby book-entry to accounts with Euroclear. Investors who are not participants in the Euroclear
system may acquire, hold or transfer interests in the securities by book-entry to accounts with a
securities intermediary who holds a book-entry interestin the securities through accounts with Euroclear.
. Investors that acquire, hold and transfer interests in the securities by book-entry through accounts withEuroclear
or any other securities intermediary are subject to the laws and contractual provisions governing their relationship
with their intermediary, as well as the laws and contractual provisions governing the relationship between such
anintermediary and each other intermediary, if any, standing between themselves and the individual securities.
. Under Belgian law, investors
that are credited
with securities on the
records of Euroclear have a
co-property
right in the fungible pool of interests in securities on deposit with Euroclear in an amount
equal to the amount of interests in securities credited to their accounts. In the event
of the insolvency ofEuroclear, Euroclear participants would have a right under Belgian law
to the return of the amount and type of interests in securities credited to their accounts
with Euroclear. If Euroclear did not have a sufficient amount of interests insecurities on
deposit of a particular type to cover the claims of all participants credited with such
interests in securities on Euroclear's records, all participants having an amount of
interests in securities of such type credited to theiraccounts with Euroclear would have the
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right under Belgian law to the return of their
pro-rata
share of the amount of interests in securities actually on deposit.
. Under Belgian law, Euroclear is required to pass on the benefits
of ownership in any interests in securities ondeposit with it
(such as dividends, voting rights and other entitlements) to any
person credited with such interests in securities on its records.
Other Clearing Systems
We may choose anyother clearing system for a particular series of securities.
The clearance and settlement procedures for the clearing system we choose will
be described in the applicable prospectus supplement.
Primary Distribution
Unless theapplicable prospectus supplement states otherwise, we will issue the
securities in global form and the distribution of the securities will be
cleared through one or more of the clearing systems that we have described
above or any other clearingsystem that is specified in the applicable
prospectus supplement. Payment for securities will be made on a delivery
versus payment or free delivery basis. These payment procedures will be more
fully described in the applicable prospectus supplement.
Clearance and settlement procedures may vary from one series of securities to
another according to the currency that is chosen for thespecific series of
securities. Customary clearance and settlement procedures are described below.
We will submit applications to therelevant system or systems for the
securities to be accepted for clearance. The clearance numbers that are
applicable to each clearance system will be specified in the prospectus
supplement.
Clearance and Settlement Procedures--DTC
DTC participants that hold securities through DTC on behalf of investors will
follow the settlement practices applicable to United Statescorporate debt
obligations in DTC's
Same-Day
Funds Settlement System.
Securities will becredited to the securities custody accounts of these DTC
participants against payment in
same-day
funds, for payments in U.S. dollars, on the settlement date. For payments in a
currency other than U.S.dollars, securities will be credited free of payment
on the settlement date.
Clearance and Settlement Procedures--Euroclear and Clearstream,Luxembourg
We understand that investors that hold their securities through Euroclear or
Clearstream, Luxembourg accounts will followthe settlement procedures that are
applicable to conventional Eurobonds in registered form for securities.
Securities will be credited tothe securities custody accounts of Euroclear and
Clearstream, Luxembourg participants on the business day following the
settlement date, for value on the settlement date. They will be credited
either free of payment or against payment for value onthe settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants will occur in the ordinary
way in accordance with DTC's rules. Secondary market tradingwill be settled
using procedures applicable to United States corporate debt obligations in
DTC's
Same-Day
Funds Settlement System for securities.
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If payment is made in U.S. dollars, settlement will be in
same-day
funds. If payment is made in a currency other than U.S. dollars, settlement
will be free of payment. If payment is made other than in U.S. dollars,
separate payment arrangements outside of the DTCsystem must be made between
the DTC participants involved.
Trading Between Euroclear and/or Clearstream, Luxembourg Participants
We understand that secondary market trading between Euroclear and/or
Clearstream, Luxembourg participants will occur in the ordinary wayfollowing
the applicable rules and operating procedures of Euroclear and Clearstream,
Luxembourg. Secondary market trading will be settled using procedures
applicable to conventional Eurobonds in registered form for securities.
Trading Between a DTC Seller and a Euroclear or Clearstream, Luxembourg
Purchaser
A purchaser of securities that are held in the account of a DTC participant
must send instructions to Euroclear or Clearstream, Luxembourg atleast one
business day prior to settlement. The instructions will provide for the
transfer of the securities from the selling DTC participant's account to the
account of the purchasing Euroclear or Clearstream, Luxembourg participant.
Euroclearor Clearstream, Luxembourg, as the case may be, will then instruct
the common depositary for Euroclear and Clearstream, Luxembourg to receive the
securities either against payment or free of payment.
The interests in the securities will be credited to the respective clearing
system. The clearing system will then credit the account of theparticipant,
following its usual procedures. Credit for the securities will appear on the
next day, European time. Cash debit will be back-valued to, and the interest
on the securities will accrue from, the value date, which would be the
precedingday, when settlement occurs in New York. If the trade fails and
settlement is not completed on the intended date, the Euroclear or
Clearstream, Luxembourg cash debit will be valued as of the actual settlement
date instead.
Euroclear participants or Clearstream, Luxembourg participants will need the
funds necessary to process
same-day
funds settlement. The most direct means of doing this is to
pre-position
funds for settlement, either from cash or from existing lines of credit, as
for anysettlement occurring within Euroclear or Clearstream, Luxembourg. Under
this approach, participants may take on credit exposure to Euroclear or
Clearstream, Luxembourg until the securities are credited to their accounts
one business day later.
As an alternative, if Euroclear or Clearstream, Luxembourg has extended a line
of credit to them, participants can choose not to
pre-position
funds and will instead allow that credit line to be drawn upon to finance
settlement. Under this procedure, Euroclear participants or Clearstream,
Luxembourg participants purchasing securities wouldincur overdraft charges for
one business day (assuming they cleared the overdraft as soon as the
securities were credited to their accounts). However, any interest on the
securities would accrue from the value date. Therefore, in many cases,
theinvestment income on securities that is earned during that
one-business
day period may substantially reduce or offset the amount of the overdraft
charges. This result will, however, depend on eachparticipant's particular
cost of funds.
Because the settlement will take place during New York business hours, DTC
participants willuse their usual procedures to deliver securities to the
depositary on behalf of Euroclear participants or Clearstream, Luxembourg
participants. The sale proceeds will be available to the DTC seller on the
settlement date. For the DTC participants,then, a cross-market transaction
will settle no differently than a trade between two DTC participants.
Special Timing Considerations
You should be aware that you will only be able to make and receive deliveries,
payments and other communications involving the securitiesthrough Clearstream,
Luxembourg and Euroclear on days when those systems are open for business.
Those systems may not be open for business on days when banks, brokers and
other institutions are open for business in the United States.
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In addition, because of time-zone differences, there may be problems with
completingtransactions involving Clearstream, Luxembourg and Euroclear on the
same business day as in the United States. U.S. investors who wish to transfer
their interests in the securities, or to receive or make a payment or delivery
of the securities, on aparticular day, may find that the transactions will not
be performed until the next business day in Luxembourg or Brussels, depending
on whether Clearstream, Luxembourg or Euroclear is used.
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TAX CONSIDERATIONS
U.S. Taxation of Debt Securities
Thissection describes the material U.S. federal income tax consequences of
owning debt securities. It applies to you only if you acquire your debt
securities in an offering and you hold your debt securities as capital assets
for tax purposes.
This section does not describe the material U.S. federal income tax
consequences of owning contingent capital securities and ordinary shares.The
material U.S. federal income tax consequences of owning contingent capital
securities and ordinary shares will be described in the relevant prospectus
supplement.
This section does not apply to you if you are a member of a special class of
holders subject to special rules, including:
. a dealer in securities or currencies;
. a trader in securities that elects to use a
mark-to-market
method of accounting for your securities holdings;
. a
tax-exempt
organization;
. an insurance company;
. a regulated investment company;
. a person that holds debt securities as part of a straddle or a hedging or conversion transaction
for tax purposesor as part of a "synthetic security" or other integrated financial transaction;
. a person that purchases or sells debt securities as part of a wash sale for tax purposes;
. a U.S. holder (as defined below) whose functional currency is not the U.S. dollar;
. an entity taxed as a partnership or the partners therein;
. a U.S. expatriate;
. nonresident alien individuals present in the United States for more than 182 days in a taxable year;
. a bank; or
. a person liable for alternative minimum tax.
This section is based on the Code, as amended, its legislative history,
existing and proposed regulations, under the Code, published rulingsand court
decisions, all as in effect as of the date hereof, as well as on the income
tax convention between the United States of America and the United Kingdom
(the "Treaty"). These laws are subject to change, possibly on a retroactivebasis
.
This section deals only with debt securities that are properly characterized
as indebtedness for U.S. federal income tax purposesand are due to mature 30
years or less from the date on which they are issued. The U.S. federal income
tax consequences of owning debt securities that are due to mature more than 30
years from their issue date will be discussed in an applicableprospectus
supplement. In addition, this section does not address the U.S. federal income
tax consequences of owning convertible or exchangeable debt securities; the
U.S. federal income tax consequences of owning convertible or exchangeable
debtsecurities will be addressed in the applicable prospectus supplement. This
section also does not address the U.S. federal income tax consequences of
owning bearer securities. U.S. holders of certain bearer securities may be
subject to additional,adverse U.S. federal income tax rules. Dated
Subordinated Debt Securities may be subject to additional U.S. federal income
tax rules which will be discussed in the relevant prospectus supplement. This
section does not address the U.S.
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federal income tax consequences of the exercise of any U.K.
Bail-in
Power by the Relevant U.K. Resolution Authority. Prospective U.S. holders
shouldconsult their tax advisers regarding the U.S. federal income tax
consequences to them of the exercise of any U.K.
Bail-in
Power.
This section addresses only U.S. federal income tax consequences, and does not
address consequences arising under U.S. state, local,
non-U.S.
tax laws or the Medicare tax on net investment income or under special timing
rules prescribed under section 451(b) of the U.S. Internal Revenue Code.
You should consult your own tax advisor regarding the U.S. federal, state and
local and other tax consequences of owning and disposing of debtsecurities in
your particular circumstances.
U.S. Holders
This subsection describes the U.S. federal income tax consequences to a U.S.
holder of owning debt securities. You are a U.S. holder if you area beneficial
owner of debt securities and you are for U.S. federal income tax purposes:
. a citizen or resident of the United States;
. a domestic corporation; or
. otherwise subject to U.S. federal income taxation on a net income basis in respect of the debt securities.
If you are not a U.S. holder, this subsection does not apply to you, and you
should refer to
"--Non-U.S.
Holders" below.
Payments of Interest
Except as described below in the case of interest on a discount debt security
that is not qualified stated interest, each as defined belowunder "--Original
Issue Discount--General," you will be taxed on any interest on your debt
securities, excluding any
pre-issuance
accrued interest, as ordinary income at the time you receivethe interest or
when it accrues, depending on your method of accounting for tax purposes. If
payments of this kind are made with respect to a debt security denominated in
a single currency other than the U.S. dollar (a "foreign currency
debtsecurity"), the amount of interest income realized by a U.S. holder that
uses the cash method of tax accounting will be the U.S. dollar value of such
foreign currency payment based on the exchange rate in effect on the date of
receiptregardless of whether the payment in fact is converted into U.S.
dollars. A U.S. holder that uses the accrual method of accounting for tax
purposes will accrue interest income on the debt security in the relevant
foreign currency and translate theamount accrued into U.S. dollars based on
the average exchange rate in effect during the interest accrual period (or
portion thereof within the U.S. holder's taxable year), or, at the accrual
basis U.S. holder's election, at the spot rateof exchange on the last day of
the accrual period (or the last day of the taxable year within such accrual
period if the accrual period spans more than one taxable year), or at the spot
rate of exchange on the date of receipt, if this date is withinfive business
days of the last day of the accrual period. A U.S. holder that makes this
election must apply it consistently to all debt instruments from year to year
and cannot change the election without the consent of the Internal Revenue
Service(the "IRS"). A U.S. holder that uses the accrual method of accounting
for tax purposes will recognize foreign currency gain or loss, as the case may
be, on the receipt of an interest payment made with respect to a foreign
currency debtsecurity if the exchange rate in effect on the date the payment
is received differs from the rate applicable to a previous accrual of that
interest income. Amounts attributable to
pre-issuance
accrued interestwill generally not be includable in income, except to the
extent of foreign currency gain or loss attributable to any changes in
exchange rates during the period between the date the U.S. holder acquired the
debt security and the first interestpayment date. This foreign currency gain
or loss will be treated as ordinary income or loss but generally will not be
treated as an adjustment to interest income received on the debt security.
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Interest paid by us on the debt securities and original issue discount (or
"OID"),if any, accrued with respect to the debt securities (as described below
under "Original Issue Discount") is income from sources outside the United
States subject to the rules regarding the foreign tax credit allowable to a
U.S. holder.Under the foreign tax credit rules, interest and OID will
generally be "passive" income for purposes of computing the foreign tax credit.
Original Issue Discount
General.
If you own a debt security, other than a short-term debt security with a term
of one year or less, it will be treated as a discount debt security issued at
an original issue discount if the amount by which the debt security's
statedredemption price at maturity exceeds its issue price is more than a de
minimis amount. Generally, a debt security's issue price will be the first
price at which a substantial amount of debt securities included in the issue
of which the debtsecurity is a part is sold to persons other than bond houses,
brokers, or similar persons or organizations acting in the capacity of
underwriters, placement agents, or wholesalers. A debt security's stated
redemption price at maturity is thetotal of all payments provided by the debt
security that are not payments of qualified stated interest. Generally, an
interest payment on a debt security is qualified stated interest if it is one
of a series of stated interest payments on a debtsecurity that are
unconditionally payable at least annually at a single fixed rate, with certain
exceptions for lower rates paid during some periods, applied to the
outstanding principal amount of the debt security. There are special rules
forvariable rate debt securities that are discussed under "--Variable Rate
Debt Securities."
In general, your debt security isnot a discount debt security if the amount by
which its stated redemption price at maturity exceeds its issue price is less
than 1/4 of 1% of its stated redemption price at maturity multiplied by the
number of complete years to its maturity. Yourdebt security will have de
minimis OID if the amount of the excess is less than this amount. If your debt
security has de minimis OID, you must include the de minimis amount in income
as stated principal payments are made on the debt security,unless you make the
election described below under "--Election to Treat All Interest as Original
Issue Discount." You can determine the includible amount with respect to each
such payment by multiplying the total amount of your debtsecurity's de minimis
OID by a fraction equal to:
. the amount of the principal payment made divided by:
. the stated principal amount of the debt security.
Generally, if your discount debt security matures more than one year from its
issue date, you must include OID in income before you receivecash attributable
to that income. The amount of OID that you must include in income is
calculated using a constant-yield method, and generally you will include
increasingly greater amounts of OID in income over the life of your debt
security. Morespecifically, you can calculate the amount of OID that you must
include in income by adding the daily portions of OID with respect to your
discount debt security for each day during the taxable year or portion of the
taxable year that you hold yourdiscount debt security. You can determine the
daily portion by allocating to each day in any accrual period a pro rata
portion of the OID allocable to that accrual period. You may select an accrual
period of any length with respect to your discountdebt security and you may
vary the length of each accrual period over the term of your discount debt
security. However, no accrual period may be longer than one year and each
scheduled payment of interest or principal on the discount debt securitymust
occur on either the first or final day of an accrual period.
You can determine the amount of OID allocable to an accrual period by:
. multiplying your discount debt security's adjusted issue price at the beginning
of the accrual period byyour debt security's yield to maturity; and then
. subtracting from this figure the sum of the payments of qualified
stated interest on your debt security allocableto the accrual period.
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You must determine the discount debt security's yield to maturity on the basis
ofcompounding at the close of each accrual period and adjusting for the length
of each accrual period. Further, you determine your discount debt security's
adjusted issue price at the beginning of any accrual period by:
. adding to your discount debt security's issue price any accrued OID for each prior accrual period; and then
. subtracting any payments previously made on your discount debt security that were not qualified stated interestpayments.
If an interval between payments of qualified stated interest on your discount
debt security contains morethan one accrual period, then, when you determine
the amount of OID allocable to an accrual period, you must allocate the amount
of qualified stated interest payable at the end of the interval, including any
qualified stated interest that is payableon the first day of the accrual
period immediately following the interval, pro rata to each accrual period in
the interval based on their relative lengths. In addition, you must increase
the adjusted issue price at the beginning of each accrualperiod in the
interval by the amount of any qualified stated interest that has accrued prior
to the first day of the accrual period but that is not payable until the end
of the interval. You may compute the amount of OID allocable to an
initialshort accrual period by using any reasonable method if all other
accrual periods, other than a final short accrual period, are of equal length.
The amount of OID allocable to the final accrual period is equal to the
difference between:
. the amount payable at the maturity of your debt security, other than any payment of qualified stated interest;and
. your debt security's adjusted issue price as of the beginning of the final accrual period.
In the case of a discount debt security that is also a foreign currency debt
security, a U.S. holder should determinethe U.S. dollar amount includible in
income as OID for each accrual period by (a) calculating the amount of OID
allocable to each accrual period in such foreign currency using the
constant-yield method described above, and (b) translatingthe amount of the
foreign currency so derived at the average exchange rate in effect during that
accrual period (or portion thereof within a U.S. holder's taxable year) or, at
the U.S. holder's election (as described above under"--Payments of Interest"),
at the spot rate of exchange on the last day of the accrual period (or the
last day of the taxable year within such accrual period if the accrual period
spans more than one taxable year), or at the spot rateof exchange on the date
of receipt, if that date is within five business days of the last day of the
accrual period. Because exchange rates may fluctuate, a U.S. holder of a
discount debt security that is also a foreign currency debt security
mayrecognize a different amount of OID income in each accrual period than
would the holder of an otherwise similar discount debt security denominated in
U.S. dollars. All payments on a discount debt security, other than payments of
qualified statedinterest, will generally be viewed first as payments of
previously accrued OID to the extent thereof, with payments attributed first
to the earliest-accrued OID, and then as payments of principal. Upon the
receipt of an amount attributable to OID(whether in connection with a payment
of an amount that is not qualified stated interest or the sale or retirement
of the discount debt security), a U.S. holder will recognize ordinary income
or loss measured by the difference between the amountreceived (translated into
U.S. dollars at the exchange rate in effect on the date of receipt or on the
date of disposition of the discount debt security, as the case may be) and the
amount accrued (using the exchange rate applicable to such previousaccrual).
Acquisition Premium.
If you purchase your debt security for an amount that is less than or equal to
the sum of allamounts, other than qualified stated interest, payable on your
debt security after the purchase date but is greater than the amount of your
debt security's adjusted issue price, as determined above under "--General,"
the excessover the adjusted issue price is acquisition premium. If you do not
make the election described below under "--Election to Treat All Interest as
Original Issue Discount," then you must reduce the daily portions of OID by a
fractionequal to:
. the excess of your adjusted basis in the debt security immediately
after purchase over the adjusted issue priceof the debt security;
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divided by:
. the excess of the sum of all amounts payable, other than qualified stated interest, on
the debt security afterthe purchase date over the debt security's adjusted issue price.
Variable Rate Debt Securities
. A floatingrate debt security generally will be treated as a "variable rate
debt instrument" under applicable Treasury regulations. Accordingly, the
stated interest on a floating rate debt security generally will be treated as
"qualified statedinterest" and such debt security will not have OID solely as
a result of the fact that it provides for interest at a variable rate. If a
floating rate debt security qualifying as a "variable rate debt instrument" is
a discount debtsecurity, for purposes of determining the amount of OID
allocable to each accrual period under the rules above, the debt security's
"yield to maturity" and "qualified stated interest" will generally be
determined as thoughthe debt security bore interest in all periods at a fixed
rate determined at the time of issuance of the debt security. Additional rules
may apply if interest on a floating rate debt security is based on more than
one interest index. If a floatingrate debt security does not qualify as a
"variable rate debt instrument," the debt security will be subject to special
rules that govern the tax treatment of contingent payment obligations.
Debt Securities Subject to Contingencies, Including Optional Redemption.
Your debt security is subject to a contingency if it providesfor an
alternative payment schedule or schedules applicable upon the occurrence of a
contingency or contingencies, other than a remote or incidental contingency,
whether such contingency relates to payments of interest or of principal. In
such acase, you must determine the yield and maturity of your debt security by
assuming that the payments will be made according to the payment schedule most
likely to occur if:
. the timing and amounts of the payments that comprise each payment schedule are known as of the issue date; and
. one of such schedules is significantly more likely than not to occur.
If there is no single payment schedule that is significantly more likely than
not to occur, other than because of a mandatory sinking fund,and the debt
security is not subject to other rules for debt securities with contingent
payments, you must include income on your debt security in accordance with the
general rules that govern contingent payment obligations. If applicable,
theserules will be discussed in the relevant prospectus supplement.
Notwithstanding the general rules for determining yield and maturity, ifyour
debt security is subject to contingencies, and either you or we have an
unconditional option or options that, if exercised, would require payments to
be made on the debt security under an alternative payment schedule or
schedules, then:
. in the case of an option or options that we may exercise, we will be deemed to exercise or not exercise
an optionor a combination of options in the manner that minimizes the yield on your debt security; and,
. in the case of an option or options that you may exercise, you will be deemed to exercise or not exercise
anoption or a combination of options in the manner that maximizes the yield on your debt security.
If both you and wehold options described in the preceding sentence, those
rules will apply to each option in the order in which they may be exercised.
You may determine the yield on your debt security for the purposes of those
calculations by using any date on whichyour debt security may be redeemed or
repurchased as the maturity date and the amount payable on the date that you
chose in accordance with the terms of your debt security as the principal
amount payable at maturity.
If a contingency, including the exercise of an option, actually occurs or does
not occur contrary to an assumption made according to the aboverules then,
except to the extent that a portion of your debt security is
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repaid as a result of this change in circumstances and solely to determine the
amount and accrual of OID, you must redetermine the yield and maturity of your
debt security by treating your debtsecurity as having been retired and
reissued on the date of the change in circumstances for an amount equal to
your debt security's adjusted issue price on that date.
Election to Treat All Interest as Original Issue Discount.
You may elect to include in gross income all interest that accrues on yourdebt
security using the constant-yield method described above under "--General,"
with the modifications described below. For purposes of this election,
interest will include stated interest, OID, de minimis OID, market discount,
deminimis market discount and unstated interest, as adjusted by any
amortizable bond premium, described below under "--Debt Securities Purchased
at a Premium," or acquisition premium.
If you make this election for your debt security, then, when you apply the
constant-yield method:
. the issue price of your debt security will equal your cost;
. the issue date of your debt security will be the date you acquired it; and
. no payments on your debt security will be treated as payments of qualified stated interest.
Generally, this election will apply only to the debt security for which you
make it; however, if the debt security hasamortizable bond premium, you will
be deemed to have made an election to apply amortizable bond premium against
interest for all debt instruments with amortizable bond premium, other than
debt instruments the interest on which is excludible fromgross income, that
you hold as of the beginning of the taxable year to which the election applies
or thereafter. Additionally, if you make this election for a market discount
debt security, you will be treated as having made the election discussedbelow
under "--Market Discount" to include market discount in income currently over
the life of all debt instruments having market discount that you acquire on or
after the first day of the first taxable year to which the electionapplies.
You may not revoke any election to apply the constant-yield method to all
interest on a debt security or the deemed elections with respect to
amortizable bond premium or market discount debt securities without the
consent of the IRS.
Short-Term Debt Securities.
In general, if you are an individual or other cash basis U.S. holder of a
short-term debt security, you arenot required to accrue OID, as specially
defined below for the purposes of this paragraph, for U.S. federal income tax
purposes unless you elect to do so (generally you will be required to include
any stated interest in income as you receive it). Ifyou are an accrual basis
taxpayer, a taxpayer in a special class, including, but not limited to, a
regulated investment company, common trust fund, or a certain type of
pass-through entity, or a cash basis taxpayer who so elects, you will
berequired to accrue OID on short-term debt securities on either a
straight-line basis or under the constant-yield method, based on daily
compounding. If you are not required and do not elect to include OID in income
currently, any gain you realize onthe sale or retirement of your short-term
debt security will be ordinary income to the extent of the accrued OID, which
will be determined on a straight-line basis unless you make an election to
accrue the OID under the constant-yield method,through the date of sale or
retirement. However, if you are not required and do not elect to accrue OID on
your short-term debt securities, you will be required to defer deductions for
interest on borrowings allocable to your short-term debtsecurities in an
amount not exceeding the deferred income until the deferred income is realized.
When you determine the amount of OIDsubject to these rules, you must include
all interest payments on your short-term debt security, including stated
interest, in your short-term debt security's stated redemption price at
maturity.
Alternatively, a U.S. holder of a short-term debt security can elect to accrue
the "acquisition discount," if any, with respect tothe short-term debt
security on a current basis. If such an election is made, the OID rules will
not apply to the short-term debt security. Acquisition discount is the excess
of the short-term debt security's
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stated redemption price at maturity over the purchase price. Acquisition
discount will be treated as accruing ratably or, at the election of the U.S.
holder, under a constant-yield method basedon daily compounding.
Market Discount
You would be treated as if you purchased your debt security, other than a
short-term debt security, at a market discount and your debtsecurity will be a
market discount debt security if:
. you purchase your debt security for less than its issue price as determined above under "--OriginalIssue Discount--General"; and
. the difference between the debt security's stated redemption price at maturity
or, in the case of a discountdebt security, the debt security's revised
issue price, and the price you paid for your debt security is equal to or
greater than 1/4 of 1% of your debt security's stated redemption price
at maturity or revised issue price, respectively,multiplied by the number
of complete years to the debt security's maturity. To determine the
revised issue price of your debt security for these purposes, you generally
add any OID that has accrued on your debt security to its issue price.
If your debt security's stated redemption price at maturity or, in the case of
a discount debt security, itsrevised issue price, exceeds the price you paid
for the debt security by less than 1/4 of 1% multiplied by the number of
complete years to the debt security's maturity, the excess constitutes de
minimis market discount, and the rules discussedbelow are not applicable to
you.
You must treat any gain you recognize on the maturity or disposition of your
market discount debtsecurity as ordinary income to the extent of the accrued
market discount on your debt security. Alternatively, you may elect to include
market discount in income currently over the life of your debt security. Any
accrued market discount on a foreigncurrency debt security that is currently
includible in income will be translated into U.S. dollars at the average
exchange rate for the accrual period (or portion thereof within the U.S.
holder's taxable year). If you make this election, itwill apply to all debt
instruments with market discount that you acquire on or after the first day of
the first taxable year to which the election applies. You may not revoke this
election without the consent of the IRS. If you own a market discountdebt
security and do not make this election, you would generally be required to
defer deductions for interest on borrowings allocable to your debt security in
an amount not exceeding the accrued market discount on your debt security
until thematurity or disposition of your debt security.
If you own a market discount debt security, the market discount debt security
would accrueon a straight-line basis unless you elect to accrue market
discount using a constant-yield method. Market discount on a foreign currency
debt security will be accrued by a U.S. holder in the such foreign currency.
The amount includible in income bya U.S. holder in respect of such accrued
market discount will be the U.S. dollar value of the amount accrued, generally
calculated at the exchange rate in effect on the date that the debt security
is disposed of by the U.S. holder. If you make thiselection, it would apply
only to the debt security with respect to which it is made and you may not
revoke it. You would, however, not include accrued market discount in income
unless you elect to do so as described above.
Debt Securities Purchased at a Premium
If you purchase your debt security for an amount in excess of its principal
amount (or, in the case of a discount debt security, in excess ofthe sum of
all amounts payable on the debt security after the acquisition date (other
than payments of qualified stated interest)), you may elect to treat the
excess as amortizable bond premium. If you make this election, you will reduce
the amountrequired to be included in your income each accrual period with
respect to interest on your debt security by the amount of amortizable bond
premium allocable to that accrual period, based on your debt security's yield
to maturity. If you electto amortize the premium, you must reduce your tax
basis in your debt security by the amount of the premium amortized during your
holding period.
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If the amortizable bond premium allocable to an accrual period exceeds your
interest incomefrom your debt security for such accrual period, such excess is
first allowed as a deduction to the extent of interest included in your income
in respect of the debt security in previous accrual periods and is then
carried forward to your nextaccrual period. If the amortizable bond premium
allocable and carried forward to the accrual period in which your debt
security is sold, retired or otherwise disposed of exceeds your interest
income for such accrual period, you would be allowed anordinary deduction
equal to such excess.
If you make an election to amortize bond premium, it will apply to all debt
instruments, otherthan debt instruments the interest on which is excludible
from gross income, that you hold at the beginning of the first taxable year to
which the election applies or that you thereafter acquire, and you may not
revoke it without the consent of theIRS. See also "--Original Issue
Discount--Election to Treat All Interest as Original Issue Discount."
In the case ofpremium in respect of a foreign currency debt security, a U.S.
holder should calculate the amortization of the premium in such foreign
currency. Amortization deductions attributable to a period reduce interest
payments in respect of that period andtherefore are translated into U.S.
dollars at the exchange rate used by the U.S. holder for such interest
payments. Exchange gain or loss will be realized with respect to amortized
bond premium on such a debt security based on the difference betweenthe
exchange rate on the date or dates the premium is recovered through interest
payments on the Note and the exchange rate on the date on which the U.S.
holder acquired the debt security.
With respect to a U.S. holder that does not elect to amortize bond premium,
the amount of bond premium will be included in the U.S.holder's tax basis when
the debt security matures or is disposed of by the U.S. holder. Therefore, a
U.S. holder that does not elect to amortize such premium and holds the debt
security to maturity will generally be required to treat thepremium as a
capital loss at maturity.
Purchase, Sale and Retirement of the Debt Securities
Your tax basis in your debt security will generally be your cost of your debt
security adjusted by:
. adding any OID or market discount previously included in income with respect to your debt security; and then
. subtracting any payments on your debt security that are not qualified
stated interest payments and anyamortizable bond premium to the
extent that such premium either reduced interest income on your
debt security or gave rise to a deduction on your debt security.
In the case of a foreign currency debt security, the cost of such debt
security to a U.S. holder will be the U.S. dollar value of the foreigncurrency
purchase price on the date of purchase. In the case of a foreign currency debt
security that is traded on an established securities market, a cash basis U.S.
holder (and, if it so elects, an accrual basis U.S. holder) will determine
theU.S. dollar value of the cost of such debt security by translating the
amount paid at the spot rate of exchange on the settlement date of the
purchase. The amount of any subsequent adjustments to a U.S. holder's tax
basis in a debt security inrespect of original issue discount, market discount
and premium denominated in such foreign currency will be determined in the
manner described under "
--
Original Issue Discount", "
--
Market Discount" and"
--
Debt Securities Purchased at a Premium" above. The conversion of U.S. dollars
to a foreign currency and the immediate use of the foreign currency to
purchase a foreign currency debt security generally will not result intaxable
gain or loss for a U.S. holder.
You will generally recognize gain or loss on the sale or retirement of your
debt security equalto the difference between the amount you realize on the
sale or retirement, excluding any amounts attributable to accrued but unpaid
interest (which will be treated as interest payments), and your tax basis in
your debt security. If a U.S. holderreceives a currency other than the U.S.
dollar in respect of the sale, exchange or retirement of a debt security, the
amount realized generally will be the U.S. dollar value of such foreign
currency received
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calculated at the exchange rate in effect on the date the instrument is
disposed of or retired for U.S. federal income tax purposes. In the case of a
foreign currency debt security that is tradedon an established securities
market, a cash basis U.S. holder, and if it so elects, an accrual basis U.S.
holder will determine the U.S. dollar value of the amount realized by
translating such amount at the spot rate on the settlement date of thesale. An
accrual method taxpayer that does not elect to determine the amount realized
using the spot rate on the settlement date will recognize foreign currency
gain or loss equal to the difference between the U.S. dollar value of the
amountreceived based on the spot exchange rates in effect on the date of the
sale, exchange or retirement and the settlement date. The election available
to accrual basis U.S. holders in respect of the purchase and sale of foreign
currency debt securitiestraded on an established securities market, discussed
above, must be applied consistently to all debt instruments from year to year
and cannot be changed without the consent of the IRS.
You will recognize capital gain or loss when you sell or retire your debt
security, except to the extent described above under"--Original Issue
Discount--Short-Term Debt Securities," "--Market Discount" or foreign currency
gain or loss.
Capital gain of a
non-corporate
U.S. holder is generally taxed at preferential rates where the holderhas a
holding period of greater than one year. The deductibility of capital losses
is subject to limitations. Such gain or loss will generally be income or loss
from sources within the United States for foreign tax credit limitation
purposes.
Gain or loss recognized by a U.S. holder on the sale, exchange or retirement
of a foreign currency debt security generally will be treated asordinary
income or loss to the extent that the gain or loss is attributable to changes
in exchange rates during the period in which the holder held such debt
security. This foreign currency gain or loss will not be treated as an
adjustment tointerest income received on the debt securities. Such foreign
currency gain or loss will generally be income or loss from sources within the
United States for foreign tax credit limitation purposes.
Foreign Currency Notes and Reportable Transactions
A U.S. holder that participates in a "reportable transaction" will be required
to disclose its participation to the IRS. The scopeand application of these
rules is not entirely clear. A U.S. holder may be required to treat a foreign
currency exchange loss relating to a foreign currency debt security as a
reportable transaction if the loss exceeds $50,000 in a single taxableyear if
the U.S. holder is an individual or trust, or higher amounts for other U.S.
holders. In the event the acquisition, ownership or disposition of a foreign
currency debt security constitutes participation in a "reportable
transaction"for purposes of these rules, a U.S. holder will be required to
disclose its investment to the IRS, currently on Form 8886. Prospective
purchasers should consult their tax advisors regarding the application of
these rules to the acquisition,ownership or disposition of foreign currency
debt securities.
Information with Respect to Foreign Financial Assets
Individual U.S. holders of "specified foreign financial assets" with an
aggregate value in excess of $50,000 on the last day of thetaxable year or
$75,000 at any time during the taxable year are generally required to file an
information report with respect to such assets with their tax returns.
"Specified foreign financial assets" may include financial accountsmaintained
by foreign financial institutions, as well as the following, but only if they
are held for investment and not held in accounts maintained by financial
institutions: (i) stocks and securities issued by
non-U.S.
persons, (ii) financial instruments and contracts that have
non-U.S.
issuers or counterparties, and (iii) interests in foreign entities.
Higherreporting thresholds apply to certain individuals living abroad and to
certain married individuals. Regulations extend this reporting requirement to
certain entities that are treated as formed or availed of to hold direct or
indirect interests inspecified foreign financial assets based on certain
objective criteria. U.S. holders who fail to report the required information
could be subject to substantial penalties. In addition, the statute of
limitations for assessment of tax would besuspended, in whole or part. The
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debt securities may be subject to these rules. U.S. holders are urged to
consult their tax advisors regarding the application of this reporting
requirement to their ownership of the debtsecurities.
Other Debt Securities
The applicable prospectus supplement will discuss any special U.S. federal
income tax rules with respect to debt securities the payments onwhich are
determined by reference to any reference asset, debt securities that are
convertible into ordinary shares of Barclays PLC and other debt securities
that are subject to the rules governing contingent payment obligations. Any
prospectussupplement discussing the U.S. federal income tax rules with respect
to debt securities that are convertible into ordinary shares of Barclays PLC
will also discuss the U.S. federal income tax rules with respect to such
ordinary shares.
Non-U.S.
Holders
This subsection describes the tax consequences to a
non-U.S.
holder of owning and disposing of debtsecurities. You are a
non-U.S.
holder if you are a beneficial owner of a debt security, you are not a U.S.
holder, and you are not an entity or arrangement treated as a partnership for
U.S. federal income taxpurposes.
If you are a U.S. holder, this subsection does not apply to you.
Interest on Debt Securities.
If you are a
non-U.S.
holder, subject to the discussion of backupwithholding and FATCA below,
interest paid to you with respect to debt securities will not be subject to
U.S. federal income tax, including withholding tax. However, to receive this
exemption a
non-U.S.
holdermay be required to satisfy certification requirements, described below
under "--Information Reporting and Backup Withholding," to establish that it
is not a U.S. holder.
Disposition of the Debt Securities.
If you are a
non-U.S.
holder, subject to the discussionsbelow under "--Information Reporting and
Backup Withholding," you generally will not be subject to U.S. federal income
tax on gain realized on the sale, exchange or retirement of your debt security.
Foreign Account Tax Compliance Withholding
Certain
non-U.S.
financial institutions must comply with information reporting requirements
orcertification requirements in respect of their direct and indirect United
States shareholders and/or United States accountholders to avoid becoming
subject to withholding on certain payments. Barclays PLC and other
non-U.S.
financial institutions may accordingly be required to report information to
the IRS regarding the holders of the debt securities and to withhold at a 30%
rate on all or a portion of payments on thedebt securities to certain holders
that fail to comply with the relevant information reporting requirements (or
hold the debt securities directly or indirectly through certain
non-compliant
intermediaries), ifthose payments are treated as "foreign passthru payments."
Under current regulations, the term "foreign passthru payments" is not
defined, and it is not clear whether or to what extent payments on the debt
securities may besubject to this withholding tax. However, the IRS has
indicated that it will not apply withholding tax to any "foreign passthru
payments" made prior to two years after the date on which final regulations on
this issue are published in theU.S. Federal Register. Moreover, such
withholding would only apply to debt securities issued at least six months
after the date on which final regulations implementing such rule are filed
with the U.S. Federal Register.
If such withholding is required, Barclays PLC will not be required to pay any
additional amounts with respect to any such amounts withheld. Abeneficial
owner of debt securities that is not a foreign financial institution generally
will be entitled to a refund of any such amounts withheld, but this may entail
significant administrative burden. U.S. holders and
non-U.S.
holders are urged to consult their tax advisers regarding the application of
such withholding tax to their ownership of the debt securities.
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Information Reporting and Backup Withholding
In general, if you are a noncorporate U.S. holder, information reporting
requirements, on IRS Form 1099, generally would apply to payments ofprincipal
and interest, and the accrual of OID on a debt security within the United
States, and the payment of proceeds to you from the sale of a debt security
effected at a United States office of a broker.
Additionally, backup withholding may apply to such payments if you fail to
comply with applicable certification requirements or (in the caseof interest
payments) are notified by the IRS that you have failed to report all interest
and dividends required to be shown on your federal income tax returns.
If you are a
non-U.S.
holder, you are generally exempt from backup withholding and informationreportin
g requirements with respect to payments of principal and interest made to you
outside the United States by us or another
non-U.S.
payor. You are also generally exempt from backup withholding andinformation
reporting requirements in respect of payments of principal and interest made
within the United States and the payment of the proceeds from the sale of a
debt security effected at a United States office of a broker, as long as
either(i) the payor or broker does not have actual knowledge or reason to know
that you are a U.S. person and you have furnished a valid IRS Form
W-8
or other documentation upon which the payor or broker mayrely to treat the
payments as made to a
non-U.S.
person, or (ii) you otherwise establish an exemption.
Payment of the proceeds from the sale of a debt security effected at a foreign
office of a broker generally will not be subject to informationreporting or
backup withholding. However, a sale effected at a foreign office of a broker
could be subject to information reporting in the same manner as a sale within
the United States (and in certain cases may be subject to backup withholding
aswell) if (i) the broker has certain connections to the United States, (ii)
the proceeds or confirmation are sent to the United States or (iii) the sale
has certain other specified connections with the United States.
You generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by filing arefund
claim with the IRS.
United Kingdom Taxation of Senior Debt Securities
Introduction
Thefollowing is a summary of the United Kingdom withholding and other tax
considerations at the date hereof with respect to the acquisition, ownership
and disposition of the Senior Debt Securities by persons who are the absolute
beneficial owners oftheir Senior Debt Securities and who are neither (a)
resident in the United Kingdom for United Kingdom tax purposes nor (b) hold
the Securities in connection with any trade or business carried on in the
United Kingdom through any branch,agency or permanent establishment in the
United Kingdom. It is based upon the opinion of Clifford Chance LLP, our
United Kingdom solicitors. This summary relates only to the position of
persons who are absolute beneficial owners of the Senior DebtSecurities and
may not apply to certain classes of persons, such as dealers in securities.
The summary is based on current law and thepublished practice of His Majesty's
Revenue and Customs ("HMRC") which may not be binding on HMRC and may be
subject to change, sometimes with retrospective effect.
The following is a general guide for information purposes and should be
treated with appropriate caution. It is not intended as tax advice andit does
not purport to describe all of the tax considerations that may be relevant to
a prospective purchaser. If you are in any doubt as to your tax position you
should consult professional advisers. You should consult your own tax
advisorsconcerning the consequences of acquiring, owning and disposing of the
Senior Debt Securities in your particular circumstances, including the
applicability and effect of the Treaty. You should be aware that the
particular terms of any particularseries of Senior Debt Securities as
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specified in the applicable prospectus supplement may affect the tax treatment
of those Senior Debt Securities. Additionally, holders of Senior Debt
Securities should be aware that the taxlegislation of any jurisdiction where a
holder is resident or otherwise subject to taxation (as well as the
jurisdictions mentioned herein) may have an impact on the tax consequences of
an investment in the Senior Debt Securities including inrespect of any income
received from the Senior Debt Securities.
This summary assumes that the Senior Debt Securities will not be issuedor
transferred to any depositary receipt system.
Payments of Interest
Where interest on the Senior Debt Securities has a United Kingdom source for
United Kingdom tax purposes, Senior Debt Securities that carry aright to
interest will constitute "quoted Eurobonds" within the meaning of Section 987
of the Income Tax Act 2007 (the "ITA"), provided they are and continue to be
listed on a "recognised stock exchange" within themeaning of Section 1005 of
the ITA for the purposes of Section 987 of the ITA or admitted to trading on a
"multilateral trading facility" operated by a regulated recognised stock
exchange (within the meaning of Section 987of the ITA). The NYSE is a
"recognised stock exchange" for these purposes. The Senior Debt Securities
will be treated as listed on NYSE if they are and continue to be officially
listed in the United States in accordance with provisionscorresponding to
those generally applicable in European Economic Area ("EEA") states and are
admitted to trading on the main market of the NYSE. Accordingly, payments of
interest on the Senior Debt Securities made by us or any paying agent(or
received by any collecting agent) may be made (or received, as the case may
be) without withholding or deduction for or on account of United Kingdom
income tax provided the relevant Senior Debt Securities are listed on a
"recognised stockexchange" at the time the interest is paid.
In all cases falling outside the above exemption, interest on the Senior Debt
Securitiesmay fall to be paid under deduction of United Kingdom income tax at
the basic rate (currently 20%). However, such withholding or deduction will
not apply if the relevant interest is paid on Senior Debt Securities with a
maturity of less than oneyear from the date of issuance and which are not
issued under an arrangement or arrangements the effect or intention of which
is, to render such Senior Debt Securities part of a borrowing with a total
term of a year or more.
Where interest has been paid under deduction of United Kingdom income tax,
holders who are not resident in the United Kingdom may be able torecover all
or part of the tax deducted if there is an appropriate provision in any
applicable double taxation treaty.
Payments made inrespect of the Senior Debt Securities may be subject to United
Kingdom tax by direct assessment even where such payments are paid without
withholding or deduction. However, as regards a holder of Senior Debt
Securities who is not resident in theUnited Kingdom for United Kingdom tax
purposes, payments made in respect of the Senior Debt Securities without
withholding or deduction will generally not be subject to United Kingdom tax
provided that the relevant holder does not carry on a trade,profession or
vocation in the United Kingdom through a branch or agency or (in the case of a
company) carry on a trade or business in the United Kingdom through any
permanent establishment in the United Kingdom in each case in connection with
whichthe interest is received or to which the Senior Debt Securities are
attributable, in which case (subject to exemptions for interest received by
certain categories of agent) United Kingdom tax may be levied on the United
Kingdom branch or agency, orpermanent establishment.
The references to "interest" above mean "interest" as understood in United
Kingdom tax law.The statements above do not take any account of any different
definitions of "interest" or "principal" which may prevail under any other law
or which may be created by the terms and conditions of the Senior Debt
Securities or anyrelated documentation. Holders should seek their own
professional advice as regards the withholding tax treatment of any payment on
the Senior Debt Securities which does not constitute "interest" or "principal"
as
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those terms are understood in United Kingdom tax law. Where a payment on a
security does not constitute (or is not treated as) interest for United
Kingdom tax purposes, and the payment has aUnited Kingdom source, it would
potentially be subject to United Kingdom withholding tax if, for example, it
constitutes (or is treated as) an annual payment or a manufactured payment for
United Kingdom tax purposes (which will be determined by,amongst other things,
the terms and conditions specified by the particular terms of a particular
series of Senior Debt Securities). In such a case, the payment may fall to be
made under deduction of United Kingdom tax (the rate of withholdingdepending
on the nature of the payment), subject to such relief as may be available.
Where Senior Debt Securities are issued at an issueprice of less than 100 per
cent of their principal amount, any discount element on any such Senior Debt
Securities will not generally be subject to any United Kingdom withholding tax
pursuant to the provisions mentioned above.
The above description of the United Kingdom withholding tax position assumes
that there will be no substitution of an issuer and does notconsider the tax
consequences of any such substitution.
Disposal (Including Redemption)
A holder of Senior Debt Securities who is not resident in the United Kingdom
will not be liable to United Kingdom taxation in respect of adisposal
(including redemption) of the Senior Debt Securities, any gain accrued in
respect of the Senior Debt Securities or any change in the value of the Senior
Debt Securities unless the holder carries on a trade, profession or vocation
in theUnited Kingdom through a branch or agency or, in the case of a company,
through a permanent establishment and the Senior Debt Securities were used in
or for the purposes of this trade, profession or vocation or acquired for the
use by or for thepurposes of the branch or agency or permanent establishment.
Where Senior Debt Securities are to be, or may fall to be, redeemed at
apremium, as opposed to being issued at a discount, then any such element of
premium may constitute a payment of interest. Payments of interest are subject
to United Kingdom withholding tax as outlined above.
Inheritance tax
Where the Senior Debt Securities are not situate in the United Kingdom,
beneficial owners of such Senior Debt Securities who are individualsnot
domiciled in the United Kingdom may not be subject to United Kingdom
inheritance tax in respect of the Senior Debt Securities. "Domicile" usually
has an extended meaning in respect of United Kingdom inheritance tax, so that
a personwho has been resident for tax purposes in the United Kingdom for a
certain period of time may be regarded as domiciled in the United Kingdom.
Where the Senior Debt Securities are situate in the United Kingdom, beneficial
owners of such Senior Debt Securities who are individuals maybe subject to
United Kingdom inheritance tax in respect of such Senior Debt Securities
(regardless of domicile) on the death of the individual or, in some
circumstances, if the Senior Debt Securities are the subject of a gift,
including a transferat less than full market value, by that individual. United
Kingdom inheritance tax is not generally chargeable on gifts to individuals
made more than seven years before the death of the donor. Subject to limited
exclusions, gifts to settlements(which would include, very broadly, certain
trust arrangements) or to companies may give rise to an immediate United
Kingdom inheritance tax charge. Senior Debt Securities held in settlements may
also be subject to United Kingdom inheritance taxcharges periodically during
the continuance of the settlement, on transfers out of the settlement or on
certain other events. Investors should take their own professional advice as
to whether any particular arrangements constitute a settlement forUnited
Kingdom inheritance tax purposes.
Exemption from or reduction in any United Kingdom inheritance tax liability
may be available forU.S. holders under the double tax convention between the
United Kingdom and the U.S. on taxes on estates, gifts and inheritance (the
"Estate Tax Treaty").
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Generally under United Kingdom domestic law a registered security is situate
where it isregistered and a bearer security is situate where the bearer
security is located. However, this is subject to provisions of any applicable
double tax treaty. You should consult professional advisers if you are in any
doubt as to your liability toUnited Kingdom inheritance tax.
Stamp Duty
Issue of securities
NoUnited Kingdom stamp duty will generally be payable on the issue of Senior
Debt Securities.
Transfers of securities
No liability for United Kingdom stamp duty will arise on a transfer of, or an
agreement to transfer, full legal and beneficial ownership of theSenior Debt
Securities, provided that the Senior Debt Securities constitute "exempt loan
capital." Broadly, "exempt loan capital" is "loan capital" for the purposes of
section 78(7) of the Finance Act 1986 which doesnot carry or (in the case of
(ii), (iii) and (iv) below) has not at any time prior to the relevant transfer
or agreement carried any of the following rights:
(i) a right of conversion into shares or other securities, or to the
acquisition of shares or other securities, including loancapital of the same
description;
(ii) a right to interest the amount of which exceeds a reasonable commercial
return onthe nominal amount of the capital;
(iii) a right to interest the amount of which falls or has fallen to be
determined toany extent by reference to the results of, or of any part of, a
business or to the value of any property; or
(iv) a righton repayment to an amount which exceeds the nominal amount of the
capital and is not reasonably comparable with what is generally repayable (in
respect of a similar nominal amount of capital) under the terms of issue of
loan capital listed in theOfficial List of the FCA.
Even if a security does not constitute exempt loan capital (a
"Non-Exempt
Security"), no United Kingdom stamp duty will arise on transfer of the
security if the security is held within a clearing system and the transfer is
effected by electronic means, withoutexecuting any written transfer of, or
written agreement to transfer, the security.
Where a
Non-Exempt
Security is transferred by means of a written instrument, or a written
agreement is entered into to transfer an interest in the security where such
interest falls short of full legal and beneficialownership of the security,
the relevant instrument or agreement may be liable to United Kingdom stamp
duty (at the rate of 0.5% of the consideration, rounded up if necessary to the
nearest multiple of 5). If the relevant instrument oragreement is executed
and retained outside the United Kingdom at all times, no United Kingdom stamp
duty should, in practice, need to be paid on such document.
However, in the event that the relevant document is executed in or brought
into the United Kingdom for any purpose, then United Kingdom stampduty may be
payable. Interest may also be payable on the amount of such stamp duty, unless
the document is duly stamped within thirty (30) days after the day on which it
was executed. Penalties for late stamping may also be payable on thestamping
of such document (in addition to interest) unless the document is duly stamped
within thirty (30) days after the day on which it was executed or, if the
instrument was executed outside the United Kingdom, within thirty (30) daysof
it first being brought into the United Kingdom.
However, no United Kingdom stamp duty will be payable on any such written
transfer, orwritten agreement to transfer, if the amount or value of the
consideration for the transfer is 1,000 or under, and the document contains a
statement that the transfer does not form part of a larger transaction or
series of transactions inrespect of which the amount or value, or aggregate
amount or value, of the consideration exceeds 1,000.
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In addition to the above, if a
Non-Exempt
Securityis in registered form, and the security is transferred, or agreed to
be transferred, to a clearance service provider or its nominee, United Kingdom
stamp duty may be chargeable (at the rate of 1.5% of the consideration for the
transfer or, if none,of the value of the relevant security, rounded up if
necessary to the nearest multiple of 5) on any document effecting, or
containing an agreement to effect, such a transfer (although pursuant to the
Finance Act 2023-2024, stamp duty is notpayable on certain transfers of the
Non-Exempt
Securities to such a provider or nominee).
If adocument is subject to stamp duty, it may not be produced in civil
proceedings in the United Kingdom, and may not be available for any other
purpose in the United Kingdom, until the United Kingdom stamp duty (and any
interest and penalties for latestamping) have been paid.
Redemption of securities
No United Kingdom stamp duty will generally be payable on the redemption of
the Senior Debt Securities, provided no issue or transfer of sharesor other
securities is effected upon or in connection with such redemption.
Stamp Duty Reserve Tax
Issue of securities
NoUnited Kingdom stamp duty reserve tax will be payable on the issue of the
Senior Debt Securities.
Transfers of securities
No United Kingdom stamp duty reserve tax will be chargeable on the transfer
of, or on an agreement to transfer, full legal and beneficialownership of a
security which constitutes "exempt loan capital."
If a Senior Debt Security is a
"Non-Exempt
Security," United Kingdom stamp duty reserve tax (at the rate of 0.5% of the
consideration) may be chargeable on an unconditional agreement to transfer the
Senior Debt. An exemption fromthe charge is available for certain securities
in bearer form, provided certain conditions are satisfied. In addition, an
exemption from the charge will be available if the Senior Debt Securities are
held within a clearance service, provided theclearance service has not made an
election pursuant to section 97A of the Finance Act 1986 which applies to the
relevant Senior Debt Securities.
Any liability to United Kingdom stamp duty reserve tax which arises on such an
agreement may be removed if a transfer is executed pursuant tothe agreement
and either no United Kingdom stamp duty is chargeable on that transfer or the
transfer is duly stamped within the prescribed time limits. Where United
Kingdom stamp duty reserve tax arises, subject to certain exceptions, it is
normallythe liability of the purchaser or transferee of the Senior Debt
Securities. In addition to the above, stamp duty reserve tax may be chargeable
(at the rate of 1.5% of the consideration for the transfer or, if none, of the
value of the relevantsecurity) on the transfer of a
Non-Exempt
Security to the provider of a clearance service or its nominee (although
pursuant to the Finance Act 2023-2024, stamp duty reserve tax is not payable
on certaintransfers of the
Non-Exempt
Securities to such a provider or nominee). This charge will arise unless
either (a) a statutory exemption is available or (b) the clearance service has
made an electionunder section 97A of Finance Act 1986 which applies to the
relevant Senior Debt Securities. If this charge arises, the clearance service
operator or its nominee will strictly be accountable for the stamp duty
reserve tax, but in practice it willgenerally be reimbursed by participants in
the clearance service.
Redemption of securities
No United Kingdom stamp duty reserve tax will generally be payable on the
redemption of the Senior Debt Securities, provided no issuance ortransfer of
shares or other securities is effected upon or in connection with such
redemption.
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United Kingdom Taxation of Dated Subordinated Debt Securities
Introduction
Thefollowing is a summary of the United Kingdom withholding and other tax
considerations at the date hereof with respect to the acquisition, ownership
and disposition of the Dated Subordinated Debt Securities by persons who are
the absolute beneficialowners of their Dated Subordinated Debt Securities and
who are neither (a) resident in the United Kingdom for United Kingdom tax
purposes nor (b) hold the Dated Subordinated Debt Securities in connection
with any trade or business carriedon in the United Kingdom through any branch,
agency or permanent establishment in the United Kingdom. It is based upon the
opinion of Clifford Chance LLP, our United Kingdom solicitors. This summary
relates only to the position of persons who areabsolute beneficial owners of
the Dated Subordinated Debt Securities and may not apply to certain classes of
persons, such as dealers in securities.
The summary is based on current law and the published practice of HMRC which
may not be binding on HMRC and may be subject to change,sometimes with
retrospective effect.
The following is a general guide for information purposes and should be
treated with appropriatecaution. It is not intended as tax advice and it does
not purport to describe all of the tax considerations that may be relevant to
a prospective purchaser. If you are in any doubt as to your tax position you
should consult professional advisers.You should consult your own tax advisors
concerning the consequences of acquiring, owning and disposing of the Dated
Subordinated Debt Securities in your particular circumstances, including the
applicability and effect of the Treaty. You should beaware that the particular
terms of any particular series of Dated Subordinated Debt Securities as
specified in the applicable prospectus supplement may affect the tax treatment
of those Dated Subordinated Debt Securities. Additionally, holders ofDated
Subordinated Debt Securities should be aware that the tax legislation of any
jurisdiction where a holder is resident or otherwise subject to taxation (as
well as the jurisdictions mentioned herein) may have an impact on the tax
consequences ofan investment in the Dated Subordinated Debt Securities
including in respect of any income received from the Dated Subordinated Debt
Securities.
This summary assumes that the Dated Subordinated Debt Securities will not be
issued or transferred to any depositary receipt system.
Payments of Interest
Where interest on the Dated Subordinated Debt Securities has a United Kingdom
source for United Kingdom tax purposes, Dated Subordinated DebtSecurities that
carry a right to interest will constitute "quoted Eurobonds" within the
meaning of Section 987 of the ITA, provided they are and continue to be listed
on a "recognised stock exchange" within the meaning ofSection 1005 of the ITA
for the purposes of Section 987 of the ITA or admitted to trading on a
"multilateral trading facility" operated by a regulated recognised stock
exchange (within the meaning of Section 987 of the ITA).The NYSE is a
"recognised stock exchange" for these purposes. The Dated Subordinated Debt
Securities will be treated as listed on the NYSE if they are and continue to
be officially listed in the United States in accordance with provisionscorrespon
ding to those generally applicable in EEA states and are admitted to trading
on the main market of the NYSE. Accordingly, payments of interest on the Dated
Subordinated Debt Securities made by us or any paying agent (or received by
anycollecting agent) may be made (or received, as the case may be) without
withholding or deduction for or on account of United Kingdom income tax
provided the relevant Dated Subordinated Debt Securities are listed on a
"recognised stockexchange" at the time the interest is paid.
In all cases falling outside the exemptions described above, interest on the
DatedSubordinated Debt Securities may fall to be paid under deduction of
United Kingdom income tax at the basic rate (currently 20%). However, such
withholding or deduction will not apply if the relevant interest is paid on
Dated Subordinated DebtSecurities with a maturity of less than one year from
the date of issuance and which are not issued under an
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arrangement or arrangements the effect or intention of which is, to render
such Dated Subordinated Debt Securities part of a borrowing with a total term
of a year or more.
Where interest has been paid under deduction of United Kingdom income tax,
holders who are not resident in the United Kingdom may be able torecover all
or part of the tax deducted if there is an appropriate provision in any
applicable double taxation treaty.
Payments made inrespect of the Dated Subordinated Debt Securities may be
subject to United Kingdom tax by direct assessment even where such payments
are paid without withholding or deduction. However, as regards a holder of
Dated Subordinated Debt Securities who isnot resident in the United Kingdom
for United Kingdom tax purposes, payments made in respect of the Dated
Subordinated Debt Securities without withholding or deduction will generally
not be subject to United Kingdom tax provided that the relevantholder does not
carry on a trade, profession or vocation in the United Kingdom through a
branch or agency or (in the case of a company) carry on a trade or business in
the United Kingdom through any permanent establishment in the United Kingdom
ineach case in connection with which the interest is received or to which the
relevant Dated Subordinated Debt Securities are attributable, in which case
(subject to exemptions for interest received by certain categories of agent)
United Kingdom taxmay be levied on the United Kingdom branch or agency, or
permanent establishment.
The references to "interest" above mean"interest" as understood in United
Kingdom tax law. The statements above do not take any account of any different
definitions of "interest" or "principal" which may prevail under any other law
or which may be created bythe terms and conditions of the Dated Subordinated
Debt Securities or any related documentation. Holders should seek their own
professional advice as regards the withholding tax treatment of any payment on
the Dated Subordinated Debt Securitieswhich does not constitute "interest" or
"principal" as those terms are understood in United Kingdom tax law. Where a
payment on a security does not constitute (or is not treated as) interest for
United Kingdom tax purposes, andthe payment has a United Kingdom source, it
would potentially be subject to United Kingdom withholding tax if, for
example, it constitutes (or is treated as) an annual payment or a manufactured
payment for United Kingdom tax purposes (which will bedetermined by, amongst
other things, the terms and conditions specified by the particular terms of
the particular series of Dated Subordinated Debt Securities). In such a case,
the payment may fall to be made under deduction of United Kingdom tax(the rate
of withholding depending on the nature of the payment), subject to such relief
as may be available.
Where Dated SubordinatedDebt Securities are issued at an issue price of less
than 100% of their principal amount, any discount element on any such Dated
Subordinated Debt Securities will not generally be subject to any United
Kingdom withholding tax pursuant to theprovisions mentioned above.
The above description of the United Kingdom withholding tax position assumes
that there will be nosubstitution of an issuer and does not consider the tax
consequences of any such substitution.
Disposal (Including Redemption)
A holder of Dated Subordinated Debt Securities who is not resident in the
United Kingdom will not be liable to United Kingdomtaxation in respect of a
disposal (including redemption) of the Dated Subordinated Debt Securities, any
gain accrued in respect of the Dated Subordinated Debt Securities or any
change in the value of the Dated Subordinated Debt Securities unless theholder
carries on a trade, profession or vocation in the United Kingdom through a
branch or agency or, in the case of a company, through a permanent
establishment and the Dated Subordinated Debt Securities were used in or for
the purposes of thistrade, profession or vocation or acquired for the use by
or for the purposes of the branch or agency or permanent establishment.
WhereDated Subordinated Debt Securities are to be, or may fall to be, redeemed
at a premium, as opposed to being issued at a discount, then any such element
of premium may constitute a payment of interest. Payments of interest are
subject to UnitedKingdom withholding tax as outlined above.
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Inheritance tax
Where the Dated Subordinated Debt Securities are not situate in the United
Kingdom, beneficial owners of such Dated Subordinated DebtSecurities who are
individuals not domiciled in the United Kingdom may not be subject to United
Kingdom inheritance tax in respect of the Dated Subordinated Debt Securities.
"Domicile" usually has an extended meaning in respect of UnitedKingdom
inheritance tax, so that a person who has been resident for tax purposes in
the United Kingdom for a certain period of time may be regarded as domiciled
in the United Kingdom.
Where the Dated Subordinated Debt Securities are situate in the United
Kingdom, beneficial owners of such Dated Subordinated Debt Securitieswho are
individuals may be subject to United Kingdom inheritance tax in respect of
such Dated Subordinated Debt Securities (regardless of domicile) on the death
of the individual or, in some circumstances, if the Dated Subordinated Debt
Securitiesare the subject of a gift, including a transfer at less than full
market value, by that individual. United Kingdom inheritance tax is not
generally chargeable on gifts to individuals made more than seven years before
the death of the donor. Subjectto limited exclusions, gifts to settlements
(which would include, very broadly, certain trust arrangements) or to
companies may give rise to an immediate United Kingdom inheritance tax charge.
Dated Subordinated Debt Securities held in settlementsmay also be subject to
United Kingdom inheritance tax charges periodically during the continuance of
the settlement, on transfers out of the settlement or on certain other events.
Investors should take their own professional advice as to whether
anyparticular arrangements constitute a settlement for United Kingdom
inheritance tax purposes.
Exemption from or reduction in any UnitedKingdom inheritance tax liability may
be available for U.S. holders under the Estate Tax Treaty.
Generally under United Kingdom domesticlaw a registered security is situate
where it is registered and a bearer security is situate where the bearer
security is located. However, this is subject to provisions of any applicable
double tax treaty. You should consult professional advisersif you are in any
doubt as to your liability to United Kingdom inheritance tax.
Stamp Duty
Issue of securities
NoUnited Kingdom stamp duty will generally be payable on the issue of Dated
Subordinated Debt Securities.
Transfers of securities
No liability for United Kingdom stamp duty will arise on a transfer of, or an
agreement to transfer, full legal and beneficialownership of the Dated
Subordinated Debt Securities, provided that the Dated Subordinated Debt
Securities constitute "exempt loan capital." Broadly, "exempt loan capital" is
"loan capital" for the purposes of section78(7) of the Finance Act 1986 which
does not carry or (in the case of (ii), (iii) and (iv) below) has not at any
time prior to the relevant transfer or agreement carried any of the following
rights:
(i) a right of conversion into shares or other securities, or to the
acquisition of shares or other securities, including loancapital of the same
description;
(ii) a right to interest the amount of which exceeds a reasonable commercial
return onthe nominal amount of the capital;
(iii) a right to interest the amount of which falls or has fallen to be
determined toany extent by reference to the results of, or of any part of, a
business or to the value of any property; or
(iv) a righton repayment to an amount which exceeds the nominal amount of the
capital and is not reasonably comparable with what is generally repayable (in
respect of a similar nominal amount of capital) under the terms of issue of
loan capital listed in theOfficial List of the FCA.
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Even if a security does not constitute exempt loan capital (a
"Non-Exempt
Security"), no United Kingdom stamp duty will arise on transfer of the
security if the security is held within a clearing system and the transfer is
effected by electronic means, withoutexecuting any written transfer of, or
written agreement to transfer, the security.
Where a
Non-Exempt
Security is transferred by means of a written instrument, or a written
agreement is entered into to transfer an interest in the security where such
interest falls short of full legal and beneficialownership of the security,
the relevant instrument or agreement may be liable to United Kingdom stamp
duty (at the rate of 0.5% of the consideration, rounded up if necessary to the
nearest multiple of 5). If the relevant instrument oragreement is executed
and retained outside the United Kingdom at all times, no United Kingdom stamp
duty should, in practice, need to be paid on such document.
However, in the event that the relevant document is executed in or brought
into the United Kingdom for any purpose, then United Kingdom stampduty may be
payable. Interest may also be payable on the amount of such stamp duty, unless
the document is duly stamped within thirty (30) days after the day on which it
was executed. Penalties for late stamping may also be payable on thestamping
of such document (in addition to interest) unless the document is duly stamped
within thirty (30) days after the day on which it was executed or, if the
instrument was executed outside the United Kingdom, within thirty (30) daysof
it first being brought into the United Kingdom.
However, no United Kingdom stamp duty will be payable on any such written
transfer, orwritten agreement to transfer, if the amount or value of the
consideration for the transfer is 1,000 or under, and the document contains a
statement that the transfer does not form part of a larger transaction or
series of transactions inrespect of which the amount or value, or aggregate
amount or value, of the consideration exceeds 1,000.
In addition to the above,if a
Non-Exempt
Security is in registered form, and the security is transferred, or agreed to
be transferred, to a clearance service provider or its nominee, United Kingdom
stamp duty may be chargeable (at therate of 1.5% of the consideration for the
transfer or, if none, of the value of the relevant security, rounded up if
necessary to the nearest multiple of 5) on any document effecting, or
containing an agreement to effect, such a transfer(although pursuant to the
Finance Act 2023-2024, stamp duty is not payable on certain transfers of the
Non-Exempt
Securities to such a provider or nominee).
If a document is subject to stamp duty, it may not be produced in civil
proceedings in the United Kingdom, and may not be available for anyother
purpose in the United Kingdom, until the United Kingdom stamp duty (and any
interest and penalties for late stamping) have been paid.
Redemption of securities
No United Kingdom stamp duty will generally be payable on the redemption of
the Dated Subordinated Debt Securities, provided no issue ortransfer of shares
or other securities is effected upon or in connection with such redemption.
Stamp Duty Reserve Tax
Issue of securities
NoUnited Kingdom stamp duty reserve tax will be payable on the issue of the
Dated Subordinated Debt Securities.
Transfers of securities
No United Kingdom stamp duty reserve tax will be chargeable on the transfer
of, or on an agreement to transfer, full legal andbeneficial ownership of a
security which constitutes "exempt loan capital."
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If a Dated Subordinated Debt Security is a
"Non-Exempt
Security," United Kingdom stamp duty reserve tax (at the rate of 0.5% of the
consideration) may be chargeable on an unconditional agreement to transfer the
Subordinated Debt. An exemptionfrom the charge is available for certain
securities in bearer form, provided certain conditions are satisfied. In
addition, an exemption from the charge will be available if the Dated
Subordinated Debt Securities are held within a clearance service,provided the
clearance service has not made an election pursuant to section 97A of the
Finance Act 1986 which applies to the relevant Dated Subordinated Debt
Securities.
Any liability to United Kingdom stamp duty reserve tax which arises on such an
agreement may be removed if a transfer is executed pursuant tothe agreement
and either no United Kingdom stamp duty is chargeable on that transfer or the
transfer is duly stamped within the prescribed time limits. Where United
Kingdom stamp duty reserve tax arises, subject to certain exceptions, it is
normallythe liability of the purchaser or transferee of the Dated Subordinated
Debt Securities. In addition to the above, stamp duty reserve tax may be
chargeable (at the rate of 1.5% of the consideration for the transfer or, if
none, of the value of therelevant security) on the transfer of a
Non-Exempt
Security to the provider of a clearance service or its nominee (although
pursuant to the Finance Act 2023-2024, stamp duty reserve tax is not payable
oncertain transfers of the
Non-Exempt
Securities to such a provider or nominee). This charge will arise unless
either (a) a statutory exemption is available or (b) the clearance service has
made anelection under section 97A of Finance Act 1986 which applies to the
relevant Dated Subordinated Debt Securities. If this charge arises, the
clearance service operator or its nominee will strictly be accountable for the
stamp duty reserve tax, but inpractice it will generally be reimbursed by
participants in the clearance service.
Redemption of securities
No United Kingdom stamp duty reserve tax will generally be payable on the
redemption of the Dated Subordinated Debt Securities, provided noissuance or
transfer of shares or other securities is effected upon or in connection with
such redemption.
United Kingdom Taxation of ContingentCapital Securities
Certain United Kingdom taxation considerations with respect to contingent
capital securities will be described inthe relevant prospectus supplement.
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EMPLOYEE RETIREMENT INCOME SECURITY ACT
Each fiduciary of a pension, profit-sharing or other employee benefit plan (a
"Plan") subject to the Employee Retirement IncomeSecurity Act of 1974, as
amended ("ERISA"), should consider the fiduciary standards of ERISA in the
context of the Plan's particular circumstances before authorizing an
investment in the securities. Among other factors, the fiduciaryshould
consider whether the investment would satisfy the prudence and diversification
requirements of ERISA and would be consistent with the documents and
instruments governing the plan, and whether the investment would involve a
prohibitedtransaction under Section 406 of ERISA or Section 4975 of the Code.
Section 406 of ERISA and Section 4975 of the Codeprohibit Plans, as well as
individual retirement accounts, Keogh plans and any other plans subject to
Section 4975 of the Code, and entities and accounts deemed to hold "plan
assets" subject to ERISA and/or Section 4975 of the Code(together, "Plans")
from engaging in certain transactions involving "plan assets" with persons who
are "parties in interest" under ERISA or "disqualified persons" under the Code
with respect to the Plan. Aviolation of these prohibited transaction rules may
result in civil penalties or other liabilities under ERISA and/or an excise
tax under Section 4975 of the Code for those persons, unless relief is
available under an applicable statutory oradministrative exemption. Employee
benefit plans and arrangements that are governmental plans (as defined in
section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of
ERISA) and foreign plans (as described inSection 4(b)(4) of ERISA)
("Non-ERISA
Arrangements") are not subject to the requirements of ERISA or Section 4975 of
the Code but may be subject to similar provisions under applicablefederal,
state, local,
non-U.S.
or other regulations, rules or laws ("Similar Laws").
Barclays PLC, Barclays Bank PLC, Barclays Capital Inc. and certain of their
affiliates, among others, may each be considered a party ininterest or a
disqualified person with respect to many Plans. The acquisition or holding of
the securities by a Plan with respect to which Barclays PLC, Barclays Bank
PLC, Barclays Capital Inc. or certain of their affiliates is or becomes a
party ininterest or disqualified person may constitute or result in prohibited
transaction under ERISA or Section 4975 of the Code, unless those securities
are acquired and held pursuant to an applicable statutory or administrative
exemption.
The U.S. Department of Labor has issued five prohibited transaction class
exemptions, or "PTCEs," that may provide exemptive reliefif required for
direct or indirect prohibited transactions that may arise from the purchase or
holding of the securities. These exemptions are:
(1) PTCE
84-14,
an exemption for certain transactions determined oreffected by independent qualified professional asset managers;
(2) PTCE
90-1,
an exemption for certain transactions involving insurancecompany pooled separate accounts;
(3) PTCE
91-38,
an exemption for certain transactions involving bankcollective investment funds;
(4) PTCE
95-60,
an exemption for transactions involving certain insurancecompany general accounts; and
(5) PTCE
96-23,
an exemption for plan asset transactions managed by
in-house
asset managers.
In addition, ERISA Section 408(b)(17) andSection 4975(d)(20) of the Code
provide an exemption for the acquisition and disposition of the securities,
provided that neither Barclays PLC, Barclays Bank PLC, Barclays Capital Inc.
nor any of their affiliates have or exercise anydiscretionary authority or
control or render any investment advice with respect to the assets of any Plan
involved in the transaction, and provided further that the Plan pays no more
and receives no less than "adequate consideration" inconnection with the
transaction (the "service provider exemption"). There can be no assurance that
all of the conditions of any of the above exemptions (or any other exemption)
will be satisfied.
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Because of the foregoing, the securities should not be acquired or held by any
personinvesting "plan assets" of any Plan or
Non-ERISA
Arrangement, unless such acquisition and holding will not constitute a
non-exempt
prohibited transaction underERISA and the Code or similar violation of any
applicable Similar Laws.
Any purchaser or holder of the securities or any interest in thesecurities
will be deemed to have represented by its purchase and holding of the
securities that it either (i) is not a Plan or a
Non-ERISA
Arrangement and is not purchasing those securities on behalf ofor with "plan
assets" of any Plan or
Non-ERISA
Arrangement or (ii) any such purchase or holding, will not result in a
non-exempt
prohibited transactionunder the rules described above or a violation of any
applicable Similar Laws. Further, any person acquiring or holding the
securities on behalf of any Plan or with any plan assets shall be deemed to
represent on behalf of itself and such Plan that(x) the Plan is paying no more
than, and is receiving no less than, adequate consideration within the meaning
of Section 408(b)(17) of ERISA in connection with the transaction or any
redemption of the securities, (y) neither BarclaysPLC, Barclays Bank PLC,
Barclays Capital Inc. or any placement agent, nor any of their affiliates
directly or indirectly exercises any discretionary authority or control or
renders investment advice or otherwise acts in a fiduciary capacity
withrespect to the assets of the Plan within the meaning of ERISA and (z) in
making the foregoing representations and warranties, such person has applied
sound business principles in determining whether fair market value will be
paid, and has madesuch determination acting in good faith.
Due to the complexity of these rules and the penalties that may be imposed
upon persons involvedin
non-exempt
prohibited transactions, it is important that fiduciaries or other persons
considering purchasing the securities on behalf of or with "plan assets" of
any Plan or
Non-ERISA
Arrangement consult with their counsel regarding the availability of exemptive
relief under any of the PTCEs listed above, the service provider exemption, or
any other applicable exemption, or thepotential consequences of any purchase
or holding under applicable Similar Laws.
Purchasers of the securities have exclusiveresponsibility for ensuring that
their acquisition and holding of the securities do not violate the fiduciary
or prohibited transaction rules of ERISA or the Code or any similar provisions
of Similar Laws. The sale of any security to a Plan or a
Non-ERISA
Arrangement is in no respect a representation by Barclays PLC, Barclays Bank
PLC, Barclays Capital Inc. or any of their affiliates that the investment
meets all relevant legal requirements with respect toinvestments by Plans or
Non-ERISA
Arrangements generally or any particular Plan or
Non-ERISA
Arrangement, or that the investment is appropriate for a Plan or a
Non-ERISA
Arrangement generally or any particular Plan or
Non-ERISA
Arrangement.
If you are an insurance company or the fiduciary of a pension plan or an
employee benefit plan, and propose to invest in the securities,you should
consult your legal counsel.
The applicable prospectus supplement and pricing supplement may contain a
furtherdiscussion of ERISA and Similar Laws.
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PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
Initial Offering and Issue of Securities
We may issue all or part of the securities from time to time, on terms
determined at that time, through underwriters, dealers and/or agents,directly
to purchasers or through a combination of any of these methods. We will set
forth in the applicable prospectus supplement:
. the terms of the offering of the securities;
. the names of any underwriters, dealers or agents involved in the sale of the securities;
. the principal amounts of securities any underwriters will subscribe for; and
. our net proceeds.
If we use underwriters in the issue, they will acquire the securities for
their own account and they may effect distribution of the securitiesfrom time
to time in one or more transactions. These transactions may be at a fixed
price or prices, which they may change, or at prevailing market prices, or
related to prevailing market prices, or at negotiated prices. The securities
may beoffered to the public either through underwriting syndicates represented
by managing underwriters or underwriters without a syndicate. Unless the
applicable prospectus supplement specifies otherwise, the underwriters'
obligations to subscribefor the securities will depend on certain conditions
being satisfied. If the conditions are satisfied, the underwriters will be
obligated to subscribe for all of the securities of the series, if they
subscribe for any of them. The initial publicoffering price of any securities
and any discounts or concessions allowed or reallowed or paid to dealers may
change from time to time.
If we use dealers in the issue, unless the applicable prospectus supplement
specifies otherwise, we will issue the securities to the dealersas principals.
The dealers may then sell the securities to the public at varying prices that
the dealers will determine at the time of sale.
We may also issue securities through agents we designate from time to time, or
we may issue securities directly. The applicable prospectussupplement will
name any agent involved in the offering and issue of the securities, and will
also set forth any commissions that we will pay. Unless the applicable
prospectus supplement indicates otherwise, any agent will be acting on a
bestefforts basis for the period of its appointment. Agents through whom we
issue securities may enter into arrangements with other institutions with
respect to the distribution of the securities, and those institutions may
share in the commissions,discounts or other compensation received by our
agents, may be compensated separately and may also receive commissions from
the purchasers for whom they may act as agents.
In connection with the issue of securities, underwriters may receive
compensation from us or from subscribers of securities for whom they mayact as
agents. Compensation may be in the form of discounts, concessions or
commissions. Underwriters may sell securities to or through dealers, and these
dealers may receive compensation in the form of discounts, concessions or
commissions from theunderwriters. Dealers may also receive commissions from
the subscribers for whom they may act as agents. Underwriters, dealers and
agents that participate in the distribution of securities may be deemed to be
underwriters, and any discounts orcommissions received by them from us and any
profit on the sale of securities by them may be deemed to be underwriting
discounts and commissions under the Securities Act. The prospectus supplement
will identify any underwriter or agent, and describeany compensation that we
provide.
If the applicable prospectus supplement so indicates, we will authorize
underwriters, dealers or agentsto solicit offers to subscribe the securities
from institutional investors. In this case, the prospectus supplement will
also indicate on what date payment and delivery will be made. There may be a
minimum amount which an institutional investor maysubscribe, or a minimum
portion of the aggregate principal amount of the securities which may be
issued by this type of arrangement. Institutional investors may include
commercial and savings
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banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and any other institutions we may approve. The
subscribers' obligations under delayeddelivery and payment arrangements will
not be subject to any conditions; however, the institutional investors'
subscription of particular securities must not at the time of delivery be
prohibited under the laws of any relevant jurisdiction inrespect, either of
the validity of the arrangements, or the performance by us or the
institutional investors under the arrangements.
Wemay enter into agreements with the underwriters, dealers and agents who
participate in the distribution of the securities that may fully or partially
indemnify them against some civil liabilities, including liabilities under the
Securities Act.Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for, or be affiliates of Barclays PLC
in the ordinary course of business.
Conflicts of Interest
Barclays CapitalInc., an affiliate of Barclays PLC, may participate in one or
more offerings of our securities and will be deemed to have a "conflict of
interest" in any such offerings within the meaning of Rule 5121 of the
consolidated rulebook of theFinancial Industry Regulatory Authority, Inc.
("FINRA") (or any successor rule thereto) ("Rule 5121"). Barclays Capital Inc.
has advised us that each particular offering of securities in which it
participates will be conducted incompliance with the provisions of Rule 5121.
Barclays Capital Inc. is not permitted to sell securities in any such offering
to an account over which it exercises discretionary authority without the
prior specific written approval of the accountholder.
Selling Restrictions
United Kingdom
Prohibition of Sales to U.K. Retail Investors
Unless otherwise specified in any agreement between us and the underwriters,
dealers and/or agents, any underwriter, dealer or agent inconnection with an
offering of securities or any investments representing securities of any
series will represent, warrant and agree that it has not offered, sold or
otherwise made available, and will not offer, sell or otherwise make available
anysecurities to any retail investor in the United Kingdom. For the purposes
of this provision, the expression "retail investor" means a person who is one
(or more) of the following:
. a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part ofdomestic law of the U.K. by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or
. a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
(the"FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as itforms part of domestic law of the U.K. by virtue of the EUWA; or
. not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms
part of domestic law ofthe U.K. by virtue of the EUWA (the "UK Prospectus Regulation"); and
the expression "offer" includes thecommunication in any form and by any means
of sufficient information on the terms of the offer and the securities or
investments to be offered so as to enable an investor to decide to purchase or
subscribe for the securities or investments.
Public Offer Selling Restriction Under The UK Prospectus Regulation
If the relevant agreement between us and the underwriters, dealers and/or
agents in connection with an offering of securities or anyinvestments
representing securities of any series specifies that the restriction set out
under "Prohibition of Sales to U.K. Retail Investors" above does not apply,
and unless otherwise specified in any
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agreement between us and the underwriters, dealers and/or agents in relation
to the distribution of the securities or any investments representing
securities of any series and subject to theterms specified in the agreement,
in relation to the United Kingdom any underwriter, dealer or agent in
connection with an offering of securities or any investments representing
securities of any series will represent, warrant and agree that it hasnot made
and will not make an offer of any securities or any investments representing
securities which are the subject of the offering contemplated by the
prospectus as completed by the prospectus supplement in relation thereto to
the public in theUnited Kingdom except that it may make an offer of the
securities to the public in the United Kingdom:
. Qualified investors:
at any time to any legal entity which is a qualified investor as defined in Article 2of the UK Prospectus Regulation;
. Fewer than 150 offerees
: at any time to fewer than 150 natural or legal persons (other than qualifiedinvestors
as defined in Article 2 the UK Prospectus Regulation as permitted under
the UK Prospectus Regulation subject to obtaining the prior consent of the relevant
underwriter or underwriters nominated by Barclays PLC for any such offer; or
. Other exempt offers: at any time in any other circumstances falling within section 86 of the FSMA,
provided that no such offer of securities referred to in the bullet points
above shall require us or any underwriter, dealer and/oragent to publish a
prospectus pursuant to Section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation.
The expression "an offer of securities or any investments representing
securities to the public" in relation to such securities orinvestments in the
United Kingdom means the communication in any form and by any means of
sufficient information on the terms of the offer and the securities or
investments to be offered so as to enable an investor to decide to purchase or
subscribefor the securities or investments.
Other Securities Laws
Unless otherwise specified in any agreement between us and the underwriters,
dealers and/or agents in relation to the distribution of thesecurities or any
investments representing securities of any series and subject to the terms
specified in the agreement, any underwriter, dealer or agent in connection
with an offering of securities or any investments representing securities of
anyseries will confirm and agree that:
. in relation to any debt securities having a maturity of less than one year:
(i) it is a person whose ordinary activities involve it in acquiring, holding, managing or
disposing of investments(as principal or agent) for the purposes of its business; and
(ii) it has not offered or sold and will not offer or sell any debt securities other than to persons:
(A) whose ordinary activities involve them in acquiring, holding, managing or disposing
of investments (asprincipal or agent) for the purposes of their businesses; or
(B) who it is reasonable to expect will acquire, hold, manage or
dispose of investments (as principal or agent) forthe purposes of
their businesses, where the issue of the debt securities would
otherwise constitute a contravention of Section 19 of FSMA by us;
. it has only communicated or caused to be communicated and will only communicate or cause to be communicated
anyinvitation or inducement to engage in investment activity (within the meaning of Section 21
of the FSMA) received by it in connection with the issue or sale of any securities or any investments
representing securities in circumstances in whichSection 21(1) of the FSMA does not apply to us; and
. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it inrelation
to the securities, or any investments representing securities in, from or otherwise involving the United Kingdom.
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Prohibition of Sales to EEA Retail Investors
Unless otherwise specified in any agreement between us and the underwriters,
dealers and/or agents, any underwriter, dealer or agent inconnection with an
offering of securities or any investments representing securities of any
series will represent, warrant and agree that it has not offered, sold or
otherwise made available, and will not offer, sell or otherwise make available
anysecurities to any retail investor in the European Economic Area. For the
purposes of this provision, the expression "retail investor" means a person
who is one (or more) of the following:
. a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "EU MiFIDII"); or
. a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), wherethat
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II; or
. not a qualified investor as defined in Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); and
the expression "offer" includes the communication in any form and by any means
of sufficient information on the terms of theoffer and the securities or
investments to be offered so as to enable an investor to decide to purchase or
subscribe for the securities or investments.
EEA Public Offer Selling Restriction Under The EU Prospectus Regulation
If the relevant agreement between us and the underwriters, dealers and/or
agents in connection with an offering of securities or anyinvestments
representing securities of any series specifies that the restriction set out
under "Prohibition of Sales to EEA Retail Investors" above does not apply, and
unless otherwise specified in any agreement between us and theunderwriters,
dealers and/or agents in relation to the distribution of the securities or any
investments representing securities of any series and subject to the terms
specified in the agreement, in relation to each member state of the
EuropeanEconomic Area (each, a "Member State"), any underwriter, dealer or
agent in connection with an offering of securities or any investments
representing securities of any series will represent, warrant and agree that
it has not made and willnot make an offer of any securities or any investments
representing securities which are the subject of the offering contemplated by
the prospectus as completed by the prospectus supplement in relation thereto
to the public in that Member Stateexcept that it may make an offer of the
securities to the public in that Member State:
. Qualified investors
: at any time to any legal entity which is a qualified investor as defined in the EUProspectus Regulation;
. Fewer than 150 offerees
: at any time to fewer than 150 natural or legal persons (other than qualifiedinvestors
as defined in the EU Prospectus Regulation as permitted under the EU
Prospectus Regulation), subject to obtaining the prior consent of the relevant
underwriter or underwriters nominated by Barclays PLC for any such offer; or
. Other exempt offers
: at any time in any other circumstances falling within Article 1(4) of the EUProspectus Regulation,
provided that no such offer of securities referred to in the bullet points
above shall require us or anyunderwriter, dealer and/or agent to publish a
prospectus pursuant to Article 3 of the EU Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of the EU Prospectus Regulation.
The expression "an offer of securities or any investments representing
securities to the public" in relation to such securities orinvestments in any
Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the securities or
investments to be offered so as to enable an investor to decide to purchase or
subscribefor the securities or investments.
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The UK and EEA selling restrictions are in addition to any other selling
restrictions setout in the accompanying prospectus supplement.
Market-Making Resales
This prospectus may be used by an affiliate of Barclays PLC in connection with
offers and sales of the securities in market-makingtransactions. In a
market-making transaction, such affiliate may resell a security it acquires
from other holders, after the original offering and sale of the security.
Resales of this kind may occur in the open market or may be privatelynegotiated,
at prevailing market prices at the time of resale or at related or negotiated
prices. In these transactions, such affiliate may act as principal, or agent,
including as agent for the counterparty in a transaction in which such
affiliateacts as principal, or as agent for both counterparties in a
transaction in which such affiliate does not act as principal. Such affiliate
may receive compensation in the form of discounts and commissions, including
from both counterparties in somecases.
The indeterminate aggregate initial offering price relates to the initial
offering of the securities described in the prospectussupplement. This amount
does not relate to securities sold in market-making transactions.
We do not expect to receive any proceeds frommarket-making transactions.
Information about the trade and settlement dates, as well as the purchase
price, for a market-makingtransaction will be provided to the purchaser in a
separate confirmation of sale.
Unless we or an agent informs you in yourconfirmation of sale that your
security is being purchased in its original offering and sale, you may assume
that you are purchasing your security in a market-making transaction.
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SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
We are an English public limited company. A majority of our directors and
executive officers and a number of the experts named in thisdocument are
non-residents
of the United States. All or a substantial portion of the assets of those
persons may be located outside the United States. Most of our assets are
located outside of the UnitedStates. As a result, it may not be possible for
you to effect service of process within the United States upon those persons
or to enforce against them judgments of U.S. courts based upon the civil
liability provisions of the federal securities lawsof the United States. We
have been advised by our English solicitors, Clifford Chance LLP, that there
is doubt as to the enforceability in the United Kingdom, in original actions
or in actions for enforcement of judgments of U.S. courts, ofliabilities based
solely upon the federal securities laws of the United States.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Exchange Act.
Accordingly, we file, jointly with Barclays Bank PLC, reports and
otherinformation with the SEC.
The SEC maintains an internet site at
http://www.sec.gov
that contains reports and other information wefile electronically with the
SEC. These reports and other information may also be inspected and copied at
the offices of the New York Stock Exchange, 20 Broad Street, New York, New
York 10005, on which some of our securities are listed.
We will furnish to the trustee referred to under "Description of Debt
Securities" and "Description of Contingent CapitalSecurities" annual reports,
which will include a description of operations and annual audited consolidated
financial statements prepared in accordance with IFRS. We will also furnish to
the trustee interim reports that will include unauditedinterim summary
consolidated financial information prepared in accordance with IFRS. We will
furnish to the trustee all notices of meetings at which holders of securities
are entitled to vote, and all other reports and communications that are
madegenerally available to those holders.
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FURTHER INFORMATION
We have filed with the SEC a registration statement on Form
F-3
with respect to the securities offeredwith this prospectus. This prospectus is
a part of that registration statement and it omits some information that is
contained in the registration statement. You can access the registration
statement together with exhibits on the internet sitemaintained by the SEC at
http://www.sec.gov
in order to obtain that additional information about us and about the
securities offered with this prospectus.
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VALIDITY OF SECURITIES
If stated in the prospectus supplement applicable to a specific issuance of
debt securities or contingent capital securities, the validity ofsuch
securities under New York law may be passed upon for us by our U.S. counsel,
Cleary Gottlieb Steen & Hamilton LLP. If stated in the prospectus supplement
applicable to a specific issuance of debt securities, contingent capitalsecuriti
es or ordinary shares (including the ordinary shares into which such
contingent capital securities may under certain circumstances convert), the
validity of such securities under English law may be passed upon by our
English solicitors,Clifford Chance LLP. Cleary Gottlieb Steen & Hamilton LLP
may rely on the opinion of Clifford Chance LLP as to all matters of English
law and Clifford Chance LLP may rely on the opinion of Cleary Gottlieb Steen &
Hamilton LLP as toall matters of New York law. If this prospectus is delivered
in connection with an underwritten offering, the validity of the debt
securities, contingent capital securities or ordinary shares (including the
ordinary shares into which such contingentcapital securities may under certain
circumstances convert) may be passed upon for the underwriters by United
States and English counsel for the underwriters specified in the related
prospectus supplement.
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EXPERTS
The consolidated financial statements of Barclays PLC as of December 31, 2023
and December 31, 2022, and for each of the years inthe three-year period ended
December 31, 2023, and management's assessment of the effectiveness of
internal control over financial reporting as of December 31, 2023, have been
incorporated by reference herein in reliance upon thereport of KPMG LLP,
independent registered public accounting firm, which report appears in the
Annual Report on Form
20-F
of Barclays PLC for the year ended December 31, 2023, incorporated by
referenceherein, and upon the authority of said firm as experts in accounting
and auditing.
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EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of the expenses (all of which are estimated),
other than any underwriting discounts and commission and expensesreimbursed by
us, to be incurred in connection with a distribution of an assumed amount of
$1,000,000,000 of securities registered under this registration statement:
Securities and Exchange Commission registration fee $ 147,600 (1)
Printing expenses 30,000
Legal fees and expenses 150,000
Accountants' fees and expenses 50,000
Trustee fees and expenses 10,000
Miscellaneous 15,000
Total $ 402,600
(1) Assuming a maximum aggregate offering price of 100.00% and based on the current fee rate of $147.60 per$1,000,000.
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$ %
Fixed-to-Floating
Rate Senior Callable Notes due 20
$ %
Fixed-to-Floating
RateSenior Callable Notes due 20
$ %
Fixed-to-Floating
Rate Senior Callable Notes due 20
Barclays PLC
Preliminary Prospectus Supplement
, 2024
(to Prospectus dated March 1, 2024)
Sole Structuring Adviser and Sole Bookrunner
Barclays
Senior
Co-Managers
Co-Managers
{graphic omitted}
{graphic omitted}