Bond Barclay PLC 1.125% ( CH0426621683 ) in CHF

Issuer Barclay PLC
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  CH0426621683 ( in CHF )
Interest rate 1.125% per year ( payment 1 time a year)
Maturity 11/07/2023 - Bond has expired



Prospectus brochure of the bond Barclays PLC CH0426621683 in CHF 1.125%, expired


Minimal amount 200 000 CHF
Total amount 175 000 000 CHF
Detailed description Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

The Bond issued by Barclay PLC ( United Kingdom ) , in CHF, with the ISIN code CH0426621683, pays a coupon of 1.125% per year.
The coupons are paid 1 time per year and the Bond maturity is 11/07/2023







THE OFFERING CIRCULAR IS NOT FOR DISTRIBUTION WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT")).
IMPORTANT: You must read the following before continuing. The following applies to the offering
circular following this page (the "Offering Circular") and you are therefore advised to read this page
carefully before reading, accessing or making any other use of the Offering Circular. In accessing the
Offering Circular, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from Barclays PLC (the "Issuer"), Barclays
Bank PLC, Commerzbank Aktiengesellschaft and UBS AG (the "Joint Lead Managers") as a result of
such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SECURITIES DESCRIBED IN THE OFFERING
CIRCULAR IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY
OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART IS
UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO
ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE
ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR.
Confirmation of your representation: In order to be eligible to view the Offering Circular or make an
investment decision with respect to the securities being offered, prospective investors must be located
outside the United States. The Offering Circular is being sent to you at your request, and by accessing the
Offering Circular you shall be deemed to have represented to the Issuer and the Joint Lead Managers that
(1) you and any customers you represent are purchasing the securities being offered in an offshore
transaction (within the meaning of Regulation S under the Securities Act) and the electronic mail address
that you have provided and to which this e-mail has been delivered is not located in the United States, its
territories and possessions, any State of the United States or the District of Columbia and (2) you consent
to delivery of the Offering Circular by electronic transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person
into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering
Circular to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer
or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction
requires that the offering be made by a licensed broker or dealer, and a Joint Lead Manager or any affiliate
of a Joint Lead Manager is a licensed broker or dealer in the relevant jurisdiction, the offering shall be
deemed to be made by such Joint Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction.
The Offering Circular does not constitute an offer of the securities to the public in the United Kingdom.
The Offering Circular is only being distributed to, and is directed only at, persons in the United Kingdom
in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does
not apply (such persons being referred to as "relevant persons"). The securities are only available to, and
any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be
engaged in only with, relevant persons who fall within the manufacturer target market (eligible
counterparties and professional clients only). Any person in the United Kingdom who is not a relevant
person who falls within the manufacturer target market should not act or rely on the Offering Circular or
any of its contents.
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The Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and consequently
none of the Issuer and the Joint Lead Managers, any person who controls them or any director, officer,
employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever
in respect of any difference between the Offering Circular distributed to you in electronic format and the
hard copy version available to you on request from the Joint Lead Managers.
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BARCLAYS PLC
(incorporated with limited liability in England and Wales)
CHF 175,000,000 1.125 per cent. Notes due 2023
(the "Notes")
with reopening clause
This offering circular (the "Offering Circular") relates to the offering and listing on the SIX Swiss Exchange AG (the "SIX Swiss
Exchange") of CHF 175,000,000 1.125 per cent. Notes due 2023 (the "Notes") to be issued by Barclays PLC (the "Issuer") under its
£60,000,000,000 Debt Issuance Programme (the "Programme").
No prospectus is required to be published in accordance with EU Directive 2003/71/EC, as amended, in connection with the Notes.
The United Kingdom Financial Conduct Authority has neither approved nor reviewed the information contained in this Offering
Circular in connection with the Notes.
Interest Rate:
1.125 per cent. per annum, payable annually in arrear on 12 July in each year. The first coupon
will be paid on 12 July 2019.
Issue Price:
100.266 per cent. (before commissions).
Issue Date:
12 July 2018.
Redemption Date:
Final redemption on 12 July 2023 at par.
Early Redemption:
(i) For tax reasons (as described in Condition 10(b) (Redemption for tax reasons); or (ii) in
connection with a Loss Absorption Disqualification Event (as described in Condition 10(g) (Loss
Absorption Disqualification Event Redemption of Senior Notes), in each case subject to
Condition 10(l) (Restriction on Early Redemption of the Notes).
Denominations:
CHF 200,000 and integral multiples thereof.
Delivery:
Permanent Global Bearer Note; investors do not have the right to request the delivery of
individual definitive notes.
Assurances:
Pari passu clause
Listing:
Applications have been made for the Notes to be provisionally admitted to trading on the main
standard of the SIX Swiss Exchange from 10 July 2018. Application will be made to the SIX
Swiss Exchange for listing of the Notes. The Notes are a new issue of Notes and have no
established trading market. There can be no assurance that an active trading market in the Notes
will develop, and any trading market that does develop may not be liquid. The last trading date
in order for trades to settle on the SIX Swiss Exchange prior to redemption is expected to be two
trading days prior to redemption of the Notes. Following admission to listing, the Notes are
expected to be listed on SIX Swiss Exchange until the relevant redemption date.
Law and Jurisdiction:
The Notes are governed by English law (save as provided herein); place of jurisdiction is the
courts of England.
Sales Restrictions:
In particular, Australia, the European Economic Area, France, Hong Kong, Italy, Japan, Norway,
the People's Republic of China, Singapore, the United Kingdom and the United States of
America, as set out in the section headed "Selling Restrictions" on page 5 herein.
Barclays Bank PLC, Commerzbank Aktiengesellschaft and UBS AG (together the "Joint Lead Managers") have entered into a
subscription agreement dated 10 July 2018 (the "Subscription Agreement") relating to the purchase of the Notes from the Issuer.

Joint Lead Managers

BARCLAYS
COMMERZBANK
UBS INVESTMENT BANK
Swiss Security Number: 42.662.168
ISIN: CH0426621683
Common Code: 185628850
Offering Circular dated 10 July 2018

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CONTENTS

Page

Selling Restrictions ................................................................................................................................. 5
General Information ............................................................................................................................... 6
Taxation ................................................................................................................................................. 9
Final Terms .......................................................................................................................................... 12
Part A ­ Contractual Terms................................................................................................................... 12
Part B ­ Other Information ................................................................................................................... 17
Schedule to Final Terms ....................................................................................................................... 19
Annex A Base Prospectus dated 1 March 2018 ..................................................................................... 20
Annex B Supplement Number 1 dated 3 May 2018 .............................................................................. 21
Annex C Supplement Number 2 dated 24 May 2018 ............................................................................ 22


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SELLING RESTRICTIONS
Please refer to the section headed "Subscription and Sale" of the Base Prospectus (as defined on page 6
herein), which is reprinted in this Offering Circular on pages 140 through to 146.

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GENERAL INFORMATION
This Offering Circular contains particulars for the purpose of giving information with regard to the Issuer
and the issue of the CHF 175,000,000 1.125 per cent. Notes due 2023 (the "Notes"). This issue of Notes is
made under the Programme of the Issuer.
The specific terms of the Notes are set out in the section headed "Terms and Conditions of the Notes" on
pages 63 through to 104 of this Offering Circular (the "Conditions") and in the section headed "Final
Terms" on pages 12 through to 19 of this Offering Circular, including the Schedule thereto (the "Final
Terms"). The Conditions, the Final Terms, the base prospectus dated 1 March 2018, as supplemented by
Supplement Number 1 dated 3 May 2018 and Supplement Number 2 dated 24 May 2018, as amended by
this Offering Circular (together, the "Base Prospectus"), as well as the information incorporated by
reference herein, form integral parts of this Offering Circular.
Investors are advised to familiarise themselves with the entire content of this Offering Circular.
Authorisation
The establishment of the Programme was authorised by resolutions of a duly constituted Committee of the
Board of Directors of Barclays Bank PLC (the "Bank") on 21 September 1995. The renewal of the
Programme on 1 March 2018 was duly authorised by the Group Finance Director for the Issuer on 20
February 2018.
Pursuant to the Subscription Agreement, Barclays Bank PLC, Commerzbank Aktiengesellschaft and UBS
AG (together, the "Joint Lead Managers") have agreed to purchase the Notes at an issue price of 100.266
per cent. (minus commissions).
Net Proceeds
The net proceeds of the issue of the Notes, amounting to CHF 174,880,500, will be used for general
corporate purposes of the Issuer and its subsidiaries and/or the Group (as defined in the Base Prospectus),
and may be used to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group,
as also set out in the Final Terms.
Information Incorporated by Reference
The following information has been filed with the SIX Swiss Exchange and shall be deemed to be
incorporated in, and to form part of, this Offering Circular:
(a)
the sections set out below from the Joint Annual Report of the Issuer and the Bank, as filed with
the SEC on Form 20-F on 22 February 2018 containing the audited consolidated financial
statements of the Issuer and the independent auditor's report thereon, in respect of the financial
years ended 31 December 2017 and 31 December 2016:
Notes; Certain non-IFRS measures
i
Market and other data; Uses of Internet addresses; References to Pillar 3 report ii
Governance: Directors' report
1
Governance: People
47
Governance: Remuneration report
51
Risk Review
75
Financial Review
163
Financial Statements
185
Independent Registered Public Accounting Firm's report for Barclays PLC
186
Consolidated Financial Statements Barclays PLC
188
Notes to the Financial Statements
195
Additional Shareholder Information
272
Additional Information
282
Barclays' approach to managing risks
301
Additional Information
362
Glossary of terms
411
Shareholder Information
433;
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(b)
the sections set out below from the Joint Annual Report of the Issuer and the Bank, as filed with
the SEC on Form 20-F on 23 February 2017 containing the audited consolidated financial
statements of the Issuer and the independent auditor's report thereon, in respect of the financial
years ended 31 December 2016 and 31 December 2015:
Financial Statements
216
Independent Registered Public Accounting Firm's report for Barclays PLC
218
Consolidated Financial Statements Barclays PLC
219
Notes to the Financial Statements
226;

(c)
the joint announcement of the Issuer and the Bank, as filed with the SEC on Form 6-K on 29 March
2018 in respect of the settlement of civil litigation with the United States Department of Justice in
relation to residential mortgage-backed securities;
(d)
the announcement of the Issuer, as filed with the SEC on Form 6-K on 20 April 2018 in respect of
the conclusion of the United Kingdom Financial Conduct Authority and Prudential Regulation
Authority's investigation into Jes Staley and Barclays;
(e)
the unaudited Q1 2018 Results Announcement of the Issuer as filed with the SEC on Form 6-K on
26 April 2018 in respect of the three months ended 31 March 2018; and
(f)
the joint announcement of the Issuer and the Bank, as filed with the SEC on Form 6-K on 21 May
2018 in respect of the dismissal of the Serious Fraud Office charges against the Issuer and the Bank.
The above documents as well as this Offering Circular and any supplements thereto are available free of
charge in Switzerland at the office of UBS AG, Bahnhofstrasse 45, CH-8001 Zurich, Switzerland or may
be obtained by email ([email protected]).
Swiss Principal Paying Agent
For the purpose of the Notes, the Issuer has, under the Supplemental Agency Agreement (as defined herein),
appointed the Swiss Principal Paying Agent (as defined herein).
Clearing
The Notes have been accepted for clearance through SIX SIS AG.
Notices
All notices in relation to the Notes will be published in electronic form on the internet site of the SIX Swiss
Exchange under the section headed "Official Notices".
(currently: https://www.six-exchange-regulation.com/en/home/publications/official-notices.html).
Representation
In accordance with Article 43 of the Listing Rules of the SIX Swiss Exchange, UBS AG has been appointed
by the Issuer to lodge the listing application with the Regulatory Board of the SIX Swiss Exchange.
Legal Proceedings
Save as disclosed herein or in the information incorporated by reference herein, the Issuer is not involved
in any court, arbitral or administrative proceedings (including any proceedings which are pending or
threatened of which the Issuer is aware) that are of material importance to the Issuer's assets and liabilities
or profits and losses.
No Material Change
Save as disclosed herein or in the information incorporated by reference herein, there has been no material
change in the assets and liabilities, financial position or profits and losses of the Issuer since 31 March
2018.
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TAXATION
The following is a general description of certain tax considerations relating to the Notes. It does not purport
to be a complete analysis of all tax considerations relating to the Notes, whether in the countries mentioned
below or elsewhere. Prospective purchasers of Notes should consult their own tax advisers as to which
countries' tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments
of interest, principal and/or other amounts under the Notes and the consequences of such actions under the
tax laws of those countries. This summary is based upon the law as in effect on the date of this Offering
Circular and is subject to any change in law that may take effect after such date.
UNITED KINGDOM TAXATION
This section "United Kingdom Taxation" shall replace in its entirety the section headed "United Kingdom
Taxation" in the Base Prospectus (set out on pages 120 to 121 of this Offering Circular).
The following is a summary of the United Kingdom withholding taxation treatment at the date hereof in
relation to payments of principal and interest in respect of the Notes. It is based on current law and the
practice of Her Majesty's Revenue & Customs ("HMRC"), which may be subject to change, sometimes with
retrospective effect. The comments do not deal with other United Kingdom tax aspects of acquiring, holding
or disposing of Notes. The comments relate only to the position of persons who are absolute beneficial
owners of the Notes. The following is a general guide and should be treated with appropriate caution. It is
not intended as tax advice and it does not purport to describe all of the tax considerations that might be
relevant to a prospective purchaser. Noteholders who are in any doubt as to their tax position should
consult their professional advisers. Noteholders who may be liable to taxation in jurisdictions other than
the United Kingdom in respect of their acquisition, holding or disposal of the Notes are particularly advised
to consult their professional advisers as to whether they are so liable (and if so under the laws of which
jurisdictions), since the following comments relate only to certain United Kingdom taxation aspects of
payments in respect of the Notes. In particular, Noteholders should be aware that they may be liable to
taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if such
payments may be made without withholding or deduction for or on account of taxation under the laws of
the United Kingdom.
United Kingdom Withholding Tax on United Kingdom Source Interest
1.
Any Notes issued by the Issuer which carry a right to interest will constitute "quoted Eurobonds"
provided they are and continue to be listed on a recognised stock exchange (within the meaning of
section 1005 of the Income Tax Act 2007 (the "Act")) or admitted to trading on a "multilateral trading
facility" (within the meaning of section 987 of the Act). Whilst the Notes are and continue to be quoted
Eurobonds, payments of interest by the Issuer on the Notes may be made without withholding or
deduction for or on account of United Kingdom income tax.
The SIX Swiss Exchange is a recognised stock exchange. The Issuer's understanding of current HMRC
practice is that securities which are listed in accordance with the International Reporting Standard of
the SIX Swiss Exchange may be regarded as "listed on a recognised stock exchange" for these
purposes.
2.
In all cases falling outside the exemption described above, interest on the Notes may fall to be paid
under deduction of United Kingdom income tax at the basic rate (currently 20 per cent.) subject to such
relief as may be available.
Other Rules Relating to United Kingdom Withholding Tax
3.
Where interest has been paid under deduction of United Kingdom income tax, Noteholders who are
not resident in the United Kingdom may be able to recover all or part of the tax deducted if there is an
appropriate provision in any applicable double taxation treaty.
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 Notes or
any related documentation. Where a payment on a Note does not constitute (or is not treated as) interest
for United Kingdom tax purposes, and the 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
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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 Final Terms of the Note). 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.
The above description of the United Kingdom withholding tax position assumes that there will be no
substitution of the Issuer pursuant to Condition 19 (Meetings of Noteholders; Modification and Waiver;
Substitution) of the Notes or otherwise and does not consider the tax consequences of any such
substitution.
SWITZERLAND
General
The following discussion of taxation under the heading "Switzerland" in this section is only an indication
of certain tax implications currently in force under the laws of Switzerland as they may affect investors. It
applies only to persons who are beneficial owners of the Notes and may not apply to certain classes of
person. The summary contains general information only; it is not exhaustive and does not constitute legal
or tax advice and is based on taxation law and practice at the date of this Offering Circular. Potential
investors should be aware that tax law and interpretation, as well as the level and bases of taxation, may
change from those described and that changes may alter the benefits of investment in, holding or disposing
of, Notes. The Issuer makes no representations as to the completeness of the information nor undertakes
any liability of whatsoever nature for the tax implications for investors. Potential investors are strongly
advised to consult their own professional advisers on the implications of making an investment in, holding
or disposing of, Notes under the laws of the countries in which they are liable to taxation and in light of
their particular circumstances.
Swiss Federal Withholding Tax on Notes
At present, payments of interest on the Notes and repayment of principal on the Notes are not subject to
Swiss federal withholding tax, provided that the Issuer is at all times resident and managed outside of
Switzerland for Swiss tax purposes.
On 4 November 2015 the Swiss Federal Council announced a mandate to the Swiss Federal Finance
Department to constitute a group of experts tasked with the preparation of a new proposal for a reform of
the Swiss withholding tax system. The new proposal is expected to include (in respect of interest payments)
the replacement of the existing debtor-based regime by a paying agent-based regime for Swiss withholding
tax similar to the one published on 17 December 2014 by the Swiss Federal Council and repealed on 24
June 2015, following the negative outcome of the legislative consultation with Swiss official and private
bodies. Under such a new paying agent-based regime, if enacted, a paying agent in Switzerland may be
required to deduct Swiss withholding tax on any payments or any securing of payments of interest in respect
of a Note for the benefit of the beneficial owner of the payment, unless certain procedures are complied
with to establish that the owner of the Note is not an individual resident in Switzerland.
Swiss Issue Stamp Tax and Swiss Transfer Stamp Tax
The issue of the Notes and their sale and delivery on the Issue Date to their initial Noteholders is not subject
to Swiss federal securities issuance tax (Emissionsabgabe) and Swiss federal securities turnover tax
(Umsatzabgabe) (primary market).
The trading of Notes in the secondary market is subject to Swiss federal securities turnover tax at a rate of
0.15 per cent. of the consideration paid for the Notes traded, however, only if a Swiss securities dealer, as
defined in the Swiss Federal Stamp Tax Act (Bundesgesetz über die Stempelabgaben), is a party or an
intermediary to the transaction and no exemption applies. Where both the seller and the purchaser of the
Notes are not residents of Switzerland or the Principality of Liechtenstein, no Swiss federal stamp securities
turnover tax will apply.
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Document Outline