Bond Barclay PLC 6.625% ( US06738EAB11 ) in USD

Barclay PLC

100 % ⇌

United Kingdom

US06738EAB11 ( in USD )

6.625% per year ( payment 4 times a year)

31/12/2099 - Bond has expired

Prospectus brochure of the bond Barclays PLC US06738EAB11 in USD 6.625%, expired

06738EAB1

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 USD, with the ISIN code US06738EAB11, pays a coupon of 6.625% per year.
The coupons are paid 4 times per year and the Bond maturity is 31/12/2099

As filed with the Securities and Exchange Commission on May 15, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Barclays PLC
(Exact name of registrant as specified in its charter)
ENGLAND
(State or other jurisdiction of incorporation or organization)
N/A
(Translation of Registrant's name into English)
None
(I.R.S. Employer Identification Number)
6029
(Primary Standard Industrial Classification Code Number)
1 Churchill Place
London E14 5HP, United Kingdom
Tel. No: 011-44-20-7116-1000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Barclays Bank PLC
745 Seventh Avenue, New York, New York 10019
Tel. No: 212-526-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John O'Connor
George H. White
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN, United Kingdom
Tel. No: 011-44-20-7959-8900
Approximate date of commencement of proposed sale of the securities to the public: As promptly as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities
Act, check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. `
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. `
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this
transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) `
Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer) `

CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
maximum
maximum
Title of each class of
to be
offering price
aggregate
Amount of
securities to be registered
registered(1)(2)
per security
offering price(1)(2)
registration fee(2)
GBP-denominated 7.00% Fixed Rate
$1,757,107,126
100%
$1,757,107,126
$226,315
Resetting Perpetual Subordinated Contingent
Convertible Securities (Callable 2019 and
Every Five Years Thereafter)
Euro-denominated 6.50% Fixed Rate
$1,918,560,000
100%
$1,918,560,000
$247,111
Resetting Perpetual Subordinated Contingent
Convertible Securities (Callable 2019 and
Every Five Years Thereafter)
U.S. dollar-denominated 6.625% Fixed Rate
$2,814,272,090
100%
$2,814,272,090
$362,478
Resetting Perpetual Subordinated Contingent
Convertible Securities (Callable 2019 and
Every Five Years Thereafter)
Ordinary Shares, nominal value 25p per
share(3)
--
--
--
-- (3)
(1)
The securities being registered hereby are offered in exchange for the securities described in this prospectus. The
registration fee has been computed based on the principal amount of the securities being registered pursuant to
Rule 457 under the Securities Act.
(2)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933. The amount of registration fees for
securities denominated in euros and pounds sterling was calculated on the basis of the most recently available
market exchange rates of 1.00 = $1.3704 and £1.00 = $1.6826, respectively, on May 13, 2014.
(3)
The ordinary shares into which (i) GBP-denominated 7.00% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (Callable 2019 and Every Five Years Thereafter), (ii) Euro-denominated 6.50%
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019 and Every Five
Years Thereafter) and (iii) U.S. dollar-denominated 6.625% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (Callable 2019 and Every Five Years Thereafter) may be converted in certain
circumstances are also registered. Pursuant to Rule 457(i), no separate registration fee is payable where securities
and securities into which conversion is offered are registered at the same time and no additional consideration is
payable upon conversion.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to
delay its effective date until the Registrant shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of
1933, as amended, or until the Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.

an
Subject to completion
until
Preliminary Prospectus, dated May 15, 2014
BARCLAYS PLC
spectus
soliciting
BARCLAYS BANK PLC
pro
not
is
OFFER TO EXCHANGE
this
it
to
nd
GBP-denominated 7.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
a
(Callable 2019 and Every Five Years Thereafter) (ISIN Code XS1068561098) of Barclays PLC for the Sterling T1 Securities
(as defined below) of Barclays Bank PLC
subject
Euro-denominated 6.50% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
securities
(Callable 2019 and Every Five Years Thereafter) (ISIN Code XS1068574828) of Barclays PLC for the Euro T1 Securities
(as defined below) of Barclays Bank PLC
securities
these
U.S. dollar-denominated 6.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
(Callable 2019 and Every Five Years Thereafter) (ISIN Code US06738EAB11 and CUSIP No. 06738EAB1) of Barclays PLC
the
sell
for the Dollar T1 Securities (as defined below) of Barclays Bank PLC
to
plus, in each case, a cash payment for any accrued and unpaid interest or dividends (as the case may be),
issue
offer
plus (if applicable) cash amounts in lieu of any fractional New AT1 Securities (as defined below)
not
an
THE EXCHANGE OFFERS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 12 2014,
may
not
UNLESS EXTENDED BY THE OFFERORS (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION
is
we
DATE"). EXISTING T1 SECURITIES TENDERED PURSUANT TO THE EXCHANGE OFFERS MAY BE WITHDRAWN
AT ANY TIME PRIOR TO THE EXPIRATION DATE. IN ADDITION, IF NOT PREVIOUSLY RETURNED, YOU MAY
and
WITHDRAW EXISTING T1 SECURITIES THAT YOU TENDER THAT ARE NOT ACCEPTED BY US FOR EXCHANGE
AFTER THE EXPIRATION OF 40 BUSINESS DAYS FOLLOWING COMMENCEMENT OF THE EXCHANGE OFFERS.
offers
prospectus
We, or as applicable our wholly-owned subsidiary, Barclays Bank PLC, are offering to exchange:
This
·
GBP-denominated 7.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019
exchange
and Every Five Years Thereafter) to be issued by Barclays PLC (the "Sterling AT1 Securities") for any and all 6% Callable
Perpetual Core Tier One Notes (ISIN Code XS0150052388), 5.3304% Step-up Callable Perpetual Reserve Capital
the
effective.
Instruments (ISIN Code XS0248675364), 6.3688% Step-up Callable Perpetual Reserve Capital Instruments (ISIN Code
is
XS0305103482) and 6.0% Non-Cumulative Callable Preference Shares (ISIN Code XS0222208539) issued by Barclays
Bank PLC (collectively, the "Sterling T1 Securities") (such offer, the "Sterling Exchange Offer");
·
Euro-denominated 6.50% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2019
complete
permitted.
and Every Five Years Thereafter) to be issued by Barclays PLC (the "Euro AT1 Securities") for any and all 4.75% Non-
not
Cumulative Callable Preference Shares (ISIN Code XS0214398199) issued by Barclays Bank PLC (the "Euro T1
Commission
not
Securities") (such offer, the "Euro Exchange Offer"); and
may
is
·
U.S. dollar-denominated 6.625% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable
offer
2019 and Every Five Years Thereafter) to be issued by Barclays PLC (the "Dollar AT1 Securities" and together with the
Exchange
Sterling AT1 Securities and the Euro AT1 Securities, the "New AT1 Securities") for any and all 6.86% Callable Perpetual
offerors
the
Core Tier One Notes (ISIN Code XS0155141830 / US06738CAG42 and CUSIP No. 06738CAG4), 5.926% Step-up
and
Callable Perpetual Reserve Capital Instruments (ISIN Code XS0269453139 / US06739FEY34 and CUSIP
The
No. 06739FEY3), 7.434% Step-up Callable Perpetual Reserve Capital Instruments (ISIN Code XS0322792010 /
where
US06739GAD16 and CUSIP No. 06739GAD1) and 6.278% Non-Cumulative Callable Dollar Preference Shares, Series 1,
evidenced in the form of American Depositary Shares, Series 1 (ISIN Code US06738C8284 and CUSIP No. 06738C828)
change.
Securities
issued by Barclays Bank PLC (collectively, the "Dollar T1 Securities" and together with the Sterling T1 Securities and the
Euro T1 Securities, the "Existing T1 Securities") (such offer, the "Dollar Exchange Offer" and together with the Sterling
may
the
Exchange Offer and the Euro Exchange Offer, the "Exchange Offers" and each an "Exchange Offer"),
jurisdiction
with
as set forth on pages (i) to (iii) of this prospectus under "Exchange Consideration," plus any applicable Cash Payment Amount,
any
plus any cash amounts (if applicable) in lieu of any fractional New AT1 Securities, on the terms and subject to the conditions set forth
in
filed
in this prospectus. "Cash Payment Amount" means an amount in cash equivalent to the accrued and unpaid interest or dividends, as
the case may be, on the relevant Existing T1 Security from (and including) the immediately preceding interest or dividend payment
prospectus
date (each, a "Distribution Date") to (and excluding) the relevant Settlement Date (as defined herein) of an Exchange Offer as part of
this
the consideration under the relevant Exchange Offer and not, for the avoidance of doubt, as a payment of interest or a dividend on the
in
securities
Existing T1 Securities. All of the New AT1 Securities to be issued in the Exchange Offers are to be issued by Barclays PLC.
statement
Each Exchange Offer is subject to the condition that a minimum amount of the corresponding New AT1 Securities are issued
these
(each, a "Minimum New Issue Size") and other conditions set out below under "The Exchange Offers--Conditions of the Exchange
buy
Offers." In particular:
information
to
registration
·
The Sterling Exchange Offer is subject to the condition that a sufficient number of Sterling T1 Securities are validly
tendered and not validly withdrawn by the Expiration Date such that at least £150,000,000 aggregate principal amount of the
The
the
offer
Sterling AT1 Securities will be issued by Barclays PLC;

·
The Euro Exchange Offer is subject to the condition that a sufficient number of Euro T1 Securities are validly tendered and not validly
withdrawn by the Expiration Date such that at least 300,000,000 aggregate principal amount of the Euro AT1 Securities will be issued
by Barclays PLC; and
·
The Dollar Exchange Offer is subject to the condition that a sufficient number of Dollar T1 Securities are validly tendered and not
validly withdrawn by the Expiration Date such that at least $300,000,000 aggregate principal amount of the Dollar AT1 Securities will
be issued by Barclays PLC.
Book-entry interests in the Sterling AT1 Securities will be issued in minimum denominations of £200,000 and in integral multiples of £1,000
in excess thereof. Book-entry interests in the Euro AT1 Securities will be issued in minimum denominations of 200,000 and in integral multiples
of 1,000 in excess thereof. Book-entry interests in the Dollar AT1 Securities will be issued in minimum denominations of $200,000 and in
integral multiples of $1,000 in excess thereof. No fractional New AT1 Securities will be delivered pursuant to the Exchange Offers. Instead, each
tendering holder of Existing T1 Securities who would otherwise be entitled to a fractional New AT1 Security will receive cash in an amount equal
to such fractional entitlement in the currency of the relevant Series of New AT1 Securities.
The New AT1 Securities are expected to be provisionally admitted to trading on the main standard segment of the SIX Swiss Exchange AG
("SIX Swiss Exchange") from the Settlement Date. Application will be made to the SIX Swiss Exchange for listing of the New AT1 Securities.
None of the Offerors, the trustee, the Dealer Managers and the Exchange Agents (each as defined herein) nor any other person makes any
recommendation as to whether you should tender your Existing T1 Securities. You must make your own decision after reading this document and
the documents incorporated by reference herein and consulting with your advisers.
Acquiring the New AT1 Securities in the Exchange Offers involves significant risks. We encourage you to read and carefully
consider this document in its entirety, in particular the risk factors beginning on page 49 of this document and risk factors in "Risk
Review--Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2013, which is incorporated by reference
into this prospectus.
You should reach your own investment decision about the New AT1 Securities only after consultation with your own financial, legal
and tax advisers (as you deem appropriate) about risks associated with participating in the Exchange Offers and with an investment in
the New AT1 Securities and the suitability of participating in the Exchange Offers and investing in the New AT1 Securities in light of the
particular characteristics and terms of the New AT1 Securities, which are complex in structure and operation, and of your particular
financial circumstances. The New AT1 Securities may not be suitable for all investors.
The New AT1 Securities are not deposit liabilities of Barclays PLC or Barclays Bank PLC and are not covered by the U.K. Financial
Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation, the Canada Deposit Insurance
Corporation or any other governmental agency of the United States, the United Kingdom, Canada or any other jurisdiction.
Neither the Securities and Exchange Commission (the "SEC"), any state securities commission nor any other regulatory body has
approved or disapproved of the Exchange Offers or of the securities to be issued in the Exchange Offers or determined if this document is
truthful or complete. Any representation to the contrary is a criminal offense.
The Sole Global Coordinator and Lead Dealer Manager for the Exchange Offers is:
Barclays
The Joint Dealer Managers for the Dollar Exchange Offer are:
BofA Merrill
BBVA
Citigroup
ING
SMBC Nikko
Lynch
The Joint Dealer Managers for the Sterling Exchange Offer and the Euro Exchange Offer are:
UBS
Crédit Agricole
Lloyds
Credit Suisse
Natixis
Swedbank
Investment
CIB
Securities
Bank
The date of this document is
, 2014

Exchange Consideration
(a) Sterling Exchange Offer:
In the Sterling Exchange Offer, we, or as applicable our wholly-owned subsidiary, Barclays Bank, are
offering to exchange any and all of the Sterling T1 Securities listed in the immediately following table for the
Sterling AT1 Securities described in the next following table. For each £1,000 of the Sterling T1 Securities
validly tendered and accepted for exchange, holders of a particular Series will be eligible to receive a principal
amount of the Sterling AT1 Securities set out in the immediately following table under "Exchange Price." For the
avoidance of doubt, the "Exchange Price" column below does not take into account any Cash Payment Amount
due to holders of the Existing T1 Securities. The Cash Payment Amount will be paid to tendering holders, if
applicable, as a separate cash payment.
Exchange Price (per
£1,000 principal
Existing T1
Interest Rate /
First Optional Call
Principal Amount
amount of Sterling
Securities
ISIN
Dividend
Date
Outstanding
T1 Securities)
6% Callable Perpetual Core
XS0150052388 6% to (but excluding)
June 15, 2032
£90,501,000
£1,040 principal
Tier One Notes ("Sterling
June 15, 2032. From
amount of Sterling
6% TONs")
(and including)
AT1 Securities
June 15, 2032, six-
month Sterling LIBOR
plus 0.89% per annum.
5.3304% Step-up Callable
XS0248675364 5.3304% to (but
December 15, 2036
£81,481,000
£960 principal amount
Perpetual Reserve Capital
excluding)
of Sterling AT1
Instruments ("Sterling
December 15, 2036.
Securities
5.3304% RCIs")
From (and including)
December 15, 2036,
three-month Sterling
LIBOR plus 1.985%.
6.3688% Step-up Callable
XS0305103482 6.3688% to (but
December 15, 2019
£94,703,000
£1,050 principal
Perpetual Reserve Capital
excluding)
amount of Sterling
Instruments ("Sterling
December 15, 2019.
AT1 Securities
6.3688% RCIs")
From (and including)
December 15, 2019,
three-month Sterling
LIBOR plus 1.70%.
6.0% Non-Cumulative
XS0222208539 6.0% to (but
December 15, 2017
£750,000,000
£1,030 principal
Callable Preference Shares
excluding)
amount of Sterling
("Sterling 6.0%
December 15, 2017.
AT1 Securities
Preference Shares")
From (and including)
December 15, 2017,
three-month Sterling
LIBOR plus 1.42% per
annum.
Reset Sterling
New AT1
Initial Interest
Interest
Minimum New
Securities
ISIN
Rate
Margin
Conversion Price
First Call Date
Issue Size
Sterling AT1
XS1068561098
7.00%
5.084%
£1.65
September 15, 2019
£150,000,000
Securities
(b) Euro Exchange Offer:
In the Euro Exchange Offer, we are offering to exchange any and all of the Euro T1 Securities listed in the
immediately following table for the Euro AT1 Securities described in the next following table. For each 1,000
of the Euro T1 Securities validly tendered and accepted for exchange, holders of such securities will be eligible
to receive a principal amount of the Euro AT1 Securities set out in the immediately following table under
-i-

"Exchange Price." For the avoidance of doubt, the "Exchange Price" column below does not take into account
any Cash Payment Amount due to holders of the Existing T1 Securities. The Cash Payment Amount will be paid
to tendering holders, if applicable, as a separate cash payment.
Exchange Price (per
1,000 principal
Existing T1
Interest Rate /
First Optional Call
Principal Amount
amount of Euro T1
Securities
ISIN
Dividend
Date
Outstanding
Securities)
4.75% Non-Cumulative
XS0214398199
4.75% to (but
March 15, 2020
1,400,000,000
1,000 principal
Callable Preference Shares
excluding) March 15,
amount of Euro AT1
(referred to herein as the
2020. From (and
Securities
Euro T1 Securities)
including) March 15,
2020, three-month
EURIBOR plus 0.71%
per annum.
New AT1
Initial Interest
Reset Euro
Minimum New
Securities
ISIN
Rate
Interest Margin
Conversion Price
First Call Date
Issue Size
Euro AT1 Securities XS1068574828
6.50%
5.875%
2.02
September 15, 2019
300,000,000
(c) Dollar Exchange Offer:
In the Dollar Exchange Offer, we, or as applicable our wholly-owned subsidiary, Barclays Bank, are offering to
exchange any and all of the Dollar T1 Securities listed in the immediately following table for the Dollar AT1
Securities described in the next following table. For each $1,000 of the Dollar T1 Securities validly tendered and
accepted for exchange, holders of a particular Series will be eligible to receive a principal amount of the Dollar
AT1 Securities set out in the immediately following table under "Exchange Price." For the avoidance of doubt,
the "Exchange Price" column below does not take into account any Cash Payment Amount due to holders of the
Existing T1 Securities. The Cash Payment Amount will be paid to tendering holders, if applicable, as a separate
cash payment.
Exchange Price
(per $1,000
principal amount
Existing T1
First Optional
Principal Amount
of Dollar T1
Securities
ISIN / CUSIP
Interest Rate / Dividend
Call Date
Outstanding
Securities)
6.86% Callable
XS0155141830;
6.86% to (but excluding)
June 15, 2032
$681,013,000
$1,135 principal
Perpetual Core Tier
US06738CAG42 / June 15, 2032. From (and
amount of Dollar
One Notes ("U.S.
06738CAG4
including) June 15, 2032,
AT1 Securities
Dollar 6.86%
six-month U.S. dollar
TONs")
LIBOR plus 1.73% per
annum.
5.926% Step-up
XS0269453139;
5.926% to (but excluding)
December 15, 2016
$533,064,000
$1,090 principal
Callable Perpetual
US06739FEY34 / December 15, 2016. From
amount of Dollar
Reserve Capital
06739FEY3
(and including)
AT1 Securities
Instruments ("U.S.
December 15, 2016, three-
Dollar 5.926%
month U.S. dollar LIBOR
RCIs")
plus 1.75%.
7.434% Step-up
XS0322792010;
7.434% to (but excluding)
December 15, 2017
$346,565,000
$1,155 principal
Callable Perpetual
US06739GAD16 / December 15, 2017. From
amount of Dollar
Reserve Capital
06739GAD1
(and including)
AT1 Securities
Instruments ("U.S.
December 15, 2017, three-
Dollar 7.434%
month U.S. dollar LIBOR
RCIs")
plus 3.17%.
-ii-

Exchange Price
(per $1,000
First
principal amount
Optional
Principal Amount
of Dollar T1
Existing T1 Securities
ISIN / CUSIP
Interest Rate / Dividend
Call Date
Outstanding
Securities)
6.278% Non-Cumulative
US06738C8284
6.278% to (but excluding)
December 15,
$1,000,000,000
$1,060 principal
Callable Dollar Preference
/ 06738C828
December 15, 2034. From
2034
amount of Dollar
Shares, Series 1, evidenced
(and including)
AT1 Securities
in the form of American
December 15, 2034, three-
Depositary Shares, Series
month U.S. dollar LIBOR
1 ("U.S. Dollar 6.278%
plus 1.55% per annum.
Preference Shares")
New AT1
Initial Interest
Reset Dollar
Minimum New
Securities
ISIN / CUSIP
Rate
Interest Margin
Conversion Price
First Call Date
Issue Size
Dollar AT1
US06738EAB11 / 6.625%
5.022%
$2.77
September 15, 2019
$300,000,000
Securities
06738EAB1
Upon the terms and subject to the conditions of the Exchange Offers, we, or as applicable our wholly-owned
subsidiary, Barclays Bank, will accept tenders for any and all Existing T1 Securities and there will be no priority
of acceptance between the different Series of Existing T1 Securities with respect to any Exchange Offer.
-iii-

TABLE OF CONTENTS
Page
IMPORTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
WHERE YOU CAN FIND MORE INFORMATION ABOUT US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
IMPORTANT DATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
SUMMARY CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
THE EXCHANGE OFFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
DESCRIPTION OF THE NEW AT1 SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO THE NEW AT1 SECURITIES . . . . . . . . .
145
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147
COMPARISON OF THE MATERIAL TERMS OF THE PREFERENCE SHARES AND THE NEW AT1
SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151
COMPARISON OF THE MATERIAL TERMS OF THE TIER ONE NOTES AND THE NEW AT1
SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
172
COMPARISON OF THE MATERIAL TERMS OF THE RESERVE CAPITAL INSTRUMENTS AND
THE NEW AT1 SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
193
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215
TRADING IN ORDINARY SHARES AND ADSs BY THE ISSUER AND ITS AFFILIATES . . . . . . . . .
226
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
227
VALIDITY OF THE NEW AT1 SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
229
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
-iv-

IMPORTANT
If you are a beneficial owner of Existing T1 Securities that are held by or registered in the name of a bank,
broker, custodian or other nominee, and you wish to participate in the Exchange Offers, you must promptly
contact your bank, broker, custodian or other nominee to instruct it to tender your Existing T1 Securities, to agree
to the terms of the relevant Exchange Offer and,
·
with respect to the DTC-settled Dollar T1 Securities (as defined below) held through The Depository
Trust Company ("DTC"), to cause the timely transmission of a message (an "Agent's Message") by
DTC on your behalf to Global Bondholder Services Corporation, in its capacity as exchange agent for
the Dollar Exchange Offer (the "Dollar Exchange Agent");
·
with respect to the Euroclear/Clearstream-settled Dollar T1 Securities (as defined below) held through
Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), or Euroclear Bank S.A./N.V.
("Euroclear" and together with DTC and Clearstream, Luxembourg, the "Clearing Systems") to
(a) cause Euroclear or Clearstream, Luxembourg, as the case may be, to block the position in the
Euroclear/Clearstream-settled Dollar T1 Securities in accordance with the procedures of Euroclear or
Clearstream, Luxembourg, as the case may be, and (b) instruct Euroclear or Clearstream, Luxembourg,
as the case may be, to send the Dollar Exchange Agent an electronic message confirming: (i) the direct
participant's tender instruction and (ii) that the position in the Euroclear/Clearstream-settled Dollar T1
Securities being tendered has been blocked from trading pending settlement of the offer, valid
revocation of such tender instruction or termination of the Dollar Exchange Offer; or
·
with respect to the Sterling T1 Securities and Euro T1 Securities held through Euroclear or
Clearstream, Luxembourg to (a) cause Euroclear or Clearstream, Luxembourg, as the case may be, to
block the position in the Sterling T1 Securities and Euro T1 Securities in accordance with the
procedures of Euroclear or Clearstream, Luxembourg, as the case may be, and (b) instruct Euroclear or
Clearstream, Luxembourg, as the case may be, to send Lucid Issuer Services Limited, in its capacity as
the Exchange Agent for the Sterling Exchange Offer and the Euro Exchange Offer (the "Sterling and
Euro Exchange Agent" and together with the Dollar Exchange Agent, the "Exchange Agents") an
electronic message confirming: (i) the direct participant's tender instruction and (ii) that the position in
the Sterling T1 Securities and Euro T1 Securities being tendered has been blocked from trading
pending settlement of the offer, valid revocation of such tender instruction or termination of the
Sterling Exchange Offer and the Euro Exchange Offer.
See "The Exchange Offers--Procedures for Tendering DTC-settled Dollar T1 Securities," "The Exchange
Offers--Procedures for Tendering Euroclear/Clearstream-settled Dollar T1 Securities," and "The Exchange
Offers--Procedures for Tendering Sterling T1 Securities and Euro T1 Securities." You are urged to instruct
your bank, broker, custodian or other nominee at least five Business Days prior to the Expiration Date in
order to allow adequate processing time for your instruction.
The Offerors (as defined below) are not providing for guaranteed delivery procedures and therefore you
must allow sufficient time for the necessary tender procedures to be completed during normal business hours of
DTC, Euroclear and Clearstream, Luxembourg, as applicable, prior to the Expiration Date. Tenders received by
the Exchange Agents after the Expiration Date will be disregarded and of no effect.
We are incorporating by reference into this prospectus important business and financial information that is not
included in or delivered with this prospectus. See "Where You Can Find More Information About Us" below. This
information is available without charge to security holders upon written or oral request. Requests should be directed to:
Barclays Treasury
Barclays PLC
1 Churchill Place
London E14 5HP
United Kingdom
Telephone: 011-44-20-7116-1000
-1-

In order to ensure timely delivery of such documents, security holders must request this information no later
than five Business Days before the date they must make their investment decision. Accordingly, any request for
information should be made by 11:59 p.m., New York City time, on June 5, 2014 to ensure timely delivery of the
documents prior to the Expiration Date.
You should rely only on the information contained in this prospectus. We have not authorized any other
person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not offering the New AT1 Securities in any jurisdiction where the
Exchange Offers are not permitted. You should assume that the information contained in this prospectus is
accurate only as of the date of the applicable document.
See "Risk Factors" beginning on page 50 of this prospectus and the information set forth under "Risk
Review--Risk Factors" in the 2013 Form 20-F (as defined below) for a description of certain factors relating to a
decision to tender your Existing T1 Securities in the Exchange Offers, including information about our business.
Neither we nor our representatives are making any representation to you regarding the legality of participation in
the Exchange Offers by you under applicable investment or similar laws. You should consult with your own
advisers as to legal, tax, business, financial and related aspects of a decision whether to tender your Existing T1
Securities in the Exchange Offers.
The terms of the New AT1 Securities will be substantially different from those of the Existing T1
Securities. In addition to differences in financial terms which include, among others, the interest rate and
payment dates, the terms of the New AT1 Securities differ, among other things, in respect of, the identity of the
obligor, redemption dates, redemption prices and redemption events and in that the New AT1 Securities will be
subject to a loss absorption trigger event based on the Group's capital ratios and the ability of the Issuer to decide
in its sole discretion to cancel any interest payment on the New AT1 Securities. Investors should carefully
consider these differences in addition to those described under "Comparison of the Material Terms of the
Preference Shares and the New AT1 Securities," "Comparison of the Material Terms of the Tier One Notes and
the New AT1 Securities" and "Comparison of the Material Terms of the Reserve Capital Instruments and the New
AT1 Securities" in deciding whether to tender Existing T1 Securities for exchange in connection with the
Exchange Offers. See also "Risk Factors--Risks Related to the Exchange Offers--There are significant
differences between the Existing T1 Securities and the New AT1 Securities."
The New AT1 Securities are perpetual and have no fixed maturity or fixed redemption date. Interest
on the New AT1 Securities will be due and payable only at our sole discretion, and we may cancel (in
whole or in part) any interest payment at any time. As a result, we are not required to make any payment
of the principal amount of the New AT1 Securities at any time prior to our winding-up or administration
and you may not receive interest on any interest payment date.
In addition, by its acquisition of the New AT1 Securities, each holder of such securities also acknowledges,
agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power (as defined herein) by the relevant
U.K. resolution authority (as defined herein) that may result in the cancellation of all, or a portion, of the
principal amount of, or interest on, the New AT1 Securities and/or the conversion of all, or a portion, of the
principal amount of, or interest on, the New AT1 Securities into shares or other securities or other obligations of
the Issuer or another person, including by means of a variation to the terms of the New AT1 Securities, in each
case, to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. See
"Description of the New AT1 Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power."
You should reach your own investment decision about the New AT1 Securities only after consultation with
your own financial, legal and tax advisers (as you deem appropriate) about risks associated with participating in
the Exchange Offers and with an investment in the New AT1 Securities and the suitability of participating in the
Exchange Offers and investing in the New AT1 Securities in light of the particular characteristics and terms of
the New AT1 Securities, which are complex in structure and operation, and of your particular financial
-2-