Bond Barclay PLC 4.836% ( US06738EAW57 ) in USD

Barclay PLC

98.712 % ▼

United Kingdom

US06738EAW57 ( in USD )

4.836% per year ( payment 2 times a year)

09/05/2028

Prospectus brochure of the bond Barclays PLC US06738EAW57 en USD 4.836%, maturity 09/05/2028

200 000 USD

2 000 000 000 USD

06738EAW5

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

09/05/2025 ( In 6 days )

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 US06738EAW57, pays a coupon of 4.836% per year.
The coupons are paid 2 times per year and the Bond maturity is 09/05/2028

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAW57, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAW57, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Filed pursuant to Rule 424(b)(2)
Registration statement No. 333-216377
Prospectus Supplement to Prospectus dated March 1, 2017
US$2,000,000,000 4.836% Fixed Rate Subordinated Notes due 2028
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $2,000,000,000 aggregate principal amount of 4.836% Fixed Rate Subordinated Notes due 2028 (the "notes").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 4.836% per annum. Interest will be payable semi-annually in arrear on May 9 and November 9 in each year, commencing
on November 9, 2017.
The notes will constitute our direct, unsecured and subordinated obligations ranking pari passu without any preference among themselves.
We may, at our option, redeem the notes then outstanding, in whole but not in part, on May 7, 2027 at an amount equal to 100% of their principal amount together with, accrued but unpaid interest, if any, on
the principal amount of the notes to be redeemed to (but excluding) such redemption date, as further described in this prospectus supplement under "Description of the Subordinated Notes--Optional
Redemption." We may also, at our option, redeem the notes, in whole but not in part, at any time at an amount equal to 100% of their principal 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, in the event of a change in certain U.K. regulatory capital requirements as described in this prospectus supplement under
"Description of Subordinated Notes--Regulatory Event Redemption." We may also, at our option, at any time, redeem the notes, in whole but not in part, 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) the redemption date, upon the occurrence of certain tax events
described in this prospectus supplement under "Description of the Subordinated Notes--Tax Redemption." Any redemption or repurchase of the notes is subject to the provisions described in this prospectus
supplement under "Description of Subordinated Notes--Condition to Redemption" and "Description of Subordinated Notes--Conditions to Repurchase."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbol "BCS28A."
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the notes, by acquiring the notes, each holder and beneficial owner of the
notes acknowledges, accepts, 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 (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the notes; (ii) the conversion of all, or a portion of, the principal amount of, or interest on,
the 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 the notes of such shares, securities or
obligations); and/or (iii) the amendment or alteration of the maturity of the notes, or amendment of the amount of interest due on the 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 the notes solely to give effect to the exercise by the
Relevant U.K. Resolution Authority of such U.K. Bail-in Power. Each holder or beneficial owner of the notes further acknowledges and agrees that the rights of the holders or beneficial owners of
the 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. For the avoidance of doubt, this
consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the notes 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 these purposes, 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 and resolution 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), 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).
By its acquisition of the notes, each holder and beneficial owner of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, 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. For more
information, see the section entitled "Description of Subordinated Notes--Agreement with Respect to Exercise of U.K. Bail-in Power" in this prospectus supplement.
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-16 of this prospectus supplement and
risk factors in "Risk Review--Material existing and emerging risks" on pages 88-96 of our Annual Report on Form 20-F for the year ended December 31, 2016, which is incorporated by reference herein,
and the other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of the factors you should carefully consider before
deciding to invest in the notes.
Neither the U.S. Securities and 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 by the U.S. Federal Deposit Insurance Corporation or any
other governmental agency of the United States, the United Kingdom or any other jurisdiction.
Proceeds, before
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays PLC
Per note
100% 0.450% 99.550%
Total
$2,000,000,000
$ 9,000,000
$1,991,000,000
(1)
Plus accrued interest, if any, from and including May 9, 2017.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC"), on or about May 9, 2017. Beneficial interests in the notes
will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and
Euroclear Bank S.A./N.V. ("Euroclear").
Global Coordinator
Barclays
ANZ Securities
BBVA
BNY Mellon Capital Markets,
CIBC Capital Markets
LLC
Commonwealth Bank of Australia
Drexel Hamilton
Mischler Financial
Natixis
Group, Inc.
Nomura
PNC Capital Markets LLC
Santander
Scotiabank

SMBC Nikko
Standard Chartered Bank
SunTrust Robinson Humphrey
Swedbank
The Williams Capital Group, L.P.
US Bancorp
Prospectus Supplement dated May 2, 2017

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
Number
Forward-Looking Statements
S-2
Incorporation of Documents by Reference
S-4
Certain Definitions
S-4
Summary
S-6
Risk Factors
S-16
Use of Proceeds
S-24
Description of Subordinated Notes
S-25
U.S. Federal Income Tax Considerations
S-36
United Kingdom Tax Considerations
S-37
Underwriting
S-38
Validity of Notes
S-42
PROSPECTUS
Forward-Looking Statements
1
Incorporation of Certain Documents by Reference
3
Certain Definitions
4
The Barclays Group
5
Use of Proceeds
5
Description of Debt Securities
6
Description of Contingent Convertible Securities
23
Description of Ordinary Shares
41
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities
43
Clearance and Settlement
46
Tax Considerations
51
Plan of Distribution
71
Service of Process and Enforcement of Liabilities
75
Where You Can Find More Information
75
Further Information
75
Validity of Securities
75
Experts
77
Expenses of Issuance and Distribution
78
S-1

FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain forward-looking statements
within the meaning 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 (as defined 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 the forward-looking statements. These 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 the Group's future financial position, income growth, assets, impairment charges, provisions, notable
items, business strategy, structural reform, capital, leverage and other regulatory ratios, payment of dividends (including dividend
pay-out ratios and expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or
savings, original and revised commitments and targets in connection with the strategic cost programme and the group strategy update as
announced by Barclays PLC on March 1, 2016, run down of assets and businesses within Barclays Non-Core (as such unit is defined on
page 450 of our Annual Report on Form 20-F for the fiscal year ended December 31, 2016, filed with the U.S. Securities Exchange
Commission (the "SEC") on February 23, 2017 (the "2016 Form 20-F")), sell down of the Group's interest in Barclays Africa Group
Limited, estimates of capital expenditures and plans and objectives for future operations, projected employee numbers and other
statements that are not historical fact. By their nature, forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. These may be affected by changes in legislation, the development of standards and interpretations
under International Financial Reporting Standards ("IFRS"), evolving practices with regard to the interpretation and application of
accounting and regulatory standards, the outcome of current and future legal proceedings and regulatory investigations, future levels of
conduct provisions, future levels of notable items, the policies and actions of governmental and regulatory authorities, geopolitical risks
and the impact of competition. In addition, factors including (but not limited to) the following may have an effect: capital, leverage and
other regulatory rules (including with regard to the future structure of the Group) applicable to past, current and future periods; United
Kingdom ("U.K."), United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued
volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange rates; effects of changes in
valuation of credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of
any entities within the Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the
implications of the exercise by the U.K. of Article 50 of the Treaty of Lisbon and the disruption that may result in the U.K. and globally
from the withdrawal of the U.K. from the European Union; the implementation of the strategic cost programme; and the success of
future acquisitions, disposals and other strategic transactions. A number of these influences and factors are beyond the Group's control.
As a result, the Group's actual future results, dividend payments and capital and leverage ratios may differ materially from the plans,
goals, expectations and guidance set forth in the Group's forward-looking statements. 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 reference herein. 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 SEC including in the 2016 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.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they
are made and it should not be assumed that they have been revised or updated in the light of new information or future events. Except as
required by the PRA (as defined below), the Financial Conduct Authority (the "FCA"), the London Stock Exchange plc (the "LSE") or
applicable law, Barclays expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-
looking
S-2

statements contained in this prospectus supplement or in the documents incorporated by reference herein to reflect any change in
Barclays' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The reader should, however, consult any additional disclosures that Barclays has made or may make in documents it has published or
may publish via the Regulatory News Service of the LSE and/or has filed or may file with the SEC.
S-3

INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-216377) 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. You should 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
registration statement 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 disclose
important 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 documents we incorporate by
reference in this prospectus supplement and the accompanying prospectus, we refer you to "Incorporation of Certain Documents by
Reference" on page 3 of the accompanying prospectus. In particular, we refer you to the 2016 Form 20-F for a discussion of our audited
results of operations and financial condition as of, and for the year ended, December 31, 2016, and our Current Reports on Form 6-K
filed on April 10, 2017 (Film No. 17752705) and on April 28, 2017 (Film No. 17792289), which are incorporated by reference into this
prospectus supplement.
In addition to the documents listed in the accompanying 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 the SEC 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, a copy 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, United Kingdom (telephone: 011-44-20-7116-1000).
CERTAIN DEFINITIONS
For purposes of this prospectus supplement:
·
"we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless the context requires
otherwise;
·
"Barclays Bank" refers to Barclays Bank PLC (or any successor entity);
·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;
·
"US IHC" refers to the US intermediate holding company.
·
"The Depository Trust Company" or "DTC" shall include any successor clearing system;
·
"PRA" shall mean the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the
United Kingdom (or if Barclays PLC becomes domiciled in a jurisdiction other than the United Kingdom, such other
jurisdiction) having primary responsibility for the prudential supervision of Barclays PLC;
·
"Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelines and policies relating to
capital adequacy and/or minimum requirement for own funds and eligible
S-4

liabilities and/or loss absorbing capacity of 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 we may be organized or
domiciled) and applicable to the Group including, as at the date hereof, CRD IV and related technical standards;
·
"CRD IV" consists of Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms, as the same may be amended or replaced from time to time and the CRD IV
Regulation;
·
"CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and
investment firms of the European Parliament and of the Council of June 26, 2013, as the same may be amended or replaced
from time to time;
·
"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;
·
"sterling" shall refer to the lawful currency for the time being of the United Kingdom;
·
"US$," "$" and "U.S. dollars" shall refer to the lawful currency for the time being of the United States; and
·
"Moody's" refers to Moody's Investors Service Ltd., "Standard & Poor's" refers to Standard & Poor's Credit Market
Services Europe Limited, and "Fitch" refers to Fitch Ratings Limited.
S-5

SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with,
the remainder of 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
documents incorporated by reference therein, as a whole. Words and expressions defined in "Description of Subordinated Notes"
below shall have the same meanings in this summary.
General
The Issuer
Barclays PLC
The Group is a transatlantic consumer, corporate and investment bank offering
products and services across personal, corporate and investment banking, credit
cards and wealth management, with a strong presence in the Group's two home
markets of the U.K. and the U.S. The Group is focused on two core
divisions--Barclays UK and Barclays International. Barclays UK comprises the
U.K. retail banking operations, U.K. consumer credit card business, U.K. wealth
management business and corporate banking for smaller businesses. Barclays
International comprises the corporate banking franchise, the Investment Bank, the
U.S. and international cards business and international wealth management.
Assets which do not fit the Group's strategic objectives will continue to be
managed in Barclays Non-Core and designated for exit or run-down over time.
The Securities We Are Offering
We are offering $2,000,000,000 aggregate principal amount of 4.836% Fixed
Rate Subordinated Notes due 2028.
Issue Date
May 9, 2017
Maturity Date
We will repay the notes at 100% of their principal amount plus accrued interest
on May 9, 2028.
Interest Rate
The notes will bear interest at a rate of 4.836% per annum.
Interest Payment Dates
Every May 9 and November 9 in each year, commencing on November 9, 2017
and ending on the Maturity Date; provided that if any scheduled Interest Payment
Date is not a Business Day (as defined below), the Interest Payment Date will be
postponed to the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after the scheduled Interest Payment Date.
If the 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 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 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 redemption date on the notes called for redemption.
S-6

Regular Record Dates
The Business Day immediately preceding each Interest Payment Date (or, if the
notes are held in definitive form, the 15th Business Day preceding each Interest
Payment Date).
Day Count
30/360, Following, Unadjusted
Ranking
The notes will constitute our direct, unsecured and subordinated obligations
ranking pari passu without any preference among themselves.
In the event of our winding up or administration, the claims of the Trustee (on
behalf of the holders of the notes but not the rights and claims of the Trustee in its
personal capacity under the Indenture (as defined below) and the holders of the
notes against us, in respect of such notes (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 creditors of the Issuer which in
each case by law rank, or by their terms are expressed to rank, pari passu
with the notes; and
(iii) rank senior to the Issuer's ordinary shares, preference shares and any junior
subordinated obligations (including Junior Obligations) or other securities
which in each case either by law rank, or by their terms are expressed to
rank, junior to the notes.
"Senior Creditors" means creditors of the Issuer (i) who are unsubordinated
creditors; or (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 notes or (y) those whose claims
are in respect of Parity Obligations or Junior Obligations.
"Parity Obligations" means the obligations of the Issuer (as issuer or borrower, as
the case may be) in respect of the 4.375% Fixed Rate Subordinated Notes 2024,
the 2.625% Fixed Rate Subordinated Callable Notes 2025 and the 5.20% Fixed
Rate Subordinated Notes due 2026 of the Issuer for the time being outstanding
and any other obligations of the Issuer which rank or are expressed to rank pari
passu with any of such obligations.
"Junior Obligations" means the obligations of the Issuer (as issuer or borrower, as
the case may be) in respect of the 8.25% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 8.00% Fixed Rate Resetting
Perpetual Subordinated Contingent Convertible Securities, the 7.00% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities, the 6.625%
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities,
the 6.50% Fixed Rate Resetting Perpetual Subordinated
S-7

Contingent Convertible Securities, the sterling-denominated 7.875% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities, the U.S.
dollar-denominated 7.875% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities and the 7.250% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, for the time being outstanding
and any other obligations of the Issuer which rank or are expressed to rank pari
passu with any of such obligations.
In the event of our winding-up or liquidation, if any amount in respect of the
notes is paid to the holders of such notes or to the Trustee (including any
damages or other amounts (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 connection with the Indenture and the acceptance or administration of
the trust or trusts under the Indenture; (ii) in payment of all claims of Senior
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 notes issued under the Indenture. By accepting the notes, each
holder agrees to be bound by the Indenture's subordination provisions and
irrevocably authorizes the Issuer's liquidator to perform on behalf of the holder
the above subordination trust.
In addition, see "Risk Factors--The Issuer is a holding company, which means
that the Issuer's right to participate in the assets of any of its subsidiaries
(including those of Barclays Bank, the group service company, the US IHC and
the UK ring-fenced bank) upon the liquidation of such subsidiaries, and the
extent to which the Issuer suffers losses if it or any of its subsidiaries (including
Barclays Bank, the group service company, the US IHC and the UK ring-fenced
bank) 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 Set-off
Subject to applicable law, no holder of notes may exercise, claim or plead any
right of set-off, compensation or retention 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 note, be deemed to have
waived all such rights of set-off, compensation or retention. 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,
such holder 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 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
S-8