Bond Barclay PLC 5.875% ( XS1658012023 ) in GBP

Issuer Barclay PLC
Market price refresh price now   100 %  ⇌ 
Country  United Kingdom
ISIN code  XS1658012023 ( in GBP )
Interest rate 5.875% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond Barclays PLC XS1658012023 en GBP 5.875%, maturity Perpetual


Minimal amount /
Total amount /
Next Coupon 15/06/2025 ( In 22 days )
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 GBP, with the ISIN code XS1658012023, pays a coupon of 5.875% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual








8 August 2017
IMPORTANT NOTICE
Dear Sirs
Proposed offering of £1,250,000,000 5.875 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (Callable 2024 and Every Five Years Thereafter) (the
"Securities") issued by Barclays PLC (the "Issuer")
The Issuer is proposing to undertake an offering (the "Offer") of the Securities on the terms set out in an
offering circular dated 8 August 2017 (the "Offering Circular") which is being sent to you with this
letter. This letter contains important information relating to restrictions with respect to the offer and sale
of the Securities (including pursuant to the PI Rules (as defined below)) to retail investors.
Restrictions on marketing and sales of the Securities to retail investors
The Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which
took effect from 1 October 2015 (the "PI Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):
(i) certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Securities, must not be sold to retail clients in the EEA; and (ii) there must not be any
communication or approval of an invitation or inducement to participate in, acquire or underwrite such
securities (or any beneficial interests in such securities) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case,
within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the
PI Rules.
Barclays Bank PLC and the other managers (and/or their respective affiliates) (the "Managers") are
required to comply with the PI Rules. By purchasing, or making or accepting an offer to purchase, any
Securities (or a beneficial interest in such Securities) from the Issuer and/or the Managers, you represent,
warrant, agree with and undertake to the Issuer and each of the Managers that:
(i)
you are not a retail client in the EEA (as defined in the PI Rules);
(ii)
whether or not you are subject to the PI Rules, you will not:
(a)
sell or offer the Securities (or any beneficial interests therein) to retail clients in the EEA;
or
(b)
communicate (including the distribution of the Offering Circular) or approve any
invitation or inducement to participate in, acquire or underwrite the Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or
disseminated in such a way that it is likely to be received by a retail client in the EEA (in
each case, within the meaning of the PI Rules), other than (i) in relation to any sale of or
offer to sell Securities (or any beneficial interests therein) to a retail client in or resident
in the United Kingdom, in circumstances that do not and will not give rise to a
contravention of the PI Rules by any person and/or (ii) in relation to any sale of or offer
to sell Securities (or any beneficial interests therein) to a retail client in any EEA
member state other than the United Kingdom, where (a) you have conducted an
assessment and concluded that the relevant retail client understands the risks of an
investment in the Securities (or any beneficial interests therein) and are able to bear the
potential losses involved in an investment in the Securities (or any beneficial interests
therein) and (b) you have at all times acted in relation to such sale or offer in compliance
with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to the







extent it applies to you or, to the extent MiFID does not apply to you, in a manner which
would be in compliance with MiFID if it were to apply to you; and
(iii)
you will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale
of the Securities (or any beneficial interests therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Potential investors should inform themselves of, and comply with, any applicable laws, regulations or
regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein),
including the PI Rules.
Where you are acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making
or accepting an offer to purchase, any Securities (or any beneficial interests therein), the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both you
as agent and your underlying client(s).
You acknowledge that each of the Issuer and the Managers will rely upon the truth and accuracy of the
representations, warranties, agreements and undertakings set forth herein and are entitled to rely upon this
letter and are irrevocably authorised to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby. This
letter is additional to, and shall not replace, the obligations set out in any pre-existing general engagement
terms entered into between you and any one of the Managers relating to the matters set out herein.
Capitalised but undefined terms used in this letter shall have the meaning given to them in the Offering
Circular.
This document is not an offer to sell or an invitation to buy any Securities.
Your offer or agreement to buy any Securities will constitute your acceptance of the terms of this letter
and your confirmation that the representations and warranties made by you pursuant to this letter are
accurate.
This letter and any non-contractual obligations arising out of or in connection with it are governed by
English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this letter (including a dispute relating to the existence or validity of this letter or any
non-contractual obligations arising out of or in connection with this letter) or the consequences of its
nullity.
Should you require any further information, please do contact us.
Yours faithfully

BARCLAYS BANK PLC
and the other Managers
cc: Barclays
PLC







THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO PERSONS WHO ARE NOT U.S.
PERSONS AND WHO ARE LOCATED OUTSIDE OF THE UNITED STATES.
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"), or
Barclays Bank PLC (the "Bookrunner"), ABN AMRO Bank N.V., Banco Santander, S.A., Deutsche
Bank AG, London Branch, ING Bank N.V., Lloyds Bank plc, Natixis, Nordea Bank AB (publ), SMBC
Nikko Capital Markets Limited, Standard Chartered Bank, UniCredit Bank AG and Wells Fargo
Securities, LLC (together, the "Joint Lead Managers") and Credit Suisse Securities (Europe) Limited,
Danske Bank A/S, MUFG Securities EMEA plc, Nomura International plc and Swedbank AB (publ)
(together, the "Co-Lead Managers" and, together with the Bookrunner and the Joint Lead Managers, the
"Managers") as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE 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 UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (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.
The securities referred to in the Offering Circular are not intended to be sold and should not be sold to
retail clients in the European Economic Area, as defined in the rules set out in the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or
replaced from time to time, other than in circumstances that do not and will not give rise to a
contravention of those rules by any person. Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" on pages 1-2 of the Offering Circular for further
information.
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 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 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 Manager or any affiliate of a Manager is a
licensed broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by such
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 only directed at (i) persons who are outside the
United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (iii) high net worth
entities falling within Article 49(2)(a) to (d) of the Order; or (iv) other persons to whom it may lawfully
be communicated (all such persons in (i), (ii), (iii) and (iv) above together 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. Any person
who is not a relevant person should not act or rely on the Offering Circular or any of its contents.
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 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 Managers.









OFFERING CIRCULAR DATED 8 AUGUST 2017

BARCLAYS PLC
(incorporated with limited liability in England and Wales)
£1,250,000,000 5.875 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
(Callable 2024 and Every Five Years Thereafter)
Barclays PLC (the "Issuer") is issuing £1,250,000,000 aggregate principal amount of 5.875 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2024 and Every Five Years Thereafter)
(the "Securities") at an issue price of 100.000 per cent.
From (and including) the date of issuance to (but excluding) 15 September 2024 (such date and each fifth anniversary
date thereafter being a "Reset Date"), the interest rate on the Securities will be 5.875 per cent. per annum. From (and
including) each Reset Date to (but excluding) the next following Reset Date, the applicable per annum interest rate
will be equal to the sum of the applicable Mid-Market Swap Rate (as defined herein) on the relevant Reset
Determination Date (as defined herein) and 4.910 per cent. The interest rate following any Reset Date may be less
than the initial interest rate and/or the interest rate that applies immediately prior to such Reset Date. Subject
to the conditions set out herein, interest, if any, will be payable quarterly in arrear on 15 March, 15 June, 15
September and 15 December of each year (each, an "Interest Payment Date"), commencing on 15 December 2017.
A payment made on 15 December 2017, if any, would be in respect of the period from (and including) 10 August
2017 to (but excluding) 15 December 2017 (and thus a long first interest period).
Interest on the Securities will be due and payable only at the sole discretion of the Issuer, and the Issuer shall
have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest
payment that would otherwise be payable on any Interest Payment Date. In certain circumstances, the Issuer
shall be restricted from making an interest payment (in whole or in part) on the Securities on an Interest
Payment Date and the interest payable in respect of any such Interest Payment Date shall be deemed cancelled
(in whole or in part) and therefore not due and payable. Interest will only be due and payable on an Interest
Payment Date to the extent it is not cancelled or deemed cancelled in accordance with the terms of the
Securities.
The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result of the fact that
the Securities are perpetual securities and that interest on the Securities will be due and payable only at the
Issuer's sole discretion and that the Issuer may cancel (in whole or in part) any interest payment at any time,
the Issuer is not required to make any payment of the principal amount of the Securities at any time prior to
its winding-up or administration and Holders (as defined herein) may not receive interest on any Interest
Payment Date.
The rights and claims of the Holders will be subordinated to the claims of Senior Creditors (as defined herein).
Subject to certain conditions, the Issuer may, at its option, redeem the Securities, in whole but not in part, on any
Reset Date (or at any time in the event of a change in certain U.K. regulatory capital requirements or upon the
occurrence of certain tax events as described herein) at 100 per cent. of their principal amount, together with any
accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described herein) to (but
excluding) the date fixed for redemption.
If a Capital Adequacy Trigger Event (as defined herein) occurs, then an Automatic Conversion (as defined
herein) will occur on the Conversion Date (as defined herein), at which point all of the Issuer's obligations
under the Securities (other than certain Issuer obligations in connection with the Conversion Shares Offer (as
defined herein), if any, which are referred to herein as the CSO Obligations) shall be irrevocably and
automatically released in consideration of the Issuer's issuance of the Conversion Shares (as defined herein) to
the Conversion Shares Depository (as defined herein) (or other relevant recipient as set out herein), and under
no circumstances shall such released obligations be reinstated. The Conversion Shares shall initially be
registered in the name of the Conversion Shares Depository (which shall hold the Conversion Shares on behalf
of the Holders or the relevant recipient in accordance with the terms of Securities). The Issuer may elect, in its
sole and absolute discretion, that a Conversion Shares Offer be made by the Conversion Shares Depository to
all or some of the then existing shareholders of the Issuer. The realisable value of any Conversion Shares
received by a Holder following an Automatic Conversion may be significantly less than the Conversion Price
(as defined herein) of £1.65 initially, and Holders could lose all or part of their investment in the Securities as a
result of the Automatic Conversion.
Following an Automatic Conversion, the Securities shall remain in existence until the applicable Cancellation Date
(as defined herein) for the sole purpose of evidencing (a) the Holder's right to receive Conversion Shares or








Conversion Shares Offer Consideration (as defined herein), as applicable, from the Conversion Shares Depository
and (b) the Issuer's CSO Obligations, if any.
Application has been made for the Securities to be provisionally admitted to trading on the main standard of the SIX
Swiss Exchange AG ("SIX Swiss Exchange") from 10 August 2017. Application will be made to the SIX Swiss
Exchange for listing of the Securities. The Securities are a new issue of securities and have no established trading
market. There can be no assurance that an active trading market in the Securities will develop, and any trading market
that does develop may not be liquid. All notices regarding the Securities shall be published by Niederer Kraft & Frey
AG on behalf of the Issuer (i) on the internet site of SIX Swiss Exchange (where notices are currently published
under the address https://www.six-exchange-regulation.com/en/home/publications/official-notices.html) or (ii)
otherwise in accordance with the regulations of the SIX Swiss Exchange.
The Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules
set out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015,
as amended or replaced from time to time, other than in circumstances that do not and will not give rise to a
contravention of those rules by any person. Prospective investors are referred to the section headed "- Restrictions on
marketing and sales to retail investors" on pages 1-2 of this Offering Circular for further information.
This Offering Circular does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended and, in
accordance with such Directive, no prospectus is required in connection with the issuance of the Securities.
The Securities have not been, and will not be, registered under the United States Securities Act of 1933 (the
"Securities Act") and are subject to United States tax law requirements. The Securities are being offered outside the
United States by the Managers (as defined in "Subscription and Sale") in accordance with Regulation S under the
Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
The Securities will be in registered form in denominations of £200,000 and integral multiples of £1,000 in excess
thereof. The Securities will be represented by a global certificate deposited with a common depositary for
Clearstream Banking, S.A. ("Clearstream, Luxembourg") and/or Euroclear Bank SA/NV ("Euroclear" and,
together with Clearstream, Luxembourg, the "Clearing Systems") and registered in the name of such depositary or
its nominee. Beneficial interests in the Securities will be held through Clearstream, Luxembourg and/or Euroclear and
their respective direct and indirect participants, and such direct and indirect participants will record beneficial
interests on their books. The Issuer will not issue individual certificates in respect of the Securities except in limited
circumstances set out in "Forms of the Securities" below. Settlement of the Securities will occur through the Clearing
Systems against payment for value on 10 August 2017.
The Securities are expected on issue to be rated B+ by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's"), BB+ by Fitch Ratings Ltd. ("Fitch") and Ba2 by Moody's Investors Service Ltd.
("Moody's"). Each of Standard & Poor's, Fitch and Moody's is established in the European Union and registered
under Regulation (EC) No 1060/2009, as amended. A security rating is not a recommendation to buy, sell or hold
Securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Investing in the Securities involves significant risks. For more information, see the section entitled "Risk Factors",
and the information included and incorporated by reference in this Offering Circular for a discussion of the factors
investors should carefully consider before deciding to invest in the Securities.
Investors should reach their own investment decision about the Securities only after consultation with their
own financial and legal advisers about risks associated with an investment in the Securities and the suitability
of investing in the Securities in light of the particular characteristics and terms of the Securities, which are
complex in structure and operation, and in light of each investor's particular financial circumstances.
Sole Structuring Adviser and Sole Bookrunner
Barclays
Joint Lead Managers
ABN AMRO
Deutsche Bank
ING
Lloyds Bank
Natixis
Nordea
Santander
SMBC Nikko
Standard Chartered Bank
UniCredit Bank
Wells Fargo Securities













Co-Lead Managers

Credit Suisse
Danske Bank
MUFG
Nomura Swedbank







CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
OVERVIEW ................................................................................................................................................. 4
RISK FACTORS ........................................................................................................................................ 14
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 37
TERMS AND CONDITIONS OF THE SECURITIES ............................................................................. 38
DESCRIPTION OF ORDINARY SHARES .............................................................................................. 75
FORM OF THE SECURITIES .................................................................................................................. 77
USE OF PROCEEDS ................................................................................................................................. 79
DESCRIPTION OF THE ISSUER AND THE GROUP ............................................................................ 80
UNITED KINGDOM TAXATION ........................................................................................................... 83
SWITZERLAND TAXATION .................................................................................................................. 85
OTHER TAX CONSIDERATIONS .......................................................................................................... 87
SUBSCRIPTION AND SALE ................................................................................................................... 88
GENERAL INFORMATION .................................................................................................................... 90







IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Offering Circular and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Offering
Circular, to the best of the Issuer's knowledge, is in accordance with the facts and contains no omission
likely to affect its import.
This Offering Circular must be read and construed with any information incorporated by reference herein
(see "Information Incorporated by Reference" below).
The Issuer has confirmed to the Managers (as defined in "Subscription and Sale" below) that this
Offering Circular contains all information which is (in the context of the issue, offering and sale of the
Securities) material with regard to the Issuer and its subsidiaries, such information is true and accurate in
all material respects and is not misleading in any material respect and does not omit to state any other fact
required to be stated herein or the omission of which would make any information contained herein
misleading in any material respect and all reasonable enquiries have been made to ascertain such facts
and to verify the accuracy of all such information.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer, the Group (as defined below) or the Securities other than as contained in this Offering Circular or
as approved for such purpose by the Issuer. Any such representation or information should not be relied
upon as having been authorised by the Issuer or the Managers.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this
Offering Circular and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Offering Circular. Neither the
delivery of this Offering Circular nor the offering, sale or delivery of any Security shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the Issuer's or Group's condition (financial or otherwise) since the
date of this Offering Circular.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, any
Securities.
The distribution of this Offering Circular and the offering, sale and delivery of Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and by the Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Securities and on
distribution of this Offering Circular and other offering material relating to the Securities, see
"Subscription and Sale".
Restrictions on marketing and sales to retail investors
The Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which
took effect from 1 October 2015 (the "PI Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"),
(i) certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Securities, must not be sold to retail clients in the EEA and (ii) there must not be any
communication or approval of an invitation or inducement to participate in, acquire or underwrite such
securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to
or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case,
within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the
PI Rules.
The Managers (and/or their respective affiliates) are required to comply with the PI Rules. By purchasing,
or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities)

- 1 -





from the Issuer and/or the Managers, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Managers that:
1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not (A) sell or offer the Securities (or any
beneficial interests therein) to retail clients in the EEA or (B) communicate (including the
distribution of this Offering Circular) or approve an invitation or inducement to participate in,
acquire or underwrite the Securities (or any beneficial interests therein) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be received by a
retail client in the EEA (in each case within the meaning of the PI Rules), in any such case other
than (i) in relation to any sale of or offer to sell Securities (or any beneficial interests therein) to a
retail client in or resident in the United Kingdom, in circumstances that do not and will not give
rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale of or offer
to sell Securities (or any beneficial interests therein) to a retail client in any EEA member state
other than the United Kingdom, where (a) it has conducted an assessment and concluded that the
relevant retail client understands the risks of an investment in the Securities (or any beneficial
interests therein) and is able to bear the potential losses involved in an investment in the
Securities (or any beneficial interests therein) and (b) it has at all times acted in relation to such
sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC)
("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner
which would be in compliance with MiFID if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Securities (or any beneficial interests therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/or
the Managers, the foregoing representations, warranties, agreements and undertakings will be given by
and be binding upon both the agent and its underlying client.
The Securities are complex financial instruments and such instruments may be purchased by investors as
a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. Each potential investor in the Securities should determine the suitability of such
investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the
merits and risks of investing in the Securities and the information contained or incorporated by
reference in this Offering Circular;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact the Securities will
have on its overall investment portfolio;
(iii)
understand thoroughly the terms of the Securities, such as the provisions governing an Automatic
Conversion (including, in particular, the circumstances under which a Capital Adequacy Trigger
Event may occur) and the situations in which interest payments may be cancelled or deemed
cancelled; and
(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent: (i) Securities are legal investments for it; (ii) Securities can be used
as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of

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