Bond Barclay PLC 3.75% ( XS1722863054 ) in SGD

Barclay PLC

100 % ▼

United Kingdom

XS1722863054 ( in SGD )

3.75% per year ( payment 2 times a year)

22/05/2030

Prospectus brochure of the bond Barclays PLC XS1722863054 en SGD 3.75%, maturity 22/05/2030

250 000 SGD

200 000 000 SGD

23/05/2025 ( In 20 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 SGD, with the ISIN code XS1722863054, pays a coupon of 3.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 22/05/2030

Drawdown Prospectus dated 21 November 2017

BARCLAYS PLC
(incorporated with limited liability in England and Wales)

Issue of SGD 200,000,000 3.750 per cent. Fixed Rate Resetting Subordinated
Callable Notes due 2030
Issue Price: 100 per cent.
issued pursuant to the £60,000,000,000 Debt Issuance Programme of Barclays PLC and Barclays
Bank PLC (the "Programme")
This drawdown prospectus (the "Prospectus") (which must, unless otherwise expressly set out herein, be read and
construed as one document in conjunction with all documents incorporated by reference herein, including the sections
of the base prospectus dated 28 February 2017 (the "2017 Base Prospectus") relating to the Programme as
supplemented by the supplements thereto dated 4 May 2017, 31 July 2017 and 27 October 2017 (together, the "Base
Prospectus"), see "Information Incorporated by Reference") is prepared in connection with the issue of SGD
200,000,000 aggregate principal amount of 3.750 per cent. Fixed Rate Resetting Subordinated Callable Notes due
2030 (the "Notes") by Barclays PLC (the "Issuer") under the Programme. Terms used but not defined in this
Prospectus shall have the same respective meanings as are ascribed to them in the Terms and Conditions of the Notes
(the "Conditions") set out in "Terms and Conditions of the Notes" below and the sections of the 2017 Base
Prospectus which are incorporated by reference herein.
The issue price of the Notes is 100 per cent. of the aggregate principal amount of the Notes. From and including 23
November 2017 (the "Issue Date") to but excluding 23 May 2025 (the "First Reset Date"), interest accrues on the
Notes at a rate of 3.750 per cent. per annum. From and including the First Reset Date to but excluding the Maturity
Date (as defined below), the applicable per annum interest rate will be equal to the sum of the applicable Mid-Swap
Rate on the Reset Determination Date and 1.589 per cent. The interest rate following the First Reset Date may be
less than the initial interest rate. Interest will be payable semi-annually in arrear on 23 May and 23 November of
each year (each an "Interest Payment Date"), commencing on 23 May 2018.
The Notes will be a Series of Tier 2 Capital Notes under the Programme and, therefore, will constitute direct,
unsecured and subordinated obligations of the Issuer ranking pari passu without any preference among themselves.
In the event of the winding up or administration of the Issuer, the claims of the Trustee (on behalf of the Noteholders
but not the rights and claims of the Trustee in its personal capacity under the Trust Deed) and the holders of Tier 2
Capital Notes against the Issuer in respect of the Notes (including any damages or other amounts (if payable)) shall
be subordinated in the manner provided in the Trust Deed to the claims of all Senior Creditors.
Unless previously redeemed or otherwise cancelled, the Notes will mature on 23 May 2030 (the "Maturity Date").
The Notes may be redeemed at the option of the Issuer in whole but not in part on 23 May 2025 at 100 per cent. of
the outstanding principal amount of the Notes, together with any accrued but unpaid interest to (but excluding) the
date fixed for redemption. Any such redemption will be subject to the PRA's and/or any other relevant national or
European authority's prior consent (if such consent is then required by the Capital Regulations).
The Issuer may also redeem the Notes, in whole but not in part, at any time at 100 per cent. of their outstanding
principal amount, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, upon
the occurrence of certain tax events as described in Condition 10(b) (Redemption for tax reasons) or upon the
occurrence of a Regulatory Event as described in Condition 10(f) (Regulatory Event Redemption of Tier 2 Capital
Notes). Any such redemption will be subject to the PRA's and/or any other relevant national or European authority's
prior consent (if such consent is then required by the Capital Regulations).
Application has been made for this Prospectus to be approved by the United Kingdom Financial Conduct Authority
(the "FCA") under Part VI of the Financial Services and Markets Act 2000, as amended ("FSMA") as a prospectus
issued in compliance with Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant
implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of the
Notes. This Prospectus comprises a prospectus for the purpose of Article 5.3 of the Prospectus Directive.
Applications have been made for the Notes to be admitted to listing on the Official List of the FCA (the "Official
List") and to trading on the Regulated Market of the London Stock Exchange plc (the "London Stock Exchange")
on or about the Issue Date. The Regulated Market of the London Stock Exchange (the "Market") is a regulated
market for the purposes of Directive 2004/39/EC on markets in financial instruments. References in this Prospectus to
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Notes being "listed" (and all related references) shall, unless the context otherwise requires, mean that the Notes have
been admitted to the Official List and admitted to trading on the Market.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"). The Notes are being offered outside the United States by the Joint Lead Managers (as defined
below) 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 Notes will be in registered form in denominations of SGD 250,000. The Notes will be represented by an
Unrestricted Global Certificate and will be sold outside the United States to non-U.S. persons in reliance on
Regulation S. The Notes represented by the Unrestricted Global Certificate will be registered in the name of a
common safekeeper (or its nominee) for Clearstream Banking, S.A. ("Clearstream, Luxembourg") and/or Euroclear
Bank S.A./N.V. ("Euroclear" and, together with Clearstream, Luxembourg, the "Clearing Systems") and deposited
on or about the Issue Date with such common safekeeper. Beneficial interests in the Notes 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 Notes except in the limited circumstances set out in "Forms of the Notes Global Certificate
exchangeable for Individual Certificates" in the Base Prospectus (incorporated by reference herein). Settlement of the
Notes will occur through the Clearing Systems against payment for value on 23 November 2017.
The Notes are not deposit liabilities of the Issuer and are not covered by the United Kingdom 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.
The Notes are expected to be rated Baa3 and A-, respectively by Moody's Investors Service Ltd. ("Moody's") and
Fitch Ratings Limited ("Fitch"), each of which are established in the European Union and registered under
Regulation (EC) No 1060/2009, as amended (the "CRA Regulation"). 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 Notes involves certain risks. The principal risk factors that may affect the ability of the Issuer to
fulfil its obligations under the Notes are discussed under "Risk Factors" below.

Joint Lead Managers

BARCLAYS

DBS BANK LTD.
OCBC BANK

STANDARD CHARTERED BANK
UOB

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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Prospectus. The Issuer declares
that, having taken all reasonable care to ensure that such is the case, the information contained in this
Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to
affect its import.
This Prospectus must be read and construed with any information incorporated by reference herein (see
"Information Incorporated by Reference" below).
The Issuer has confirmed to the Joint Lead Managers (as defined below) that this Prospectus contains all
information with regard to it and its subsidiaries which is (in the context of the issue, offering and sale of
the Notes) material, such information is true and accurate in all material respects and is not misleading
and does not omit to state any other fact required (in the context of the issue, offering and sale of the
Notes) to be stated herein or the omission of which would make any information contained herein
misleading in any material respect and that all reasonable enquiries have been made to ascertain such
facts and to verify the accuracy of all such information.
To the fullest extent permitted by law, none of Barclays Bank PLC, Singapore Branch, DBS Bank Ltd.,
Oversea-Chinese Banking Corporation Limited, Standard Chartered Bank and United Overseas Bank
Limited (together, the "Joint Lead Managers") or The Bank of New York Mellon, London Branch (the
"Trustee") accept any responsibility for the contents of this Prospectus or for any other statement, made
or purported to be made by the Trustee or a Joint Lead Manager or on its behalf in connection with the
Issuer or the issue and offering of the Notes. The Trustee and each Joint Lead Manager accordingly
disclaim all and any liability whether arising in tort or contract or otherwise (save as referred to above)
which any of them might otherwise have in respect of this Prospectus or any such statement. The
statements made in this paragraph are without prejudice to the responsibilities of the Issuer under or in
connection with the Notes.
Unauthorised Information
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or such other information as is in the public domain and, if given or
made, such information or representation should not be relied upon as having been authorised by the
Issuer, the Trustee or any Joint Lead Manager.
Neither the Joint Lead Managers nor any of their respective affiliates, nor the Trustee have authorised the
whole or any part of this Prospectus 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 Prospectus.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Note shall, in any
circumstances, create any implication that the information contained in this Prospectus is true subsequent
to the date hereof or that there has been no adverse change, or any event reasonably likely to involve any
adverse change, in the prospects or financial or trading position of the Issuer since the date thereof, or that
any other information supplied in connection with the Notes is correct at any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. The Joint
Lead Managers and the Trustee expressly do not undertake to review the financial condition or affairs of
the Issuer during the life of the Notes nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Joint Lead Managers or the Trustee. Investors should
review, inter alia, the most recent published financial statements of the Issuer when evaluating the Notes.
Restrictions on distribution
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer
and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a
description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this
Prospectus and other offering material relating to the Notes, see "Subscription and Sale" below and
"Transfer Restrictions" incorporated by reference herein.
The Notes have not been and will not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered
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or sold 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
Notes are being offered and sold in registered form and are being offered and sold outside the United
States to non-U.S. persons in reliance on Regulation S. This Prospectus may not be used for the purpose
of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not
authorised or to any person to whom it is unlawful to make such offer or solicitation.
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not
intended from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from
such date, should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
or (ii) a customer within the meaning of Directive 2002/92/EC (as amended), where that customer would
not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

Neither this Prospectus nor any of the documents incorporated herein by reference constitutes an offer or
an invitation to subscribe for or purchase any Notes and are not intended to provide the basis of any credit
or other evaluation and should not be considered as a recommendation by any of the Issuer, the Trustee or
any of the Joint Lead Managers or any of them that any recipient of this Prospectus should subscribe for
or purchase any Notes. Each recipient of this Prospectus shall be taken to have made its own investigation
and appraisal of the condition (financial or otherwise) of the Issuer.
The Notes 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 Notes must determine the suitability of that 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 Notes, the
merits and risk of investing in the Notes and the information contained or incorporated by
reference in this Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact such investment will
have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes or where the currency for principal and interest payments is different from the currency in
which such investor's financial activities are principally denominated;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
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) Notes are legal investments for it; (ii) Notes can be used as
collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of any
Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine
the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.
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Currency definitions
In this Prospectus, references to "SGD" or "S$" are to the lawful currency for the time being of the
Republic of Singapore.
Certain figures included in this Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
Stabilisation
In connection with the issue of the Notes, Barclays Bank PLC, Singapore Branch acting as the
stabilising manager (the "Stabilising Manager") (or persons acting on behalf of the Stabilising
Manager) may over allot Notes or effect transactions with a view to supporting the market price of
the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may cease at any time, but it
must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by
the Stabilising Manager (or person(s) acting on behalf of any Stabilising Manager) in accordance
with all applicable laws and rules.

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FORWARD-LOOKING STATEMENTS
This Prospectus and certain documents incorporated by reference herein contain certain forward-looking
statements within the meaning of Section 21E of the US Securities Exchange Act of 1934, as amended,
and Section 27A of the Securities Act, with respect to the Issuer and its consolidated subsidiaries (the
"Group"). The Issuer cautions 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 or relating to 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, any
commitments and targets and the impact of any regulatory deconsolidation resulting from the 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, 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; the United Kingdom ("UK"), the United States
("U.S."), 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 UK of Article 50 of the Treaty of Lisbon and the disruption that may result in the UK
and globally from the withdrawal of the UK from the European Union 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. Additional risks and factors which may impact the Group's future
financial condition and performance are identified in the Group's filings with the SEC (including, without
limitation, in the Joint Annual Report (as defined in the "Information Incorporated by Reference" section
below)), which is available on the SEC's website at http://www.sec.gov.
Subject to the Issuer's obligations under the applicable laws and regulations of the UK and the U.S. in
relation to disclosure and ongoing information, the Issuer undertakes no obligation to update publicly or
revise any forward looking statements, whether as a result of new information, future events or otherwise.
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CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
INFORMATION INCORPORATED BY REFERENCE ............................................................................ 2
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 4
OTHER TAX CONSIDERATIONS .......................................................................................................... 11
SUBSCRIPTION AND SALE ................................................................................................................... 15
GENERAL INFORMATION .................................................................................................................... 17
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RISK FACTORS
Prospective investors should read the entire Prospectus together with the sections of the Base Prospectus
and the other documents incorporated by reference herein. Investing in the Notes involves certain risks.
The principal risk factors relating to the Notes are discussed under "Risk Factors Risks Relating to the
Notes" on pages 7 to 19 of the 2017 Base Prospectus and in paragraph (c) on page 2 of Supplement
Number 3 which are incorporated by reference into and form part of this Prospectus. For risks relating to
the Issuer and the Group and their impact, see the section entitled "Risk Review Material existing and
emerging risks" on pages 89 to 96 of the Joint Annual Report (as defined below), which is incorporated
by reference herein.
In addition, the sub-section entitled "Risks Relating to the Notes Risks related to the structure to the
Notes" under the section entitled "Risk Factors" commencing on page 7 of the 2017 Base Prospectus with
the following updated information:
The following Risk Factor shall be included:
"Noteholders are exposed to risks relating to Singapore taxation
The Notes are intended to be qualifying debt securities ("QDS") for the purposes of the Income Tax Act,
Chapter 134 of Singapore ("ITA"), subject to the fulfilment of certain conditions more particularly
described in the section titled "Other Tax Considerations Singapore Taxation".
However, no assurance is given that the Notes would continue to be QDS or that the tax concessions and
exemptions in connection therewith would apply throughout the tenure of the Notes should the relevant
tax laws, administrative guidelines or circulars be amended or revoked at any time."

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INFORMATION INCORPORATED BY REFERENCE
The following information has been filed with the FCA and shall be incorporated into and form part of
this Prospectus:
1.
the sections set out below from the 2017 Base Prospectus:
Risk Factors Risks Relating to the Notes
7-19
Final Terms and Drawdown Prospectuses
21
Forms of the Notes
22-30
Terms and Conditions of the Notes
31-68
The Issuers and the Group
80-81
United Kingdom Taxation
82-83
Other Tax Considerations
97
Subscription and Sale
98-103
Transfer Restrictions
104-106;
2.
the joint annual report of the Issuer and the Bank, as filed with the SEC on Form 20-F on 23
February 2017 in respect of the financial years ended 31 December 2015 and 31 December 2016
(the "Joint Annual Report");
3.
the supplementary prospectus dated 4 May 2017 ( "Supplement Number 1");
4.
the supplementary prospectus dated 31 July 2017 ("Supplement Number 2");
5.
the supplementary prospectus dated 27 October 2017 ("Supplement Number 3");
6.
the joint unaudited interim results announcement of the Issuer and the Bank as filed with the SEC
on Form 6-K on 28 July 2017 in respect of the six months ended 30 June 2017 (the "Interim
Results Announcement");
7.
the joint unaudited Q3 results announcement of the Issuer and the Bank as filed with the SEC on
Form 6-K on 26 October 2017 in respect of the nine months ended 30 September 2017 (the "Q3
2017 Results Announcement"); and
8.
the joint announcement of the Issuer and the Bank in respect of an update on structural reform as
filed with the SEC on Form 6-K on 26 October 2017 (the "Structural Reform Announcement").
The above documents may be inspected as described in paragraph 8 of "General Information" herein. The
documents listed above that have been filed with the SEC are available on the SEC's website at
https://www.sec.gov/cgi-bin/browse-
edgar?company=barclays+plc&owner=exclude&action=getcompany. Any information incorporated by
reference in the documents specified above does not form part of this Prospectus. Any information
contained in any of the documents specified above which is not incorporated by reference in this
Prospectus is either not relevant for prospective investors for the purposes of Article 5(1) of the
Prospectus Directive or is covered elsewhere in this Prospectus. This Prospectus is published on the
website of the Regulatory News Service operated by the London Stock Exchange at
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.
The Issuer has applied International Financial Reporting Standards (IFRS) as issued by the International
Accounting Standards Board and as adopted by the EU in the financial statements incorporated by
reference above. A summary of the significant accounting policies for the Issuer is included in the Joint
Annual Report.
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Any statement contained in the Base Prospectus or in any other document incorporated by reference
herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a
statement contained herein modifies or supersedes such earlier statement (whether expressly, by
implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. Terms used but not defined in this
Prospectus shall have the same respective meaning as are ascribed to them in the Conditions. This
Prospectus must be read in conjunction with the Base Prospectus and the other documents incorporated
by reference herein.
Full information on the Issuer and the Notes described herein is only available on the basis of a
combination of this Prospectus, the sections of the 2017 Base Prospectus identified above and any other
information incorporated by reference into this Prospectus.

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