Bond Barclay PLC 6.375% ( XS2049810356 ) in GBP

Barclay PLC

99.85 % ▲

United Kingdom

XS2049810356 ( in GBP )

6.375% per year ( payment 4 times a year)

Perpetual

Prospectus brochure of the bond Barclays PLC XS2049810356 en GBP 6.375%, maturity Perpetual

15/12/2025 ( In 44 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 GBP, with the ISIN code XS2049810356, pays a coupon of 6.375% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual

IMPORTANT NOTICE
To whom this may concern,
Proposed offering of £1,000,000,000 6.375 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (Callable 2025 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 23 September 2019 (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 Regulations (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 (the "PI
Instrument"). In addition: (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key
information documents for packaged and retail and insurance-based investment products (as amended) (the
"PRIIPs Regulation") became directly applicable in all European Economic Area (the "EEA") member
states; and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as amended) ("MiFID II") was
required to be implemented in EEA member states by 3 January 2018. Together, the PI Instrument, the
PRIIPs Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Securities.
Potential investors in the Securities 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 Regulations.
Barclays Bank PLC and the other managers (and/or their respective affiliates) (the "Managers") are
required to comply with some or all of the Regulations. 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:
1.
you are not a retail client (as defined in MiFID II);
2.
whether or not you are subject to the Regulations, you will not:
(A)
sell or offer the Securities (or any beneficial interest therein) to retail clients (as defined in
MiFID II); or
(B)
communicate (including the distribution of the 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 each case within the meaning
of MiFID II),
and in selling or offering the Securities or making or approving communications relating to the
Securities you may not rely on the limited exemptions set out in the PI Instrument; and
3.
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) MiFID II and any
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other applicable 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.
You further acknowledge that:
1.
the identified target market for the Securities (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
2.
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to EEA Retail Investors The Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the 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 MiFID II; or (ii) a customer within the meaning of
Directive 2016/97/EU, 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 the PRIIPs
Regulation for offering or selling the Securities or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the
Securities to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Securities (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
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
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BARCLAYS BANK PLC
and the other Managers
cc:
Barclays PLC
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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"), Banco Santander, S.A., Danske Bank A/S, ING Bank N.V., MUFG
Securities EMEA plc, Natixis, SMBC Nikko Capital Markets Limited, Standard Chartered Bank and
UniCredit Bank AG (together, the "Joint Lead Managers") and Bank of Montreal, London Branch, Bankia,
S.A., Industrial and Commercial Bank of China Limited London Branch, Scotiabank Europe plc, U.S.
Bancorp Investments, Inc. and UBS AG London Branch (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 or otherwise made available
and should not be sold or otherwise made available to retail clients (as defined in the rules set out in MiFID
II) and the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares)
Instrument 2015 (as amended or replaced from time to time). 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
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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.
In addition, in the United Kingdom, the Offering Circular is being distributed only to and is directed only
at persons in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not
apply (such persons being referred to as "relevant persons"). Any person who is not a relevant person
should not in any way act or rely on the Offering Circular or any of its contents. Any investment activity in
the United Kingdom (including, but not limited to, any invitation, offer or agreement to subscribe, purchase
or otherwise acquire securities) to which the Offering Circular relates will only be available to, and will
only be engaged with, such persons.
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.
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OFFERING CIRCULAR DATED 23 SEPTEMBER 2019

BARCLAYS PLC
(incorporated with limited liability in England and Wales)
£1,000,000,000 6.375 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
(Cal able 2025 and Every Five Years Thereafter)
Barclays PLC (the "Issuer") is issuing £1,000,000,000 aggregate principal amount of 6.375 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2025 and Every Five Years Thereafter)
(the "Securities") at an issue price of 100 per cent.
Application has been made for the Securities to be admitted to trading on the International Securities Market of the
London Stock Exchange plc (the "ISM") on or about 27 September 2019. 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. The ISM is not a regulated market for the purposes
of Directive 2014/65/EU ("MiFID II").
The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not
admitted to the Official List of the Financial Conduct Authority (the "FCA"). The London Stock Exchange plc
has not approved or verified the contents of this Offering Circular. This Offering Circular does not comprise (i) a
prospectus for the purposes of Part IV of the Financial Services and Markets Act 2000, as amended (the "FSMA") or
(ii) a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
From (and including) the date of issuance to (but excluding) 15 December 2025 (such date and each fifth anniversary
date thereafter being a "Reset Date"), the interest rate on the Securities will be 6.375 per cent. per annum. From (and
including) each Reset Date to (but excluding) the next following Reset Date, the applicable interest rate per annum will
be equal to the sum of the applicable Reference Bond Rate (as defined herein) on the relevant Reset Determination
Date (as defined herein) and 6.016 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 (the "Conditions"), 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 March 2020. A
payment made on 15 March 2020, if any, would be in respect of the period from (and including) 25 September 2019 to
(but excluding) 15 March 2020 (and thus a long first interest period).
Interest on the Securities wil be due and payable only at the sole discretion of the Issuer, and the Issuer shall
have sole and absolute discretion at al 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 cancel ed 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) shal be irrevocably and automatical y
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 initial y be registered in the name of
the Conversion Shares Depository (which shal hold the Conversion Shares on behalf of the Holders or the
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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
fol owing 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.
The Securities are not intended to be sold and should not be sold to retail clients, as defined in the rules set out
in MiFID II, as amended or replaced from time to time. 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.
The Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(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.
Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations pursuant
to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA") and
the Securities and Futures (Capital Markets Products) Regulations 2018 (the "CMP Regulations 2018"), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Securities are
"prescribed capital markets products" (as defined in the CMP Regulations 2018).
Barclays Bank PLC, a wholly-owned subsidiary of the Issuer, is the Sole Bookrunner and a Manager for the Offer.
Accordingly, the Issuer is a "related issuer" of Barclays Bank PLC as such term is defined in National Instrument 33-
105 Underwriting Conflicts. The decision to distribute the Securities was made by the Issuer and the determination of
the terms of the distribution was negotiated between the Managers and the Issuer.
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 25 September 2019.
The Securities are expected on issue to be rated B+ by S&P Global Ratings Europe Limited ("S&P"), BB+ by Fitch
Ratings Ltd. ("Fitch") and Ba3 by Moody's Investors Service Ltd. ("Moody's"). Each of S&P, Fitch and Moody's is
established in the European Union (the "EU") 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
Danske Bank
ING
MUFG
Natixis
Santander
SMBC Nikko

Standard Chartered Bank

UniCredit Bank

Co-Lead Managers

Bankia
BMO Capital Markets
ICBC London Branch
Scotiabank
US Bancorp
UBS Investment Bank
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CONTENTS

Page
IMPORTANT NOTICES .... . . ... ...... .... . . ..... .... ...... . ..... ...... .... ...... ....... ...... .... ...... .... . . ..... .... .... 1
OVERVIEW .... .... ...... ....... ...... .... ...... .... . . ..... .... ...... . . ... ...... .... . . ... . .... . . ... ...... ....... ...... .... .... 5
RISK FACTORS . .... ...... ...... ........... . ..... ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... ....... ...... .... .. 14
INFORMATION INCORPORATED BY REFERENCE ..... ...... .... ...... .... . . ..... .... ...... . . ... ...... .... . 34
TERMS AND CONDITIONS OF THE SECURITIES . ...... ...... . ..... .... ...... ...... ........... . ..... ...... .... .. 35
DESCRIPTION OF ORDINARY SHARES . .... ...... . ..... ...... .... ...... . ..... ...... .... ...... ....... ...... .... ...... 72
FORM OF THE SECURITIES ... ...... .... . . ..... .... ...... . ..... ...... .... ...... . . ... ...... .... . . ... . .... . . ... ...... 74
USE OF PROCEEDS ...... ...... .... ...... . ................ . ..... .... ...... ...... . ..... .... . .... . . ... ...... .... . . ..... .... .. 76
DESCRIPTION OF THE ISSUER AND THE GROUP . . ...... .... ...... . ..... ...... .... ...... . ..... ...... .... ...... 77
UNITED KINGDOM TAXATION ... .... . ........... . ..... .... . ........... . ..... ...... .... ...... . ..... ...... .... ...... ... 84
OTHER TAX CONSIDERATIONS ...... ...... . ..... .... ...... ...... . ......... . ..... ...... .... ...... . ..... ...... .... ...... 86
SUBSCRIPTION AND SALE .... ...... .... ...... . . ... ...... .... . . ..... .... ...... . . ... ...... .... . . ... . .... . . ... ...... 87
GENERAL INFORMATION .. ..... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... . ..... .... ...... ...... ....... 91

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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 shal 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 FCA published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015 (the "PI Instrument"). In addition: (i) on 1
January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information documents for
packaged and retail and insurance-based investment products (the "PRIIPs Regulation") became directly
applicable in all European Economic Area ("EEA") member states; and (ii) the Markets in Financial
Instruments Directive 2014/65/EU (as amended) ("MiFID II") was required to be implemented in EEA
member states by 3 January 2018. Together the PI Instrument, the PRIIPs Regulation and MiFID II are
referred to as the "Regulations".
The Regulations set out various obligations in relation to: (i) the manufacture and distribution of financial
instruments; and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities, such as the Securities.
Potential investors in the Securities 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 Regulations.
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The Managers are required to comply with some or all of the Regulations. 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, 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 (as defined in MiFID II);
2.
whether or not it is subject to the Regulations, it will not:
(A)
sell or offer the Securities (or any beneficial interest therein) to retail clients (as defined in
MiFID II); 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 each case within the meaning
of MiFID II),
and in selling or offering the Securities or making or approving communications relating to the
Securities prospective investors may not rely on the limited exemptions set out in the PI Instrument;
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) MiFID II and any
other applicable 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.
Each prospective investor further acknowledges that:
1.
the identified target market for the Securities (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
2.
no key information document (KID) under the PRIIPs Regulation has been prepared and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to EEA Retail Investors The Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the 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 MiFID II; or (ii) a customer within the meaning of
Directive 2016/97/EU (the "Insurance Distribution Directive"), 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 the PRIIPs Regulation for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the
Securities to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Securities (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
The Issuer is not a bank nor an authorised deposit-taking institution which is authorised under the Banking
Act 1959 (Cth) of Australia (the "Australian Banking Act") nor is it authorised to carry on banking
business under the Australian Banking Act. The Securities are not obligations of any government and, in
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