Obligation Barclay PLC 4.375% ( US06738EAC93 ) en USD

Barclay PLC

99.7 % ▼

Royaume-uni

US06738EAC93 ( en USD )

4.375% par an ( paiement semestriel )

10/09/2024 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06738EAC93 en USD 4.375%, échue

200 000 USD

1 250 000 000 USD

06738EAC9

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738EAC93, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/09/2024

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738EAC93, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738EAC93, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement to Prospectus dated May 2, 2014
US$1,250,000,000 4.375% Fixed Rate Subordinated Notes due 2024
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,250,000,000 aggregate principal amount of
4.375% Fixed Rate Subordinated Notes due 2024 (the "notes").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 4.375% per annum.
Interest will be payable semi-annually in arrear on March 11 and September 11 in each year, commencing on
March 11, 2015.
The notes will constitute our direct, unsecured and subordinated obligations, ranking equally without any
preference among themselves.
We may, at our option, redeem the notes, in whole but not in part, at any time at 100% of their principal amount
plus accrued interest in the event of a change in certain U.K. regulatory capital requirements as described in this
prospectus supplement under "Description of Subordinated Notes--Regulatory Event Redemption." We may
also, at our option, redeem the notes, in whole but not in part, at any time at 100% of their principal amount plus
accrued interest upon the occurrence of certain tax events described in this prospectus supplement under
"Description of the Subordinated Notes--Tax Redemption."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbol "BCS24."
By its acquisition of the notes, each holder of the notes acknowledges, agrees to be bound by, and consents
to the exercise of, any U.K. Bail-in Power (as defined herein) by the relevant U.K. resolution authority (as
defined herein) that may result in the cancellation of all, or a portion, of the principal amount of, or
interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on,
the notes into shares or other securities or other obligations of the Issuer or another person, including by
means of a variation to the terms of the notes, in each case, to give effect to the exercise by the relevant
U.K. resolution authority of such U.K. Bail-in Power. Each holder of the notes further acknowledges and
agrees that the rights of the holders of the notes are subject to, and will be varied, if necessary, so as to give
effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
For these purposes, a "U.K. Bail-in Power" is any statutory write-down and/or conversion power existing
from time to time under any laws, regulations, rules or requirements relating to the resolution of banks,
banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom
in effect and applicable in the United Kingdom to the Issuer or other members of the Group (as defined
herein), including but not limited to any such laws, regulations, rules or requirements that are
implemented, adopted or enacted within the context of the European Union directive 2014/59/EU of the
European Parliament and of the Council establishing a framework for the recovery and resolution of
credit institutions and investment firms of May 15, 2014, as amended (the "BRRD"), and/or within the
context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant
to which obligations of a bank, banking group company, credit institution or investment firm or any of its
affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the
obligor or any other person (and a reference to the "relevant U.K. resolution authority" is to any authority
with the ability to exercise a U.K. Bail-in Power).

By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), also waives any and all claims against the Trustee
(as defined herein) for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the
Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in
accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with
respect to such notes.
Investing in the notes involves risks. We encourage you to read and carefully consider this document in its
entirety, in particular the risk factors beginning on page S-17 of this prospectus supplement and risk factors in
"Risk Review--Risk factors" beginning on page 108 of our Annual Report on Form 20-F for the year ended
December 31, 2013, which is incorporated by reference herein, and the other information included and
incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of
the factors you should carefully consider before deciding to invest in the notes.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has
approved or disapproved of the notes or determined that this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
The notes are not deposit liabilities of Barclays PLC or Barclays Bank PLC and are not covered by the
U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance
Corporation or any other governmental agency of the United States, the United Kingdom or any other
jurisdiction.
Proceeds, before
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays PLC
Per note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.848%
0.45%
99.398%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,248,100,000
$5,625,000
$1,242,475,000
(1) Plus accrued interest, if any, from and including September 11, 2014.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The
Depository Trust Company ("DTC"), on or about September 11, 2014. Beneficial interests in the notes will be
shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants,
including Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.
("Euroclear")
Global Coordinator
Barclays
Banca IMI
BB&T Capital Markets
BMO Capital Markets
Capital One Securities
CIBC
DBS Bank Ltd.
Fifth Third Securities
Loop Capital Markets
Mizuho Securities
Ramirez & Co., Inc.
Scotiabank
Siebert Capital Markets
SMBC Nikko
Standard
TD Securities
US Bancorp
Wells Fargo Securities
Chartered
Bank
Prospectus Supplement dated September 4, 2014

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Incorporation Of Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Description of Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
Validity of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-38
PROSPECTUS
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
The Barclays Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Description of Contingent Convertible Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Description of Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
S-3

FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain
forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities
Act"), with respect to certain of our plans and current goals and expectations relating to our future financial
condition and performance. We caution readers that no forward-looking statement is a guarantee of future
performance and that actual results 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 regarding our future financial position, income growth, assets, impairment charges and provisions,
business strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend pay-out
ratios), projected levels of growth in the banking and financial markets, projected costs, original and revised
commitments and targets in connection with the Transform Programme and the Group Strategy Update (as
described in our Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the
"SEC") on May 9, 2014 (Film No. 14827183) (the "May 9 6-K")), run-down of assets and businesses within
Barclays Non-Core (as such unit is described in the May 9 6-K and in our Current Report on Form 6-K filed with
the SEC on July 14, 2014 (Film No. 14973467) (the "July 14 6-K")), estimates of capital expenditures and plans
and objectives for future operations, projected employee numbers and other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. These may be affected by changes in legislation, the development of standards and
interpretations under International Financial Reporting Standards ("IFRS"), evolving practices with regard to the
interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, 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 Barclays Group) applicable to past, current and future
periods; U.K., United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of
continued volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange
rates; effects of changes in valuation of credit market exposures; changes in valuation of issued securities;
volatility in capital markets; changes in credit ratings of the Barclays Group; the potential for one or more
countries exiting the Eurozone; the implementation of the Transform program; and the success of future
acquisitions, disposals and other strategic transactions. A number of these influences and factors are beyond our
control. As a result, our actual future results, dividend payments and capital and leverage ratios may differ
materially from the plans, goals, and expectations set forth in such forward-looking statements. The list above is
not exhaustive and there are other factors that may cause our actual results to differ materially from the forward-
looking statements contained in this prospectus supplement and the documents incorporated by reference herein.
You are also advised to read carefully the risk factors set out in the section entitled "Risk Factors" in this
prospectus supplement and in our filings with the SEC including in our Annual Report on Form 20-F for the
fiscal year ended December 31, 2013, filed with the SEC on March 14, 2014 (the "2013 Form 20-F"), which is
available on the SEC's website at http://www.sec.gov for a discussion of certain factors that should be considered
when deciding what action to take in relation to the notes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak
only as of the date they are made and it should not be assumed that they have been revised or updated in the light
of new information or future events. Except as required by the Prudential Regulation Authority, the Financial
Conduct Authority (the "FCA"), London Stock Exchange plc, the SEC or applicable U.S. or other law, we
expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-
looking statement contained in this prospectus supplement or the documents incorporated by reference herein to
S-4

reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based. The reader should, however, consult any additional disclosures that we
have made or may make in documents we have filed or may file with the SEC.
S-5

INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333- 195645) we have
filed with the SEC under the Securities Act. This prospectus supplement omits some information contained in the
registration statement in accordance with SEC rules and regulations. You should review the information in and
exhibits to the registration statement for further information on us and the notes. Statements in this prospectus
supplement concerning any document we have filed or will file as an exhibit to the registration statement or that
we have otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by
reference to these filings. You should review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which
means that we can disclose important information to you by referring you to those publicly available documents.
The information that we incorporate by reference in this prospectus supplement is an important part of this
prospectus supplement. For information on the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus, we refer you to "Incorporation of Certain Documents by
Reference" on page 2 of the accompanying prospectus. In particular, we refer you to the 2013 Form 20-F for a
discussion of our audited results of operations and financial condition as of and for the year ended December 31,
2013 and to the May 9 6-K, the July 14 6-K and our Current Reports on Form 6-K filed on July 30, 2014 (Film
No. 141001645) (the "July 30 6-K") and on September 2, 2014 (Film No. 141076377) (the "September 2 6-K"),
which are incorporated by reference into this prospectus supplement.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by
reference since the date of the accompanying prospectus, we incorporate by reference in this prospectus
supplement and the accompanying prospectus any future documents we may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the
offering contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the
SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this
prospectus supplement only to the extent that the report expressly states that it is (or such portions are)
incorporated by reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the
documents referred to above or in the accompanying prospectus which we have incorporated in this prospectus
supplement by reference. You should direct your requests to Barclays Treasury, Barclays PLC, 1 Churchill Place,
London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
For purposes of this prospectus supplement:
·
"we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless
the context requires otherwise;
·
"Barclays Bank" refers to Barclays Bank PLC (or any successor entity);
·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;
·
"PRA" shall mean the Prudential Regulation Authority of the United Kingdom or such other
governmental authority in the United Kingdom (or if Barclays PLC becomes domiciled in a jurisdiction
other than the United Kingdom, such other jurisdiction) having primary responsibility for the
prudential supervision of Barclays PLC;
·
"$" and "U.S. dollars" shall refer to the lawful currency for the time being of the United States;
·
"Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelines
and policies relating to capital adequacy for credit institutions of either (i) the PRA and/or (ii) any other
national or European authority, in each case then in effect in the United Kingdom (or in such other
jurisdiction in which we may be organized or domiciled) and applicable to the Group;
S-6

·
"CRD IV" means the legislative package consisting of Directive 2013/36/EU on access to the activity
of credit institutions and the prudential supervision of credit institutions and investment firms, as the
same may be amended or replaced from time to time, and the CRD IV Regulation;
·
"CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit
institutions and investment firms of the European Parliament and of the Council of June 26, 2013, as
the same may be amended or replaced from time to time; and
·
"Moody's" refers to Moody's Investors Service Ltd., "Standard & Poor's" refers to Standard & Poor's
Credit Market Services Europe Limited, and "Fitch" refers to Fitch Ratings Limited.
S-7

SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole. Words and expressions defined in "Description of Subordinated Notes" below shall have the same
meanings in this summary.
General
The Issuer
Barclays PLC
Barclays PLC is the ultimate holding company of the Group, whose
principal activities are in financial services. The Group is engaged in
personal banking, credit cards, corporate and investment banking, and
wealth and investment management with an extensive international
presence in Europe, the Americas, Africa and Asia.
The Securities We Are Offering
We are offering $1,250,000,000 aggregate principal amount of
4.375% Fixed Rate Subordinated Notes due 2024.
Issue Date
September 11, 2014
Maturity Date
We will repay the notes at 100% of their principal amount plus
accrued interest on September 11, 2024.
Interest Rate
The notes will bear interest at a rate of 4.375% per annum.
Interest Payment Dates
Every March 11 and September 11 in each year, commencing on
March 11, 2015 and ending on the Maturity Date; provided that if any
Interest Payment Date would fall on a day that is not a Business Day
(as defined below), the Interest Payment Date will be postponed to
the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after the scheduled Interest
Payment Date. If the Maturity Date would fall on a day that is not a
Business Day, the payment of interest and principal will be made on
the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after such Maturity Date.
Regular Record Dates
The Business Day immediately preceding each Interest Payment Date
(or, if the notes are held in definitive form, the 15th Business Day
preceding each Interest Payment Date).
Day Count
30/360, Following, Unadjusted
Ranking
The notes will constitute our direct, unsecured and subordinated
obligations, ranking equally without any preference among
themselves.
In the event of our winding up or administration, the claims of the
Trustee (on behalf of the holders of the notes but not the rights and
S-8

claims of the Trustee in its personal capacity under the Dated
Subordinated Debt Securities Indenture between the Issuer and The
Bank of New York Mellon acting through its London Branch, as
trustee (the "Trustee") expected to be entered into on September 11,
2014 (the "Base Indenture") as supplemented by the First
Supplemental Indenture between the Issuer and the Trustee expected
to be entered into on September 11, 2014 ("First Supplemental
Indenture" and together with the Base Indenture, the "Indenture"))
and the holders of the notes against us, in respect of such notes
(including any damages or other amounts (if payable)) shall:
a)
be subordinated to the claims of all Senior Creditors;
b)
rank at least pari passu with the claims of all other subordinated
creditors of the Issuer which in each case by law rank, or by
their terms are expressed to rank, pari passu with the notes
("Other Pari Passu Claims"); and
c)
rank senior to the Issuer's ordinary shares, preference shares
and any junior subordinated obligations or other securities
which in each case either by law rank, or by their terms are
expressed to rank, junior to the notes.
"Senior Creditors" means creditors of the Issuer (i) who are
unsubordinated creditors; or (ii) who are subordinated creditors
(whether in the event of a winding-up or administration of the Issuer
or otherwise) other than those whose claims by law rank, or by their
terms are expressed to rank, pari passu with or junior to the claims of
the holders of the notes.
In the event of our winding-up or liquidation, if any amount in respect
of the notes is paid to the holders of such notes or to the Trustee
(including any damages or other amounts (if payable)) before the
claims of Senior Creditors, then such payment or distribution shall be
held by such holders or the Trustee upon trust to be applied in the
following order: (i) to the amounts due to the Trustee in or about the
execution of the trusts of the Indenture; (ii) in payment of all claims
of Senior Creditors outstanding at the commencement of, or arising
solely by virtue of, our winding up to the extent that such claims shall
be admitted in the winding up and shall not be satisfied out of our
other resources; and (iii) in payment of notes issued under the
Indenture. By accepting the notes, each holder agrees to be bound by
the Indenture's subordination provisions and irrevocably authorizes
our liquidator to perform on behalf of the holder the above
subordination trust.
In addition, see "Risk Factors--The Issuer is a holding company,
which means that its right to participate in the assets of any of its
subsidiaries upon the liquidation of such subsidiaries may be subject
to prior claims of some of such subsidiary's creditors and preference
shareholders."
S-9

No Set-off
Subject to applicable law, no holder of notes may exercise, claim or
plead any right of set-off, compensation or retention in respect of any
amount owed to it by the Issuer arising under, or in connection with,
the notes and each holder of notes shall, by virtue of its holding of
any notes, be deemed to have waived all such rights of set-off,
compensation or retention. Notwithstanding the above, if any
amounts due and payable to any holder of the notes by the Issuer in
respect of, or arising under, the notes are discharged by set-off, such
holder shall, subject to applicable law, immediately pay an amount
equal to the amount of such discharge to the Issuer (or, in the event of
its winding-up or administration, the liquidator or administrator of the
Issuer, as the case may be) and, until such time as payment is made,
shall hold an amount equal to such amount in trust for the Issuer (or
the liquidator or administrator of the Issuer, as the case may be) and,
accordingly, any such discharge shall be deemed not to have taken
place. By its acquisition of the notes, each holder and beneficial
owner agrees to be bound by these provisions relating to waiver of
set-off.
Tax Redemption
We may, at our option, at any time, redeem the notes, in whole but
not in part, if we determine that as a result of a change in, or
amendment to, the laws or regulations of a taxing jurisdiction,
including any treaty to which the relevant taxing jurisdiction is a
party, or a change in an official application or interpretation of those
laws or regulations on or after the issue date of the notes, including a
decision of any court or tribunal which becomes effective on or after
the issue date of the notes (and, in the case of a successor entity,
which becomes effective on or after the date of that entity's
assumption of our obligations):
(a)
we will or would be required to pay holders Debt Security
Additional Amounts (as defined in the accompanying
prospectus);
(b)
we would not be entitled to claim a deduction in respect of any
payments in computing our taxation liabilities or the amount of
the deduction would be materially reduced; or
(c)
we would not, as a result of the notes being in issue, be able to
have losses or deductions set against the profits or gains, or
profits or gains offset by the losses or deductions, of companies
with which we are or would otherwise be so grouped for
applicable United Kingdom tax purposes (whether under the
group relief system current as at the date of issue of the notes or
any similar system or systems having like effect as may from
time to time exist),
(each such change in tax law or regulation or the official application
or interpretation thereof, a "Tax Event"), at a price equal to 100% of
their principal amount, together with any accrued but unpaid interest
to (but excluding) the date fixed for redemption; provided that in the
case of each Tax Event, the consequences of the Tax Event cannot be
avoided by us taking reasonable measures available to us. Any
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