Obligation Barclay PLC 5.2% ( US06738EAP07 ) en USD

Barclay PLC

100 % ▼

Royaume-uni

US06738EAP07 ( en USD )

5.2% par an ( paiement semestriel )

11/05/2026

Prospectus brochure de l'obligation Barclays PLC US06738EAP07 en USD 5.2%, échéance 11/05/2026

200 000 USD

2 050 000 000 USD

06738EAP0

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

12/11/2025 ( Dans 172 jours )

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.

Barclays PLC a émis une obligation (ISIN : US06738EAP07, CUSIP : 06738EAP0) d'une valeur totale de 2 050 000 000 USD, au prix actuel de 100 %, portant un taux d'intérêt de 5,2 % payable semestriellement et arrivant à échéance le 11/05/2026, avec une taille minimale d'achat de 200 000 USD, notée BB+ par S&P et Baa3 par Moody's.

Prospectus Supplement to Prospectus dated May 2, 2014
US$1,250,000,000 5.20% Fixed Rate Subordinated Notes due 2026
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,250,000,000 aggregate principal amount of 5.20% Fixed Rate Subordinated Notes due 2026
(the "notes").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 5.20% per annum. Interest will be payable semi-annually in arrear on
May 12 and November 12 in each year, commencing on November 12, 2016.
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 "BCS26A."
Notwithstanding any other agreements, arrangements, or understandings between us and any holder of the notes, by acquiring the notes, each holder of
the notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power (as defined herein) by the relevant U.K.
resolution authority (as defined herein) that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on,
the notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or other securities or other obligations of
the Issuer or another person (and the issue to, or conferral on, the holder of the notes such shares, securities or obligations); and/or (iii) the amendment
or alteration of the maturity of the notes, or amendment of the amount of interest due on the notes, or the dates on which interest becomes payable,
including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of the notes
solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder 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, solely 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 write-down, conversion, transfer, modification and/or suspension power existing from time to time under
any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Issuer or other members of the Group (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 any applicable
European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit
institutions and investment firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be
amended from time to time (whether pursuant to the U.K. Financial Services (Banking Reform) Act 2013 (the "Banking Reform Act 2013"), secondary
legislation or otherwise, the "Banking Act"), pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of
its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other person
(and a reference to the "relevant U.K. resolution authority" is to any authority with the ability to exercise a U.K. Bail-in Power).
By its acquisition of the notes, each holder 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-16 of this prospectus supplement and risk factors in "Risk Review" on pages 86-93 of our Annual Report on Form 20-F for the year ended
December 31, 2015, 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.992%
0.45%
99.542%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,249,900,000
$5,625,000
$1,244,275,000
(1) Plus accrued interest, if any, from and including May 12, 2016.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC"), on or about
May 12, 2016. 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
Credit Agricole
Capital One
Corporate and
ANZ Securities
BMO Capital Markets
Securities
Investment Bank
Danske Markets Inc
Mischler Financial
Drexel Hamilton
Great Pacific Securities
Group, Inc.
Mizuho Securities
Nomura
PNC Capital
RBC Capital
Markets LLC
Ramirez & Co., Inc.
Markets
Scotiabank
SMBC Nikko
TD Securities
Telsey Advisory Group
US Bancorp
Wells Fargo Securities
Prospectus Supplement dated May 5, 2016

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
Number
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-16
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Description of Subordinated Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-26
U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-36
United Kingdom Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-37
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-39
Validity of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-42
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-1

FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain
forward-looking statements within the meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Section 27A of the U.S. Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Group (as defined below). We caution readers that no forward-looking statement is a
guarantee of future performance and that actual results or other financial condition or performance measures
could differ materially from those contained in the forward-looking statements. These forward-looking
statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking
statements sometimes use words such as "may," "will," "seek," "continue," "aim," "anticipate," "target,"
"projected," "expect," "estimate," "intend," "plan," "goal," "believe," "achieve" or other words of similar
meaning. Examples of forward-looking statements include, among others, statements or guidance regarding our
future financial position, income growth, assets, impairment charges, provisions, notable items, business strategy,
capital, leverage and other regulatory ratios, payment of dividends (including dividend pay-out ratios and
expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or
savings, original and revised commitments and targets in connection with the strategic cost programme and the
strategy update (the "Group Strategy Update") described in our Current Report on Form 6-K filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 1, 2016 (Film No. 161472066) (the
"March 1 6-K"), run-down of assets and businesses within Barclays Non-Core (as such unit is described in our
Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on March 1, 2016
(the "2015 Form 20-F")), sell down of the Group's interest in Barclays Africa Group Limited, estimates of
capital expenditures and plans and objectives for future operations, projected employee numbers and other
statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. These may be affected by changes in legislation, the development of standards and
interpretations under International Financial Reporting Standards ("IFRS"), evolving practices with regard to the
interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, future levels of notable items, the
policies and actions of governmental and regulatory authorities, geopolitical risks and the impact of competition.
In addition, factors including (but not limited to) the following may have an effect: capital, leverage and other
regulatory rules (including with regard to the future structure of the Group) applicable to past, current and future
periods; U.K., United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of
continued volatility in credit markets; market-related risks such as changes in interest rates and foreign
exchange rates; effects of changes in valuation of credit market exposures; changes in valuation of issued
securities; volatility in capital markets; changes in credit ratings of any entities within the Group or any securities
issued by such entities; the potential for one or more countries (including the U.K.) exiting the Eurozone; the
implementation of the strategic cost programme; and the success of future acquisitions, disposals and other
strategic transactions. A number of these influences and factors are beyond our control. As a result, our actual
future results, dividend payments and capital and leverage ratios may differ materially from the plans, goals,
expectations and guidance 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 the 2015 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
S-2

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 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-3

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 2015 Form 20-F for
a discussion of our audited results of operations and financial condition as of, and for the year ended,
December 31, 2015, the March 1 6-K and our Current Reports on Form 6-K filed on April 15, 2016
(Film No. 161573112) and April 27, 2016 (Film No. 161594235), which are incorporated by reference into this
prospectus supplement.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by
reference since the date of the accompanying prospectus, we incorporate by reference in this prospectus
supplement and the accompanying prospectus any future documents we may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the
offering contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the
SEC after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this
prospectus supplement only to the extent that the report expressly states that it is (or such portions are)
incorporated by reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the
documents referred to above or in the accompanying prospectus which we have incorporated in this prospectus
supplement by reference. You should direct your requests to Barclays Treasury, Barclays PLC, 1 Churchill Place,
London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
CERTAIN DEFINITIONS
For purposes of this prospectus supplement:
·
"we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless
the context requires otherwise;
·
"Barclays Bank" refers to Barclays Bank PLC (or any successor entity);
·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;
·
"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;
·
"US$," "$" 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 of credit institutions of either (i) the PRA and/or (ii) any other
S-4

national or European authority, in each case then in effect in the United Kingdom (or in such other
jurisdiction in which we may be organized or domiciled) and applicable to the Group including, as at
the date hereof, CRD IV and related technical standards;
·
"CRD IV" consists of Directive 2013/36/EU on access to the activity of credit institutions and the
prudential supervision of credit institutions and investment firms, as the same may be amended or
replaced from time to time and the CRD IV Regulation;
·
"CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit
institutions and investment firms of the European Parliament and of the Council of June 26, 2013, as
the same may be amended or replaced from time to time; and
·
"Moody's" refers to Moody's Investors Service Ltd., "Standard & Poor's" refers to Standard & Poor's
Credit Market Services Europe Limited, and "Fitch" refers to Fitch Ratings Limited.
S-5

SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole. Words and expressions defined in "Description of Subordinated Notes" below shall have the same
meanings in this summary.
General
The Issuer
Barclays PLC
Barclays PLC is the ultimate holding company of the Group which is
a transatlantic consumer, corporate and investment bank offering
products and services across personal, corporate and investment
banking, credit cards and wealth and management, with a strong
presence in our two home markets of the U.K. and the U.S. Following
the Group Strategy Update, the Group will be focused on two core
divisions--Barclays UK and Barclays Corporate & International.
Barclays UK comprises the U.K. retail banking operations, U.K.
consumer credit card business, U.K. wealth management business and
corporate banking for smaller businesses. Barclays Corporate &
International comprises the corporate banking franchise, the
Investment Bank, the U.S. and international cards business and
international wealth management. Assets which do not fit the Group's
strategic objective will continue to be managed in Barclays Non-Core
and designated for exit or run-down over time.
The Securities We Are Offering
We are offering $1,250,000,000 aggregate principal amount of 5.20%
Fixed Rate Subordinated Notes due 2026.
Issue Date
May 12, 2016
Maturity Date
We will repay the notes at 100% of their principal amount plus
accrued interest on May 12, 2026.
Interest Rate
The notes will bear interest at a rate of 5.20% per annum.
Interest Payment Dates
Every May 12 and November 12 in each year, commencing
on November 12, 2016 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.
S-6

Regular Record Dates
The Business Day immediately preceding each Interest Payment Date
(or, if the notes are held in definitive form, the 15th Business Day
preceding each Interest Payment Date).
Day Count
30/360, Following, Unadjusted
Ranking
The notes will constitute our direct, unsecured and subordinated
obligations, ranking 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
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") dated September 11, 2014 (the "Base
Indenture") as supplemented by the Second Supplemental Indenture
between the Issuer and the Trustee expected to be entered into on
May 12, 2016 (the "Second 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 in respect of Parity
Obligations (as defined below) and with the claims of all other
subordinated creditors of the Issuer which in each case by law
rank, or by their terms are expressed to rank, pari passu with the
notes ("Other Pari Passu Claims"); and
c)
rank senior to the Issuer's ordinary shares, preference shares and
any junior subordinated obligations (including Junior
Obligations (as defined below)) or other securities which in each
case either by law rank, or by their terms are expressed to rank,
junior to the notes.
"Senior Creditors" means creditors of the Issuer (i) who are
unsubordinated creditors; or (ii) who are subordinated creditors
(whether in the event of a winding-up or administration of the Issuer
or otherwise) other than (x) those whose claims by law rank, or by
their terms are expressed to rank, pari passu with or junior to the
claims of the holders of the notes or (y) those whose claims are in
respect of Parity Obligations or Junior Obligations.
"Parity Obligations" means the obligations of the Issuer (as issuer or
borrower, as the case may be) in respect of the 4.375% Fixed Rate
Subordinated Notes 2024 and the 2.625% Fixed Rate Subordinated
Callable Notes 2025 of the Issuer for the time being outstanding and
any other obligations of the Issuer which rank or are expressed to
rank pari passu with any of such obligations.
S-7

"Junior Obligations" means the obligations of the Issuer (as issuer or
borrower, as the case may be) in respect of the 8.25% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities,
the 8.00% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities, the 7.00% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities, the 6.625% Fixed
Rate Resetting Perpetual Subordinated Contingent Convertible
Securities, the 6.50% Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities and the 7.875% Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities,
for the time being outstanding and any other obligations of the Issuer
which rank or are expressed to rank pari passu with any of such
obligations.
In the event of our winding-up or liquidation, if any amount in respect
of the notes is paid to the holders of such notes or to the Trustee
(including any damages or other amounts (if payable)) before the
claims of Senior Creditors, then such payment or distribution shall be
held by such holders or the Trustee upon trust to be applied in the
following order: (i) to the amounts due to the Trustee in 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 the Issuer's right to participate in the assets of any
of its subsidiaries (including those of Barclays Bank) upon the
liquidation of such subsidiaries, and the extent to which the Issuer
suffers losses if it or any of its subsidiaries (including Barclays Bank)
are subject to bank resolution proceedings, may depend, amongst
other things, upon the degree to which the Issuer's loans to and
investments in such subsidiaries are subordinated."
No Set-off
Subject to applicable law, no holder of notes may exercise, claim or
plead any right of set-off, compensation or retention in respect of any
amount owed to it by 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,
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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 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 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
payment in respect of the notes in computing our taxation
liabilities (or the value of any such deduction would be 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
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. Before we give a
notice of redemption as a result of a Tax Event, we shall be required
to deliver to the Trustee a written legal opinion of independent
counsel of recognized standing, chosen by us, confirming that we are
entitled to exercise our right of redemption. Any redemption as a
result of a Tax Event will also be subject to the provisions described
under "Notice of Redemption" and "Condition to Redemption" below.
Regulatory Event Redemption
If there is a change in the regulatory classification of the notes that
occurs on or after the issue date of the notes and that does, or would
be likely to, result in the whole or any part of the outstanding
aggregate principal amount of the notes at any time being excluded
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