Obligation Barclay PLC 2.852% ( US06738EBL83 ) en USD

Société émettrice Barclay PLC
Prix sur le marché refresh price now   99.952 %  ▲ 
Pays  Royaume-uni
Code ISIN  US06738EBL83 ( en USD )
Coupon 2.852% par an ( paiement semestriel )
Echéance 06/05/2026



Prospectus brochure de l'obligation Barclays PLC US06738EBL83 en USD 2.852%, échéance 06/05/2026


Montant Minimal /
Montant de l'émission /
Cusip 06738EBL8
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's Baa1 ( Qualité moyenne inférieure )
Prochain Coupon 07/11/2025 ( Dans 167 jours )
Description détaillée 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 US06738EBL83, paye un coupon de 2.852% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/05/2026

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738EBL83, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Barclay PLC ( Royaume-uni ) , en USD, avec le code ISIN US06738EBL83, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







Prospectus Supplement to Prospectus dated April 6, 2018
$1,750,000,000 2.852% Fixed-to-Floating Rate Senior Notes due 2026
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,750,000,000 aggregate principal amount of
2.852% Fixed-to-Floating Rate Senior Notes due 2026 (the "notes").
From (and including) the Issue Date (as defined below), interest will accrue on the notes at a rate of 2.852% per
annum to (but excluding) May 7, 2025 (the "Par Redemption Date"). From (and including) the Par Redemption
Date to (but excluding) the Maturity Date (as defined below), interest will accrue on the notes at a floating rate
equal to the three-month U.S. dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus 2.452% per
annum.
There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date (each as
defined below) will occur with respect to LIBOR after 2021. If a Benchmark Transition Event and related
Benchmark Replacement Date occur, interest on the notes during the Floating Rate Period (as defined below)
thereafter will be determined by reference to the Benchmark Transition Provisions (as defined below). See
"Description of Senior Notes--Effect of Benchmark Transition Event" and the risk factors beginning on page
S-17 of this prospectus supplement for more information.
Interest will be payable semi-annually in arrear on May 7 and November 7 in each year, commencing on
November 7, 2020, to (and including) the Par Redemption Date, and, thereafter, quarterly in arrear on
August 7, 2025, November 7, 2025, February 7, 2026 and the Maturity Date.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu
without any preference among themselves. In the event of our winding-up or administration, the notes will rank
pari passu with all our other outstanding unsecured and unsubordinated obligations, present and future, except
such obligations as are preferred by operation of law.
We may, at our option, redeem (i) the notes, in whole or in part, pursuant to the Make-Whole Redemption (as
defined below) at any time on or after November 7, 2020 (six months following the Issue Date and, if any
additional notes are issued after the Issue Date, except for the period of six months beginning on the issue date
for any such additional notes) to (but excluding) the Par Redemption Date; and/or (ii) the notes then outstanding,
in whole but not in part, on the Par Redemption Date, at an amount equal to 100% of their principal amount
together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but
excluding) the redemption date, on the terms and subject to the provisions set forth in this prospectus supplement
under "Description of Senior Notes--Optional Redemption." We may also, at our option, at any time, redeem the
notes, in whole but not in part, at an amount equal to 100% of the principal amount of the notes being redeemed
together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but
excluding) the redemption date, upon the occurrence of certain events related to taxation on the terms described
in this prospectus supplement under "Description of Senior Notes--Tax Redemption." We may also, at our
option, at any time, redeem the notes, in whole but not in part, at an amount equal to 100% of the principal
amount of the notes being redeemed together with accrued but unpaid interest, if any, on the principal amount of
the notes to be redeemed to (but excluding) the redemption date, upon the occurrence of certain regulatory events
relating to certain minimum requirements for own funds and eligible liabilities and/or loss absorbing capacity
instruments on the terms described in this prospectus supplement under "Description of Senior Notes--Loss
Absorption Disqualification Event Redemption." Any redemption or repurchase of the notes is subject to the
provisions described in this prospectus supplement under "Description of Senior Notes--Condition to
Redemption" and "Description of Senior Notes--Condition to Repurchase."


We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbol "BCS26B".
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA AND U.K. RETAIL
INVESTORS. The notes 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 European Economic Area
("EEA") or in the United Kingdom ("U.K."). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 ( 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 Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the notes or otherwise making
them available to retail investors in the EEA or in the U.K. has been prepared and therefore offering or
selling the notes or otherwise making them available to any retail investor in the EEA or in the U.K. may
be unlawful under the PRIIPs Regulation.
Notwithstanding any other agreements, arrangements or understandings between us and any holder or
beneficial owner of the notes, by acquiring the notes, each holder and beneficial owner of the notes
acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power (as
defined in the accompanying prospectus) by the Relevant U.K. Resolution Authority (as defined in the
accompanying prospectus) 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 or beneficial owner of the notes of 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. For more information, see the section entitled
"Description of Debt Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the
accompanying prospectus.
By its acquisition of the notes, each holder and beneficial owner 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 the notes. For more information, see the section entitled "Description
of Debt Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying
prospectus.
By its acquisition of the notes, each holder of the notes acknowledges and agrees that such holder will not
seek to enforce or otherwise claim, and will not direct the Trustee (acting on behalf of the holders of the
notes) to enforce or otherwise claim, a Monetary Judgment against us in connection with our breach of a
Performance Obligation (each as defined herein), except by proving such Monetary Judgment in our
winding-up and/or by claiming such Monetary Judgment in our administration.


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 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 and are not covered by the U.K. Financial Services
Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation, the Canada Deposit
Insurance Corporation or any other governmental agency of the United States, the United Kingdom,
Canada or any other jurisdiction.
Proceeds, before
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays PLC
Per note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
0.325%
99.675%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,750,000,000
$5,687,500
$1,744,312,500
(1) Plus accrued interest, if any, from and including May 7, 2020.
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 7, 2020. 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 S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").
Sole Structuring Adviser and Sole Bookrunner
Barclays
Senior Co-Managers
Banca IMI
BBVA
Citigroup
Citizens Capital Markets
J.P. Morgan
Natixis
PNC Capital Markets LLC
SMBC Nikko
Co-Managers
AmeriVet Securities
BNY Mellon Capital Markets, LLC Capital One Securities Desjardins Capital Markets
Great Pacific Securities
Penserra Securities LLC
Regions Securities LLC
US Bancorp
Prospectus Supplement dated April 30, 2020


TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Incorporation of Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-17
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
Description of Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-45
United Kingdom Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-48
Underwriting (Conflicts of Interest) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-50
Validity of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-53
PROSPECTUS
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Incorporation of Certain Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
The Barclays Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Description of Contingent Convertible Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Description of Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Employee Retirement Income Security Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
81
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85


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 or
relating to the Group's future financial position, income growth, assets, impairment charges, provisions, business
strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend payout ratios and
expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or
savings, any commitments and targets, estimates of capital expenditures, plans and objectives for future
operations, projected employee numbers, International Financial Reporting Standards impacts 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. The forward-looking statements speak only as at the date
on which they are made and such statements may be affected by changes in legislation, the development of
standards and interpretations under International Financial Reporting Standards including 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 applicable to past, current and future periods; the U.K., the United States, Eurozone and global
macroeconomic and business conditions; the effects of any 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
entity within the Group or any securities issued by such entities; direct and indirect impacts of the coronavirus
(COVID-19) pandemic; instability as a result of the exit by the U.K. from the European Union (the "EU") and
the disruption that may subsequently result in the U.K. and globally; and the success of future acquisitions,
disposals and other strategic transactions. A number of these influences and factors are beyond the Group's
control. As a result, the Group's actual financial position, future results, dividend payments, capital and leverage
or other regulatory ratios or other financial and non-financial metrics or performance measures may differ
materially from the statements or guidance set forth in the Group's 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 U.S. Securities Exchange Commission (the "SEC"), including
in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on
February 13, 2020 (the "2019 Form 20-F"), and our interim report on Form 6-K for the period ended March 31,
2020, filed with the SEC on April 29, 2020 (the "Q1 2020 6-K"), which are 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 PRA (as defined below), the Financial Conduct Authority
(the "FCA"), the London Stock Exchange plc (the "LSE"), the SEC or applicable laws and regulations of any
relevant jurisdiction, (including, without limitation, the U.K. and the U.S.), in relation to disclosure and ongoing
information, Barclays expressly disclaims any obligation or undertaking to release publicly, update or revise any
forward-looking statements contained in this prospectus supplement or in the documents incorporated by
S-1


reference herein to reflect any change in Barclays' expectations with regard thereto or any new information,
future events, change in events, conditions or circumstances, or otherwise, on which any such statement is based.
The reader should, however, consult any additional disclosures that Barclays has made or may make in
documents it has published or may publish via the Regulatory News Service of the LSE and/or has filed or may
file with the SEC.
S-2


INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-223156) 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 2019 Form 20-F for a discussion of our audited
results of operations and financial condition as of, and for the year ended, December 31, 2019 and our Current
Reports on Form 6-K filed on February 13, 2020 (Film No. 20608656) and on April 29, 2020 (Film No.
20828945), 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).
S-3


CERTAIN DEFINITIONS
For purposes of this prospectus supplement:
·
"BBPLC" refers to Barclays Bank PLC (or any successor entity);
·
"BBUKPLC" refers to Barclays Bank UK PLC (or any successor entity);
·
"BRRD" refers to the EU 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 or replaced from time to time (including as amended by Directive (EU)
2019/879 of the European Parliament and of the Council of May 20, 2019) or similar laws in the
United Kingdom;
·
"Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelines
and policies relating to capital adequacy and/or minimum requirement for own funds and eligible
liabilities and/or loss absorbing capacity 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 including, as at
the date hereof, CRD and related technical standards;
·
"CRD" means the legislative package consisting of the Capital Requirements Directive and the CRD
Regulation;
·
"Capital Requirements Directive" means Directive 2013/36/EU on access to the activity of credit
institutions and the prudential supervision of credit institutions and investment firms, as amended or
replaced from time to time (including as amended by Directive (EU) 2019/878 of the European
Parliament and of the Council of May 20, 2019) or similar laws in the United Kingdom;
·
"CRD 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
amended or replaced from time to time (including as amended by Regulation (EU) 2019/876 of the
European Parliament and of the Council of May 20, 2019, to the extent then in application) or similar
laws in the United Kingdom;
·
"The Depository Trust Company" or "DTC" shall include any successor clearing system;
·
"Group" and "Barclays" refer to Barclays PLC (or any successor entity) and its consolidated
subsidiaries;
·
"PRA" means 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" refers to the lawful currency for the time being of the United States; and
·
"we," "us," "our" and the "Issuer" refer to Barclays PLC (or any successor entity), unless the context
requires otherwise.
S-4


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 Senior Notes" below shall have the
same meanings in this summary.
GENERAL
The Issuer
Barclays PLC
Barclays is a British universal bank with a diversified and
connected portfolio of businesses, serving retail and wholesale
customers and clients globally. The Group's businesses
include consumer banking and payments operations around
the world, as well as a top-tier, full service, global consumer
and investment bank. The Group operates as two operating
divisions: the Barclays UK ("Barclays UK") division and the
Barclays International ("Barclays International") division.
These are housed in two banking subsidiaries--Barclays UK
sits within BBUKPLC, and Barclays International sits within
BBPLC--which are supported by Barclays Execution
Services Limited. Barclays Execution Services Limited is the
Group-wide service company providing technology,
operations and functional services to businesses across the
Group.
Barclays UK offers everyday products and services to meet
the banking needs of U.K. based retail customers and small to
medium-sized enterprises. Products and services designed for
the Group's larger corporate, wholesale and international
banking clients are offered by Barclays International.
The Issuer is the ultimate holding company of the Group.
The Securities We Are Offering
We are offering $1,750,000,000 aggregate principal amount of
2.852% Fixed-to-Floating Rate Senior Notes due 2026.
Issue Date
May 7, 2020 (the "Issue Date").
Maturity Date
We will repay the notes at 100% of their principal amount
plus accrued interest on May 7, 2026 (the "Maturity Date").
Fixed Interest Rate
From (and including) the Issue Date to (but excluding) the Par
Redemption Date (the "Fixed Rate Period"), the notes will
bear interest at a rate of 2.852% per annum (the "Fixed
Interest Rate").
Floating Interest Rate
From (and including) the Par Redemption Date to (but
excluding) the Maturity Date (the "Floating Rate Period"), the
notes will bear interest at the applicable Floating Interest Rate.
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The "Floating Interest Rate" for any Floating Rate Interest
Period (as defined below) will be equal to LIBOR, as
determined on the applicable Interest Determination Date,
plus 2.452% per annum (the "Margin"). The Floating Interest
Rate will be reset quarterly on each Interest Reset Date (as
defined below). After a Benchmark Transition Event and its
related Benchmark Replacement Date have occurred, the
Floating Interest Rate will thereafter be determined by
reference to the Benchmark Replacement (as defined below).
See "Benchmark Transition Provisions" below.
Fixed Rate Interest Payment Dates
During the Fixed Rate Period, interest on the notes will
accrue at the Fixed Interest Rate and will be payable semi-
annually in arrear on May 7 and November 7 in each year,
from (and including) November 7, 2020 up to (and
including) the Par Redemption Date (the "Fixed Rate Interest
Payment Dates" and each a "Fixed Rate Interest Payment
Date"); provided that if any Fixed Rate Interest Payment
Date would fall on a day that is not a Business Day (as
defined below), the Fixed Rate 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 Fixed Rate Interest Payment Date.
Floating Rate Interest Payment Dates
During the Floating Rate Period, interest on the notes will accrue
at the applicable Floating Interest Rate and will be payable
quarterly in arrear on August 7, 2025, November 7, 2025,
February 7, 2026 and the Maturity Date (the "Floating Rate
Interest Payment Dates" and each a "Floating Rate Interest
Payment Date"); provided that if any scheduled Floating Rate
Interest Payment Date, other than the Maturity Date, would fall
on a day that is not a Business Day, the Floating Rate Interest
Payment Date will be postponed to the next succeeding Business
Day, except that if that Business Day falls in the next succeeding
calendar month, the Floating Rate Interest Payment Date will be
the immediately preceding Business Day.
Interest Reset Dates
The Par Redemption Date, August 7, 2025, November 7, 2025
and February 7, 2026. If any Interest Reset Date would fall on
a day that is not a Business Day, the Interest Reset Date will
be postponed to the next succeeding Business Day, except that
if that Business Day falls in the next succeeding calendar
month, the Interest Reset Date will be the immediately
preceding Business Day.
Floating Rate Interest Periods
The period beginning on, and including, a Floating Rate Interest
Payment Date and ending on, but not including, the next
succeeding Floating Rate Interest Payment Date (each a "Floating
Rate Interest Period"), provided that the first Floating Rate
Interest Period will begin on and include the Par Redemption
Date and will end on, but exclude, August 7, 2025.
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Document Outline