Obligation Barclay PLC 4.25% ( XS0491009659 ) en EUR

Barclay PLC

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XS0491009659 ( en EUR )

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Prospectus brochure de l'obligation Barclays PLC XS0491009659 en EUR 4.25%, échue

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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 EUR, avec le code ISIN XS0491009659, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/03/2022

CLIFFORD CHANCE LLP

EXECUTION VERSION

DATED 9 NOVEMBER 2015
BARCLAYS BANK PLC
AS ISSUER
AND
BARCLAYS COVERED BONDS LLP
AS GUARANTOR
AND
CITICORP TRUSTEE COMPANY LIMITED
AS BOND TRUSTEE AND SECURITY TRUSTEE

SUPPLEMENTAL TRUST DEED
SUPPLEMENTAL TO THE TRUST DEED

DATED 18 DECEMBER 2007 (AS AMENDED,

RESTATED AND SUPPLEMENTED FROM TIME TO
TIME)
RELATING TO A 35 BILLION GLOBAL COVERED
BOND PROGRAMME

CONTENTS
Clause
Page
1.
Definitions ......................................................................................................................... 2
2.
Direction of Relevant Covered Bondholders .................................................................... 2
3.
Amendments to Final Terms ............................................................................................. 2
4.
Representations and Warranties ........................................................................................ 2
5.
Miscellaneous .................................................................................................................... 3
6.
Governing Law and Submission to Jurisdiction ................................................................ 3
7.
Contracts (Rights of Third Parties) Act 1999 .................................................................... 3
8.
Counterparts ...................................................................................................................... 3
Schedule 1 Amended and Restated Final Terms in respect of the Series 2009-1 Covered
Bonds ................................................................................................................................. 6
Schedule 2 Amended and Restated Final Terms in respect of the Series 2010-2 Covered
Bonds ................................................................................................................................. 7
Schedule 3 Amended and Restated Final Terms in respect of the Series 2011-1 Covered
Bonds ................................................................................................................................. 8
Schedule 4 Amended and Restated Final Terms in respect of the Series 2011-2 Covered
Bonds ................................................................................................................................. 9

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THIS SUPPLEMENTAL TRUST DEED is made on 9 November 2015
BETWEEN:
(1)
BARCLAYS BANK PLC, (registered number 1026167), a public limited company
incorporated under the laws of England and Wales, whose registered office is at 1
Churchill Place, London E14 5HP (in its capacity as the "Issuer");
(2)
BARCLAYS COVERED BONDS LLP, (registered number OC332284) a limited
liability partnership incorporated under the laws of England and Wales, whose
registered office is at 1 Churchill Place, London E14 5HP (in its capacity as the
"Guarantor"); and
(3)
CITICORP TRUSTEE COMPANY LIMITED, (registered number 235914), a
private limited company incorporated under the laws of England and Wales, whose
registered office is at Citigroup Centre 2, Canada Square, Canary Wharf, London E14
5LB (in its capacities as the "Bond Trustee" and the "Security Trustee" which
expressions shall, wherever the context so admits, include such company and all other
persons or companies for the time being the bond trustee or bond trustees and/or
security trustee or security trustees under the Trust Deed).
WHEREAS:
(A)
The Issuer, the Guarantor, the Bond Trustee and the Security Trustee have entered
into a trust deed made on 18 December 2007, as amended, restated, supplemented or
varied from time to time (the "Trust Deed").
(B)
The Issuer has issued certain Covered Bonds pursuant to its global covered bond
programme, including the Series 2009-1 EUR 2,000,000,000 4.00 per cent. Covered
Bonds due 2019 (the "Series 2009-1 Covered Bonds"), the Series 2010-2 EUR
1,300,000,000 4.25 per cent. Covered Bonds due 2022 (the "Series 2010-2 Covered
Bonds"), the Series 2011-1 EUR 1,000,000,000 4.00 per cent. Covered Bonds due
2021 (the "Series 2011-1 Covered Bonds") and the Series 2011-2 EUR
1,500,000,000 3.625 per cent. Covered Bonds due 2016 (the "Series 2011-2 Covered
Bonds", and, together with the Series 2009-1 Covered Bonds, the Series 2010-2
Covered Bonds and the Series 2011-1 Covered Bonds, the "Relevant Covered
Bonds") which were constituted pursuant to the Trust Deed.
(C)
Pursuant to extraordinary resolutions dated 9 November 2015 (the "Extraordinary
Resolutions") of the Covered Bondholders of each Series of the Relevant Covered
Bonds (the "Relevant Covered Bondholders"), the Relevant Covered Bondholders
assent to the modification of the Conditions of each Series of the Relevant Covered
Bonds (as described more particularly under Clause 3 (Amendments to Final Terms)
below) and authorise, direct, request and empower the parties to enter into this Deed
in order to effect the modifications referred to in Clause 3 (Amendments to Final
Terms) below.

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Now this Supplemental Trust Deed witnesses and it is hereby agreed as follows:
1.
DEFINITIONS
Unless otherwise defined in this Deed or the context requires otherwise, words and
expressions used in this Deed shall have the meanings and constructions ascribed to
them in the master definitions schedule entered into between, inter alios, the parties to
this Deed and dated 18 December 2007 (as amended, restated or supplemented from
time to time) (the "Master Definitions Schedule"). This Deed shall be construed in
accordance with the interpretation provisions set out in clause 2 (Interpretation and
Construction) of the Master Definitions Schedule.
2.
DIRECTION OF RELEVANT COVERED BONDHOLDERS
Pursuant to the Extraordinary Resolutions, the Relevant Covered Bondholders have
authorised, directed, requested and empowered the parties hereto to enter into this
Supplemental Trust Deed to modify the Conditions of each Series of the Relevant
Covered Bonds by way of a modification to the Final Terms of each such Series as set
out in Clause 3 (Amendments to Final Terms) below.
3.
AMENDMENTS TO FINAL TERMS
With effect from the date hereof, the parties hereto agree:
3.1
the Final Terms in respect of the Series 2009-1 Covered Bonds shall be amended and
restated as set out in Schedule 1 (Amended and Restated Final Terms in respect of the
Series 2009-1 Covered Bonds) hereto;
3.2
the Final Terms in respect of the Series 2010-2 Covered Bonds shall be amended and
restated as set out in Schedule 2 (Amended and Restated Final Terms in respect of the
Series 2010-2 Covered Bonds) hereto;
3.3
the Final Terms in respect of the Series 2011-1 Covered Bonds shall be amended and
restated as set out in Schedule 3 (Amended and Restated Final Terms in respect of the
Series 2011-1 Covered Bonds) hereto; and
3.4
the Final Terms in respect of the Series 2011-2 Covered Bonds shall be amended and
restated as set out in Schedule 4 (Amended and Restated Final Terms in respect of the
Series 2011-2 Covered Bonds) hereto.
4.
REPRESENTATIONS AND WARRANTIES
4.1
Each of the Issuer and the Guarantor herein represents and warrants to each other and
each of the Bond Trustee and the Security Trustee as follows:
4.1.1
it is duly incorporated under the laws of its jurisdiction of incorporation;
4.1.2
its memorandum and articles or other constitutional documents give it power
and all necessary corporate, or other, authorities have been obtained and all
necessary action taken, for it to enter into this Deed and the transactions and
amendments contemplated hereby and this Deed and the Final Terms relating
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to each Series of the Relevant Covered Bonds as amended hereby constitute its
valid, legal and binding obligations;
4.1.3
neither the signing and the delivery of this Deed nor the performance of any of
the transactions or amendments contemplated hereby does or will contravene
or constitute a default under or cause to be exceeded any limitation in its
powers or any law or regulation by which it or any of its assets is bound or
affected or its constitutional documents or any agreement to which it is a party
or by which any of its assets are bound; and
4.1.4
there have been no breaches of any obligations assumed by it pursuant to the
the Final Terms relating to each Series of the Relevant Covered Bonds.
5.
MISCELLANEOUS
The Trust Deed shall, in relation to the Relevant Covered Bonds, henceforth be read
and construed as one document with this Deed, and the Trust Deed (as modified by
this Deed) shall continue in full force and effect.
6.
GOVERNING LAW AND SUBMISSION TO JURISDICTION
6.1
This Deed and any non-contractual obligations arising out of or in connection with it
is governed by, and shall be construed in accordance with, English law.
6.2
Each of the parties hereto irrevocably agrees that the courts of England shall have
jurisdiction to hear and determine any suit, action or proceeding, and to settle any
disputes, which may arise out of or in connection with this Deed (including a dispute
relating to any non-contractual obligations arising out of or in connection with this
Deed) and, for such purposes, irrevocably submits to the jurisdiction of such courts.
7.
CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this Deed has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Deed, but this does not affect any
right or remedy of a third party which exists or is available apart from that Act.
8.
COUNTERPARTS
This Deed may be executed and delivered in any number of counterparts, all of which,
taken together, shall constitute one and the same deed and any party to this Deed may
enter into the same by executing and delivering a counterpart.
In witness whereof this Deed has been executed as a deed as of the date stated at the
beginning.

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SCHEDULE 1
AMENDED AND RESTATED FINAL TERMS IN RESPECT OF THE SERIES 2009-1
COVERED BONDS

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FINAL TERMS
Final Terms dated 7 October 2009 as amended and restated on 9 November 2015
(to the Base Prospectus dated 23 September 2009 as supplemented on 28 September 2009)
Barclays Bank PLC
Issue of EUR 2,000,000,000 Series 2009-1 4.00 per cent. Covered Bonds due 2019
irrevocably and unconditionally guaranteed as to payment of principal and interest by
Barclays Covered Bonds LLP
under the
35 billion Global Covered Bond Programme
The Programme has been registered and notice of the issue of these Covered Bonds has been made, under
the Regulated Covered Bonds Regulations 2008.
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the conditions (the
"Conditions") set forth in the Base Prospectus dated 23 September 2009 and the supplemental Base
Prospectus dated 28 September 2009 which together constitute a base prospectus (the "Base Prospectus")
for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This
document constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article
5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. Full
information on the Issuer, the Guarantor and the offer of the Covered Bonds is only available on the basis
of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base
Prospectus and the supplemental Base Prospectus are available for viewing at Barclays Treasury, 1
Churchill Place, London E14 5HP during normal business hours and copies may be obtained from
Citibank N.A., London Branch at Citigroup Centre, Canada Square, London E14 5LB.
1.
(i)
Issuer:
Barclays Bank PLC

(ii)
Guarantor:
Barclays Covered Bonds LLP

(iii)
Series Number:
2009-1

2.
Tranche Number:
1

3.
Specified
Currency
or Euro (EUR)

Currencies:
4.
Nominal Amount of Covered EUR 2,000,000,000

Bonds to be issued:
5.
Aggregate Nominal Amount of

the Covered Bonds Admitted to
trading:

(i)
Series:
EUR 2,000,000,000

(ii)
Tranche:
EUR 2,000,000,000

6.
(i)
Issue Price:
99.563 per cent. of the Aggregate Nominal
Amount

(ii)
Net proceeds
EUR 1,983,560,000

7.
Specified Denominations:
EUR 50,000

8.
(i)
Issue Date:
7 October 2009

(ii)
Interest Commencement 7 October 2009

Date:
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