Obligation Barclay PLC 8% ( XS1002801758 ) en EUR

Société émettrice Barclay PLC
Prix sur le marché 100 %  ⇌ 
Pays  Royaume-uni
Code ISIN  XS1002801758 ( en EUR )
Coupon 8% par an ( paiement trimestriel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation Barclays PLC XS1002801758 en EUR 8%, échue


Montant Minimal 200 000 EUR
Montant de l'émission 1 000 000 000 EUR
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 EUR, avec le code ISIN XS1002801758, paye un coupon de 8% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle







Prospectus Supplement to Prospectus dated September 6, 2013
1,000,000,000 8.0% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
(Callable December 2020 and Every Five Years Thereafter)
Barclays PLC
We, Barclays PLC (the "Issuer"), are issuing 1,000,000,000 aggregate principal amount of 8.0% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (Callable December 2020 and Every
Five Years Thereafter) (the "Securities"). From (and including) the date of issuance to (but excluding) December 15, 2020 (such date and each fifth anniversary date thereafter being a "Reset Date"), the interest rate
on the Securities will be 8.0% per annum. From (and including) each Reset Date to (but excluding) the next following Reset Date, the applicable per annum interest rate will be equal to the sum of the applicable
Mid-Market Swap Rate (as defined herein) on the relevant Reset Determination Date (as defined herein) and 6.75%. The interest rate following any Reset Date may be less than the initial interest rate and/or the
interest rate that applies immediately prior to such Reset Date. Subject to the conditions described herein, interest, if any, will be payable quarterly in arrear on March 15, June 15, September 15 and December 15 of
each year, commencing on March 15, 2014.
As described in this prospectus supplement, the terms of the Securities provide that interest on the Securities will be due and payable only at the sole discretion of the Issuer, and the Issuer shall have
sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date. As described herein, the
terms of the Securities also provide for circumstances under which the Issuer shall be restricted from making an interest payment (in whole or in part) on the Securities on an interest payment date, and
the interest payable in respect of any such interest payment date shall be deemed cancelled (in whole or in part) and therefore not due and payable. Interest will only be due and payable on an interest
payment date to the extent it is not cancelled or deemed cancelled in accordance with the terms of the Securities and as further described herein.
The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result of the fact that the Securities are perpetual securities and that interest on the Securities will be due and
payable only at our sole discretion and that we may cancel (in whole or in part) any interest payment at any time, we are not required to make any payment of the principal amount of the Securities at
any time prior to our winding-up or administration and you may not receive interest on any interest payment date.
The Securities will constitute our direct, unsecured and subordinated obligations, ranking equally without any preference among themselves, as described herein. Book-entry interests in the Securities will be issued
in minimum denominations of 200,000 and in integral multiples of 1,000 in excess thereof.
As described herein, we may, at our option, redeem the Securities, in whole but not in part, on any Reset Date (or at any time in the event of a change in certain U.K. regulatory capital requirements or upon the
occurrence of certain tax events as described herein) at 100% of their principal amount, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described herein)
to (but excluding) the date fixed for redemption.
If a Capital Adequacy Trigger Event (as defined herein) occurs, then an Automatic Conversion (as defined herein) will occur on the Conversion Date (as defined herein), at which point all of the Issuer's
obligations under the Securities (other than certain Issuer obligations in connection with the Conversion Shares Offer (as defined herein), if any, which are referred to herein as the CSO Obligations)
shall be irrevocably and automatically released in consideration of the Issuer's issuance of the Conversion Shares (as defined herein) to the Conversion Shares Depository (as defined herein) (or other
relevant recipient as described herein), and under no circumstances shall such released obligations be reinstated. The Conversion Shares shall initially be registered in the name of the Conversion Shares
Depository (which shall hold the Conversion Shares on behalf of the holders of the Securities) or the relevant recipient in accordance with the terms of Securities. As more fully described herein, the
Issuer may elect, in its sole and absolute discretion, that a Conversion Shares Offer be made by the Conversion Shares Depository to all or some of the then existing shareholders of the Issuer. The
realizable value of any Conversion Shares received by a holder of the Securities following an Automatic Conversion may be significantly less than the sterling equivalent of the Conversion Price (as
defined herein) of 1.99 initially and/or the Conversion Shares Offer Price (as defined herein) of £1.65 initially, and holders of the Securities could lose all or part of their investment in the Securities as a
result of the Automatic Conversion.
Following an Automatic Conversion, the Securities shall remain in existence until the applicable Cancellation Date (as defined herein) for the sole purpose of evidencing (a) the holder's right to receive Conversion
Shares or Conversion Shares Offer Consideration (as defined herein), as applicable, from the Conversion Shares Depository and (b) the Issuer's CSO Obligations, if any. All obligations of the Issuer under the
Securities (except for the CSO Obligations, if any) shall be irrevocably and automatically released in consideration of the Issuer's issuance of the Conversion Shares to the Conversion Shares Depository (or other
relevant recipient as described herein) on the Conversion Date.
By its acquisition of the Securities, each holder of the Securities also 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 Securities and/or the conversion of all, or a portion, of the
principal amount of, or interest on, the Securities 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 Securities to
give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder of the Securities further acknowledges and agrees that the rights of the holders of the
Securities 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 the avoidance of doubt, the potential
conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority is separate and distinct
from an Automatic Conversion following a Capital Adequacy Trigger Event.
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 a 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 by way of amendment to the Banking Act (as defined herein) 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 Securities, each holder of the Securities, 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 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 Securities.
The Securities are expected to be provisionally admitted to trading on the main standard segment of the SIX Swiss Exchange AG ("SIX Swiss Exchange") from December 6, 2013. Application will be made to the
SIX Swiss Exchange for listing of the Securities. The Securities are a new issue of securities and have no established trading market. There can be no assurance that an active trading market in the Securities will
develop, and any trading market that does develop may not be liquid.
Investing in the Securities involves significant risks. See "Risk Factors" beginning on page S-28 of this prospectus supplement, "Risk Review--Risk factors" beginning on page 72 of our Annual Report on
Form 20-F for the year ended December 31, 2012, the "Risk Factors" included in our Current Report on Form 6-K, dated September 16, 2013, which are 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
Securities.
You should reach your own investment decision about the Securities only after consultation with your own financial and legal advisers about risks associated with an investment in the Securities and the
suitability of investing in the Securities in light of the particular characteristics and terms of the Securities, which are complex in structure and operation, and of your particular financial circumstances.
The Securities are not deposit liabilities of Barclays PLC and are not 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.
Underwriting
Proceeds, before expenses, to
Price to Public(1)
Compensation
Barclays PLC
Per Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.0%
0.95%
--
0.3%(2)
98.75%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,000,000,000
12,500,000
987,500,000
Note:
(1) Plus accrued interest, if any, from and including December 10, 2013.
(2) Reflects a structuring fee of 0.3% payable on the aggregate principal amount of the Securities to Barclays Bank PLC.
The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V.
("Euroclear" and, together with Clearstream, Luxembourg, the "Clearing Systems") against payment in immediately available funds on or about December 10, 2013. Beneficial interests in the Securities will be held
through Clearstream, Luxembourg and/or Euroclear and their respective direct and indirect participants, and such direct and indirect participants will record beneficial interests on their books.
By its acquisition of the Securities, each holder shall also be deemed to have (i) acknowledged and agreed that an interest payment shall not be due and payable on the relevant interest payment date if it has been
cancelled or deemed cancelled (in each case, in whole or in part) for any reason in accordance with the terms of the Securities, (ii) consented to (x) the Automatic Conversion, including the appointment of a
Conversion Shares Depository and the issuance of the Conversion Shares thereto (and any related Conversion Shares Offer Consideration, including the appointment of any Conversion Shares Offer Agent (as
defined herein) and the sale of the Conversion Shares by the Conversion Shares Depository), and acknowledged that such Automatic Conversion of its Securities (and any related Conversion Shares Offer) may
occur without any further action on the part of such holder or the trustee and (y) the exercise of any U.K. Bail-in Power as it may be imposed without any prior notice by the relevant U.K. resolution authority of its
decision to exercise such power with respect to the Securities and (iii) authorized, directed and requested the Clearing Systems and any direct participant in the Clearing Systems or other intermediary through which
it holds such Securities to take any and all necessary action, if required, to implement (x) the Automatic Conversion (including any related Conversion Shares Offer) and (y) the exercise of any U.K. Bail-in Power
with respect to the Securities as it may be imposed, without any further action or direction on the part of such holder or the trustee.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Securities or determined that this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
Global Coordinator, Sole Structuring Adviser and Bookrunner
Barclays
Joint Lead Managers
BofA Merrill Lynch
BNP PARIBAS
Crédit Agricole Corporate and Investment Bank
COMMERZBANK
Credit Suisse
Morgan Stanley
Co-Lead Managers
ABN AMRO
Banco Bilbao Vizcaya Argentaria, S.A.
DBS Bank Ltd.
Mizuho Securities
Natixis
Scotiabank
SMBC Nikko
Standard Chartered Bank
TD Securities
Wells Fargo Securities
Prospectus Supplement dated December 3, 2013


TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page Number
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-47
Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities . . .
S-48
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-75
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-81
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-82
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-83
Trading in Ordinary Shares and ADSs by the Issuer and its Affiliates . . . . . . . . . . . . . . . . . . . . . . . .
S-85
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-86
S-2


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 the Group's plans and its current goals and expectations relating to its 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 the Group's 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 program, deleveraging actions, estimates
of capital expenditures and plans and objectives for future operations 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 as issued by the International Accounting
Standards Board ("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 Group)
applicable to past, current and future periods; U.K. domestic, 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 Group; the potential for one or
more countries exiting the Eurozone; the ability to implement the Transform program; and the success of future
acquisitions, disposals and other strategic transactions. In addition, the Directive that forms part of CRD IV (as
defined below) has not been implemented in the United Kingdom, and the PRA (as defined below) may also alter
its stated approach to the application of CRD IV in the United Kingdom. Accordingly, the basis on which our
CET1 Capital (as defined below) and Risk Weighted Assets (as defined below) are calculated under the CRD IV
rules as interpreted by the PRA may be different than the basis on which we currently anticipate they will be
calculated. A number of these influences and factors are beyond the Group's control. As a result, the Group's
actual future results, dividend payments and capital and leverage ratios may differ materially from the plans,
goals, and expectations set forth in the Group's forward-looking statements. The list above is not exhaustive and
there are other factors that may cause the Group's 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 and Exchange Commission (the "SEC") including in our
Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and our Current Report on Form 6-K
furnished to the SEC on September 16, 2013, 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
Securities.
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 SIX Swiss Exchange, the SEC or applicable law, we
expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-
looking statements 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. 333-173886) 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 securities we are offering. 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 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, references to "we," "us," "our," "Barclays" and the "Issuer" refer to
Barclays PLC (or any successor entity), unless the context indicates otherwise. The term "Group" shall mean
Barclays PLC (or any successor entity) and its consolidated subsidiaries, unless the context indicates otherwise.
The term "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. References to "Clearstream, Luxembourg," "Euroclear" or the "Clearing Systems" shall include
any successor clearing systems. References to "£" and "sterling" shall be to the lawful currency for the time
being of the United Kingdom and references to "" and "euro" shall be to the currency introduced at the start of
the third stage of European economic and monetary union, as defined in Article 2 of Council Regulation (EC)
No. 974/98 of May 3, 1998 on the introduction of the euro.
NOTICE TO RESIDENTS OF CANADA
The Issuer beneficially owns the whole of the issued ordinary share capital of Barclays Bank PLC. Barclays
Bank PLC, Canada branch is listed on Schedule III to the Bank Act (Canada) and is subject to regulation by the
Office of the Superintendent of Financial Institutions (Canada). The Securities will be issued by the Issuer and
not by Barclays Bank PLC.
The Securities may be sold only to purchasers purchasing as principal that are both "accredited investors" as
defined in National Instrument 45-106 Prospectus and Registration Exemptions and "permitted clients" as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Securities must be made in accordance with an exemption from the prospectus
requirements and in compliance with the registration requirements of applicable securities laws.
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.
We will issue the Securities under the Contingent Convertible Securities Indenture between us and The Bank of
New York Mellon, London Branch, as trustee, dated November 20, 2013 (the "Original Indenture"), as
supplemented by the Second Supplemental Indenture expected to be entered into on December 10, 2013 between
us and The Bank of New York Mellon, London Branch, as trustee (the "Second Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"). The terms of the Securities include those stated in the
Indenture and any supplements thereto, and those terms made part of the Indenture by reference to the Trust
Indenture Act. We filed the form of Original Indenture as an exhibit to the post-effective Amendment No. 1 to
Form F-3 filed on July 29, 2013, and will file the Second Supplemental Indenture as an exhibit to a report on
Form 6-K on or about December 10, 2013.
Because this section is a summary, it does not describe every aspect of the Securities in detail. This summary is
subject to, and qualified by reference to, the "Description of Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities" section below, all of the definitions and provisions of the Indenture, any
supplement thereto and the Securities. Certain terms used in this prospectus supplement (including in this
"Summary" section), unless otherwise defined herein, have the respective meanings given to them in the
Indenture. Words and expressions defined in "Description of Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities" below shall have the same meanings in this summary.
Investing in the Securities offered under this prospectus supplement involves significant risk. For a discussion of
certain risks that should be considered in connection with an investment in the Securities, see "Risk Factors"
beginning on page S-28 of this prospectus supplement, "Risk Review--Risk factors" beginning on page 72 of our
Annual Report on Form 20-F for the year ended December 31, 2012 and our Current Report on Form 6-K, dated
September 16, 2013, which are incorporated by reference herein.
The Issuer
Barclays PLC
Barclays PLC, including its subsidiary undertakings, is a major global
financial services provider engaged in retail banking, credit cards,
corporate banking, investment banking, wealth management and
investment management services. Barclays PLC is the ultimate
holding company of the Group and one of the largest financial
services companies in the world by market capitalization. Barclays
PLC beneficially owns the whole of the issued ordinary share capital
of Barclays Bank PLC.
The Securities We Are Offering
We are offering 1,000,000,000 aggregate principal amount of 8.0%
Fixed Rate Resetting Perpetual Subordinated Contingent Convertible
Securities (Callable December 2020 and Every Five Years
Thereafter). The Securities will constitute a series of Contingent
Convertible Securities issued under the Indenture.
Issue Date
December 10, 2013.
Perpetual Securities
The Securities are perpetual securities and have no fixed maturity or
fixed redemption date.
Price to Public
100.0%
Interest Rate
From (and including) the date of issuance to (but excluding)
December 15, 2020, the interest rate on the Securities will be 8.0%
per annum. From (and including) each Reset Date to (but excluding)
S-5


the next following Reset Date, the applicable per annum interest rate
will be equal to the sum of the applicable Mid-Market Swap Rate (as
defined herein) on the relevant Reset Determination Date (as defined
herein) and 6.75%.
Reset Date
December 15, 2020 and each fifth anniversary date thereafter,
commencing December 15, 2025.
Reset Determination Date
The second Payment Business Day immediately preceding each Reset
Date.
Mid-Market Swap Rate
The mid-market euro swap rate EURIBOR basis having a five-year
maturity appearing on Reuters page "ISDAFIX2" (or such other page
as may replace such page on Reuters, or such other page as may be
nominated by the person providing or sponsoring the information
appearing on such page for purposes of displaying comparable rates)
at 11:00 a.m. (Frankfurt time) on the relevant Reset Determination
Date, as determined by the Calculation Agent. If such swap rate does
not appear on such page (or such other page or service), the Mid-
Market Swap Rate shall instead be determined by the Calculation
Agent on the basis of (i) Five-year Mid-Market Swap Rate Quotations
provided by the principal office of each of four major banks in the
euro swap rate market (which banks shall be selected by the
Calculation Agent in consultation with the Issuer no less than
20 calendar days prior to the relevant Reset Determination Date) (the
"Reference Banks") at approximately 11:00 a.m. (Frankfurt time) (or
thereafter on such date, with the Calculation Agent acting on a best
efforts basis) on the relevant Reset Determination Date and (ii) the
arithmetic mean expressed as a percentage and rounded, if necessary,
to the nearest 0.001% (0.0005% being rounded upwards) of such
Five-year Mid-Market Swap Rate Quotations. If the relevant Mid-
Market Swap Rate is still not determined on the relevant Reset
Determination Date in accordance with the foregoing procedures, the
relevant Mid-Market Swap Rate shall be the mid-market euro swap
rate EURIBOR basis having a five-year maturity that appeared on the
most recent Reuters page "ISDAFIX2" (or such other page as may
replace such page on Reuters, or such other page as may be
nominated by the person providing or sponsoring the information
appearing on such page for purposes of displaying comparable rates)
that was last available prior to 11:00 a.m. (Frankfurt time) on each
Reset Determination Date, as determined by the Calculation Agent.
"Five-year Mid-Market Swap Rate Quotations" means the arithmetic
mean of the bid and offered rates for the annual fixed leg (calculated
on a 30/360 day count basis) of a fixed-for-floating euro interest rate
swap transaction which: (i) has a term of five years commencing on
the applicable Reset Date; (ii) is in an amount that is representative of
a single transaction in the relevant market at the relevant time with an
acknowledged dealer of good credit in the swap market; and (iii) has
a floating leg based on six-month EURIBOR (calculated on an
Actual/360 day count basis).
Interest Payment Dates
March 15, June 15, September 15 and December 15 of each year,
commencing on March 15, 2014. A payment made on that first
interest payment date, if any, would be in respect of the period from
(and including) December 10, 2013, to (but excluding) March 15,
2014 (and thus a long first interest period).
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Regular Record Dates
The close of business (in the relevant Clearing System) on the
Clearing System Business Day immediately preceding each interest
payment date (or, if the Securities are held in definitive form, the 15th
business day preceding each interest payment date). The term
"Clearing System Business Day" means a day on which each Clearing
System for which any global certificate is being held is open for
business, and the term "business day" means any weekday, other than
one on which banking institutions are authorized or obligated by law
to close in London, United Kingdom.
Interest Payments Discretionary
Interest on the Securities will be due and payable only at the sole
discretion of the Issuer, and the Issuer shall have sole and absolute
discretion at all times and for any reason to cancel (in whole or in
part) any interest payment that would otherwise be payable on any
interest payment date. If the Issuer does not make an interest payment
on the relevant interest payment date (or if the Issuer elects to make a
payment of a portion, but not all, of such interest payment), such non-
payment shall evidence the Issuer's exercise of its discretion to cancel
such interest payment (or the portion of such interest payment not
paid), and accordingly such interest payment (or the portion thereof
not paid) shall not be due and payable.
See also "--Agreement to Interest Cancellation" and "--Notice of
Interest Cancellation" below.
Restriction on Interest Payments
Subject to the extent permitted in the following paragraph in respect
of partial interest payments, the Issuer shall not make an interest
payment on the Securities on any interest payment date (and such
interest payment shall therefore be deemed to have been cancelled
and thus shall not be due and payable on such interest payment date)
if:
(a) the Issuer has an amount of Distributable Items on such
interest payment date that is less than the sum of (i) all
distributions or interest payments made or declared by the
Issuer since the end of the last financial year and prior to
such interest payment date on or in respect of any Parity
Securities, the Securities and any Junior Securities and
(ii) all distributions or interest payments payable by the
Issuer (and not cancelled or deemed cancelled) on such
interest payment date (x) on the Securities and (y) on or in
respect of any Parity Securities, in the case of each of
(i) and (ii), excluding any payments already accounted for
in determining the Distributable Items; or
(b) the Solvency Condition (as defined under "--Ranking"
below) is not satisfied in respect of such interest payment.
The Issuer may, in its sole discretion, elect to make a partial interest
payment on the Securities on any interest payment date, only to the
extent that such partial interest payment may be made without
breaching the restriction in the preceding paragraph.
"Distributable Items" shall have the meaning assigned to such term in
CRD IV (as the same may be amended or replaced from time to time)
as interpreted and applied in accordance with the Capital Regulations
then applicable to the Issuer, but amended so that for so long as there
is any reference therein to "before distributions to holders of own
funds instruments" it shall be read as a reference to "before
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distributions to holders of Parity Securities, the Securities or any
Junior Securities." Under CRD IV, as at the date hereof,
"distributable items" means the amount of the profits at the end of the
latest financial year plus any profits brought forward and reserves
available for that purpose before distributions to holders of own funds
instruments less any losses brought forward, profits which are non-
distributable pursuant to provisions in legislation or the institution's
by-laws and sums placed to non-distributable reserves in accordance
with applicable national law or the statutes of the institution, those
losses and reserves being determined on the basis of the individual
accounts of the institution and not on the basis of the consolidated
accounts.
"Junior Securities" means any ordinary shares, securities or other
obligations (including any guarantee, credit support or similar
undertaking) of the Issuer ranking, or expressed to rank, junior to the
Securities in a winding-up or administration of the Issuer.
"Parity Securities" means any preference shares, securities or other
obligations (including any guarantee, credit support or similar
undertaking) of the Issuer ranking, or expressed to rank, pari passu
with the Securities in a winding-up or administration of the Issuer.
See also "--Agreement to Interest Cancellation" and "--Notice of
Interest Cancellation" below.
Agreement to Interest Cancellation
By acquiring the Securities, holders of the Securities acknowledge
and agree that:
(a) interest is payable solely at the discretion of the Issuer, and
no amount of interest shall become due and payable in
respect of the relevant interest period to the extent that it
has been (x) cancelled (in whole or in part) by us at our
sole discretion and/or (y) deemed cancelled (in whole or in
part) as a result of us having insufficient Distributable
Items or failing to satisfy the Solvency Condition; and
(b) a cancellation or deemed cancellation of interest (in each
case, in whole or in part) in accordance with the terms of
the Indenture shall not constitute a default in payment or
otherwise under the terms of the Securities.
Interest will only be due and payable on an interest payment date to
the extent it is not cancelled or deemed cancelled in accordance with
the provisions described under "--Interest Payments Discretionary"
and "--Restriction on Interest Payments" above. Any interest
cancelled or deemed cancelled (in each case, in whole or in part) in
the circumstances described above shall not be due and shall not
accumulate or be payable at any time thereafter, and holders of the
Securities shall have no rights thereto or to receive any additional
interest or compensation as a result of such cancellation or deemed
cancellation.
Notice of Interest Cancellation
If practicable, we shall provide notice of any cancellation or deemed
cancellation of interest (in whole or in part) to the holders of the
Securities through the Clearing Systems (or, if the Securities are held
in definitive form, to the holders at their addresses shown on the
register for the Securities) and to the trustee directly on or prior to the
relevant interest payment date. If practicable, we shall endeavor to
provide such notice at least five (5) business days prior to the relevant
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interest payment date. Failure to provide such notice will not have
any impact on the effectiveness of, or otherwise invalidate, any such
cancellation or deemed cancellation of interest, or give holders of the
Securities any rights as a result of such failure.
Ranking
The Securities will constitute our direct, unsecured and subordinated
obligations, ranking equally without any preference among
themselves. The rights and claims of the holders of the Securities in
respect of or arising from the Securities will be subordinated to the
claims of Senior Creditors.
If:
(a) an order is made, or an effective resolution is passed, for
the winding-up of the Issuer (except in any such case for a
solvent winding-up solely for the purpose of a merger,
reconstruction or amalgamation); or
(b) following the appointment of an administrator of the Issuer,
the administrator gives notice that it intends to declare and
distribute a dividend,
then, (1) if such events specified in (a) or (b) above occur before the
date on which a Capital Adequacy Trigger Event occurs, there shall be
payable by the Issuer in respect of each Security (in lieu of any other
payment by the Issuer) such amount, if any, as would have been
payable to a holder of Securities if, on the day prior to the
commencement of the winding-up or such administration and
thereafter, such holder of Securities were the holder of the most senior
class of preference shares in the capital of the Issuer, having an equal
right to a return of assets in the winding-up or such administration to,
and so ranking pari passu with, the holders of such class of preference
shares (if any) from time to time issued by the Issuer that has a
preferential right to a return of assets in the winding-up or such
administration, and so ranking ahead of the holders of all other classes
of issued shares for the time being in the capital of the Issuer, but
ranking junior to the claims of Senior Creditors, and on the assumption
that the amount that such holder of Securities was entitled to receive in
respect of such preference shares, on a return of assets in such winding-
up or such administration, were an amount equal to the principal
amount of the relevant Security and (2) if such events specified in (a) or
(b) above occur on or after the date on which a Capital Adequacy
Trigger Event occurs but before the Conversion Date, there shall be
payable by the Issuer in respect of each Security (in lieu of any other
payment by the Issuer) such amount, if any, as would have been
payable to a holder of Securities on a return of assets in such winding-
up or such administration if the Conversion Date in respect of an
Automatic Conversion had occurred immediately before the occurrence
of such events specified in (a) or (b) above.
Furthermore, other than in the event of a winding-up or
administration of the Issuer referred to above, payments in respect of
or arising from the Securities are conditional upon the Issuer being
solvent at the time of payment by the Issuer and in that no sum in
respect of or arising from the Securities may fall due and be paid
except to the extent that the Issuer could make such payment and still
be solvent immediately thereafter (such condition referred to herein as
the "Solvency Condition"). The Issuer shall be considered to be
solvent at a particular point in time if (i) it is able to pay its debts
owed to Senior Creditors as they fall due and (ii) the Balance Sheet
Condition has been met.
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"Senior Creditors" means creditors of the Issuer (i) who are
unsubordinated creditors; (ii) whose claims are, or are expressed to
be, subordinated (whether only in the event of the winding-up or
administration of the Issuer or otherwise) to the claims of
unsubordinated creditors of the Issuer but not further or otherwise; or
(iii) whose claims are, or are expressed to be, junior to the claims of
other creditors of the Issuer, whether subordinated or unsubordinated,
other than those whose claims rank, or are expressed to rank,
pari passu with, or junior to, the claims of the holders of the
Securities.
The "Balance Sheet Condition" shall be satisfied in relation to the
Issuer if the value of its assets is at least equal to the value of its
liabilities (taking into account its contingent and prospective
liabilities), according to the criteria that would be applied by the High
Court of Justice of England and Wales (or the relevant authority of
such other jurisdiction in which the Issuer may be organized) in
determining whether the Issuer is "unable to pay its debts" under
section 123(2) of the U.K. Insolvency Act 1986 or any amendment or
re-enactment thereof (or in accordance with the corresponding
provisions of the applicable laws of such other jurisdiction in which
the Issuer may be organized).
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."
No Set-off
Subject to applicable law, no holder of Securities 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 Securities and each holder of Securities shall, by virtue of its
holding of any Securities, be deemed to have waived all such rights of
set-off, compensation or retention.
Optional Redemption
We may, at our option, redeem the Securities, in whole but not in
part, on any Reset Date at 100% of their principal amount, together
with any accrued but unpaid interest (which excludes any interest
cancelled or deemed cancelled as described under "--Interest
Payments Discretionary" or "--Restriction on Interest Payments"
above) to (but excluding) the date fixed for redemption. Any optional
redemption will 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 Securities
that occurs on or after the issue date of the Securities and that does, or
would be likely to, result in any of the outstanding aggregate principal
amount of the Securities ceasing to be included in, or counting
towards, the Group's Tier 1 Capital (a "Regulatory Event"), we may,
at our option, redeem the Securities, in whole but not in part, at a
redemption price equal to 100% of their principal amount, together
with any accrued but unpaid interest (which excludes any interest
cancelled or deemed cancelled as described under "--Interest
Payments Discretionary" or "--Restriction on Interest Payments"
above) to (but excluding) the date fixed for redemption. Any
redemption upon the occurrence of a Regulatory Event will be subject
to the provisions described under "--Notice of Redemption" and
"--Condition to Redemption" below.
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