Obligation Barclay PLC 7.875% ( XS1274156097 ) en GBP

Société émettrice Barclay PLC
Prix sur le marché 100 %  ▼ 
Pays  Royaume-uni
Code ISIN  XS1274156097 ( en GBP )
Coupon 7.875% par an ( paiement trimestriel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation Barclays PLC XS1274156097 en GBP 7.875%, échue


Montant Minimal 200 000 GBP
Montant de l'émission 1 000 000 000 GBP
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 GBP, avec le code ISIN XS1274156097, paye un coupon de 7.875% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle








IMPORTANT NOTICE

Dear Sirs

Proposed offering of £1,000,000,000 7.875 per cent. Fixed Rate Resetting Perpetual Subordinated
Contingent Convertible Securities (Callable 2022 and Every Five Years Thereafter) (the "Securities")
issued by Barclays PLC (the "Issuer")

The Issuer is proposing to undertake an offering (the "Offer") of the Securities on the terms set out in an
offering circular dated 7 August 2015 (the "Offering Circular") which is being sent to you with this letter.
This letter contains important information relating to restrictions with respect to the offer and sale of the
Securities (including pursuant to the MR Rules (as defined below) to retail investors).

Restrictions on marketing and sales of the Securities to retail investors

The Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority (the "FCA") published the Temporary
Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (the "TMR"), which took effect
on 1 October 2014 and, in June 2015, published the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015, which will replace the TMR from 1 October 2015
(the "PI").
Under the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules") and in the
PI (as amended or replaced from time to time, the "PI Rules" and, together with the TMR Rules, the "MR
Rules"), (i) certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Securities, must not be sold to retail clients in the EEA and (ii)(a) until 1 October 2015,
nothing may be done that would or might result in the buying of such securities (or the holding of a
beneficial interest in such securities) by a retail client in the EEA (in each case within the meaning of the
TMR Rules), or (b) from 1 October 2015, there must not be any communication or approval of an invitation
or inducement to participate in, acquire or underwrite such securities (or the beneficial interest in such
securities) where that invitation or inducement is addressed to or disseminated in such a way that it is likely
to be received by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in
accordance with the limited exemptions set out in the applicable MR Rules.
Barclays Bank PLC and the other managers (the "Managers") are required to comply with the applicable
MR Rules. By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial
interest in such Securities) from the Issuer and/or the Managers, you represent, warrant, agree with and
undertake to the Issuer and each of the Managers that:
1.
you are not a retail client in the EEA (as defined in the applicable MR Rules);
2.
whether or not you are subject to the MR Rules, you will not (A) sell or offer the Securities (or any
beneficial interests therein) to retail clients in the EEA or (B) either (x) until 1 October 2015, do
anything (including the distribution of the Offering Circular) that would or might result in the
buying of the Securities or the holding of a beneficial interest in the Securities by a retail client in
the EEA (in each case within the meaning of the TMR Rules) or (y) from 1 October 2015,
communicate (including the distribution of the Offering Circular) or approve an invitation or
inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein)
where that invitation or inducement is addressed to or disseminated in such a way that it is likely to
be received by a retail client in the EEA (in each case within the meaning of the PI Rules), in any
such case other than (i) in relation to any sale or offer to sell Securities (or any beneficial interests
therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and will
not give rise to a contravention of the applicable MR Rules by any person and/or (ii) in relation to
any sale or offer to sell Securities (or any beneficial interests therein) to a retail client in any EEA
member state other than the United Kingdom, where (a) you have conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the Securities (or
any beneficial interests therein) and is able to bear the potential losses involved in an investment in
the Securities (or any beneficial interests therein) and (b) you have at all times acted in relation to

1



such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC)
("MiFID") to the extent it applies to you or, to the extent MiFID does not apply to you, in a manner
which would be in compliance with MiFID if it were to apply to you; and
3.
you will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Securities (or any beneficial interests therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability of
an investment in the Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where you are acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/or the
Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both you as agent and your underlying client.

You acknowledge that each of the Issuer and the Managers will rely upon the truth and accuracy of the
representations, warranties, agreements and undertakings set forth herein and are entitled to rely upon this
letter and are irrevocably authorised to produce this letter or a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the matters covered hereby. This letter
is additional to, and shall not replace, the obligations set out in any pre-existing general engagement terms
entered into between you and any one of the Managers relating to the matters set out herein.
Capitalised but undefined terms used in this letter shall have the meaning given to them in the Offering
Circular.
This document is not an offer to sell or an invitation to buy any Securities.
Your offer or agreement to buy any Securities will constitute your acceptance of the terms of this letter and
your confirmation that the representations and warranties made by you pursuant to this letter are accurate.
This letter and any non-contractual obligations arising out of or in connection with it are governed by
English law. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in
connection with this letter (including a dispute relating to the existence or validity of this letter or any non-
contractual obligations arising out of or in connection with this letter) or the consequences of its nullity.
Should you require any further information, please do contact us.

Yours faithfully

BARCLAYS BANK PLC
and the other Managers

cc: Barclays PLC


2



THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO PERSONS WHO ARE NOT U.S.
PERSONS AND WHO ARE LOCATED OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the offering
circular following this page (the "Offering Circular") and you are therefore advised to read this page
carefully before reading, accessing or making any other use of the Offering Circular. In accessing the
Offering Circular, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from Barclays PLC (the "Issuer") or
Barclays Bank PLC (the "Bookrunner"), Banca IMI S.p.A., Banco Bilbao Vizcaya Argentaria, S.A.,
Banco Santander, S.A., BNP PARIBAS, Morgan Stanley & Co. International plc, SMBC Nikko Capital
Markets Limited, Standard Chartered Bank, UBS Limited and Wells Fargo Securities International
Limited (together, the "Joint Lead Managers") and ABN AMRO Bank N.V., Lloyds Bank plc, Pohjola
Bank plc, Scotiabank Europe plc and The Toronto-Dominion Bank (together, the "Co-Lead Managers"
and, together with the Bookrunner and the Joint Lead Managers, the "Managers") as a result of such
access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
SECURITIES LAWS.
THE OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN
PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THE OFFERING CIRCULAR IN WHOLE OR IN PART
IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO
ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE
ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE OFFERING CIRCULAR.
The securities referred to in the Offering Circular are not intended to be sold and should not be sold to
retail clients in the European Economic Area, as defined in the rules set out in the Temporary Marketing
Restriction (Contingent Convertible Securities) Instrument 2014 or the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015 (together, the "MR Rules"), as
amended or replaced from time to time, other than in circumstances that do not and will not give rise to a
contravention of those rules by any person. Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" on pages 1-2 of the Offering Circular for further
information.
Confirmation of your representation: In order to be eligible to view the Offering Circular or make an
investment decision with respect to the securities being offered, prospective investors must be located
outside the United States. The Offering Circular is being sent to you at your request, and by accessing the
Offering Circular you shall be deemed to have represented to the Issuer and the Managers that (1) you
and any customers you represent are purchasing the securities being offered in an offshore transaction
(within the meaning of Regulation S under the Securities Act) and the electronic mail address that you
have provided and to which this e-mail has been delivered is not located in the United States, its
territories and possessions, any State of the United States or the District of Columbia and (2) you consent
to delivery of the Offering Circular by electronic transmission.
You are reminded that the Offering Circular has been delivered to you on the basis that you are a person
into whose possession the Offering Circular may be lawfully delivered in accordance with the laws of the
jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Offering
Circular to any other person.
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The materials relating to this offering do not constitute, and may not be used in connection with, an offer
or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires
that the offering be made by a licensed broker or dealer, and a Manager or any affiliate of a Manager is a
licensed broker or dealer in the relevant jurisdiction, the offering shall be deemed to be made by such
Manager or such affiliate on behalf of the Issuer in such jurisdiction.
The Offering Circular does not constitute an offer of the securities to the public in the United Kingdom.
The Offering Circular is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (iv) other persons to whom it may lawfully be
communicated (all such persons in (i), (ii), (iii) and (iv) above together being referred to as "relevant
persons"). The securities are only available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person
who is not a relevant person should not act or rely on the Offering Circular or any of its contents. The
Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Issuer and the Managers, any person who controls them or any director, officer,
employee or agent of them or affiliate of any such person accepts any liability or responsibility
whatsoever in respect of any difference between the Offering Circular distributed to you in electronic
format and the hard copy version available to you on request from the Managers.

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OFFERING CIRCULAR DATED 7 AUGUST 2015

BARCLAYS PLC
(incorporated with limited liability in England and Wales)
£1,000,000,000 7.875 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities
(Callable 2022 and Every Five Years Thereafter)
Barclays PLC (the "Issuer") is issuing £1,000,000,000 aggregate principal amount of 7.875 per cent. Fixed Rate
Resetting Perpetual Subordinated Contingent Convertible Securities (Callable 2022 and Every Five Years Thereafter)
(the "Securities") at an issue price of 99.990 per cent.
From (and including) the date of issuance to (but excluding) 15 September 2022 (such date and each fifth anniversary
date thereafter being a "Reset Date"), the interest rate on the Securities will be 7.875 per cent. 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 6.099 per cent. 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 set out herein, interest, if any, will be payable quarterly in arrear on 15 March, 15 June, 15
September and 15 December of each year (each, an "Interest Payment Date"), commencing on 15 December 2015.
A payment made on 15 December 2015, if any, would be in respect of the period from (and including) 11 August
2015 to (but excluding) 15 December 2015 (and thus a long first interest period).
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. In certain circumstances, 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.
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 the
Issuer's sole discretion and that the Issuer may cancel (in whole or in part) any interest payment at any time,
the Issuer is not required to make any payment of the principal amount of the Securities at any time prior to
its winding-up or administration and Holders (as defined herein) may not receive interest on any Interest
Payment Date.
The rights and claims of the Holders will be subordinated to the claims of Senior Creditors (as defined herein).
Subject to certain conditions, the Issuer may, at its 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 per cent. 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 set out 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 or the relevant recipient in accordance with the terms of Securities). 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 realisable value of any Conversion Shares
received by a Holder following an Automatic Conversion may be significantly less than the Conversion Price
(as defined herein) of £1.65 initially, and Holders 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.
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Application has been made for the Securities to be provisionally admitted to trading on the main standard of the SIX
Swiss Exchange AG ("SIX Swiss Exchange") from 11 August 2015. 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.
The Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules
set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 or the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or
replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those
rules by any person. Prospective investors are referred to the section headed "Restrictions on marketing and sales to
retail investors" on page 1 of this Offering Circular for further information.
This Offering Circular does not constitute a prospectus for the purposes of Directive 2003/71/EC, as amended and, in
accordance with such Directive, no prospectus is required in connection with the issuance of the Securities.
The Securities have not been, and will not be, registered under the United States Securities Act of 1933 (the
"Securities Act") and are subject to United States tax law requirements. The Securities are being offered outside the
United States by the Managers (as defined in "Subscription and Sale") in accordance with Regulation S under the
Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
The Securities will be in registered form in denominations of £200,000 and integral multiples of £1,000 in excess
thereof. The Securities will be represented by a global certificate deposited with a common depositary for
Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg") and/or Euroclear Bank SA/NV
("Euroclear" and, together with Clearstream, Luxembourg, the "Clearing Systems") and registered in the name of
such depositary or its nominee. 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. The Issuer will not issue individual certificates in respect of the Securities
except in limited circumstances set out in "Forms of the Securities" below. Settlement of the Securities will occur
through the Clearing Systems against payment for value on 11 August 2015.
The Securities are expected on issue to be rated B+ by Standard & Poor's Credit Market Services Europe Limited
("Standard & Poor's"), BB+ by Fitch Ratings Ltd. ("Fitch") and Ba2 by Moody's Investors Service Ltd.
("Moody's"). Each of Standard & Poor's, Fitch and Moody's is established in the European Union and registered
under Regulation (EC) No 1060/2009, as amended. A security rating is not a recommendation to buy, sell or hold
Securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency.
Investing in the Securities involves significant risks. For more information, see the section entitled "Risk Factors",
and the information included and incorporated by reference in this Offering Circular for a discussion of the factors
investors should carefully consider before deciding to invest in the Securities.
Investors should reach their own investment decision about the Securities only after consultation with their
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 in light of each investor's particular financial circumstances.
Sole Structuring Adviser and Sole Bookrunner
Barclays
Joint Lead Managers
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
Morgan Stanley
Santander Global Banking & Markets
SMBC Nikko
Standard Chartered Bank
UBS Investment Bank
Wells Fargo Securities

Co-Lead Managers

ABN AMRO
Lloyds Bank
Pohjola Bank plc
Scotiabank TD
Securities

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CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
OVERVIEW ................................................................................................................................................. 4
RISK FACTORS ........................................................................................................................................ 14
INFORMATION INCORPORATED BY REFERENCE .......................................................................... 48
TERMS AND CONDITIONS OF THE SECURITIES ............................................................................. 49
DESCRIPTION OF ORDINARY SHARES .............................................................................................. 86
FORM OF THE SECURITIES .................................................................................................................. 88
USE OF PROCEEDS ................................................................................................................................. 90
DESCRIPTION OF THE ISSUER AND THE GROUP ............................................................................ 91
UNITED KINGDOM TAXATION ......................................................................................................... 111
SWITZERLAND ...................................................................................................................................... 113
OTHER TAX CONSIDERATIONS ........................................................................................................ 115
SUBSCRIPTION AND SALE ................................................................................................................. 117
GENERAL INFORMATION .................................................................................................................. 119
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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Offering Circular and declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Offering
Circular, to the best of the Issuer's knowledge, is in accordance with the facts and contains no omission
likely to affect its import.
This Offering Circular must be read and construed with any information incorporated by reference herein
(see "Information Incorporated by Reference" below).
The Issuer has confirmed to the Managers (as defined in "Subscription and Sale" below) that this
Offering Circular contains all information which is (in the context of the issue, offering and sale of the
Securities) material with regard to the Issuer and its subsidiaries, such information is true and accurate in
all material respects and is not misleading in any material respect and does not omit to state any other fact
required to be stated herein or the omission of which would make any information contained herein
misleading in any material respect and all reasonable enquiries have been made to ascertain such facts
and to verify the accuracy of all such information.
The Issuer has not authorised the making or provision of any representation or information regarding the
Issuer, the Group or the Securities other than as contained in this Offering Circular or as approved for
such purpose by the Issuer. Any such representation or information should not be relied upon as having
been authorised by the Issuer or the Managers.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this
Offering Circular and none of them makes any representation or warranty or accepts any responsibility as
to the accuracy or completeness of the information contained in this Offering Circular. Neither the
delivery of this Offering Circular nor the offering, sale or delivery of any Security shall in any
circumstances create any implication that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the Issuer's or Group's condition (financial or otherwise) since the
date of this Offering Circular.
This Offering Circular does not constitute an offer of, or an invitation to subscribe for or purchase, any
Securities.
The distribution of this Offering Circular and the offering, sale and delivery of Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and by the Managers to inform themselves about and to observe any such
restrictions. For a description of certain restrictions on offers, sales and deliveries of Securities and on
distribution of this Offering Circular and other offering material relating to the Securities, see
"Subscription and Sale".
Restrictions on marketing and sales to retail investors
The Securities are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority (the "FCA") published the
Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (the "TMR"),
which took effect on 1 October 2014 and, in June 2015, published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which will replace the TMR from
1 October 2015 (the "PI").
Under the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules") and in
the PI (as amended or replaced from time to time, the "PI Rules" and, together with the TMR Rules, the
"MR Rules"), (i) certain contingent write-down or convertible securities (including any beneficial
interests therein), such as the Securities, must not be sold to retail clients in the EEA and (ii)(a) until 1
October 2015, nothing may be done that would or might result in the buying of such securities (or the
holding of a beneficial interest in such securities) by a retail client in the EEA (in each case within the
meaning of the TMR Rules), or (b) from 1 October 2015, there must not be any communication or
approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the
beneficial interest in such securities) where that invitation or inducement is addressed to or disseminated
87441-9-938-v28.0
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in such a way that it is likely to be received by a retail client in the EEA (in each case, within the meaning
of the PI Rules), other than in accordance with the limited exemptions set out in the applicable MR Rules.
The Managers are required to comply with the applicable MR Rules. By purchasing, or making or
accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Issuer
and/or the Managers, each prospective investor represents, warrants, agrees with and undertakes to the
Issuer and each of the Managers that:
1.
it is not a retail client in the EEA (as defined in the applicable MR Rules);
2.
whether or not it is subject to the MR Rules, it will not (A) sell or offer the Securities (or any
beneficial interests therein) to retail clients in the EEA or (B) either (x) until 1 October 2015, do
anything (including the distribution of this Offering Circular) that would or might result in the
buying of the Securities or the holding of a beneficial interest in the Securities by a retail client in
the EEA (in each case within the meaning of the TMR Rules) or (y) from 1 October 2015,
communicate (including the distribution of this Offering Circular) or approve an invitation or
inducement to participate in, acquire or underwrite the Securities (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way that it
is likely to be received by a retail client in the EEA (in each case within the meaning of the PI
Rules), in any such case other than (i) in relation to any sale or offer to sell Securities (or any
beneficial interests therein) to a retail client in or resident in the United Kingdom, in
circumstances that do not and will not give rise to a contravention of the applicable MR Rules by
any person and/or (ii) in relation to any sale or offer to sell Securities (or any beneficial interests
therein) to a retail client in any EEA member state other than the United Kingdom, where (a) it
has conducted an assessment and concluded that the relevant retail client understands the risks of
an investment in the Securities (or any beneficial interests therein) and is able to bear the
potential losses involved in an investment in the Securities (or any beneficial interests therein)
and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets in
Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the
extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it
were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the
Securities (or any beneficial interests therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability
of an investment in the Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/or
the Managers, the foregoing representations, warranties, agreements and undertakings will be given by
and be binding upon both the agent and its underlying client.
The Securities are complex financial instruments and such instruments may be purchased by investors as
a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their
overall portfolios. Each potential investor in the Securities should determine the suitability of such
investment in light of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the
merits and risks of investing in the Securities and the information contained or incorporated by
reference in this Offering Circular;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact the Securities will
have on its overall investment portfolio;
(iii)
understand thoroughly the terms of the Securities, such as the provisions governing an Automatic
Conversion (including, in particular, the circumstances under which a Capital Adequacy Trigger
Event may occur) and the situations in which interest payments may be cancelled or deemed
cancelled; and
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(iv)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations, or
review or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent: (i) Securities are legal investments for it; (ii) Securities can be used
as collateral for various types of borrowing; and (iii) other restrictions apply to its purchase or pledge of
any Securities. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of the Securities under any applicable risk-based capital or similar
rules.
Prior to making an investment decision, potential investors should consider carefully, in light of their own
financial circumstances and investment objectives, all the information contained in this Offering Circular
or incorporated by reference herein.
In this Offering Circular, unless otherwise specified, references to a "Member State" are references to a
Member State of the European Economic Area (the "EEA"), references to "$" are to the lawful currency
for the time being of the United States, references to "£", "sterling" and "pounds sterling" are to the
lawful currency for the time being of the United Kingdom (the "U.K."), references "euro" are 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 3 May 1998 on the introduction of the euro and
references to "Clearstream, Luxembourg", "Euroclear" or the "Clearing Systems" shall include any
successor clearing systems. For purposes of this Offering Circular, the term "Group" shall mean
Barclays PLC (or any successor entity) and its consolidated subsidiaries, unless the context indicates
otherwise. References to the "Bank" shall mean Barclays Bank PLC. The term "PRA" shall mean the
Prudential Regulation Authority of the U.K. or such other governmental authority in the U.K. (or if
Barclays PLC becomes domiciled in a jurisdiction other than the U.K., such other jurisdiction) having
primary responsibility for the prudential supervision of Barclays PLC.
In connection with the issue of the Securities, Barclays Bank PLC (the "Stabilising Manager") (or
persons acting on behalf of the Stabilising Manager) may over allot Securities or effect transactions
with a view to supporting the price of the Securities at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting
on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the
Securities is made and, if begun, may be ended at any time, but it must end no later than the earlier
of 30 days after the issue date of the Securities and 60 days after the date of the allotment of the
Securities. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable
laws and rules.
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