UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of May, 2024

Commission File Number: 001-09246

 

 

Barclays PLC

(Name of Registrant)

 

 

1 Churchill Place

London E14 5HP

England

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (NO. 333-277578) OF BARCLAYS PLC AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

 

 

 


The Report comprises the following:

 

Exhibit No.

      

Description

1.1

     Underwriting Agreement—Standard Provisions, dated as of March  3, 2021, incorporated by reference to Exhibit 1.1 of the registrant’s Report of Foreign Private Issuer on Form 6-K (File No.  001-09246), filed with the Securities and Exchange Commission on August 11, 2021.

1.2

     Pricing Agreement between Barclays PLC and Barclays Bank PLC, dated as of May 8, 2024 for the 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities.

3.1

     Articles of Association of Barclays PLC, incorporated by reference to Exhibit 3.1 of the registrant’s Report of Foreign Private Issuer on Form 6-K (File No. 001-09246), filed with the Securities and Exchange Commission on May 10, 2024.

4.1

     Contingent Capital Securities Indenture, dated as of August  14, 2018, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar, incorporated by reference to Exhibit 4.1 of the registrant’s Report of Foreign Issuer on Form 6-K (File No. 001-09246), filed with the Securities and Exchange Commission on August 14, 2018.

4.2

     Fourth Supplemental Indenture to the Contingent Capital Securities Indenture, dated as of August  12, 2020, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar, incorporated by reference to Exhibit 4.2 of the registrant’s Report of Foreign Issuer on Form 6-K (File No. 001-09246), filed with the Securities and Exchange Commission on August 12, 2020.

4.3

     Fifth Supplemental Indenture to the Contingent Capital Securities Indenture, dated as of March  1, 2021, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar, incorporated by reference to Exhibit 4.9 of the registrant’s Registration Statement on Form F-3 (File No. 333-253693), filed with the Securities and Exchange Commission on March 1, 2021.

4.4

     Eighth Supplemental Indenture to the Contingent Capital Securities Indenture, dated as of March  6, 2023, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar, incorporated by reference to Exhibit 4.4 of the registrant’s Report of Foreign Issuer on Form 6-K (File No. 001-09246), filed with the Securities and Exchange Commission on March 6, 2023.

4.5

     Ninth Supplemental Indenture to the Contingent Capital Securities Indenture, dated as of November  22, 2023, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar, incorporated by reference to Exhibit 4.5 of the registrant’s Report of Foreign Issuer on Form 6-K (File No. 001-09246), filed with the Securities and Exchange Commission on November 22, 2023.

4.6

     Tenth Supplemental Indenture to the Contingent Capital Securities Indenture, dated as of May  15, 2024, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar.

4.7

     Eleventh Supplemental Indenture to the Contingent Capital Securities Indenture, dated as of May  15, 2024, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

BARCLAYS PLC

   

(Registrant)

Date: May 15, 2024

   

By:

 

/s/ Garth Wright

     

Name: Garth Wright

     

Title:  Assistant Secretary

Exhibit 1.2

Pricing Agreement

May 8, 2024

Barclays Bank PLC

As representative of the several Underwriters

named in Schedule I (the “Representative”)

Ladies and Gentlemen:

Barclays PLC (the “Company”) proposes to issue £1,250,000,000 aggregate principal amount of 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Designated Securities”). The Designated Securities are convertible in accordance with their terms for stock of Barclays PLC as described in the Preliminary Prospectus Supplement (as defined in Schedule II hereto). Each of the Underwriters hereby undertakes to purchase at the subscription price set forth in Schedule II hereto (the “Subscription Price”), the amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto, such payment to be made at the Time of Delivery set forth in Schedule II hereto. The obligations of the Underwriters hereunder are several but not joint.

Each of the provisions of the Underwriting Agreement—Standard Provisions, dated March 3, 2021 (the “Underwriting Agreement”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein, except as amended herein. For the purposes of this letter, a new Section 2(r) shall be included as follows: “The Company will promptly make a valid election in respect of the Designated Securities in accordance with the provisions of Section 475C of the Corporation Tax Act 2009 (“CTA 2009”). Following the making of a valid election pursuant to Section 475C of the CTA 2009, all payments of interest in respect of the Designated Securities will be deductible by the Company in computing its taxable profit for United Kingdom corporate income tax purposes and the Designated Securities will be “hybrid capital instruments” for United Kingdom tax purposes. The Designated Securities are not being issued in consequence of, or otherwise in connection with, any arrangements the main purpose, or one of the main purposes, of which is to secure a tax advantage;” and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Prospectus and also a representation and warranty as of the date of this Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities.

Each reference to the Representative herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address referred to in such Section 14 is set forth in Schedule II hereto.

Section 2(a) of the Underwriting Agreement is hereby amended to replace “File No. 333-253693” by “File No. 333-277578” in the first sentence thereof.

Notwithstanding Section 5 and any other provision to the contrary in the Underwriting Agreement, but without prejudice to Section 2(j) thereof, (i) the Designated Securities will be represented by one global certificate that will be deposited with a common depositary for Clearstream Banking, S.A. (“Clearstream”) and/or Euroclear S.A./N.V. (“Euroclear” and, together with Clearstream, the “Clearing Systems”), and registered in the name of such common depositary or its nominee and (ii) settlement of the Designated Securities will occur through the Clearing Systems for value. The Representative acknowledges


that the Designated Securities represented by the global certificate will initially be credited to an account with Euroclear or Clearstream, as the case may be (the “Commissionaire Account”) for the account of the Representative, the terms of which include a third-party beneficiary clause (‘stipulation pour autrui’) with the Company as the third-party beneficiary and provide that such Designated Securities are to be delivered to the Representative only against payment of the Subscription Price into the Commissionaire Account on a delivery against payment basis. The Representative acknowledges that (i) the Designated Securities represented by the global certificate shall be held to the order of the Company as set out above and (ii) the Subscription Price received in the Commissionaire Account will be held on behalf of the Company until such time as they are transferred to the Company’s order. The Representative undertakes that the Subscription Price will be transferred to the Company’s order promptly following receipt of such monies in the Commissionaire Account. The Company acknowledges and accepts the benefit of the third-party beneficiary clause (‘stipulation pour autrui’) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in respect of the Commissionaire Account.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

The Applicable Time for purposes of this Pricing Agreement is 4:45 p.m. London time on May 8, 2024. The “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Section 7 of the Underwriting Agreement is listed in Schedule III hereto and is attached as Exhibit A hereto.

Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

(a) each of the Underwriters designated a UK Manufacturer on Schedule II hereto (each a “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Designated Securities and the related information set out in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Free Writing Prospectus or Issuer Free Writing Prospectus and any other announcements in connection with the Designated Securities; and

(b) each of the Company and each of the Underwriters that is not designated a UK Manufacturer note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Designated Securities by the UK Manufacturer and the related information set out in the Registration Statement, the Prospectus, any Preliminary Prospectus, any Free Writing Prospectus or Issuer Free Writing Prospectus and any other announcements in connection with the Designated Securities.

The execution of this Agreement on behalf of all parties hereto will constitute acceptance by each Underwriter of the ICMA Agreement Among Managers Version 1 (the “Agreement Among Managers”) subject to any amendment notified to such Underwriter in writing at any time prior to (i) its execution of this Agreement or (ii) the receipt by Barclays Bank PLC of the document appointing such Underwriter’s authorized signatory and its execution of this Agreement. References in the Agreement Among Managers to the “Lead Manager” and the “Settlement Lead Manager” shall be construed as references to Barclays Bank PLC. References in the Agreement Among Managers to “Commitments” shall mean the principal amounts or underwriting commitments in respect of the Designated Securities, set out opposite each Underwriter’s name in Schedule I hereto.


If the foregoing is in accordance with your understanding, please sign and return to us the counterpart hereof, and upon acceptance hereof by you and each of the other Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters on the one hand and the Company on the other.

[Signature Page Follows]


Very truly yours,

BARCLAYS PLC

/s/ Stuart Frith

Name: Stuart Frith
Title: Director, Capital Markets Execution

 

Accepted as of the date hereof at

London, England

BARCLAYS BANK PLC

/s/ Emily Wilson

Name: Emily Wilson
Title: Authorised Signatory

[Signature Page to Contingent Convertible Pricing Agreement]


BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

/s/ Edward Stevenson

Name: Edward Stevenson
Title: Head of DCM

 

/s/ Kevin Fournier

Name: Kevin Fournier
Title: MD

[Signature Page to Contingent Convertible Pricing Agreement]


BANCO SANTANDER, S.A.

/s/ Ioannis Kallianiotis

Name: Ioannis Kallianiotis
Title: Executive Director

 

/s/ Johanna Israel

Name: Johanna Israel
Title: Executive Director

[Signature Page to Contingent Convertible Pricing Agreement]


BANK OF MONTREAL, LONDON BRANCH
By:  

/s/ Richard Couzens

Name:   Richard Couzens
Title:   Managing Director, Head of Global Markets, EMEA

 

By:   /s/ Michael McCormick
Name:   Michael McCormick
Title:   Managing Director, Debt Products


CITIGROUP GLOBAL MARKETS LIMITED
/s/ William Robertson

Name: William Robertson

Title: Delegated signatory

[Signature Page to Contingent Convertible Pricing Agreement]


Commerzbank Aktiengesellschaft

 
/s/ Volker Happel              /s/ Heike S. Hauser         
Name: Volker Happel     Heike S. Hauser
Title: Vice President     Senior Counsel

[Signature Page to Contingent Convertible Pricing Agreement]


ING Bank N.V.

/s/ William de Vreede

Name: William de Vreede

Title: Global Head Legal Wholesale Banking
/s/ Romke van der Weerdt

Name: Romke van der Weerdt

Title: Managing Director

[Signature Page to Contingent Convertible Pricing Agreement]


Intesa Sanpaolo IMI Securities Corp.

/s/ Jon Basagoiti

Name: Jon Basagoiti

Title: Managing Director

[Signature Page to Contingent Convertible Pricing Agreement]


J.P. Morgan Securities plc
/s/ Kenji Kinoshita

Name: Kenji Kinoshita

Title: Vice President

 

[Signature Page to Contingent Convertible Pricing Agreement]


Lloyds Bank Corporate Markets plc

/s/ Peter Green

Name:

 

Peter Green

Title:

 

Head of Transaction Execution

 

[Signature Page to Contingent Convertible Pricing Agreement]


Natixis

Signed by Stephanie BESSE

May 8, 2024

/s/ Stéphanie BESSE

Name:   Stéphanie BESSE
Title:   Authorised Signatory

Signed by Thibault ARCHERAY

May 8, 2024

/s/ Thibault ARCHERAY

Name:   Thibault ARCHERAY
Title:   Authorised Signatory

[Signature Page to Contingent Convertible Pricing Agreement]


NORDEA BANK ABP
By:   /s/ Linda Johansson
Name:   Linda Johansson
Title:   Associate Director
By:   /s/ Peter Brink Jensen
Name:   Peter Brink Jensen
Title:   Director

 


Société Générale

/s/ Andrew Menzies

Name:   Andrew Menzies
Title:   Managing Director

[Signature Page to Contingent Convertible Pricing Agreement]


Standard Chartered Bank

/s/ Rajan Bagri

Name:   Rajan Bagri
Title:   MD, Capital Markets

[Signature Page to Contingent Convertible Pricing Agreement]


THE TORONTO-DOMINION BANK

/s/ Frances Watson

Name:  

Frances Watson

Title:  

Director, Transaction Advisory

[Signature Page to Contingent Convertible Pricing Agreement]


UBS AG London Branch

/s/ Sophia Vonta

Name:   Sophia Vonta
Title:   Managing Director

UBS AG London Branch

/s/ David Walsh

Name:   David Walsh
Title:   E.D.

[Signature Page to Contingent Convertible Pricing Agreement]


UniCredit Bank GmbH

/s/ Isaac Alonso

Name:   Isaac Alonso
Title:   Managing Director, DCM

/s/ Stefan Enrich

Name:   Stefan Enrich
Title:   Director, FI Origination

[Signature Page to Contingent Convertible Pricing Agreement]


CAIXABANK, SA

/s/ Fernando Cuesta
Name: Fernando Cuesta
Title: Head of DCM
/s/ Miguel Lafont
Name: Miguel Lafont
Title: Director

[Signature Page to Contingent Convertible Pricing Agreement]


Coöperatieve Rabobank U.A.

   
/s/ Crispijn Kooijmans             /s/ Melle Franken          
Name:  

Crispijn Kooijmans

    Melle Franken
Title:  

Head of FI &SSA DCM

    ED Private Placements

[Signature Page to Contingent Convertible Pricing Agreement]


RBC Europe Limited

/s/ Elaine S. Murray

Name:  

Elaine S. Murray

Title:  

Duly Authorised Signatory

[Signature Page to Contingent Convertible Pricing Agreement]


Swedbank AB (publ)

   

/s/ Jakob Fäste

   

/s/ Elisabeth Zhou

Name:   Jakob Fäste     Name: Elisabeth Zhou
Title:   Legal Counsel     Title:

[Signature Page to Contingent Convertible Pricing Agreement]


The Bank of Nova Scotia, London Branch

   

/s/ James Walter

   

/s/ Cesare Roselli

Name:   James Walter     Cesare Roselli
Title:  

Head of Legal, Europe

    Managing Director

[Signature Page to Contingent Convertible Pricing Agreement]


SCHEDULE I

 

Underwriter

   Principal Amount of
Designated Securities
 

Barclays Bank PLC

   £ 810,937,500  

Banco Bilbao Vizcaya Argentaria, S.A.

   £ 25,000,000  

Banco Santander, S.A.

   £ 25,000,000  

Bank of Montreal, London Branch

   £ 25,000,000  

Citigroup Global Markets Limited

   £ 25,000,000  

Commerzbank Aktiengesellschaft

   £ 25,000,000  

ING Bank N.V.

   £ 25,000,000  

Intesa Sanpaolo IMI Securities Corp.

   £ 25,000,000  

J.P. Morgan Securities plc

   £ 25,000,000  

Lloyds Bank Corporate Markets plc

   £ 25,000,000  

Natixis

   £ 25,000,000  

Nordea Bank Abp

   £ 25,000,000  

Société Générale

   £ 25,000,000  

Standard Chartered Bank

   £ 25,000,000  

The Toronto-Dominion Bank

   £ 25,000,000  

UBS AG London Branch

   £ 25,000,000  

UniCredit Bank GmbH

   £ 25,000,000  

CaixaBank, S.A.

   £ 7,812,500  

Coöperatieve Rabobank U.A.

   £ 7,812,500  

RBC Europe Limited

   £ 7,812,500  

Swedbank AB (publ)

   £ 7,812,500  

The Bank of Nova Scotia, London Branch

   £ 7,812,500  

Total

   £ 1,250,000,000  


SCHEDULE II

Title of Designated Securities:

£1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities.

Price to Public:

100.000% of principal amount.

Subscription Price by Underwriters:

99.000% of the aggregate principal amount with respect to the Designated Securities.

Form of Designated Securities:

The Designated Securities will be represented by one global certificate registered in the name of a common depositary for Clearstream or Euroclear or its nominee issued pursuant to the Contingent Capital Securities Indenture dated August 14, 2018, as amended and supplemented through the Issue Date (as defined in the Preliminary Prospectus Supplement (as defined below)), among Barclays PLC, The Bank of New York Mellon SA/NV, Luxembourg Branch, as contingent capital registrar (the “Registrar”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), and as further supplemented by the Eleventh Supplemental Indenture to be dated on or about May 15, 2024, among Barclays PLC, the Registrar and the Trustee.

Securities Exchange, if any:

The International Securities Market of the London Stock Exchange. 

Interest Rate:

From (and including) the date of issuance to (but excluding) December 15, 2030, the interest rate on the Designated Securities will be 8.500% per annum. From (and including) each Reset Date (as defined below) to (but excluding) the next following Reset Date, the applicable per annum interest rate will be equal to the sum, as determined by the Calculation Agent (as defined in the Preliminary Prospectus Supplement), of the applicable Mid-Market Swap Rate (as defined below, such term subject to the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate—Mid-Market Swap Rate and fallbacks” in the Preliminary Prospectus Supplement (as defined below)) on the relevant Reset Determination Date (as defined below) and 4.881%, converted to a quarterly rate in accordance with market convention as instructed by the Company (rounded to three decimal places, with 0.0005 rounded down) (the “Subsequent Interest Rate”).

Mid-Market Swap Rate:

The Mid-Market Swap Rate shall be the rate described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate—Mid-Market Swap Rate and fallbacks” in the Preliminary Prospectus Supplement.

Determination of Subsequent Interest Rate:


If the Relevant Screen Page (as defined in the Preliminary Prospectus Supplement) is not available or the Mid-Market Swap Rate does not appear on the Relevant Screen Page at the relevant time on the relevant Reset Determination Date (in circumstances other than those in which the Company has determined that a Benchmark Event has occurred or that there is a Successor Rate (each as defined in the Preliminary Prospectus Supplement), as set out in the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate—Benchmark Replacement Event” in the Preliminary Prospectus Supplement), the relevant Subsequent Interest Rate shall instead be determined as set out under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate—Mid-Market Swap Rate and fallbacks” in the Preliminary Prospectus Supplement (as supplemented by the final term sheet dated May 8, 2024).

Interest Payment Dates:

March 15, June 15, September 15 and December 15 of each year (each an “Interest Payment Date”), commencing on September 15, 2024. A payment made on that first Interest Payment Date, if any, would be in respect of the period from (and including) May 15, 2024, to (but excluding) September 15, 2024 (and thus a long first interest period).

Business Days:

“Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, United Kingdom.

“Clearing System Business Day” means a day on which each Clearing System for which the global certificate is being held is open for business. 

“Payment Business Day” means any day on which banks are open for general business (including dealings in foreign currencies) in London, United Kingdom or, if the Designated Securities are held in definitive form, in the case of payment by transfer to a sterling account, any day on which dealings in foreign currencies may be carried on in London, United Kingdom; and in the case of surrender (or, in the case of part payment only, endorsement) of any Designated Securities in definitive form, any day on which banks are open for general business (including dealings in foreign currencies) in the place in which the Designated Securities in definitive form are surrendered (or, as the case may be, endorsed).

Reset Date:

December 15, 2030, and each fifth anniversary date thereafter (each a “Reset Date”).

Reset Determination Date:

The second Payment Business Day immediately preceding each Reset Date (each a “Reset Determination Date”).

Regular Record Dates:

The regular record dates for the Designated Securities will be the close of business on the Clearing System Business Day immediately preceding each Interest Payment Date (or, if the Designated


Securities are held in definitive form, the close of business on the 15th Business Day preceding each Interest Payment Date).

Sinking Fund Provisions:

No sinking fund provisions.

Substitution or Variation

Following the occurrence of certain tax events or a change in certain U.K. regulatory capital requirements, the Company may, at its option, either substitute all (but not some only) of the Designated Securities for, or vary the terms of the Designated Securities so that they remain or, as appropriate, become, Compliant Securities (as defined in the Preliminary Prospectus Supplement) subject to the conditions and procedures set forth under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Substitution or Variation” in the Preliminary Prospectus Supplement.

Redemption Provisions for Designated Securities:

Subject to certain conditions, the Designated Securities are redeemable, in whole but not in part, at the option of the Company, (i) on any day falling in the period commencing on (and including) June 15, 2030 and ending on (and including) the first Reset Date or on any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date, (ii) in the event of a change in certain U.K. regulatory capital requirements, (iii) upon the occurrence of certain tax events and (iv) at any time from the fifth anniversary of the Issue Date if the outstanding aggregate principal amount of the Designated Securities is 25% or less of the aggregate principal amount of the Designated Securities originally issued, in each case as specified in the Preliminary Prospectus Supplement (as supplemented by the final pricing term sheet dated May 8, 2024) relating to the Designated Securities.

Time of Delivery:

May 15, 2024 by 11 a.m. London time.

Specified Funds for Payment of Subscription Price of Designated Securities:

By wire transfer to a bank account specified by the Company in same day funds.

Value Added Tax:

(a) If the Company is obliged to pay any sum to the Underwriters under this Agreement and any value added tax (“VAT”) is properly charged on such amount, the Company shall pay to the Underwriters an amount equal to such VAT on receipt of a valid VAT invoice;

(b) If the Company is obliged to pay a sum to the Underwriters under this Agreement for any fee, cost, charge or expense properly incurred under or in connection with this Agreement (the “Relevant Cost”) and no VAT is payable by the Company in respect of the Relevant Cost under paragraph (a) above, the Company shall pay to the Underwriters an amount which:

(i) if for VAT purposes the Relevant Cost is consideration for a supply of goods or services made to the Underwriters, is equal to any input VAT incurred by the Underwriters on


that supply of goods and services, but only if and to the extent that the Underwriters are unable to recover such input VAT from HM Revenue & Customs (whether by repayment or credit) provided, however, that the Underwriters shall reimburse the Company for any amount paid by the Company in respect of irrecoverable input VAT pursuant to this paragraph (i) if and to the extent such input VAT is subsequently recovered from HM Revenue & Customs (whether by repayment or credit);

(ii) if for VAT purposes the Relevant Cost is a disbursement properly incurred by the Underwriters under or in connection with this Agreement as agent on behalf of the Company, is equal to any VAT paid on the Relevant Cost by the Underwriters provided, however, that the Underwriters shall use best endeavors to procure that the actual supplier of the goods or services which the Underwriters received as agent issues a valid VAT invoice to the Company.

Closing Location:

Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom.

Name and address of Representative:

Designated Representative: Barclays Bank PLC

Address for Notices:

Barclays Bank PLC

1 Churchill Place,

London E14 5HP,

United Kingdom

UK Manufacturer:

Barclays Bank PLC

Selling Restrictions:

Canada:

Each Underwriter represents, warrants and agrees with the Company, with respect to sales of the Designated Securities in Canada, that, directly or indirectly, it shall sell the Designated Securities only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or section 73.3 of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

United Kingdom:

Each Underwriter represents, warrants and agrees with the Company that, in connection with the distribution of the Designated Securities, directly or indirectly, it (i) has only communicated or caused to be communicated, and will only communicate or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the Designated Securities in circumstances in which Section 21(1) of the FSMA does


not apply to the Company; and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Designated Securities in, from or otherwise involving the United Kingdom.

Prohibition of Sales to United Kingdom Retail Investors:

Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Designated Securities to any retail investor in the United Kingdom. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

 

  (i)

a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by virtue of the U.K. European Union (Withdrawal Act) 2018, as amended (the “Withdrawal Act”); or

 

  (ii)

a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act.

Prohibition of Sales to European Economic Area Retail Investors:

Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Designated Securities to any retail investor in the European Economic Area. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

 

  (i)

a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

 

  (ii)

a customer within the meaning of the Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

Hong Kong:

Each Underwriter represents, warrants and agrees that:

 

  (i)

it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Designated Securities other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

 

  (ii)

it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Designated Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong


  Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Designated Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Japan:

The Designated Securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”). Accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell any Designated Securities directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Singapore:

Each Underwriter acknowledges that the prospectus supplement and the accompanying prospectus have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any Designated Securities or caused the Designated Securities to be made the subject of an invitation for subscription or purchase and will not offer or sell any Designated Securities or cause the Designated Securities to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Designated Securities, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Australia:

No “prospectus” or other “disclosure document” (as defined in the Corporations Act 2001 of Australia (the “Corporations Act”)) in relation to the Designated Securities has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission (“ASIC”) or any other regulatory authority in Australia. Each Underwriter represents warrants and agrees that it:

 

  (a)

has not (directly or indirectly) offered or invited applications, and will not offer or invite applications, for the issue, sale or purchase of, any Designated Securities (or any interest in them) in, to or from Australia (including an offer or invitation which is received by a person in Australia); and

 

  (b)

has not distributed or published, and will not distribute or publish, the prospectus supplement, the accompanying prospectus or any other offering material or advertisement relating to the Designated Securities (or any interest in them) in Australia,


unless:

 

  (i)

the aggregate consideration payable by each offeree or invitee is at least A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding moneys lent by the offeror or its associates) or the offer or invitation otherwise does not require disclosure to investors in accordance with Part 6D.2 or Part 7.9 of the Corporations Act and complies with the terms of any consent granted under the Banking Act of 1959 of Australia;

 

  (ii)

the offer or invitation is not made to a person who is a “retail client” within the meaning of section 761G of the Corporations Act;

 

  (iii)

such action complies with all applicable laws, regulations and directives in Australia (including without limitation, the licensing requirements set out in Chapter 7 of the Australian Corporations Act); and

 

  (iv)

such action does not require any document to be lodged with ASIC or any other regulatory authority in Australia.

The prospectus supplement and the accompanying prospectus are not, under any circumstances to be construed as, an advertisement or public offering of any Designated Securities in Australia.

In addition, each Underwriter has represented and agreed that all offers, invitations and transfers by such Underwriter which occur within Australia are to be in parcels of not less than A$500,000 in aggregate principal amount. Such restriction does not apply to transfers which occur outside of Australia.

By applying for Designated Securities under the prospectus supplement and the accompanying prospectus, each person to whom Designated Securities are issued (an “Investor”):

 

  (a)

will be deemed by the Company and each of the Underwriters to have acknowledged that if any Investor on-sells Designated Securities within 12 months from their issue, the Investor will be required to lodge a prospectus or other disclosure document (as defined in the Corporations Act) with ASIC unless either:

 

  (i)

that sale is to an investor to whom it is lawful under the Corporations Act to offer Designated Securities in Australia without a prospectus or other disclosure document lodged with ASIC; or

 

  (ii)

the sale offer is received outside Australia; and

 

  (b)

will be deemed by the Company and each of the Underwriters to have undertaken not to sell those Designated Securities in any circumstances other than those described in paragraphs (a)(i) and (a)(ii) above for 12 months after the date of issue of such Designated Securities.

Taiwan:

The offering, sale, resale and distribution of the Designated Securities have not been and will not be approved by or registered with the Financial Supervisory Commission of Taiwan (“FSC”), Securities and Futures Bureau (“SFB”) under the FSC, other regulatory authority, or authorized organization in Taiwan, the Republic of China (“Taiwan”) pursuant to the applicable


securities/financial laws, and/or any regulatory rules or rulings (“applicable laws”), and thus the Designated Securities cannot be offered, sold, resold or distributed in Taiwan. Each Underwriter represents, warrants and agrees that it has not offered, sold, resold, distributed or otherwise made available and will not offer, sell, resell, distribute or otherwise make available any Designated Securities within Taiwan through a public offering, private placement, sale, distribution, or in circumstances which constitute an offer, private placement, sale, or distribution under any of the applicable laws that requires a notification, registration or filing with or the approval of the FSC, SFB, other regulatory authority, and/or authorized organization of Taiwan. Each Underwriter further represents, warrants and agrees that no person or entity in Taiwan is authorized to offer, solicit, market, sell, resell, distribute, or otherwise make available any Designated Securities or the provision of information relating to the prospectus supplement and the accompanying prospectus.

Other Terms and Conditions:

As set forth in the prospectus supplement dated May 8, 2024 relating to the Designated Securities (the “Preliminary Prospectus Supplement”), incorporating the prospectus dated March 1, 2024 relating to the Designated Securities. 


SCHEDULE III

Issuer Free Writing Prospectus:

Final Pricing Term Sheet, dated May 8, 2024 attached hereto as Exhibit A.


EXHIBIT A

Final Pricing Term Sheet, dated May 8, 2024


Free Writing Prospectus

Filed pursuant to Rule 433

Registration Statement No. 333-277578

 

 

 

LOGO

£1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent

Convertible Securities

Barclays PLC

 

 

Pricing Term Sheet

 

Issuer    Barclays PLC (the “Issuer”).
Securities    £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Securities”).
Expected Issue Ratings1    Ba1 (Moody’s) / BB- (S&P) / BBB- (Fitch).
Status    Perpetual Subordinated Contingent Convertible Securities.
Legal Format    SEC registered.
Principal Amount    £1,250,000,000.
Trade Date    May 8, 2024.
Settlement Date    May 15, 2024 (T+5) (the “Issue Date”).
Maturity Date    Perpetual, with no fixed maturity or fixed redemption date.
Optional Call Dates    On any day falling in the period commencing on (and including) June 15, 2030 and ending on (and including) the first Reset Date (as defined below) or on any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date.
Preliminary Prospectus Supplement    Preliminary prospectus supplement dated May 8, 2024 (the “Preliminary Prospectus Supplement”) incorporating the Prospectus dated March 1, 2024 relating to the Securities (the “Base Prospectus”). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.
U.K. Bail-in Power Acknowledgment    Yes. See the section entitled Description of Contingent Capital Securities— Agreement with Respect to the Exercise of U.K. Bail-in Power in the Base Prospectus and the section entitled Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power in the Preliminary Prospectus Supplement.
Initial Interest Period
Initial Fixed Rate    8.500% per annum, from and including May 15, 2024 to, but excluding, December 15, 2030.
Initial Interest Payment Dates    Quarterly in arrear on March 15, June 15, September 15 and December 15 of each year up to and including December 15, 2030, commencing on September 15, 2024 (long first interest period).
Mid-Market Swap Rate    6yr: 3.919%

 

1

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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   7yr: 3.873%

Interpolated Mid-Market

Swap Rate

   3.892%
Interest Periods Following Any Reset Date
Interest Rate Following Any Reset Date        The applicable Mid-Market Swap Rate (such term subject to the provisions described under Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate— Mid-Market Swap Rate and fallbacks in the Preliminary Prospectus Supplement) on the relevant Reset Determination Date (as defined below) plus the Margin (as defined below), converted to a quarterly rate in accordance with market convention as instructed by the Issuer (rounded to three decimal places, with 0.0005 rounded down) (the “Subsequent Interest Rate”), from and including the relevant Reset Date to (but excluding) the next following Reset Date.
Reset Date        December 15, 2030, and each fifth anniversary thereafter (each a “Reset Date”).
Interest Payment Dates Following Any Reset Date    Quarterly in arrear on March 15, June 15, September 15 and December 15 of each year commencing on March 15, 2031.
Spread to Mid-Market Swap Rate        488.1 bps (the “Margin”).
Reset Determination Date        The second Payment Business Day immediately preceding each Reset Date (each a “Reset Determination Date”).
Mid-Market Swap Rate and fallbacks       

“Mid-Market Swap Rate” means, in relation to a Reset Date and the related Reset Determination Date:

 

(i) the annual sterling mid-market swap rate with a term of five years where the floating leg pays daily compounded Sterling Overnight Index Average (“SONIA”) annually, which is calculated and published by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) and appearing on the Bloomberg screen page BPISDS05 (or such other page as may replace such page on Bloomberg, or such other information service as may be nominated or authorized by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) (the “Relevant Screen Page”) at approximately 11.00 a.m. (London time) on the relevant Reset Determination Date, as determined by the Calculation Agent; and

 

(ii)  if the Relevant Screen Page is not available or such swap rate does not appear on the Relevant Screen Page at such time on such Reset Determination Date (in circumstances other than those in which the Issuer has determined that a Benchmark Event has occurred or that there is a Successor Rate, as set out in the provisions described under Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Determination of Subsequent Interest Rate— Benchmark Replacement Event in the Preliminary Prospectus Supplement), then the Mid-Market Swap Rate shall be the Reset Reference Bank Rate on such Reset Determination Date.

Reset Reference Bank Rate        “Reset Reference Bank Rate” means, in relation to a Reset Date and the related Reset Determination Date, the percentage rate determined by the Calculation Agent on the basis of the Five-year Mid-Market Swap Rate Quotations provided by each of the Reference Banks at approximately 11:00 a.m. (London time) on the relevant Reset Determination Date (or thereafter on such date), rounded, if necessary, to the nearest 0.001% (with 0.0005% being rounded upwards). If at least three Five-year Mid- Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two Five-

 

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   year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations. If only one Five-year Mid-Market Swap Rate Quotation is provided, the Reset Reference Bank Rate will be the quotation provided. If no Five-year Mid- Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be (i) in respect of the Reset Reference Bank Rate determined in respect of the Reset Date falling on December 15, 2030, 3.997% per annum or (ii) in respect of the Reset Reference Bank Rate determined in respect of any Reset Date other than December 15, 2030, the Mid-Market Swap Rate in respect of the immediately preceding Reset Date.
Five-year Mid-Market Swap Rate Quotations   

“Five-year Mid-Market Swap Rate Quotations” means, for any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on an Actual/365 (Fixed) day count basis) of a fixed-for-floating sterling 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 the overnight SONIA rate compounded for 12-months (calculated on an Actual/365 (Fixed) day count basis).

Reference Banks    “Reference Banks” means four major banks in the sterling swap, money, securities or other market most closely connected with the relevant Mid-Market Swap Rate, as selected by the Issuer on the advice of an investment bank of international repute.
Certain Other Terms and Information
Currency of Payments    Initial holders of the Securities will be required to pay for the Securities in sterling and principal and interest payments in respect of the Securities will be payable in sterling. If, on any date on which a payment in respect of the Securities is contemplated, sterling is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or is no longer used for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Securities will be made in U.S. dollars until sterling is again available to us or so used, in accordance with the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Currency of Payments” of the Preliminary Prospectus Supplement.
Day Count Fraction    Actual/Actual (ICMA).
Business Days    Any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, U.K.
Interest Payments Discretionary    Interest on the Securities will be due and payable only at the sole discretion of the Issuer, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Interest Payments Discretionary” in the Preliminary Prospectus Supplement.
Restriction on Interest Payments   

As described in the Preliminary Prospectus Supplement, 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:

 

(1)   the Issuer has an amount of Distributable Items on such interest payment date that is less than a certain level; or

 

(2)   the Solvency Condition is not satisfied in respect of such interest payment,

 

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   as further described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation— Restriction on Interest Payments” in the Preliminary Prospectus Supplement.
Agreement to Interest Cancellation    By subscribing for, purchasing or otherwise acquiring the Securities, holders of the Securities acknowledge and agree to the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities— Interest Cancellation—Agreement to Interest Cancellation” in the Preliminary Prospectus Supplement.
Ranking   

Subordinated to the claims of Senior Creditors (as defined below), as described in further detail in the Preliminary Prospectus Supplement.

 

“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; (iii) who are creditors in respect of any secondary non-preferential debts; or (iv) 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.

Capital Adequacy Trigger Event   

A “Capital Adequacy Trigger Event” shall occur if at any time the fully loaded CET1 Ratio is less than 7.00%.

 

Whether a Capital Adequacy Trigger Event has occurred at any time shall be determined by the Issuer and such determination shall be binding on the trustee and holders of the Securities.

Automatic Conversion Upon Capital Adequacy Trigger Event   

An Automatic Conversion will occur without delay upon the occurrence of a Capital Adequacy Trigger Event.

 

“Automatic Conversion” means the irrevocable and automatic release of all of the Issuer’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Issuer’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the holders of the Securities) or to the relevant recipient, in accordance with the terms of the Securities and as described in the Preliminary Prospectus Supplement.

Conversion Price    £1.65 per Conversion Share, subject to certain anti-dilution adjustments, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Anti-Dilution” in the Preliminary Prospectus Supplement and the provisions described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Automatic Conversion Upon Capital Adequacy Trigger Event—Conversion Shares Offer” in the Preliminary Prospectus Supplement.
Conversion Shares Offer    Following an Automatic Conversion, the Issuer may, in its sole and absolute discretion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Issuer’s ordinary shareholders at such time at a cash price per Conversion Share equal to the Conversion Price, as further described in the Preliminary Prospectus Supplement.
Optional Redemption    The Securities are redeemable at the option of the Issuer, in whole but not in part, on (i) any day falling in the period commencing on (and including) June 15, 2030 and ending on (and including) the first Reset Date or (ii) any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent

 

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   Convertible Securities—Redemption—Optional Redemption” in the Preliminary Prospectus Supplement.
Regulatory Event Redemption    The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer in the event of a change in certain U.K. regulatory capital requirements, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Regulatory Event Redemption” in the Preliminary Prospectus Supplement.
Tax Redemption    The Securities are also redeemable, in whole but not in part, at any time at the option of the Issuer upon the occurrence of certain tax events, as described under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Redemption—Tax Redemption” in the Preliminary Prospectus Supplement.
Substitution or Variation    Following the occurrence of certain tax events or a change in certain U.K. regulatory capital requirements, the Issuer may, at its option, either substitute all (but not some only) of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities subject to the conditions and procedures set forth under “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Substitution or Variation” in the Preliminary Prospectus Supplement.
Clean-up Call    If, at any time from the fifth anniversary of the Issue Date (unless otherwise permitted by the PRA), the outstanding aggregate principal amount of the Securities is 25% or less of the aggregate principal amount of the Securities originally issued, the Issuer may redeem all (but not some only) of the outstanding Securities 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 “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Interest Payments Discretionary” or “Description of Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities—Interest Cancellation—Restriction on Interest Payments” in the Preliminary Prospectus Supplement) to (but excluding) the date fixed for redemption.
Denominations    £200,000 and integral multiples of £1,000 in excess thereof.
ISIN / FISN / CFI Code / Common Code    XS2813323503 / as referenced on the Association of National Numbering Agencies (“ANNA”) website / as referenced on the ANNA website / 281332350
Legal Entity Identifier (“LEI”) Code    213800LBQA1Y9L22JB70.
Reoffer Yield    8.773% (annual).
Issue Price    100.000%.
Estimated Underwriter Compensation    1.000% of the principal amount of the Securities.
Estimated Net Proceeds    £1,237,500,000.
Sole Structuring Adviser and Sole Bookrunner    Barclays Bank PLC.
Joint Lead Managers (no books)    Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Bank of Montreal, London Branch, Citigroup Global Markets Limited, Commerzbank Aktiengesellschaft, ING BANK N.V., Intesa Sanpaolo IMI Securities Corp., J.P. Morgan Securities plc, Lloyds Bank Corporate Markets plc, Natixis, Nordea Bank Abp, Société Générale, Standard Chartered Bank, The Toronto-Dominion Bank, UBS AG London Branch, UniCredit Bank GmbH.
Senior Co-Managers    CaixaBank, S.A., Coöperatieve Rabobank U.A., RBC Europe Limited, Swedbank AB (publ), The Bank of Nova Scotia, London Branch.

 

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Documentation    To be documented under the Issuer’s shelf registration statement on Form F-3 (No. 333-277578) and to be issued pursuant to the Contingent Capital Securities Indenture dated August 14, 2018, among the Issuer, The Bank of New York Mellon SA/NV, Luxembourg Branch, as contingent capital registrar (the “Registrar”) and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as amended and supplemented through the Issue Date and as further supplemented by the Eleventh Supplemental Indenture, to be entered into on or about the Issue Date, among the Issuer, the Registrar and the Trustee.
Risk Factors    An investment in the Securities involves risks. See the “Risk Factors” section beginning on page S-27 of the Preliminary Prospectus Supplement.
Settlement    Clearstream, Luxembourg / Euroclear; Book-entry; Transferable.
Listing    International Securities Market of the London Stock Exchange.
Calculation Agent    The Bank of New York Mellon, London Branch, or its successor appointed by the Issuer.
Governing Law    New York law, except for subordination provisions and waiver of set-off provisions which will be governed by English law.
Definitions    Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement.

The Issuer has filed a registration statement (including the Base Prospectus and the Preliminary Prospectus Supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for this offering. Before you invest, you should read each of the Base Prospectus and the Preliminary Prospectus Supplement for this offering in that registration statement, and the other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the Base Prospectus and the Preliminary Prospectus Supplement from Barclays Capital Inc. by calling +1-866-603-5847.

U.K. FCA CoCo restriction. UK MiFIR professional investors and ECPs only/No PRIIPs or U.K. PRIIPs KID – Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs or U.K. PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or in the U.K. No sales to retail clients (as defined in COBS 3.4) in the U.K.

It is expected that delivery of the Securities will be made for value on or about May 15, 2024, which will be the fifth (5th) business day in the United States following the date of pricing of the Securities. Under Rule 15c6-1 under the Securities Exchange Act of 1934, purchases or sales of Securities in the secondary market generally are required to settle within two (2) business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Securities who wish to trade the Securities on the date of this prospectus supplement or the next two (2) succeeding business days, will be required, because the Securities initially will settle within five (5) business days (T+5) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Securities who wish to trade the Securities prior to two business days before delivery should consult their own legal advisers.

This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply (such persons being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, relevant persons.

To the extent any dealer that is not a U.S. registered broker-dealer intends to effect any offers or sales of any Securities in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations. 

 

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Exhibit 4.6

Execution Version

BARCLAYS PLC,

as Issuer

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Trustee

and Paying Agent

and

THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH,

as Contingent Capital Security Registrar

TENTH SUPPLEMENTAL INDENTURE

Dated as of May 15, 2024

To the Contingent Capital Securities Indenture, dated as of August 14, 2018,

among the Issuer, the Trustee and Paying Agent and the Contingent Capital Security Registrar


TABLE OF CONTENTS

 

     Page  
ARTICLE I   
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION   

SECTION 1.01. Definitions

     2  

SECTION 1.02. Effect of Headings

     2  

SECTION 1.03. Separability Clause

     2  

SECTION 1.04. Benefits of Instrument

     2  

SECTION 1.05. Relation to Indenture

     2  

SECTION 1.06. Construction and Interpretation

     2  
ARTICLE II   
AMENDMENTS TO THE BASE INDENTURE   

SECTION 2.01. Amendments to the Base Indenture

     3  
ARTICLE III   
MISCELLANEOUS PROVISIONS   

SECTION 3.01. Effectiveness.

     8  

SECTION 3.02. Ratification and Integral Part

     8  

SECTION 3.03. Priority

     8  

SECTION 3.04. Not Responsible for Recitals

     8  

SECTION 3.05. Successors and Assigns

     8  

SECTION 3.06. Counterparts

     8  

SECTION 3.07. Governing Law

     8  

 

i


TENTH SUPPLEMENTAL INDENTURE, dated as of May 15, 2024 (the “Tenth Supplemental Indenture”), among BARCLAYS PLC, a public limited company registered in England and Wales, as Issuer (hereinafter called the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”) and Paying Agent (herein called the “Paying Agent”), having a Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Contingent Capital Security Registrar, having an office at 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453, Luxembourg (herein called the “Contingent Capital Security Registrar”), to the CONTINGENT CAPITAL SECURITIES INDENTURE, dated as of August 14, 2018 among the Company, the Trustee and the Contingent Capital Security Registrar (as heretofore amended and supplemented, the “Base Indenture” and, together with this Tenth Supplemental Indenture, the “Indenture”).

RECITALS OF THE COMPANY

WHEREAS, Section 9.01(d) of the Base Indenture permits supplements thereto without the consent of Holders of Contingent Capital Securities, when authorized by, or pursuant to, a Board Resolution or Delegated Person Resolution, to add to, change or eliminate any of the provisions of the Base Indenture with respect to Contingent Capital Securities issued on or after the date hereof;

WHEREAS, the Company desires to amend Sections 1.01, 1.05, 3.01(cc), 3.01(gg), 5.04(d), 10.04(a), 11.02, 11.03, 11.04(a), 11.08, 11.10 and 13.01(a) of the Base Indenture to add or amend certain defined terms or provisions in relation to notices, substitution and variation of terms, the waiver of set-off, minimum redemption notice periods, the payment of any Additional Amounts, conditions to redemption or repurchase and the contractual recognition of the U.K. Bail-in Power with respect to Contingent Capital Securities;

WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of this Tenth Supplemental Indenture; and

WHEREAS, the Company has requested, and hereby requests, that the Trustee join with the Company in the execution and delivery of this Tenth Supplemental Indenture;

NOW, THEREFORE, THIS TENTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Trustee and Paying Agent and the Contingent Capital Security Registrar mutually agree as follows with regard to the Base Indenture:

 

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ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Tenth Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture.

SECTION 1.02. Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 1.03. Separability Clause.

In case any provision in this Tenth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.04. Benefits of Instrument.

Nothing in this Tenth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 1.05. Relation to Indenture.

This Tenth Supplemental Indenture constitutes an integral part of the Indenture and the provisions set out in Article II herein apply to Contingent Capital Securities authenticated, delivered and issued on or after the date of this Tenth Supplemental Indenture.

SECTION 1.06. Construction and Interpretation.

Unless the context otherwise requires:

(a) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Tenth Supplemental Indenture, refer to this Tenth Supplemental Indenture as a whole and not to any particular provision of this Tenth Supplemental Indenture;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c) references herein to a specific Section or Article refer to Sections or Articles of this Tenth Supplemental Indenture;

(d) wherever the words “include,” “includes” or “including” are used in this Tenth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”

(e) references to a Person are also to its successors and permitted assigns; and

 

2


(f) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

ARTICLE II

AMENDMENTS TO THE BASE INDENTURE

SECTION 2.01. Amendments to the Base Indenture.

(a) The following definitions in Section 1.01 of the Base Indenture are hereby respectively amended and restated in their entirety as follows:

secondary non-preferential debts” shall have the meaning given to it in the U.K. Insolvency Act 1986, as amended or replaced from time to time.

Withdrawal Act” means the United Kingdom European Union (Withdrawal) Act 2018, as amended.

(b) Section 1.01 of the Base Indenture is hereby amended to include the following definitions:

eligible liabilities” has the meaning given to such term in the U.K. Banking Act 2009, as the same has been or may be amended from time to time, and “eligible liabilities instruments” means eligible liabilities instruments for the purposes of the Capital Regulations.

own funds” has the meaning given to such term in the U.K. CRD Regulation as interpreted and applied in accordance with the Capital Regulations.

own funds instruments” has the meaning given to such term in the U.K. CRD Regulation as interpreted and applied in accordance with the Capital Regulations.

(c) Section 1.05 of the Base Indenture is hereby amended by deleting the references to “, facsimile transmission” and “or facsimile” appearing therein.

(d) Section 3.01(cc) of the Base Indenture is hereby amended and restated in its entirety as follows:

“(cc) provisions relating to the exercise, claim or pleading of any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to a Holder by the Company arising under, or in connection with, the Contingent Capital Securities, if different from the waiver of set-off provisions in this Contingent Capital Securities Indenture;”

(e) Section 3.01(gg) of the Base Indenture is hereby amended and restated in its entirety:

“(gg) the terms and conditions, if any, under which the Company may elect to substitute or vary the terms of the Contingent Capital Securities of the series; and”

(f) Section 3.01(hh) is added as follows:

 

3


“(hh) any other terms of the series (which terms shall not be inconsistent with the provisions of this Contingent Capital Securities Indenture, except as permitted by Section 9.01(d)).”

(g) Section 5.04(d) of the Base Indenture is hereby amended and restated in its entirety as follows:

“(d) Subject to applicable law and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Contingent Capital Securities, no Holder or Beneficial Owner may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Contingent Capital Securities and this Contingent Capital Securities Indenture or any supplemental indenture hereto and each Holder and Beneficial Owner shall, by virtue of its holding of any Contingent Capital Security (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder or Beneficial Owner of the Contingent Capital Securities by the Company in respect of, or arising under, the Contingent Capital Securities or this Contingent Capital Securities Indenture or any supplemental indenture hereto are discharged by set-off, compensation, counterclaim, retention or netting, such Holder or Beneficial Owner shall, subject to applicable law and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Contingent Capital Securities, immediately pay to the Company an amount equal to the amount of such discharge (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Contingent Capital Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting.”

(h) Section 10.04(a) of the Base Indenture is hereby amended and restated in its entirety as follows:

“Section 10.04 Additional Amounts. (a) Unless otherwise specified in the terms of Contingent Capital Securities of a series in accordance with Section 3.01, the Company will pay any amounts to be paid by the Company on any series of Contingent Capital Securities without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (each, a “Taxing Jurisdiction”), unless the deduction or withholding is required by law. Unless otherwise specified in the terms of the Contingent Capital Securities of a series in accordance with Section 3.01, if at any time a Taxing Jurisdiction requires the Company to deduct or withhold Taxes, the Company will pay the additional amounts of, or in respect of, any interest (but not principal or any premium) on such series of Contingent Capital Securities (“Additional Amounts”) that are necessary so that the net amounts in respect of interest paid to the Holders of such series of Contingent Capital Securities, after the deduction or withholding, shall equal the amounts in respect of interest which

 

4


would have been payable in respect of such series of Contingent Capital Securities had no such deduction or withholding been required. However, the Company will not pay Additional Amounts for Taxes:

(i) that are payable because the Holder or the Beneficial Owner of the Contingent Capital Securities is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is physically present in, a Taxing Jurisdiction requiring that deduction or withholding, or otherwise has some connection with the Taxing Jurisdiction other than the holding or ownership of the relevant Contingent Capital Securities, or the collection of any payment of, or in respect of any interest on, any Contingent Capital Securities of the relevant series;

(ii) that are payable because (except in the case of a winding up of the Company in England) the relevant Contingent Capital Securities are presented for payment in the United Kingdom;

(iii) that are payable because the relevant Contingent Capital Securities are presented for payment more than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder of the relevant Contingent Capital Securities would have been entitled to the Additional Amounts on presenting the Contingent Capital Security for payment at the close of such thirty-day (30-day) period;

(iv) that are payable because the Holder or the Beneficial Owner of the relevant Contingent Capital Securities or the beneficial owner of any payment of (or in respect of) any interest on such Contingent Capital Securities failed to make any necessary claim or to comply with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder, Beneficial Owner or beneficial owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes; or

(v) if such Taxes would not have been so imposed, or would have been excluded pursuant to clauses (i) through (iv) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Contingent Capital Securities had been the Holder of such Contingent Capital Securities.

Whenever in this Contingent Capital Securities Indenture there is mentioned, in any context, the payment of any interest on, or in respect of, any Contingent Capital Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. The limitations and restrictions on interest payments described under Sections 3.12 and 3.13 hereof shall apply to any Additional Amounts mutatis mutandis.”

 

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(i) Sections 11.02, 11.03 and 11.04(a) of the Base Indenture are hereby amended by replacing the reference to “thirty (30)” appearing therein by “fifteen (15).”

(j) Section 11.08 of the Base Indenture is hereby amended and restated in its entirety as follows:

“Section 11.08 Limitations on Redemption. Notwithstanding any other provision in this Contingent Capital Securities Indenture and unless otherwise provided as contemplated by Section 3.01 with respect to any series of Contingent Capital Securities, the Company may redeem any series of Contingent Capital Securities (in the case of any series of Contingent Capital Securities with a Stated Maturity, before their Stated Maturity) (and give notice thereof to the Holders of the relevant Contingent Capital Securities) only if the Company has obtained the prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in either case, if such consent is then required by the Capital Regulations) for the redemption of the Contingent Capital Securities. In addition, any such redemption of any series of Contingent Capital Securities shall be subject to the additional conditions set out in Section 11.13.”

(k) Section 11.10 of the Base Indenture is hereby amended and restated in its entirety as follows:

“Section 11.10 Condition to Repurchase. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Contingent Capital Securities, the Company or any member of the Group may purchase or otherwise acquire any Outstanding Contingent Capital Securities of any series at any price in the open market or otherwise in accordance with the Capital Regulations, and subject to the prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in either case, if such consent is then required by the Capital Regulations) and to applicable law and regulations. In addition, any such repurchase of Outstanding Contingent Capital Securities shall be subject to the additional conditions set out in Section 11.13.”

(l) A new Section 11.13 is hereby inserted into the Base Indenture as follows:

“Section 11.13 Additional Conditions Relating to Redemption and Repurchase of Contingent Capital Securities. Any redemption or repurchase of a particular series of Contingent Capital Securities shall be subject to:

(a) one of the following conditions in (i) or (ii) below being met, as applicable to such Contingent Capital Securities, in each case, if and to the extent then required by the Capital Regulations:

(i) before or at the same time as such redemption or repurchase of the Contingent Capital Securities, the Company replaces such Contingent Capital Securities with “own funds instruments” of equal or higher quality at terms that are sustainable for the Company’s income capacity; or

(ii) the Company has demonstrated to the satisfaction of the PRA that its “own funds” and “eligible liabilities” would, following such redemption or repurchase, exceed the relevant requirements for its own funds and eligible liabilities laid down in U.K. CRD and

 

6


in the U.K. legislation that implemented EU Directive 2014/59/EU, as amended from time to time, by a margin that the PRA considers necessary.

(b) in the case of any such redemption or repurchase of a particular series of Contingent Capital Securities before five years after the date of issuance of such Contingent Capital Securities, one of the following conditions in (i), (ii), (iii) or (iv) below being met, in each case, if and to the extent then required by the Capital Regulations:

(i) in the case of redemption due to the occurrence of a change in the regulatory classification of the relevant Contingent Capital Securities that does or would be likely to result in their exclusion from own funds or reclassification as own funds of lower quality (A) the PRA considers such change to be sufficiently certain and (B) the Company demonstrates to the satisfaction of the PRA that such regulatory reclassification was not reasonably foreseeable at the time of the issuance of the Contingent Capital Securities; or

(ii) in the case of redemption due to the occurrence of a Tax Event, the Company demonstrates to the satisfaction of the PRA that such Tax Event is material and was not reasonably foreseeable at the time of issuance of the relevant Contingent Capital Securities; or

(iii) before or at the same time as such redemption or repurchase of the relevant Contingent Capital Securities, the Company replaces such Contingent Capital Securities with own funds instruments of equal or higher quality at terms that are sustainable for the Company’s income capacity and the PRA has permitted that action on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances; or

(iv) the relevant Contingent Capital Securities are repurchased for market making purposes.

Notwithstanding the conditions set out above, if, at the time of any such redemption or repurchase, the Capital Regulations permit the redemption or repurchase of a particular series of Contingent Capital Securities only after compliance with one or more alternative or additional pre-conditions to those set out above, the Company will comply with such other and/or, as appropriate, additional pre-condition(s).”

(m) Section 13.01(a) of the Base Indenture is hereby amended by adding “or the Trustee on behalf of the Holders of the Contingent Capital Securities,” after “Notwithstanding and to the exclusion of any other term of the Contingent Capital Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Contingent Capital Securities” and before “by acquiring any Contingent Capital Securities, each Holder and Beneficial Owner of the Contingent Capital Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority”.

 

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ARTICLE III

MISCELLANEOUS PROVISIONS

SECTION 3.01. Effectiveness. This Tenth Supplemental Indenture shall become effective upon its execution and delivery.

SECTION 3.02. Ratification and Integral Part. The Base Indenture as supplemented by this Tenth Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee.

SECTION 3.03. Priority. This Tenth Supplemental Indenture shall be deemed an integral part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Tenth Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

SECTION 3.04. Not Responsible for Recitals. The recitals contained herein shall be taken as the statements of the Company, and neither the Trustee nor any authenticating agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Tenth Supplemental Indenture, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Tenth Supplemental Indenture.

SECTION 3.05. Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Tenth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 3.06. Counterparts. This Tenth Supplemental Indenture may be executed manually, by facsimile or by electronic signature in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 3.07. Governing Law. This Tenth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions set forth in Section 5.04(d) of the Base Indenture, as amended hereby, which shall be governed by and construed in accordance with English law.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Tenth Supplemental Indenture to be duly executed as of the day and year first above written.

 

BARCLAYS PLC
By:   /s/ Stuart Frith
  Name: Stuart Frith
  Title: Director, Capital Markets Execution

 

THE BANK OF NEW YORK MELLON, LONDON
BRANCH, AS TRUSTEE AND PAYING AGENT
By:   /s/ Ricardo da Rocha
  Name: Ricardo da Rocha
  Title: Authorised Signatory

 

THE BANK OF NEW YORK MELLON SA/NV,
LUXEMBOURG BRANCH, AS CONTINGENT CAPITAL
SECURITY REGISTRAR
By:   /s/ Ricardo da Rocha
  Name: Ricardo da Rocha
  Title: Authorised Signatory

 

[Signature Page to Tenth Supplemental Indenture]

Exhibit 4.7

Execution Version

 

 

 

BARCLAYS PLC,

as Issuer,

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Trustee and Paying Agent

and

THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH,

as Contingent Capital Security Registrar

 

 

ELEVENTH SUPPLEMENTAL INDENTURE

Dated as of May 15, 2024

 

 

To the Contingent Capital Securities Indenture, dated as of August 14, 2018,

among the Issuer, the Trustee and Paying Agent and the Contingent Capital Security Registrar

£1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

 

 

 


TABLE OF CONTENTS

 

ARTICLE I

 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

 

SECTION 1.01.

  Definitions      2  

SECTION 1.02.

  Effect of Headings      17  

SECTION 1.03.

  Separability Clause      17  

SECTION 1.04.

  Benefits of Instrument      17  

SECTION 1.05.

  Relation to Base Indenture      18  

SECTION 1.06.

  Construction and Interpretation      18  
ARTICLE II

 

£1,250,000,000 8.500% FIXED RATE RESETTING PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE SECURITIES

 

SECTION 2.01.

  Creation of Series; Establishment of Form      19  

SECTION 2.02.

  Interest      20  

SECTION 2.03.

  Payment of Principal, Interest and Other Amounts      23  

SECTION 2.04.

  Optional Redemption      24  

SECTION 2.05.

  Regulatory Event Redemption      24  

SECTION 2.06.

  Clean-Up Call      24  

SECTION 2.07.

  Notice of Redemption      24  

SECTION 2.08.

  Automatic Conversion upon Capital Adequacy Trigger Event      25  

SECTION 2.09.

  Conversion Shares      29  

SECTION 2.10.

  Conversion Shares Offer      29  

SECTION 2.11.

  Settlement Procedure      31  

SECTION 2.12.

  Failure to Deliver a Conversion Shares Settlement Notice      32  

SECTION 2.13.

  Additional Amounts and FATCA Withholding Tax      33  

SECTION 2.14.

  DTC      33  

SECTION 2.15.

  Depositary      33  

SECTION 2.16.

  Termination of Global Security      33  

SECTION 2.17.

  Exercise of Bail-In Power Written Notice      33  

SECTION 2.18.

  Substitution or Variation      33  

 

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ARTICLE III

 

ANTI-DILUTION

 

SECTION 3.01.

  Adjustment of Conversion Price      34  

SECTION 3.02.

  No Retroactive Adjustments      37  

SECTION 3.03.

  Decision of an Independent Financial Advisor      38  

SECTION 3.04.

  Rounding Down and Notice of Adjustment to the Conversion Price      38  

SECTION 3.05.

  Qualifying Takeover Event      38  
ARTICLE IV

 

MISCELLANEOUS PROVISIONS

 

SECTION 4.01.

  Effectiveness      39  

SECTION 4.02.

  Original Issue      39  

SECTION 4.03.

  Ratification and Integral Part      40  

SECTION 4.04.

  Priority      40  

SECTION 4.05.

  Successors and Assigns      40  

SECTION 4.06.

  Counterparts      40  

SECTION 4.07.

  Governing Law      40  

EXHIBIT A – Form of Global Security

     A-1  

EXHIBIT B – Form of Automatic Conversion Notice

     B-1  

EXHIBIT C – Form of Capital Adequacy Trigger Event Officers’ Certificate

     C-1  

EXHIBIT D – Form of Conversion Shares Offer Notice

     D-1  

EXHIBIT E – Form of Conversion Shares Settlement Request Notice

     E-1  

 

iii


ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 15, 2024 (the “Eleventh Supplemental Indenture”), among BARCLAYS PLC, a public limited company registered in England and Wales, as Issuer (hereinafter called the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”) and Paying Agent (herein called the “Paying Agent”), having its Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Contingent Capital Security Registrar, having an office at 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, L-2453, Luxembourg (herein called the “Contingent Capital Security Registrar”), to the CONTINGENT CAPITAL SECURITIES INDENTURE, dated as of August 14, 2018 among the Company, the Trustee and the Contingent Capital Security Registrar, as heretofore amended and supplemented (the “Base Indenture” and, together with this Eleventh Supplemental Indenture, the “Indenture”).

RECITALS OF THE COMPANY

WHEREAS, the Company, the Trustee and the Contingent Capital Security Registrar are parties to the Base Indenture, which provides for the issuance by the Company from time to time of Contingent Capital Securities in one or more series;

WHEREAS, Section 9.01 of the Base Indenture permits supplements thereto without the consent of Holders of Contingent Capital Securities to establish the form or terms of Contingent Capital Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture and to add to, change or eliminate any of the provisions of the Base Indenture with respect to Contingent Capital Securities issued on or after the date hereof;

WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a new series of Contingent Capital Securities to be known as the Company’s “£1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible

Securities” (the “Securities”) under the Indenture;

WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of this Eleventh Supplemental Indenture;

NOW, THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Trustee and Paying Agent and the Contingent Capital Security Registrar mutually agree as follows with regard to the Securities:

 

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ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01. Definitions.

Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Eleventh Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. The following terms used in this Eleventh Supplemental Indenture have the following respective meanings with respect to the Securities only:

Acquirer” means the Takeover Person that controls the Company following a Takeover Event. For the purposes of this definition, “control” means the acquisition or holding of legal or beneficial ownership of more than 50% of the votes which may ordinarily be cast on a poll at a general meeting of the Company or the right to appoint or remove a majority of the board of directors of the Company. On and after the date of a Qualifying Takeover Event, references herein to “Ordinary Shares” shall be read as references to “Approved Entity Shares.”

Adjustment Spread” means a spread (which may be positive or negative) or formula or methodology for calculating a spread, which the Independent Benchmark Adviser (in consultation with the Company) or the Company (as applicable), determines is required to be applied to the Successor Rate or the Alternative Reference Rate (as applicable) in order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to the Holders of Securities as a result of the replacement of the Reference Rate with the Successor Rate or the Alternative Reference Rate (as applicable) and is the spread, formula or methodology which:

(i) in the case of a Successor Rate, is recommended in relation to the replacement of the Reference Rate with the Successor Rate by any Relevant Nominating Body;

(ii) in the case of a Successor Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the Independent Benchmark Adviser (in consultation with the Company) or the Company (as applicable) determines is recognized or acknowledged as being in customary market usage in international debt capital markets transactions which reference the Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate (as applicable); or

(iii) if no such customary market usage is recognized or acknowledged, the Independent Benchmark Adviser (in consultation with the Company) or the Company in its discretion (as applicable), determines (acting in good faith and in a commercially reasonable manner) to be appropriate.

Alternative Reference Rate” means the rate that the Independent Benchmark Adviser or the Company (as applicable) determines has replaced the Reference Rate in

 

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customary market usage in the international debt capital markets for the purposes of determining rates of interest in respect of bonds denominated in sterling and of a five year duration or, if the Independent Benchmark Adviser or the Company (as applicable) determines that there is no such rate, such other rate as the Independent Benchmark Adviser or the Company (as applicable) determines in its discretion (acting in good faith and in a commercially reasonable manner) is most comparable to the Reference Rate.

Approved Entity” means a body corporate which, on the occurrence of the Takeover Event and thereafter, has in issue Approved Entity Shares.

Approved Entity Shares” means ordinary shares in the capital of a body corporate that constitutes Equity Share Capital or the equivalent (or depository or other receipts representing the same) which are listed and admitted to trading on a Recognized Stock Exchange and is not share capital which, if the Securities could convert into such share capital in accordance with Section 2.09 of this Eleventh Supplemental Indenture, would cause a Relevant Tax Effect in circumstances where, if the Securities could instead only convert into ordinary shares of the Company, would not cause a Relevant Tax Effect. Such shares shall cease to be “Approved Entity Shares” if they do not satisfy the definition above on the Conversion Date. In relation to an Automatic Conversion in respect of which the Conversion Date falls on or after the QTE Effective Date, references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”.

Automatic Conversion” means the irrevocable and automatic release of all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares, all in accordance with the terms of the Securities.

Automatic Conversion Notice” means the written notice (substantially in the form attached hereto as Exhibit B) to be delivered by the Company to the Trustee directly and to the Holders of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by the Company to the Trustee directly and to the Holders at their addresses shown on the Contingent Capital Security Register) specifying (i) that a Capital Adequacy Trigger Event has occurred, (ii) the Conversion Date or expected Conversion Date, (iii) the Conversion Price, (iv) that the Company has the option, at its sole and absolute discretion, to elect that a Conversion Shares Offer be conducted and that the Company will issue a Conversion Shares Offer Notice through the Clearing Systems within ten (10) Business Days following the Conversion Date notifying Holders of the Company’s election and (v) that the Securities shall remain in existence for the sole purpose of evidencing (a) the right of the Holders to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository and (b) the Company’s CSO Obligations, if any, and that the Securities may continue to be transferable until the Suspension Date, which shall be specified in the Conversion Shares Offer Notice.

 

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Base Indenture” has the meaning set forth in the first paragraph of this Eleventh Supplemental Indenture.

Benchmark Event” means:

(i) the Reference Rate has ceased to be published as a result of such benchmark ceasing to be calculated or administered;

(ii) a public statement by the administrator of the Reference Rate that it has ceased, or will cease, publishing the Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Reference Rate);

(iii) a public statement by the supervisor of the administrator of the Reference Rate that the Reference Rate has been or will be permanently or indefinitely discontinued;

(iv) a public statement by the supervisor of the administrator of the Reference Rate as a consequence of which the Reference Rate will be prohibited from being used or that its use will be subject to restrictions or adverse consequences either generally, or in respect of the Securities;

(v) a public statement by the supervisor of the administrator of the Reference Rate that, in the view of such supervisor, the Reference Rate is no longer representative of an underlying market or the methodology to calculate the Reference Rate has materially changed; or

(vi) it has or will become unlawful for the Calculation Agent or the Company to calculate any payments due to be made to any Holders of the Securities using the Reference Rate (including, without limitation, under Benchmark Regulation (EU) 2016/1011, as it forms part of domestic law of the U.K. by virtue of the Withdrawal Act, if applicable).

Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, United Kingdom.

Calculation Agent” means The Bank of New York Mellon, London Branch, or its successor appointed by the Company pursuant to the calculation agent agreement between the Company and The Bank of New York Mellon, dated as of the date hereof.

Calculation Period” means the relevant period for which interest is to be calculated from (and including) the first day in such period to (but excluding) the last day in such period.

Cancellation Date” means (i) with respect to any Security for which a Conversion Shares Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-off Date, the applicable Settlement Date and (ii) with respect to

 

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any Security for which a Conversion Shares Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-off Date, the Final Cancellation Date.

Capital Adequacy Trigger Event” shall occur if at any time the Fully Loaded CET1 Ratio (as defined herein) is less than 7.00%. Whether a Capital Adequacy Trigger Event has occurred at any time shall be determined by the Company and such determination shall be binding on the Trustee and Holders of the Securities.

Capital Adequacy Trigger Event Officers’ Certificate” has the meaning set forth in Section 2.08(o) hereof.

Cash Component” means that portion, if any, of the Conversion Shares Offer Consideration consisting of cash.

Cash Dividend” means any dividend or distribution in respect of the Ordinary Shares to Shareholders of the Company which is to be paid or made in cash (in whatever currency), however described and whether payable out of share premium account, profits, retained earnings or any other capital or revenue reserve or account and including a distribution or payment to Shareholders upon or in connection with a reduction of capital.

CET1 Capital” means, at any time, the sum, expressed in pounds sterling, of all amounts that constitute common equity Tier 1 Capital of the Group at such time, less any deductions from common equity Tier 1 Capital required to be made at such time, in each case as determined by the Company on a consolidated basis in accordance with the Capital Regulations applicable at such time (which determination shall be binding on the Trustee and the Holders and Beneficial Owners). For the purposes of this definition, the term “common equity Tier 1 Capital” shall have the meaning assigned to such term in the Capital Regulations then applicable.

Clearing Systems” means Clearstream, Luxembourg and Euroclear and shall include any successor clearing systems.

Clearing System Business Day” means a day on which each Clearing System for which the Global Security is being held is open for business.

Clearstream, Luxembourg” means Clearstream Banking, S.A.

Common Depositary” means The Bank of New York Mellon, London Branch, or any successor in such capacity, as common depositary for Euroclear and Clearstream, Luxembourg.

Companies Act” means the Companies Act 2006 (UK).

Company” has the meaning set forth in the first paragraph of this Eleventh Supplemental Indenture, and includes any successor entity.

Compliant Securities” means securities issued directly by the Company that:

 

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  (i)

rank at least equally with the ranking of the Securities;

 

  (ii)

have terms that are not materially less favorable to investors than the terms of the Securities, which shall be deemed to be the case if such securities:

 

  (A)

contain terms such that they comply with the then applicable requirements under the Capital Regulations in relation to Tier 1 Capital;

 

  (B)

include terms which provide for the same (or, from an investor’s perspective, a more favorable) rate of interest from time to time applying to the Securities, Interest Payment Dates and obligations (including the obligations arising from the exercise of any right) of the Company in relation to any redemption of the Securities, including (without limitation) as to amounts payable on redemption and timing for payment thereof as apply from time to time to the Securities immediately prior to such substitution or variation; and

 

  (C)

preserve any existing rights under the terms of the Securities to any accrued interest which has not been paid, cancelled or deemed cancelled (but subject always to the right of the Company to cancel such accrued interest in accordance with the terms of the Compliant Securities, if applicable);

 

  (iii)

are listed or admitted to trading on (i) the ISM or (ii) such other recognized stock exchange within the meaning of Section 1005 of the Income Tax Act 2007; and

 

  (iv)

where the Securities have a published rating solicited by the Company from a Rating Agency immediately prior to their substitution or variation, each such Rating Agency has assigned, or informed the Company by an announcement or otherwise of its intention to assign, an equal or higher published rating to such securities.

Conversion Date” means the date on which the Automatic Conversion shall take place, or has taken place, as applicable.

Conversion Price” means £1.65 per Conversion Share (subject to certain anti-dilution adjustments pursuant to Section 3.01 hereof).

Conversion Shares” means the Ordinary Shares of the Company to be issued to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) following an Automatic Conversion, which Ordinary Shares shall be in such number as is determined by dividing the aggregate principal amount of the Securities Outstanding immediately prior to the Automatic Conversion on the Conversion Date by the Conversion Price, rounded down, if necessary, to the nearest whole number of Ordinary Shares.

 

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Conversion Shares Component” means that portion, if any, of the Conversion Shares Offer Consideration consisting of Conversion Shares.

Conversion Shares Depository” means a financial institution, trust company, depository entity, nominee entity or similar entity to be appointed by the Company on or prior to any date when a function ascribed to the Conversion Shares Depository in the Indenture is required to be performed, to perform such functions and which, as a condition of such appointment, such entity will be required to undertake, for the benefit of the Holders and Beneficial Owners of the Securities, to hold the Conversion Shares (and any Conversion Shares Offer Consideration) on behalf of such Holders and Beneficial Owners of the Securities in one or more segregated accounts, unless otherwise required for the purposes of the Conversion Shares Offer and, in any event, on terms consistent with the Indenture.

Conversion Shares Offer” has the meaning set forth in Section 2.10(a) hereof.

Conversion Shares Offer Agent” means the agent(s), if any, to be appointed on behalf of the Conversion Shares Depository by the Company, in its sole and absolute discretion, to act as placement or other agent of the Conversion Shares Depository to facilitate a Conversion Shares Offer.

Conversion Shares Offer Consideration” means in respect of each Security (i) if all of the Conversion Shares are sold in the Conversion Shares Offer, the pro rata share of the cash proceeds in sterling from the sale of the Conversion Shares attributable to such Security, (ii) if some but not all of the Conversion Shares are sold in the Conversion Shares Offer, (x) the pro rata share of the cash proceeds in sterling from the sale of the Conversion Shares attributable to such Security and (y) the pro rata share of the Conversion Shares not sold pursuant to the Conversion Shares Offer attributable to such Security rounded down to the nearest whole number of Conversion Shares, and (iii) if no Conversion Shares are sold in a Conversion Shares Offer, the relevant Conversion Shares attributable to such Security rounded down to the nearest whole number of Conversion Shares, subject in the case of (i) and (ii)(x) above to deduction from any such cash proceeds of an amount equal to the pro rata share of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of any interest in the Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer.

Conversion Shares Offer Notice” means the written notice (substantially in the form attached hereto as Exhibit D) to be delivered by the Company to the Trustee directly and to the Holders of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by the Company to the Trustee directly and to the Holders at their addresses shown on the Contingent Capital Security Register) specifying (i) whether or not the Company has elected that a Conversion Shares Offer be made and, if so, the Conversion Shares Offer Period, (ii) the Suspension Date, (iii) details of the Conversion Shares Depository or (iv) if the Company has been unable to appoint a Conversion Shares Depository, such other arrangements for the issuance and/or delivery of the Conversion

 

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Shares or the Conversion Shares Offer Consideration, as applicable, to the Holders of the Securities as it shall consider reasonable in the circumstances.

Conversion Shares Offer Period” means the period during which the Conversion Shares Offer may occur, which period shall end no later than forty (40) Business Days after the delivery of the Conversion Shares Offer Notice.

Conversion Shares Settlement Notice” means a written notice (substantially in the form attached hereto as Exhibit E) to be delivered by a Holder or Beneficial Owner (or custodian, broker, nominee or other representative thereof) to the Conversion Shares Depository (or to the relevant recipient of the Conversion Shares in accordance with the terms of the Securities), with a copy to the Trustee, no earlier than the Suspension Date containing the following information: (i) the name of the Holder or Beneficial Owner (or custodian, broker, nominee or other representative thereof), (ii) the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder or Beneficial Owner (or custodian, broker, nominee or other representative thereof) on the date of such notice, (iii) the name to be entered in the Company’s share register, (iv) the details of the CREST or other clearing system account or, if the Conversion Shares are not a participating security in CREST or another clearing system, the address to which the Conversion Shares (or the Conversion Shares Component, if any, of any Conversion Shares Offer Consideration) and/or cash (if not expected to be delivered through the Clearing Systems) should be delivered and (v) such other details as may be required by the Conversion Shares Depository.

Conversion Shares Settlement Request Notice” means the written notice to be delivered by the Company to the Trustee directly and to the Holders and Beneficial Owner of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by the Company to the Trustee directly and to the Holders at their registered addresses as shown on the Contingent Capital Security Register) on the Suspension Date requesting that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and specifying (i) the Notice Cut-off Date and (ii) the Final Cancellation Date.

CREST” means the relevant system, as defined in the CREST Regulations, or any successor clearing system.

CREST Regulations” means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended.

CSO Obligations” means the obligations of the Company under the Securities that may arise in connection with a Conversion Shares Offer to: (i) facilitate the preparation of a prospectus or other offering document, if applicable, and (ii) take responsibility for such prospectus or other offering document, which obligations (and any claims relating to a failure to facilitate the preparation of, or take responsibility for, such prospectus or other offering document) shall terminate in the event of the winding-up or administration of the Company.

Current Market Price” means, in respect of an Ordinary Share at a particular

 

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date, the average of the daily Volume Weighted Average Price of an Ordinary Share on each of the five (5) consecutive Dealing Days ending on the Dealing Day immediately preceding such date; provided that, if at any time during the said five-dealing-day period the Volume Weighted Average Price shall have been based on a price ex-Cash Dividend (or ex-any other entitlement) and during some other part of that period the Volume Weighted Average Price shall have been based on a price cum-Cash Dividend (or cum-any other entitlement), then:

(i) if the Ordinary Shares to be issued do not rank for the Cash Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price cum-Cash Dividend (or cum- any other entitlement) shall, for the purposes of this definition, be deemed to be the amount thereof reduced by an amount equal to such Cash Dividend or entitlement per ordinary share as at the date of first public announcement relating to such Cash Dividend or entitlement, in any such case, determined on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit; or

(ii) if the Ordinary Shares to be issued do rank for the Cash Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price ex-Cash Dividend (or ex- any other entitlement) shall, for the purposes of this definition, be deemed to be the amount thereof increased by an amount equal to such Cash Dividend or entitlement per ordinary share as at the date of first public announcement relating to such Cash Dividend or entitlement, in any such case, determined on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit,

and provided further that, if on each of the said five Dealing Days the Volume Weighted Average Price shall have been based on a price cum-Cash Dividend (or cum- any other entitlement) in respect of a Cash Dividend (or other entitlement) which has been declared or announced but the Ordinary Shares to be issued do not rank for that Cash Dividend (or other entitlement), the Volume Weighted Average Price on each of such dates shall, for the purposes of this definition, be deemed to be the amount thereof reduced by an amount equal to such Cash Dividend or entitlement per ordinary share as at the date of first public announcement relating to such Cash Dividend or entitlement, in any such case, determined on a gross basis and disregarding any withholding or deduction required to be made on account of tax, and disregarding any associated tax credit,

and provided further that, if the Volume Weighted Average Price of an Ordinary Share is not available on one or more of the said five Dealing Days (disregarding for this purpose the proviso to the definition of Volume Weighted Average Price), then the average of such Volume Weighted Average Prices which are available in that five-dealing-day period shall be used (subject to a minimum of two such prices) and if only one, or no, such Volume Weighted Average Price is available in the relevant period, the Current Market Price shall be determined in good faith by an Independent Financial

 

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Adviser.

Dealing Day” means a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is open for business and on which Ordinary Shares may be dealt in (other than a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is scheduled to or does close prior to its regular weekday closing time).

Effective Date” means, for the purposes of Section 3.01(c) hereof, the first date on which the Ordinary Shares are traded ex-rights on the Relevant Stock Exchange and, for the purposes of Section 3.01(d) hereof, the first date on which the Ordinary Shares are traded ex-the relevant Cash Dividend on the Relevant Stock Exchange.

Equity Share Capital” has the meaning provided in Section 548 of the Companies Act.

Euroclear” means Euroclear Bank SA/NV.

Extraordinary Dividend” means any Cash Dividend that is expressly declared by the Company to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or return of value to shareholders or any analogous or similar term, in which case the Extraordinary Dividend shall be such Cash Dividend.

Final Cancellation Date” means the date, as specified in the Conversion Shares Settlement Request Notice, on which the Securities in relation to which no Conversion Shares Settlement Notice has been received by the Conversion Shares Depository on or before the Notice Cut-off Date shall be cancelled, which date may be up to twelve (12) Business Days following the Notice Cut-off Date.

Five-year Mid-Market Swap Rate Quotations” means, for any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on an Actual/365 (Fixed) day count basis) of a fixed-for-floating sterling 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 the overnight SONIA rate compounded for 12-months (calculated on an Actual/365 (Fixed) day count basis).

Fully Loaded” means, in relation to a measure that is presented or described as being on a “Fully Loaded basis,” that such measure is determined without applying the transitional provisions set out in Part Ten of the U.K. CRD Regulation in accordance with the Capital Regulations applicable as at the time such measure is determined.

Fully Loaded CET1 Ratio” means, at any time, the ratio of CET1 Capital at such time to the Risk Weighted Assets at such time, expressed as a percentage and on the basis that all measures used in such calculation shall be determined on a Fully Loaded basis.

 

- 10 -


Governmental Entity” means (i) the United Kingdom Government, (ii) an agency of the United Kingdom Government or (iii) a Takeover Person or entity (other than a body corporate) controlled by the United Kingdom Government or any such agency referred to in clause (ii) of this definition. If the Company is then organized in another jurisdiction, the references to “United Kingdom Government” shall be read as references to the government of such other jurisdiction.

Group” means the Company (or any successor entity) and its consolidated subsidiaries.

IA Determination Cut-off Date” has the meaning set forth in Section 2.02(b) hereof.

Indenture” has the meaning set forth in the first paragraph of this Eleventh Supplemental Indenture.

Independent Benchmark Adviser” means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the Company at its own expense.

Independent Financial Adviser ” means an independent financial institution of international repute appointed by the Company at its own expense.

Initial Interest Rate” has the meaning set forth in Section 2.02(a) hereof.

Interest Payment Date” has the meaning set forth in Section 2.02(a) hereof.

ISM” means the LSE’s International Securities Market.

Issue Date” has the meaning set forth in Section 2.01(f) hereof.

Junior Securities” means any Ordinary Shares, securities or other obligations (including any guarantee, credit support or similar undertaking) of the Company ranking, or expressed to rank, junior to the Securities in a winding-up or administration of the Company.

LSE” means the London Stock Exchange plc (or its successor).

Margin” has the meaning set forth in Section 2.02(a) hereof.

Mid-Market Swap Rate” means, in relation to a Reset Date and the related Reset Determination Date:

(i) the annual sterling mid-market swap rate with a term of five years where the floating leg pays daily compounded SONIA annually, which is calculated and published by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) and appearing on the Bloomberg screen page

 

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BPISDS05 (or such other page as may replace such page on Bloomberg, or such other information service as may be nominated or authorized by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) (the “Relevant Screen Page”) at approximately 11.00 a.m. (London time) on the relevant Reset Determination Date, as determined by the Calculation Agent; and

(ii) if the Relevant Screen Page is not available or such swap rate does not appear on the Relevant Screen Page at such time on such Reset Determination Date (in circumstances other than those in which the Company has determined that a Benchmark Event has occurred or that there is a Successor Rate, as set out in Section 2.02(b)), then the Mid-Market Swap Rate shall be the Reset Reference Bank Rate on such Reset Determination Date.

New Conversion Condition” means the condition that shall be satisfied if (a) by not later than seven (7) Business Days following the completion of a Takeover Event where the Acquirer is an Approved Entity, there shall be arrangements in place for the Approved Entity to provide for issuance of Approved Entity Shares following an Automatic Conversion of the Securities on terms mutatis mutandis identical to the provisions under Section 2.08 below, and (b) the Company, in its sole and absolute discretion has determined that such arrangements are in the best interest of the Company and its shareholders taken as a whole having regard to the interests of its stakeholders (including, but not limited to, the Holders of the Securities) and are consistent with applicable law and regulation (including, but not limited to, the guidance of any applicable regulatory body).

New Conversion Price” means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date:

NCP = ECP * (VWAPAES / VWAPOS)

where:

NCP” is the New Conversion Price;

ECP” is the Conversion Price in effect on the Dealing Day immediately prior to the QTE Effective Date;

VWAPAES” means the average of the Volume Weighted Average Price of the Approved Entity Shares (translated, if necessary, into the same currency as the price of the Ordinary Shares at the Prevailing Rate on the relevant dealing day) on each of the five Dealing Days ending on the Dealing Day prior to the closing date of the Takeover Event (and where references in the definition of “Volume Weighted Average Price” to “ordinary share” shall be construed as a reference to the Approved Entity Shares and in the definition of “Dealing Day,” references to the “Relevant Stock Exchange” shall be to the relevant Recognized Stock Exchange); and

 

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VWAPOS” is the average of the Volume Weighted Average Price of the Ordinary Shares on each of the five Dealing Days ending on the Dealing Day immediately prior to the closing date of the Takeover Event.

Notice Cut-off Date” means the date specified as such in the Conversion Shares Settlement Request Notice, which date shall be at least forty (40) Business Days following the Suspension Date.

Ordinary Shares” means (a) prior to the QTE Effective Date, fully paid ordinary shares in the capital of the Company and (b) on and after the QTE Effective Date, the relevant Approved Entity Shares.

Parity Securities” means any preference shares, securities or other obligations (including any guarantee, credit support or similar undertaking) of the Company ranking, or expressed to rank, pari passu with the Securities in a winding-up or administration of the Company.

Payment Business Day” means any day on which banks are open for general business (including dealings in foreign currencies) in London, United Kingdom or, if the Securities are held in definitive form, in the case of payment by transfer to a sterling account, any day on which dealings in foreign currencies may be carried on in London, United Kingdom; and in the case of surrender (or, in the case of part payment only, endorsement) of any Securities in definitive form, any day on which banks are open for general business (including dealings in foreign currencies) in the place in which the Securities in definitive form are surrendered (or, as the case may be, endorsed).

Prevailing Rate” means, in respect of any currencies on any day, the spot rate of exchange between the relevant currencies prevailing as at or about 12:00 pm, London time, on that date as appearing on or derived from the relevant page on Bloomberg (or such other information service provider that displays the relevant information) or, if such a rate cannot be determined at such time, the rate prevailing as at or about 12:00 pm, London time, on the immediately preceding day on which such rate can be so determined or, if such rate cannot be so determined by reference to the relevant page on Bloomberg (or such other information service provider that displays the relevant information), the rate determined in such other manner as an Independent Financial Adviser shall in good faith prescribe.

Prospectus Supplement” means the prospectus supplement with respect to the Securities, dated May 8, 2024, supplementing the prospectus dated March 1, 2024.

QTE Effective Date” means the date with effect from which the New Conversion Condition shall have been satisfied.

Qualifying Takeover Event” means a Takeover Event with respect to which: (i) the Acquirer is an Approved Entity; and (ii) the New Conversion Condition is satisfied.

 

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Rating Agency” means S&P Global Ratings UK Limited, Moody’s Investors Service Limited, Fitch Ratings Ltd or Rating and Investment Information, Inc., or any of their respective affiliates or successors.

Recognized Stock Exchange” means a Regulated Market or another regulated, regularly operating, recognized stock exchange or securities market in an OECD member state.

Reference Banks” means four major banks in the sterling swap, money, securities or other market most closely connected with the relevant Mid-Market Swap Rate, as selected by the Company on the advice of an investment bank of international repute.

Reference Rate” means (i) SONIA or (ii) (if applicable) any other Successor Rate or Alternative Reference Rate (or any component part(s) thereof) determined and applicable to the Securities pursuant to the earlier operation of the provisions in Section 2.02(b).

Regular Period” means each period from (and including) any Interest Payment Date to (but excluding) the next Interest Payment Date.

Regular Record Date” means the close of business on the Clearing System Business Day immediately preceding each Interest Payment Date (or, if the Securities are held in definitive form, the close of business on the 15th Business Day preceding each Interest Payment Date).

Regulated Market” means a regulated market as defined by Article 4.1(21) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments or as defined in Regulation (EU) No 600/2014 as it forms part of U.K. domestic law by virtue of the Withdrawal Act, as each may be amended or replaced from time to time.

Regulatory Event” has the meaning set forth in Section 2.05 hereof.

Relevant Nominating Body” means, in respect of the Reference Rate:

(i) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the Reference Rate relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of the Reference Rate; or

(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the Reference Rate relates, (b) any other central bank or other supervisory authority which is responsible for supervising the administrator of the Reference Rate, (c) a group of the aforementioned central banks or other supervisory authorities, (d) the International Swaps and Derivatives Association, Inc. or any part thereof, or (e) the Financial Stability Board or any part thereof.

 

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Relevant Currency” means sterling or, if at the relevant time or for the purposes of the relevant calculation or determination the LSE is not the Relevant Stock Exchange, the currency in which the Ordinary Shares are quoted or dealt in on the Relevant Stock Exchange at such time.

Relevant Screen Page” has the meaning set forth under the definition of Mid-Market Swap Rate.

Relevant Stock Exchange” means the LSE or, if at the relevant time the Ordinary Shares are not at that time listed and admitted to trading on the LSE, the principal stock exchange or securities market on which the Ordinary Shares are then listed, admitted to trading or quoted or accepted for dealing.

Relevant Tax Effect” means a circumstance, as on the date hereof or at any time thereafter, that interest payments (or funding costs of the Company as recognized in its accounts) under or with respect to the Securities are not or would not be deductible for U.K. corporation tax purposes (whether for the Company, or for companies with which the Company is grouped for United Kingdom tax purposes).

Reset Date” means December 15, 2030 and each fifth anniversary thereafter.

Reset Determination Date” means the second (2nd) Payment Business Day immediately preceding each Reset Date.

Reset Period” has the meaning set forth in Section 2.02(a) hereof.

Reset Reference Bank Rate” means, in relation to a Reset Date and the related Reset Determination Date, the percentage rate determined by the Calculation Agent on the basis of the Five-year Mid-Market Swap Rate Quotations provided by each of the Reference Banks at approximately 11:00 a.m. (London time) on the relevant Reset Determination Date (or thereafter on such date), rounded, if necessary, to the nearest 0.001 per cent. (with 0.0005 per cent. being rounded upwards). If at least three Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations. If only one Five-year Mid-Market Swap Rate Quotation is provided, the Reset Reference Bank Rate will be the quotation provided. If no Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be (i) in respect of the Reset Reference Bank Rate determined in respect of the Reset Date falling on December 15, 2030, 3.997 per cent. per annum or (ii) in respect of the Reset Reference Bank Rate determined in respect of any Reset Date other than December 15, 2030, the Mid-Market Swap Rate in respect of the immediately preceding Reset Date.

Risk Weighted Assets” means, at any time, the aggregate amount, expressed in pounds sterling, of the risk weighted assets of the Group at such time, as determined by

 

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the Company on a consolidated basis in accordance with the Capital Regulations applicable at such time (which determination shall be binding on the Trustee, the Holders and the Beneficial Owners). For the purposes of this definition, the term “risk weighted assets” means the risk weighted assets or total risk exposure amount, as determined by the Company in accordance with the Capital Regulations.

Securities” has the meaning set forth in the Recitals.

Settlement Date” means (i) with respect to any Security in relation to which a Conversion Shares Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-off Date, the later of (a) the date that is two (2) Business Days after the end of the relevant Conversion Shares Offer Period and (b) the date that is two (2) Business Days after the date on which such Conversion Shares Settlement Notice has been received by the Conversion Shares Depository and (ii) with respect to any Security in relation to which a Conversion Shares Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-off Date, the date on which the Conversion Shares Depository delivers the relevant Conversion Shares or Conversion Shares Component, if any, of any Conversion Shares Offer Consideration, as applicable.

Shareholders” means the holders of Ordinary Shares.

SONIA” means the Sterling Overnight Index Average.

Subsequent Interest Rate” has the meaning set forth in Section 2.02(a) hereof.

Successor Rate” means the reference rate (and related alternative screen page or source, if available) that the Independent Benchmark Adviser or the Company (as applicable) determines is a successor to or replacement of the Reference Rate (for the avoidance of doubt, whether or not the Reference Rate has ceased to be available) which is formally recommended by any Relevant Nominating Body.

Suspension Date” means, with respect to each Clearing System, the date specified in the Conversion Shares Offer Notice as the date on which such Clearing System shall suspend all clearance and settlement of transactions in the Securities in accordance with its rules and procedures, which date shall be no later than thirty-eight (38) Business Days after the delivery of the Conversion Shares Offer Notice to such Clearing System (and, if the Company elects that a Conversion Shares Offer be made, such date shall be at least two (2) Business Days prior to the end of the relevant Conversion Shares Offer Period).

Takeover Event” shall mean an offer made to all (or as nearly as may be practicable all) shareholders (or all (or as nearly as may be practicable all) such shareholders other than the offeror and/or any associate (as defined in Section 988(1) of the Companies Act) of the offeror), to acquire all or a majority of the issued Ordinary Share Capital (as defined in Section 1119 of the Corporation Tax Act 2010, or any successor provision or legislation) of the Company or if any Takeover Person proposes a scheme with regard to such acquisition and (such offer or scheme having become or been declared unconditional in all respects or having become effective) the right to cast more

 

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than 50% of the votes which may ordinarily be cast on a poll at a general meeting of the Company has or will become unconditionally vested in any Takeover Person and/or any associate of that Takeover Person (as defined in Section 988(1) of the Companies Act).

Takeover Event Notice” means a notice to the Holders of the Securities notifying them that a Takeover Event has occurred and specifying: (1) the identity of the Acquirer; (2) whether the Takeover Event is a Qualifying Takeover Event or not; (3) in the case of a Qualifying Takeover Event, if determined at such time, the New Conversion Price; and (4) if applicable, the QTE Effective Date.

Takeover Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organization, trust, state or agency of a state (in each case whether or not being a separate legal entity) or other legal entity.

Tradable Amount” has the meaning set forth in Section 2.01(j) hereof.

Trustee” has the meaning set forth in the first paragraph of this Eleventh Supplemental Indenture.

Volume Weighted Average Price” means, in respect of an Ordinary Share (or an Approved Entity Share, as applicable) on any Dealing Day, the order book volume-weighted average price of an Ordinary Share (or Approved Entity Shares, as applicable) published by or derived from the relevant page on Bloomberg or such other source as shall be determined in good faith to be appropriate by an Independent Financial Adviser on such Dealing Day, provided that if on any such Dealing Day such price is not available or cannot otherwise be determined as provided above, the “Volume Weighted Average Price” of an ordinary share (or an Approved Entity Shares, as applicable) in respect of such Dealing Day shall be the volume weighted average price, determined as provided above, on the immediately preceding Dealing Day on which the same can be so determined or determined as an Independent Financial Adviser might otherwise determine in good faith to be appropriate.

SECTION 1.02. Effect of Headings.

The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 1.03. Separability Clause.

In case any provision in this Eleventh Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.04. Benefits of Instrument.

Nothing in this Eleventh Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

 

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SECTION 1.05. Relation to Base Indenture.

This Eleventh Supplemental Indenture constitutes an integral part of the Indenture. All provisions of this Eleventh Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Securities and any such provisions shall not be deemed to apply to any other Contingent Capital Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Securities.

SECTION 1.06. Construction and Interpretation

Unless the express otherwise requires:

(a) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Eleventh Supplemental Indenture, refer to this Eleventh Supplemental Indenture as a whole and not to any particular provision of this Eleventh Supplemental Indenture;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c) the terms “U.S. dollars” refer to the lawful currency for the time being of the United States;

(d) the terms “pounds sterling,” “sterling” and “£” mean British pounds sterling;

(e) references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Eleventh Supplemental Indenture;

(f) wherever the words “include”, “includes” or “including” are used in this Eleventh Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”

(g) references to a Person are also to its successors and permitted assigns;

(h) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;

(i) for purposes of Article III of this Eleventh Supplemental Indenture, references therein to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment; and

(j) references to any issue or offer or grant to Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders, as the case may be, other than Shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognized regulatory body or any

 

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other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

ARTICLE II

£1,250,000,000 8.500% FIXED RATE RESETTING PERPETUAL SUBORDINATED

CONTINGENT CONVERTIBLE SECURITIES

SECTION 2.01. Creation of Series; Establishment of Form.

(a) There is hereby established a new series of Contingent Capital Securities under the Base Indenture entitled the “£1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities.”

(b) The Securities shall be issued initially in the form of one registered Global Security that shall be deposited with the Common Depositary on the Issue Date. The Global Security shall be registered in the name of The Bank of New York Depository (Nominees) Limited, a nominee of the Common Depositary, and executed and delivered in substantially the form attached hereto as Exhibit A.

(c) The Company shall issue the Securities in an aggregate principal amount of £1,250,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities having the same ranking and same interest rate, interest cancellation terms, redemption terms, Conversion Price and other terms as the Securities described in this Eleventh Supplemental Indenture, except for the price to public and date of issue. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the Securities.

(d) Any proposed transfer of an interest in Securities held in the form of a Global Security deposited with the Common Depositary shall be effected in the ordinary way following the applicable rules and operating procedures of the Clearing Systems.

(e) The Securities shall not have a sinking fund.

(f) The Securities shall be issued on May 15, 2024 (the “Issue Date”).

(g) The Securities shall have no fixed maturity or fixed redemption date, and shall not be redeemable except as provided in Sections 2.04, 2.05 and 2.06 hereof and Section 11.12 of the Base Indenture.

(h) The interest rate on the Securities shall be determined as set forth in Section 2.02(a) hereof.

(i) The Securities shall be issued in denominations of £200,000 in principal amount and integral multiples of £1,000 in excess thereof. The denominations cannot be changed without the consent of the Trustee.

 

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(j) The denomination of each interest in the Global Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Security shall be equal to such Global Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of each Security shall be zero, but the Tradable Amount of the book-entry interests in each Security shall remain unchanged.

(k) For the avoidance of doubt, references to “Foreign Currency” in the Base Indenture shall mean pounds sterling for purposes of the Securities.

SECTION 2.02. Interest.

(a) From (and including) the Issue Date to (but excluding) December 15, 2030, the interest rate on the Securities shall be 8.500% per annum (the “Initial Interest Rate”). From and including each Reset Date to (but excluding) the next following Reset Date (each such period, a “Reset Period”), the applicable per annum interest rate (the “Subsequent Interest Rate”) will, subject to Section 2.02(b) and Section 2.02(d) herein, be equal to the sum, as determined by the Calculation Agent, of the applicable Mid-Market Swap Rate on the relevant Reset Determination Date and 4.881% (the “Margin”), converted to a quarterly rate in accordance with market convention as instructed by the Company (rounded to three decimal places, with 0.0005 rounded down). Each Subsequent Interest Rate shall be determined in compliance with the relevant Capital Regulations. Subject to Sections 3.12 and 3.13 of the Base Indenture and the penultimate sentence of this paragraph, interest, if any, shall be payable quarterly in arrear on March 15, June 15, September 15 and December 15 of each year (each, an “Interest Payment Date”), commencing on September 15, 2024; provided that if such Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, but interest on that payment will not accrue during the period from and after the Interest Payment Date. Subject to Sections 3.12 and 3.13 of the Base Indenture, interest on the Securities, if any, will be computed and payable as follows:

(i) if the Calculation Period is equal to or shorter than the Regular Period during which it falls, interest on the Securities, if any, will be computed and payable on the basis of the number of days in the Calculation Period, divided by the product of (1) the number of days in the Regular Period in which the Calculation Period falls and (2) four; or

(ii) if the Calculation Period is longer than one Regular Period, interest on the Securities, if any, will be computed and payable on the basis of the sum of: (A) the number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the number of days in such Regular Period and (2) four; and (B) the number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the number of days in such Regular Period and (2) four.

The first date on which interest may be paid will be September 15, 2024 for the period commencing on (and including) May 15, 2024 and ending on (but excluding) September 15, 2024 (and thus a long first interest period). If a date of redemption is not a Business Day, the

 

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Company may pay interest (if any) and principal on the next Business Day, but interest on that payment will not accrue during the period from and after the date of redemption.

(b) In addition to and notwithstanding the provisions in Section 2.02(a) above, if the Company determines that a Benchmark Event has occurred or that there is a Successor Rate, in either case when any Subsequent Interest Rate (or the relevant component part thereof) remains to be determined by reference to the Reference Rate, then the Company may elect (acting in good faith and in a commercially reasonable manner) to apply the following provisions:

(i) the Company shall use reasonable endeavors to appoint, as soon as reasonably practicable, an Independent Benchmark Adviser to determine (acting in good faith and in a commercially reasonable manner), no later than five (5) Business Days prior to the relevant Reset Determination Date relating to the next succeeding Reset Period (the “IA Determination Cut-off Date”), a Successor Rate or, alternatively, if the Independent Benchmark Adviser determines that there is no Successor Rate, an Alternative Reference Rate for purposes of determining the Subsequent Interest Rate (or the relevant component part thereof) applicable to the Securities;

(ii) if the Company is unable to appoint an Independent Benchmark Adviser, or the Independent Benchmark Adviser appointed by it fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, the Company (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate or, if the Company determines that there is no Successor Rate, an Alternative Reference Rate;

(iii) if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) is determined in accordance with the preceding provisions, such Successor Rate or, failing which, an Alternative Reference Rate (as applicable) shall be used in place of the Reference Rate as a component part for determining the relevant Mid-Market Swap Rate in respect of each of the future Reset Periods (subject to the subsequent operation of, and to adjustment as provided in, this Section 2.02(b)); provided, however, that if sub-paragraph (ii) applies and the Company is unable to or does not determine a Successor Rate or an Alternative Reference Rate prior to the relevant Reset Determination Date, the Subsequent Interest Rate applicable to the next succeeding Reset Period shall be equal to the Subsequent Interest Rate last determined in relation to the Securities in respect of the preceding Reset Period (or alternatively, in the case of the first Reset Period, the rate of interest shall be the Initial Interest Rate); for the avoidance of doubt, the proviso in this sub-paragraph (iii) shall apply to the relevant Reset Period only and any subsequent Reset Periods are subject to the subsequent operation of, and to adjustment as provided in this Section 2.02(b);

(iv) if the Independent Benchmark Adviser (in consultation with the Company) or (if the Company is unable to appoint an Independent Benchmark Adviser, or the Independent Benchmark Adviser appointed by it fails to determine whether an Adjustment Spread should be applied) the Company (acting in good faith and in a commercially reasonable manner) determines that an Adjustment Spread should be

 

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applied to the relevant Successor Rate or the relevant Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Rate or Alternative Reference Rate (as applicable). If the Independent Benchmark Adviser or the Company (as applicable) is unable to determine, prior to the Reset Determination Date relating to the next succeeding Reset Period, the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Successor Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread;

(v) if the Independent Benchmark Adviser or the Company determines a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) and, in each case, any Adjustment Spread in accordance with the above provisions, the Independent Benchmark Adviser or the Company (as applicable), may also specify changes to the terms of the Securities, including but not limited to the Day Count Fraction, business day convention, Relevant Screen Page, Reset Determination Date and/or the definitions of the relevant Reference Rate, Mid-Market Swap Rate and/or business day applicable to the Securities, and the method for determining the fallback rate in relation to the Securities, in order to follow market practice in relation to the Successor Rate, the Alternative Reference Rate (as applicable) and/or the Adjustment Spread. For the avoidance of doubt, the Trustee, the Paying Agent and the Calculation Agent shall, at the direction and expense of the Company, effect such consequential amendments to the Indenture and other agreements or documents as may be required in order to give effect to this Section 2.02(b); provided, however, that none of the Trustee, the Paying Agent or the Calculation Agent shall be obligated to effect any such amendment which affects its own rights, duties or immunities under the Indenture, any paying agency agreement, any calculation agency agreement or otherwise. The consent of the Holders of the Securities shall not be required in connection with implementing the Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread or such other changes, including for the execution of any documents, amendments or other steps by the Trustee, the Paying Agent or the Calculation Agent (if required); and

(vi) the Company shall promptly, following the determination of any Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread, give notice thereof to the Trustee, the Paying Agent, the Calculation Agent and the Holders of the Securities, which shall specify the effective date(s) for such Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread and any consequential changes made to the terms of the Securities and the Indenture,

provided that the determination of any Successor Rate or Alternative Reference Rate or Adjustment Spread, and any other related changes to the Securities, shall be made in accordance with the relevant Capital Regulations (if applicable) and shall not prejudice the then current capital or eligible liabilities qualification of the Securities, as applicable, in each case for the purposes of and in accordance with the Capital Regulations. None of the Trustee, the Paying Agent, any other paying agent or the Calculation Agent shall have any duty to determine whether a Benchmark Event has occurred or that there is a Successor Rate.

 

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(c) Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities, or the Trustee on behalf of the Holders of the Securities, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by and consents to the determinations made by the Company, the Independent Benchmark Adviser, the Trustee, the Paying Agent, the Calculation Agent or other relevant entities, as applicable, to determine the Subsequent Interest Rate in the event the Company determines that a Benchmark Event has occurred or that there is a Successor Rate, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from Holders and Beneficial Owners of the Securities to implement consequential amendments to the Indenture and other agreements or documents relating to the Securities.

(d) In addition to any other restrictions on payments of principal and interest contained in the Indenture, no repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company.

SECTION 2.03. Payment of Principal, Interest and Other Amounts.

(a) Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the United Kingdom as at the time of payment is legal tender for payment of public and private debts and such payments on Securities represented by the Global Security shall be made through one or more Paying Agents appointed under the Base Indenture to the Clearing Systems, or the Common Depositary or its nominee, as the Holder or Holders of the Global Security. Initially, the Paying Agent for the Securities shall be The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom and the Contingent Capital Security Registrar shall be The Bank of New York Mellon SA/NV, Luxembourg Branch, 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, L-2453, Luxembourg. The Company may change the Paying Agent without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Contingent Capital Security Registrar. Payments of principal of and interest on the Securities represented by the Global Security shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, such Global Security is first surrendered to the Paying Agent.

(b) If, on any date on which a payment in respect of the Securities is contemplated, sterling is unavailable to the Company due to the imposition of exchange controls or other circumstances beyond the Company’s control or is no longer used for the settlement of transactions by public institutions within the international banking community, then all payments in respect of the Securities will be made in U.S. dollars until sterling is again available to the Company or so used. The amount payable on any date in sterling will be converted into U.S. dollars at the Prevailing Rate as of the close of business on the second Payment Business Day prior to the relevant payment date. Any payment in respect of the Securities so made in U.S. dollars will not constitute a Winding-up Event, a Non-Payment Event, a Default or otherwise

 

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under the Indenture or the Securities. Neither the Trustee, the Paying Agent or any other agent will be responsible for obtaining exchange rates, effecting currency conversions or otherwise handling re-denominations.

SECTION 2.04. Optional Redemption. Subject to the limitations specified in Section 2.07 of this Eleventh Supplemental Indenture and Section 11.08 and Section 11.13 of the Base Indenture, the Company may, at the Company’s option, redeem the Securities, in whole but not in part, on any day falling in the period commencing on (and including) June 15, 2030, and ending on (and including) the first Reset Date or on any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption.

SECTION 2.05. Regulatory Event Redemption. Subject to Section 2.07 of this Eleventh Supplemental Indenture and Section 11.08 and Section 11.13 of the Base Indenture, the Company may, at the Company’s option, at any time, redeem the Securities, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as described in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption, if, on or after the Issue Date, there is a change in the regulatory classification of the Securities that does, or would be likely to, result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from, or ceasing to count towards, the Group’s Tier 1 Capital (a “Regulatory Event”).

SECTION 2.06. Clean-Up Call. Subject to Section 2.07 of this Eleventh Supplemental Indenture and Section 11.08 and Section 11.13 of the Base Indenture, if, at any time from the fifth anniversary of the Issue Date (unless otherwise permitted by the PRA), the outstanding aggregate principal amount of the Securities is 25% or less of the aggregate principal amount of the Securities originally issued (and, for these purposes, any additional securities issued as set out under Section 2.01(c) of this Eleventh Supplemental Indenture shall be deemed to have been originally issued), the Company may redeem all (but not some only) of the Outstanding Securities 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 in Sections 3.12 and 3.13 of the Base Indenture) to (but excluding) the date fixed for redemption.

SECTION 2.07. Notice of Redemption. Before the Company may redeem the Securities pursuant to Section 2.04, Section 2.05 or Section 2.06 of this Eleventh Supplemental Indenture or Section 11.12 of the Base Indenture, the Company shall deliver via the Clearing Systems (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Contingent Capital Security Register) prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities. The Company shall deliver written notice of such redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the

 

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Company’s election to redeem the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in Sections 11.04(d), (e) and (f) of the Base Indenture. The Company shall not be entitled to deliver a notice of redemption after an Automatic Conversion Notice has been delivered.

SECTION 2.08. Automatic Conversion upon Capital Adequacy Trigger Event.

(a) If a Capital Adequacy Trigger Event has occurred, then the Automatic Conversion shall occur on the Conversion Date, at which point all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) shall be irrevocably and automatically released in consideration of the Company’s issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) on the Conversion Date at the Conversion Price. Under no circumstances shall such released obligations be reinstated. If the Company has been unable to appoint a Conversion Shares Depository, it shall make such other arrangements for the issuance and/or delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders of the Securities as it shall consider reasonable in the circumstances (including, without limitation, issuance of the Conversion Shares to another nominee or to the Holders of the Securities directly), and such issuance shall irrevocably and automatically release all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) as if the Conversion Shares had been issued to the Conversion Shares Depository.

(b) The Automatic Conversion shall occur without delay upon the occurrence of a Capital Adequacy Trigger Event.

(c) The Company shall (a) immediately inform the PRA of the occurrence of a Capital Adequacy Trigger Event and (b) deliver an Automatic Conversion Notice to the Trustee directly and to the Holders through the Clearing Systems as soon as practicable after such time.

(d) The date on which the Automatic Conversion Notice shall be deemed to have been given shall be the date on which it is dispatched by the Company to each of the Clearing Systems (or, if the Securities are definitive Securities, to the Trustee).

(e) The Company shall request that each of the Clearing Systems, pursuant to the applicable rules and operating procedures of such Clearing System then in effect, transmit the Automatic Conversion Notice to the direct participants of such Clearing System holding the Securities at such time.

(f) The Automatic Conversion shall occur on the Conversion Date and all of the Company’s obligations under the Securities (other than the CSO Obligations, if any) shall be irrevocably and automatically released in consideration of the Company’s issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities), and the principal amount of the Securities shall equal zero at all times thereafter (for the avoidance of doubt, the Tradable Amount shall remain unchanged) as a result of the Automatic Conversion.

 

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(g) Within ten (10) Business Days following the Conversion Date, the Company shall deliver a Conversion Shares Offer Notice to the Trustee directly and to the Holders of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by the Company to the Trustee directly and to the Holders at their addresses shown on the Contingent Capital Security Register).

(h) The Conversion Shares shall initially be registered in the name of the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities, as applicable) and each Holder and Beneficial Owner of the Securities shall be deemed to have irrevocably directed the Company to issue the Conversion Shares corresponding to the conversion of its holding of Securities to the Conversion Shares Depository (or to such other relevant recipient).

(i) The Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities, as applicable) shall hold the Conversion Shares on behalf of the Holders and Beneficial Owners of the Securities, who shall be entitled to direct (each in respect of their pro rata share of the Conversion Shares) the Conversion Shares Depository or such other relevant recipient, as applicable, to exercise on their behalf all rights of an ordinary shareholder (including voting rights and rights to receive dividends); provided, however, that Holders and Beneficial Owners shall not be able to sell or otherwise transfer the Conversion Shares until such time as the Conversion Shares have been delivered to the Holders or Beneficial Owners in accordance with the procedures set forth under Section 2.11 hereof. A Holder or Beneficial Owner’s pro rata share of the Conversion Shares at any particular time shall be determined based on the aggregate amount of the Tradable Amount of the Securities held by such Holder or Beneficial Owner as a proportion of the aggregate amount of the Tradable Amount of all Securities outstanding at the relevant time rounded down, if necessary, to the nearest whole number of Conversion Shares.

(j) Provided that the Company issues the Conversion Shares to the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities) in accordance with the terms of the Securities, with effect from the Conversion Date, Holders and Beneficial Owners of the Securities shall have recourse only to the Conversion Shares Depository (or to such other relevant recipient, as applicable) for the delivery to them of Conversion Shares or, if the Company elects that a Conversion Shares Offer be made, of any Conversion Shares Offer Consideration to which such Holders and Beneficial Owners are entitled.

(k) Effective upon, and following, the occurrence of the Automatic Conversion, Holders and Beneficial Owners shall not have any rights against the Company with respect to repayment of the principal amount of the Securities or payment of interest or any other amounts in respect of or arising under such Securities, which liabilities of the Company shall be irrevocably and automatically released, and accordingly the principal amount of the Securities shall equal zero at all times thereafter. Any interest in respect of an interest period ending on any Interest Payment Date falling between the date of a Capital Adequacy Trigger Event and the Conversion Date shall be deemed to have been cancelled pursuant to Section 3.12 of the Base Indenture upon the occurrence of such Capital Adequacy Trigger Event and shall not be due and payable.

 

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(l) By subscribing for, purchasing or otherwise acquiring the Securities, each Holder and each Beneficial Owner shall 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 (or any related Conversion Shares Offer Consideration, including the appointment of any Conversion Shares Offer Agent 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 Beneficial Owner 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, their respective direct or indirect participants or any other intermediary through which they hold 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 Beneficial Owner or the Trustee.

(m) The procedures set forth in this Section 2.08 are subject to change to reflect changes in the Clearing Systems’ practices, and the Company may make changes to the procedures set forth in this Section 2.08 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in the Clearing Systems’ practices.

(n) Notwithstanding anything to the contrary contained in the Indenture or the Securities, once the Company has delivered an Automatic Conversion Notice to each of the Clearing Systems following the occurrence of a Capital Adequacy Trigger Event (or following an Automatic Conversion (if sooner)), (i) the Holders and Beneficial Owners shall have no rights whatsoever under the Indenture or the Securities to instruct the Trustee to take any action whatsoever and (ii) as of the date of the Automatic Conversion Notice, except for any indemnity and/or security provided by any Holder or by any Beneficial Owner in such direction or related to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners shall cease automatically and shall be null and void and of no further effect; except in each case of (i) and (ii) of this Section 2.08(n), with respect to any rights of Holders or Beneficial Owners with respect to any payments under the Securities that were unconditionally due and payable prior to the date of the Automatic Conversion Notice (if any) or unless the Trustee is instructed in writing by the Company to act otherwise.

(o) On or (if reasonably practicable) prior to delivering the Automatic Conversion Notice, the Company shall deliver to the Trustee a certificate signed by two Authorized Officers, in the form attached hereto as Exhibit C, specifying that a Capital Adequacy Trigger Event has occurred (the “Capital Adequacy Trigger Event Officers’ Certificate”). The Trustee is entitled to conclusively rely on and accept such Capital Adequacy Trigger Event Officers’ Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of a Capital Adequacy Trigger Event, and such

 

- 27 -


Capital Adequacy Trigger Event Officers’ Certificate shall be conclusive and binding on the Trustee, the Holders and the Beneficial Owners.

(p) All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this Section 2.08, including the consents given by such Holder and Beneficial Owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder and Beneficial Owner.

(q) The Trustee shall not be liable with respect to (i) the calculation or accuracy of the Fully Loaded CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger Event, (ii) the failure of the Company to post or deliver the underlying Fully Loaded CET1 Ratio calculations of a Capital Adequacy Trigger Event to the Clearing Systems, the Holders or the Beneficial Owners, (iii) any aspect of the Company’s decision to deliver an Automatic Conversion Notice or the related Automatic Conversion or (iv) the adequacy of the disclosure of these provisions in the Prospectus Supplement or for the direct or indirect consequences thereof.

(r) Following the issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) on the Conversion Date, the Securities shall remain in existence until the applicable Cancellation Date for the sole purpose of evidencing (a) the Holders’ and Beneficial Owners’ right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository (or such other relevant recipient, as applicable) and (b) the Company’s CSO Obligations, if any.

(s) The Holders and Beneficial Owners shall not at any time have the option to convert to the Securities into Conversion Shares.

(t) The occurrence of an Automatic Conversion shall not constitute a Default.

(u) Notwithstanding any other provision herein, by subscribing for, purchasing or otherwise acquiring the Securities, each Holder and each Beneficial Owner (i) agrees to all of the terms of the Securities, including, without limitation, those related to (x) the occurrence of a Capital Adequacy Trigger Event and any related Automatic Conversion and (y) the appointment of the Conversion Shares Depository, the issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) and the potential sale of the Conversion Shares pursuant to a Conversion Shares Offer, (ii) agrees that effective upon, and following, the occurrence of the Automatic Conversion, no amount shall be due and payable to the Holders or the Beneficial Owners under the Securities and the liability of the Company to pay any such amounts (including the principal amount of, or any interest in respect of, the Securities) shall be automatically released, and the Holders and the Beneficial Owners shall not have the right to give any direction to the Trustee with respect to the Capital Adequacy Trigger Event and any related Automatic Conversion and (iii) waives, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a Capital Adequacy Trigger Event and/or any Automatic Conversion.

 

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SECTION 2.09. Conversion Shares.

(a) The number of Conversion Shares to be issued to the Conversion Shares Depository on the Conversion Date shall be determined by the Company by dividing the (i) aggregate principal amount of the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date by (ii) the Conversion Price rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash payment shall be made in lieu thereof. Upon Automatic Conversion on the Conversion Date, the number of Conversion Shares to be held by the Conversion Shares Depository for the benefit of each Holder shall be the number of Conversion Shares thus calculated multiplied by a fraction equal to the aggregate amount of the Tradable Amount of the book-entry interests in the Securities held by such Holder on the Conversion Date divided by the aggregate amount of the Tradable Amount of the book-entry interests of all the Outstanding Securities immediately prior to the Automatic Conversion on the Conversion Date rounded down, if necessary, to the nearest whole number of Conversion Shares.

(b) The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares of the Company in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date.

(c) Subject to Section 3.05 hereof, if a Qualifying Takeover Event occurs, and the Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares of the Approved Entity shall be issued to the Conversion Shares Depository on the Conversion Date instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant to Section 2.09(a) above.

(d) The Conversion Shares or the Conversion Shares Offer Consideration, as the case may be, will be delivered to Holders pursuant to the procedures set forth in Section 2.11 below.

SECTION 2.10. Conversion Shares Offer.

(a) No later than 10 (ten) Business Days following the Conversion Date, the Company may, in its sole and absolute discretion, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Price, subject as provided in this Section 2.10 (the “Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. The Company will deliver a Conversion Shares Offer Notice to the Trustee directly and to the Holders of the Securities through the Clearing Systems within ten (10) Business Days following the Conversion Date specifying whether or not it has elected that a Conversion Shares Offer be conducted. If the Company elects a Conversion Shares Offer to be conducted, the Conversion Shares Offer Period, during which

 

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time the Conversion Shares Offer may be made, shall end no later than forty (40) Business Days following the delivery of the Conversion Shares Offer Notice.

(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer is practicable. The Company or the purchasers of the Conversion Shares sold in any Conversion Shares Offer shall bear the costs and expenses of any Conversion Shares Offer (with the exception of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the transfer of Conversion Shares to the Conversion Shares Depository as a consequence of the Conversion Shares Offer), including the fees of the Conversion Shares Offer Agent, if any. If a prospectus or other offering document is required to be prepared in connection with a Conversion Shares Offer, the Company shall facilitate the preparation of such prospectus or other offering document, and the Company and/or its directors shall take responsibility for such prospectus or other offering document, in each case, if and to the extent then required by applicable laws and regulations then in effect. If so requested by the Conversion Shares Depository as offeror, the Company shall indemnify the Conversion Shares Depository for any losses incurred in connection with any Conversion Shares Offer.

(c) Upon completion of the Conversion Shares Offer, the Company or the Conversion Shares Depository shall provide notice to the Holders of the Securities of the composition of the Conversion Shares Offer Consideration (and of the deductions to the Cash Component, if any, of the Conversion Shares Offer Consideration (as set out in the definition of “Conversion Shares Offer Consideration” in Section 1.01)) per £1,000 Tradable Amount of the Securities. The Company reserves the right, in its sole and absolute discretion, to terminate the Conversion Shares Offer at any time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the Trustee directly and to the Holders of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by the Company to the Trustee directly and to the Holders at their addresses shown on the Contingent Capital Security Register), and, if it does so, the Company may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension Date) to deliver to Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) of the Securities the Conversion Shares at a time that is earlier than the time at which such Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed.

(d) If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer be conducted by the Conversion Shares Depository, each Holder or Beneficial Owner, by subscribing for, purchasing or otherwise acquiring the Securities, shall be deemed to have: (i) irrevocably consented to (x) any Conversion Shares Offer and the Conversion Shares Depository using the Conversion Shares to settle any Conversion Shares Offer in accordance with the terms of the Securities and (y) the transfer of the beneficial interest it holds in the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository and the Conversion Shares Offer

 

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Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, (y) none of the Company, the Trustee, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration) and (z) each of the Clearing Systems and their respective direct or indirect participants or other intermediary through which it holds such Securities is authorized, directed and requested to take any and all necessary action, if required, to implement the Automatic Conversion (including any related Conversion Shares Offer).

SECTION 2.11. Settlement Procedure.

(a) Delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 2.11, which remain subject to change to reflect changes in clearing system practices.

(b) The Conversion Shares Offer Notice shall specify the Suspension Date.

(c) On the Suspension Date, the Company shall deliver, to the Trustee directly and to the Holders and of the Securities through the Clearing Systems (or, if the Securities are definitive Securities, by cheque mailed to the Holders at their addresses shown on the Contingent Capital Security Register) a Conversion Shares Settlement Request Notice, pursuant to which the Company shall request that Holders and Beneficial Owners complete a Conversion Shares Settlement Notice and shall specify the Notice Cut-off Date and the Final Cancellation Date.

(d) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive delivery of the relevant Conversion Shares or Conversion Shares Component, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Conversion Shares Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository, such delivery shall be deemed for all purposes to have been made or given on the next following Business Day.

(e) With respect to any Securities held through the Clearing Systems, the Conversion Shares Settlement Notice must be given in accordance with the respective standard procedures of each of the Clearing Systems (which may include, without limitation, delivery of the notice to the Conversion Shares Depository by electronic means) and in a form acceptable to each of the Clearing Systems and the Conversion Shares Depository. With respect to any definitive Securities, the Conversion Shares Settlement Notice must be delivered to the specified office of the Conversion Shares Depository together with the relevant Securities.

(f) Subject to satisfaction of the requirements and limitations set forth in this Section 2.11 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion

 

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Shares Depository shall deliver the relevant Conversion Shares (rounded down to the nearest whole number of Conversion Shares) or Conversion Shares Component (rounded down to the nearest whole number of Conversion Shares), as applicable, to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice or its nominee in accordance with the instructions given in such Conversion Shares Settlement Notice on the applicable Settlement Date.

(g) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void.

(h) Neither the Company, nor any member of the Group shall be liable for any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be paid as a consequence of the delivery of Conversion Shares or Conversion Shares Component, as applicable, which tax shall be borne solely by the Holder, Beneficial Owner or, if different, the person to whom the Conversion Shares or that portion, if any, of any Conversion Shares Offer Consideration consisting of Conversion Shares, as applicable, is delivered.

(i) The Conversion Shares and any Conversion Shares Component shall not be available for delivery (i) to, or to a nominee for, the Clearing Systems or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any time prior to the “abolition day” as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom, or, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Act 1986 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii).

(j) The Company may make changes to the procedures set forth in this Section 2.11 to the extent such changes are reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners of the Securities.

SECTION 2.12. Failure to Deliver a Conversion Shares Settlement Notice. If any Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) fails to deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, to the Conversion Shares Depository on or before the Notice Cut-off Date, the Conversion Shares Depository shall continue to hold the Conversion Shares or any Conversion Shares Component, as applicable to such Holder or Beneficial Owner, until a Conversion Shares Settlement Notice (and the relevant Securities, if applicable) is so delivered; provided, however,

 

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that the relevant Securities shall be cancelled on the Final Cancellation Date, and any Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of Securities delivering a Conversion Shares Settlement Notice after the Notice Cut-off Date shall be required provide evidence of its entitlement to the relevant Conversion Shares or the Conversion Shares Component of any Conversion Shares Offer Consideration, as applicable, satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Conversion Shares or of the Conversion Shares Component of any Conversion Shares Offer Consideration, as applicable. The Company shall have no liability to any Holder or Beneficial Owner of the Securities for any loss resulting from such Holder’s or Beneficial Owner’s failure to receive any Conversion Shares or Conversion Shares Component of any Conversion Shares Offer Consideration, as applicable, or from any delay in the receipt thereof, in each case as a result of such Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) failing to duly submit a Conversion Shares Settlement Notice and the relevant Securities, if applicable, on a timely basis or at all.

SECTION 2.13. Additional Amounts and FATCA Withholding Tax. The Company agrees, to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest on the Securities.

SECTION 2.14. DTC. For purposes of the Securities, any references to “The Depository Trust Company” and “DTC” in the Base Indenture shall be deemed to refer to the Clearing Systems.

SECTION 2.15. Depositary. For purposes of the Securities, the term Depositary shall include the Clearing Systems and references to the “Depositary” in the Base Indenture shall be deemed to refer to the Clearing Systems.

SECTION 2.16. Termination of Global Security. Definitive securities representing the Securities will only be issued in limited circumstances described under Section 3.05(c)(ii) of the Base Indenture, provided that the Company shall not have the option described under Section 3.05(c)(ii)(C) of the Base Indenture to determine in its sole discretion that the Global Security representing the Securities should be exchanged for definitive Securities.

SECTION 2.17. Exercise of Bail-In Power Written Notice. Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Company shall provide a written notice to the Clearing Systems as soon as practicable regarding such exercise of the U.K. Bail-in Power for purposes of notifying Holders of the Securities of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering any notice referred to in this paragraph shall not affect the validity and enforceability of the U.K. Bail-in Power.

SECTION 2.18. Substitution or Variation.

 

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(a) Following the occurrence of a Tax Event or a Regulatory Event, the Company may (without any requirement for the consent or approval of the Holders or the Trustee (but subject to the notice requirements described in Section 2.18(b) below)) either substitute all (but not some only) of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities. Upon the expiry of the notice requirements described in Section 2.18(b) below, the Company shall either substitute or vary the terms of the Securities and, subject to the conditions as set out below, the Trustee shall agree to such substitution or variation; provided that such substitution or variation shall not itself give rise to a right of the Company to redeem the varied or substituted securities.

(b) Any substitution or variation is subject to the Company (i) obtaining the prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in either case if such consent is then required by the Capital Regulations) for such substitution or variation of the Securities and (ii) giving not less than fifteen (15) nor more than sixty (60) days’ prior notice to the Trustee (with a copy to the Paying Agent) and to the Holders, which notice shall be irrevocable, except in the limited circumstances in which a Capital Adequacy Trigger Event and the related Automatic Conversion as described under Section 2.08 hereof occurs prior to the substitution or variation.

ARTICLE III

ANTI-DILUTION

SECTION 3.01. Adjustment of Conversion Price. Upon the occurrence of any of the events described below, the Conversion Price shall be adjusted as follows:

(a) If and whenever there shall be a consolidation, reclassification or subdivision in relation to the Ordinary Shares of the Company, the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to such consolidation, reclassification or subdivision by the following fraction:

 

LOGO

 

  where:

 

  A

is the aggregate number of Ordinary Shares of the Company in issue immediately before such consolidation, reclassification or subdivision, as the case may be; and

 

  B

is the aggregate number of Ordinary Shares of the Company in issue immediately after, and as a result of, such consolidation, reclassification or subdivision, as the case may be.

Such adjustment shall become effective on the date the consolidation, reclassification or subdivision, as the case may be, takes effect.

 

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(b) If and whenever the Company shall issue any Ordinary Shares credited as fully paid to the Company’s shareholders as a class by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve) other than (1) where any such Ordinary Shares are or are to be issued instead of the whole or part of a Cash Dividend which the Company’s shareholders would or could otherwise have elected to receive, (2) where the Company’s shareholders may elect to receive a Cash Dividend in lieu of such Ordinary Shares or (3) where any such Ordinary Shares are or are expressed to be issued in lieu of a dividend (whether or not a Cash Dividend equivalent or amount is announced or would otherwise be payable to the Company’s Shareholders, whether at their election or otherwise), the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to such issue by the following fraction:

 

LOGO

where:

 

  A

is the aggregate number of Ordinary Shares of the Company in issue immediately before such issue; and

 

  B

is the aggregate number of Ordinary Shares of the Company in issue immediately after such issue.

Such adjustment shall become effective on the date of issue of such Ordinary Shares.

(c) If and whenever the Company shall issue any Ordinary Shares to all or substantially all of the Company’s shareholders as a class by way of rights at a price per ordinary share which is less than 95% of the Current Market Price per ordinary share on the Effective Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to the Effective Date by the following fraction:

 

LOGO

where:

 

  A

is the aggregate number of Ordinary Shares of the Company in issue on the Effective Date;

 

  B

is the aggregate number of Ordinary Shares of the Company that the aggregate consideration (if any) receivable for the Ordinary Shares issued by way of rights would purchase at such Current Market Price per Ordinary Share on the Effective Date; and

 

  C

is the number of Ordinary Shares to be issued.

Such adjustment shall become effective on the Effective Date.

 

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For the purpose of any calculation of the consideration receivable or price pursuant to this Section 3.01(c), the following provisions shall apply:

 

  (1)

the aggregate consideration receivable or price for Ordinary Shares issued for cash shall be the amount of such cash;

 

  (2)

if the consideration or price determined pursuant to (1) above (or any component thereof) shall be expressed in a currency other than the Relevant Currency, it shall be converted into the Relevant Currency at the Prevailing Rate on the relevant Effective Date;

 

  (3)

in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Ordinary Shares or otherwise in connection therewith

 

  (4)

the consideration or price shall be determined as provided in clauses (1) – (3) above on the basis of the consideration or price received, receivable, paid or payable, regardless of whether all or part thereof is received, receivable, paid or payable by or to the Company or another entity; and

 

  (5)

references herein to “cash” shall be construed as cash consideration within the meaning of Section 583(3) of the Companies Act.

(d) If and whenever the Company shall pay any Extraordinary Dividend to shareholders of the Company as a class, the Conversion Price shall be adjusted by multiplying the Conversion Price in effect immediately prior to the Effective Date by the following fraction:

 

LOGO

where:

 

  A

is the Current Market Price of one Ordinary Share on the Effective Date; and

 

  B

is the portion of the aggregate Extraordinary Dividend attributable to one ordinary share, with such portion being determined by dividing the aggregate Extraordinary Dividend by the number of Ordinary Shares entitled to receive the relevant Extraordinary Dividend. If the Extraordinary Dividend shall be expressed in a currency other than the Relevant Currency, it shall be converted

 

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  into the Relevant Currency at the Prevailing Rate on the relevant Effective Date.

Such adjustment shall become effective on the Effective Date.

(e) Notwithstanding provisions of Sections 3.01(a)–(d) above:

(i) where the events or circumstances giving rise to any adjustment pursuant to this section have already resulted or will result in an adjustment to the Conversion Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances that have already given or will give rise to an adjustment to the Conversion Price or where more than one event that gives rise to an adjustment to the Conversion Price occurs within such a short period of time that, in the opinion of the Company, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate to give the intended result;

(ii) such modification shall be made to the operation of the Indenture as may be determined in good faith by an Independent Financial Adviser to be in its opinion appropriate to ensure that an adjustment to the Conversion Price or the economic effect thereof shall not be taken into account more than once;

(iii) for the avoidance of doubt, the issue of Ordinary Shares following an Automatic Conversion or upon any conversion or exchange or the exercise of any other options, warrants or other rights shall not result in an adjustment to the Conversion Price;

(iv) in respect of any adjustment pursuant to Sections 3.01(a)-(c) above, such adjustment shall be made only up to the extent it does not result in a Conversion Price that, if applied to the number of relevant Securities at the time of such adjustment, would result in a number of Conversion Shares that constitutes a greater proportion of Conversion Shares as a percentage of the total number of Ordinary Shares issued had the adjustment not been made nor had the corporate event occurred; and

(v) in respect of any adjustment pursuant to Section 3.01(d) above, such adjustment shall be made only up to the extent it does not result in a Conversion Price that, if applied to the number of relevant Securities at the time of such adjustment, would result in the issue of an additional number of Conversion Shares having a value that is greater than the value of the aggregate Extraordinary Dividend which would be attributable to the Ordinary Shares underlying the Securities had such Ordinary Shares been issued.

SECTION 3.02. No Retroactive Adjustments. The Company shall not issue any additional Conversion Shares if the Automatic Conversion occurs after the record date in respect of any consolidation, reclassification or subdivision as described in Section 3.01(a) above, or after the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is described in Sections

 

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3.01(b)–(d) above, but before the relevant adjustment to the Conversion Price becomes effective under such Section.

SECTION 3.03. Decision of an Independent Financial Advisor. If any doubt shall arise as to whether an adjustment is required to be made to the Conversion Price or as to the appropriate adjustment to the Conversion Price, and following consultation between the Company and an Independent Financial Adviser, a written opinion of such Independent Financial Adviser in respect thereof is delivered, such written opinion shall be conclusive and binding on the Company, the Trustee and the Holders and Beneficial Owners, save in the case of manifest error.

SECTION 3.04. Rounding Down and Notice of Adjustment to the Conversion Price.

(a) On any adjustment to the Conversion Price as provided under this Article III, if the resultant Conversion Price is a number with more decimal places than the initial Conversion Price, that number shall be rounded to the same number of decimal places as the initial Conversion Price. No adjustment shall be made to the Conversion Price where such adjustment (rounded down if applicable) would be less than 1% of the Conversion Price then in effect. Any adjustment not required to be made, and/or any amount by which the Conversion Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made.

(b) Notice of any adjustments to the Conversion Price shall be given by the Company to Holders via each Clearing System (or, if the Securities are definitive Securities, via the Trustee) promptly after the determination thereof.

(c) The Conversion Price shall not in any event be reduced to below the nominal value of the Ordinary Shares.

SECTION 3.05. Qualifying Takeover Event.

(a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall give notice thereof to the Holders and Beneficial Owners of the Securities by means of a Takeover Event Notice.

(b) If the Takeover Event is a Qualifying Takeover Event, the Securities shall, where the Conversion Date falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares of the Approved Entity, mutatis mutandis as provided under Section 2.08 above, at a Conversion Price that shall initially be the New Conversion Price, which may be higher or lower than the Conversion Price and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares.”

(c) The New Conversion Price shall be subject to adjustment in the circumstances provided for under Section 3.01(a) above (if necessary with such modifications and amendments as an Independent Financial Adviser acting in good faith shall determine to be

 

- 38 -


appropriate and references herein to “Conversion Shares” shall be deemed to be references to “Approved Entity Shares”), and the Company shall give notice to the Holders of the Securities of the New Conversion Price and of any such modifications and amendments thereafter.

(d) In the case of a Qualifying Takeover Event:

(i) the Company shall, to the extent permitted by applicable law and regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (including, without limitation supplemental indentures to the Indenture and amendments and modifications to the terms of the Securities and the Indenture) as may be required to ensure that, effective upon the QTE Effective Date, the Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the provisions of Section 2.08 of this Eleventh Supplemental Indenture, at the New Conversion Price and any references to the Conversion Price shall be construed as references to the New Conversion Price; and

(ii) upon the occurrence of a Capital Adequacy Trigger Event where the Conversion Date falls on or after the QTE Effective Date, the Company shall procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 2.08 of this Eleventh Supplemental Indenture.

(e) The Trustee shall be obliged (at the expense of the Company) to concur with the Company in making any such amendments and modifications to the Indenture, and to execute any supplemental indentures to the Indenture in respect thereof, provided that the Trustee shall not be bound to do so if any such amendments or modifications would, in the opinion of the Trustee, have the effect of (i) exposing the Trustee to any liability against which it is not indemnified and/or secured and/or pre-funded to its satisfaction, (ii) changing, increasing or adding to the obligations or duties of the Trustee or (iii) removing or amending any protection or indemnity afforded to, or any other provision in favor of, the Trustee under the Indenture and/or the terms of the Securities.

(f) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental Entity), a Takeover Event is not a Qualifying Takeover Event, there is no provision for any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at all, and Section 2.08 shall apply without any automatic adjustment and “Conversion Shares” will continue to have the meaning set out in Section 1.01.

ARTICLE IV

MISCELLANEOUS PROVISIONS

SECTION 4.01. Effectiveness. This Eleventh Supplemental Indenture shall become effective upon its execution and delivery.

SECTION 4.02. Original Issue. The Securities may, upon execution of this Eleventh Supplemental Indenture, be executed by the Company and delivered by the Company

 

- 39 -


to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Securities as in such Company Order provided.

SECTION 4.03. Ratification and Integral Part. The Base Indenture as supplemented and amended by this Eleventh Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Eleventh Supplemental Indenture shall be deemed an integral part of the Indenture in the manner and to the extent herein and therein provided.

SECTION 4.04. Priority. This Eleventh Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Eleventh Supplemental Indenture shall, with respect to the Securities and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

SECTION 4.05. Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Eleventh Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 4.06. Counterparts. This Eleventh Supplemental Indenture may be executed manually, by facsimile or by electronic signature in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 4.07. Governing Law. This Eleventh Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions set forth in Section 12.01 of the Base Indenture and the waiver of set-off provisions set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law.

 

- 40 -


IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed, all as of the day and year first above written.

 

BARCLAYS PLC
By:   /s/ Stuart Frith
  Name: Stuart Frith
  Title: Director, Capital Markets Execution
THE BANK OF NEW YORK MELLON, as Trustee and Paying Agent
By:   /s/ Ricardo da Rocha
  Name: Ricardo da Rocha
  Title: Authorised Signatory
THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Contingent Capital Security Registrar
By:   /s/ Ricardo da Rocha
  Name: Ricardo da Rocha
  Title: Authorised Signatory

 

[Signature Page to the Eleventh Supplemental Indenture]


Exhibit A

Form of Global Security

THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A COMMON DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH COMMON DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

BY PURCHASING THIS SECURITY, IN THE ABSENCE OF A CHANGE IN LAW OR AN ADMINISTRATIVE OR JUDICIAL RULING TO THE CONTRARY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR ALL U.S. FEDERAL INCOME TAX PURPOSES AS PROVIDED ON THE FACE OF THIS SECURITY.

This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Contingent Capital Securities Indenture, dated as of August 14, 2018 (as heretofore amended and supplemented, the “Base Indenture”), as supplemented and amended by the Eleventh Supplemental Indenture, dated as of May 15, 2024 (the “Eleventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The rights of the Holder and Beneficial Owners of this Security are, to the extent and in the manner set forth in Section 12.01 of the Base Indenture and in the subordination provisions of this Security, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that Section 12.01 and in the subordination provisions of this Security, and the Holder of this Security, by accepting the same, agrees to, and shall be bound by, such provisions. The provisions of Section 12.01 of the Base Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, English law.

The rights of the Holder of this Security are subject to Section 2.08 of the Eleventh Supplemental Indenture. Effective upon, and following, the occurrence of the Automatic Conversion, the Holders and Beneficial Owners of the Securities (and any interest therein) prior to the occurrence of such Automatic Conversion shall not have any rights against the Company with respect to repayment of the principal amount of this Security or payment of interest or any other amount in respect of this Security, which liabilities of the Company shall be irrevocably and automatically released, and accordingly the principal amount of this Security shall equal zero at all times thereafter.

Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities, or the Trustee on behalf of a Holder or Beneficial Owner, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power by the Relevant U.K.

 

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Resolution Authority (as those terms are defined in the Base Indenture) and the provisions set forth in Section 13.01 of the Base Indenture. Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Company shall provide a written notice to the Clearing Systems as soon as practicable regarding such exercise of the U.K. Bail-in Power for purposes of notifying Holders of the Securities of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering any notice referred to in this paragraph shall not affect the validity and enforceability of the U.K. Bail-in Power.

Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities, or the Trustee on behalf of the Holders of the Securities, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by and consents to the determinations made by the Company, the Independent Benchmark Adviser, the Trustee, the Paying Agent, the Calculation Agent or other relevant entities, as applicable, to determine the Subsequent Interest Rate in the event the Company determines that a Benchmark Event has occurred or that there is a Successor Rate, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from Holders and Beneficial Owners of the Securities to implement consequential amendments to the Indenture and other agreements or documents relating to the Securities.

Following the occurrence of a Tax Event or a Regulatory Event, the Company may (without any requirement for the consent or approval of the Holders or the Trustee (but subject to the notice requirements described below)) either substitute all (but not some only) of the Securities for, or vary the terms of the Securities so that they remain or, as appropriate, become, Compliant Securities (as such term is defined in the Eleventh Supplemental Indenture). Upon the expiry of the notice requirements described below, the Company shall either substitute or vary the terms of the Securities and, subject to the conditions as set out below, the Trustee shall agree to such substitution or variation; provided that such substitution or variation shall not itself give rise to a right of the Company to redeem the varied or substituted securities. Any substitution or variation is subject to the Company (i) obtaining the prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in either case if such consent is then required by the Capital Regulations) for such substitution or variation of the Securities and (ii) giving not less than fifteen (15) nor more than sixty (60) days’ prior notice to the Trustee (with a copy to the Paying Agent) and to the Holders, which notice shall be irrevocable, except in the limited circumstances in which a Capital Adequacy Trigger Event and the related Automatic Conversion as described under Section 2.08 of the Eleventh Supplemental Indenture occurs prior to the substitution or variation.

In accordance with Article 14 of the Base Indenture, each Holder and Beneficial Owner that acquires its Securities in the secondary market shall be deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to interest cancellation, Automatic Conversion, the Conversion Shares Offer, the U.K. Bail-in Power and the limitations on remedies specified in this Security and Article V of the Base Indenture.

 

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BARCLAYS PLC

8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

 

No. 00[•]       £[•]
     
      ISIN NO. XS2813323503

BARCLAYS PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay The Bank of New York Mellon Depository (Nominees) Limited, or registered assigns, the principal sum of £[•] ([•] POUNDS STERLING), if and to the extent due, and to pay interest thereon, if any, in accordance with the terms hereof and the Indenture.

The Securities shall have no fixed maturity or fixed redemption date. From (and including) the Issue Date to (but excluding) December 15, 2030, the interest rate on the Securities shall be 8.500% per annum (the “Initial Interest Rate”). From and including December 15, 2030 and each fifth anniversary date thereafter, commencing December 15, 2030 (each such date, a “Reset Date”) to (but excluding) the next following Reset Date (each such period, a “Reset Period”), the applicable per annum interest rate (the “Subsequent Interest Rate”) will, subject to Section 2.02(b) and Section 2.02(d) of the Eleventh Supplemental Indenture, be equal to the sum, as determined by the Calculation Agent, of the applicable Mid-Market Swap Rate on the relevant Reset Determination Date and 4.881% (the “Margin”), converted to a quarterly rate in accordance with market convention as instructed by the Company (rounded to three decimal places, with 0.0005 rounded down). Each Subsequent Interest Rate shall be determined in compliance with the relevant Capital Regulations. Subject to the provisions on the reverse of this Security relating to cancellation and deemed cancellation of interest and to Sections 3.12 and 3.13 of the Base Indenture and to the following sentence, interest, if any, shall be payable in four equal quarterly installments in arrear on March 15, June 15, September 15 and December 15 of each year (each, an “Interest Payment Date”). The first date on which interest may be paid will be September 15, 2024 for the period commencing on (and including) May 15, 2024 and ending (but excluding) September 15, 2024 (and thus a long first interest period). If a date of redemption is not a Business Day, the Company may pay interest (if any) and principal on the next Business Day, but interest on that payment will not accrue during the period from and after the date of redemption.

“Five-year Mid-Market Swap Rate Quotations” means, for any Reset Period, the arithmetic mean of the bid and offered rates for the annual fixed leg (calculated on an Actual/365 (Fixed) day count basis) of a fixed-for-floating sterling 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 the overnight SONIA rate compounded for 12-months (calculated on an Actual/365 (Fixed) day count basis).

Mid-Market Swap Rate” means, in relation to a Reset Date and the related Reset

 

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Determination Date:

 

  (i)

the annual sterling mid-market swap rate with a term of five years where the floating leg pays daily compounded SONIA annually, which is calculated and published by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) and appearing on the Bloomberg screen page BPISDS05 (or such other page as may replace such page on Bloomberg, or such other information service as may be nominated or authorized by the person providing or sponsoring the information appearing on such page for purposes of displaying comparable rates) (the “Relevant Screen Page”) at approximately 11.00 a.m. (London time) on the relevant Reset Determination Date, as determined by the Calculation Agent; and

 

  (ii)

if the Relevant Screen Page is not available or such swap rate does not appear on the Relevant Screen Page at such time on such Reset Determination Date, (in circumstances other than those in which the Company has determined that a Benchmark Event has occurred or that there is a Successor Rate), then the Mid-Market Swap Rate shall be the Reset Reference Bank Rate on such Reset Determination Date.

Reference Banks” means four major banks in the sterling swap, money, securities or other market most closely connected with the relevant Mid-Market Swap Rate, as selected by the Company on the advice of an investment bank of international repute.

Reset Reference Bank Rate” means, in relation to a Reset Date and the related Reset Determination Date, the percentage rate determined by the Calculation Agent on the basis of the Five-year Mid-Market Swap Rate Quotations provided by each of the Reference Banks at approximately 11:00 a.m. (London time) on the relevant Reset Determination Date (or thereafter on such date), rounded, if necessary, to the nearest 0.001 per cent. (with 0.0005 per cent. being rounded upwards). If at least three Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest). If only two Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be the arithmetic mean of such Five-year Mid-Market Swap Rate Quotations. If only one Five-year Mid-Market Swap Rate Quotation is provided, the Reset Reference Bank Rate will be the quotation provided. If no Five-year Mid-Market Swap Rate Quotations are provided, the Reset Reference Bank Rate will be (i) in respect of the Reset Reference Bank Rate determined in respect of the Reset Date falling on December 15, 2030, 3.997 per cent. per annum or (ii) in respect of the Reset Reference Bank Rate determined in respect of any Reset Date other than December 15, 2030, the Mid-Market Swap Rate in respect of the immediately preceding Reset Date.

In addition to and notwithstanding the provisions above, if the Company determines that a Benchmark Event has occurred or that there is a Successor Rate, in either case when any Subsequent Interest Rate (or the relevant component part thereof) remains to be determined by reference to the Reference Rate, then the Company may elect (acting in good faith

 

A-4


and in a commercially reasonable manner) to apply the following provisions:

 

  (i)

the Company shall use reasonable endeavors to appoint, as soon as reasonably practicable, an Independent Benchmark Adviser to determine (acting in good faith and in a commercially reasonable manner), no later than five (5) Business Days prior to the relevant Reset Determination Date relating to the next succeeding Reset Period (the “IA Determination Cut-off Date”), a Successor Rate or, alternatively, if the Independent Benchmark Adviser determines that there is no Successor Rate, an Alternative Reference Rate for purposes of determining the Subsequent Interest Rate (or the relevant component part thereof) applicable to the Securities;

 

  (ii)

if the Company is unable to appoint an Independent Benchmark Adviser, or the Independent Benchmark Adviser appointed by it fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, the Company (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate or, if the Company determines that there is no Successor Rate, an Alternative Reference Rate;

 

  (iii)

if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) is determined in accordance with the preceding provisions, such Successor Rate or, failing which, an Alternative Reference Rate (as applicable) shall be used in place of the Reference Rate as a component part for determining the relevant Mid-Market Swap Rate in respect of each of the future Reset Periods (subject to the subsequent operation of, and to adjustment as provided in, paragraphs (i) to (vi) herein); provided, however, that if sub-paragraph (ii) applies and the Company is unable to or does not determine a Successor Rate or an Alternative Reference Rate prior to the relevant Reset Determination Date, the Subsequent Interest Rate applicable to the next succeeding Reset Period shall be equal to the Subsequent Interest Rate last determined in relation to the Securities in respect of the preceding Reset Period (or alternatively, in the case of the first Reset Period, the rate of interest shall be the Initial Interest Rate); for the avoidance of doubt, the proviso in this sub-paragraph (iii) shall apply to the relevant Reset Period only and any subsequent Reset Periods are subject to the subsequent operation of, and to adjustment as provided in paragraphs (i) to (vi) herein;

 

  (iv)

if the Independent Benchmark Adviser (in consultation with the Company) or (if the Company is unable to appoint an Independent Benchmark Adviser, or the Independent Benchmark Adviser appointed by it fails to determine whether an Adjustment Spread should be applied) the Company (acting in good faith and in a commercially reasonable manner) determines that an Adjustment Spread should be applied to the relevant Successor Rate or the relevant Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Rate or Alternative Reference Rate (as applicable). If the Independent Benchmark Adviser or the Company (as applicable) is unable to determine, prior to the Reset Determination Date relating to the next succeeding Reset Period, the quantum of, or a formula or methodology for determining, such

 

A-5


  Adjustment Spread, then such Successor Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread;

 

  (v)

if the Independent Benchmark Adviser or the Company determines a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) and, in each case, any Adjustment Spread in accordance with the above provisions, the Independent Benchmark Adviser or the Company (as applicable), may also specify changes to the terms of the Securities, including but not limited to the Day Count Fraction, business day convention, Relevant Screen Page, Reset Determination Date and/or the definitions of the relevant Reference Rate, Mid-Market Swap Rate and/or business day applicable to the Securities, and the method for determining the fallback rate in relation to the Securities, in order to follow market practice in relation to the Successor Rate, the Alternative Reference Rate (as applicable) and/or the Adjustment Spread. For the avoidance of doubt, the Trustee, the Paying Agent and the Calculation Agent shall, at the direction and expense of the Company, effect such consequential amendments to the Indenture and other agreements or documents as may be required in order to give effect to paragraphs (i) to (vi) herein; provided, however, that none of the Trustee, the Paying Agent or the Calculation Agent shall be obligated to effect any such amendment which affects its own rights, duties or immunities under the Indenture, any paying agency agreement, any calculation agency agreement or otherwise. The consent of the holders of the Securities shall not be required in connection with implementing the Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread or such other changes, including for the execution of any documents, amendments or other steps by the Trustee, the Paying Agent or the Calculation Agent (if required); and

 

  (vi)

the Company shall promptly, following the determination of any Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread, give notice thereof to the Trustee, the Paying Agent, the Calculation Agent and the Holders of the Securities, which shall specify the effective date(s) for such Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread and any consequential changes made to the terms of the Securities and the Indenture,

provided that the determination of any Successor Rate or Alternative Reference Rate or Adjustment Spread, and any other related changes to the Securities, shall be made in accordance with the relevant Capital Regulations (if applicable) and shall not prejudice the then current capital or eligible liabilities qualification of the Securities, as applicable, in each case for the purposes of and in accordance with the Capital Regulations. None of the Trustee, the Paying Agent, any other paying agent or the Calculation Agent shall have any duty to determine whether a Benchmark Event has occurred or that there is a Successor Rate.

If any Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay.

 

A-6


Subject to Sections 3.12 and 3.13 of the Base Indenture, interest on the Securities, if any, will be computed and payable as follows:

(a) if the Calculation Period is equal to or shorter than the Regular Period during which it falls, interest on the Securities, if any, will be computed and payable on the basis of the number of days in the Calculation Period, divided by the product of (1) the number of days in the Regular Period in which the Calculation Period falls and (2) four; or

(b) if the Calculation Period is longer than one Regular Period, interest on the Securities, if any, will be computed and payable on the basis of the sum of: (A) the number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the number of days in such Regular Period and (2) four; and (B) the number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the number of days in such Regular Period and (2) four.

The interest, if any, so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the close of business on the Business Day immediately preceding each Interest Payment Date (whether or not a Business Day).

In addition to any other restrictions on payments of principal and interest contained in the Indenture, no repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company.

Interest on the Securities shall be due and payable only at the sole discretion of the Company, and the Company 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 Company does not make an interest payment in respect of the Securities on the relevant Interest Payment Date (or if the Company elects to make a payment of a portion, but not all, of such interest payment), such non-payment shall evidence the Company’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. If the Company provides notice to cancel a portion, but not all, of an interest payment in respect of the Securities, and the Company subsequently does not make a payment of the remaining portion of such interest payment on the relevant Interest Payment Date, such non-payment shall evidence the Company’s exercise of its discretion to cancel such remaining portion of such interest payment, and accordingly such remaining portion of the interest payment shall also not be due and payable.

Interest shall only be due and payable on an Interest Payment Date to the extent it is not cancelled or deemed cancelled (in each case, in whole or in part) in accordance with the terms of this Security, and any interest cancelled or deemed cancelled (in each case, in whole or in part) pursuant to this Security shall not be due and shall not accumulate or be payable at any

 

A-7


time thereafter, and Holders and Beneficial Owners 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.

Without limitation on the foregoing paragraph and subject to the extent permitted by the following sentence in respect of partial interest payments in respect of the Securities, the Company shall not make an interest payment in respect of 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 either (a) the Company 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 Company 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 plus (ii) all distributions or interest payments payable by the Company (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 is not satisfied in respect of such interest payment. The Company may, in its sole discretion, elect to make a partial interest payment in respect of the Securities on any Interest Payment Date, only to the extent that such partial interest payment may be made without breaching the restrictions of this paragraph. Any interest cancelled pursuant to this paragraph shall be “deemed cancelled” under the terms of this Security and the Indenture and shall not be due and payable. Neither the Trustee nor any agent of the Trustee shall be required to monitor compliance with the restriction on interest payments contained in this paragraph or to perform any calculations in connection therewith.

By subscribing for, purchasing or other acquiring the Securities, each Holder and each Beneficial Owner shall be deemed to have contracted and agreed that (i) interest is payable solely at the discretion of the Company, 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 the Company at the Company’s sole discretion and/or (y) deemed cancelled (in whole or in part) as a result of the Company’s having insufficient Distributable Items or failing to satisfy the Solvency Condition; and (ii) 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 or the Indenture. Interest on the Securities shall only be due and payable on an interest payment date to the extent it is not cancelled or deemed cancelled under the terms of this Security and Sections 3.12 and 3.13 of the Base Indenture. Any interest cancelled or deemed cancelled (in each case, in whole or in part) in the circumstances described in this Security shall not be due and shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners 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 of interest in respect of the Securities.

Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the United Kingdom as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Base Indenture to the Holder or Holders of this Security. Initially, the Paying Agent for the Securities shall be The Bank of New York Mellon, London

 

A-8


Branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, and the Contingent Capital Security Registrar shall be The Bank of New York Mellon SA/NV, Luxembourg Branch, 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, L-2453, Luxembourg. The Company may change the Paying Agent or the Contingent Capital Security Registrar without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Contingent Capital Security Registrar. Payments of principal of and interest on the Securities shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent.

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture, as defined herein.

THIS SECURITY IS NOT A DEPOSIT LIABILITY OF BARCLAYS PLC AND IS NOT COVERED BY THE UNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME OR INSURED BY THE UNITED STATES 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.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual, facsimile or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

By purchasing this Security, the Holder of this Security agrees (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary) to treat this Security as equity of the Company for U.S. federal income tax purposes.

 

A-9


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Date:     BARCLAYS PLC
    By:    
      Name:
      Title:
    By:    
      Name:
      Title:

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein referred to in the Indenture.

 

Date:     THE BANK OF NEW YORK MELLON, as Trustee
    By:    
      Authorized Signatory

[Signature Page to Global Security]

 

A-10


(Reverse of Security)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Contingent Capital Securities Indenture, dated as of August 14, 2018 (as heretofore amended and supplemented, the “Base Indenture”), among the Company, The Bank of New York Mellon, London Branch, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as contingent capital security registrar, as supplemented and amended by the Eleventh Supplemental Indenture, dated as of May 15, 2024 (the “Eleventh Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security. All terms used in this Security that are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of £1,250,000,000, which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” mean the series designated on the face hereof.

Any amounts to be paid by the Company on the Securities shall be made without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or assessed by, or on behalf of, the United Kingdom or any political subdivision of the United Kingdom or authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company shall, subject to the exceptions and limitations set forth in Section 10.04 of the Base Indenture and Section 12.01 of the Base Indenture, pay such additional amounts of, or in respect of, any interest (but not principal or any premium) on the Securities (“Additional Amounts”) as may be necessary in order that the net amounts in respect of interest paid to the Holders of the Securities, after such deduction or withholding, shall equal the amounts in respect of interest that would have been payable in respect of such Securities had no such deduction or withholding been required.

Any amounts to be paid by the Company or the Paying Agent on the Securities shall be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and neither the Company nor the Paying Agent shall be required to

 

A-11


pay Additional Amounts on account of any FATCA Withholding Tax.

Any Paying Agent shall be entitled to make a deduction or withholding from any payment which it makes under the Securities and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. However, such deduction or withholding will not apply to payments made under the Securities and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent as described in this paragraph will be treated as paid to the Holder of the Securities, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions in this paragraph explicitly provide otherwise. The restrictions on interest payments described on the face of this Security apply to any Additional Amounts mutatis mutandis.

The Company agrees, to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest on the Securities.

Subject to the limitations specified below, the Company may, at the Company’s option, redeem the Securities, in whole but not in part, on any day falling in the period commencing on (and including) June 15, 2030 and ending on (and including) the first Reset Date or on any day falling in the period commencing on (and including) the date that is six months before any subsequent Reset Date and ending on (and including) such Reset Date at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled as specified below) to (but excluding) the date fixed for redemption.

Subject to the limitations specified below, the Company may also, at any time, at the Company’s option, redeem the Securities, in whole but not in part pursuant to Section 2.05 of the Eleventh Supplemental Indenture and/or Section 11.12 of the Base Indenture.

Subject to the limitations specified below, if, at any time from the fifth anniversary of the Issue Date (unless otherwise permitted by the PRA), the outstanding aggregate principal amount of the Securities is 25% or less of the aggregate principal amount of the Securities originally issued (and, for these purposes, any additional securities issued as set out under Section 2.01(c) of the Eleventh Supplemental Indenture shall be deemed to have been originally issued), the Company may redeem all (but not some only) of the Outstanding Securities 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 specified below) to (but excluding) the date fixed for redemption.

Any interest payments that have been cancelled or deemed cancelled pursuant to the terms of this Security and the Indenture shall not be payable if the Securities are redeemed

 

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pursuant to any of the three preceding paragraphs.

Before the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption, the Company shall deliver prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities pursuant to Section 2.07 of the Eleventh Supplemental Indenture.

Notwithstanding any other provision of this Security or the Eleventh Supplemental Indenture, the Company may redeem the Securities at the Company’s option only subject to the limitations specified in Section 11.08 and Section 11.13 of the Base Indenture.

Subject to Sections 11.10 and 11.13 of the Base Indenture, the Company or any member of the Group may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or otherwise in accordance with the Capital Regulations, and subject to the prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in either case if such consent is then required by the Capital Regulations) and to applicable law and regulation.

An Automatic Conversion shall occur without delay upon the occurrence of a Capital Adequacy Trigger Event as set forth in Section 2.08 of the Eleventh Supplemental Indenture.

The Conversion Price shall be subject to adjustment as provided in Article III of the Eleventh Supplemental Indenture.

The Company may, in its sole and absolute discretion, following the occurrence of an Automatic Conversion and no later than 10 (ten) Business Days following the Conversion Date, elect that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Company’s ordinary shareholders at a cash price per Conversion Share equal to the Conversion Price, as set forth in and subject to the provisions of Section 2.10 of the Eleventh Supplemental Indenture.

This Security is subject to the provisions regarding the U.K. Bail-in Power Acknowledgement set forth in Section 13.01 of the Base Indenture.

This Security is subject to the substitution and variation provisions set forth in Section 2.18 of the Eleventh Supplemental Indenture.

If a Winding-Up Event occurs before the occurrence of a Capital Adequacy Trigger Event, subject to the subordination provisions of Section 12.01 of the Base Indenture, the outstanding principal amount of this Security shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other Person.

A “Winding-Up Event” shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding-up of the Company which is not successfully appealed within thirty (30) days of the making of such order, (ii) the Shareholders of the Company adopt an effective resolution for the winding-up of the Company (other than, in the case of either (i) or (ii) above, under or in

 

A-13


connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency) or (iii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend.

If the Company fails to pay any amount that has become due and payable under this Security and such failure continues for fourteen (14) days, the Trustee may provide a written notice of such failure to the Company. If within a period of fourteen (14) days following the provision of such notice, the failure continues and has not been cured nor waived (a “Non-Payment Event”), the Trustee may, at its discretion, and without further notice to the Company, institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company and/or prove in a winding-up of the Company and/or claim in a liquidation or administration of the Company. For the avoidance of doubt, if, pursuant to this Security and Sections 3.12 and 3.13 of the Base Indenture, the Company cancels any interest payment on any Interest Payment Date or if such interest payment is deemed cancelled (in each case, in whole or in part), then such interest payment shall not be due and payable in respect of such Interest Payment Date, and no Non-Payment Event under the Securities will occur or be deemed to have occurred as a result of such cancellation or deemed cancellation (in each case, in whole or in part).

In addition to the remedies for a Non-Payment Event provided in the paragraph above, the Trustee, may without further notice, institute such proceedings against the Company as the Trustee may deem fit to enforce any term, obligation or condition binding upon the Company under the Securities or the Indenture (other than any payment obligation of the Company under or arising from the Securities or the Indenture, including, without limitation, payment of any principal or interest) (such obligation, a “Performance Obligation”), provided always that the Trustee (acting on behalf of the Holders and Beneficial Owners of the Securities) and the Holders and Beneficial Owners of the Securities may not enforce, and may not be entitled to enforce or otherwise claim, against the Company any judgment or other award given in such proceedings that requires the payment of money by the Company, whether by way of damages or otherwise (a “Monetary Judgment”), except by proving such Monetary Judgment in a winding-up of the Company and/or by claiming such Monetary Judgment in an administration of the Company. For the avoidance of doubt, the sole and exclusive manner by which the Trustee (acting on behalf of the Holders and Beneficial Owners of the Securities) and the Holders and Beneficial Owners of the Securities may seek to enforce or otherwise claim a Monetary Judgment against the Company in connection with the Company’s breach of a Performance Obligation shall be by proving such Monetary Judgment in a winding-up of the Company and/or by claiming such Monetary Judgment in an administration of the Company. By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities acknowledges and agrees that such Holder and Beneficial Owner shall not seek to enforce or otherwise claim, and will not direct the Trustee (acting on behalf of the Holders and Beneficial Owners of the Securities) to enforce or otherwise claim, a Monetary Judgment against the Company in connection with the Company’s breach of a Performance Obligation, except by proving such Monetary Judgment in a winding-up of the Company and/or by claiming such Monetary Judgment in an administration of the Company.

Other than the limited remedies specified in this Security and Article V of the Base Indenture, and subject to the second paragraph below, no remedy against the Company

 

A-14


shall be available to the Trustee (acting on behalf of the Holders and Beneficial Owners of the Securities) and to the Holders and Beneficial Owners, whether for the recovery of amounts owing in respect of the Securities or under the Indenture, or in respect of any breach by the Company of any of the Company’s obligations under or in respect of the terms of such Securities or under the Indenture in relation thereto; provided, however, that the Company’s obligations to the Trustee under Section 6.07 of the Base Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to Section 5.07 of the Base Indenture expressly survive any such Default and are not subject to the subordination provisions of Section 12.01 of the Base Indenture.

In the case of a Default under this Security, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. A “Default” shall occur upon (i) the occurrence of a Winding-Up Event that occurs before the occurrence of a Capital Adequacy Trigger Event or (ii) the occurrence of a Non-Payment Event or (iii) a breach by the Company of a Performance Obligation.

Notwithstanding the limitations on remedies specified in this Security and under Article V of the Base Indenture, (1) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial Owners of the Securities under the provisions of the Indenture, and (2) nothing shall impair the right of a Holder or Beneficial Owner of the Securities under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid with respect to the Securities; provided that, in the case of (1) and (2) above, any payments in respect of, or arising from, the Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Securities, shall be subject to the subordination provisions set forth in Section 12.01 of the Base Indenture. Subject to the provisions of the Trust Indenture Act, no Holder shall be entitled to proceed directly against the Company except as set forth in Section 5.08 of the Base Indenture.

The Securities shall constitute the Company’s direct, unsecured and subordinated obligations, ranking pari passu without any preference among themselves. In the event of a winding up or administration of the Company, the rights and claims of the Holders and Beneficial Owners of the Securities in respect of or arising from the Securities (including any damages (if payable)) shall 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 Company (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 Company, 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 prior to the date on which a Capital Adequacy Trigger Event occurs, there shall be payable by the Company in respect of each Security (in lieu of any other payment by the Company), 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 Company, 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 Company that has a preferential right to a return

 

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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 Company, 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, was an amount equal to the principal amount of the relevant Security, together with any damages (if payable), 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 prior to the Conversion Date, then for purposes of determining the claim of a Holder of the Securities in such winding-up or such administration, the Conversion Date in respect of an Automatic Conversion shall be deemed to have occurred immediately prior to the occurrence of such events specified in (a) or (b) above. Other than in the event of a winding-up or administration of the Company as described in this paragraph, payments in respect of or arising from the Securities shall be conditional (i) upon the Company’s being solvent at the time of payment by the Company, and (ii) in that no sum in respect of or arising from the Securities may fall due and be paid except to the extent that the Company could make such payment and still be solvent immediately thereafter (such condition referred to herein as the “Solvency Condition”). For purposes of determining whether the Solvency Condition is met, the Company shall be considered to be solvent at a particular point in time if (x) it is able to pay its debts owed to Senior Creditors as they fall due and (y) the Balance Sheet Condition has been met. An Officer’s Certificate executed in accordance with the Indenture as to the Company’s solvency at any particular point in time shall be treated by the Company, the Trustee, the Holders, the Beneficial Owners and all other interested parties as correct and sufficient evidence thereof. “Senior Creditors” means creditors of the Company (aa) who are unsubordinated creditors; (bb) whose claims are, or are expressed to be, subordinated (whether only in the event of the winding-up or administration of the Company or otherwise) to the claims of unsubordinated creditors of the Company but not further or otherwise; (cc) who are creditors in respect of any secondary non-preferential debt (“secondary non-preferential debts” shall have the meaning given to it in the U.K. Insolvency Act 1986, as amended or replaced from time to time); or (dd) whose claims are, or are expressed to be, junior to the claims of other creditors of the Company, 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 Company 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 Company may be organized) in determining whether the Company 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 Company may be organized). Any payment of interest not due by reason of the provisions contained in this paragraph shall be deemed canceled pursuant to the terms of this Security and Section 3.13 of the Base Indenture.

Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, counterclaim, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities (or any beneficial interest therein), be deemed, to the fullest extent permitted under applicable law, to have waived all such rights of

 

A-16


set-off, compensation, counterclaim, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, counterclaim, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, counterclaim, retention and netting.

The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a specified majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of security or indemnity, and, in the case of a proceeding in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company, such proceeding is in the name and on behalf of the Trustee to the same extent (but no further or otherwise) as the Trustee would have been entitled so to do.

Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security.

 

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As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Contingent Capital Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Capital Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of £200,000 and increments of £1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The denomination of each interest in this Security shall be the “Tradable Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in this Security shall equal this Security’s outstanding principal amount. Following an Automatic Conversion, the principal amount of this Security shall equal zero, but the Tradable Amount of the book-entry interests in this Security shall remain unchanged as a result of the Automatic Conversion.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, which are governed by, and construed in accordance with, English law.

 

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Exhibit B

Form of Automatic Conversion Notice1

NOTICE TO CLEARSTREAM, LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS

[Barclays Letterhead]

 

  To:

[Clearstream Luxembourg / Euroclear Contact Information]

  Cc:

[The Bank of New York Mellon,

London Branch, as Trustee

Merck House, Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Tel: 01202 689978]

Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event

This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024 supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and Beneficial Owners of the Securities that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s Fully Loaded CET1 Ratio as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the Capital Regulations applicable to the Group on such date, was less than 7.00%.

 

 

1

Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to changes in the Clearing Systems’ (or successor clearing system) policies and procedures.

 

B-1


Upon the occurrence of the Capital Adequacy Trigger Event, the terms of the Securities provide for an Automatic Conversion of the Securities on the Conversion Date, which [was] [is expected to be] [Date], based on the Conversion Price, which is [Price]. 2 Upon the Automatic Conversion, all of Barclays PLC’s obligations under the Securities (other than with respect to the CSO Obligations, if any) shall be irrevocably and automatically released in consideration of Barclays PLC’s issuance of ordinary shares of Barclays PLC (the “Conversion Shares”) to the Conversion Shares Depository (or other relevant recipient). However, the terms of the Securities provide that the Securities shall remain in existence until the applicable Settlement Date for the sole purpose of evidencing (a) a right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository and (b) the Company’s CSO Obligations, if any.

In addition, the terms of the Securities provide that Barclays PLC may, in its sole and absolute discretion, elect that a Conversion Shares Offer be conducted, no later than ten (10) Business Days of the Conversion Date. Barclays PLC will deliver to each of the Clearing Systems, the Holders and the Beneficial Owners a Conversion Shares Offer Notice specifying, among other things, whether or not Barclays PLC has elected that a Conversion Shares Offer be conducted and the Suspension Date. The Securities may continue to trade until the Suspension Date.

Accordingly, Barclays PLC hereby instructs each of the Clearing Systems to indicate to all participants that payments of principal and interest are no longer payable under the Securities as of the Conversion Date and that the Securities will have no further entitlement to interest or principal as of such date by making a note to that effect in its systems.

Should the Clearing Systems, any Holder or any Beneficial Owner of the Securities have any inquiries, please contact:

[Barclays Contact Person]

[Telephone]

[Fax]

[Email]

 

 

2

Note: To be completed with the Conversion Date and Conversion Price.

 

B-2


Exhibit C

Form of Capital Adequacy Trigger Event Officers’ Certificate

BARCLAYS PLC

Capital Adequacy Trigger Event Officers’ Certificate

This Capital Adequacy Trigger Event Officers’ Certificate is being delivered in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture (the “Base Indenture”), dated August 14, 2018, as amended and supplemented from time to time, among the Company, The Bank of New York Mellon, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (the “Eleventh Supplemental Indenture”), and pursuant to the prospectus supplement dated May 8, 2024, supplementing the prospectus dated March 1, 2024 (the “Prospectus”).

Pursuant to Section 1.02 of the Base Indenture and Section 2.08 of the Eleventh Supplemental Indenture, the undersigned, being authorized signatories of the Company and authorized by the Company to give this certificate, each hereby certify as follows:

 

(a)

I have read the provisions of the Base Indenture and those of the Eleventh Supplemental Indenture, setting forth certain provisions in respect of the occurrence of a Capital Adequacy Trigger Event (as defined in the Eleventh Supplemental Indenture), including Section 2.08 of the Eleventh Supplemental Indenture, and the definitions relating thereto;

 

(b)

I have reviewed such corporate records and such other documents as I have deemed necessary as a basis for the opinion hereinafter expressed;

 

(c)

I have also made such other examinations and investigations as I have deemed necessary to enable me to express an informed opinion as to the matters set forth in (d) below; and

 

(d)

a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the Group’s (as defined in the Eleventh Supplemental Indenture) Fully Loaded CET1 Ratio (as defined in the Eleventh Supplemental Indenture) as of [Date], as determined by Barclays PLC on a consolidated basis in accordance with the capital adequacy standards and guidelines of the Prudential Regulation Authority of the United Kingdom (or such other governmental authority having primary responsibility for the prudential supervision of Barclays PLC) on such date, was less than 7.00%.

Concurrently with the delivery of this Capital Adequacy Trigger Event Officers’ Certificate, the Company is delivering to Clearstream, Luxembourg and Euroclear (the “Clearing Systems”) an Automatic Conversion Notice (as defined in the Eleventh Supplemental Indenture) as a notice to

 

C-1


the Clearing Systems and for publication as a notice to Holders (as defined in the Base Indenture) and Beneficial Owners (as defined in the Base Indenture) in the form set forth in Exhibit B to the Eleventh Supplemental Indenture.

The Trustee is entitled to conclusively rely on and accept this Capital Adequacy Trigger Event Officers’ Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of the Capital Adequacy Trigger Event, and this Capital Adequacy Trigger Event Officers’ Certificate shall be conclusive and binding on the Trustee and the Holders (as defined in the Base Indenture) and Beneficial Owners (as defined in the Base Indenture).

Dated:

 

BARCLAYS PLC
By:  

 

  Name:
  Title:
By:  

 

  Name:
  Title:

 

C-2


Exhibit D

Form of Conversion Shares Offer Notice3

NOTICE TO CLEARSTREAM LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS

[Barclays Letterhead]

 

  To:

[Clearstream Luxembourg / Euroclear Contact Information]

  Cc:

[The Bank of New York Mellon,

London Branch, as Trustee

Merck House, Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Tel: 01202 689978]

Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners of [Election to Conduct a Conversion Shares Offer][Election Not to Conduct a Conversion Shares Offer]

This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024, supplementing the prospectus dated March 1, 2024, (the “Prospectus”). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

Barclays PLC hereby notifies Clearstream, Luxembourg and Euroclear (the “Clearing Systems”), the Holders and the Beneficial Owners of the Securities that it has elected that a Conversion Shares Offer [not] be conducted. [The Conversion Shares Offer Period will extend from the date of this notice until [Date]4. [Conversion Shares Depository] has been appointed as Conversion

 

 

3

Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to changes in the Clearing Systems’ (or successor clearing system) policies and procedures.

4

Note: Insert the date that the Conversion Shares Offer expires, which shall be no later than forty (40) business days after the delivery of this Conversion Shares Offer Notice.

 

D-1


Shares Depository for the Conversion Shares Offer.]5

In addition, Barclays PLC hereby notifies each of the Clearing Systems, the Holders and the Beneficial Owners of the Securities that the Suspension Date shall be [Date].6 Accordingly, Barclays PLC hereby instructs each of the Clearing Systems to implement a “chill” on the clearance and settlement of the Securities on the Suspension Date. As described in the Prospectus, Holders and Beneficial Owners will not be able to settle the transfer of any Securities through the Clearing Systems following the Suspension Date, and any sale or other transfer of the Securities that a Holder or Beneficial Owner may have initiated prior to the commencement to the Suspension Date that is scheduled to settle after the Suspension Date will be rejected by the Clearing Systems and will not be settled within the Clearing Systems.

Should the Clearing Systems, any Holder or any Beneficial Owner of the Securities have any inquiries, please contact:

[Barclays Contact Person]

[Telephone]

[Fax]

[Email]

 

 

5

Note: If Barclays PLC has been unable to appoint a Conversion Shares Depository (or other nominee), it shall also include in this notice such other arrangements for the issuance and/or delivery of the Conversion Shares or the Conversion Shares Offer Consideration, as applicable, to the holders of the Securities as it has put in place.

6

Note: Insert the Suspension Date, which is the date on which the Clearing Systems shall suspend all clearance and settlement of the Securities, which date shall be no later than thirty-eight (38) business days after the delivery of the Conversion Shares Offer Notice to the Clearing Systems and at least two (2) business days prior to the end of the Conversion Shares Offer Period, if any.

 

D-2


Exhibit E

Form of Conversion Shares Settlement Request Notice7

NOTICE TO CLEARSTREAM LUXEMBOURG AND EUROCLEAR, THE TRUSTEE AND FOR PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS

[Barclays Letterhead]

 

  To:

[Clearstream Luxembourg / Euroclear Contact Information]

  Cc:

[The Bank of New York Mellon,

London Branch, as Trustee

Merck House, Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Tel: 01202 689978]

Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Notice to Clearstream, Luxembourg and Euroclear, Holders and Beneficial Owners Requesting that Holders and Beneficial Owners Complete a Conversion Shares Settlement Notice

This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024, supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

Barclays PLC hereby requests that Holders and Beneficial Owners of the Securities provide notice to [Name of Conversion Shares Depository (or other nominee)], as [Conversion Shares Depository]8, and the Trustee in the form provided in Appendix A before [Date]9 (the “Notice

 

 

7

Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to changes in the Clearing Systems’ (or successor clearing system) policies and procedures.

8

Note: If Barclays PLC has been unable to appoint a Conversion Shares Depository, this should refer to the entity undertaking its functions.

9

Note: The Notice-Cut-off Date must be at least forty (40) business days following the Suspension Date.

 

E-1


Cut-off Date”).

If a Holder or Beneficial Owner of the Securities properly completes and delivers a Conversion Shares Settlement Notice on or before the Notice Cut-off Date, the Conversion Shares Depository shall, in accordance with the terms of the Eleventh Supplemental Indenture, deliver to such Holder or Beneficial Owner the relevant Conversion Shares (rounded down to the nearest whole number of Conversion Shares) or Conversion Shares Offer Consideration, as applicable, two (2) Business Days after the date on which the Conversion Shares Settlement Notice is received by the Conversion Shares Depository.

If a Holder or Beneficial Owner of the Securities fails to properly complete and deliver a Conversion Shares Settlement Notice before the Notice Cut-off Date, the Conversion Shares Depository shall continue to hold the relevant Conversion Shares (or Conversion Shares Component, if applicable). However, the relevant Securities shall be cancelled on the Final Cancellation Date, which shall be [Date],10 and any Holder or Beneficial Owner delivering a Conversion Shares Settlement Notice after the Notice Cut-off Date will have to provide evidence of its entitlement to the relevant Conversion Shares (or the relevant Conversion Shares Component, if applicable) satisfactory to the [Conversion Shares Depository] in its sole and absolute discretion in order to receive delivery of such Conversion Shares (or the relevant Conversion Shares Component, if applicable).

Should the Clearing Systems, any Holder or any Beneficial Owner of the Securities have any inquiries, please contact:

[Barclays Contact Person]

[Telephone]

[Fax]

[Email]

 

 

10

Note: The Final Cancellation Date may be up to twelve (12) business days following the Notice Cut-Off Date.

 

E-2


Appendix A

Form of Conversion Shares Settlement Notice11

NOTICE TO THE [CONVERSION SHARES DEPOSITORY AND] CLEARSTREAM LUXEMBOURG AND EUROCLEAR

 

To:

   [Clearstream Luxembourg / Euroclear    [Contact details of [Conversion Shares
   Contact Information]    Depository] to be included.]

Cc:

   [The Bank of New York Mellon,   
   London Branch, as Trustee,   
   Merck House, Seldown   
   Poole, Dorset BH15 1PX   
   United Kingdom   
   Attn: International Corporate Trust Services   
   Email: corpsov2@bnymellon.com   
   Tel: 01202 689978]   

Re: Barclays PLC £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) – Conversion Shares Settlement Notice to the [Conversion Shares Depository and] Clearstream, Luxembourg and Euroclear

This notice is in relation to Barclays PLC’s (the “Company”) £1,250,000,000 8.500% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (ISIN: XS2813323503) issued on May 15, 2024 (the “Securities”) pursuant to the Contingent Capital Securities Indenture, dated August 14, 2018, as amended and supplemented from time to time, among Barclays PLC, The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”) and Paying Agent (the “Paying Agent”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”), as further supplemented and amended by the Eleventh Supplemental Indenture, dated May 15, 2024, among the Company, the Trustee, the Paying Agent and the Registrar (together, the “Indenture”), and pursuant to the prospectus supplement dated May 8, 2024, supplementing the prospectus dated March 1, 2024. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

 

 

11

Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to changes in the Clearing Systems’ and CREST (or successor clearing system) policies and procedures.

 

E-3


INFORMATION OF THE HOLDER OR BENEFICIAL OWNER FOR DELIVERY OF CONVERSION SHARES OR CONVERSION SHARES OFFER CONSIDERATION
Surname/Company Name    First name
Name to be entered in Barclays PLC’s share register
Tradable Amount of the Securities held on the date hereof
CREST participant ID    CREST member account (if applicable)
Cash account details (if applicable)
[Account details of clearing system account]12
[Address to which any Conversion Shares should be delivered]13

YOU MUST DELIVER THE CONVERSION SHARES SETTLEMENT NOTICE TO THE CONVERSION SHARES DEPOSITORY AND THE TRUSTEE VIA CLEARSTREAM LUXEMBOURG AND EUROCLEAR BEFORE [DATE].14

If you fail to properly complete and deliver the Conversion Shares Settlement Notice on or before the Notice Cut-off Date, the Conversion Shares Depository shall continue to hold your Conversion Shares (or Conversion Shares Component, if applicable). However, your Securities shall be cancelled on the Final Cancellation Date, which shall be [Date],15 and you will have to provide evidence of your entitlement to the relevant Conversion Shares (or the relevant Conversion Shares Component, if applicable) satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Conversion Shares (or Conversion Shares Component, if any, of any Conversion Shares Offer Consideration).

 

12

Note: To be included if the Conversion Shares will be delivered through a clearing system account other than CREST.

13

Note: To be included if the Conversion Shares are not a participating security in CREST or any another clearing system.

14

Note: The Notice Cut-off Date must be at least forty (40) business days following the Suspension Date.

15

Note: The Final Cancellation Date may be up to twelve (12) business days following the Notice Cut-off Date.

 

E-4

Exhibit 5.1

 

LOGO

May 15, 2024

Barclays PLC

1 Churchill Place

London E14 5HP

Ladies and Gentlemen:

We have acted as special U.S. counsel to Barclays PLC, a public limited company incorporated under the law of England and Wales (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-277578) of £1,250,000,000 8.500% fixed rate resetting perpetual subordinated contingent convertible securities (the “Securities”), to be issued under an indenture dated as of August 14, 2018 (as heretofore amended and supplemented, the “Base Indenture”), among the Company, The Bank of New York Mellon, London Branch, as trustee and paying agent (the “Trustee”), and The Bank of New York Mellon SA/NV, Luxembourg Branch, as registrar (the “Registrar”), as amended and supplemented by a tenth supplemental indenture (the “Tenth Supplemental Indenture”) and an eleventh supplemental indenture (the “Eleventh Supplemental Indenture”), each dated as of May 15, 2024 (the Tenth Supplemental Indenture and the Eleventh Supplemental Indenture together, the “Supplemental Indentures” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and the Registrar. Such registration statement, as amended as of its most recent effective date (May 8, 2024), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), including the documents incorporated by reference therein but excluding Exhibits 25.1, 25.2 and 25.3, is herein called the “Registration Statement.”

In arriving at the opinion expressed below, we have reviewed the following documents:

 

  (a)

the Registration Statement;

 

  (b)

an executed copy of the Base Indenture;

 

  (c)

executed copies of the Supplemental Indentures; and

 

  (d)

a copy of the Securities in global registered form (the “Global Security”) as executed by the Company and authenticated by the Trustee.

 

LOGO


Barclays PLC, Page 2

 

In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture; provided that we express no opinion as to the validity, binding effect or enforceability of Sections 5.04(d) and 12.01 of the Base Indenture, as amended by the Tenth Supplemental Indenture, and the corresponding provisions in the Global Security, which provisions are governed by English law.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Securities where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

We note that by statute New York provides that a judgment or decree rendered in a currency other than the currency of the United States shall be converted into U.S. dollars at the rate of exchange prevailing on the date of entry of the judgment or decree. There is no corresponding Federal statute and no controlling Federal court decision on this issue. Accordingly, we express no opinion as to whether a Federal court would award a judgment in a currency other than U.S. dollars or, if it did so, whether it would order conversion of the judgment into U.S. dollars.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York. With respect to matters governed by English law, we have relied on the opinion of Clifford Chance LLP dated May 15, 2024, as English counsel to the Company, which has been filed as Exhibit 5.2 to the Company’s Form 6-K dated May 15, 2024.

We hereby consent to the incorporation by reference of this opinion in the Registration Statement and the use of our name in the prospectus constituting a part of the Registration Statement and the prospectus supplement dated May 8, 2024, relating to the Securities under the heading “Validity of Securities.” In giving such consent, we do not


Barclays PLC, Page 3

 

thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By:   /s/ David I. Gottlieb
  David I. Gottlieb, a Partner

Exhibit 5.2

 

LOGO     

CLIFFORD CHANCE LLP

 

10 UPPER BANK STREET

LONDON

E14 5JJ

 

TEL +44 20 7006 1000

FAX +44 20 7006 5555

DX 149120 CANARY WHARF 3

 

www.cliffordchance.com

 

To   Barclays PLC

    1 Churchill Place

    London E14 5HP

  

Our ref: 70-41072950

Direct Dial: +44 207006 2977

E-Mail: simon.sinclair@cliffordchance.com

15 May 2024

Barclays PLC

£1,250,000,000 8.500 per cent. Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (the “Securities”)

We have acted as English legal advisers to Barclays PLC (the “Issuer”) in connection with the issue by the Issuer of the Securities under the Contingent Capital Securities Indenture dated as of 14 August 2018, among the Issuer, The Bank of New York Mellon, London Branch as trustee (the “Trustee”) and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Contingent Capital Security Registrar (the “Registrar”) (as amended by the Fourth Supplemental Indenture dated 12 August 2020, the Fifth Supplemental Indenture dated 1 March 2021, the Eighth Supplemental Indenture dated 6 March 2023, the Ninth Supplemental Indenture dated 22 November 2023 and the Tenth Supplemental Indenture dated 15 May 2024, together, the “Base Indenture”), as supplemented by the Eleventh Supplemental Indenture dated as of 15 May 2024, among the Issuer, the Trustee and the Registrar (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

 

1.

INTRODUCTION

 

1.1

Opinion Documents

This Opinion relates to the Indenture and the Securities.

 

1.2

Defined Terms

 

  1.2.1

Terms defined or given a particular construction in the Indenture shall have the same meaning in this Opinion unless a contrary indication appears.

CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NO. OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET LONDON E14 5JJ. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. THE FIRM IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY


CLIFFORD CHANCE LLP

 

  1.2.2

Headings in this Opinion are for ease of reference only and shall not affect its interpretation.

 

  1.2.3

All references in this Opinion to paragraphs mean paragraphs in this Opinion.

 

1.3

Legal Review

In connection with the creation and issue of the Securities and the giving of this Opinion:

 

  1.3.1

we have reviewed the documents referred to in paragraph 1 of Schedule 1 (Documents and Enquiries) and completed the searches and enquiries referred to in paragraph 2 of Schedule 1 (Documents and Enquiries) and any references to such documents in this Opinion are to those documents as originally executed. Certain of such documents have been executed using the cloud based electronic signing platform owned and run by DocuSign Inc.;

 

  1.3.2

we have not verified the facts or the reasonableness of any statements (including statements as to foreign law) contained in the Indenture or the Prospectus, save as expressly specified in paragraph 2.6 (Taxation statements in the Prospectus Supplement);

 

  1.3.3

we have not been responsible for ensuring that the Prospectus contains all material facts; and

 

  1.3.4

we have not been responsible for ensuring that the Prospectus or the Form 6-K comply with the requirements of any governmental or regulatory authority.

 

1.4

Applicable Law

This Opinion is governed by English law, relates only to English law as applied by the English courts as at today’s date and does not extend to the laws of any other jurisdiction (save as described in paragraph 1.5 (Taxation)). All non-contractual obligations and any other matters arising out of or in connection with this Opinion are governed by English law.

 

1.5

Taxation

We express no opinion on any taxation matter, and none is implied or may be inferred, save as expressly specified in paragraph 2.6 (Taxation statements in the Prospectus Supplement). In respect of those tax matters this Opinion is confined to, and given on the basis of, English law, United Kingdom tax law and His Majesty’s Revenue and

 

- 2 -


CLIFFORD CHANCE LLP

 

Customs (“HMRC”) published practice in force or applied in the United Kingdom as at today’s date.

 

1.6

Assumptions and Reservations

This Opinion is given on the basis of our understanding of the terms of the Indenture and the Securities, and the assumptions set out in Schedule 2 (Assumptions) and is subject to the reservations set out in Schedule 3 (Reservations). This Opinion is strictly limited to the matters stated in paragraph 2 (Opinion) and does not extend to any other matters.

 

2.

OPINION

We are of the opinion that:

 

2.1

Corporate Existence

The Issuer is a company duly incorporated in England and has the capacity and power to create and issue the Securities, to enter into the Base Indenture and the Supplemental Indenture and to exercise its rights and perform its obligations under the Securities and the Indenture.

 

2.2

Authorisation

The execution and delivery of the Base Indenture and the Supplemental Indenture and the issue of the Securities (and the allotment of the Conversion Shares) have been duly authorised by or on behalf of the Issuer.

 

2.3

Execution

The Issuer has duly executed and delivered the Base Indenture, the Supplemental Indenture and the Global Security, to the extent that English law is applicable.

 

2.4

Legal, valid, binding and enforceable obligations

In any proceedings taken in England for the enforcement of the Base Indenture or the Supplemental Indenture, the obligations expressed to be assumed by the Issuer in the Base Indenture and the Supplemental Indenture would be recognised by the English courts as legal, valid and binding obligations of the Issuer and would be enforceable in the English courts.

 

- 3 -


CLIFFORD CHANCE LLP

 

2.5

Subordination

Section 12.01 (Subordination of Contingent Capital Securities – Status of the Contingent Capital Securities) of the Base Indenture constitutes legal, valid, binding and enforceable obligations of the Issuer.

 

2.6

Taxation statements in the Prospectus Supplement

The statements in the Prospectus Supplement under the heading “Tax Considerations—United Kingdom Taxation” are correct in all material respects.

 

3.

ADDRESSEES AND PURPOSE

 

  3.1.1

The scope and content of this Opinion solely have regard to the interests of the Issuer in accordance with its instructions. This Opinion is provided in connection with the filing of the Form 6-K and is addressed to and is solely for the Issuer and it may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save as provided below.

 

  3.1.2

We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 6-K to be incorporated by reference into the Form F-3 Registration Statement filed with the SEC on 1 March 2024, and the reference to us under the headings “Service of Process and Enforcement of Liabilities” and “Validity of Securities” in the Base Prospectus and under the heading “Validity of Securities” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder.

/s/ Clifford Chance LLP

 

- 4 -


CLIFFORD CHANCE LLP

 

SCHEDULE 1

DOCUMENTS AND ENQUIRIES

 

1.

DOCUMENTS

 

  (a)

The prospectus dated 1 March 2024 relating to, inter alia, the Securities (the “Base Prospectus”).

 

  (b)

The prospectus supplement dated 8 May 2024 relating to the Securities (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

 

  (c)

The final form of the Form 6-K expected to be filed with the SEC on 15 May 2024 relating to the Securities (the “Form 6-K”).

 

  (d)

A copy of the Base Indenture.

 

  (e)

A copy of the Supplemental Indenture.

 

  (f)

A copy of the global security representing the Securities dated 15 May 2024 (the “Global Security”).

 

  (g)

A copy of the certificate of incorporation of the Issuer dated 20 July 1896.

 

  (h)

A copy of the Barclays Bank Act 1984.

 

  (i)

A copy of the certificate of incorporation on re-registration of the Issuer dated 15 February 1982.

 

  (j)

A copy of the certificate of incorporation on change of name of the Issuer dated 1 January 1985.

 

  (k)

A copy of the articles of association of the Issuer as adopted by special resolution passed on 9 May 2024, certified a true copy by Kathryn Roberts.

 

  (l)

A copy of the extracts from the minutes of a meeting of the board of directors of the Issuer held on 15 December 2016, certified a true copy by Patrick Gonsalves (the “2016 Resolutions”).

 

  (m)

A copy of the extracts from the minutes of a meeting of the board of directors of the Issuer held on 28 March 2018, certified a true copy by Gemma Tremlett (the “2018 Resolutions”).

 

- 5 -


CLIFFORD CHANCE LLP

 

  (n)

A copy of the approval of the Group Finance Director of the Issuer dated 20 February 2018, certified a true copy by Sophie Lukaszewski.

 

  (o)

A copy of the approval of the Group Finance Director of the Issuer dated 24 February 2021, certified a true copy by Sophie Lukaszewski.

 

  (p)

A copy of the addendum to the approval of the Group Finance Director of the Issuer dated 1 March 2022, certified a true copy by Renu Badiani.

 

  (q)

A copy of the addendum to the approval of the Group Finance Director of the Issuer dated 27 April 2023, certified a true copy by Luisa Franciss Galliez.

 

  (r)

A copy of the approval of the Group Finance Director of the Issuer dated 26 February 2024, certified a true copy by Luisa Franciss Galliez.

 

  (s)

A copy of the Confirmation of an Authorised Officer of the Issuer dated 14 May 2024.

 

  (t)

A copy of the power of attorney granted by the Issuer dated 15 June 2018, in favour of each of Miray Muminoglu, Timothy Allen, Stuart Frith and Daniel David.

 

  (u)

A copy of the power of attorney granted by the Issuer dated 30 March 2020, in favour of Miray Muminoglu and Stuart Frith.

 

  (v)

A copy of the power of attorney granted by the Issuer dated 23 November 2022, in favour of Daniel Fairclough, Stuart Frith, Suzanna Harding and Nathan James.

 

  (w)

A copy of the power of attorney granted by the Issuer dated 15 November 2023, in favour of Daniel Fairclough, Stuart Frith, Suzanna White and Nathan James.

 

  (x)

The notice of the annual general meeting of the shareholders of the Issuer dated 24 March 2023 and the results of the polls on the resolutions proposed at such annual general meeting announced by the Issuer on 3 May 2023, approving, inter alia, the allotment of shares and equity securities and the allotment of equity securities for cash other than on a pro-rata basis (the “2023 Shareholders Resolution” and, together with the special resolution referred to in paragraph (k) above, the “Shareholders Resolutions”).

 

2.

SEARCHES AND ENQUIRIES

 

  (a)

A search was conducted with the Registrar of Companies in respect of the Issuer on 15 May 2024.

 

- 6 -


CLIFFORD CHANCE LLP

 

  (b)

An enquiry by telephone was made at the Central Registry of Winding Up Petitions at the Insolvency and Companies List in London at 10.01 a.m. on 15 May 2024 with respect to the Issuer.

 

- 7 -


CLIFFORD CHANCE LLP

 

SCHEDULE 2

ASSUMPTIONS

 

1.

ORIGINAL AND GENUINE DOCUMENTATION

 

  (a)

All signatures (including any electronic signatures), stamps and seals are genuine, all original documents are authentic, all deeds and counterparts were executed in single physical form and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals.

 

  (b)

The person whose name and signature appears in the signature block of the Supplemental Indenture and/or the Global Security is the person who signed the Supplemental Indenture and/or the Global Security.

Where, for the purposes of paragraphs 1(a) and 1(b) of this Schedule 2:

 

  (i)

“sign” or “signed” means, in relation to the Supplemental Indenture and/or the Global Security executed with an electronic signature, the process by which the signatory has applied such electronic signature to the Supplemental Indenture and/or the Global Security; and

 

  (ii)

“electronic signature” means the signature in electronic form applied to the Supplemental Indenture and/or the Global Security that is intended by the signatory to take effect as their signature including, without limitation, an image of the signatory’s handwritten signature, the typed name of the signatory, a signature generated by the signatory with a stylus on a touch pad or screen and any signature created by the signatory in accordance with the processes of an electronic signing platform.

 

  (c)

The copies of the certificate of incorporation, certificate of incorporation on change of name, certificate of re-registration and articles of association of the Issuer provided to us are accurate and complete as of the date of this Opinion and the member(s) of the Issuer have not given any directions or passed any resolutions that would affect the matters addressed in this Opinion.

 

2.

CORPORATE AUTHORITY

 

  (a)

In resolving to create and issue the Securities and to enter into the Indenture the directors and the Group Finance Director of the Issuer acted in good faith to

 

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  promote the success of the Issuer for the benefit of its members and in accordance with any other duty.

 

  (b)

Each director of the Issuer has disclosed any interest which he or she may have in the issue of the Securities in accordance with the provisions of the Companies Act 2006 and the Issuer’s articles of association and none of the directors has any interest in the issue of the Securities except to the extent permitted by the Issuer’s articles of association.

 

  (c)

The 2016 Resolutions and the 2018 Resolutions were duly passed at properly constituted and quorate meetings of duly appointed directors of the Issuer and have not been amended or rescinded and are in full force and effect.

 

  (d)

The approvals by the Group Finance Director of the Issuer and the Confirmation of an Authorised Officer of the Issuer, each of which is referred to in Schedule 1 (Documents and Enquiries), have not been amended or rescinded and are in full force and effect.

 

  (e)

The Shareholders Resolutions were duly passed at a properly convened and quorate meeting of the shareholders of the Issuer and in all cases have not been amended or rescinded and are in full force and effect.

 

  (f)

The extracts from the minutes referred to in Schedule 1 (Documents and Enquiries) are true records of the proceedings at the meetings of the board of directors of the Issuer.

 

  (g)

The Shareholders Resolutions are true records of the proceedings at the meeting of the shareholders of the Issuer.

 

  (h)

Since 22 November 2023, the Issuer has not issued any ECNs (as defined in the 2023 Shareholders Resolutions).

 

  (i)

That, as at 20 February 2018, 24 February 2021 and 1 March 2022, Tushar Morzaria was duly appointed as Group Finance Director of the Issuer, as at 27 April 2023 and 26 February 2024, Anna Cross was duly appointed as Group Finance Director of the Issuer, as at 14 August 2018, Tim Allen was duly appointed as Director in the Capital Markets Execution team of Barclays Treasury, as at 12 August 2020 and 1 March 2021, Miray Muminoglu was duly appointed as Managing Director in the Capital Markets Execution team of Group Treasury, as at 6 March 2023, 22 November 2023 and 15 May 2024, Stuart Frith was duly appointed as Director in the Capital Markets Execution team of Group Treasury, as at 14 May 2024 and 15 May 2024, Stephen Temple

 

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  was duly appointed as an Authorised Officer (as defined in the 2018 Resolutions) and as Managing Director in Group Treasury.

 

  (j)

The person, if other than the person whose signature it purports to be, who attached any electronic signature to any of the documents listed in Schedule 1 (Documents and Enquiries) on behalf of another person, had the authority of the latter person to do so.

 

  (k)

Any relevant power of attorney granted by the Issuer referred to in Schedule 1 (Documents and Enquiries) had not been revoked and was in full force and effect at the time of execution of the Indenture and/or the Global Security, as applicable.

 

  (l)

The Conversion Shares will be delivered in accordance with the terms of the Indenture.

 

3.

CORPORATE CAPACITY OF THE PARTIES OTHER THAN THE ISSUER

Each party to the Indenture (other than the Issuer) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Indenture.

 

4.

EXECUTION OF INDENTURE AND SECURITIES

 

  (a)

Each party to the Indenture (other than the Issuer) has duly executed and delivered the Indenture.

 

  (b)

The terms of the Indenture have been complied with and the Indenture and the Global Security have each been duly executed and delivered in accordance with the laws of the State of New York.

 

5.

DOCUMENTS NOT GOVERNED BY ENGLISH LAW

 

  (a)

The obligations expressed to be assumed by the Issuer under the Indenture and the Securities constitute the Issuer’s legal, valid, binding and enforceable obligations under the laws of the State of New York (other than the obligations under Section 12.01 of the Base Indenture) and words and phrases used in the Indenture and the Securities have the same meaning and effect as they would if the Indenture and the Securities were governed by English law.

 

  (b)

The submission to the jurisdiction of any state or federal court in the City and State of New York or in the Borough of Manhattan, the City of New York by

 

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  the Issuer contained in the Indenture and the Securities, as applicable, is legal, valid and binding under the laws of the State of New York.

 

  (c)

The choice of the laws of the State of New York to govern the Indenture and the Securities is a valid choice under the laws of the State of New York.

 

6.

OTHER DOCUMENTS

Save for those listed in Schedule 1 (Documents and Enquiries) there is no other agreement, instrument, other arrangement or relationship between any of the parties to the Indenture which modifies, supersedes or conflicts with the Indenture.

 

7.

TAX MATTERS

 

  (a)

The Issuer is resident only in the United Kingdom for United Kingdom tax purposes.

 

  (b)

A valid election has been made in respect of the Securities pursuant to section 475C of the Corporation Tax Act 2009 which has taken effect, and the Securities will constitute “hybrid capital instruments” within the meaning of that section.

 

  (c)

The Securities are not issued by the Issuer directly or indirectly in consequence of, or otherwise in connection with, any arrangements which have the main purpose, or a main purpose, of securing a tax advantage (within the meaning given in Section 1139 of the Corporation Tax Act 2010) for the Issuer or any other person.

 

  (d)

Any provision of the Securities for (i) the alteration of the amount of debt or (ii) for the creditor to receive anything other than interest or repayment of the debt is limited to where (1) there is a material risk of the debtor being unable to pay its debts as they fall due, (2) the value of the debtor’s liabilities exceeds its assets or (3) the provision is required to comply with regulatory or other legal requirements.

 

  (e)

Conversion Shares are not issued to a person of the kind referred on in section 93(2) or (3) (depositary receipts) or 96(1) (clearance services) of the Finance Act 1986.

 

8.

SEARCHES AND ENQUIRIES

There has been no alteration in the status or condition of the Issuer as disclosed by the searches and enquiries referred to in Schedule 1 (Documents and Enquiries). However,

 

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it is our experience that the searches and enquiries referred to in paragraphs 2(a) and 2(b) in Schedule 1 (Documents and Enquiries) may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England, nor do they indicate whether or not insolvency proceedings have begun elsewhere.

 

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SCHEDULE 3

RESERVATIONS

 

1.

ENFORCEABILITY OF CLAIMS

In this Opinion “enforceable” means that an obligation is of a type which the English courts may enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of the Securities and the Indenture. In particular:

 

(a)

the opinion set out in paragraph 2.5 (Subordination) of this Opinion is subject to any limitations arising from (i) insolvency, liquidation, bankruptcy, administration, moratorium, reorganisation and similar laws, (ii) any reconstruction, arrangement or compromise and (iii) any other laws relating to or affecting the rights of creditors or any class of creditors;

 

(b)

the power of an English court to order specific performance of an obligation or any other equitable remedy is discretionary and, accordingly, an English court might make an award of damages where specific performance of an obligation or any other equitable remedy is sought;

 

(c)

where any person is vested with a discretion or may determine a matter in its opinion, that person may be required to exercise its discretion in good faith, reasonably and for a proper purpose, and to form its opinion in good faith and on reasonable grounds;

 

(d)

enforcement may be limited by the provisions of English law applicable to an agreement held to have been frustrated by events happening after its execution;

 

(e)

proceedings to enforce a claim may become barred under the Limitation Act 1980 or the Foreign Limitation Periods Act 1984 or may be or become subject to a defence of set-off or counterclaim;

 

(f)

a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by a misrepresentation or where there has been any bribe or other corrupt or illegal conduct and the English courts will generally not enforce an obligation if there has been fraud; and

 

(g)

any provision to the effect that any calculation, determination or certification is to be conclusive and binding may not be effective if such calculation, determination or certification is fraudulent, arbitrary or manifestly incorrect and an English court may

 

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  regard any certification, determination or calculation as no more than prima facie evidence.

 

2.

GOVERNING LAW

 

(a)

The English courts may refuse to apply a provision of the laws of the State of New York if application of that provision of the laws of the State of New York would be manifestly incompatible with English public policy.

 

(b)

The parties’ choice of the laws of the State of New York as the governing law of the Indenture and the Securities does not restrict the English courts from applying the overriding mandatory provisions of English law.

 

(c)

We express no opinion on the binding effect of the choice of law provisions in the Indenture and the Securities insofar as they relate to non-contractual obligations arising out of or in connection with the Indenture and the Securities.

 

3.

JURISDICTION

If any proceedings are brought in the English courts by the Issuer, in some circumstances, those courts may accept jurisdiction, notwithstanding the provisions of the Indenture and the Securities providing that any state or federal court in the City and State of New York or in the Borough of Manhattan, the City of New York, as applicable, has jurisdiction in relation thereto.

 

4.

ENFORCEMENT OF FOREIGN JUDGMENT

 

(a)

There are no reciprocal arrangements in force between the United States of America and the United Kingdom for the recognition or enforcement of judgments. Accordingly, a judgment by any state or federal court in the City and State of New York is not enforceable directly in England but may be recognised and enforced by the English courts according to common law principles. A judgment by those courts will not be enforced by the English courts if:

 

  (i)

the proceedings in which the judgment was given were opposed to natural justice;

 

  (ii)

the judgment was obtained by fraud;

 

  (iii)

the enforcement of the judgment would be contrary to English public policy;

 

  (iv)

an order has been made and remains effective under section 9 (Power to make foreign judgments unenforceable in United Kingdom if no reciprocity) of the

 

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  Foreign Judgments (Reciprocal Enforcement) Act 1933 applying that section to judgments of those courts;

 

  (v)

before the date on which those courts gave judgment, the matter in dispute had been the subject of a final judgment of another court having jurisdiction whose judgment is enforceable in England;

 

  (vi)

the judgment is for multiple damages within the meaning of section 5(3) of the Protection of Trading Interests Act 1980;

 

  (vii)

the judgment is based on a rule of law specified by the Secretary of State under section 5(4) of the Protection of Trading Interests Act 1980 as concerned with the prohibition of restrictive trade practices;

 

  (viii)

the judgment is on a claim for contribution in respect of damages awarded by a judgment falling within (vi) or (vii) above;

 

  (ix)

the judgment is based on foreign measures which the Secretary of State specifies as regulating and controlling international trade and which, in so far as they apply to persons carrying on business in the United Kingdom, are damaging or threaten to damage the trading interests of the United Kingdom; or

 

  (x)

the bringing of proceedings in those courts was contrary to an agreement under which the dispute in question was to be settled otherwise than by proceedings in those courts.

 

(b)

If the English court gives judgment for the sum payable under a judgment of the state or federal courts in the City and State of New York, the English judgment would be enforceable by the methods generally available for the enforcement of English judgments. These give the court a discretion whether to allow enforcement by any particular method, taking into account all relevant circumstances. In addition, it may not be possible to obtain an English judgment or the court may not exercise its discretion to enforce any English judgment if the judgment debtor is subject to any insolvency or similar proceedings, if there is a delay, if an appeal is pending or anticipated against the English judgment in England or against the foreign judgment in the state or federal courts in the City and State of New York or if the judgment debtor has any set-off or counterclaim against the judgment creditor.

 

5.

CHOICE OF LAW

If any obligation arising under the Indenture or the Securities is or is to be performed in a jurisdiction outside England, it may not be enforceable in the English courts to the

 

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extent that performance would be illegal or contrary to public policy under the laws of the other jurisdiction. Further an English court may give effect to any overriding mandatory provisions of the law of the place of performance insofar as they render the performance unlawful or otherwise take into account the law of the place of performance in relation to the manner of performance and the steps to be taken in the event of defective performance.

 

6.

DEFAULT INTEREST AND INDEMNITIES BETWEEN PARTIES

 

(a)

Any provision of the Securities or the Indenture requiring any person to pay amounts imposed in circumstances of breach or default may be held to be unenforceable on the grounds that it is a penalty. If the Indenture or the Securities do not provide a contractual remedy for late payment of any amount payable thereunder that is a substantial remedy within the meaning of the Late Payment of Commercial Debts (Interest) Act 1998 as amended the person entitled to that amount may have a right to statutory interest (and to payment of certain fixed sums) in respect of that late payment at the rate (and in the amount) from time to time prescribed pursuant to that Act. Any term of the Indenture or the Securities may be void to the extent that it excludes or varies that right to statutory interest, or purports to confer a contractual right to interest that is not a substantial remedy for late payment of that amount, within the meaning of that Act. We express no opinion as to whether any such provisions in the Indenture or the Securities do in fact constitute a “substantial remedy” in compliance with the conditions set out in Section 9 of such Act.

 

(b)

There is some possibility that an English court would hold that a judgment on the Indenture or the Securities, whether given in an English court or elsewhere, would supersede the Indenture or the Securities, so that any obligations relating to the payment of interest after the judgment or any currency indemnities would not be held to survive the judgment.

 

(c)

Any undertaking or indemnity in relation to stamp duties may be void under the provisions of Section 117 (Conditions and agreements as to stamp duty void) of the Stamp Act 1891.

 

(d)

An English court may in its discretion decline to give effect to any provision for the payment of legal costs incurred by a litigant.

 

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7.

BANKING ACT 2009

The opinions set out in this letter are subject to any limitations arising from any measures taken pursuant to the stabilisation powers under the special resolution regime under the Banking Act 2009, as amended.

 

8.

OTHER QUALIFICATIONS

 

(a)

The effectiveness of any provision of any agreement or instrument which allows an invalid provision to be severed in order to save the remainder of its provisions will be determined by the English courts in their discretion.

 

(b)

In some circumstances an English court may terminate or suspend proceedings commenced before it and an English court may be prevented from adjudicating upon a particular claim or issue if this would be inconsistent with the judgment of a foreign court binding upon the parties, being a judgment entitled to recognition in England and Wales.

 

(c)

Any provision in the Indenture or the Securities which confers, purports to confer or waives a right of set-off or similar right may be ineffective against a liquidator or creditor.

 

(d)

The opinions expressed in this Opinion are subject to the effects of any United Kingdom sanctions or other similar measures implemented by or effective in the United Kingdom with respect to any person to whom such sanctions or other similar measures apply or is otherwise the target of any such sanctions or other similar measures.

 

9.

TAXATION STATEMENTS

The confirmation provided in paragraph 2.6 (Taxation statements in the Prospectus Supplement) is subject to the following specific reservations:

 

(a)

We give no confirmation as to any section of the Prospectus other than the confirmation set out in paragraph 2.6 (Taxation statements in the Prospectus Supplement); and

 

(b)

The confirmation is given solely on the basis set out in paragraph 2.6 (Taxation statements in the Prospectus Supplement) and in particular takes into account the disclaimers and qualifications which are applied to those statements in the Prospectus Supplement and is limited to matters governed by English law, the tax law of the United Kingdom and HMRC’s published practice in force or applied in the United Kingdom as at today’s date.

 

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