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Barclays PLC — Capital/Financing Update 2017
Sep 7, 2017
5250_rns_2017-09-07_7492fe29-f849-48e1-8c59-7e0c69acaf9a.pdf
Capital/Financing Update
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Final Terms dated 5 September 2017
BARCLAYS PLC
Issue of EUR 1,500,000,000 2.00 per cent. Fixed Rate Subordinated Callable Notes due 2028
under the £60,000,000,000 Debt Issuance Programme
PART A -- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the base prospectus dated 28 February 2017, the supplemental base prospectus dated 4 May 2017 and the supplemental base prospectus dated 31 July 2017 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Directive 2003/71/EC, as amended, including by Directive 2010/73/EU and as implemented by any relevant implementing measure in the relevant Member State (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus.
Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms have been published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html.
| 1. | (i) | Issuer: | Barclays PLC |
|---|---|---|---|
| 2. | (i) | Series Number: | 235 |
| (ii) | Tranche Number: | 1 | |
| (iii) | Date on which the Notes become fungible: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Euro ("EUR") | |
| 4. | Aggregate Nominal Amount: | EUR 1,500,000,000 | |
| 5. | Issue Price: | 99.437 per cent. of the Aggregate Nominal Amount |
|
| 6. | (i) | Specified Denominations: | EUR 100,000 and integral multiples of EUR 1,000 in excess thereof |
| (ii) | Calculation Amount: | EUR 1,000 | |
| 7. | (i) | Issue Date: | 7 September 2017 |
| (ii) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 7 February 2028 | |
| 9. | Interest Basis: | Reset Notes | |
| (see paragraph 16 below) | |||
| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. |
|
| 11. | Change of Interest or Redemption/Payment | Not Applicable |
Basis:
| 12. | Put/Call Options: | Issuer Call | |
|---|---|---|---|
| 13. | (i) | Status of the Notes: | Tier 2 Capital Notes |
| (ii) | Date approval for issuance of Notes obtained: |
21 February 2017 | |
| 14. | Senior Notes Waiver of Set-off: | Not Applicable | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE | |||
| 15. | Fixed Rate Note Provisions | Not Applicable | |
| 16. | Reset Note Provisions | Applicable | |
| (i) | Initial Rate of Interest: | 2.00 per cent. per annum payable in arrear on each Interest Payment Date up to and including the First Reset Date |
- (ii) First Margin: +1.90 per cent. per annum
- (iii) Subsequent Margin: Not Applicable
- (iv) Interest Payment Date(s): 7 February in each year up to and including the Maturity Date, commencing on 7 February 2018 in respect of the period from (and
- (v) Fixed Coupon Amount up to (but excluding) the First Reset Date: EUR 20.00 per Calculation Amount
- (vi) Broken Amount(s): EUR 8.38 per Calculation Amount payable on the Interest Payment Date falling on 7
- (vii) First Reset Date: 7 February 2023
- (viii) Subsequent Reset Date(s): Not Applicable
- (ix) Relevant Screen Page: EUR-EURIBOR-Reuters as displayed on
- (x) Mid-Swap Rate: Single Mid-Swap Rate
- (xi) Mid-Swap Maturity: Six-month
- (xii) Reference Banks: Not Applicable
-
(xiii) Day Count Fraction: Actual/Actual (ICMA)
-
(xvi) Mid-Swap Floating Leg Benchmark Rate
-
- Floating Rate Note Provisions Not Applicable
Reuters Screen ICESWAP2 page
February 2018
- (xiv) Reset Determination Dates: The second Business Day prior to the First Reset Date
including) the Issue Date to (but excluding) 7 February 2018 (and thus a short first coupon)
- (xv) Agent Bank: The Bank of New York Mellon, London Branch
- EURIBOR (calculated on an Actual/360 day count basis)
| 18. | Zero Coupon Note Provisions | Not Applicable | |
|---|---|---|---|
| PROVISIONS RELATING TO REDEMPTION | |||
| 19. | Call Option | Applicable | |
| (i) | Optional Redemption Date(s) (Call): |
7 February 2023 | |
| (ii) | Optional Redemption Amount (Call): |
EUR 1,000 per Calculation Amount | |
| (iii) | Make Whole Redemption Price: | Not Applicable | |
| (iv) | Redeemable in part: | Not Applicable | |
| (v) | Notice period: | Minimum period: 30 days | |
| Maximum period: 60 days | |||
| (vi) | Optional Redemption Amount (Regulatory Event): |
EUR 1,000 per Calculation Amount | |
| (vii) | Early Redemption Amount (Tax): | EUR 1,000 per Calculation Amount | |
| (viii) | Optional Redemption Amount (Loss Absorption Disqualification Event): |
Not Applicable | |
| 20. | Put Option | Not Applicable | |
| 21. | Final Redemption Amount of each Note | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at EUR 1,000 per Calculation Amount |
|
| 22. | Early Termination Amount | Not Applicable | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 23. | Form of Notes: | Registered Notes: | |
| Unrestricted Global Certificate exchangeable for Unrestricted Individual Certificates in the limited circumstances described in the Unrestricted Global Certificate |
|||
| 24. | New Global Note: | No | |
special provisions relating to payment dates: 26. Talons for future Coupons to be attached to Definitive Notes: No
-
Additional Financial Centre(s) or other
-
Spot Rate: Not Applicable
Not Applicable
PART B -- OTHER INFORMATION
1. LISTING
- (i) Listing and admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange on or around the Issue Date.
- (ii) Estimate of total expenses related to admission to trading: GBP 3,650
2. RATINGS
Ratings: The Notes to be issued are expected to be rated:
Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"): BB+
Moody's Investors Service Ltd. ("Moody's"): Baa3
Fitch Ratings Limited ("Fitch"): A-
Each of Moody's, Standard & Poor's and Fitch is established in the European Economic Area (the "EEA") and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, Standard & Poor's and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest that is material to the offer.
The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4. USE OF PROCEEDS
The proceeds of the issue will be used for general corporate purposes of the Issuer and its subsidiaries and/or the Group and to strengthen further the regulatory capital base of the Issuer and/or the Group.
5. YIELD
Indication of yield: 2.112 per cent. per annum
The indicative yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
6. OPERATIONAL INFORMATION
(i) CUSIP Number Not Applicable
| (ii) | ISIN: | XS1678970291 | |
|---|---|---|---|
| (iii) | Common Code: | 167897029 | |
| (iv) | CINS Code: | Not Applicable | |
| (v) | CMU Instrument Number: | Not Applicable | |
| (vi) | Any clearing system(s) other than Euroclear, Clearstream Luxembourg, DTC or the CMU Service and the relevant identification number(s): |
Not Applicable | |
| (vii) | Delivery: | Delivery against payment | |
| (viii) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable | |
| (ix) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, and registered in the name of a nominee of one of the ICSDs acting as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. |
7. DISTRIBUTION
| (i) | U.S. Selling Restrictions: | Reg. S Compliance Category 2, TEFRA not applicable |
|---|---|---|
- (ii) Prohibition of Sales to EEA Retail Investors: Not Applicable
- (iii) Method of distribution: Syndicated
(iv) If syndicated
(a) Names of Managers: Barclays Bank PLC, Australia and New
Zealand Banking Group Limited, Banca IMI S.p.A., Banco Santander, S.A., Bankinter S.A., Bank of Montreal, London branch, BNY Mellon Capital Markets EMEA Limited, CaixaBank, S.A., CIBC World Markets plc, Commonwealth Bank of Australia, Coöperatieve Rabobank U.A., Crédit Agricole Corporate and Investment Bank, Danske Bank A/S, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Erste Group Bank AG, Mizuho International plc, Morgan Stanley & Co. International plc, MUFG Securities EMEA plc, National
Australia Bank Limited ABN 12 004 044 937, Nordea Bank AB (publ), Scotiabank Europe plc, SMBC Nikko Capital Markets Limited and The Toronto-Dominion Bank
- (b) Stabilisation Manager(s) (if any): Not Applicable
- (v) If non-syndicated, name and address of Dealer: Not Applicable