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Barclays PLC Capital/Financing Update 2021

Jun 9, 2021

5250_rns_2021-06-09_88939d59-0277-4e92-b2f0-1b2ed02bc7d8.pdf

Capital/Financing Update

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IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65, as amended ("EU MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (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 UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR product governance / Professional investors and ECPs only target market Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Singapore Securities and Futures Act Product Classification Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04- N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Final Terms dated 7 June 2021

BARCLAYS PLC

Legal entity identifier (LEI): 213800 LBQA 1Y9L22JB70

Issue of JPY 10,000,000,000 0.842 per cent. Fixed Rate Resetting Senior Callable Notes due June 2031 (the "Notes")

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 11 March 2021 and the supplemental base prospectus dated 4 May 2021 which together constitute a base prospectus (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation 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-news-home.html.

1. (i) Issuer: Barclays PLC
2. (i) Series Number: 259
(ii) Tranche Number: 1
(iii) Date on which the Notes become
fungible:
Not Applicable
3. Specified Currency or Currencies: Japanese Yen ("JPY")
4. Aggregate Nominal Amount: JPY 10,000,000,000
5. Issue Price: 100 per cent. of the Aggregate Nominal Amount
6. (i) Specified Denominations: JPY 100,000,000
(ii) Calculation Amount: JPY 100,000,000
7. (i) Issue Date: 9 June 2021
(ii) Interest Commencement Date: Issue Date
8. Maturity Date: 9 June 2031
9. Interest Basis: Reset Notes
(see paragraph 15 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 Basis:
Not Applicable
12. Call Options: Issuer Call
13. (i) Status of the Notes: Senior
(ii) Date Board approval for issuance
of Notes obtained:
24 February 2021

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14. Fixed Rate Note Provisions Not Applicable
15. Reset Note Provisions Applicable
(i) Initial Rate of Interest:
(ii)
Interest Payment Date(s):
0.842 per cent. per annum payable semi-annually in
arrear on each Interest Payment Date up to and
including 9 June 2030
9 June and 9 December in each year up to and including
the Maturity Date, commencing on 9 December 2021
(iii)
Fixed Coupon Amount up to (but
excluding) the First Reset Date:
JPY 421,000 per Calculation Amount
(iv) Broken Amount(s): Not Applicable
(v)
Reset Reference Rate:
(vi)
First Reset Date:
Reference Bond Rate
9 June 2030
(vii) Day Count Fraction: 30/360
(viii) Reset Date: The First Reset Date
(ix) Mid-Swap Rate: Not Applicable
(x) Reference Bond Rate: Applicable
(a) Reset Reference Bond: JGB 0.100 per cent. due 20 March 2031 (#362, ISIN
JP1103621M43)
(b) Reset Margin: +0.822 per cent. per annum
(xi) Sterling Reference Bond Rate: Not Applicable
(xii) U.S. Treasury Rate: Not Applicable
(xiii) Reference Banks: Not Applicable
(xiv) Reset Determination Dates: The second Business Day prior to the First Reset Date
(xv) Minimum Rate of Interest: Zero
(xvi) Maximum Rate of Interest: Not Applicable
(xvii) Business Day Convention: No Adjustment
(xviii) Additional Business Centre(s): Not Applicable
(xix) Reset Determination Time: As per the Conditions
(xx)
Agent Bank:
The Bank of New York Mellon, London Branch
16. Floating Rate Note Provisions Not Applicable
17. Zero Coupon Note Provisions Not Applicable
PROVISIONS RELATING TO REDEMPTION
18. Call Option Applicable
(i)
Optional
Redemption
Date(s)
(Call):
First Reset Date
(ii)
Optional Redemption Amount
(Call):
JPY 100,000,000 per Calculation Amount
(iii)
Make Whole Redemption Price:
Not Applicable
(iv)
Redeemable in part:
Not Applicable
(v)
Notice period:
Minimum period: 15 days
Maximum period: 60 days
19. Optional
Redemption
Amount
(Regulatory Event) (for Tier 2 Capital
Notes only):
Not Applicable
20. Early Redemption Amount (Tax): JPY 100,000,000 per Calculation Amount
21. Optional
Redemption
Amount
(Loss
Absorption Disqualification Event) (for
Senior Notes only):
JPY 100,000,000 per Calculation Amount
22. 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 JPY 100,000,000 per Calculation Amount
23. Early Termination Amount: As per the Conditions
GENERAL PROVISIONS APPLICABLE TO THE NOTES

24. Form of Notes: Registered Notes: Unrestricted Global Certificate exchangeable for Unrestricted Individual Certificates in the limited circumstances described in the Unrestricted Global Certificate 25. New Global Note: No 26. Additional Financial Centre(s) or other special provisions relating to payment dates: Not Applicable 27. Talons for future Coupons to be attached to Definitive Notes: No 28. Relevant Benchmarks: Not Applicable

SIGNED on behalf of BARCLAYS PLC:

By: ...........................................................................

Duly authorised

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
Main Market of the London Stock Exchange with effect
from on or about the Issue Date.
(ii) Estimate of total expenses related GBP 4,840

(ii) Estimate of total expenses related to admission to trading:

2. RATINGS

Ratings: The Notes to be issued are expected to be rated:

S&P Global Ratings UK Limited ("Standard & Poor's"): BBB

An obligation rated 'BBB' exhibits adequate capacity to meet financial commitments, but more subject to adverse economic conditions.

(Source: Standard & Poor's, https://www.spglobal.com/ratings/en/about/intro-tocredit-ratings)

Moody's Investors Service Ltd. ("Moody's"): Baa2

An obligation rated 'Baa' are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics. The modifier 2 indicates a mid-range ranking.

(Source: Moody's, https://www.moodys.com/Pages/amr002002.aspx)

Fitch Ratings Limited ("Fitch"): A

An obligation rated 'A' denotes expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.

(Source: Fitch Ratings, https://www.fitchratings.com/products/ratingdefinitions)

Rating and Investment Information, Inc ("R&I"): A-

An obligation rated 'A-' is judged to be of high creditworthiness supported by a few excellent factors.

Source: R&I, https://www.ri.co.jp/en/rating/about/definition.html

Each of Moody's, Standard & Poor's and Fitch is established in the UK and registered under Regulation (EU) No 1060/2009 as it forms part of domestic law of the UK by virtue of the EUWA (the "UK CRA Regulation"). As such, each of Moody's, Standard &

Poor's and Fitch appears on the latest update of the list of registered credit rating agencies published by the FCA Authority on its website in accordance with the UK CRA Regulation. The rating each of Moody's, Standard & Poor's and Fitch has given to the Notes is endorsed by Moody's Deutschland GmbH, S&P Global Ratings Europe Limited and Fitch Ratings Ireland Limited respectively, each of which is established in the EEA and registered under Regulation (EU) No 1060/2009, as amended (the "EU CRA Regulation").

R&I is not established in the EEA or the UK and is not certified under the EU CRA Regulation or the UK CRA Regulation and the rating it has given to the Notes is not endorsed by a credit rating agency established in the EEA or the UK and registered under the EU CRA Regulation or the UK CRA Regulation.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

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

Estimated net proceeds: JPY 9,965,000,000

The net proceeds of the issue will be used for general corporate purposes of the Issuer and its subsidiaries and/or the Group and may be used to strengthen further the capital base of the Issuer and its subsidiaries and/or the Group.

Fixed Rate Notes only YIELD

Indication of yield: 0.842 per cent. per annum

The indicative yield to the First Reset Date is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

(i) CUSIP Number Not Applicable
(ii) ISIN: XS2351311027
(iii) Common Code: 235131102
(iv) FISN: Available on the website of the Association of National
Numbering Agencies
(v) CFI Code: Available on the website of the Association of National
Numbering Agencies
(vi) CINS Code: Not Applicable
(vii) CMU Instrument Number: Not Applicable
(viii) Any clearing system(s) other than
Euroclear,
Clearstream
Luxembourg, DTC or the CMU
Service
and
the
relevant
identification number(s):
Not Applicable
(ix) Delivery: Delivery against payment
(x) Names
any):
and
addresses
of
additional Paying Agent(s) (if
Not Applicable
(xi) Green Notes: No
(xii) eligibility: Intended to be held in a manner
which would allow Eurosystem
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.
6. DISTRIBUTION
(i) U.S. Selling Restrictions: Reg. S Compliance Category 2 / TEFRA not applicable
(ii) Method of distribution: Syndicated
(iii) If syndicated
(a) Names of Managers: Barclays Bank PLC
Mizuho International plc
MUFG Securities EMEA plc
Nomura International plc
SMBC Nikko Capital Markets Limited
(b) Stabilisation Manager(s)
(if any):
Not Applicable

(iv) If non-syndicated, name and address of Dealer: Not Applicable

7. THIRD PARTY INFORMATION

The rating definitions provided in these Final Terms have been extracted from the websites of Standard & Poor's, Moody's, Fitch and R&I. The Issuer confirms that such information has been accurately reproduced and that, so far as the Issuer is aware and is able to ascertain from the information published by Standard & Poor's, Moody's, Fitch and R&I (as applicable), no facts have been omitted which would render the reproduced information inaccurate or misleading.