Investec PLC — Capital/Financing Update 2013

Feb 24, 2013

Notes issued pursuant to these Final Terms are securities to be listed under Listing Rule 19

15 February 2013

Investec Bank plc Issue of GBP Reverse Convertible Index-Linked Notes under the £2,000,000,000 Impala Structured Notes Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so:

• in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus $(i)$ pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• $(ii)$ in the United Kingdom provided such offer is made during the Offer Period specified for such purpose herein.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant Member State) and includes any relevant implementing measures in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU).

Prospective investors considering acquiring any Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after carefully considering the suitability of the Notes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investment portfolio) and the information contained in this Base Prospectus and the relevant Final Terms. Prospective investors should consider carefully the risk factors set out under "Risk Factors" in the Base Prospectus referred to below.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 21 June 2012 and the supplemental Prospectuses dated 11 July 2012, 19 November 2012 and 28 December 2012, which together constitute a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (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 as so supplemented.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus, as supplemented. The Base Prospectus and the supplements thereto are available for viewing at and copies may be obtained during normal working hours from Investec Bank plc, 2 Gresham Street, London EC2V 7QP, or from Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE.

Ι.	lssuer:	Investec Bank plc
	2. (a) Series Number:	13
	(b) Tranche Number:
3.	Specified Currency or Currencies:	Pounds Sterling ("GBP")

$\hat{\boldsymbol{\beta}}$

	Aggregate Nominal Amount:
--	---------------------------	--

a) Series:

	(a) Series:		The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date as described in Part B, paragraph 8(viii) hereof
	(b) Tranche:		The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date as described in Part B, paragraph 8(viii) hereof
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	GBP1.00
	(b)	Calculation Amount:	GBP1.00
7.	(a)	Issue Date:	29 April 2013
	(b)	Interest Commencement Date:	29 April 2013
8.		Maturity Date:	29 April 2019
9,	Interest Basis:		Fixed Rate
		10. Redemption/Payment Basis:	Index-Linked
	11. Change	of Basis Interest or Redemption/Payment Basis:	Not applicable
	12. Call Option:		Not applicable
	13. Put Option:		Not applicable
	14. $(a)$	Status of the Notes:	Senior
	(b)	Security Status:	Unsecured Notes
	(c)	Date of Board approval for issuance of Notes obtained	Not applicable
15.		Method of distribution:	Non-syndicated
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
		16. Fixed Rate Note Provisions	Applicable
	(a)	Rate(s) of Interest:	6.00 per cent. per annum payable monthly in arrear

$29^th$ day of each calendar month from 29 May 2013 up to and including the Maturity Date provided, however, that in respect of each year that is not a leap year the Interest Payment Date
that would otherwise be $29^th$ February shall be 1^st March

$(c)$ Fixed Coupon Amount(s): GBP0.0050 per Calculation Amount $(d)$ Broken Amount(s): Not applicable

$(b)$

Interest Payment Date(s):

$\ddot{\phantom{a}}$

• $(e)$ Day Count Fraction:
• $(f)$ Determination Date(s):
• Other terms relating to the method of $(g)$ calculating interest for Fixed Rate Notes:
• 1. Floating Rate Note Provisions
• 1. Dual Currency Note Provisions
• 1. Zero Coupon Note Provisions

PROVISIONS RELATING TO REDEMPTION

• Final Redemption Amount of each $20. (a)$ Note:

• $(b)$ Rounding:

• Early Redemption Amount:

Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

1. Issuer Call Option Not applicable

2. Noteholder Put Option.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Uncertificated Registered Notes 25. Additional Financial Centre(s) or other special Not applicable provisions relating to Payment Days: 26. Talons for future Coupons or Receipts to be No attached to Definitive Notes (and dates on which such Talons mature):

Actual/Actual (ICMA)

Each Interest Payment Date

None

Not applicable

Not applicable

Not applicable

Index-Linked. The Final Redemption Amount will be calculated in accordance with Annex A of these Final Terms

So long as the Notes are in the form of Uncertificated Registered Notes and are held in CRESTCo. Limited, the Final Redemption Amount shall be calculated in relation to the aggregate principal amount of the Notes outstanding, rounded down to the nearest GBP0.01 and paid to CRESTCo. Limited for distribution by it to entitled accountholders in accordance with CRESTCo. Limited's usual rules and procedures.

If Uncertificated Registered Notes are at any time exchanged for Definitive Registered Notes. the Final Redemption Amount will be calculated in relation to each Specified Denomination and rounded to the nearest GBP0.01.

Fair Market Value

Not applicable

	27. Details relating to Instalment Notes:
		(a)	Instalment Amount(s):	Not applicable
		(b)	Instalment Date(s):	Not applicable
			28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:	Not applicable
			29. Other final terms:	Not applicable
DISTRIBUTION
	30. $(a)$		If syndicated, names and addresses of Not applicable Managers:
		(b)	Date of Subscription Agreement:	Not applicable
		relevant Dealer:	31. If non-syndicated, name and address of	Investec Bank plc, 2 Gresham Street, London EC2V 7QP
			32. Total commission and concession:	Not applicable
			33. U.S. Selling Restrictions:	Reg. S Compliance Category: 2
				TEFRA Not applicable
			34. Additional selling restrictions:	Not applicable
TAXATION
		35. Taxation:		Condition 7A (Taxation - No Gross up) applies
SECURITY
			36. Security Provisions:	Not applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and admission to trading on the London Stock Exchange and the listing on the Official List of the Financial Services Authority of Notes described herein pursuant to the £2,000,000,000 Impala Structured Notes Programme of Investec Bank plc.

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer:

Bv

Duly cuther the acoci-Authorised Signs

R,

Duly authorised

Anant Patel Authorised Signatory

70-40374494

PART B-OTHER INFORMATION

LISTING $\mathbf{I}$

• Listing: $(i)$
• Admission to trading: $(i)$

RATINGS $\overline{2}$ .

Ratings:

London

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 pic on or about the Issue Date.

The long-term senior debt of Investec Bank plc has a rating of BBB- as rated by Fitch Ratings Limited ("Fitch"). This means that Fitch is of the opinion that Investec Bank plc has a good credit quality and indicates that expectations of default risk are currently low.

The long-term senior debt of Investec Bank plc has a rating of Baa3 as rated by Moody's Investors Service Limited ("Moody's"). This means that Moody's is of the opinion that Invested Bank plc is subject to moderate credit risk, is considered medium-grade, and as such may possess certain speculative characteristics.

Each of Fitch and Moody's is established in the EU and registered under Regulation (EU) No 1060/2009, as amended.

The Notes to be issued have not been specifically rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER $\mathbf{3}$

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 material to the offer.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES $\overline{4}$

(i)	Reasons for the offer:	Information not required
(ii)	Estimated net proceeds:	Information not required
(iii)	Estimated total expenses:	Information not required

$5₁$ YIELD

Indication of yield:

6.00 per cent. per annum

As set out above, the yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF 6. EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING

The Final Redemption Amount payable in respect of the Notes will be calculated by reference to value or level of the FTSE™ 100 Index (the "Index") on the Averaging Dates (as defined in Annex

$A)$ .

If (i) the Barrier Condition (as defined in Annex A) is satisfied, or (ii) the Barrier Condition has not been satisfied and the Final Index Level (as defined in Annex A) is greater than or equal to the Initial Index Level (as defined in Annex A), then the Final Redemption Amount of the Notes will be an amount equal to Digital Return 1 (as defined in Annex A below). If the Barrier Condition has not been satisfied and the Final Index Level is less than the Initial Index Level, then the Final Redemption Amount of the Notes will reflect any such decrease on a one-for-one basis.

Further explanation of the redemption provisions of the Notes can be found in Annex A.

The Issuer does not intend to provide post-issuance information.

OPERATIONAL INFORMATION 7.

(i)	ISIN Code:	GB00B8HHNV18
(ii)	SEDOL Code:	B8HHNV1
(iii)	Common Code:	Not applicable
(iv)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg identification the relevant and $number(s)$ :	The Notes will be Uncertificated Registered Notes held in CRESTCo. Limited
(v)	Delivery:	Delivery free of payment
(vi)	Settlement procedures:	Medium Term Note
(vii)	Additional Paying Agent(s) (if any):	None
(viii)	Common Depositary:	Not applicable
(ix)	Calculation Agent:	Investec Bank plc
	is Calculation Agent to make calculations?	Yes
(x)	relevant General Terms and Other Conditions:	Not applicable
(x i )	Other Final Terms:	Not applicable
	TERMS AND CONDITIONS OF THE OFFER
(i)	Offer Price:	Issue Price
(i)	Offer Period:	An offer of the Notes will be made by the Plan Manager (as defined in Part B, paragraph 8(v) hereof) other than pursuant to Article 3(2) of the Prospectus Directive during the period from 9.00 a.m. (GMT) on 18 February 2013 until 5.00 p.m. (GMT) on 12 April 2013.
(iii)	Conditions to which the offer is subject:	The Notes will be available only through an investment in the Investec FTSE 100 Enhanced Income Plan 2 (Execution Only) - Invested Option (the "Plan"), details of which are available from an intermediary.

8.

$(iv)$ Description of the application process: Prospective investors should complete and sign an application form obtainable from their intermediary and send it to their intermediary who will send it to Investec Administration. Duly completed applications together with cheques for the full amount of the investor's subscription must be received by Investec Administration no later than:

• 5:00 p.m. (GMT) on 12 April 2013 (other $(a)$ than in respect of ISA transfers and 2012/2013 ISA investments); or
• 5:00 p.m. (GMT) on 5 April 2013 in $(b)$ respect of 2012/2013 ISA investments; or
• $(c)$ 5:00 p.m. (GMT) on 28 March 2013 in respect of ISA transfers.

Investec Administration will send investors written acknowledgement by the end of the next working day following receipt of the completed application form. After the Issue Date, investors will be sent an opening statement showing each investor's holdings in the Notes.

Invested Bank plc as plan manager (the "Plan Manager") in relation to the Plan may accept duly completed applications subject to the Terms and Conditions set out in the brochure relating to the Plan (the "Plan Brochure"). The Plan Manager reserves the right to reject an application for any reason, in which case the subscription monies will be returned. Further details of the cancellation rights and the application process are set out in the Plan Brochure.

Minimum of GBP3,000 to a maximum of GBP1,000,000

Prospective investors paying by means of cheque must provide for four Banking Days (as defined in the Plan Brochure) prior to the close of the Offer Period for purposes of cheque clearance.

Prospective Noteholders will be notified by the Plan Manager of their allocation of Notes. The Notes will be collectively held for investors in the name of Ferlim Nominees Limited, except to the extent that alternative delivery and settlement arrangements have been agreed between individual investors and the Plan Manager, as described more fully in the Plan Brochure.

The final size will be known at the end of the Offer Period.

A copy of these Final Terms will be filed with the Financial Services Authority in the UK (the "FSA"). On or before the Issue Date, a notice

Description of possibility to reduce $(v)$ subscriptions and manner for refunding excess amount paid by applicants:

of the minimum and/or $(vi)$ Details maximum amount of application:

$(vii)$ Details of the method and time limits for paying up and delivering the Notes:

Manner in and date on which results of (viii) the offer are to be made public:

27103-5-8518-v1.0

pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FSA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).

Not applicable

• Procedure for exercise of any right of $(ix)$ negotiability pre-emption, of subscription rights and treatment of subscription rights not exercised:
• Categories of potential investors to $(x)$ which the Notes are offered and whether tranche(s) have been reserved for certain countries:
• Process for notification to applicants of $(x_i)$ the amount allotted and the indication whether dealing may begin before notification is made:
• $(xii)$ Amount of any expenses and taxes specifically charged to the subscriber or purchaser:
• $(xiii)$ Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

$\ddot{\phantom{a}}$

The Notes will be offered to retail investors in the UK, Jersey, Guernsey and the Isle of Man. The Notes will only be available to investors through an investment in the Plan, as described more fully in the Plan Brochure.

At the end of the Offer Period, the Plan Manager will proceed to notify the prospective Noteholders as to the amount of their allotment of the Notes

None

Investec Bank plc, 2 Gresham Street, London EC2V 7QP

$1.$ Final Redemption Amount payable on Maturity Date:

Unless previously redeemed or repurchased in accordance with the terms and conditions of the Notes, the Final Redemption Amount payable by the Issuer in respect of each Note on its Maturity Date shall be an amount in the Specified Currency determined by the Calculation Agent. The Final Redemption Amount shall be calculated as follows:

• $(a)$ if (i) the Barrier Condition is satisfied: or (ii) (A) the Barrier Condition is not satisfied, and (B) the Final Index Level is greater than or equal to the Initial Index Level, the Final Redemption Amount shall be Digital Return 1; and
• $(b)$ if (i) the Barrier Condition is not satisfied. and (ii) the Final Index Level is less than the Initial Index Level, the Final Redemption Amount shall be calculated in accordance with the following formula:

The Index Level is greater than or equal to the Barrier Level during the Observation Period

Specified Denomination multiplied by 100 per.

The daily arithmetic average of the official

The official closing Index Level on the Strike

Single Index Linked Note. The Terms set out in

Part E, Section III: Terms for Single Index Linked Notes of the Base Prospectus (the "Terms") apply

closing Index Level on each Averaging Date

The American Barrier Condition

Specified Denominati on $\times \frac{FIL}{WL}$

$\left($ American Barrier Condition:

• Barrier Condition: $(ii)$
• $(vi)$ Digital Return 1:
• $(vii)$ Final Index Level or FIL:
• Initial Index Level or IIL: (viii)
• Type of Index-Linked Note: 2.

SINGLE INDEX LINKED NOTES PROVISIONS

$\overline{3}$ .

(i)	Additional Disruption Events:	Hedging Disruption and Increased Cost of Hedging
(ii)	Automatic Early Redemption:	Not applicable

cent

Date

to the Notes

Omission

• Each Scheduled Trading Day from and including Averaging Dates: 26 October 2018 to and including 26 April 2019
• Averaging Dates Market Disruption: $(iv)$

$(iii)$

Enhanced Income Plan 2 (Execution Only) - Invested Option

• $(v)$ Barrier Level:
• $(vi)$ Business Day:
• $(vii)$ Constant Monitoring:
• $(viii)$ Exchange(s):
• $(ix)$ Index:
• Index Sponsor: $(x)$
• $(x_i)$ Initial Index Level:
• $(xii)$ Multi-Exchange Index:
• $(xiii)$ Non Multi-Exchange Index:
• $(xiv)$ Observation Date(s):
• Observation Period: $(xv)$
• $(xvi)$ Official Closing Level Only:
• $(xvii)$ Strike Date:

(xviii) Strike Price:

• $(xix)$ Valuation Date:
• $(xx)$ Valuation Time:
• Valuation Time Only: $(xxi)$

50 per cent. of Initial Index Level

A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London.

Not applicable

The London Stock Exchange plc

FTSE™ 100 Index

FTSE International Limited

The official closing Index Level on the Strike Date

No

N₀

Not applicable

The period from and including 30 April 2013 to and including 26 April 2019

Applicable

29 April 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Term 2 (Disrupted Days) of the Terms

The Initial Index Level

Not applicable

Not applicable

Not applicable

DISCLAIMER STATEMENTS

STATEMENTS REGARDING THE FTSETM 100 INDEX

The Notes are not sponsored, endorsed or promoted by the FTSETM ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and none of the FTSE, the Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSETM 100 Index (the "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is compiled and calculated solely by FTSE. However, none of the FTSE, the Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the FTSE, the Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSE^TM" and "Footsie^TM" are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.

(Source: The Financial Times Limited)