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Investec PLC — Capital/Financing Update 2013
Mar 20, 2013
5231_rns_2013-03-20_ffadb60c-0af7-4cee-a810-6c708a9b554c.pdf
Capital/Financing Update
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Notes issued pursuant to these Final Terms are securities to be listed under Listing Rule 17
19 March 2013
Invested Bank plc Issue of GBP3,025,000 Floored Floating Rate Notes due 20 March 2015 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 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 in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus 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. 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.
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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 Base Prospectus Supplements thereto 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. 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. 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 Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.
| 1. | Issuer: | Investec Bank plc | |
|---|---|---|---|
| 2. | (a) Series Number: | 16 | |
| (b) Tranche Number: | 1 | ||
| 3. | Specified Currency or Currencies: | Sterling ("GBP") | |
| 4. | Aggregate Nominal Amount: | ||
| (a) Series: | GBP3,025,000 | ||
| (b) Tranche: | GBP3,025,000 | ||
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | |
| 6. | (a) | Specified Denominations: | GBP100,000 and integral multiples of GBP1,000 in excess thereof |
| (b) | Calculation Amount: | GBP1,000 | |
| 7. | (a) | Issue Date: | 20 March 2013, subject to adjustment in accordance with the Business Day convention specified below. |
| (b) | Interest Commencement Date: | Issue Date | |
| 8. | Maturity Date: | 20 March 2015 | |
| 9. | Interest Basis: | 3-month GBP LIBOR $+$ 0.75 per cent. per annum Floating Rate (further particulars specified below) |
|
| 10. | Redemption/Payment Basis: | Redemption at par | |
| $\mathbf{H}$ . | Change of Interest Basis 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 |
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| Method of distribution: | Non-syndicated | |
|---|---|---|
| ------------------------- | -- | ---------------- |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 16. | Fixed Rate Note Provisions | Not Applicable | |
|---|---|---|---|
| 17. | Floating Rate Note Provisions | Applicable | |
| (a) | Specified Period(s)/Specified Interest Payment Dates: |
Interest will be payable quarterly in arrears on 20 June, 20 September, 20 December and 20 March in each year commencing on 20 June 2013 up to and including 20 March 2015, in each case adjusted in accordance with the Business Day Convention specified below. |
|
| (b) | First Interest Payment Date: | 20 June 2013 | |
| (c) | Business Day Convention: | Modified Following Business Day Convention | |
| (d) | Additional Business Centre(s): | Not Applicable | |
| (e) | Manner in which the Rate of Interest and Interest Amount is to be determined: |
Screen Rate Determination | |
| (f) | Party responsible for calculating the Rate of Interest and Interest Amount (if not the Calculation Agent): |
Investec Bank plc | |
| (g) | Screen Rate Determination: | Applicable | |
| Reference Rate: | 3-month GBP LIBOR | ||
| Interest Determination $Date(s)$ : |
First day of each Interest Period | ||
| Relevant Screen Page: | Bloomberg Page BP0003M (British Bankers Association LIBOR) appearing as of 11.00 a.m. (London Time) or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying comparable rates |
||
| (h) | ISDA Determination: | Not Applicable | |
| (i) | Margin(s): | $+0.75$ per cent. per annum | |
| (j) | Minimum Rate of Interest: | 2.65 per cent. per annum | |
| (k) | Maximum Rate of Interest: | Not Applicable | |
| (1) | Day Count Fraction: | Actual/365 (Fixed) | |
| (m) | Determination Date: | Not Applicable | |
| (n) | Fallback provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions: |
Not Applicable |
| 18. | Dual Currency Note Provisions | Not Applicable | |
|---|---|---|---|
| 19. | Zero Coupon Note Provisions | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 20. | Final Redemption Amount of each Note: | GBP1,000 per Calculation Amount | |
| 21. | 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): |
Fair Market Value | ||
| 22. | Issuer Call Option | Not Applicable | |
| 23. | Noteholder Put Option | Not Applicable | |
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 24. | Form of Notes: | Bearer Notes | |
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
|||
| 25. | Additional Financial Centre(s) or other special | Not Applicable | |
| 26. . | provisions relating to Payment Days: Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No | |
| 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 of Managers: | Not Applicable |
| (b) | Date of Subscription Agreement: | Not Applicable | |
| 31. | If non-syndicated, name and address of relevant Dealer: |
Investec Bank plc, 2 Gresham Street, London EC2V 7QP |
|
| 32. | Total commission and concession: | Not Applicable | |
70-40374494
Reg. S Compliance Category: 2;
TEFRAD
Not Applicable
Additional selling restrictions: 34.
TAXATION
- 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:
By: . . . . . . . . . .
Duly duthorised
Paul Geddes Authorised Signatory
By:
Duly authorised
Andrew Lillywhite Authorised Signatory
PART B-OTHER INFORMATION
London
LISTING $\mathbf{L}$
Listing: $(i)$
$(i)$ Admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Financial Services Authority and to trading on the regulated market of the London Stock Exchange plc with effect from on or about the Issue Date.
$\overline{2}$ . RATINGS
The long-term senior debt of the Issuer has been rated:
| Moody's: | Baa3 |
|---|---|
Fitch: BBB-
Global Credit Rating Co.: BBB+
Each of Moody's and Fitch is a credit rating agency established and operating in the European Union and registered in accordance with Regulations (EU) No. 1060/2009, as amended (the "CRA Regulation"). The Global Credit Rating Co. is not established in the EU and is not certified under the CRA Regulation and the rating it has given is not endorsed by a credit rating agency established in the EU and registered under the CRA Regulation.
The Notes to be issued have not been rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $\overline{3}$ . 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 material to the offer.
REASONS FOR THE OFFER. ESTIMATED NET PROCEEDS AND TOTAL $4.$ EXPENSES
- See "Use of Proceeds" in the Base Prospectus $(i)$ Reasons for the offer:
- GBP3,025,000 less Estimated total expenses $(i)$ Estimated net proceeds:
- GBP1.800 $(iii)$ Estimated total expenses:
5. HISTORIC INTEREST RATES
Details of historic LIBOR rates can be obtained from Bloomberg.
PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
The Issuer does not intend to provide post-issuance information.
6.
$\overline{7}$ .
OPERATIONAL INFORMATION
| (i) | ISIN Code: | XS0892095521 |
|---|---|---|
| (iii) | Common Code: | 089209552 |
| (iv) | Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): |
Not Applicable |
| (v) | Delivery: | Delivery against Payment |
| (v i ) | Settlement procedures: | Cash Settlement |
| (vii) | Additional Paying Agent(s) (if any): |
Not Applicable |
| (viii) | Common Depositary: | Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB |
| (ix) | Calculation Agent: | Investec Bank plc. Investec Bank plc shall be the for the Notes. Unless Agent" "Calculation otherwise stated, the Calculation Agent shall make all determinations required by it in connection with |
| the Notes in good faith and in a commercially reasonable manner. |
||
| is Calculation Agent to make calculations? |
Yes | |
| if not, identify 0 calculation agent: |
Not Applicable | |
| (x) | Other relevant General Terms and Conditions: |
Not Applicable |
| (x i ) | Other Final Terms: | Not Applicable |
$8.$
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Not Applicable
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