Investec PLC — Capital/Financing Update 2013

Jun 4, 2013

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

3 June 2013

Investec Bank plc

Issue of USD13,000,000 Capital Less Down and In Barrier Plus Callable/Kick-Out Upside Notes under the £4,000,000,000

Zebra Capital Plans Retail Structured Products Programme

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 13 June 2012 (the "Base Prospectus"), and the supplements thereto dated 11 July 2012, 19 November 2012. 28 December 2012 and 24 May 2013, which together constitute a 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 supplemented from time to time.

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 from time to time. The Base Prospectus and any supplements thereto are available for viewing at and copies may be obtained during normal working hours from Invested Bank plc, 2 Gresham Street, London EC2V 7QP or from Computershare Investor Services plc. The Pavilions, Bridgwater Road, Bristol BS13 8AE.

1.	Issuer:		Investec Bank plc
2.	Series Number: (a)		ZCP2013-18
	(b)	Tranche Number:	1
3.		Specified Currency or Currencies:	United States Dollar ("USD")
4.	(a)	Aggregate Nominal Amount of Notes admitted to trading: Series:	USD13,000,000
	(b)	Tranche:	USD13,000,000

100 per cent. of the Aggregate Nominal

USD150,000 and integral multiples of

Final Redemption Amount linked to

Shares

Condition

in

6

Preference

with

(Redemption and Purchase)

USD1,000 in excess thereof.

Amount

USD1,000

3 June 2013

Not applicable

4 June 2018

Zero Coupon

accordance

Not applicable

Not applicable

$of$

value

Issue Price: 5.

Specified Denominations: 6. $(a)$

Calculation Amount: $(b)$

$7¹$ $(a)$ Issue Date:

• Interest Commencement Date: $(b)$
• Maturity Date: 8.
• 1. Interest Basis:

• Redemption/Payment Basis:

• Change of Interest Basis or Redemption/Payment Basis:

Security Status:

1. Call Option:

$(b)$

Status of the Notes: Senior 13. $(a)$

Unsecured Notes

1. Method of distribution: Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15. Fixed Rate Note Provisions	Not applicable
16. Floating Rate Note Provisions	Not applicable
17. Dual Currency Interest Note Provisions	Not applicable

PROVISIONS RELATING TO REDEMPTION

18. Issuer Call:				Not applicable
	19. (a)		Final Redemption Amount of Final Redemption Amount linked
		each Note:						value of Preference Shares

to in 6 accordance with Condition (Redemption and Purchase)

• Classes of Preference Shares to $(b)$ which this Series of Notes are and their respective linked Preference Share Weightings:
• Rounding: $(c)$

Class	Preference Share Weighting
Class 2013-18	100%

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 the Notes principal amount of outstanding, rounded down to the USD0.01 and paid nearest to CRESTCo. Limited for distribution by it entitled accountholders to in accordance with CRESTCo. Limited's usual rules and procedures.

If Uncertificated Registered Notes are at any time exchanged for Definitive Final Registered Notes. the Redemption Amount will be calculated relation Specified to each in. Denomination rounded to the and nearest USD0.01.

Uncertificated Registered Notes

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes:

2. 1. Additional Financial Centre(s) or other Not applicable
3. special provisions relating to Payment Days:
4. No
5. 1. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):
6. 1. Details relating to Instalment Notes:
7. Not applicable Instalment Amount(s): $(a)$ Not applicable Instalment Date(s): $(b)$

24. Other final terms:

Ιf

DISTRIBUTION

• $25. (a)$
• syndicated, names Managers:

Not applicable of

Not applicable

• Date of Subscription Agreement: $(b)$
• 1. If non-syndicated, name of relevant Dealer:
• 1. U.S. Selling Restrictions:
• 1. Additional selling restrictions:

Not applicable

Investec Bank Limited, 100 Grayston Drive, Sandown, Sandton, South Africa

Reg. S Compliance Category: 2

TEFRA not applicable

The Republic of South Africa:

In relation to the offer of the Notes into South Africa. the Dealer has represented and warranted that it has not solicited any purchase of or advertised the Notes other than to a select, restricted and targeted group of investors in South Africa and, in relation to the offer of the Notes, it has taken all reasonable steps necessary to comply with the relevant provisions of the Banking Act, the Companies Act, the Exchange Control Regulations and any other applicable laws and regulations of South Africa relevant to the offer and sale of the Notes.

ΤΑΧΑΤΙΟΝ

1. Taxation:

Condition 7A (Taxation - No Gross up) applies

SECURITY PROVISIONS

1. 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 listing on the Official List of the Financial Services Authority of the Notes described herein pursuant to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc.

$\bar{\mathbf{A}}$

RESPONSIBILITY

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

Signed on behalf of the Issuer:

By: $\infty$

Duly authorised

Jennifer Peacock Authorised Signatory

By:

Duly authorised

Anant Patel Authorised Signatory

PART B - OTHER INFORMATION

LISTING $\mathbf{1}$ .

$(i)$ Listing:

London

$(ii)$ 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 plc on or about the Issue Date.

$2₁$ RATINGS

Ratings:

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 Investors Service Moody's 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 3. ISSUE/OFFER

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

Not applicable.

PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE, EXPLANATION OF 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 the percentage change in value of the Class 2013-18 Preference Share issued by Zebra Capital II Limited as of the Maturity Date of the Notes or (in the case of a redemption of the Notes other than pursuant to Condition 6(b) (Redemption at maturity)) as of the date of their redemption against the value of the Class 2013-18 Preference Share as of the Issue Date. all as provided in the Conditions of the Notes. The Redemption Price (as defined in the Preference Share Confirmation set out in Part C hereto) of the Class 2013-18 Preference Share will be calculated by reference to the value or level of the S&P 500® Index (the "Index").

If on any Automatic Early Redemption Valuation Date (as specified in the Preference Share Confirmation set out in Part C hereto), the level of the Index as of the Valuation Time is greater than or equal to the relevant Automatic Early Redemption Level (as defined in the Preference Share Confirmation set out in Part C hereto), an Automatic Early Redemption Event shall be deemed to have occurred and the Class 2013-18 Preference Share shall be redeemed. and the Automatic Early Redemption Price equal to the Automatic Early Redemption Amount in respect of the Class 2013-18 Preference Share shall become payable by the Company, on the corresponding Automatic Early Redemption Date (as specified in the Preference Share Confirmation set out in Part C hereto). Upon such redemption of the Class 2013-18 Preference Share. the Notes shall be redeemed at the Final Redemption Amount in accordance with Condition 6(e) (Automatic Early Redemption of Preference Shares) of the Notes, which amount shall be payable on the day that is three Business Days following such Automatic Early Redemption Date.

If the Final Index Level (as defined in the Preference Share Confirmation set out in Part C hereto) is greater than or equal to the Initial Index Level (as defined in the Preference Share Confirmation set out in Part C hereto), then the Redemption Price of the Class 2013-18 Preference Share will be an amount equal to 141.50% of its par value (irrespective of the occurrence of a Trigger Event (as defined in the Preference Share Confirmation set out in Part C hereto)).

If (i) a Trigger Event has not occurred, and (ii) the Final Index Level is less than the Initial Index Level, then the Redemption Price of the Class 2013-18 Preference Share will be an amount equal to 100% of its par value.

If (i) a Trigger Event has occurred, and (ii) the Final Index Level is less than the Initial Index Level, then the Redemption Price of the Class 2013-18 Preference Share will reflect the decrease in the Final Index Level as compared to the Initial Index Level on a one-for-one basis.

See Part C of these Final Terms for a further description regarding the

5.

calculation of the Redemption Price of the Class 2013-18 Preference Share.

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

OPERATIONAL INFORMATION 6.

ISIN Code: $(i)$

$(ii)$

GB00B8DRTC82

• SEDOL Code: B8DRTC8
• $(iii)$ Common Code: Not applicable
• $(iv)$ Anv clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant : identification number(s):

The Notes will be Uncertificated Registered Notes held in CRESTCo. Limited

• $(v)$ Delivery: Delivery free of payment
• Settlement procedures: Medium Term Note $(vi)$
• $(vii)$ Additional Paying Agent(s) None $(it any):$
• $(viii)$ Common Depositary: Not applicable

• $(ix)$ Calculation Agent: Investec Bank plc

• is Calculation Agent to Yes make calculations?

Other relevant Terms and $(x)$ Not applicable Conditions:

Other Final Terms: $(xi)$ Not applicable

$7₁$ TERMS AND CONDITIONS OF THE OFFER

Not applicable.

PART C - PREFERENCE SHARE CONFIRMATION

Appended hereto is the Preference Share Confirmation relating to the Class of Preference Shares to which the Notes will be linked.

PREFERENCE SHARE CONFIRMATION FOR INDEX LINKED PREFERENCF SHARES

Preference Share Confirmation to be dated on or before 3 June 2013

ZEBRA CAPITAL II LIMITED (the "Company") CLASS 2013-18 PREFERENCE SHARES

relating to the

£4,000,000,000 Zebra Capital Plans Retail Structured Products Programme of Investec Bank plc

We hereby confirm pursuant to Article 6 of the Articles of Association of the Company that the details set out below are the terms and conditions of the Class 2013-18 Preference Shares of the Company. Such terms and conditions supplement, complete, modify and/or (as the case may be) amend the general terms and conditions of the Memorandum and Articles of Association of the Company and such additional terms and conditions as are specified herein to apply to such Class of Preference Shares depending on whether such Preference Shares are Index Linked Shares or Basket Index Linked Shares and, if applicable, Credit Linked Shares and which additional terms and conditions are appended to the Memorandum and Articles of Association of the Company. Unless the context otherwise requires, terms defined in such additional terms and conditions will have the same meanings when used herein.

• $1₁$ Number of Preference Shares: One $2₁$ Preference Share Currency: Pounds sterling ("GBP")
• $3₁$ Par Value of Each Preference GBP 1.000 Share:

Issue Price:	GBP 1,000 per Preference Share

• 3 June 2013
• 1. Final Redemption Date:

Issue Date:

4 June 2018, provided that if such date is not a Business Day (as defined below), the Final Redemption Date shall be the next following Business Day

Redemption Price payable on Final As set out in Annex A hereto $7.$ Redemption Date:

5.

Preference Share Calculation 8. Agent:

Type of Preference Shares:

Investec Bank plc

Single Index Linked Shares

INDEX LINKED PROVISIONS

9.

• $10₁$ Additional Disruption $(i)$ Hedging Disruption and Increased Cost of Events: Hedging
• Automatic Early $(ii)$ Applicable. As set out in Annex A hereto Redemption:
• $(iii)$ Averaging Dates: Not applicable
• $(iv)$ Averaging Dates Market Not applicable Disruption:
• $(v)$ Barrier Level: 60 per cent. of Initial Index Level.
• Business Day: A day on which commercial banks and $(v_i)$ foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London, the Cayman Islands and New York.

S&P 500® Index

• Constant Monitoring: Not applicable $(vii)$
• $(viii)$ Exchange(s): The New York Stock Exchange
• $(ix)$ Index:
• $(x)$ Index Sponsor: Standard and Poor's ("S&P")

$(x_i)$ Initial Index Level: The official closing Index Level on the Strike Date

No.

• Multi-Exchange Index: $(xii)$
• Non Multi-Exchange Index: $(xiii)$ Yes
• Observation Period: $(xiv)$
• $(xv)$ Official Closing Level Only:

Applicable

and including 4 June 2018

$(xvi)$ Strike Date: 3 June 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day. subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and

The period from and including 4 June 2013 to

conditions of the Preference Shares

(xvii) Strike Price:

The Initial Index Level

Signed on behalf of the Company:

By: .................................... Duly authorised

Annex A to the Preference Share Confirmation

Automatic Early Redemption

If on any Automatic Early Redemption Valuation Date (as specified in the table below) (from and including 3 June 2014 to and including 5 June 2017), the level of the Index as of the Valuation Time on the relevant Automatic Early Redemption Valuation Date is greater than or equal to the relevant Automatic Early Redemption Level (as specified in the table below), an Automatic Early Redemption Event shall be deemed to have occurred and the Class 2013-18 Preference Shares shall be redeemed, and the Automatic Early Redemption Price equal to the Automatic Early Redemption Amount in respect of each Class 2013-18 Preference Share in the Preference Share Currency shall become payable by the Company, on the corresponding Automatic Early Redemption Date in accordance with the following table:

ť	Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date**	Automatic Early Redemption Amount	Automatic Early Redemption Level .
1	3 June 2014	5 June 2014	108.3 per cent. of Issue Price	100% x IIL (as defined below)
2	3 June 2015	5 June 2015	116.6 per cent. of Issue Price	100% x IIL
3	3 June 2016	7 June 2016	124.9 per cent. of Issue Price	100% x IIL
4	5 June 2017	7 June 2017	133.2 per cent. of Issue Price	100% x IIL

*Provided that if the Automatic Early Redemption Valuation Date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day shall be the Automatic Early Redemption Valuation Date

**Provided that if the Automatic Early Redemption Date is not a Business Day, the immediately following Business Day shall be the Automatic Early Redemption Date

Redemption Price payable on Final Redemption Date

Unless previously redeemed or repurchased in accordance with the terms and conditions of the Class 2013-18 Preference Shares, the Redemption Price payable by the Company in respect of each Class 2013-18 Preference Share on its Final Redemption Date shall be an amount in the Preference Share Currency determined by the Preference Share Calculation Agent in accordance with the applicable formula, as follows:

(a) if the Final Index Level is greater than or equal to the Initial Index Level (irrespective of the occurrence of a Trigger Event):

Issue Price $\times$ 141.50%

(b) if (i) a Trigger Event has not occurred, and (ii) the Final Index Level is less than the Initial Index Level:

Issue Price × 100%

(c)) if (i) a Trigger Event has occurred; and (ii) the Final Index Level is less than the Initial Index Level:

Issue Price $\times \frac{F|L}{|H|}$

where:

"Barrier" means 60 per cent. of the Initial Index Level;

"Barrier End Date" means 4 June 2018 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares:

"Barrier Period" means the period from and including the Barrier Start Date to and including the Barrier End Date;

"Barrier Start Date" means 4 June 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares;

"Final Index Level" or "FIL" means the official closing Index Level on the Final Redemption Date;

"Final Redemption Date" means 4 June 2018, provided that if such date is not a Business Day, the Final Redemption Date shall be the next following Business Day;

"Initial Index Level" or "IIL" means the official closing Index Level on the Strike Date;

"Issue Price" means the issue price of one Preference Share as specified in the relevant Preference Share Confirmation:

"Strike Date" means 3 June 2013 or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day, subject to adjustment in accordance with Paragraph 2 (Disrupted Days) of the additional terms and conditions of the Preference Shares; and

"Trigger Event" means the determination by the Preference Share Calculation Agent that at any given time during the Barrier Period the Index Level falls below the Barrier.

Annex B to the Preference Share Confirmation

STATEMENTS REGARDING THE S&P 500® INDEX

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS, INCLUDING BUT NOT LIMITED TO. ORAL OR. WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS. THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

The S&P 500® is a trademark of Standard & Poor's and has been licensed for use by Investec Bank plc and Zebra Capital II Limited.

(Source: Standard & Poor's)