Investec PLC — Capital/Financing Update 2013

Sep 24, 2013

FINAL TERMS

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

20 September 2013

Investee Bank plc Issue of GBP 15,000,000 Floating Rate 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 any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (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 (as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) and includes any relevant implementing measures in the Relevant Member State.

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 the 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.

UK-3020-New

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 in relation to the $£2,000,000,000$ Impala Structured Notes Programme dated 23 July 2013 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Article 5(4) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) (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 is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and copies may be obtained from www.investec.co.uk/impala and during normal working hours from Investec Bank plc, 2 Gresham Street, London EC2V 7QP, and from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB. A summary of the offer of the Notes is annexed to the Final Terms.

٠١.	ssuer:		Invested Bank plc
2.		(a) Series Number:	31S
		(b) Tranche Number:	$\mathbf{I}$
3.		Specified Currency or Currencies:	GBP
4.		Aggregate Nominal Amount:
	(a) Series:		15,000,000
	(b) Tranche:		15,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	GBP 1,000 plus integral multiples of GBP 100 in excess thereof
	(b)	Calculation Amount:	GBP 100
7.	(a)	Issue Date:	23 September 2013
	(b)	Interest Commencement Date:	Issue Date
8.		Maturity Date:	16 June 2023
9.		Interest Basis:	Floating Rate
10.		Redemption/Payment Basis:	Redemption at par
11.		Change of Interest Basis or Redemption/Payment Basis:	Not applicable
12.	Call Option:		Applicable
13.	Put Option:		Not applicable
14.	(a)	Security Status:	Secured Notes. The Issuer has designated the Notes as covered bonds.
	(b)	Date 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			Not applicable
17.			Floating Rate Note Provisions	Applicable
	(a)		Specified Period(s)/Specified Interest Payment Dates:	16 December, March, June and September in each year up to and including the Maturity Date
	(b)	First Interest Payment Date:		16 December 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): Screen Rate Determination:		Not applicable
	(g)			Applicable
		٠	Reference Rate:	3-month LIBOR
	Interest Determination			first day of each Interest Period
		۰	$Date(s)$ : Relevant Screen Page:	Bloomberg Page BP0003M
	(h)		ISDA Determination:	Not applicable
	(i)	Margin(s):		$+2.90$ per cent. per annum
	(i)		Minimum Rate of Interest:	Not applicable
	(k)		Maximum Rate of Interest:	Not applicable
	(1)		Day Count Fraction:	Actual/365 (Fixed)
	(m)		Determination Date:	Not applicable
18.		Coupon Deferral		Applicable
			Coupon Reference Obligation	XS0914791412
PROVISIONS RELATING TO REDEMPTION

• GBP 100 per Calculation Amount Final Redemption Amount of each Note: 19.
• $20.$ Early Redemption Amount:

Fair Market Value

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):

21.		Issuer Call Option		Applicable
	(a)		Optional Redemption Date(s):	Any Business Day prior to the Maturity Date.
	(b)		Notice period (if other than as set	Not applicable
	(c)	out in the Conditions): Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):		Fair Market Value
	(d)		If redeemable in part:
		$\left( \mathbf{I} \right)$	Minimum Redemption Amount:	Not applicable
		(ii)	Maximum Redemption Amount:	Not applicable
22.		Noteholder Put Option		Not applicable
			GENERAL PROVISIONS APPLICABLE TO THE NOTES
23.		Form of Notes:		Global Note Notes: Temporary Bearer exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
24.	Days:		Additional Financial Centre(s) or other special provisions relating to Payment	Not applicable
25.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):			No
26.			Details relating to Instalment Notes:
	(a)		Instalment Amount(s):	Not applicable
	(b)		Instalment Date(s):	Not applicable
	DISTRIBUTION
27.	(a)	If syndicated, names of		Not applicable
	(b)	Managers:	Date of Subscription Agreement:	Not applicable
28.	If non-syndicated, name and address of relevant Dealer:			Investec Bank plc, 2 Gresham Street, London EC2V 7QP. The Dealer will initially subscribe for up to the entire aggregate principal amount of the Tranche as unsold allotment. The Dealer may subsequently place such Notes in the secondary market or such Notes may subsequently be repurchased by the Issuer and cancelled.
29.			Total commission and concession:	Not applicable
30.			U.S. Selling Restrictions:	Reg. S Compliance Category: 2;
				TEFRAD

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TAXATION

Taxation: $31.$

Condition 7A (Taxation - No Gross up) applies

SEC

$32₁$

URITY
	Security Provisions:		Applicable
(a)	Whether Collateral Pool secures this Series of Notes only or this Series and other Series:		This Series and other Series.
(b)	Date of Supplemental Trust Deed relating to the Collateral Pool securing the Notes and Series Number of first Series of Secured Notes secured thereby:		Supplemental Trust Deed dated on or about the Issue Date securing Series Number 31S among others
(c)		Eligible Collateral:	Valuation Percentage	Maximum Percentage
	$\left( i\right)$	Cash in an Eligible Currency	100%	100%
	(ii)	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of not more than one year	100%	100%
	(iii)	Negotiable debt obligations issued by the government of the United having an original maturity at issuance of more than one year but not more than 10 years	100%	100%
	(iv)	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of more than 10 years	100%	100%
	(v)	Negotiable senior debt obligations issued or guaranteed by any of the following entities:
		Name of Entity	Valuation Percentage	Maximum Percentage
		Scottish Widows plc	100%	100%
	(v i )	Negotiable subordinated debt obligations issued by any of the following

entities:

		Name of Entity	Valuation Percentage	Maximum Percentage
		Scottish Widows plc	100%	100%
	Valuation Dates: (d)		Every Business Day from and including the Issue Date to but excluding the date on which the Notes are due to be redeemed
	(e)	Eligible Currency(ies):	GBP
	(f)	Base Currency:	GBP
	(g)	Minimum Transfer Amount:	GBP 10,000
	(h)	Independent Amount:	GBP 50,000
33.		Collateral Credit-Linkage	Applicable
	(a)	Credit-Linkage:	ISDA Credit-Linkage
	(b)	Collateral Reference Entities:
			Name of Reference Entity	Collateral Reference Entity Weighting (%)
			Scottish Widows plc	100
	(c)	Collateral Reference Obligation:	XS0914791412	k,
	(d)	Relevant Debt:	Subordinated
	(e)	Recovery Rate:	Specific Recovery Rate shall apply.

Signed on behalf of the Issuer: By: Duly authorised

Andrew Lillywhite
Authorised Signatory

$\overline{\mathbf{A}}$ $Duly \xrightarrow{autperised}$ $By: \t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t\t$

Paul Geddes
Authorised Signatory

PART B-OTHER INFORMATION

LISTING $\mathbf{L}$

• Official List of the FCA $(i)$ Listing:
• Application is expected to be made by the Issuer (or Admission to trading: $(i)$ on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from the Issue Date.

RATINGS $2.$

Ratings:

The Notes to be issued have not been rated.

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

Save as discussed in the "Subscription and Sale" section of the Base Prospectus, relating to the Issuer's agreement to reimburse the Dealers to certain of their expenses in connection with the update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith, 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 $\overline{4}$ .

• Information not required Reasons for the offer: $(i)$ Information not required Estimated net proceeds: $(ii)$ $(iii)$ Estimated total expenses: Information not required
• HISTORIC INTEREST RATES 5.

Information on past and future performance and volatility of the LIBOR interest rates can be obtained from Bloomberg.

PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER 6. INFORMATION CONCERNING THE UNDERLYING

Information about the past and the further performance of the underlying and its volatility can be found on Bloomberg.

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

OPERATIONAL INFORMATION 7.

(i)	ISIN Code:	XS0963352884
(ii)	SEDOL Code:	BDC7QG7
(iii)	Common Code:	096335288
(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 )	Additional Paying Agent(s) (if any):	Not applicable
(vii)	Common Depositary:	Deutsche Bank AG, London Branch

(viii)	Calculation Agent:
--------	--------------------	--

8.

Investec Bank plc

• Yes is Calculation Agent to
  make calculations? $\bullet$
• Not applicable if not, identify calculation agent:

TERMS AND CONDITIONS OF THE OFFER Not applicable

ANNEX 1

ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Statements regarding the Collateral Reference Entity:	Applicable - Scottish Widows plc
Statements Regarding the FTSE 100 Index:	Not Applicable
Statements regarding the S&P 500 Index:	Not Applicable
Statements regarding the Euro Stoxx Index:	Not Applicable
Statements regarding the MSCI Emerging Market Index:	Not Applicable
Statements regarding the Hang Seng China Enterprises (HSCEI) Index:	Not Applicable
Statements regarding the Deutscher Aktien Index (DAX).	Not Applicable
Statements regarding the S&P/ASX 200 (AS51) Index:	Not Applicable
Statements regarding the CAC 40 Index:	Not Applicable
Statements regarding the Nikkei 225 Index:	Not Applicable
Statements regarding the JSE Top40 Index:	Not Applicable
Statements regarding the BNP Paribas SLI Enhanced Absolute Return Index:	Not Applicable
Statements regarding the Finvex Sustainable Efficient Europe 30 Price Index:	Not Applicable

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SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections $A - E(A, I - E, Z)$ .

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some
Elements are not required to be addressed, there may be gaps in the numbering sequence of the

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no
relevant information can be given regarding the Element. In this case, a short descr the mention of "Not Applicable".

	Section A - Introduction and Warnings
A.1	Introduction:	This summary must be read as an introduction to the Base Prospectus in relation to the Notes and any decision to invest in the Notes should be based on a consideration of the Base Prospectus, including the documents incorporated by reference herein, and this summary, as a whole.
		Where a claim relating to the information contained in the Base Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid Investors when considering whether to invest in the Notes.
A.2	Consent:	The Issuer gives its express consent, either as a "general consent" or as a "specific consent" as described below, to the use of the prospectus by a financial intermediary that satisfies the Conditions applicable to the "general consent" or "specific consent", and accepts the responsibility for the content of the Base Prospectus, with respect to the subsequent resale or final placement of securities by any such financial intermediary to retail investors in the United Kingdom and/or Ireland (the "Public Offer Jurisdictions") in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus (any such offer being a "Public Offer").
		General consent: Subject to the "Common conditions to consent" set out below, the Issuer hereby grants its consent to the use of the Base Prospectus for the entire term of the Base Prospectus in connection with a Public Offer of any Tranche of Notes by any financial intermediary in the Public Offer Jurisdictions in which it is authorised to make such offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation implementing Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):
		"We, [insert legal name of financial intermediary], refer to the base prospectus (the "Base Prospectus") relating to notes issued under the £2,000,000,000 lmpala Structured Notes Programme (the "Notes") by Invested Bank plc (the "Issuer"). We agree to use the Base Prospectus in connection with the offer of the Notes in the public offer jurisdictions specified in the relevant Final Terms in accordance with the consent of the Issuer in the Base Prospectus and subject to the conditions to such consent specified in the Base Prospectus as being the "Common conditions to consent"."
		Specific consent: In addition, subject to the conditions set out below under "Common conditions to consent", the Issuer consents to the use of the Base Prospectus in connection with a Public Offer (as defined below) of any Tranche of Notes by any financial intermediary who is named in the relevant Final Terms as being allowed to use the Base Prospectus in connection with the relevant Public Offer.
		Any new information with respect to any financial intermediary or intermediaries unknown at the time of the approval of the Base Prospectus or after the filing of the applicable Final Terms will be published on the Issuer's website (www.investecstructuredproducts.com).

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	Common conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only valid in respect of the relevant Tranche of Notes; (b) is only valid during the Offer Period specified in the relevant Final Terms; and (c) only extends to the use of the Base Prospectus to make Public Offers of the relevant Tranche of Notes in the Public Offer Jurisdictions (the "Public Offer Jurisdictions") specified in the relevant Final Terms.
	Accordingly, investors are advised to check both the website of any financial intermediary using the Base Prospectus and the website of the Issuer (www.investecstructuredproducts.com) to ascertain whether or not such financial intermediary has the consent of the Issuer to use the Base Prospectus.
	An investor intending to acquire or acquiring any Notes from an offeror other than the Issuer will do so, and offers and sales of such Notes to an investor by such offeror will be made, in accordance with any terms and conditions and other arrangements in place between such offeror and such investor including as to price, allocations, expenses and settlement arrangements.
	In the event of an offer of Notes being made by a financial intermediary, the financial intermediary will provide to investors the terms and conditions of the offer at the time the offer is made.

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	Section B-Issuer
B.1	Legal and commercial name of the Issuer:	The legal name of the issuer is Invested Bank plc (the "Issuer").
B.2	Domicile and legal form of the Issuer:	The Issuer is a public limited company registered in England and Wales under registration number 00489604. The liability of its members is limited.
		The Issuer was incorporated as a private limited company with limited liability on 20 December 1950 under the Companies Act 1948 and registered in England and Wales under registered number 00489604 with the name Edward Bates & Sons Limited. Since then it has undergone changes of name, eventually re- registering under the Companies Act 1985 on 23 January 2009 as a public limited company and is now incorporated under the name Invested Bank plc.
		The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia, the Financial Services and Markets Act 2000, for the purposes of which the Issuer is an authorised person carrying on the business of financial services provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006.
$B$ .4b	Trends:	The Issuer, in its audited consolidated financial statements for the year ended 31 March 2013, recorded a 89.4% increase in operating profit before tax after non-controlling interests to £97.1 million for the year ended 31 March 2013 mainly attributable to a significant decrease in impairments in the Australian business. The Issuer continued to focus on realigning its business model by building its non-banking revenue streams. The Issuer has maintained a strong capital and liquidity position with a tier 1 capital ratio of 11 1% and cash and near cash balances of £4.5 billion at 31 March 2013. Customer deposits increased 2.9% to £11.4 billion with the ratio of core loans equity improving from 4.5 times to 4.3 times at 31 March 2013. The Issuer's leverage ratios remain low with total assets to equity decreasing to 11.0 times at 31 March 2013 (2012: 11.7) times). The credit loss ratio was lower than the prior year at 1.20%.
		Regulatory uncertainties remain and the Issuer will continue to maintain excess levels of liquidity and capital until there is further clarity. The Issuer seeks to maintain an appropriate balance between revenue earned from operational risk businesses and revenue earned from financial risk businesses. This ensures that the Issuer is not over reliant on any one part of its business to sustain its activities and that it has a large recurring revenue base that enables it to navigate through varying cycles and to support its long-term growth objectives. The Issuer's current strategic objectives include increasing the proportion of its non-lending revenue base which it largely intends to achieve through the continued strengthening and development of its Wealth Management business.
B.5	The group:	The Issuer is the main banking subsidiary of Investee plc, which is part of an international banking group with operations in three principal markets: the United Kingdom, Australia and South Africa. The Issuer holds certain of the Investee group's UK based assets and businesses, as well as holding Investee Holdings (Australia) Limited and individually Investee Bank (Australia) Limited.
B.9	Profit Forecast:	Not applicable.
B.10	Audit Report Qualifications:	Not Applicable. There are no qualifications in the audit reports on the audited, consolidated financial statements of the Issuer and its subsidiary undertakings for the financial years ended 31 March 2012 or 31 March 2013.
B.12	Key Financial Information:	The selected financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 March 2012 and 31 March 2013. $\mathcal{L}^{(1)}$

UK-3020-New

		Financial features	Year Ended
			31 March 2012	31 March 2013
		Operating profit before amortisation of acquired intangibles, non-operating items, taxation and after non-controlling interests (E'000)	51.284	97,116
		Earnings attributable to ordinary shareholders (£'000)	18,745	42,076
		Costs to income ratio	73.1%	75.3%
		Total capital resources (including subordinated liabilities) (£'000)	2,369,408	2.593,359
		Total shareholders' equity (£'000)	1,726,246	1,914,617
		Total assets (£'000)	20,246,249	21,068,284
		Net core loans and advances $(E'000)$	7,712,000	8,236,777
		Customer accounts (deposits) (£'000)	11,103,365	11 426 647
		Cash and near cash balances (£'000)	4,484,747	4,543,000
		Funds under management (£'000)	14,219,000*	25,054,000
		Capital adequacy ratio	16.8%	16.3%
		Tier 1 ratio	11.5%	11.1%
		* Excluding the funds acquired from Evolution Group plc There has been no significant change in the financial or trading position of the Issuer and its group since 31 March 2013, being the end of the most recent financial period for which it has published audited financial information. There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2013, the most recent financial year for which it has published audited financial statements.
B.13	Recent Events:	Not Applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency.
$\overline{B.14}$	Dependence upon other entities within the Group:	The Issuer is a wholly owned subsidiary of Investee plc. The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its business through its subsidiaries and is accordingly dependent upon those members of the Group. The Issuer is not dependent on Investee plc.
B.15	The Issuer's Principal Activities:	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking. The Issuer is an international, specialist banking group and asset manager whose principal business involves provision of a diverse range of financial services and products to defined target markets and a niche client base in the United Kingdom, Australia and South Africa. As part of its business, the Issuer provides investment management services to private clients, charities, intermediaries, pension schemes and trusts as well as specialist banking services focusing on corporate advisory and investment activities, corporate and institutional banking activities and private banking activities.
B.16	Controlling Persons:	The whole of the issued ordinary and preference share capital of the Issuer is owned directly by Investee plc. The Issuer is not indirectly controlled
B.17	Credit Ratings:	The long-term senior debt of the Issuer has a rating of BBB- as rated by Fitch. This means that Fitch is of the opinion that the Issuer has a good credit quality and indicates that expectations of default risk are currently low.

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The long-term senior debt of the Issuer has a rating of Baa3 as rated by Moody's. This means that Moody's is of the opinion that the issuer is subject to moderate credit risk, is considered medium-grade, and as such may possess certain speculative characteristics.
The long-term senior debt of the Issuer has a rating of BBB+ as rated by Global Credit Rating. This means that Global Credit Rating is of the opinion that the Issuer has adequate protection factors and is considered sufficient for prudent investment. However, there is considerable variability in risk during economic cycles.
The Notes to be issued have not been specifically rated.

		Section C-Securities
C.1	Description of Type and Class of Securities:	Issuance in series: The Notes will be issued in series ("Series") which may comprise one or more tranches ("Tranches") issued on different issue dates. The Notes of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective Tranches.
		The Notes are issued as Series number 31S, Tranche number 1.
		Form of Notes: The applicable Final Terms will specify whether the relevant Notes will be issued in bearer form ("Bearer Notes"), in certificated registered form ("Registered Notes") or in uncertificated registered form ("Uncertificated Registered Notes"). Registered Notes and Uncertificated Registered Notes will not be exchangeable for other forms of Notes and vice versa.
		The Notes are issued in bearer form
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: XS0963352884
		Common Code: 096335288
		BDC7QG7 Sedol:
C.2	Currency of the Securities Issue:	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
		The Specified Currency of the Notes is GBP
C 5	Free Transferability:	Not applicable. The Notes are freely transferable. However, applicable securities laws in certain jurisdictions impose restrictions on the offer and sale of the Notes and accordingly the Issuer and the dealers have agreed restrictions on the offer, sale and delivery of the Notes in the United States, the European Economic Area, Isle of Man, South Africa, Guernsey and Jersey, and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes in order to comply with relevant securities laws.
C.8	The Rights Attaching to the Securities, including Ranking and Limitations to those Rights:	Security and Credit-Linkage: The Notes are secured and linked to the credit of one or more financial institutions or corporations listed on a regulated exchange or a sovereign entity (the "Secured Notes with Credit-Linkage"). The Secured Notes with Credit-Linkage constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank part passy among themselves. The Issuer will create security over a pool of collateral ("Collateral Pool") to secure its obligations in respect of the Secured Notes with Credit-Linkage. The Collateral Pool secures more than one Series of Secured Notes with Credit-Linkage.
		Denomination: The Notes will be issued in denominations of GBP 1,000 plus increments of GBP 100.
		Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by the United Kingdom unless such withholding or deduction is required by law. In the event that any such deduction is made, the Issuer will not be required to pay any additional amounts in respect of such withholding or deduction.
		Governing Law: English law
C.9	The Rights Attaching to the Securities (Continued), Including Information as	Redemption of the Notes: The Notes will be redeemable at the option of the Issuer in whole (but not in part) upon giving notice to the Notcholders on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. Interest: The Notes are interest-bearing.
	to Interest, Maturity, Yield and the Representative of the Holders:

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		Floating Rate Notes:
		Floating Rate Notes bear interest at a Rate of Interest which is a variable percentage rate per specified period.
		The Rate of Interest for Floating Rate Notes for a given Interest Period will be calculated by the Calculation Agent by reference to quotations provided electronically by banks in the "Relevant Financial Centre" (since "Screen Rate Determination" applies) and the addition of an additional percentage rate per annum.
		In order to calculate the Interest Amount payable per Note, the Calculation Agent applies the Rate of Interest for such Interest Period to the Calculation Amount and multiply the product by the Day Count Fraction.
		Payments of Principal: The Notes will be redeemed at par.
		If a coupon deferral event occurs (being the suspension, deferral, or cessation of an interest payment, or adjustment in the frequency of interest payments) in relation to the coupon reference obligation, being XS0914791412 the Issuer may defer or reduce the interest payments due under the Notes to the same extent of the deferral or reduction in the interest payments on the coupon reference obligation, for so long as the coupon reference obligation is continuing.
		Deutsche Trustee Company Limited (the "Trustee") has entered into a trust deed with the Issuer in connection with the programme, under which it has agreed to act as trustee for the Noteholders.
C.10	Derivative Components relating to the coupon:	Not applicable
C.11	Listing and Trading:	This document has been approved by the FCA as a base prospectus in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the Notes issued under the Programme described in the Base Prospectus during the period of twelve months after the date hereof. Application has also been made for the Notes to be admitted during the twelve months after the date hereof to listing on the Official List of the FCA and to trading on the Regulated Market of the London Stock Exchange plc (the "London Stock Exchange"). Application will be made for the Notes to be admitted to listing on the Official List of the FCA and to
		trading on the London Stock Exchange effective as of the Issue Date.
C.15	Effect of value of underlying instruments:	The market price or value of the Notes at any times is expected to be affected by changes in the value of the Underlying and the likelihood of the occurrence of a credit event in relation to Scottish Widows plc (the "Collateral Reference Entities" or "Reference Entity").
		If the Collateral Reference Entity becomes subject to a credit event, the value of the Notes will be linked to the recovery rate determined by reference to an auction price for the unsecured, subordinated debt obligations of the Collateral Reference Entity as determined by the ISDA Determination Committee or the market value of such obligation(s).
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 16 June 2023.
C.17	Settlement procedure;	The Notes will be cash-settled.

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C.18	Return on	The Notes that may be issued under the Programme are:
	securities:	Kickout Notes with Capital at Risk: L.
		Kickout Notes without Capital at Risk, 2.
		Upside Notes with Capital at Risk; 3.
		Upside Notes without Capital at Risk; 4.
		N Barrier (Income) Equity-Linked/Index Linked Notes with Capital at Risk; 5.
		Range Accrual (Income) Equity-Linked/Index Linked Notes with Capital at Risk; 6.
		Range Accrual (Income) Equity-Linked/Index Linked Notes without Capital at Risk; 7.
		Reverse Convertible Notes with Capital at Risk; and 8.
		9. Inflation-Linked Notes.
		The return on the Notes may be linked to a share or basket of shares ("Equity-Linked") or to an index or basket of indices ("Index-Linked") or to a particular rate of inflation ("Inflation-Linked"), each such index, share, basket of shares or basket of indices or rate of inflation being the "Underlying".
		Redemption Amount payable on the Notes
		The Notes will be redeemed at 100 per cent. of the Issue Price.
		Interest Amounts payable on the Notes
		The Notes may bear interest at a fixed rate or a floating rate, may pay interest at an amount linked to the performance of an Underlying in the case of N Barrier (Income) Equity-Linked/Index Linked Notes with Capital at Risk, Range Accrual (Income) Equity-Linked/Index Linked Notes with Capital at Risk, Range Accrual (Income) Equity-Linked/Index Linked Notes without Capital at Risk and Inflation-Linked Notes, or may be non-interest bearing.
$\overline{C.19}$	Exercise price or final reference price of the underlying:	The determination of the redemption amount of the Notes will be carried out by the Calculation Agent, being Investee Bank plc.
		The determination of the auction price determined by the ISDA Determinations Committee or the applicable market value of the relevant debt obligations of the Collateral Reference Entity following the occurrence of a credit event relating to the relevant Collateral Reference Entity, will be carried out by the Calculation Agent.
C.20	Type of the underlying:	Not applicable

		Section D - Risks
D.2	Risks specific to the issuer:	The following are the key risk applicable to the Issuer:
		The Issuer's businesses, earnings and financial condition may be affected by the instability in the global financial markets and economic crisis in the eurozone: The performance of the Issuer may be influenced by the economic conditions of the countries in which it operates, particularly the UK and Australia. The outlook for the global economy is uncertain, in particular in European markets due to sovereign debt and speculation around the future of the euro. These market conditions have exerted downward pressure on asset prices and on availability and cost of credit for financial institutions and will continue to impact the credit quality of the Issuer's customers and counterparties. The Issuer may experience increased funding costs and find continued participation in certain markets more challenging. The risk of one or more countries leaving the euro may also have an impact on the Issuer's UK market. Such conditions may cause the Issuer to incur losses, experience reductions in business activity, find continued participation in certain markets more challenging, and experience increased funding costs and funding pressures, lower share prices, decreased asset values, additional write-downs and impairment charges and lower profitability.
		The precise nature of all the risks and uncertainties the Issuer faces as a result of current economic conditions cannot be predicted and many of these risks are outside the control of the Issuer and materialisation of such risks may adversely affect the Issuer's financial condition and results of operations.
		The Issuer's business performance could be affected if its capital resources and liquidity are not managed effectively: The Issuer's capital and liquidity is critical to its ability to operate its businesses, to grow organically and to take advantage of strategic opportunities.
		The Issuer is required by regulators in the UK, Australia and other jurisdictions to maintain adequate capital and liquidity ("Basel III"). In the European Union, Basel III will be reflected by amendments to the Capital Requirements Directive (known as "CRD IV") and the application of an EU regulation (known as "CRR") directly in each member state. CRD IV and CRR have been published in final form and will apply from 1 January 2014. Basel III, CRD IV, CRR and proposals of the UK Independent Commission on Banking are likely to impact the management methods of the Issuer in relation to liquidity and capital resources and may also increase the costs of doing business. Any onerous regulatory requirements introduced by regulators could result in inefficiencies in the Issuer's balance sheet structure which may adversely impact the Issuer's profitability and results. Any failure to maintain any increased regulatory capital requirements or to comply with any other requirements introduced by regulators could result in intervention by regulators or the imposition of sanctions, which may have a material adverse effect on the Issuer's profitability and results. The maintenance of adequate capital and liquidity is also necessary for the Issuer's financial flexibility in the
		face of any turbulence and uncertainty in the global economy. Extreme and unanticipated market circumstances, similar to those experienced in the recent global financial crisis and situations arising from a further deterioration in the Eurozone, may cause exceptional changes in the Issuer's markets, products and other businesses. Any exceptional changes that limit the Issuer's ability effectively to manage its capital resources could have a material adverse impact on the Issuer's profitability and results. If such exceptional changes persist, the Issuer may not have sufficient financing available to it on a timely basis or on terms that are favourable to it to develop or enhance its businesses or services, take advantage of business opportunities or respond to competitive pressures.
		The Issuer has significant exposure to third party credit risk: The Issuer is exposed to the risk that if third parties which owe the Issuer money, securities or other assets become unable to perform their obligations, the Issuer's funding will be affected. The resulting risk to Investors is that Investors may suffer a loss on their investment if the Issuer is unable to perform its payment obligations under any Notes it issues.
D.3	Risks specific to the securities:	The Notes that may be issued under the Programme are:
		Kickout Notes with Capital at Risk; 1.
		2. Kickout Notes without Capital at Risk:
		3. Upside Notes with Capital at Risk;
		4. Upside Notes without Capital at Risk;
		5. N Barrier (Income) Equity-Linked/Index Linked Notes with Capital at Risk;
		6. Range Accrual (Income) Equity-Linked/Index Linked Notes with Capital at Risk;

J.

÷,

Range Accrual (Income) Equity-Linked/Index Linked Notes without Capital at Risk;

1. Reverse Convertible Notes with Capital at Risk; and

9 Inflation-Linked Notes.

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The return on the Notes may be linked to a share or basket of shares ("Equity-Linked") or to an index or basket of indices ("Index-Linked") or to a particular rate of inflation ("Inflation-Linked"), each such index, share, basket of shares or basket of indices or rate of inflation being the "Underlying".

Below is a description of the risks that may be applicable to some or all of the types of Note issuable under the Programme.

The following are the key risks applicable to the Notes:

Coupon Deferral: If a coupon deferral event occurs investors in the Notes may not receive the full coupon due on the Notes, will not receive any compensation for any delayed receipt of the coupon (or any part thereof), and may never receive the coupon where the coupon continues to be deferred up to the maturity of the Notes.

Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.

Key risks specific to Secured Notes with Credit-Linkage

Security may not be sufficient to meet all payments: Any net proceeds realised upon enforcement of any security granted by the Issuer over a pool of collateral ("Collateral Pool") will be applied in or towards satisfaction of the claims of, among others, the security trustee and any appointee and/or receiver appointed by the trustee in respect of the Secured Notes with Credit-Linkage before the claims of the holders of the relevant Secured Notes with Credit-Linkage. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the Secured Notes with Credit-Linkage, investors may suffer a loss on their investment.

Collateral Pool may secure more than one series of secured Notes: A Collateral Pool may secure the Issuer's obligations with respect to more than one series of Secured Notes with Credit-Linkage and an event of default under the Notes with respect to any one series of Secured Notes with Credit-Linkage secured by such Collateral Pool may trigger the early redemption of all other series that are secured by the same Collateral Pool in order for the security over the entire Collateral Pool to be enforced. Such cross-default may, among other things, result in losses being incurred by holders of the Secured Notes with Credit-Linkage which would not otherwise have arisen.

Credit-Linkage: The Notes are linked to the credit of the Scottish Widows plc (the "Collateral Reference Entity") (the "Secured Notes with Credit-Linkage"). If a Collateral Reference Entity becomes subject to a credit event, then the redemption price which would otherwise be payable will be reduced. There is a risk that an investor in the Secured Notes with Credit-Linkage may receive considerably less than the amount paid by such investor, regardless of any positive performance in the Underlying. If all of the Collateral Reference Entities become subject to a credit event, an investor's return on the Secured Notes with Credit-Linkage may be zero.

Recovery Rate in Secured Notes with Credit-Linkage - ISDA Credit-Linkage: The redemption price payable on the Notes following the occurrence of a credit event in respect of the Collateral Reference Entity will be determined by reference to an auction price for the unsecured, subordinated debt obligations of the applicable Collateral Reference Entity or specified Collateral Reference Obligations as determined by the ISDA Determination Committee or the market value of such obligation(s) ("Recovery Rate"). There is a risk that the return payable to an investor in a Secured Note with Credit-Linkage may be different from the return that investors would have received had they been holding a particular debt instrument issued by the Collateral Reference Entity.

Substitution of Posted Collateral: Collateral posted as security for the Issuer's obligations under the Notes may, at the Issuer's request, be substituted for other items of collateral "Eligible Collateral" provided that on the date of transfer the bid price of the new collateral is equal to or exceeds the bid price of the original collateral. Any such substitution request is subject to (a) verification by the entity appointed as the verification agent (the "Verification Agent") that the new item of collateral is Eligible Collateral; and (b) approval by the Trustee. However, neither the Verification Agent nor the Trustee is obliged to confirm that the bid price of the new item of Eligible Collateral is equal to or exceeds the bid price of the original item of posted collateral. Following any such substitution, the market value of the new item of Eligible Collateral may fall below the value of the original item of posted collateral, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.

Section $E -$ Offer
E.2 b	Reasons for the Offer and Use of Proceeds:	Not Applicable. The use of proceeds is to make a profit and/or hedge risks.
E.3	Terms and Conditions of the Offer:	Not applicable
E.4	Interests Material to the Issue:	The Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Notes and may also be the valuation agent in connection with the reference asset(s). Such determinations and calculations will determine the amounts that are required to be paid by the Issuer to holders of the Notes. Accordingly when the Issuer acts as Calculation Agent, or Valuation Agent its duties as agent (in the interest of holders of the Notes) may conflict with the interest as issuer of the Notes.
E.7	Estimated Expenses:	Not applicable. Expenses in respect of the offer or listing of the Notes are not charged by the Issuer or Dealers to the Investor.