Investec PLC — Capital/Financing Update 2013

Dec 19, 2013

19 December 2013

Investec Bank plc Issue of EUR 5,200,000 Credit Linked Notes due 2016 under the £2,000,000,000 Impala Structured Notes Programme Credit-Linked Notes

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 Credit Linked Notes dated 23 July 2013 and the supplemental Prospectus dated 3 December 2013 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 prepared 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 supplement thereto are available for viewing at and copies may be obtained from www.investec.co.uk/impala and, during normal working hours, Investec Bank plc, 2 Gresham Street, London EC2V 7QP and Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB.

1.	(a)	Series Number:	42
	(b)	Tranche Number:	1
2.		Specified Currency:	EUR
3.	Aggregate Nominal Amount:
	(a)	Series:	EUR5,200,000
	(b)	Tranche:	EUR5,200,000
4.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
5.	(a)	Specified Denominations:	EUR100,000 and integral multiples of EUR1,000 thereafter
	(b)	Calculation Amount:	EUR1,000
6.	(a)	Issue Date:	20 December 2013
	(b)	Interest Commencement Date:	15 September 2013
7.	Maturity Date:		20 December 2016
8.	Interest Basis:		2.50 per cent. Fixed Rate
9.	Call Option:		Not Applicable
10.	Put Option:		Not Applicable
		11. Date approval for issuance of Notes	Not Applicable

obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions

Applicable

Rate(s) of Interest: $(a)$

2.50 per cent. per annum payable annually in arrear

Interest Payment Date(s): $(b)$

Each date specified in the column headed "Interest Payment Date" below

	Fixed Interest Period		Interest Payment Date
	from but excluding	to and including
	14 September 2013	14September 2014	15 September 2014
	14 September 2014	14 September 2015	15 September 2015
	14 September 2015	14 September 2016	15 September 2016
(c)	Fixed Coupon Amount(s):		EUR25.00 per Calculation Amount
(d)	Broken Amount(s):	Not Applicable
(e)	Day Count Fraction:	Actual/Actual (ICMA)
(f)	Determination Date(s):		15 September of each year from and including the Interest Commencement Date to and including 15 September 2016
	Floating Rate Note Provisions	Not Applicable

÷.

$-1$

13. Floating Rate Note Provisions

PROVISIONS RELATING TO REDEMPTION

14.	Early Redemption Amount:	Fair Market Value
15.	Issuer Call Option	Not Applicable
16.	Noteholder Put Option	Not Applicable
17.	Redemption following Hedging Event Applicable (Condition $6(d)$ ):

CLN PROVISIONS

General Terms 18.

(a)	Trade Date:	Issue Date
(b)	Type of Credit-Linked Notes:	Basket Cash CLN
(c)	Transaction Type Whether Standard Terms are applicable:	Applicable
(d)	Transaction Type:	European Corporate
(e)	Applicable Physical Settlement Matrix:	The version as most recently amended or supplemented as at the Issue Date
(f)	Reference Entity(ies):	25% Commerzbank Bank AG, weighted this regarding information (Further) available on: is Entity Reference www.commerzbank.com)

		25% SA, weighted Generale Societe regarding this information (Further available Entity Reference is on: www.societegenerale.com)
		25% weighted Agricole SA, Credit information regarding this (Further available Entity Reference $\overline{\mathbf{1}}$ on: www.credit-agricole.com)
		The Royal Bank of Scotland plc, weighted 25% (Further information regarding this available Entity is on: Reference www.rbs.com)
	(i) Reference Obligation:	Not Applicable
	$(ii)$ ISIN:	Not Applicable
(g)	Substitution Whether of Reference Entity(ies) is applicable:	Not Applicable
(h)	substitution of the Whether Obligation(s) is Reference applicable:	Not Applicable
(i)	All Guarantees:	Transaction Type Standard Terms apply
(i)	Credit-Linked Payer Calculation Amounts in respect of basket Notes:	In respect of each Reference Entity and as of any date, an amount in the Specified Currency equal to 25% of the initial aggregate outstanding principal amount of the Notes that are outstanding as at such date
(k)	Scheduled Termination Date:	20 December 2016
(1)	Extended Maturity Date:	As defined in the Terms
(m)	Credit Events:	Transaction Type Standard Terms apply
(n)	Obligations:
	Obligation Category:	Transaction Type Standard Terms apply
	Obligation Characteristics:	Transaction Type Standard Terms apply
	Excluded Obligations:	Not Applicable
(0)	Conditions to Settlement:	Credit Event Notice
		Notice of Publicly Available Information
		Public Sources: As defined in the Terms
		Specified Number: As defined in the Terms
(p)	Settlement Currency:	EUR
(q)	Settlement Method:	Cash Settlement

$-3-$

Not Applicable

Not Applicable

Applicable

Applicable

• Derivatives Credit $(s)$ Committee Determinations Extension:
• TARGET $(t)$ Specified Business Centre:
• Cessation of Interest (Term 5.2): $(u)$

Interest ceases to accrue from (but excluding) the Event Determination Date or, if the Interest Payment Date immediately preceding the

Determination Date is the Maturity Date, interest ceases to accrue from (but excluding) such Interest Payment Date.

Event

Terms relating to Auction Settlement 19.

Terms relating to Cash Settlement 20.

(a)	Valuation Obligations:		Applicable
	Valuation Obligation Category:		Transaction Type Standard Terms
	Valuation Characteristics:	Obligation	Transaction Type Standard Terms apply
	Excluded Obligations:	Valuation	Not Applicable
	Accrued Interest:		Exclude Accrued Interest
	Valuation Date:		As defined in the Terms
	Valuation Time:		As defined in the Terms
	Valuation Method:		As defined in the Terms
(b)	Quotation Amount:		As defined in the Terms
(c)	Minimum Quotation Amount:		As defined in the Terms
(d)	CLN Dealer(s):		As defined in the Terms
(e)	Cash Settlement Date:		As defined in the Terms
(f)	(i) Cash Settlement Amount:		Applicable
	(ii) Unwind Costs:		Standard Unwind Costs
(g)	Quotations:		Exclude Accrued Interest
Terms relating to Physical Settlement			Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Form of Notes: 22.

$21.$

Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event

Not Applicable Additional Financial Centre(s): 23. Talons for future Coupons or Receipts to No 24. be attached to Definitive Notes: Not Applicable Instalment Notes: $25.$ Not Applicable Instalment Amount(s): $(a)$ Instalment Date(s): Not Applicable $(b)$

DISTRIBUTION

TEFRA Categorisation: 26.

TEFRA D

TAXATION

1. Taxation: Condition 7A (Taxation - No Gross up) is applicable

Signed on behalf of the Issuer:

By Duly authorised

Jennifer Peacock Authorised Signatory

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

Andrew Lillywhite Authorised Signatory

PART B - OTHER INFORMATION

LISTING 1.

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

Application will be made to admit the Notes to listing on the Official List of the FCA.

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 with effect from or about 23 December 2013. No assurance can be given as to whether or not, or when, such application will be granted.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $2.$

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 issue of the Notes has an interest material to the issue.

REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL $3.$ EXPENSES

Reasons for the offer:	The net proceeds of this issue of Notes will be applied by the Issuer for its general corporate purposes, including making intra-group loans
Estimated net proceeds:	Information not required
Estimated total expenses:	Information not required

PERFORMANCE AND VOLATILITY OF THE REFERENCE AND OTHER $\overline{4}$ INFORMATION CONCERNING THE REFERENCE ENTITY

Information about the past and the further performance of the Reference Entity/ and its volatility can be found at: see Part A, paragraph 18(f) above.

None

$\frac{1}{2}$

OPERATIONAL INFORMATION $\overline{5}$

(i)	ISIN Code:	XS1005135444
(ii)	SEDOL Code:	Not Applicable

• 100513544 Common Code: $(iii)$
• Any clearing system(s) other than $(iv)$ Clearstream, Euroclear and Luxembourg and the relevant identification $number(s)$ and address:
• Common Depositary: $(v)$

London Branch, Bank AG, Deutsche Winchester House, 1 Great Winchester Street, London EC2N 2DB