Investec PLC — Capital/Financing Update 2014

Apr 30, 2014

FINAL TERMS

Notes issued pursuant to these Final Terms are securities to be listed under Listing Rule 17.

29 April 2014

Invested Bank plc Issue of GBP156,536,000 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 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 in relation to the £2,000,000,000 Impala Structured Notes Programme dated 23 July 2013 and the supplemental Prospectuses dated 3 December 2013, 3 January 2014 and 24 April 2014 which together constitute 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 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, 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.

1.	Issuer:		Investec Bank plc
2.		(a) Series Number:	50
		(b) Tranche Number:	$\mathbf{1}$
3.		Specified Currency or Currencies:	Pounds Sterling "GBP"
4.		Aggregate Nominal Amount:
	(a) Series:		GBP156,536,000
	(b) Tranche:		GBP156,536,000
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:	30 April 2014
	(b)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		Interest Payment Date falling in October 2014
9.		Interest Basis:	Floating Rate
10.		Redemption/Payment Basis:	Redemption at par
11.	Change of Interest Basis or Redemption/Payment Basis:		Not applicable, subject to change in Margin as specified in paragraph 17(i) below
12.	Call Option:		Applicable
13.	Put Option:		Not applicable
14.	(a)	Security Status:	Unsecured Notes
	(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:	Interest will be paid in arrears on 30 July 2014 and the Maturity Date, in each case adjusted in accordance with the Business Day Convention specified below
	(b)	First Interest Payment Date:	30 July 2014
	(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):	Not applicable
	(g)	Screen Rate Determination:	Applicable
		Reference Rate:	3-month GBP LIBOR
		Interest Determination	First day of each Interest Period
		$Date(s)$ : Relevant Screen Page:	Bloomberg Page BP0003M Index (ICE Benchmark Administration Limited) appearing as of 11.00am 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):	In respect of the first Interest Period $+$ 0.55 per cent. per annum and in respect of the second Interest Period + 1.05 per cent. per annum
	(j)	Minimum Rate of Interest:	Not applicable
	(k)	Maximum Rate of Interest:	Not applicable
	(1)	Day Count Fraction:	Actual/365 (Sterling)
	(m)	Determination Date:	Not applicable
18.		Coupon Deferral	Not applicable

PROVISIONS RELATING TO REDEMPTION

1. Final Redemption Amount of each Note: GBP1,000 per Calculation Amount

Early Redemption Amount: $20.$

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):

Issuer Call Option $21.$

$(a)$

• Applicable
• Optional Redemption Date(s): Each Business Day from and including the Issue Date to but excluding the Maturity Date

Final Redemption Amount

• Notice period (if other than as set The Issuer Call Option may be exercised on giving $(b)$ not less than 5 nor more than 15 Business Days' out in the Conditions): irrevocable notice.
• $(c)$ Optional Redemption Amount of GBP1,000 per Calculation Amount each Note and method, if any, of calculation of such amount(s):
• $(d)$ If redeemable in part:
• $(i)$ Minimum Redemption Not applicable Amount:
• $(ii)$ Maximum Redemption Not applicable Amount:

22. Noteholder Put Option Not applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

1. Form of Notes: Bearer Notes: Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event Additional Financial Centre(s) or other Not applicable 24. special provisions relating to Payment Days: Talons for future Coupons or Receipts to No 25. be attached to Definitive Notes (and dates on which such Talons mature): 26. Details relating to Instalment Notes: Not applicable $(a)$ Instalment Amount(s): $(b)$ Instalment Date(s): Not applicable DISTRIBUTION 27. $(a)$ If syndicated, names of Not applicable Managers: $(b)$ Date of Subscription Agreement: Not applicable

If non-syndicated, name of relevant 28. Dealer:

Total commission and concession: 29.

U.S. Selling Restrictions: 30.

TAXATION

$31.$ Taxation:

SECURITY

• $32.$ Security Provisions:
• 1. Collateral Credit-Linkage

Investec Bank plc

Not applicable

Reg. S Compliance Category: 2;

TEFRA not applicable

Condition 7A (Taxation - No Gross Up) applies Condition 7B (Taxation - Gross Up) does not apply

Not applicable

Not applicable

Signed on behalf of the Issuer:

By: $\ddotsc$

Duly authorisedul Myers Authorised Signatory

QЦ By:

Duly authorised

Jennifer Peacock Authorised Signatory

PART B-OTHER INFORMATION

$\overline{1}$ . LISTING

• Official List of the FCA $(i)$ Listing:
• $(ii)$ 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 with effect from the Issue Date.

RATINGS $\overline{2}$ .

Ratings:

The Notes to be issued have not been rated.

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

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.

$4.$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

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

$(iii)$ Estimated total expenses: Information not required

$5¹$ HISTORIC INTEREST RATES

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

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

$7.$ OPERATIONAL INFORMATION

Common Depositary:

$(vii)$

(i)	ISIN Code:	XS1063360082
(ii)	SEDOL Code:	Not applicable
(iii)	Common Code:	106336008
(iv)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not applicable
(v)	Delivery:	Delivery free of payment
(vi)	Additional Paying Agent(s) (if any):	Not applicable

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

$2DB$

Yes

(viii) Calculation Agent: Investec Bank plc

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

$8.$ TERMS AND CONDITIONS OF THE OFFER

Not applicable

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections $A - E(A.1 - E.7)$ .

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 Elements.

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

		Section A-Introduction and Warnings
A.I	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 this 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 this Base Prospectus or it does not provide, when read together with the other parts of this 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 this 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 Impala 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 this 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 this 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 this Base prospectus or after the filing of the applicable Final Terms will be published on the Issuer's website (www.investecstructuredproducts.com).

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 this 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 this 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 this 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.

	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 Investec 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 Invested 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.

		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 (f'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 (£'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%
		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.
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 Invested 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.

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 50, 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: XS1063360082
		Common Code: 106336008
		SEDOL Code: Not applicable
C.2	Currency of the	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency
	Securities Issue:	(the "Specified Currency").
		The Specified Currency of the Notes is Pounds Sterling ("GBP").
C.5	Free	Not applicable.
	Transferability:	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	Status: The Notes are unsecured. The Notes will constitute direct, unconditional, unsubordinated unsecured obligations of the Issuer that will rank pari passu among themselves and (save for certain obligations required to be preferred by law) equally with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from time to time outstanding.
	Limitations to those Rights:	Denomination: The Notes will be issued in denominations of GBP100,000 and integral multiples of GBP1,000 in excess thereof.
		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	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 Noteholders 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 and specified in the applicable Final Terms.
	Information as to	Interest: The Notes are interest-bearing.
	Interest, Maturity, Yield	Floating Rate Notes:
	and the Representative of the Holders:	Floating Rate Notes bear interest at a Rate of Interest which is a variable percentage rate per annum.
		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.
		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 this 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 30 April 2014.
C.15	Effect of value of underlying instruments:	Not applicable.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Interest Amounts payable on the Notes The Notes bear interest at a floating rate. Redemption Amount payable on the Notes The Notes will be redeemed at par.
C.19	Exercise price or final reference price of the underlying:	Not applicable.
C.20	Type of the underlying:	Not applicable.

$\tilde{\alpha}$

		Section D - Risks
D.2	Risks specific to	The following are the key risks applicable to the Issuer:
	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 following is the key risk applicable to the Notes: Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.

		Section E - Offer
E.2 b	Reasons for the Offer and Use of Proceeds:	Not applicable. The proceeds will be used for general corporate purposes.
E.3	Terms and Conditions of the Offer:	Not applicable. The Notes will not be offered to retail investors.
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.