Investec PLC — Capital/Financing Update 2015

Oct 28, 2015

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

28 October 2015

Investec Bank plc

Issue of USD750,000 Kick-Out Notes with Capital at Risk under the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme

PART A - CONTRACTUAL TERMS

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 in relation to the £4,000,000,000 Zebra Capital Plans Retail Structured Products Programme dated 12 August 2015 which constitutes a base prospectus (the "Base Prospectus") for the purposes of 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").

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions set forth in 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.investecstructuredproducts.com 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 these Final Terms.

• 1. Issuer: Investec Bank plc
• 1. (a) Series Number: ZCP 2015-58
• $\mathbf{1}$ (b) Tranche Number:
• 1. Specified Currency or USD Currencies:
• 1. Aggregate Nominal Amount:
• (a) Series: USD750,000
• (b) Tranche: USD750,000
• 1. Issue Price: 100 per cent. of the Aggregate Nominal Amount

USD1.000

1. $(a)$ Specified USD100,000 and integral multiples of USD1,000 in excess Denominations: thereof

Calculation $(b)$ Amount:

• 1. Issue Date: 29 October 2015
• 1. Maturity Date: 29 October 2020
• 1. Redemption/Payment Final Redemption Amount linked to value of Preference Basis: Shares in accordance with Condition 5 (Redemption and Purchase)

• Unsecured Notes 10. $(a)$ Security Status:

• $(b)$ Secured Portion: Not applicable

• Date approval for Not applicable
  issuance of Notes $(c)$ Obtained:

PROVISIONS RELATING TO REDEMPTION

11. Issuer Call:		Not Applicable
12. $(a)$	Redemption Final of each Amount Note:	Purchase)		Final Redemption Amount linked to value of Preference Shares in accordance with Condition 5 (Redemption and
(b)	Classes οf Preference Shares to which this Series of Notes are linked and their respective Preference Share Weightings:	Class	Preference Share	Issue Price
			Weighting
		Class 2015-58	100%	100% of the Aggregate Nominal Amount
(c)	Upside Notes with Capital at Risk Terms:	Not Applicable
(d)	Upside Plus Notes with Capital at Risk Terms:	Not Applicable
(e)	Kick Out Upside Notes with Plus Capital Risk at Terms:	Not Applicable
(f)	Kick-Out Notes with Capital at Risk Terms	Applicable
	Return Threshold:	100 per cent. of the Initial Index Level
	Digital Return:	Not Applicable
	Upside Return:	Applicable
	Cap:	Not Applicable
	Gearing:	Not Applicable
(g)	N Barrier (Accumulation) Notes with Capital at Risk Terms:	Not Applicable
(h)	Accrual Range (Accumulation)	Not Applicable

Notes with Capital at Risk Terms

• $(i)$ Dual Underlying Not Applicable Linked Kick Out Notes with Capital at Risk Terms
• $(j)$ Dual Underlying Not Applicable Linked Upside Notes with Capital at Risk

13. ADDITIONAL PROVISIONS

• $(a)$ Underlying
• Euro Stoxx 50® Index Index: $\bullet$
• Stoxx Limited Index Sponsor: ò
• No Multi-Exchange $\bullet$ Index:
• Yes Non Multi-Exchange Index:
• Not Applicable Worst of Provisions:
• Not Applicable Best of Provisions:
• Additional Hedging Disruption and Increased Cost of Hedging $(b)$ Disruption Events:
• $(c)$ Averaging Dates Omission Market Disruption:
• a day on which (i) commercial banks and foreign exchange $(d)$ Business Day: markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and (ii) which is a TARGET2 Business Day)
• Strike Date: 29 October 2015 $(e)$
• Initial Index Level: the Index Level on the Strike Date $(f)$
• Best Strike: $(g)$ Not Applicable
• $(h)$ Initial Averaging: Not Applicable

Automatic Applicable $(i)$ Early Redemption:

$\bullet$	Automatic	Automatic	Automatic	Automatic
	Early	Early	Early	Early
	Redemption	Redemption	Redemption	Redemption
	Event:	Valuation Date	Date	Amount

Automatic Early Redemption Level

Each of the dates which are

		2 Business Days immediately after the dates specified below:
		31 October 31 October 110 per cent. of 100 per cent. of 2016 2016 Issue Price Initial Index Level
		30 October 30 October 120 per cent. of 100 per cent. of 2017 2017 Issue Price Initial Index Level
		29 October 29 October 130 per cent. of 100 per cent. of 2018 2018 Issue Price Initial Index Level
		29 October 29 October 140 per cent. of 100 per cent. of 2019 2019 Issue Price Initial Index Level
	Constant Monitoring:	Not Applicable
	Automatic Redemption Averaging:	Not Applicable
(j)	Trigger Event:	Applicable
	Barrier Type:	American
	Barrier Level:	60 per cent. of Initial Index Level
	Constant Monitoring:	Not Applicable
	Barrier Start Date:	30 October 2015
	Barrier End Date:	29 October 2020
	Barrier Observation:	As of the Valuation Time on any Exchange Business Day in the Observation Period
	Barrier Averaging:	Not Applicable
(k)	Final Redemption Date:	29 October 2020
$($ l $)$	Redemption Final Valuation Date:	Not Applicable
(m)	Final Averaging:	Applicable
	Final Averaging Dates:	Final Averaging Period applies.
	Final Averaging	Each date from and including 29 July 2020 (the "Final Averaging Start Date") and to and including 29 October

Period: 2020 (the "Final Averaging End Date")

• Valuation Date: $(n)$ Not Applicable
• Valuation Time: $(0)$ The time at which the Index Sponsor publishes the closing level of the Index
• 1. CREDIT LINKED Not Applicable PROVISIONS:

GENERAL PROVISIONS APPLICABLE TO THE NOTES

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

2. 1. Additional Financial Not Applicable Centre(s):
3. 1. Details relating to Instalment Notes:
4. Instalment $(a)$ Not Applicable Amount(s):
5. $(b)$ Instalment Date(s): Not Applicable

DISTRIBUTION

• $18. (a)$ syndicated, lf Not Applicable names of Managers:
• $(b)$ Date Not Applicable of Subscription Agreement:
• 1. If non-syndicated, name Investec Bank plc (Irish Branch), The Harcourt Building, and address of relevant Harcourt Street, Dublin 2, Ireland. Dealer:
• 1. U.S. Selling Restrictions: Reg. S Compliance Category: 2;

TEFRAD

TAXATION

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

SECURITY PROVISIONS

1. Security Provisions: Not Applicable

RESPONSIBILITY

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

Signed on behalf of the Issuer:

Willia By: ، ا Duly authorised

Alan Thomson Authorised Signatory

By: .
. . . . Duly authorised

Paul Geddes Authorised Signatory

PART B - OTHER INFORMATION

1. LISTING

• Official List of the FCA $(i)$ Listing:
• Application is expected to be made by the Issuer $(ii)$ Admission to trading: (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.

2. RATINGS

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

PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER 5. 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.

6. OPERATIONAL INFORMATION

• $(i)$ ISIN Code: XS1310648883
• $(ii)$ SEDOL Code: Not Applicable
• $(iii)$ Common Code: 131064888
• Not Applicable $(iv)$ Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
• $(v)$ Delivery:

Delivery against payment

• $(vi)$ Additional Paying Agent(s) Not Applicable $(if any):$
• $(vii)$ Common Depositary: Deutsche Bank AG, London Branch
• $(viii)$ Calculation Agent: Investec Bank plc
• is Calculation Agent Yes to make calculations?
• if identify Not Applicable not, calculation agent:
• 1. TERMS AND CONDITIONS OF Not Applicable THE OFFER

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

Statements regarding the Reference Entity: Not Applicable

Index Disclaimers (for Preference Shares Applicable linked to an Index or Basket of Indices):

INDEX DISCLAIMERS (FOR PREFERENCE SHARES LINKED TO AN INDEX OR BASKET OF INDICES)

The Preference Shares are not sponsored, endorsed, sold or promoted by the Index or the Index Sponsor and the Index Sponsor has made no representation whatsoever, whether express or implied, either as to the results to be obtained from the use of the Index and/or the levels at which the Index stands at any particular time on any particular date or otherwise. The Index Sponsor shall not be liable (whether in negligence or otherwise) to any person for any error in the Index and the Index Sponsor is under no obligation to advise any person of any error therein. The Index Sponsor has made no representation whatsoever, whether express or implied, as to the advisability of purchasing or assuming any risk in connection with the Preference Shares. Neither the Company nor the Preference Share Calculation Agent shall have any liability to any person for any act or failure to act by the Index Sponsor in connection with the calculation, adjustment or maintenance of the Index. Neither the Company nor the Preference Share Calculation Agent has any affiliation with or control over the Index or the Index Sponsor or any control over the computation, composition or dissemination of the Index. Although the Company and the Preference Share Calculation Agent will obtain information concerning the Index from publicly available sources they believe to be reliable, they will not independently verify this information.

Statements Regarding the EURO STOXX 50® Applicable Index:

STATEMENTS REGARDING THE EURO STOXX 50® INDEX

STOXX and its licensors (the "Licensors") have no relationship to Investec Bank plc or Zebra Capital II Limited other than the licensing of the Euro STOXX® 50 Index and the related trademarks for use in connection with the Preference Shares.

STOXX and its Licensors do not.

• sponsor, endorse, sell or promote the Preference Shares or the Notes;
• recommend that any person invest in the Preference Shares or the Notes or any other $\bullet$ securities:
• have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Preference Shares or the Notes;
• have any responsibility or liability for the administration, management or marketing of the Preference Shares or the Notes:
• consider the needs of the Preference Shares or the Notes or the owners of the Preference Shares or the Notes in determining, composing or calculating the Euro STOXX® 50 Index or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Preference Shares or the Notes. Specifically,

• STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
• the results to be obtained by the Preference Shares or the Notes, the owner of the Preference Shares or the Notes or any other person in connection with the use of the Euro STOXX® 50 Index, and the data included in the Euro STOXX® 50 Index:
• the accuracy or completeness of the Euro STOXX® 50 Index and its data:
• the merchantability and the fitness for a particular purpose or use of the Euro STOXX® 50 Index and its data:
• STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro STOXX® 50 Index or its data; and
• under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between Investec Bank plc and STOXX is solely for their benefit and not for the benefit of the owners of the Preference Shares or the Notes or any other third parties.

(Source: STOXX)

Statements regarding the FTSE™ 100 Index Not Applicable Statements regarding the S&P 500 Index: Not Applicable Statements regarding the MSCI Emerging Not Applicable Market Index:

ANNEX

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 description of the Element is included in the summary with the mention of "Not Applicable".

SECTION A - INTRODUCTION AND WARNINGS
Introduction:	This summary should be read as an introduction to this Base Prospectus and any decision to invest in the Notes should be based on a consideration of this Base Prospectus as a whole by the investor.
	Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member State, have 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.
Consent:	Not Applicable. The Issuer does not consent to the use of this Base Prospectus in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus as the Notes will not be publicly offered.

		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 2015, reported a decrease of 6.6% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £101.2 million (2014: £108.4 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 31 March 2015, the Issuer had £5 billion of cash and near cash to support its activities, representing approximately 43.1% of its liability base. Customer deposits have increased by 10.6% since 31 March 2014 to £10.6 billion at 31 March 2015. The Issuer's loan to deposit ratio was 66.5% as at 31 March 2015 (2014: 69.9%). At 31 March 2015, the Issuer's total capital adequacy ratio was 17.5%. The Issuer's leverage ratio is 7.5%. These disclosures incorporate the deduction of foreseeable dividends as required by the Capital Requirements Regulation and European Banking Authority technical standards. The credit loss charge as a percentage of average gross core loans and advances has increased from 1.00% at 31 March 2014 to 1.16%. The Issuer's gearing ratio remains low with total assets to equity decreasing to 10 times at 31 March 2015. All financial information in respect of the year ended 31 March 2015 has been prepared following the adoption of IFRIC 21 on 1 April 2014. Comparative figures from 31 March 2014 contained in this Element B.4b (Trends) are taken from the audited financial report of the Issuer for the year ended 31 March 2015 which
		restated 31 March 2014 financial information as adjusted to reflect IFRIC 21.
B.5	The group:	The Issuer is the main banking subsidiary of Investec plc, which is part of an international banking group with operations in three principal markets: the United Kingdom and Europe, Asia/Australia and South Africa. The Issuer also holds certain of the Investec group's UK and Australia based assets and businesses
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 ended years 31 March 2014 or 31 March 2015.
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 2014 and 31 March 2015.
		Year Ended Financial features
		31 March 2015		31 March $2014*$
		Operating profit before amortisation of acquired
		intangibles, non-operating items, taxation and after non-controlling interests (£'000) Earnings attributable to ordinary shareholders	101,243	108,362
		(£'000) Costs to income ratio	105,848 75.5%	50,667 76.1%
		Total capital resources (including subordinated liabilities) (£'000)	2.398.038	2.581.885

		Total shareholders' equity (£'000) Total assets (£'000) Net core loans and advances (£'000) Customer accounts (deposits) (£'000) Cash and near cash balances (£'000) Funds under management (£'000) Capital adequacy ratio Tier 1 ratio	1,801,115 1,912,109 17,943,469 20,035,483 7,035,690 8,200,545 10,579,558 11,095,782 5,011,000 4,253,000 29,800,000 27,206,000 17.5% 15.8% 12.1% 10.7%
		* All financial information in respect of the year ended 31 March 2015 has been prepared following the adoption of IFRIC 21 on 1 April 2014. Comparative figures from 31 March 2014 contained in this Element B.12 (Key Financial Information) are taken from the audited financial report of the Issuer for the year ended 31 March 2015 which restated 31 March 2014 financial information as adjusted to reflect IFRIC 21.
		There has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries since 31 March 2015, being the end of the most recent financial period for which it has published financial statements.
		There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2015, 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 other upon entities within the Group:	The Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Investec 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 and Europe and Asia/Australia. 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 share capital of the Issuer is owned directly by Investec 1 Limited, the ultimate parent undertaking and controlling party of which is Investec plc.
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 A3 as rated by Moody's. This means that Moody's is of the opinion that the Issuer is considered upper-medium-grade and is subject to low credit risk.
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 ZCP2015-58, 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(such Notes being recorded on a register as being held in uncertificated book-entry 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: XS1310648883
		Common Code: 131064888
		Sedol: Not Applicable
$\overline{C.2}$	Currency of the Securities	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
	Issue:	The Specified Currency of the Notes is USD.
$\overline{C.5}$	Free Transferabilit y:	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, Switzerland 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	Status: The Notes are unsecured. The Notes will constitute direct, unconditional, unsubordinated 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.
	those to Rights:	Investors investing in unsecured Notes are advised to carefully evaluate the Issuer's credit risk when considering an investment in such Notes. If the Issuer became unable to pay amounts owed to the investor under the unsecured Notes, such investor does not have recourse to the underlying or any other security/collateral and, in a worst case scenario, investors may not receive any payments under the Notes. The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.
		Payments of Principal: Payments of principal in respect of Notes will in all cases be calculated by reference to the percentage change in value of one or more preference shares issued by Zebra Capital II Limited ("Preference Shares") in respect of the relevant series of The terms of each class of Preference Shares will be Notes. contained in the Memorandum and Articles of Association of Zebra Capital II Limited and the Preference Share confirmation relating to such class.
		The redemption price of each class of Preference Shares will be calculated by reference to an index (the "Underlying" as further described in C.15 (Effect of value of underlying instruments).
		Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity date (other than for taxation reasons, on account of certain events affecting the Preference Shares or following an event of default).
		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.
		Denomination: The Notes will be issued in denominations of USD100,000 and integral multiples of USD1,000 in excess thereof.
		Governing Law: English law

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 (for the purposes of EU Directive 2004/39/EC (the Markets in Financial Instruments Directive)) (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 on or around 16 November 2015.
C.15	Effect оf value of underlying instruments:	The performance of the Underlying will determine the redemption price and final value (on a one for one basis) of a class of preference share issued by Zebra Capital II Limited (the "Preference Share"), a special purpose vehicle incorporated under the laws of the Cayman Islands which is independent of the Issuer and whose business consists of the issuance of Preference Shares in connection with the Programme. The percentage change in the final value of the relevant Preference Share or Preference Shares compared to its or their issue price is then used to calculate the value and return on the Notes. As a result, the potential effect of the performance of the Underlying on the return on the Notes means that investors may lose some or all of their investment. For the avoidance of doubt, the Notes are not backed by or secured on the Preference Shares and accordingly, only a nominal amount of the Preference Shares may be issued by Zebra Capital II Limited regardless of the principal amount of the applicable issuance of Notes by the Issuer. In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, the Notes (including the return on the Notes) are described as being linked to the Underlying. The return on the Notes is linked to the performance of an underlying instrument (being the Euro Stoxx 50® Index) (the "Underlying"). The value of the Underlying is used to calculate the redemption price of the Notes and accordingly affects the return (if any) on the Notes. Kick Out Notes If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the Underlying is greater than the level specified (the "Automatic Early Redemption Level"), the Notes will be redeemed at the relevant amount specified below (the "Automatic Early Redemption Amount") on the applicable date prior to maturity (the "Automatic Early Redemption Date"):

		Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Level
			Each of the dates which are 2 Business Days immediately after the dates specified below:
		31 October 2016	31 October 2016	110.00 per cent. of Issue Price	100 per cent. of Initial Index Level
		30 October 2017	30 October 2017	120.00 per cent. of Issue Price	100 per cent. of Initial Index Level
		29 October 2018	29 October 2018	130.00 per cent. of Issue Price	100 per cent. of Initial Index Level
		29 October 2019	29 October 2019	140.00 per cent. of Issue Price	100 per cent. of Initial Index Level
		Date.	*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
		Underlying.	The market price or value of the Notes at any times is expected to be affected by changes in the value of the Preference Share and the
C.16	Expiration or maturity date:		The Maturity Date of the Notes is 29 October 2020.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:		Series ZCP2015-58 are Kick Out Notes with Capital at Risk.
		the Notes.	The performance of the Underlying will determine the redemption price of the Preference Share. This redemption price is used to calculate the final value of such Preference Share on a one for one basis. The percentage change in the final value of the Preference Share as against its issue price is then used to calculate the return on
		all of their investment.	As a result, the potential effect of the value of the underlying on the return on the Notes means that investors may lose some or
			In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, Notes (including the return on the Notes) are described as being linked to the Underlying.

		Redemption provisions in respect of Kick Out Notes with Capital at Risk:
		The Notes are zero coupon Kick Out Notes with Capital at Risk.
		These Notes have the potential for early maturity (kick out) on a certain date or dates specified in the Final Terms, depending on the level of the Underlying at that time. If the Notes kick out early an investor will receive a return of their initial investment plus a fixed percentage payment.
		If there has been no kick out, the return on the Notes at maturity will be based on the performance of the Underlying, and in certain circumstances this may result in the investor receiving an amount less than their initial investment.
		The potential payouts at maturity for Kick Out Notes with Capital at Risk are as follows:
		Scenario A - Upside Return
		If at maturity the level of the Underlying is greater than a specified percentage of the initial level of the Underlying, an investor will receive an "Upside Return" being their initial investment plus a percentage based on the difference between the final level of the Underlying, and the initial level of the Underlying; this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level of the Underlying is multiplied).
		Scenario B - No Return
		If at maturity the level of the Underlying is less than or equal to a specified percentage of the initial level of the Underlying, an investor will receive their initial investment with no additional return, provided that a "Trigger Event"* has not occurred.
		Scenario C - Loss of Investment
		If at maturity the level of the Underlying is less than or equal to a specified percentage of the initial level of the Underlying and a Trigger Event has occurred an investor's investment will be reduced by 1% for every 1% fall of the level of the Underlying at maturity.
		*A "Trigger Event", where specified as applicable in the relevant Final Terms, is the fall in the level of the Underlying below a specified percentage of the initial level of the Underlying either: (i) at any time during the period specified in the relevant Final Terms or (ii) on a particular date or dates specified in the relevant Final Terms.
C.19	Exercise price or final reference price of the underlying:	The performance of the Underlying will determine the redemption price of the Preference Share. This redemption price is used to calculate the final value of such Preference Share on a one for one basis. The percentage change in the final value of the Preference Share compared to its issue price is then used to calculate the return on the Notes.
		In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, Notes (including the return on the Notes) are described as being linked to the Underlying.

		Index Euro STOXX® 50	Weighting Not Applicable	obtained about the past and the further performance of the index Bloomberg
		Underlying		Where information can be
			The Underlying relating to the Notes is an index the details of which are set out in the following table, including details of the relative weightings of the components of the basket and information about where further information can be obtained about the past and the further performance of the Underlying.
			In this section, for ease of explanation rather than refer to the Notes being linked to the value of the Preference Share which is in turn linked to the Underlying, Notes (including the return on the Notes) are described as being linked to the Underlying.
C.20	Type of the underlying:	the Notes.	The performance of the Underlying will determine the redemption price of the Preference Share. This redemption price is used to calculate the final value of the Preference Share on a one for one basis. The percentage change in the final value of the Preference Share as against its issue price is then used to calculate the return on
			The determination of the redemption amount of the Notes will be carried out by the Calculation Agent, being Investec Bank plc.
		averaging end date.	The final level of the Underlying will be the arithmetic average of the closing level on each scheduled trading day in the period from and including a final averaging start date to and including the final
		Date.	The initial level of the Underlying will be the closing level on the Issue
			of the Underlying with a final level of the Underlying.	The Preference Share Calculation Agent will compare an initial level
		Investec Bank plc.		The determination of the performance of the Underlying will be carried out by the Preference Share Calculation Agent, being

SECTION D - RISKS
D.2	Risks specific to the issuer:	In relation to Public Offers of the Notes, the Notes are designed for investors who are or have access to a suitably qualified independent financial adviser or who have engaged a suitably qualified discretionary investment manager, in order to understand the characteristics and risks associated with structured financial products.
		The following are the key risks applicable to the Issuer:
		The Issuer's businesses, earnings and financial condition may be affected by the instability in the global financial markets
		The performance of the Issuer may be influenced by the economic conditions of the countries in which it operates, particularly the UK,

Europe, Asia and Australia. 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 mitigates capital and liquidity risk by careful management of its balance sheet, through, for example, capital and other fund-raising activities, disciplined capital allocation, maintaining surplus liquidity buffers and diversifying its funding sources. The Issuer is required by regulators in jurisdictions in which it undertakes regulated activities, to maintain adequate capital and liquidity. 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 may cause exceptional changes in the Issuer's markets, products and other businesses. Any exceptional changes, including, for example, substantial reductions in profits and retained earnings as a result of write-downs or otherwise, delays in the disposal of certain assets or the ability to access sources of liability, including customer deposits and wholesale funding, as a result of these circumstances, or otherwise, 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.
Credit risk exposes the Issuer to losses caused by financial or other problems experienced by its clients or other third parties
Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of the Issuer's businesses. The Issuer is exposed to the risk that third parties that owe it money, securities or other assets will not perform, or will be unable to perform, their obligations which could adversely affect the Issuer's results of operations or financial condition. These parties include clients, governments, trading or reinsurance counterparties, clearing agents, exchanges, other financial intermediaries or institutions, as well as issuers whose securities the Issuer holds, who may default on their obligations to the Issuer due to bankruptcy, lack of liquidity, operational failure, economic or political conditions or other reasons. In addition, approximately one third of the Issuer's loan portfolio comprises lending collateralised by property.
There is no individual concentration risk and there is little lending against speculative property development. A deterioration in the property markets could affect the quality of the Issuer's security relating to such loans and could negatively impact on the level of impairments required to be recorded in the event that a borrower defaults. The occurrence of such events has led and may lead to

		future impairment charges and additional write-downs and losses for the Issuer. In addition, the information that the Issuer uses to manage its credit risk may be inaccurate or incomplete, leading to an inability on the part of the Issuer to manage its credit risk effectively.
D.6	Risks specific to the securities:	Capital at Risk: The Notes are not capital protected. Accordingly, there is no guarantee that the return on a Note will be greater than or equal to the amount invested in the Notes initially or that an investor's initial investment will be returned. Investors may lose some or all of their initial investment.
		Unlike an investor investing in a savings account or similar investment, where an investor may typically expect to receive a low return but suffer little or no loss of their initial investment, an investor investing in the Notes may expect to potentially receive a higher return but may also expect to potentially suffer a total or partial loss of their initial investment.
		Unsecured Notes: Investors investing in unsecured Notes are advised to carefully evaluate the Issuer's credit risk when considering an investment in such Notes. If the Issuer became unable to pay amounts owed to the investor under the unsecured Notes, such investor does not have recourse to the underlying or any other security/collateral and, in a worst case scenario, investors may not receive any payments under the Notes. The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.
		Return linked to performance of the relevant Preference Share: The return on the Notes is calculated by reference to the percentage change in value of one or more preference shares, the redemption price on such preference shares being based on the performance of the Underlying. Poor performance of the relevant Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.
		In this section, for ease of explanation, the return on the Notes is summarised by reference to the performance of the Underlying rather than the applicable Preference Share.
		Return linked to performance of the relevant Underlying: The return on the Notes is calculated by reference to the performance of the Underlying. Poor performance of the relevant Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.
		Downside risk: Since the Notes are not capital protected, if at maturity the level of the Underlying is less than or equal to a specified level, investors may lose their right to return of all their principal at maturity and may suffer a reduction of their capital in proportion (or a proportion multiplied by a leverage factor) with the decline of the level of the Underlying, in which case investors would be fully exposed to any downside of the Underlying during such specified period.
		Leverage factor (Gearing): The return on the Notes may be subject to a leverage factor of less than 100% and accordingly the investors may receive a lower Upside Return than they would have done had the Notes not been subject to Gearing. Conversely, if the Notes are

subject to a leverage factor of more than 100%, a small downward movement in the final level of the relevant Underlying could result in investors suffering significant losses.
Capped return: The return on the Notes may be capped, and accordingly the investors may receive a lower Upside Return than they would have done had the Notes not been subject to a Cap. This could result in the investors forgoing returns that could have been made had they invested in a product without a similar cap.

SECTION E - OFFER
E.2 b	Reasons for the Offer and Use οf Proceeds:	Not applicable. The use of proceeds is to make a profit and/or hedge risks.
E.3	and Terms 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 Preference Share Calculation Agent and the valuation agent in connection with the Preference Share(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, Preference Share Calculation Agent or Valuation Agent its duties as agent (in the interests of holders of the Notes) may conflict with its interests 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 Offeror or Dealer to the investor.