Investec PLC — Capital/Financing Update 2016

Feb 4, 2016

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

3 February 2016

Investec Bank plc

Issue of ZAR 300,000,000 Impala Old Mutual pic 3mJIBAR + 6.50% Floating Rate Notes due 2021

under the

£2,000,000,000 Impala Bonds 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 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 applicable 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

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 £2,000,000,000 Impala Bonds Programme dated 21 July 2015, which together with the supplemental prospectus dated 9 December 2015 constitute 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 2013 Conditions incorporated into and defined 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 the Final Terms.

$\mathbf{1}$ .	Issuer:		Investec Bank plc
2.		(a) Series Number:	134S
	(b) Tranche Number:		$\mathbf{1}$
3.		Specified Currency or Currencies:	South African Rand ("ZAR")
4.		Aggregate Nominal Amount:
	(a) Series:		ZAR 300,000,000
	(b) Tranche:		ZAR 300,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	ZAR2,000,000 plus integral multiples of ZAR 20,000 in excess thereof
	(b)	Calculation Amount:	ZAR 20,000
7.	(a)	Issue Date:	4 February 2016
	(b)	Interest Commencement Date:	4 February 2016
8.	Maturity Date:		The Interest Payment Date falling in June 2021 (currently expected to be 3 June 2021).
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
Security Status: (a) 14.		Secured Notes. The Issuer has designated the Notes

				as covered bonds.
	(b)		Date of Board approval for issuance of Notes obtained:	Not Applicable
15.			Method of distribution:	Non-syndicated
16.			Redenomination on Euro Event:	Not Applicable
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.			Fixed Rate Note Provisions	Not Applicable
18.			Floating Rate Note Provisions	Applicable
	(a) Specified Interest Payment Dates:			3 March, June, September and December in each year from and including the Interest Payment Date falling in March 2016, to and including the Maturity Date.
	(b)		First Interest Payment Date:	The Interest Payment Date falling in March 2016.
	Business Day Convention: (c)			Modified Following Business Day Convention
	(d) Additional Business Centre(s):			Not Applicable
	Manner in which the Rate of (e) 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. The Rate of Interest for each Interest Period will be the offered quotation (expressed as a percentage rate per annum) for the Reference Rate which appears on the Relevant Screen Page as at 11.00 a.m. Johannesburg time on the Interest Determination Date in question plus the Margin, all as determined by the Calculation Agent.
		$\bullet$	Reference Rate:	3-month JIBAR
			Interest Determination Date(s):	The first day of each Interest Period
			Relevant Screen Page:	"JIBA3M Index" on Bloomberg
	(h)		ISDA Determination:	Not Applicable
	(i)	Margin(s):		$+6.50$ per cent. per annum
	(j)		Minimum Rate of Interest:	Not Applicable
	(k)		Maximum Rate of Interest:	Not Applicable
	(1)		Linear Interpolation:	Not Applicable
	(m)		Day Count Fraction:	Actual/365 (Fixed)
	Determination Date: (n)			Not Applicable

19.	Coupon Deferral			Applicable
			Coupon Reference Obligation:	The Coupon Reference Obligation is the Reference Entity Reference Obligation specified in Paragraph $35(f)$ below.
20.		Zero Coupon Notes:		Not Applicable
			PROVISIONS RELATING TO REDEMPTION
21.			Final Redemption Amount of each Note:	ZAR20,000 per Calculation Amount
22.			Early Redemption Amount:
	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):			Fair Market Value
23.		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 out in the Conditions):		Not Applicable
	(c)		Optional Redemption Amount of each Note and method, if any, of calculation of such amount(s):	Fair Market Value
	(d)		If redeemable in part:
		(i)	Minimum Redemption Amount:	Not Applicable
		(ii)	Maximum Redemption Amount:	Not Applicable
24.		Noteholder Put Option:		Not Applicable
	GENERAL PROVISIONS APPLICABLE TO THE NOTES
25.	Form of Notes:			Registered Notes: Registered Global Note (ZAR 300,000,000 nominal amount)
26.	Days:		Additional Financial Centre(s) or other special provisions relating to Payment	Not Applicable
27.			Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates	No

on which such Talons mature):

28.			Details relating to Instalment Notes:	Not Applicable
	DISTRIBUTION
29.	(a)		If syndicated, names and addresses of Managers:	Not Applicable
	(b)		Date of Subscription Agreement:	Not Applicable
30.	If non-syndicated, name and address of relevant Dealer:			Investec Bank Limited, 100 Grayston Drive, Sandown Sandton 2196, South Africa and Investec Bank plc, 2 Gresham Street, London EC2V 7QP. Investec Bank plc will initially subscribe for up to 85% of the principal amount of the Tranche as allotment. Investec unsold subsequently place such Notes in the secondary market or such Notes may subsequently be repurchased by the Issuer and cancelled.	Bank plc may
31.			Total commission and concession:	Not Applicable
32.			U.S. Selling Restrictions:	Reg. S Compliance Category: 2;
				TEFRA not applicable
	TAXATION
33.	Taxation:			Condition 7A (Taxation - No Gross up) applies
	SECURITY
34.		Security Provisions:		Applicable
	(a)		Secured Portion:	100 per cent. of the Notes
	(b)		Whether Collateral Pool secures this Series of Notes only or this Series and other Series:	This Series and other Series
	Date of Supplemental Trust Deed Supplemental Trust Deed dated on or about the Issue (c) relating to the Collateral Pool securing the Notes and Series Number of first Series of Secured Notes secured thereby:			Date securing Series Number 134S among others
	(d)		Eligible Collateral:	Valuation Percentage	Maximum Percentage
		(i)	Cash in an Eligible Currency	100%	100%
		(ii)	Negotiable debt obligations issued by the government of the United Kingdom or South Africa 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 Kingdom or South Africa 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 or South Africa 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
			Not applicable	Not applicable	Not applicable
		(vi)	Negotiable subordinated debt obligations issued by any of the following entities:
			Name of Entity	Valuation Percentage	Maximum Percentage
			Old Mutual plc	100%	100%
	(e)		Valuation Dates:	Every Business Day from and including the Issue Date to but excluding the date on which the Notes are due to be redeemed
	(f)		Eligible Currency(ies):	GBP and ZAR
	(g)		Base Currency:	ZAR
	(h)		Minimum Transfer Amount:	ZAR 200,000
	(i)		Independent Amount:	ZAR 1,000,000
	(j)		Dealer Waiver of Rights:	Applicable (in respect of Notes held by Investec Bank plc as Dealer only)
	CREDIT LINKAGE
35.	(a)		Form of Credit Linkage:	ISDA Credit Linkage
	(b)		Credit Linked Portion:	100 per cent. of the Notes
	(c)		CDS Event Redemption	Option B

Amount:

(d)	Reference Entities:	Name of Reference Entity	Reference Entity Weighting (%)	Reference Entity Removal Date
		Old Mutual plc	100	Not Applicable
(e)	Recovery Rate:	Specific Recovery Rate
(f) Obligation:	Reference Entity Reference	Applicable
		Name of Reference Entity		Reference Obligation
		Old Mutual plc		XS0632932538
(g)	Seniority Level:	Subordinated Level
(h)	Quotation Amount:	None specified
(i)	Recovery Rate Gearing:	Not Applicable
(i) Provisions:	Reference Entity Removal	Not Applicable
(k) Provisions:	Parallel Credit Linkage	Not Applicable
(1)	Standard Reference Obligation:	Not Applicable

RESPONSIBILITY

Signed on behalf of the Essuer:

By:

Duly authorised

Charles Stott
Authorised Signatory

By:

Duly authorised Paul Geddes
Authorised Signatory

PART B-OTHER INFORMATION

LISTING
(i)	Listing:	Official List of the FCA
(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 on or around the Issue Date

$2.$ RATINGS

$\mathbf{1}$ .

Ratings:

The Notes to be issued have not been rated

$3₁$ 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.

$\overline{4}$ . REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

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

HISTORIC INTEREST RATES $5₁$

Information on past and future performance and volatility of the JIBAR 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.

$\overline{7}$ . OPERATIONAL INFORMATION

• XS1327061823 $(i)$ ISIN Code:
• $(ii)$ SEDOL Code: Not Applicable
• $(iii)$ Common Code: 132706182
• $(iv)$ Any clearing system(s) other than Not Applicable Euroclear and Clearstream. Luxembourg and the relevant

identification number(s):

(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:	Investec Bank plc
	is Calculation Agent to ۰ make calculations?	Yes
	if not, identify ٠ calculation agent:	Not applicable

$8.$ TERMS AND CONDITIONS OF THE OFFER: Not Applicable

ANNEX 3 ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE
RELATING TO THE UNDERLYING

Statements regarding the Collateral Reference Entity:	Applicable - Old Mutual plc has not sponsored or endorsed the Notes in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Notes.
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 Not Applicable Market Index:
Statements regarding the Hang Seng China Not Applicable Enterprises (HSCEI) Index:
Statements regarding the Deutscher Aktien Not Applicable Index (DAX):
Statements regarding the S&P/ASX 200 (AS51) Not Applicable Index:
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 Not Applicable Efficient Europe 30 Price Index:

ANNEX

Summary

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

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
A.1 Introduction: This summary must be read as an introduction to this Base Prospectus in relation to the Notes and any decision to invest in the Notes should be based on a consideration of this 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:	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 of the name 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 unaudited half yearly financial report for the six months ended 30 September 2015, reported an increase of 82.4% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £91.9 million for the six months to 30 September 2015 (2014: £50.4) million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 30 September 2015, the Issuer had £4.4 billion of cash and near cash to support its activities, representing approximately 38.8% of its liability base. Customer deposits have decreased by 5.1% since 31 March 2015 to £10 billion at 30 September 2015. The Issuer's loan to deposit ratio was 71.6% as at 30 September 2015 (31 March 2015: 66.5%). At 30 September 2015, the Issuer's total capital adequacy ratio was 18.6%. The Issuer's leverage ratio is 8.0%. 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 decreased from 1.16% at 31 March 2015 to 0.89%. The Issuer's gearing ratio remains low with total assets to equity decreasing to 9.21 times at 30 September 2015.
B.5	The group:	The Issuer is the main banking subsidiary of Invested 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 Investee group's UK and Australia based assets and businesses.
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 2014 or 31 March 2015.
B.12	Financial Key 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 and the unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2014 and the six month period ended 30 September

Section B-Issuer
		2015.
				6 Months Ended		Year Ended
				30 September		31 March
			2015	2014	2015	$2014^\circ$
					(E'000)
		Financial features before Operating profit amortisation οſ acquired intangibles, non-operating items, taxation and after non- controlling interests	91,921	50,405	101,243	108,362
		Earnings attributable to ordinary
		shareholders Costs to income ratio	60,091 71.6%	75,812 75.5%	105,848 75.5%	50,667 76.1%
		Total capital resources
		(including) subordinated liabilities)	2,470,050	2,570,011	2,398,038	2,581,885
		Total shareholders' equity	1,845,258	1,910,373	1,801,115	1,912,109
		Total assets	16,933,304	19,510,280	17,943,469	20,035,483
		Net core loans and advances Customer accounts (deposits)	7,186,326 10,039,603	6,647,741 10,526,128	7,035,690 10,579,558	8,200,545 11,095,782
		Cash and near cash balances	4,354,356	4,461,505	5,010,861	4,253,000
		Funds under management	28,708,000	27,553,000	29,838,000	27,206,000
		Capital adequacy ratio	18.6%	16.7%	17.5%	15.8%
		Tier 1 ratio	13.1%	11.4%	12.1%	10.7%
		All financial information in respect of the six month period ended 30 September 2015, the year ended 31 March 2015 and the six month period ended 30 September 2014 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 30 September 2015, being the end of the most recent financial period for which it has published interim 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 Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Investec plc.
	the Group:	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 Investec 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 Australia/Asia. As part of its business, the Issuer provides investment management services to private clients, charities,

		Section B-Issuer
		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 Invested 1 Limited, the ultimate parent undertaking and controlling party of which is Invested 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 134S, 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 certificated registered form.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: XS1327061823
		Common Code: 132706182
		SEDOL Code: Not Applicable
$\overline{C.2}$	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 South African Rand ("ZAR").
C.5	Free 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, 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 to those Rights:	Security: The Notes are secured (the "Secured Notes"). The Secured Notes constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank pari passu among themselves. The Issuer will create security over a pool of collatera! ("Collateral Pool") to secure a specified portion (the "Secured Portion") of its obligations in respect of the Secured Notes. The Collateral Pool secures more than one Series of Secured Notes. Credit Linkage: The Notes are linked to the credit of one or more financial
		institutions or corporations listed on a regulated exchange or a sovereign entity or any Successor(s) (the "Reference Entity") (the Notes are "Credit Linked Notes" and such proportion of the Notes which is Credit Linked is the "Credit Linked Portion"). The Notes are Credit Linked Notes to which the ISDA Credit Linkage provisions apply.
		The Reference Entity on the Issue Date will be Old Mutual plc.
		The Notes will be issued in denominations of ZAR Denomination: 2,000,000 plus integral multiples of ZAR 20,000.

Section C-Securities
		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 Interest, to. Maturity, Yield and the Representative of the Holders:	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. Interest: The Notes are interest bearing and will bear interest at a floating rate (as further described below).
		Floating Rate Notes:
		Floating Rate Notes bear interest at a floating rate, being the "Rate of Interest" which is a variable percentage rate per annum namely 3 month $JIBAR + 6.50$ per cent.
		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 multiplies 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 XS0632932538, 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 deferral event in respect of 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

	Section C-Securities
C.11	Listing and Trading:	(the "London Stock Exchange"). effective as of the Issue Date.	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") Regulated Market of the London Stock Exchange plc 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
C.15	Effect of value of underlying instruments:	Credit Linkage
		provisions apply.	The Notes are Credit Linked Notes to which the ISDA Credit Linkage
		Mutual plc (the "Reference Entities" or "Reference Entity").	The market price or value of the Notes at any time is expected to be affected by the likelihood of the occurrence of a Credit Event in relation to Old
		ISDA Credit Linkage - Specific Recovery Rate
		are set out in the table below.	If the Reference Entity becomes subject to a Credit Event, the value of the portion of the Notes linked to the relevant Reference Entity (as determined by the Calculation Agent) will be linked to the market value of a specified debt obligation of the relevant Reference Entity (being the "Reference Obligation" in respect of the relevant Reference Entity). The Reference Obligations in relation to each Reference Entity to which the Note is linked
		Name of Reference Entity	Reference Obligation
		Old Mutual plc	XS0632932538
C.16	Expiration or maturity date:	The Maturity Date of the Notes is the Interest Payment Date falling in June 2021 (currently expected to be 3 June 2021).
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Series 134S are Floating Rate Notes.
		Interest Amounts payable on the Notes	The Notes bear interest at a floating rate equal to 3-month JIBAR plus 6.50
		per cent. per annum, payable quarterly in arrear.
		Redemption Amount payable on the Notes
		Maturity Date.	The Notes will be redeemed at 100 per cent. of the Issue Price at the
C.19	Exercise price or reference final	carried out by the Calculation Agent, being Investec Bank plc.	The determination of any early redemption amount of the Notes will be
	price of the underlying:		The determination of the auction price determined by the ISDA

Section $C -$ Securities
			Determinations Committee or the applicable market value of the relevant debt obligations of the Reference Entity following the occurrence of a Credit Event relating to the relevant Reference Entity, will be carried out by the Calculation Agent.
C.20	Type of underlying:		the Not Applicable

	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 ard 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

Section D-Risks
		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.3	Risks specific to the securities:	Series 134S are Secured Floating Rate Notes. ISDA Credit Linkage applies in respect of 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
		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 before the claims of the holders of the relevant Secured Notes. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the Secured Notes, 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 and an event of default under the Notes with respect to any one series of Secured Notes 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 which would not otherwise have arisen.
		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 value of the new collateral is equal to or exceeds the value 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 value of the new item of Eligible Collateral is equal to or exceeds the value 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.
		Key risks specific to Credit Linked Notes

Section D - Risks
	Credit Linkage: The Notes are linked to the credit of Old Mutual plc (the "Reference Entity") (the "Credit Linked Notes"). If a Reference Entity becomes subject to a Credit Event then the redemption price which would otherwise be payable in respect of the portion of the Note linked to such Reference Entity (the "Relevant Portion") will be reduced in accordance with the Recovery Rate. There is a risk that an investor in the Credit Linked Notes may receive considerably less than the amount paid by such investor. If one of the Reference Entities become subject to a Credit Event an investor's return on the Credit Linked Notes may be zero.
	Specific Recovery Rate in Credit Linked Notes - ISDA Credit Linkage: The redemption price payable on the Relevant Portion of the Notes following the occurrence of a Credit Event in respect of a Reference Entity will be determined by reference to the market value of specific reference obligation(s) of the Reference Entity ("Recovery Rate"). There is a risk that the return payable to an investor in a Credit Linked Notes may be different from the return that investors would have received had they been holding that debt instrument or another debt instrument issued by the specified Reference Entity.

	Section E - Offer
E.2 b	Reasons for the Offer and Use: οſ 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:	Issuer may be the Calculation Agent responsible for making The l 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.