Investec PLC — Capital/Financing Update 2016

Mar 1, 2016

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

18 December 2015

Invested Bank plc Issue of GBP Reverse Convertible Notes with Capital at Risk 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, except as provided in sub-paragraph (ii) below, 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:

• $(i)$ 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; or
• $(ii)$ in those Public Offer Jurisdictions mentioned in paragraph 8 of Part B below, provided such person is one of the persons mentioned in paragraph 8 of Part B below and that such offer is made during the Offer Period specified for such purpose therein.

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 B_s e 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.

70-40374494

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 Conditions, the Terms and the Additional Terms 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 Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE. A summary of the offer of the Notes is annexed to these Final Terms.

-1.			Investec Bank plc
2.	Issuer: (a) Series Number: (b) Tranche Number: Specified Currency or Currencies: Aggregate Nominal Amount: Series: (a) Tranche: (b) Issue Price: Specified Denominations: (a) Calculation Amount: (b) (a) Issue Date:		137
			1
3.			GBP
4.
			The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date as described in Part B, paragraph 8(viii) hereof
			The aggregate nominal amount of Notes issued will be notified and published on or about the Issue Date as described in Part B, paragraph 8(viii) hereof
5.			100 per cent. of the Aggregate Nominal Amount
6.			GBP 1.00
			GBP 1.00
7.			1 March 2016
	(b)	Interest Commencement Date:	Issue Date
8.	Maturity Date:		1 March 2022; provided however, that the Final Redemption Amount shall be payable on the day which is 2 Business Days immediately following the Maturity Date (the "Final Settlement Date") and no interest or other amounts shall accrue or be payable in respect of the period from (and including) the Maturity Date to the Final Settlement Date.
9.	Interest Basis:		Fixed Rate
10.		Redemption/Payment Basis:	Index-Linked

11.		Change of Interest Basis or Redemption/Payment Basis:	Not Applicable
12.	Call Option:		Not applicable
13.	Put Option:		Not applicable
14.	(a)	Security Status:	Unsecured Notes
	(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		Applicable
	(a)	$Rate(s)$ of Interest:	5.28 per cent. per annum payable monthly in arrear
	(b) Interest Payment Date(s):		First day of each calendar month from April 2016 up to and including the Maturity Date
	(c)	Fixed Coupon Amount(s):	0.0044 per Calculation Amount
	(d)	Day Count Fraction:	Not applicable
	(e)	Determination Date(s):	Each Interest Payment Date
18.		Floating Rate Note Provisions	Not applicable
19.	Coupon Deferral		Not applicable
20.	Zero Coupon Notes		Not applicable

PROVISIONS RELATING TO REDEMPTION

21.	Final Redemption Amount of each Note:	Index-Linked Provisions apply – see Annex 1 (Index- Linked Provisions) to these Final Terms
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:	Not applicable
24.	Noteholder Put Option:	Not applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

25.	Form of Notes:		Uncertificated Registered Notes
26.	Additional Financial Centre(s) or other special provisions relating to Payment Days:		Not applicable
27.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):		No
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 plc, 2 Gresham Street, London EC2V 7QP
31.		Total commission and concession:	Not Applicable
32.	U.S. Selling Restrictions:		Reg. S Compliance Category: 2;
			TEFRA not applicable
.

TAXATION

1. Taxation:

SECURITY

Security Provisions: 34.

Condition 7A (Taxation - No Gross up) applies

Not applicable

CREDIT LINKAGE

Credit Linkage 35.

Not applicable

RESPONSIBILITY

Signed on behalf of the Issuer:

$\downarrow$ By:

Duly authorised

Andrew Lillywhite Authorised Signatory

By: Paul Geddes Duly authorised 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
	DATINCS

$2.$ RATINGS

Ratings:

The Notes to be issued have not been rated

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

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

$\left( i\right)$	Reasons for the offer:	Information not required
(ii)	Estimated net proceeds:	Information not required
(iii)	Estimated total expenses:	Information not required

1. YIELD

Indication of yield:

Calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

5.28 per cent. per annum

6. PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER 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.

7. OPERATIONAL INFORMATION

• $(i)$ ISIN Code: GB00BYY35F24
• $(ii)$ SEDOL Code: BYY35F2
• $(iii)$ Common Code: Not Applicable
• $(iv)$ Any clearing system(s) other than The Notes will be Uncertified Registered Notes Euroclear and Clearstream.

held in CREST

Investec Bank plc

Not Applicable

Yes

Luxembourg and the relevant identification number(s):

$(v)$ Delivery: Delivery free of payment $(vi)$ Additional Paying Agent(s) (if Not Applicable any):

• $(vii)$ Not Applicable Common Depositary:
• $(viii)$ Calculation Agent:
• is Calculation Agent to make calculations?
• if not, identify calculation agent:

Conditions to which the offer is

Description of the application

TERMS AND CONDITIONS OF THE OFFER $\mathbf{8}$

• $(i)$ Offer Price:
• $(ii)$ Offer Period:

subject:

process:

$(iii)$

$(iv)$

An offer of the Notes will be made by the Plan

The Offer Price for the Notes is the Issue Price

Manager (as defined in Part B, paragraph $8(y)$ ) hereof) other than pursuant to Article 3(2) of the Prospectus Directive during the period from 9.00 a.m. (GMT) on 21 December 2015 until 5.00 p.m. (GMT) on 12 February 2016.

The Notes will be offered to retail investors in the United Kingdom, Jersey, Guernsey and the Isle of Man (the "Public Offer Jurisdictions") and will be available only through an investment in the Investec FTSE™ 100 Enhanced Income Plan 24 -Invested Version (the "Plan"), details of which are available from financial advisers.

Prospective investors should complete and sign an application form obtainable from their financial adviser and send it to their financial adviser who will send it to Investec Administration. Duly completed applications together with cheques for the full amount of the investor's subscription must be received by Investec Administration no later than:

• 5:00 p.m. (GMT) on 12 February 2016 $(a)$ (other than in respect of ISA transfers); $\alpha$ r
• $(b)$ 5:00 p.m. (GMT) on 29 January 2016 in respect of ISA transfers.

Investec Administration will send investors written acknowledgement by the end of the next working day following receipt of the completed application form. After the Issue Date, investors will be sent an opening statement showing each

$-6-$

$(v)$ Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

$(vi)$ Details of the minimum and/or maximum amount of application:

$(vii)$ Details of the method and time limits for paying up and delivering the Notes:

$(viii)$ Manner in and date on which results of the offer are to be made public:

$(ix)$ Procedure for exercise of any right of pre-emption. negotiability of subscription rights and treatment of subscription rights not exercised:

$(x)$ Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

investor's holdings in the Notes.

Investec Bank plc as plan manager (the "Plan Manager") in relation to the Plan may accept duly completed applications subject to the Terms and Conditions set out in the brochure relating to the Plan (the "Plan Brochure"). The Plan Manager reserves the right to reject an application for any reason, in which case the subscription monies will be returned. Further details of the cancellation rights and the application process are set out in the Plan Brochure.

Minimum of GBP3,000 to a maximum of GBP1,000,000

Duly completed applications together with cheques for the full amount of the investor's subscription must be received no later than 12 February 2016 (or 29 January 2016 in respect of ISA transfers).

Prospective Noteholders will be notified by the Plan Manager of their allocation of Notes. The Notes will be collectively held for investors in the name of Ferlim Nominees Limited, except to the extent that alternative delivery and settlement arrangements have been agreed between individual investors and the Plan Manager, as described more fully in the Plan Brochure.

The final size will be known at the end of the Offer Period.

A copy of these Final Terms will be filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).

Not Applicable

At the end of the Offer Period, the Plan Manager will proceed to notify the prospective Noteholders as to the amount of their allotment of the Notes

$(xi)$ Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Name(s) and address(es), to the extent known to the Issuer, of the

placers in the various countries where the offer takes place:

$(xii)$

None

Investec Bank plc, 2 Gresham Street, London EC2V 7QP

ANNEX1 INDEX LINKED PROVISIONS

Type of Note		Index Linked Note
	Type of Underlying	Single Index
	Redemption and Interest Payments:
(i)	Kick Out Notes with Capital at Risk	Not applicable
(ii)	Kick Out Notes without Capital at Risk	Not applicable
(iii)	Phoenix Kick Out Notes with Capital at Risk	Not applicable
(iv)	Upside Notes with Capital at Risk:	Not applicable
(v)	Upside Notes without Capital at Risk	Not applicable
(vi)	N Barrier (Income) Equity Notes/Index Linked Linked Notes with Capital at Risk	Not applicable
(vii)	Range Accrual (Income) Equity Linked Notes/Index Linked Notes with Capital at Risk	Not applicable
(viii)	Range Accrual Equity Linked Notes (Income) without Capital at Risk:	Not applicable
(ix)	Reverse Convertible Notes with Capital at Risk	Applicable
	Return Threshold:	100 per cent. of Initial Index Level
	Barrier Condition:	American
	Downside Return 1:	Applicable
	Downside Return 2:	Not applicable
	Gearing:	100 per cent.
	Lower Strike:	Not applicable
	Upper Strike:	Not applicable
(x)	Dual Underlying Kick Out Notes with Capital at Risk	Not applicable
(xi)	Dual Underlying Upside Notes with Capital at Risk	Not applicable

$4.$ Additional Provisions

$\hat{L}$

$\overline{2}$ .

$3.$

(i)	Underlying:
	Index:	FTSE™ 100 Index
	Index Sponsor:	FTSE International Limited
	Exchange:	London Stock Exchange plc
	Multi-Exchange Index:	No
0	Non Multi-Exchange Index:	Yes
(ii)	Additional Disruption Events:	Hedging Disruption and Increased Cost of Hedging
(iii)	Business Day:	A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London
(iv)	Constant Monitoring:	Not applicable
(v)	Strike Date:	1 March 2016
(vi)	Initial Index Level:	The Index Level on the Strike Date
(vii)	Best Strike:	Not applicable
(viii)	Initial Averaging:	Not applicable
(ix)	Automatic Early Redemption:	Not applicable
(x)	Averaging Dates Market Disruption:	Omission
(x i )	Barrier Level:	50 per cent. of Initial Index Level
(xii)	Observation Date(s):	Each Scheduled Trading Day in the Observation Period
(xiii)	Observation Period:	The period from and including 2 March 2016 to and including 1 March 2022.
(xiv)	Barrier Condition Averaging:	Not applicable
(xv)	Final Averaging:	Applicable
	Final Averaging Dates:	Final Averaging Period applies
	Final Averaging Start Date:	1 September 2021
	Final Averaging End Date:	1 March 2022
(xvi)	Valuation Date:	Not applicable
(xvii)	Valuation Time:	Close of Business

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

Statements regarding the Collateral Reference Not Applicable Entity:

Statements Regarding the FTSE™ 100 Index: Applicable

The Notes are not sponsored, endorsed or promoted by the FTSE ("FTSE") or by The London Stock Exchange plc (the "Exchange") or by The Financial Times Limited ("FT") and neither FTSE or Exchange or FT makes any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE™ 100 Index or the FTSE™ All-World Index (each an "Index") and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. Each Index is compiled and calculated solely by FTSE. However, neither FTSE or Exchange or FT shall be liable (whether in negligence or otherwise) to any person for any error in an Index and neither FTSE or Exchange or FT shall be under any obligation to advise any person of any error therein.

"FTSE^TM" and "Footsie^TM" are trade marks of The London Stock Exchange plc and The Financial Times Limited and are used by FTSE International Limited under licence.

(Source: The Financial Times Limited)

Statements regarding the S&P 500 Index:	Not Applicable
Statements regarding the Euro Stoxx Index:	Not Applicable
Statements regarding the MSCI Emerging Market Index:	Not Applicable
Statements regarding the Hang Seng China 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 Not Applicable Enhanced Absolute Return Index:
Statements regarding the Finvex Sustainable Not Applicable Efficient Europe 30 Price Index:
Statements regarding the Finvex Sustainable Not Applicable Efficient World 30 Price Index:
Statements regarding the Tokyo Stock Exchange	Not Applicable

Price Index:

Statements regarding the EVEN 30TM Index:

Not Applicable

Statements regarding the EURO 70TM Low
Volatility Index: Not Applicable

Statements regarding the SMI Index:

Not Applicable

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:	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, Jersey, Guernsey and the Isle of Man (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 Bonds Programme (the "Notes") by Investec Bank plc (the "Issuer"). We agree to use the Base Prospectus in connection with the offer of the Notes in United Kingdom, Jersey, Guernsey and the Isle of Man 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 applicable 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 applicable 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 applicable 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 Investec 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 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.9	Profit Forecast:	Not applicable.
B.10	Audit Report	Not applicable. There are no qualifications in the audit reports on the audited,
	Qualifications	consolidated financial statements of the Issuer and its subsidiary undertakings
		for the financial years ended 31 March 2014 or 31 March 2015.
B.12	Key Financial	The selected financial information set out below has been extracted without
	Information:	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 2015.
			6 Months Ended		Year Ended
			30 September		31 March
			2015	2014	2015	2014"
				(E'000)
		Financial features
		Operating profit before amortisation of acquired intangibles, non- operating items, taxation and after
		non-controlling interests	91,921	50,405	101,243	108,362
		Earnings attributable to ordinary shareholders	60,091	75,812	105,848	50,667
		Costs to income ratio	71.6%	75.5%	75.5%	76.1%
		Total capital resources (including
		subordinated liabilities)	2,470,050	2,570,011	2,398,038	2,581,885
		Total shareholders' equity Total assets	1,845,258 16,933,304	1,910,373 19,510,280	1,801,115 17,943,469	1,912,109 20,035,483
		Net core loans and advances	7,186,326	6,647,741	7,035,690	8,200,545
		Customer accounts (deposits)	10,039,603	10,526,128	10,579,558	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 I 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 upon other entities	The Issuer's immediate parent undertaking is Investec 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Investec plc.
	within 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 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 Australia/Asia. 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 Invested 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 1 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 137, 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 uncertificated registered form.

l,

		Uncertificated Registered Notes will be held in uncertificated form in accordance with the Uncertificated Securities Regulations 2001, including any modification or re-enactment thereof for the time being in force (the "Regulations"). The Uncertificated Registered Notes will be participating securities for the purposes of the Regulations. Title to the Uncertificated Registered Notes will be recorded on the relevant Operator register of corporate securities (as defined in the Regulations) and the relevant "Operator" (as such term is used in the Regulations) is CRESTCo. Limited ("CRESTCo") or any additional or alternative operator from time to time approved by the Issuer and the CREST Registrar and in accordance with the Regulations. Notes in definitive registered form will not be issued either upon issue or in exchange for Uncertificated Registered Notes.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terins.
		ISIN Code: GB00BYY35F24
		Common Code: Not Applicable
		SEDOL Code: BYY35F2
C.2	Currency of the	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
	Securities Issue:	The Specified Currency of the Notes is GBP.
C.5	Free Transferabil ity:	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	Rights The Attaching to the Securities, including	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.
	Ranking and Limitations	Denomination: The Notes will be issued in denominations of GBP 1.00.
	to. Rights:	those 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	Rights The Attaching to the Securities	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or an event of default).
	(Continued),	Interest: The Notes are interest-bearing.
	Including	Fixed Rate Notes:
	Information as to Interest, Maturity,	Fixed Rate Notes bear interest at a fixed percentage rate, being the "Rate of Interest" expressed as a percentage rate per annum. The Rate of Interest in respect of Series 137 is 5.28 per cent. per annum.

	Holders:	Interest Payment Date (or, in the case of the first Interest Payment Date, from the date which is specified as being the "Interest Commencement Date" until the first Interest Payment Date), and each period is referred to as an "Interest Period".
		The Issuer may specify this interest as "Fixed Coupon Amounts" in the Final Terms.
		Reverse Convertible Notes with Capital at Risk will pay a fixed rate of interest, regardless of the performance of the Underlying. The interest is payable periodically throughout the life of the Notes.
		Payments of Principal: Payments of principal in respect of Notes will be calculated by reference to an index (the "Underlying"), as further described in C.15 (Effect of value of underlying instruments).
		Yield:
		indication of future yield.	The yield of the Notes will be calculated on the Issue Date with reference to the Issue Price. Each such calculation of the yield of the Notes will not be an
		The yield of the Notes is 5.28 per cent. per annum.
		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:	On each interest payment date the Calculation Agent will determine the interest amounts payable to Noteholders on the basis of the additional specified provisions relating to such Notes.
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 1 March 2016.
C.15	Effect of value of underlying instruments:	The return on the Notes is linked to the performance of an underlying instrument (being FTSE™ 100 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:
		Index	Weighting
		FTSE™ 100 Index	100%
		changes in the value of the Underlying.	The market price or value of the Notes at any times is expected to be affected by
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 1 March 2022.
C.17	Settlement	The Notes will be cash-settled.
	procedure:

C.18	Return on securities:	Series 137 are Reverse Convertible Notes with Capital at Risk.
		Interest Amounts payable on the Notes
		The Notes bear interest at a fixed rate.
		Redemption Amount payable on the Notes
		The calculations which are required to be made to calculate the amounts payable in relation to each type of Note will be based on the level, price or value (as applicable) of the relevant Underlying at certain specified times. Where the "level" is in respect of an index, a basket of indices or the RPI, "price" is in respect of a share or "value" is in respect of a basket of shares of an Underlying.
		The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the Underlying.
		Capital at Risk
		The Notes have capital at risk.
		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.
		Reverse Convertible Notes with Capital at Risk:
		These Notes will pay a fixed rate of interest, regardless of the performance of the Underlying. The interest is payable periodically throughout the life of the Notes.
		The return on these Notes at maturity will be based on the performance of the Underlying and, since the Notes are not capital protected, in certain circumstances, this may result in the investor receiving an amount less than their initial investment.
		Scenario A - Return of Initial Investment
		At maturity:
		If the level of the Underlying is greater than or equal to a specified ٠ percentage of the initial level of the Underlying; or
		Where the initial level of the Underlying is less than a specified percentage of the initial level of the Underlying but the "Barrier Condition"* is satisfied,
		an investor will receive back their initial investment with no additional return.
		Scenario $B - Loss$ of Investment
		If at maturity the level of the Underlying is less than a specified percentage of the initial level of the Underlying and the "Barrier Condition" is not satisfied, an investor's investment will be reduced by an amount linked to the decline in performance of the Underlying (the "downside"); this downside performance may be subject to gearing (i.e. a percentage by which any change in the level of the Underlying is multiplied) ("Downside Return 1").

		*The "Barrier Condition" is satisfied where the Underlying has not fallen 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 several dates (averaging dates) specified in the relevant Final Terms
C.19	Exercise price or final reference	The determination of the performance of the relevant index will be carried out by the Calculation Agent, being Investec Bank plc as at the Valuation Time.
	price of the underlying:	The initial level of the Underlying will be the official closing level on the Issue Date.
		The final level of the Underlying will be the arithmetic average of the official closing level as at the Valuation Time on each on each scheduled trading day in the period from and including the final averaging start date to and including the final averaging end date.
		The determination of the redemption amount of the Notes will be carried out by
C.20	Type of the underlying:		The Underlying relating to the Notes is an index, the details of which are set out in the following table, including details of where further information can be obtained about the past and the further performance of the Underlying.
		Index	Weighting	Where information can be obtained about the past and the further performance of the index
		FTSE ™ 100 Index	100 %	Bloomberg

	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.3	Risks specific	Series 137 are Reverse Convertible Notes with Capital at Risk.
	to the	The following are the key risks applicable to the Notes:
	securities:	Capital at Risk: Reverse Convertible Notes may not be capital protected.
		The value of the Notes issuable under the Programme prior to maturity depends on a number of factors including the performance of the applicable Underlying. A deterioration in the performance of the Underlying may result in a total or partial loss of the investor's investment in the Notes.

As such Notes are not capital protected, there is no guarantee that the return on such 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. As a result of the performance of the relevant Underlying, an investor may lose 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 Notes which are not capital protected 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 (including unsecured Notes which are specified in the applicable Final Terms as Notes "without Capital at Risk") 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 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 or price of the relevant Underlying is less than or equal to a specified level or price, 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 Underlying level or price of the relevant Underlying, in which case investors wculd be fully exposed (or, in the case of a Note where only a portion of the capital is protected, the portion of capital not protected would be fully exposed) to any downside of the relevant Underlying during such specified period.
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.2b	Reasons for Offer the and Use of Proceeds:	The net proceeds from each issue of Notes will, unless specified in the applicable Final Terms, be used by the Issuer for general corporate purposes, which includes making a profit and/or hedging certain risks. If, in respect of any particular issue of Notes which are derivative securities for the purpose of Article 15 of the Commission Regulation No 809/2004 implementing the Prospectus Directive, there is another particular identified use of proceeds (other than making profit, hedging certain risks and/or general corporate purposes), this will be stated in the applicable Final Terms.
		Not Applicable. The use of proceeds is to make a profit and/or hedge risks.
E.3	Terms and Conditions of the Offer:	The Notes will be offered to retail investors in the United Kingdom, Jersey and the Isle of Man and Guernsey.
		Offer Price. The offer price for the Notes is the Issue Price. (i) (ii) Offer Period: The offer period for the Notes will commence on 21 December 2015 and end on 12 February 2016.

		(iii)	Conditions to which the offer is subject: The Notes will be available only through an investment in the FTSE™ 100 Enhanced Income Plan 24 - Investec Version (the "Plan"), details of which are available from financial advisers.
		(v)	Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Duly completed applications together with cheques for the full amount of the investor's subscription must be received no later than 12 February 2016 (or 29 January 2016 in respect of ISA transfers).
		(vi)	Details of the minimum and/or maximum amount of application: The application must be for a minimum of GBP3,000.00 subject to a maximum of GBP1,000,000.00.
		(vii)	Details of the method and time limits for paying up and delivering the Notes: Cheques for the full amount of the investor's subscription must be received no later than 12 February 2016 (or 29 January 2016 in respect of ISA transfers).
		(viii)	Manner in and date on which results of the offer are to be made public: The final size will be known (at the end of the Offer Period). A copy of the Final Terms will be filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).
		(ix)	Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Not Applicable.
		(x)	Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: At the end of the Offer Period, the Plan Manager will proceed to notify the prospective Noteholders as to the amount of their allotment of the Notes.
		(x i )	Amount of any expenses and taxes specifically charged to the subscriber or purchaser: None.
		(xii)	Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Investec Bank plc, 2 Gresham Street, London, EC2V 7QP.
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.