Investec PLC — Capital/Financing Update 2016

Oct 13, 2016

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

13 October 2016

Investec Bank plc Issue of GBP 1,000,000 Impala Upside Notes without Capital at Risk due 2022 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 in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) and includes any relevant implementing measures in the Relevant Member State.

Prospective investors considering acquiring any Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after carefully considering the suitability of the Notes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investment portfolio) and the information contained in this Base Prospectus and the 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 20 July 2016, which constitutes a base prospectus (the "Base Prospectus") for the purposes of Article 5(4) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) (the "Prospectus Directive").

Terms used herein shall be deemed to be defined as such for the purposes of the 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 Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB. A summary of the offer of the Notes is annexed to these Final Terms.

Ĩ.	Issuer:		Investec Bank plc
2.	(a)	Series Number:	220
	(b)	Tranche Number:	1
3.	Currencies:	Specified Currency or	GBP
4.	Amount:	Aggregate Nominal
	(a)	Series:	GBP 1,000,000
	(b)	Tranche:	GBP 1,000,000
5.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
6.	(a)	Specified Denominations:	GBP 1,000
	(b)	Calculation Amount:	GBP 1,000
7.	(a)	Issue Date:	14 October 2016
	(b)	Interest Commencement Date:	Not Applicable
8.		Maturity Date:	18 October 2022
9.		Interest Basis:	Not Applicable
10.	Redemption/Payment Basis:		Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to these Final Terms for further details)
11.	Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
12.		Call Option:	Not Applicable

• $13.$ Put Option: Not Applicable
• 1. $(a)$ Security Status: Unsecured Notes
• $(b)$ Date Board Not Applicable for approval issuance of Notes obtained:
• Method of distribution: $15.$ Non-syndicated
• 1. Redenomination on Euro Not Applicable Event:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

$17.$ Fixed Rate Note Provisions Not Applicable 18. Floating Rate Note Not Applicable Provisions 19. Coupon Deferral Not Applicable 20. Not Applicable Coupon Step-up $21.$ Zero Coupon Notes Not Applicable

PROVISIONS RELATING TO REDEMPTION

22.	Final Redemption Amount	Index Linked Notes (see Annex 1 (Equity/Index/Dual
	of each Note:	Underlying Linked Note Provisions) to these Final Terms
		for further details)

$23.$ Early Redemption Amount:

Early Redemption Fair Market Value 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):

• Details relating to Instalment Not Applicable 24. Notes:
• $25.$ Issuer Call Option Not Applicable
• 1. Noteholder Put Option Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

• 1. Form of Notes: Bearer Notes: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event.
• 28 Additional Financial Not Applicable Centre(s) or other special provisions relating to

Payment Days: 29. Talons for future Coupons or No Receipts to be attached to Definitive Notes (and dates on which such Talons mature): DISTRIBUTION 30. If syndicated, names Not Applicable $(a)$ and addresses of Managers: $(b)$ Date of Subscription Not Applicable Agreement: If non-syndicated, name and 31. Investec Bank plc, 2 Gresham Street, London, EC2V 7OP. address of relevant Dealer: Invested Bank plc will initially subscribe for up to 45% of the principal amount of the Tranche as unsold allotment. Invested Bank plc may subsequently place such Notes in the secondary market or such Notes may subsequently be repurchased by the Issuer and cancelled. $32.$ Total commission and Not Applicable concession: 33. U.S. Selling Restrictions: Reg. S Compliance Category: 2; TEFRAD TAXATION $34.$ Taxation: Condition 7A (Taxation - No Gross up) applies SECURITY 35. Security Provisions: Not Applicable CREDIT LINKAGE Credit Linkage Applicable 36. Credit Linked Portion: 100 per cent. of the Notes $(a)$ Reference Entities: $(b)$ Name of Reference Reference Reference Entity Entity Entity Weighting Removal Date $(°/6)$ Barclays Bank 100 Not Applicable plc Recovery Rate: General Recovery Rate shall apply. $(c)$ Interest Accrual Cessation Not Applicable $(d)$ Date: Noteholder Amendment Not Applicable $(e)$ Request:

6 Yr Capital Protected Upside Note linked to Barclays Bank plc (General Recovery)

$($ f)	Simplified Credit Linkage:		Not Applicable
(g)		ISDA Credit Linkage:	Applicable
	(i)	Reference Entity Reference Obligation:	Not Applicable
	(ii)	Seniority Level:	Senior Level
	(iii)	Quotation Amount:	Not Applicable
Rate (iv) Recovery Gearing:			Not Applicable
	(v)	Entity Reference Removal Provisions:	Not Applicable
	(vi)	CDS Event Redemption Amount:	Option A
	(vii)	CDS Event Redemption Date:	Three Business Days following the Settlement Date under the relevant Notional CDS
(h)	Parallel Provisions:	Credit Linkage	Not Applicable

6 Yr Capital Protected Upside Note linked to Barclays Bank plc (General Recovery)

RESPONSIBILITY

Signed on behalf of the Issuer:

By: . . . . . . . . . . . . . . . . . . . . . Duly authgrised Thomson

Authorised Signatory

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

Jennifer Peacock
Authorised Signatory

PART B-OTHER INFORMATION

LISTING $\mathbf{L}$

• Listing: Official List of the FCA $(a)$ Admission to trading: Application is expected to be made by the Issuer (or $(b)$ on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc on or about the Issue Date.
• $2.$ 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

(a)	Reasons for the offer:	Information not required
-----	------------------------	--------------------------

Estimated net proceeds: (b)		Information not required
--------------------------------	--	--------------------------

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

PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER $5.$ INFORMATION CONCERNING THE UNDERLYING

Information about the past and the further performance of the Reference Entity and its volatility can be found on Bloomberg.

OPERATIONAL INFORMATION $6₁$

(a)	ISIN Code:	XS1487314202
(b)	SEDOL Code:	Not Applicable
(c)	Common Code:	148731420
(d)	Any clearing system(s) other than Not Applicable Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
(e)	Delivery:	Delivery against payment
(f)	Additional Paying Agent(s) (if Not Applicable any):
(g)	Common Depositary:	Deutsche Bank AG, London Branch
(h)	Calculation Agent:	Investec Bank plc
	is Calculation Agent to Yes (i) make calculations?

$\mathop{\rm if}$ identify Not Applicable $(ii)$ not, calculation agent:

$7.$ TERMS AND CONDITIONS OF THE OFFER

Not Applicable

ANNEX1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

ı.	Type of Note:	Index Linked Note
2.	Type of Underlying:	Single Index
3.	Physical Settlement	Not Applicable
4.	Redemption and Interest Payment Provisions:
(a)	Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(b)	Kick Out Notes without Capital at Risk Redemption Provisions	Not Applicable
(c)	Phoenix Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(d)	Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(e)	Upside Notes without Capital at Risk Redemption Provisions	Not Applicable
	Return Threshold: (i)	100 per cent. of Initial Index Level
	Digital Return: (ii)	Not Applicable
	Upside Return: (iii)	Applicable
	Minimum Return: (iv)	Not Applicable
	Cap: (v)	Not Applicable
	Gearing: (v i )	Not Applicable
$\left( \mathrm{f}\right)$	N Barrier (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(g)	Range Accrual (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(h)	Range Accrual Notes (Income) without Capital at Risk	Not Applicable
(i)	Reverse Convertible Notes with Capital at Risk	Not Applicable
(i)	Dual Underlying Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(k)	Dual Underlying Upside Notes with Capital at Risk Redemption Provisions	Not Applicable

6 Yr Capital Protected Upside Note linked to Barclays Bank plc (General Recovery)

$\mathbb{L}$ Additional Provisions

(a)	Underlying:
	Index (i)	EVEN 30TM
	(ii) Index Sponsor:	Invested Bank plc
	Exchange: (iii)	The London Stock Exchange plc
	Multi-Exchange (iv) Index:	No
	Non Multi- (v) Exchange Index:	Yes
(b)	Averaging Dates Market Disruption:	Omission
(c)	Additional Disruption Events:	Hedging Disruption and Increased Cost of Hedging
(d)	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.
(e)	Valuation Time:	The time at which the Index Sponsor publishes the closing level of the Index
$\Omega$	Strike Date:	14 October 2016
(g)	Initial Index Level	The Level on the Strike Date
(h)	Initial Averaging:	Not Applicable
(i)	Automatic Early Redemption:	Not Applicable
(j)	Automatic Early Redemption Averaging:	Not Applicable
(k)	Barrier Condition:	Not Applicable
(1)	Barrier Averaging:	Not Applicable
(m)	Final Index Level	Final Averaging applies
(n)	Final Averaging:	Applicable
	Final Averaging (i) Dates:	Final Averaging Period applies
	Final Averaging (ii) Period:	Each Scheduled Trading Day from and including 14 April 2022 (the "Final Averaging Start Date") and to and including 14 October 2022 (the "Final Averaging End Date").

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

Statements regarding the Reference Entity:	Applicable - Barclays Bank plc
	The Reference Entity has not sponsored or endorsed the Notes or the related plan in any way, nor have they undertaken any obligations to perform any regulated activity in relation to the Notes or the related plan.
Statements Regarding the FTSE® 100 Index:	Not Applicable
Statements Regarding the FTSE® All-World Index:	Not Applicable
Statements regarding the S&P® 500 Index:	Not Applicable
Statements regarding the EuroSTOXX® Index:	Not Applicable
Statements regarding the MSCI® Index:	Not Applicable
Statements regarding the MSCI Emerging Market Index:	Not Applicable
Statements regarding the Hang Seng China Enterprises (HSCEI) Index:	Not Applicable
Statements regarding the Deutscher Aktien Index Not Applicable (DAX):
Statements regarding the S&P/ASX 200 (AS51) Index:	Not Applicable
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 Efficient Europe 30 Price Index:	Not Applicable
Statements regarding the Finvex Sustainable Efficient Not Applicable World 30 Price Index:
Statements regarding the Tokyo Stock Exchange Price Index:	Not Applicable
Statements regarding the EVEN 30TM Index:	Not Applicable
Statements regarding the EURO 70™ Low Volatility Index:	Not Applicable

PART A - INFORMATION RELATING TO ALL NOTES

SUMMARY

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

This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no
relevant information can be given regarding the Element. In this case, a short descr

Section $A - Introduction$ and Warnings
A.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 name of the Issuer:	The legal name of the issuer is Investee 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 Investee 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.4 b	Trends:	The Issuer, in its audited consolidated financial statements for the year ended 31 March 2016, reported an increase of 44.6% in operating profit before goodwill and acquired intangibles and after non-controlling interests to £146.3 million (2015: £101.2 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 31 March 2016, the Issuer had £5.0 billion of cash and near cash to support its activities, representing 45.7% of its customer deposits. Customer deposits have increased by 4.3% since 31 March 2015 to £11.0 billion at 31 March 2016. The Issuer's loan to deposit ratio was 70.5% as at 31 March 2016 (2015: 66.5%). At 31 March 2016, the Issuer's total capital adequacy ratio was 17.0% and its tier I ratio was 11.9%. The Issuer's anticipated 'fully loaded' common equity tier I ratio and leverage ratio are 11.9% and 7.5%, respectively (where 'fully loaded' is based on Capital Requirements Regulation ("CRR") requirements as fully phased in by 2022). These disclosures incorporate the deduction of foreseeable dividends as required by the CRR and European Banking Authority technical standards. Excluding this deduction, the ratio would be 0.3% higher. The credit loss charge as a percentage of average gross core loans and advances has decreased from 1.16% at 31 March 2015 to 1.13%. The Issuer's gearing ratio remains low with total assets to equity decreasing to 9.9 times at 31 March 2016.

B.5	The group:	The Issuer is the main banking subsidiary of Investee plc, which is part of an international banking group with operations in three principal markets; the United Kingdom 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 Oualifications:	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 2015 or 31 March 2016.
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 2015 and 31 March 2016.
		Financial features		Year Ended
		Operating profit before amortisation of acquired intangibles,	31 March 2016	31 March 2015
		non-operating items, taxation and after non-controlling interests (£'000)	146,347	101,243
		Earnings attributable to ordinary shareholders (£'000)	96,635	105,848
		Costs to income ratio	73.3%	75.7%
		Total capital resources (including subordinated liabilities)
		(E'000) Total shareholders' equity (£'000)	2,440,165 1,842,856	2,398,038 1,801,115
		Total assets (£'000)	18,334,568	17,943,469
		Net core loans and advances (£'000)	7,781,386	7,035,690
		Customer accounts (deposits) (£'000)	11,038,164	10,579,558
		Cash and near cash balances (£'000)	5,046,000	5,011,000
		Funds under management (£'000) Capital adequacy ratio	30,100,000 17.0%	29,800,000 17.5%
		Tier 1 ratio
		There has been no significant change in the financial or trading position of the Issuer and its consolidated	11.9%	12.1%
		subsidiaries since 31 March 2016, being the end of the most recent financial period for which it has published financial statements. There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2016, 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 within entities	The Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Investee 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 Investee plc.
B.15	The Issuer's	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking.
	Principal Activities:	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 a select client base in the United Kingdom and Europe and Australia/Asia and certain other countries. 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 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's expectation of default risk is currently low and Fitch is of the opinion that the Issuer's capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
		The long-term senior debt of the Issuer has a rating of A2 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 οſ 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 220, Tranche number 1.
		Form of Notes: The applicable Final Terms will specify whether the relevant Notes will be issued in bearer form ("Bearer Notes"), in certificated registered form ("Registered Notes") or in uncertificated registered form (such Notes being recorded on a register as being held in uncertificated book-entry form), ("Uncertificated Registered Notes"). Registered Notes and Uncertificated Registered Notes will not be exchangeable for other forms of Notes and vice versa.
		The Notes are issued in bearer form.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: XS1487314202
		Common Code: 148731420
		SEDOL: Not Applicable
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 GBP.
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	Status: The Notes are unsecured. The Notes will constitute direct, unconditional, unsubordinated unsecured obligations of the Issuer that will rank part 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 to those Rights:	Investors investing in unsecured Notes (including unsecured Notes which are described in the applicable Final Terms as Notes that do not have 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.
		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 Barclays Bank plc.
		Denomination: The Notes will be issued in denominations of GBP1,000.
		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 to Interest.	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than for taxation reasons or an event of default or, in the case of Notes linked to one or more Reference Entity, if any such Reference Entity becomes subject to a CDS event (broadly speaking, becomes insolvent, fails to pay amounts due on obligations or is subject to a restructuring of debt obligations in a manner that is detrimental to creditors (a "CDS Event")).
	Maturity, Yield and the.
	Representative of the Holders:
		Interest: The Notes are non-interest bearing.
		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 the value of the underlying instruments), and, in addition, are credit linked to a specified Reference Entity, namely Barclays Bank plc.
		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
$\overline{C.11}$	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") 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 the Issue Date.
C.15	Effect of value of underlying instruments:	The return on the Notes is linked to the performance of an underlying instrument (being the EVEN $30^{TM}$ ) 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.
		Credit Linkage
		The Notes are Credit Linked Notes to which ISDA Credit Linkage provisions apply.
		The market price or value of the Notes at any times is expected to be affected by changes in the value of the Underlying and the likelihood of the occurrence of a CDS Event in relation to Barclays Bank plc (the "Reference Entity").
		ISDA Credit Linkage - General Recovery Rate
		If the Reference Entity becomes subject to a CDS Event the value of the portion of the Notes linked to the relevant Reference Entity will be linked to a recovery rate (the "Recovery Rate") determined by reference to an auction coordinated by the International Swaps and Derivatives Association, Inc. ("ISDA") in respect of certain unsubordinated obligations of the Reference Entity or in certain circumstances, including if such an auction is not held, a market price as determined by Investec Bank plc in its capacity as calculation agent (the "Calculation Agent"). Details regarding ISDA auctions can be obtained as of the date hereof on ISDA's website, which is currently www.isda.org.
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 18 October 2022.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Series 220 are Upside Notes without Capital at Risk, the return on which is linked to the Underlying.

		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 an inflation index, "price" is in respect of a share or "value" is in respect of a basket of shares.
		The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the Underlying.
		Capital at Risk
		The Notes do not have capital at risk.
		Redemption provisions in respect of Upside Notes without Capital at Risk:
		The return on the Notes at maturity will be based on the final level of the Underlying (calculated as described in C.19 ( Exercise price or final reference price of the underlying ), however, since the Notes are capital protected, irrespective of the performance of the Underlying, an investor in any Notes which are not Credit Linked Notes, will receive at least a return of their initial investment.
		Scenario A - Upside Return
		If at maturity the level of the Underlying is greater than a specified percentage of the initial level of the Underlying, an investor will receive a cash amount equal to their initial investment plus an "Upside" Return" being a percentage based on the difference between the final level of the Underlying, and the initial level of the Underlying; this additional return may be subject to a cap (i.e. maximum amount) or gearing (i.e. a percentage by which any change in the level of the Underlying is multiplied).
		Scenario B - No Return
		If at maturity the level of the Underlying is less than or equal to a specified percentage of the initial level of the Underlying, an investor will receive a cash amount equal to their initial investment with no additional return.
C.19	Exercise price or reference final of the	The determination of the performance of Underlying will be carried out by the Calculation Agent, being Invested Bank plc as at the Valuation Time.
	price underlying:	The initial level of the Underlying will be the closing level on the Strike Date.
		The final level of the Underlying will be the arithmetic average of the closing level on each scheduled trading day in the period from and including the final redemption averaging start date to and including the final redemption averaging end date.
		The determination of the redemption amount of the Notes will be carried out by the Calculation Agent, being Invested Bank plc.
		The determination of the auction price determined by the ISDA Determinations Committee or the applicable market value of the relevant debt obligations of the Reference Entity following the occurrence of a CDS Event relating to the relevant Reference Entity, will be carried out by the Calculation Agent.
C.20	Type of the underlying:	The Underlying relating to the Notes is a single index (being the EVEN 30 TM Index), information about the past and the further performance of which can be obtained on 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:
		Market risks, business and general macro-economic conditions and fluctuations as well as volatility in the global financial markets could adversely affect the Issuer's business in many ways.
		The Issuer is subject to risks arising from general macro-economic conditions in the countries in which it operates, including in particular the UK, Europe, Asia and Australia, as well as global economic conditions.
		The Issuer is subject to risks concerning customer and counterparty credit quality.
		Credit and counterparty risk is defined as the risk arising from an obligor's (typically a client's or counterparty's) failure to meet the terms of any agreement. Credit and counterparty risk arises when funds are extended, committed, invested, or otherwise exposed through contractual agreements, whether reflected on- or off-balance sheet.
		The Issuer's credit risk arises primarily in relation to its Specialist Banking business, through which it offers products such as private client mortgages and specialised lending to high income professionals and high net worth individuals and a range of lending products to corporate clients, including corporate loans, asset based lending, fund finance, asset finance, acquisition finance, power and infrastructure finance, resource finance and corporate debt securities. Within its Wealth & Investment business, the Issuer is subject to relatively limited settlement risk which can arise due to undertaking transactions in an agency capacity on behalf of clients.
		In accordance with policies overseen by its Central Credit Management department, the Issuer makes provision for specific impairments and calculates the appropriate level of portfolio impairments in relation to the credit and counterparty risk to which it is subject.
		Increased credit and counterparty risk could have a material adverse impact on the Issuer's business, results of operations, financial condition and prospects.
		The Issuer is subject to liquidity risk, which may impair its ability to fund its operations.
		Liquidity risk is the risk that the Issuer has insufficient capacity to fund increases in its assets, or that it is unable to meet its payment obligations as they fall due, without incurring unacceptable losses. This includes repaying depositors and repayments of wholesale debt. This risk is inherent in all banking operations and can be impacted by a range of institution-specific and market-wide events.
		The Issuer may have insufficient capital in the future and may be unable to secure additional financing when it is required.
		The prudential regulatory capital and liquidity requirements applicable to banks have increased significantly over the last decade, largely in response to the financial crisis that commenced in 2008 but also as a result of continuing work undertaken by regulatory bodies in the financial sector subject to certain global and national mandates. These prudential requirements are likely to increase further in the short term, not least in connection with ongoing implementation issues, and it is possible that further regulatory changes may be implemented in this area in any event.
		If the Issuer fails to meet its minimum regulatory capital or liquidity requirements, it may be subject to administrative actions or sanctions. In addition, a shortage of capital or liquidity could affect the Issuer's ability to pay liabilities as they fall due, pay future dividends and distributions, and could affect the implementation of its business strategy, impacting future growth potential.
D.3	Risks specific to the securities:	Series 220 are Upside Notes without Capital at Risk. ISDA Credit Linkage applies in respect of the Notes.
		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.
		Investment Products: The Notes 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.

Tax: Notcholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.

Key risks specific to Credit Linked Notes

Credit Linkage: The Notes are linked to the credit of Barclays Bank plc (the "Reference Entity") (the "Credit Linked Notes"). If a Reference Entity becomes subject to a CDS 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, regardless of any positive performance in the Underlying. If one of the Reference Entities become subject to a CDS Event an investor's return on the Credit Linked Notes may be zero.

General 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 CDS Event in respect of a Reference Entity will be determined by reference to an auction price for the unsecured, unsubordinated debt obligations of the applicable Reference Entity as determined by the ISDA Determination Committee or the market value of such obligation(s) ("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 a particular debt instrument issued by the Reference Entity.

Section $E -$ Offer
E.2b	Reasons for the Offer and Use of Proceeds:	Not Applicable. The use of proceeds is to make a profit and/or hedge risks.
E 3	Terms and Conditions of the Offer:	Not Applicable.
E.4	Interests Material to the Issue:	The Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Notes and may also be the 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.