Investec PLC — Capital/Financing Update 2016

Nov 1, 2016

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

1 November 2016

Invested Bank plc

Issue of GBP 4,000,000 Impala Secured BT Bond 4.20% Fixed to Floating Rate Notes due 2025 to be consolidated with and form a single series with the existing GBP 20,000,000 Impala Secured BT Bond 4.20% Fixed to Floating Rate Notes due 2025

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 2014 Conditions incorporated into and defined in the Base Prospectus.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and copies may be obtained from www.investecstructuredproducts.com and during normal working hours from Invested 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.

Issuer:	Invested Bank plc
(a) Series Number:	72S
(b) Tranche Number:
	Subject as provided under Paragraph 27 (Form of Notes) below, the Notes issued under these Final Terms are to be consolidated and form a single series

se Final le series with the GBP20,000,000 Impala Secured BT Bond 4.20% Fixed to Floating Rate Notes due 2025 issued on 1 April 2015 (ISIN: SX1204597758) (the "Original Notes")

• Specified Currency or Currencies: $\overline{3}$ .
• Aggregate Nominal Amount: $\overline{4}$ .
• (a) Series:
• (b) Tranche:
• Issue Price: $\mathsf{S}$ .
• Specified Denominations: $(a)$ 6.
• Calculation Amount: $(b)$
• Issue Date: $7.$ $(a)$
• Interest Commencement Date: $(b)$
• Maturity Date: 8.
• $9₁$ Interest Basis:

24,000,000

GBP

4.000,000

100 per cent. of the Aggregate Nominal Amount

GBP1,000 plus integral multiples of GBP100 in excess thereof

• GBP100
• 2 November 2016

The Interest Payment Date falling in September 2016

The Interest Payment Date falling in December 2025 (currently expected to be 10 December 2025)

For the period from and including the Issue Date, to but excluding the Interest Payment Date falling in March 2020, Fixed Rate.

For the period from and including the Interest Payment Date falling in March 2020 to but excluding the Maturity Date, Floating Rate

10.		Redemption/Payment Basis:	Redemption at par
11.		Change of Interest Basis or Redemption/Payment Basis:	As described in Paragraph 9 (Interest Basis) above
12.	Call Option:		Applicable
13.	Put Option:		Not Applicable
14.	(a)	Security Status:	Secured Notes. The Issuer has designated the Notes as covered bonds
	(b)	Secured Portion:	100 per cent. of the Notes
	(c)	Date 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:	4.20 per cent. per annum payable quarterly in arrear
	ጡ)	Interest Payment Date(s):	10 June, September, December and March in each

year up to and including the Interest Payment Date falling in March 2020 subject, in each case, to adjustment in accordance with the Modified Following Business Day Convention as provided in Condition 4(b)

• Cumulative Interest: Not Applicable $(c)$
• Not Applicable Fixed Coupon Amount(s): $(d)$
• Day Count Fraction: $(e)$
• Determination Date(s): $(f)$

Floating Rate Note Provisions 18.

• Specified Period(s)/Specified $(a)$ Interest Payment Dates:
• First Interest Payment Date: $(b)$
• Multiple Rate: $(c)$
• Business Day Convention: $(d)$
• Additional Business Centre(s): $(e)$

• Manner in which the Rate of $(f)$ Interest and Interest Amount is to be determined:

• 10 June, September, December and March in each year from and including the Interest Payment Date falling in June 2020, to and including the Maturity Date.

• The Interest Payment Date falling in June 2020
• Not Applicable

Actual/365 (Fixed)

Not Applicable

Applicable

• Modified Following Business Day Convention
• Not Applicable

Screen Rate Determination

	(g)	Agent):	Party responsible for calculating the Rate of Interest and Interest Amount (if not the Calculation	Not Applicable
	(h)		Screen Rate Determination:	Applicable
		$\bullet$	Reference Rate:	3-month LIBOR
		۰	Interest Determination Date(s):	In respect of each Interest Period from and including the Interest Period beginning in March 2020, the first day of each Interest Period
		۰	Relevant Screen Page:	Bloomberg Page BP0003M Index (ICE Benchmark Administration Limited)
	(i)		ISDA Determination:	Not Applicable
	(j)	Margin(s):		$+2.50$ per cent. per annum
	(k)		Minimum Rate of Interest:	Not Applicable
	(1)		Maximum Rate of Interest:	Not Applicable
	(m)		Linear Interpolation:	Not Applicable
	(n)		Day Count Fraction:	Actual/365 (Fixed)
	(0)		Determination Date:	Not Applicable
19.		Coupon Deferral		Not Applicable
20.		Coupon Step-up:		Not Applicable
21.		Zero Coupon Notes:		Not Applicable
			PROVISIONS RELATING TO REDEMPTION
22.			Final Redemption Amount of each Note:	GBP100 per Calculation Amount
23.			Early Redemption Amount:
		in the Conditions):	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	Fair Market Value
24.			Details relating to Instalment Notes:	Not Applicable
25.		Issuer Call Option		Applicable
	(a)		Optional Redemption Date(s):	Any Business Day prior to the Maturity Date
	(b)		Notice period (if other than as set	Not Applicable
	(c)		out in the Conditions): Optional Redemption Amount of each Note and method, if any, of	Fair Market Value

calculation of such amount(s):

(d)	If redeemable in part:	Not Applicable

Not Applicable Noteholder Put Option 26.

GENERAL PROVISIONS APPLICABLE TO THE NOTES

Temporary Global Note Bearer Notes: 27. Form of Notes: exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event The Notes will be fungible for trading purposes with the Original Notes upon and to the extent of the Temporary Global Note being exchanged for the Permanent Global Note. Until such exchange, the Notes will have a temporary ISIN, SEDOL and Common Code and following such exchange, have the same ISIN, SEDOL and Common Code as the Original Notes (as set out below in paragraph 7 (Operational Information) of Part B). Additional Financial Centre(s) or other Not Applicable 28. special provisions relating to Payment Days: Yes. Talons mature on the Interest Payment Date Talons for future Coupons or Receipts to 29. falling in June 2021. be attached to Definitive Notes (and dates on which such Talons mature): DISTRIBUTION Not Applicable If syndicated, names and 30. $(a)$ addresses of Managers: Date of Subscription Agreement: Not Applicable $(b)$ Investec Bank plc, 2 Gresham Street, London EC2V If non-syndicated, name and address of $31.$ 7QP. relevant Dealer: Total commission and concession: Not Applicable $32.$ Reg. S Compliance Category: 2 U.S. Selling Restrictions: $33.$ TEFRAD TAXATION Condition 7A (Taxation - No Gross up) applies. 34. Taxation: SECURITY Security Provisions: Applicable 35. 100 per cent. of the Notes Secured Portion: $(a)$ This Series and other Series. Whether Collateral Pool secures $(b)$ this Series of Notes only or this

Series and other Series:

(c)		Date of Supplemental Trust Deed relating to the Collateral Pool securing the Notes and Series Number of first Series of Secured Notes secured thereby:	Supplemental Trust Deed dated 1 April 2015 securing Series Number 72S among others
(d)		Eligible Collateral:	Valuation Percentage	Maximum Percentage
	(i)	Cash in an Eligible Currency	100%	100%
	(ii)	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of not more than one year	100%	100%
	(iii)	Negotiable debt obligations issued by the government of United Kingdom having an original maturity at issuance of more than one year but not more than 10 years	100%	100%
	(iv)	Negotiable debt obligations issued by the government of United Kingdom having an original maturity at issuance of more than 10 years	100%	100%
	(v)	Negotiable senior debt obligations issued or guaranteed by any of the following entities:
		Name of Entity	Valuation Percentage	Maximum Percentage
		Telereal Securitisation PLC and successors thereto	100%	100%
	(i)	Negotiable subordinated debt obligations issued or guaranteed by any of the following entities:
		Name of Entity	Valuation Percentage	Maximum Percentage
		Not Applicable	Not Applicable	Not Applicable

	(e)	Valuation Dates:			are due to be redeemed			Every Business Day from and including the Issue Date to but excluding the date on which the Notes
	(f)		Eligible Currency(ies):		GBP
	(g)	Base Currency:			GBP
	(h)		Minimum Transfer Amount:		GBP10,000
	(i)		Independent Amount:		GBP50,000
	CREDIT LINKAGE
36.		Credit Linkage			Applicable
	(a)		Credit Linked Portion:		100 per cent. of the Notes
	(b)		Reference Entities:		Name Reference Entity	of	Reference Entity Weighting $(\frac{0}{0})$	Reference Entity Removal Date
					Telereal Securitisation PLC		100	Not Applicable
	(c)	Recovery Rate:			Specific Recovery Rate shall apply
	(d)		Interest Accrual Cessation Date:		Not Applicable
	(e)	Request:	Noteholder Amendment		Not Applicable
	(f)		Simplied Credit Linkage:		Not Applicable
	(g)		ISDA Credit Linkage:		Applicable
		(i)	Reference Reference Obligation:	Entity	Applicable
					Name of Reference	Entity		Reference Obligation
					Telereal Securitisation PLC and successors	thereto		Class C-1 Deferrable Interest Floating Rate Secured Notes due 2033 ISIN XS0275279064
		(ii)	Seniority Level:		Senior Level
		(iii)	Quotation Amount:		Not Applicable
		(iv)	Recovery Gearing:	Rate	Not Applicable
		(v)	Reference Removal Provisions:	Entity	Not Applicable
	(i)	Provisions:	Parallel Credit Linkage		Not Applicable

Signed on behalf of the Issuer:

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

Inhorised Maried Street By Duly authorised

Jennifer Peacock Authorised Signatory

PART B-OTHER INFORMATION

$\overline{1}$ . LISTING Official List of the FCA $(i)$ Listing:

Application is expected to be made by the Issuer Admission to trading: $(ii)$ (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange plc with effect from the Issue Date.

RATINGS $\overline{2}$ .

Ratings:

The Notes to be issued have not been rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $\overline{\mathbf{3}}$ . 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 4. EXPENSES

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

HISTORIC INTEREST RATES 5.

Information on past and future performance and volatility of LIBOR interest rates can be obtained from Reuters.

PERFORMANCE AND VOLATILITY OF THE UNDERLYING AND OTHER 6. INFORMATION CONCERNING THE UNDERLYING

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

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

$7.$

OPERATIONAL INFORMATION

$(i)$ ISIN Code:

	Temporary ISIN Code:	XS1514583431
	with Following consolidation Original Notes:	XS1204597758
(ii)	SEDOL Code:
	Temporary SEDOL Code:	BD8BWZ4
	with Following consolidation Original Notes:	BWCGX22
(iii)	Common Code:
	Temporary Common Code:	151458343
	with Following consolidation Original Notes:	120459775
(iv)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable
(v)	Delivery:	Delivery against payment
(v i )	Additional Paying Agent(s) (if any):	Not Applicable
(vii)	Common Depositary:	Deutsche Bank AG, London Branch
(viii)	Calculation Agent:	Invested Bank plc
	is Calculation Agent to ۰ make calculations?	Yes
	if not, identify calculation agent:	Not Applicable
	TERMS AND CONDITIONS OF THE	Not Applicable

$8.$

OFFER

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

Statements regarding the Reference Entity:	Applicable - Telereal Securitisation PLC
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) Not Applicable Index:
Statements regarding the CAC 40 Index:	Not Applicable
Statements regarding the Nikkei 225 Index:	Not Applicable
Statements regarding the JSE Top40 Index:	Not Applicable
Statements regarding the BNP Paribas SLI Enhanced Absolute Return Index:	Not Applicable
Statements regarding the Finvex Sustainable Efficient Europe 30 Price Index:	Not Applicable
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 30™ Index:	Not Applicable
Statements regarding the EURO 70TM 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 description of the Element is included in the summary with the mention of "Not Applicable".

		Section A - Introduction and Warnings
A.1	Introduction:	This summary must be read as an introduction to this Base Prospectus in relation to the Notes and any decision to invest in the Notes should be based on a consideration of this Base Prospectus, including the documents incorporated by reference herein, and this summary, as a whole.
		Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member State, be required to bear the costs of translating the Base Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid Investors when considering whether to invest in the Notes.
A.2	Consent:	Not Applicable. The Issuer does not consent to the use of this Base Prospectus in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus as the Notes will not be publicly offered.

	Section B - Issuer
B.1	and Legal commercial name of the Issuer:	The legal name of the issuer is Invested Bank plc (the "Issuer").
B.2	Domicile and legal form of the Issuer:	The Issuer is a public limited company registered in England and Wales under registration number 00489604. The liability of its members is limited.
		The Issuer was incorporated as a private limited company with limited liability on 20 December 1950 under the Companies Act 1948 and registered in England and Wales under registered number 00489604 with the name Edward Bates & Sons Limited. Since then it has undergone changes of name, eventually re-registering under the Companies Act 1985 on 23 January 2009 as a public limited company and is now incorporated under the name Investec Bank plc.

		The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia, the Financial Services and Markets Act 2000, for the purposes of which the Issuer is an authorised person carrying on the business of financial services provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006.
B.4b	Trends:	The Issuer, in its audited consolidated financial statements for the year ended 31 March 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 1 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 Invested plc, which is part of an international banking group with operations in three principal markets: the United Kingdom and Europe, Asia/Australia and South Africa. The Issuer also holds certain of the 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	Key Financial Information:	The selected financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 March 2015 and 31 March 2016.
		Financial features	Year Ended
			March 31 2016	31 March 2015
		amortisation of before Operating profit acquired intangibles, non-operating items, taxation and after non-controlling interests
		(E'000) Earnings attributable to ordinary shareholders	146,347	101,243
		(f'000)	96,635	105,848
		Costs to income ratio	73.3%	75.7%
		Total capital resources (including subordinated liabilities) (£'000)	2,440,165	2,398,038
		Total shareholders' equity (£'000)	1,842,856	1,801,115
		Total assets (£'000)	18,334,568	17,943,469
		Net core loans and advances (£'000)	7,781,386 11,038,164	7,035,690 10,579,558
		Customer accounts (deposits) (£'000) Cash and near cash balances (£'000)	5,046,000	5,011,000

		Funds under management $(E'000)$ Capital adequacy ratio Tier 1 ratio	29,800,000 30,100,000 $17.0\%$ 11.9%	17.5% 12.1%
		There has been no significant change in the financial or trading position of the Issuer and its consolidated 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 other upon entities within the Group:	The Issuer's immediate parent undertaking is Invested I Limited. The Issuer's ultimate parent undertaking and controlling party is Investec plc. The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its business through its subsidiaries and is accordingly dependent upon those members of the Group. The Issuer is not dependent on Invested plc.
B.15	The Issuer's Principal Activities:	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking. The Issuer is an international, specialist banking group and asset manager whose principal business involves provision of a diverse range of financial services and products to 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, 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.		charities,
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 pic.
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 of Issuance in series: The Notes will be issued in series ("Series") which may Type and Class comprise one or more tranches ("Tranches") issued on different issue dates. The

	of Securities:	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 72S, Tranche number 2.
		Form of Notes: The applicable Final Terms will specify whether the relevant Notes will be issued in bearer form ("Bearer Notes"), in certificated registered form ("Registered Notes") or in uncertificated registered form ("Uncertificated Registered Notes"). Registered Notes and Uncertificated Registered Notes will not be exchangeable for other forms of Notes and vice versa.
		The Notes are issued in bearer form.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code:
		XS1514583431 Temporary ISIN Code:
		Following consolidation with Original XS1204597758 Notes:
		SEDOL Code:
		BD8BWZ4 Temporary SEDOL Code:
		Following consolidation with Original BWCGX22 Notes:
		Common Code:
		151458343 Temporary Common Code:
		Following consolidation with Original 120459775 Notes:
$\overline{C.2}$	Currency of the Securities Issue:	Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any currency (the "Specified Currency").
		The Specified Currency of the Notes is GBP.
C.5	Free	Not applicable.
	Transferability:	The Notes are freely transferable. However, applicable securities laws in certain jurisdictions impose restrictions on the offer and sale of the Notes and accordingly the Issuer and the dealers have agreed restrictions on the offer, sale and delivery of the Notes in the United States, the European Economic Area, Isle of Man, South Africa, 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 and Ranking Limitations to those Rights:	Security: The Notes are secured (the "Secured Notes"). The Secured Notes constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank pari passu among themselves. The Issuer will create security over a pool of collateral ("Collateral Pool") to secure a specified portion (the "Secured Portion") of its obligations in respect of the Secured Notes. The Collateral Pool secures more than one Series of Secured Notes.
		Credit Linkage: The Notes are linked to the credit of one or more financial institutions or corporations listed on a regulated exchange or a sovereign entity or

		any Successor(s) (the "Reference Entity") (the Notes are "Credit Linked Notes" and such proportion of the Notes which is Credit Linked is the "Credit Linked Portion"). The Notes are Credit Linked Notes to which the ISDA Credit Linkage provisions apply. The Reference Entity on the Issue Date will be Telereal Securitisation PLC. Denomination: The Notes will be issued in denominations of GBP1,000 plus integral multiples of GBP100 in excess thereof. Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by the United Kingdom unless such withholding or deduction is required by law. In the event that any such deduction is made, the Issuer will not be required to pay any additional amounts in respect of such withholding or deduction. Governing Law: English law
C.9	Rights The Attaching to the Securities (Continued), Including Information as Interest, to: Maturity, Yield the and Representative of the Holders:	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, or as set out below, or upon the occurrence of an automatic early termination event, if applicable, or for taxation reasons or an event of default or, in the case of Notes linked to one or more Reference Entities, 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"). The Notes will also be redeemable at the option of the Issuer in whole (but not in part) upon giving notice to the Noteholders on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. Interest: The Notes are interest-bearing. For the period from and including the Issue Date, to but excluding the Interest Payment Date falling in March 2020, the Notes will bear interest at a fixed rate (as further described below). For the period from and including the Interest Payment Date falling in March 2020 to but excluding the Maturity Date, the Notes will bear interest at a floating rate (as further described below).
		Fixed Rate Notes: Fixed Rate Notes bear interest at a fixed percentage rate, being the "Rate of Interest" expressed as a percentage rate per annum. For the period from and including the Issue Date, to but excluding the Interest Payment Date falling in March 2020, the Rate of Interest in respect of Series 72S is 4.20 per cent. per annum payable quarterly in arrear. In order to calculate the amount of interest or "Interest Amount" payable per Note, the Calculation Agent applies the Rate of Interest to the outstanding principal amount of the Notes (or a specified calculation amount (the "Calculation Amount")) for the period from and including the previous Interest Payment Date to but excluding the current 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) (each such period an "Interest Period") and multiplies the product by a fraction known as a "Day Count Fraction". The Day Count Fraction reflects the number of days in the period for which interest is being calculated. The Issuer may specify this interest as "Fixed Coupon Amounts" in the Final Terms. If interest needs to be calculated for a period other than an Interest Period due to an unscheduled redemption of the Notes or the occurrence of a "kick out", the provisions above shall apply save that the period reflected by the Day Count

		Fraction shall be the period from the previous Interest Payment Date (or the Interest Commencement Date, as applicable) to but excluding the relevant date of redemption.
		The Interest Amount is due and payable in arrear on the relevant Interest Payment Date.
		Floating Rate Notes:
		Floating Rate Notes bear interest at a floating rate, being the "Rate of Interest", which is a variable percentage rate per annum, namely 3-month LIBOR plus 2.50 per cent. per annum. For the period from and including March 2020, to but excluding the Interest Payment Date falling in December 2025, the Rate of Interest in respect of Series 72S will be equal to 3-month LIBOR plus 2.50 per cent. per annum, payable quarterly in arrear.
		In order to calculate the amount of interest or "Interest Amount" payable per Note, the Calculation Agent applies the Rate of Interest to the outstanding principal amount of the Notes (or a specified calculation amount (the "Calculation Amount")) for the period from and including the previous Interest Payment Date to but excluding the current 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) (each such period an "Interest Period") and multiplies the product by a fraction known as a "Day Count Fraction". The Day Count Fraction reflects the number of days in the period for which interest is being calculated.
		If interest needs to be calculated for a period other than an Interest Period due to an unscheduled redemption of the Notes or the occurrence of a "kick out", the provisions above shall apply save that the period reflected by the Day Count Fraction shall be the period from the previous Interest Payment Date (or the Interest Commencement Date, as applicable) to but excluding the relevant date of redemption.
		The Interest Amount is due and payable in arrear on the relevant Interest Payment Date.
		Payments of Principal: Payments of principal in respect of Notes are credit linked to a specified Reference Entity, namely Telereal Securitisation 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.
C.11	and Listing 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 listing on the Official List of

		Date.	the FCA and to trading on the London Stock Exchange effective as of the Issue
C.15	Effect of value underlying of	Linkage provisions apply.	Credit Linkage: The Notes are Credit Linked Notes to which the ISDA Credit
	instruments:	PLC (the "Reference Entity").	The market price or value of the Notes at any times is expected to be affected by the likelihood of the occurrence of a CDS Event in relation to Telereal Securitisation
		ISDA Credit Linkage - Specific Recovery Rate
		Entity to which the Note is linked are set out in the table below.	If the Reference Entity becomes subject to a CDS Event, the value of the portion of the Notes linked to the relevant Reference Entity (as determined by the Calculation Agent) will be linked to the market value of a specified debt obligation of the relevant Reference Entity (being the "Reference Obligation" in respect of the relevant Reference Entity). The Reference Obligations in relation to each Reference
		Name of Reference Entity	Reference Obligation
		Telereal Securitisation PLC	Class C-1 Deferrable Interest Floating Rate Secured Notes due 2033 ISIN XS0275279064
C.16	Expiration 0 r maturity date:	2025 (currently expected to be 10 December 2025).	The Maturity Date of the Notes is the Interest Payment Date falling in December
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Series 72S are Fixed to Floating Rate Notes.
		Interest Amounts payable on the Notes
		4.20 per cent. per annum, payable quarterly in arrear.	For the period from and including the issue date, to but excluding the interest payment date falling in March 2020, the Notes will bear interest at a fixed rate of
			For the period from and including the interest payment date falling in March 2020, to but excluding the maturity date, the Notes will bear interest at a floating rate equal to 3-month LIBOR plus 2.50 per cent. per annum, payable quarterly in arrear.
		Redemption Amount payable on the Notes
		The Notes will be redeemed at 100 per cent. of the Issue Price.
C.19	Exercise price final or	Calculation Agent, being Investec Bank plc.	The determination of the redemption amount of the Notes will be carried out by the
	price reference the of underlying:	relevant Reference Entity will be carried out by the Calculation Agent.	The determination of the applicable market value of the relevant debt obligations of the Reference Entity following the occurrence of a CDS Event relating to the
C.20	the Type of underlying:	Not applicable.

Section D - Risks

D.2	Risks specific to the issuer:	In relation to Public Offers of the Notes, the Notes are designed for investors who are or have access to a suitably qualified independent financial adviser or who have engaged a suitably qualified discretionary investment manager, in order to understand the characteristics and risks associated with structured financial products.
		The following are the key risks applicable to the Issuer:
		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 the to securities:	Series 72S are Fixed to Floating Rate Notes. ISDA Credit Linkage applies in respect of the Notes.
		The following are the key risks applicable to 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.
		Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.
		Key risks specific to Secured Notes
		Security may not be sufficient to meet all payments: Any net proceeds realised upon enforcement of any security granted by the Issuer over a pool of collateral ("Collateral Pool") will be applied in or towards satisfaction of the claims of, among others, the security trustee and any appointee and/or receiver appointed by the trustee in respect of the Secured Notes before the claims of the holders of the relevant Secured Notes. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the Secured Notes, investors may suffer a loss on their investment.
		Collateral Pool may secure more than one series of secured Notes: A Collateral Pool may secure the Issuer's obligations with respect to more than one series of Secured Notes and an event of default under the Notes with respect to any one series of Secured Notes secured by such Collateral Pool may trigger the early redemption of all other series that are secured by the same Collateral Pool in order for the security over the entire Collateral Pool to be enforced. Such cross-default may, among other things, result in losses being incurred by holders of the Secured Notes which would not otherwise have arisen.
		Substitution of Posted Collateral: Collateral posted as security for the Issuer's obligations under the Notes may, at the Issuer's request, be substituted for other items of collateral "Eligible Collateral" provided that on the date of transfer the value of the new collateral is equal to or exceeds the value of the original collateral. Any such substitution request is subject to (a) verification by the entity appointed as the verification agent (the "Verification Agent") that the new item of collateral However, neither is Eligible Collateral; and (b) approval by the Trustee. the Verification Agent nor the Trustee is obliged to confirm that the value of the new item of Eligible Collateral is equal to or exceeds the value of the original item of posted collateral. Following any such substitution, the market value of the new item of Eligible Collateral may fall below the value of the original item of posted collateral, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.
		Key risks specific to Credit Linked Notes
		Credit Linkage: The Notes are linked to the credit of Telereal Securitisation PLC (the "Reference Entity") (the "Credit Linked Notes"). If the 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. If the Reference Entity becomes subject to a CDS Event an investor's return on the Credit Linked Notes may be zero.
Cessation of accrual of Interest - ISDA Credit Linkage: Interest on the Relevant Portion of the Notes shall cease to accrue from (but excluding) the Interest Accrual Cessation Date, being the Interest Payment Date immediately preceding the Event Determination Date or, in the case of a Event Determination Date occurring during the first Interest Period, the Interest Commencement Date occurred. Cessation of accrual of interest means an investor in these Notes may receive a lower return.
Specific Recovery Rate in Credit Linked Notes – ISDA Credit Linkage: The redemption price payable on the Relevant Portion of the Notes following the occurrence of a CDS Event in respect of the Reference Entity will be determined by reference to the market value of specific reference obligation(s) of the Reference Entity ("Recovery Rate"). There is a risk that the return payable to an investor in a Credit Linked Notes may be different from the return that investors would have received had they been holding that debt instrument or another debt instrument issued by the specified Reference Entity.

Section E – Offer
E.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.