Investec PLC — Capital/Financing Update 2018

Feb 12, 2018

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

12 February 2018

Invested Bank plc Issue of GBP20,000,000 Kick Out Notes with 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.

70-40583779

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 19 July 2017, which together with the supplemental prospectus dated 11 December 2017 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 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.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

I.	Issuer:		Investec Bank plc
2.	(a)	Series Number:	565S
	(b)	Tranche Number:	1
3.		Specified Currency:	GBP
4.		FX Currency:	Not Applicable
5.		Aggregate Nominal Amount:
	(a)	Series:	GBP20,000,000
	(b)	Tranche:	GBP20,000,000
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	GBP100,000 plus integral multiples of GBP1,000 in excess thereof.
	(b)	Calculation Amount:	GBP1,000
	(c)	Indicative Terms Notification Date	Not Applicable
8.	(a)	Issue Date:	13 February 2018
	(b)	Interest Commencement $\mathsf{Date}$	Not Applicable

9.	Maturity Date:	14 February 2022
10.	Interest Basis:
		Not Applicable
11.	Redemption/Payment Basis:	Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)
12. Change of Interest Basis or Redemption/Payment Basis:		Not Applicable
13.	Call Option:	Not Applicable
14.	Put Option:	Not Applicable
15.	Security Status: (a)	Secured Notes. The Issuer has designated the Notes as covered bonds.
	Date of board approval (b) for issuance of Notes obtained:	Not Applicable
16.	Method of distribution:	Non-syndicated
17.	Redenomination on Euro Event:	Not Applicable
	PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.	Fixed Rate Note Provisions	Not Applicable
19.	Floating Rate Note Provisions	Not Applicable
20.	Coupon Deferral	Not Applicable
21.	Coupon Step-up	Not Applicable
22.	Zero Coupon Notes	Not Applicable
23.	Interest FX Factor:	Not Applicable
	PROVISIONS RELATING TO REDEMPTION

24.	Final Redemption Amount of each Note:	Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)
	Final Redemption FX Factor:	Not Applicable
25.	Early Redemption Amount:
	Early Redemption Amount(s) Fair Market Value 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):
	Early Redemption FX Factor:	Not Applicable

26.	Details relating to Instalment Notes:		Not Applicable
27.		Issuer Call Option	Not Applicable
28.		Noteholder Put Option	Not applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
29.	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
30.		Additional Financial Centre(s) or other special provisions	Not Applicable
31.	relating to Payment Days: Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):		No
	DISTRIBUTION
32.	(a)	If syndicated, names and addresses of Managers:	Not Applicable
	(b)	Date of Subscription Agreement:	Not Applicable
33.		If non-syndicated, name and address of relevant Dealer:	Investec Bank plc, 2 Gresham Street, London EC2V 7QP. Invested Bank plc will initially subscribe for up to 45 per cent. of the principal amount of the Tranche as unsold allotment. Investec Bank plc may subsequently place such Notes in the secondary market or such Notes may subsequently be repurchased by the Issuer and cancelled.
34.	concession:	Total commission and	Not Applicable
35.		U.S. Selling Restrictions:	Reg. S Compliance Category: 2;
			TEFRAD
36.	Prohibition of Sales to EEA Retail Investors:		Applicable
TAXATION
37.	Taxation:		Condition 7A (Taxation - No Gross up) applies
SECURITY

38.		Security Provisions:	Applicable
	(a)	Secured Portion:	100 per cent. of the Notes
	(b)	secures Pool this Series of Notes only or this Series and other	Whether Collateral This Series and other Series

Series:

(c)	Date of Supplemental Trust Deed relating to the Collateral Pool securing the Notes and Series Number of first $\circ$ f Secured Series Notes secured thereby:		Supplemental Trust Deed dated 9 November 2015 securing Series number 122S 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	100%	100%
		original maturity at of issuance not more than one year
	(iii)	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance οf more than one year but not more than 10 years	100%	100%
	(iv)	Negotiable debt obligations issued by the government of the 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 Maximum Percentage Percentage Not Applicable Not Applicable Not Applicable Negotiable $(vi)$ subordinated debt obligations issued by any of the following entities: Name $\sigma$ f Valuation Maximum Entity and Percentage Percentage description of subordinated debt, where appropriate Not Not Applicable Not Applicable Applicable Valuation Dates: Every Business Day from and including the Issue Date to but $(e)$ excluding the date on which the Notes are due to be redeemed $(f)$ Eligible Currency(ies): GBP Base Currency: GBP $(g)$ Minimum Transfer GBP 10,000 $(h)$ Amount: Independent Amount: $(i)$ GBP 50,000 Dealer $(i)$ Waiver of Applicable Rights: Maximum 100 per cent. of the principal amount of the Series of $(i)$ Waivable Waivable Notes Amount:

CREDIT LINKAGE

39.

Credit Linkage Applicable Credit Linked Portion: $(a)$ 100 per cent. of the Notes

• Credit Linked Note $(b)$ Single Name CLN type:
• Reference Entities: $(c)$

4 Yr GBP FTSE 100 KO Note

		Name of Reference Entity	Reference Entity Weighting (%)	Initial Weighting	Reference Entity Removal Date
		The government of the United Kingdom	100%	Not Applicable	Not Applicable
(d)	Recovery Rate:		General Recovery Rate shall apply
(e)	Tranched CLN Trigger Percentage:	Not Applicable
(f)	Interest Accrual Cessation Date:	Not Applicable
(g)	Noteholder Amendment Request:	Not Applicable
(h)	Credit Linked FX Factor:	Not Applicable
(i)	Simplified Credit Linkage:	Applicable
(j)	ISDA Credit Linkage:	Not Applicable
(k)	Parallel Credit Linkage:	Not Applicable

. . . . . . . . . . . . . . . . . .

RESPONSIBILITY

Signed on behalf of the Issuer:

Jarada By:

Duly authorised

Neil Raja
Authorised Signatory

By: Duly authorised

$\mathcal{L}$

. . . . .

Nuala Lynch
Authorised Signatory

PART B-OTHER INFORMATION

$\mathbf{1}$ . LISTING

Listing: Official List of the FCA $(a)$

$(b)$ 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 with effect from the Issue Date.

$\overline{2}$ . 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

• Reasons for the offer: Information not required $(a)$
• $(b)$ Estimated net proceeds: Information not required
• Estimated total expenses: Information not required $(c)$

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

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

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

6. OPERATIONAL INFORMATION $T$ CINT $C$ _r J_n

$\sim$

(a)	ISIN Code:	XS1770938741
(b)	SEDOL Code:	Not Applicable
(c)	Common Code:	177093874
(d)	Any clearing system(s) other Not Applicable Euroclear than and Clearstream, Luxembourg relevant and the. identification number(s):
(e)	Delivery:	Delivery against payment
(f)	Additional Paying Agent(s) Not Applicable (if any):
(g)	Common Depositary:	Deutsche Bank AG, London Branch

Calculation Agent: Investec Bank plc $(h)$

• $(i)$ is Calculation Agent Yes make $\mathsf{to}$ calculations?
• $(ii)$ $\operatorname{if}$ not, identify Not Applicable calculation agent:
• Nordic Paying Agent: Not Applicable $(i)$
• Italian Paying Agent: Not Applicable $(j)$

$7.$ TERMS AND CONDITIONS OF THE OFFER

Not Applicable

Level

ANNEX1

EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.	Type of Note:			Index Linked Note
2.		Type of Underlying:			Single Index
3.		Physical Settlement			Not Applicable
	(a)	Settlement:		Equity Linked Physical	Not Applicable
	(b)	Settlement:		Downside Only Physical	Not Applicable
4.	Redemption	Payment Provisions:	and	Interest
(a)		Return Factor:			Not Applicable
(b)	FX Factors:				Not Applicable
(c)			Risk Redemption Provisions	Kick Out Notes with Capital at	Applicable
		(i)	Return Threshold:		50 per cent. of Initial Index
		(ii)	Strike Percentage:		Not Applicable
		(iii)	Capital Downside:		Not Applicable
		(iv)	Digital Return		132.50 per cent.
		(v)	Upside Return:		Not Applicable
		(vi)	Cap:		Not Applicable
		(vii)	Gearing 1:		Not Applicable
		(viii)	Downside Return 1:		Applicable
		(ix)	Downside Return 2:		Not Applicable
		(x)	Gearing 2:		Not Applicable
		(xi)	Lower Strike:		Not Applicable
		(xii)	Upper Strike:		Not Applicable
(d)			Kick Out Notes without Capital at		Not Applicable

Risk Redemption Provisions

171864-4-12411-v2.0

(e)	Phoenix Kick Out Notes with Capital Risk Redemption at Provisions	Not Applicable
(f)	Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(g)	Upside Notes without Capital at Risk Redemption Provisions	Not Applicable
(h)	Geared Booster Notes with Capital at Risk Redemption Provisions	Not Applicable
(i)	Lock-In Call Notes with Capital at Risk Redemption Provisions	Not Applicable
(j)	N Barrier (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(k)	Range Accrual (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(1)	Range Accrual Notes (Income) without Capital at Risk:	Not Applicable
(m)	Reverse Convertible Notes with Capital at Risk	Not Applicable
(n)	Dual Underlying Kick Out Notes with Capital at Risk Redemption	Not Applicable

Dual Underlying Upside Notes Not Applicable
with Capital at Risk Redemption
Provisions $(0)$

Provisions

5. Additional Provisions:

(a)	Underlying:
	(i)	Index:		FTSE® 100
	(ii)	Index Sponsor:			FTSE International Limited
	(iii)	Exchange:			London Stock Exchange plc
(b)	Averaging Disruption:	Dates	Market	Not Applicable
(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.
(f)	Strike Date:			6 February 2018
(g)		Initial Index Level:		The Level on the Strike Date
(h)		Initial Averaging:		Not Applicable
(i)	Automatic Redemption:		Early	Applicable.
				Automatic Early Redemption Valuation	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold

The February date 101.50 6 95 per cent. per 2019 which falls 5 Initial of $\sigma$ cent. Business Issue Price Index Level Days following the applicable Automatic Early Redemption Valuation Date The 6 February date 105.00 90 per cent. per which falls 5 2020 Initial of οf cent. Business Issue Price Index Level Days following the applicable Automatic Early Redemption Valuation	Date

		Date
		8 February The date 115.00 80 per cent. per 2021 which falls 5 of of Initial cent. Issue Price Business Index Level Days following the applicable Automatic Early Redemption Valuation Date
(j)	Automatic Early Redemption Averaging:	Not Applicable
(k)	Barrier Condition:	Not Applicable
(1)	Barrier Averaging:	Not Applicable
(m)	Final Index Level:	The Level on the Final Redemption Valuation Date.
	(i) Final Redemption Valuation Date:	7 February 2022
(n)	Final Averaging:	Not Applicable
(0)	Downside Final Index Level:	Not Applicable
(p)	Downside Final Averaging:	Not Applicable

ANNEX 2 ADDITIONAL PROVISIONS NOT REOUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

Statements regarding the Reference Entity:

Applicable-The government of the United Kingdom

The Reference Entity has not sponsored or endorsed the Notes in any way, nor has it undertaken any obligations to perform any regulated activity in relation to the Notes.

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 an 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®" and "Footsie®" are trademarks 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)

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

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 mention of "Not Applicable".

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

	Section B-Issuer
B.1	Legal and commercial 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 Invested 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.4h	Trends:	The Issuer, in its unaudited half yearly financial report for the six month period ended 30 September 2017, reported a decrease of 6.9% in operating profit before goodwill and acquired intangibles and after non- controlling interests to £79.285 million (September 2016: £85.160 million). The balance sheet remains strong, supported by sound capital and liquidity ratios. At 30 September 2017, the Issuer had £4.9 billion of cash and near cash to support its activities, representing 43% of its customer deposits. Customer deposits have decreased by less than 0.1% since 31 March 2017 to £11.2 billion at 30 September 2017. The Issuer's loan to deposit ratio was 79.1% as at 30 September 2017 (March 2017: 76.2%). At 30 September 2017, the Issuer's total capital adequacy ratio was 16.0% and its tier 1 ratio was 12.1%. The Issuer's anticipated 'fully loaded' common equity tier 1 ratio and leverage ratio are 12.1% and 8.2%, 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 14bps higher. The credit loss charge as a percentage of average gross core loans and advances has decreased from 0.90% at 31 March 2017 to 0.84%. The Issuer's gearing ratio remains low with total assets to equity decreasing to 9.3 times at 30 September 2017.

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 Invested group's UK and Australia based assets and businesses.
B.9	Profit Forecast:	Not applicable.
B.10	Audit Report Qualifications:	Not applicable. There are no qualifications in the audit reports on the audited, consolidated financial statements of the Issuer and its subsidiary undertakings for the financial years ended 31 March 2017 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 2016 and 31 March 2017 and the unaudited half yearly financial report of the Issuer for the six month period ended 30 September 2016 and the six month period ended 30 September 2017.
		Financial features	Six Months Ended		Year Ended
			30 September		31 March
			2017	2016	2017	2016
		Operating profit before amortisation of acquired intangibles, non-operating items, taxation and after non-controlling interests $(f'000)$	79,285	85,160	161,057	146,347
		Earnings attributable to ordinary
		shareholders (£'000) Costs to income ratio	58,711	62,385	117,793	96.635
		Total capital resources (including	77.0%	75.1%	75.9%	73.3%
		subordinated liabilities) (£'000)	2,601,422	2,571,530	2,559,287	2,440,165
		Total shareholders' equity (£'000)	1,994,082	1,946,355	1,979,931	1,842,856
		Total assets (£'000)	18,477,936	19,867,188	18,381,414	18,334,568
		Net core loans and advances (£'000)	8,872,736	8,268,436	8,598,639	7,781,386
		Customer accounts (deposits) (£'000)	11,221,444	12,328,366	11,289,177	11,038,164
		Cash and near cash balances (£'000)	4,869,067	6,062,943	4,853,000	5,046,000
		Funds under management (£'000)	37,500,000	33,723,000	35,900,000	30,100,000
		Capital adequacy ratio	16.0%	16.5%	16.6%	17.0%
		Tier 1 ratio	12.1%	11.8%	12.2%	11.9%
		There has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries since 30 September 2017, 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 2017, 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 within the	The Issuer's immediate parent undertaking is Investee I Limited. The Issuer's ultimate parent undertaking and controlling party is Invested plc.
	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	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 of Type and Class of Securities:	Issuance in series: The Notes will be issued in series ("Series") which may comprise one or more tranches ("Tranches") issued on different issue dates. The Notes of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective Tranches. The Notes are issued as Series number 565S, 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"), in uncertificated registered form (such Notes being recorded on a register as being held in uncertificated book-entry form) ("Uncertificated Registered Notes"), in uncertificated and dematerialised book-entry form Notes cleared through Euroclear Sweden or Euroclear Finland (such Notes being "Nordic Notes"), or uncertificated and dematerialised book-entry form and centralised with Monte Titoli S.p.A., pursuant to Italian Legislative Decree dated 24 February 1998, No. 58, as amended and integrated by subsequent implementing provisions.
		Registered Notes, Uncertificated Registered Notes, Nordic Notes and Italian Notes will not be exchangeable for other forms of Notes and vice versa.
		The Notes are Bearer Notes.
		Security Identification Number(s): The following security identification number(s) will be specified in the Final Terms.
		ISIN Code: XS1770938741
		Common Code: 177093874
		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 Ranking and Limitations to those Rights:	Security: The Notes are secured (the "Secured Notes"). The Secured Notes constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank pari passu among themselves. The Issuer will create security over a pool of 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.
		Denomination: The Notes will be issued in denominations of GBP100,000 and integral multiples of GBP1,000 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	The Rights Attaching to the	Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity (other than in specified instalments or upon the occurrence of an automatic early termination event, if applicable, or for

	Securities (Continued). Including Information as to Interest, Maturity, Yield and the Representative of the Holders:	Noteholder Representative	taxation reasons or an event of default). Interest: The Notes are non-interest bearing.	Payments of Principal: Payments of principal in respect of Notes will be calculated by reference to an underlying asset (as further described in C.20 (Type of the underlying) (the "Underlying"). 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 the to coupon:	Not Applicable
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 Regulated Market of 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 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: Automatic Early Redemption If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the Underlying is greater than the threshold level, price or value specified (the "Automatic Early Redemption Threshold"), the Notes will be redeemed at the amount specified below (the "Automatic Early Redemption Amount") on a date prior to maturity (the "Automatic Early Redemption Date "):
		Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
		6 February 2019	The date which falls 5 Business Days following the applicable Automatic Early Redemption Valuation Date	101.50 per cent. of Issue Price	95 per cent. of Initial Index Level
		6 February 2020	The date which falls 5 Business Days following the applicable Automatic Early Redemption Valuation Date	105.00 per cent. of Issue Price	90 per cent. of Initial Index Level
		8 February 2021	The date which falls 5 Business Days following the applicable Automatic Early Redemption Valuation Date	115.00 per cent. of Issue Price	80 per cent. of Initial Index Level
		Credit Linkage		*Provided that if the Automatic Early Redemption Valuation Date is not a Scheduled Trading Day, the immediately preceding Scheduled Trading Day shall be the Automatic Early Redemption Valuation Date.
		Entity" described below.		The Notes are "Credit Linked Notes", 100% per cent. of which are linked to the credit of the "Reference
				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 Reference Entity becoming insolvent, defaulting on its payment

	obligations or being subject to governmental intervention (where relevant) or a restructuring of its debt obligations (a "Credit Event").
	The Reference Entity on the Issue Date will be the Government of the United Kingdom.
	The portion of the Notes which is credit linked is the "Credit Linked Portion". The Credit Linked Notes are "Single Name CLNs" to which the "Simplified" Credit Linkage provisions apply.
	If the Reference Entity becomes subject to a Credit Event the value of the Notes 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.
Expiration or maturity date:	The Maturity Date of the Notes is 14 February 2022.
Settlement procedure:	The Notes will be cash-settled.
Return on securities:	Series 565S are Kick Out Notes with Capital at Risk.
	Capital at Risk
	The Notes have capital at risk.
	Redemption Amount payable on the Notes
	The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the Underlying.
	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 ETF share) or "value" is in respect of a basket of shares (or ETF shares).
	Redemption provisions in respect of Kick Out Notes with Capital at Risk:
	Automatic Early Redemption
	The Notes may mature early (kick out) on a certain date or dates specified in the Final Terms, depending on the level of the Underlying on specified valuation dates, as further described in C.15 (Effect of value of underlying instruments).
	If the Notes kick out early an investor will receive the relevant Automatic Early Redemption Amount described in C.15 ( Effect of value of underlying instruments ).
	Final Redemption Amount
	If there has been no kick out, the return on the Notes at maturity will be based on the final level of the Underlying as described in C.19 ( Exercise price or final reference price of the underlying )). In certain circumstances this may result in the investor receiving an amount less than their initial investment
	Scenario $A$ – Digital Return
	If at maturity the final level of the Underlying (the "Final Level") is greater than or equal to a specified percentage of the initial level of such index (the "Initial Level"), an investor will receive a cash amount equal to their initial investment multiplied by a "Digital Return", being 132.50 per cent.
	Scenario B – Return of Initial Investment
	Not applicable as no "Barrier Condition" has been specified in relation to the Notes.
	Scenario C- Loss of Investment
	If at maturity the Final Level is less than a specified percentage of the Initial Level, an investor will receive a cash amount equal to their initial investment reduced by a percentage linked to any decline in performance between the Initial Level and the Final Level ("Downside Return 1").

C.19	Exercise price or	The determination of the performance of the Underlying and the redemption price will be carried out by
	final reference	the Calculation Agent, being Invested Bank plc.
	of the price
	underlying:	The Initial Level will be the closing level of the Underlying as at the Valuation Time on the Strike Date.
		The level of the Underlying used to determine whether an automatic early redemption event has occurred will be the level of the Underlying as at the Valuation on the relevant automatic early redemption valuation date.
		The Final Level will be the level of the Underlying as at the Valuation Time on the final redemption valuation date.
		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 Credit Event relating to the relevant Reference Entity, will be carried out by the Calculation Agent.
C.20	Type of the underlying:	The Notes are linked to an underlying instrument as further described in C.15 (Effect of value of underlying instruments ) (the "Underlying").

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 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 565S are Kick Out Notes with Capital at Risk, the return on which are linked to the Underlying. The Notes are Single Name CLNs to which Simplified Credit Linkage applies.
		The following are the key risks applicable to the Notes:
		Capital at Risk: Kick Out Notes with Capital at Risk are not 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 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 nerformance 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.
	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 index 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 or only a portion of the capital may be protected, if at maturity the level of the Underlying is less than a specified level, investors may lose their right to return of all their principal or all of the portion of the principal that is not protected at maturity and may suffer a reduction of their capital in proportion (or a proportion multiplied by a leverage factor) with the decline of the level or price of the Underlying, in which case investors would 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 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.
	Key risks specific to Secured Notes
	Security may not be sufficient to meet all payments: Any net proceeds realised upon enforcement of any security granted by the Issuer over a pool of collateral ("Collateral Pool") will be applied in or towards satisfaction of the claims of, among others, the security trustee and any appointee and/or receiver appointed by the trustee in respect of the Secured Notes before the claims of the holders of the relevant Secured Notes. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the Secured Notes, investors may suffer a loss on their investment.
	Collateral Pool may secure more than one series of secured Notes: A Collateral Pool may secure the Issuer's obligations with respect to more than one series of Secured Notes and an event of default under the Notes with respect to any one series of Secured Notes secured by such Collateral Pool may trigger the early redemption of all other series that are secured by the same Collateral Pool in order for the security over the entire Collateral Pool to be enforced. Such cross-default may, among other things, result in losses being incurred by holders of the Secured Notes which would not otherwise have arisen.
	Substitution of Posted Collateral: Collateral posted as security for the Issuer's obligations under the Notes may, at the Issuer's request, be substituted for other items of collateral "Eligible Collateral" provided that on the date of transfer the value of the new collateral is equal to or exceeds the value of the original collateral. Any such substitution request is subject to (a) verification by the entity appointed as the verification agent (the "Verification Agent") that the new item of collateral is Eligible Collateral; and (b) approval by the Trustee. However, neither the Verification Agent nor the Trustee is obliged to confirm that the value of the new item of Eligible Collateral is equal to or exceeds the value of the original item of posted collateral. Following any such substitution, the market value of the new item of Eligible Collateral may fall below the value of the original item of posted collateral, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.
	Key risks specific to Credit Linked Notes
	Credit Linkage: The Notes are linked to the credit of the Reference Entity. If the Reference Entity becomes subject to a Credit Event then the redemption price which would otherwise be payable in respect of the Credit Linked Portion of the Note will be reduced in accordance with the Recovery Rate determined in respect of the Reference Entity. If the Reference Entity becomes subject to a Credit Event, there is a risk that an investor's return on the Credit Linked Portion of the Note may be reduced and may be zero.
	Postponement in payment of Final Redemption Amount - Simplified Credit Linkage: Each Note will be settled on its scheduled maturity date except that, if the Recovery Rate cannot be determined by the Calculation Agent by the scheduled maturity date, payment of the Final Redemption Amount in respect of such Note may be delayed and may fall after the Note's scheduled maturity date. Payment of the Final Redemption Amount may be delayed by up to 60 calendar days plus five business days.
	General Recovery Rate in Single Name CLNs - Simplified Credit Linkage: The redemption price payable on the Notes following the occurrence of a Credit Event in respect of a Reference Entity will be determined by reference to the recovery rate for such Reference Entity, determined by reference to an auction coordinated by ISDA in respect of certain obligations of the Reference Entity or, in certain

	circumstances, including if such an auction is not held, a market price as determined by the Calculation Agent (the "Recovery Rate"). There is a risk that the return payable to an investor in a Credit Linked Note may be different from the return that investors would have received had they been holding a particular debt instrument issued by the Reference Entity.
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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	Not applicable. Expenses in respect of the offer or listing of the Notes are not charged by the Issuer or
	Expenses:	Dealers to the Investor.