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Investec PLC Capital/Financing Update 2018

May 31, 2018

5231_rns_2018-05-31_4aa00771-f332-4820-b5f7-35cbad0ea56d.pdf

Capital/Financing Update

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

31 May 2018

Investec Bank plc Issue of GBP1,500,000 Impala Quad Index 6 year Phoenix Kick Out Notes with Capital at Risk due 2024 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 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 Investec Bank plc, 2 Gresham Street, London EC2V 7QP, and from Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB. A summary of the offer of the Notes is annexed to these Final Terms.

Invested Bank plc is not responsible for and has no liability in respect of any investment product other than the Notes, including, without any limitation, any investment product which may be backed by, make reference to, or otherwise be in any way linked to the Notes. An investment in any such product is not an investment in the Notes and, accordingly, investors in such products will have no contract with and will have no recourse to Invested Bank plc or any of its affiliates.

1. Issuer: Investec Bank plc
2. (a) Series Number: 630
(b) Tranche Number: 1
3. Specified Currency: GBP
4. FX Currency: Not Applicable
5. Aggregate Nominal Amount:
(a) Series: GBP1,500,000
(b) Tranche: GBP1,500,000
6. Issue Price: 100 per cent. of the Aggregate Nominal Amount
7. (a) Specified
Denominations:
GBP1.00
(b) Calculation Amount: GBP1.00
(c) Indicative
Terms
Notification Date
Not Applicable
8. (a) Issue Date: 1 June 2018
(b) Interest
Commencement Date:
Not Applicable
9. Maturity Date: 30 May 2024
10. Interest Basis: Index Linked Interest (see Annex 1 (Equity/Index/Dual
Underlying Linked Note Provisions) to this Final Terms for
further details)
  • Index Linked Notes (see Annex 1 (Equity/Index/Dual Redemption/Payment Basis: 11. Underlying Linked Note Provisions) to this Final Terms for further details)
  • Change of Interest Basis or Not Applicable $12.$ Redemption/Payment Basis:
  • Not Applicable 13. Call Option:
  • Not Applicable Put Option: 14.
  • Unsecured Notes Security Status: 15. $(a)$
  • Not Applicable Date of Board approval $(b)$ for issuance of Notes obtained:
  • Method of distribution: Non-syndicated 16.
  • Redenomination on Euro Event: Not Applicable 17.

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)
per Calculation Amount payable
on redemption for taxation
reasons or on event of default or
other early redemption and/or
the method of calculating the
same (if required or if different
from that set out in the
Conditions):
Fair Market Value
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
addresses
of
and
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.
Investec Bank plc will initially subscribe for up to 35 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:
Not Applicable

TAXATION

37. Taxation: Condition 7A (Taxation - No Gross up) applies
SECURITY
38. Security Provisions: Not Applicable
CREDIT LINKAGE
39. Credit Linkage Not Applicable

RESPONSIBILITY

Signed on behalf of the Issuer:

By: Duly authorised

Nuala Lynch
Authorised Signatory

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

Neil Raja
Authorised Signatory By: $....1$ .................................... Duly authorised

PART B-OTHER INFORMATION

LISTING $1.$

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

Application is expected to be made by the Issuer (or on Admission to trading: $(b)$ 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.

RATINGS $\overline{2}$ .

Ratings:

The Notes to be issued have not been rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE $\overline{3}$ . ISSUE/OFFER

As discussed in the "Subscription and Sale" section of the Base Prospectus, the Issuer has agreed 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.

Investec Bank plc may pay a Fee to intermediaries distributing the Notes to investors.

If under any applicable laws or regulations (including, if applicable, the Markets in Financial Instruments Directive MIFID), a distributor (the "Interested Party") is required to disclose to prospective investors in the Notes further information on any remuneration that Invested Bank plc pays to, or receives from, such Interested Party in respect of the Notes, the Interested Party shall be responsible for compliance with such laws and regulations and investors may request such further information from the Interested Party.

In addition, Invested Bank plc may provide further information to its own clients upon request.

Save for the interests disclosed above, 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

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

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 Bloomberg.

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

OPERATIONAL INFORMATION 6.

  • XS1812117098 ISIN Code: $(a)$
  • Not Applicable SEDOL Code: $(b)$
  • 181211709 Common Code: $(c)$
(d) Any clearing system(s) Not Applicable
other than Euroclear and
Clearstream, Luxembourg
relevant
the
and
identification number(s):
(e) Delivery: Delivery against payment
$\circ$ Additional Paying Agent(s)
(if any):
Not Applicable
(g) Common Depositary: Deutsche Bank AG, London Branch
(h) Calculation Agent: Investec Bank plc
Calculation
is
(i)
make
Agent
to
calculations?
Yes
if
(ii)
calculation agent:
not, identify Not Applicable
(i) Nordic Paying Agent: Not Applicable
(j) Italian Paying Agent: Not Applicable
TERMS AND CONDITIONS OF THE OFFER

Not Applicable

$7.$

ANNEX 1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

Interest
Interest
Valuation
Payment Date
Interest
Interest
Interest
Observation
Observation
Amount Level
Interest Amount
(iii)
Condition:
European. Worst of provisions apply in relation to the
determination of whether the Interest Amount Condition
is satisfied.
Constant
(ii)
Monitoring:
Not Applicable
Interest
(i)
Amount:
In relation to each Calculation Amount and each Interest
Payment Date, an amount equal to 1.51 per cent. of such
Calculation Amount
(e) Phoenix Kick Out Notes with
Risk Redemption
Capital
at
Provisions
Applicable
(d) Kick Out Notes without Capital at
Risk Redemption Provisions
Not Applicable
(c) Kick Out Notes with Capital at
Risk Redemption Provisions
Not Applicable
(b) FX Factors: Not Applicable
(a) Return Factor: Not Applicable
4. Interest
Redemption
and
Payment Provisions:
3. Physical Settlement Not Applicable
2. Type of Underlying: Basket of Indices
1. Type of Note: Index Linked Note
Payment Date Valuation
Dates
Amount Level
(as a percentage
of the Initial
Index
Level)
Observation
Start Date
Observation
End Date
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
27 August 2018 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
26 November
2018
80% Not applicable Not applicable
The date which
falls 2 Business
following
Days
applicable
the
25 February
2019
80% Not applicable Not applicable

$\mathcal{A}^{\mathcal{A}}$

Interest
Valuation Date
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
28 May 2019 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
26 August 2019 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 November
2019
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 February
2020
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
26 May 2020 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 August 2020 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 November
2020
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
the
applicable
Interest
Valuation Date
25 February
2021
80% Not applicable Not applicable
The date which
falls 2 Business
25 May 2021 80% Not applicable Not applicable
Days following
applicable
the
Interest
Valuation Date
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 August 2021 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
the
applicable
Interest
Valuation Date
26 November
2021
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 February
2022
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 May 2022 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 August 2022 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 November
2022
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
27 February
2023
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 May 2023 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
25 August 2023 80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
27 November
2023
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
26 February
2024
80% Not applicable Not applicable
The date which
falls 2 Business
Days following
applicable
the
Interest
Valuation Date
28 May 2024 80% Not applicable Not applicable
(iv) Interest
Amount
Averaging:
Not applicable
(v) Return
Threshold:
60 per cent. of the Initial Index Level
(vi) Digital Return: 100 per cent.
(vii) Memory
Feature
Provisions:
Applicable
(viii) Gearing 1: Not applicable
Upside Notes with Capital at
Risk Redemption Provisions
Not Applicable
Upside Notes without Capital at
Risk Redemption Provisions
Not Applicable
Booster
Geared
Capital
at
Provisions
Notes with
Risk Redemption
Not Applicable
Lock-In Call Notes with Capital
at Risk Redemption Provisions
Not Applicable

$(f)$

$(g)$

$(h)$

$(i)$

  • N Barrier (Income) Notes with Not Applicable $(j)$ Capital at Risk Redemption Provisions
  • Range Accrual (Income) Notes Not Applicable $(k)$ with Capital at Risk Redemption Provisions
  • Range Accrual Notes (Income) Not applicable $(1)$ without Capital at Risk:
  • Reverse Convertible Notes with Not Applicable $(m)$ Capital at Risk
  • Dual Underlying Kick Out Not Applicable $(n)$ Notes with Capital at Risk Redemption Provisions
  • Dual Underlying Upside Notes Not Applicable $(0)$ with Capital at Risk Redemption Provisions

Additional Provisions

$(b)$

$(d)$

Underlying: $(a)$

Basket of Indices

Basket of Indices Index Index
Sponsor
Exchange Weighting
Euro
STOXX®
50
STOXX
Limited
Multi-
Exchange
Index
Not
Applicable
S&P/ASX
200
(AS51)
Standard
&
Poors
York
New
Stock
Exchange
Not
Applicable
Hang Seng
China
Enterprise
S
HSI
Services
Limited
Hong Kong
Stock
Exchange
Not
Applicable
Russell
2000®
Frank
Russell
Company
York
New
Stock
Exchange
Not
Applicable
Dates Market
Averaging
Disruption:
Not Applicable

Additional Disruption Hedging Disruption and Increased Cost of Hedging $(c)$ Events:

A day on which commercial banks and foreign exchange Business Day: markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London

  • The time at which the Index Sponsor publishes the closing $(e)$ Valuation Time: level of the Index.
  • 25 May 2018 Strike Date: $(f)$
  • Initial Index Level: The Level on the Strike Date $(g)$
  • Not Applicable Initial Averaging: $(h)$
  • Applicable. Worst of provisions apply in relation to a Automatic Early $(i)$ determination of whether an Automatic Early Redemption Redemption: Event has occurred.
Automatic
Early
Redemption
Valuation
Date
Automatic
Early
Redemption
Date
Automatic
Early
Redemption
Amount
Automatic
Early
Redemption
Threshold
28 May
2019
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
Early
Redemption
Valuation
Date
26 August
2019
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
cent.
of
Initial Index
Level
25
November
2019
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 February
2020
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
οf
cent.
Initial Index
Level
26 May
2020
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 August
2020
date
The
which falls 2
Business
Days
100
per
of
cent.
Issue Price
100
per
of
cent.

$\mathcal{L}^{\text{max}}_{\text{max}}$

following
the
applicable
Automatic
Early
Redemption
Valuation
Date
Initial Index
Level
25
November
2020
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 February
2021
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 May
2021
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 August
2021
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
100
per
of
cent.
Initial Index
Level
26
November
2021
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 February
2022
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 May
2022
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
cent.
of
Initial Index
Level
25 August
2022
The
date
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25
November
2022
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
100
per
of
cent.
Issue Price
100
per
cent.
of
Initial Index
Level
Early
Redemption
Valuation
Date
27 February
2023
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 May
2023
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
25 August
2023
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
27
November
2023
date
The
which falls 2
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
100
per
of
cent.
Initial Index
Level
26 February
2024
The
date
which falls 2
Business
Days
100
per
оf
cent.
Issue Price
100
per
of
cent.
Initial Index
following
Level
the
applicable
Automatic
Early
Redemption
Valuation
Date
(j) Early
Automatic
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. Worst
of provisions apply in relation to the determination of the
Final Index Level.
Redemption
(i)
Final
Valuation Date:
28 May 2024
(n) Final Averaging: Not Applicable
$\circ$ Index
Downside
Final
Level:
Not Applicable
(p) Downside Final Averaging: Not Applicable

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

Statements regarding the Reference Entity: Not Applicable
Statements regarding the Hang Seng China
Enterprises (HSCEI) Index:
Applicable

"The Hang Seng China Enterprises Index (for the purpose of this section, the "Index") is published and compiled by HSI Services Limited pursuant to a license from Hang Seng Data Services Limited. The mark and name "Hang Seng China Enterprises Index" ("HSCEI") is proprietary to Hang Seng Data Services Limited. HSI Services Limited and Hang Seng Data Services Limited have agreed to the use of, and reference to, the Index by Invested Bank plc in connection with the Notes referencing the Index (for the purpose of this section, the "Product"), BUT NEITHER HSI SERVICES LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON (i) THE ACCURACY OR COMPLETENESS OF THE INDEX AND ITS COMPUTATION OR ANY INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE INDEX IS GIVEN OR MAY BE IMPLIED. The process and basis of computation and compilation of the Index and any of the related formula or formulae, constituent stocks and factors may at any time be changed or altered by HSI Services Limited without notice. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS ACCEPTED BY HSI SERVICES LIMITED OR HANG SENG DATA SERVICES LIMITED (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE INDEX BY INVESTEC BANK PLC IN CONNECTION WITH THE PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HSI SERVICES LIMITED IN THE COMPUTATION OF THE INDEX; OR (iii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION USED IN CONNECTION WITH THE COMPUTATION OF THE INDEX WHICH IS SUPPLIED BY ANY OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON DEALING WITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS, ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HSI SERVICES LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder or other person dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever on HSI Services Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other person and HSI Services Limited and/or Hang Seng Data Services Limited and must not be construed to have created such relationship."

(Source: Hang Seng Indexes Company Limited and Hang Seng Data Services Limited)

Applicable Statements regarding the EuroSTOXX® Index:

STOXX and its licensors (the "Licensors") have no relationship to Investec Bank plc other than the licensing of the Euro STOXX® 50 Index and the related trademarks for use in connection with the Notes.

STOXX and its Licensors do not:

  • sponsor, endorse, sell or promote the Notes;
  • recommend that any person invest in the Notes or any other securities;

  • have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Notes;

  • have any responsibility or liability for the administration, management or marketing of the Notes;
  • consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the Euro STOXX® 50 Index or have any obligation to do so.

STOXX and its Licensors will not have any liability in connection with the Notes. Specifically,

  • STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about:
  • the results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the Euro STOXX® 50 Index, and the data included in the Euro STOXX® 50 Index:
  • the accuracy or completeness of the Euro STOXX® 50 Index and its data;
  • the merchantability and the fitness for a particular purpose or use of the Euro STOXX® 50 Index and its data;
  • STOXX and its Licensors will have no liability for any errors, omissions or interruptions $\bullet$ in the Euro STOXX® 50 Index or its data; and
  • under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur.

The licensing agreement between Investec Bank plc and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.

(Source: STOXX)

Applicable Statements regarding the Russell 2000® Index:

Frank Russell Company ("Russell") is the source and owner of the trademarks, service marks and convrights related to the Russell Indexes. Russell® is a trademark of Frank Russell Company. Neither Russell nor its licensors accept any liability for any errors or omissions in the Russell Indexes and / or Russell ratings or underlying data and no party may rely on any Russell Indexes and / or Russell ratings and / or underlying data contained in this communication. No further distribution of Russell Data is permitted without Russell's express written consent. Russell does not promote, sponsor or endorse the content of this communication.

The Russell 2000® Index (the "Index") is a trademark of Russell and have been licensed for use by Invested Bank plc. The notes are not in any way sponsored, endorsed, sold or promoted by Russell or the London Stock Exchange Group companies ("LSEG") (together the "Licensor Parties") and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the Index (upon which the notes are based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with the notes. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to Invested Bank plc or to its clients. The Index is calculated by Russell or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise)

to any person for any error in the Index or (b) under any obligation to advise any person of any error therein.

Statements regarding the S&P/ASX 200 (AS51) Applicable Index:

Standard & Poor's®", "S&P®", are trademarks of Standard & Poor's Financial Services LLC ("S&P") Jones® is a registered trade mark of Dow Jones trademark Holdings LLC ("Dow Jones"); and these trade have been licensed for use by S&P Dow Jones Indices LLC. Standard & Poor's®", "S&P®" are tradema S&P and have been licensed for use by S&P Dow Jones Indices LLC and its affiliates and sublicens certain purposes by Invested Bank plc. Dow Jones® is a trademark of Dow Jones and have been licens use by S&P Dow Jones Indices LLC and its affiliates and sublicensed for certain purposes by Invested plc. The S&P ASX Index to which the Notes referred (for the purpose of this section, the "Index") is a p of S&P Dow Jones Indices LLC and/or Australian Securities Exchange ("ASX") and has been licensed by Invested Bank plc. The Notes referencing the Index (for the purpose of this section, the "Products"): sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P, any o respective affiliates (collectively, "S&P Dow Jones Indices") or ASX. Neither S&P Dow Jones Indic ASX makes any representation or warranty, express or implied, to the owners of Invested Bank plc's Pr or any member of the public regarding the advisability of investing in securities generally or in Invested plc's Products particularly or the ability of the Index to track general market performance. S&P Dow Indices' and ASX's only relationship to Invested Bank plc with respect to the Index is the licensing of the and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or ASX. The is determined, composed and calculated by S&P Dow Jones Indices and/or ASX without regard to In Bank plc or Investec Bank plc's Products. S&P Dow Jones Indices and ASX have no obligation to ta needs of Invested Bank plc or the owners of Invested Bank plc's Products into consideration in detern composing or calculating the Index. Neither S&P Dow Jones Indices nor ASX are responsible for and ha participated in the determination of the prices, and amount of Invested Bank plc's Products or the timing issuance or sale of Investee Bank plc's Products or in the determination or calculation of the equation by Invested Bank plc's Products is to be calculated. S&P Dow Jones Indices and ASX have no obligat liability in connection with the administration, marketing or trading of Investec Bank plc's Products T no assurance that investment products based on the Index will accurately track index performance or p positive investment returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a set within the Index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such security. it considered to be investment advice.

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

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 the mention of "Not Applicable".

Section A – Introduction and Warnings
A.1 Introduction: This summary must be read as an introduction to this Base Prospectus in relation to the Notes and any
decision to invest in the Notes should be based on a consideration of this Base Prospectus, including the
documents incorporated by reference herein, and this summary, as a whole.
Where a claim relating to the information contained in this Base Prospectus is brought before a court in
a Member State of the European Economic Area, the claimant may, under the national legislation of the
Member State, be required to bear the costs of translating the Base Prospectus before the legal
proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including any translation
thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus or it does not provide, when read together with the other parts of this
Base Prospectus, key information in order to aid Investors when considering whether to invest in the
Notes.
A.2 Consent: Not applicable. The Issuer does not consent to the use of this Base Prospectus in circumstances where
there is no exemption from the obligation under the Prospectus Directive to publish a prospectus as the
Notes will not be publicly offered.
Section B - Issuer
B.1 Legal
and
commercial
of
the
name
Issuer:
The legal name of the issuer is Invested Bank plc (the "Issuer").
B.2 Domicile
and
legal form of the
Issuer:
The Issuer is a public limited company registered in England and Wales under registration number
00489604. The liability of its members is limited.
The Issuer was incorporated as a private limited company with limited liability on 20 December 1950
under the Companies Act 1948 and registered in England and Wales under registered number 00489604
with the name Edward Bates & Sons Limited. Since then it has undergone changes of name, eventually
re-registering under the Companies Act 1985 on 23 January 2009 as a public limited company and is now
incorporated under the name Investec Bank plc.
The Issuer is subject to primary and secondary legislation relating to financial services and banking
regulation in the United Kingdom, including, inter alia, the Financial Services and Markets Act 2000, for
the purposes of which the Issuer is an authorised person carrying on the business of financial services
provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006.
B.4b Trends: The Issuer, in its unaudited half yearly financial report for the six 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 ple, which is part of an international banking group
with operations in three principal markets: the United Kingdom and Europe, Asia/Australia and South
Africa. The Issuer also holds certain of the Investee group's UK and Australia based assets and businesses.
B.9 Profit Forecast: Not applicable.
B.10 Report
Audit
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 2017 or 31
March 2016.

$\sim 10^{-1}$

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
$(E'000)$
79,285 85,160 161,057 146,347
Earnings attributable to ordinary
shareholders (£'000)
58,711 62,385 117,793 96,635
Costs to income ratio 77.0% 75.1% 75.9% 73.3%
Total capital resources (including
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 $(\pounds 000)$ 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) $(E'000)$ 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
other
upon
within
entities
The Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking
and controlling party is Investec plc.
the Group: The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its
business through its subsidiaries and is accordingly dependent upon those members of the Group. The
Issuer is not dependent on 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 Investee 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
οf
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 630, 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.
XS1812117098
ISIN Code:
Common Code:
181211709
C.2 Currency of the Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued in any
Securities Issue: 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
Status: The Notes are unsecured. The Notes will constitute direct, unconditional, unsubordinated
unsecured obligations of the Issuer that will rank pari passu among themselves and (save for certain
obligations required to be preferred by law) equally with all other unsecured obligations (other than
subordinated obligations, if any) of the Issuer from time to time outstanding.
those Rights: Investors investing in unsecured Notes are advised to carefully evaluate the Issuer's credit risk when
considering an investment in such Notes. If the Issuer became unable to pay amounts owed to the investor
under the unsecured Notes, such investor does not have recourse to the underlying or any other
security/collateral and, in a worst case scenario, investors may not receive any payments under the Notes.
The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's
Financial Services Compensation Scheme or any deposit protection insurance scheme.
Denomination: The Notes will be issued in denominations of GBP1.00.
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),
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
taxation reasons or an event of default).
Including
Information as to
Interest: The Notes are interest-bearing.
Interest,
Yield
Maturity,
Index Linked Notes - Underlying Linked Interest:
the
and
The Notes pay an amount of interest linked to an underlying asset (as described in C.10 (Derivative
Components relating to the coupon).
Representative of
the Holders:
Payments of Principal: Payments of principal in respect of Notes will be calculated by reference to an
underlying asset (as further described in C.15 (Type of the underlying) (the "Underlying").
Noteholder Representative: 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
The Underlying-linked interest payments on the Phoenix Kick out Notes with Capital at Risk will depend
on the performance of the "Underlying" (as further described in C.15 (Type of the underlying)).
relating
the
to
coupon:
An "Interest Amount" of 1.51 per cent, will become payable in respect of each specified period at the
end of which the level of the worst performing index in the basket comprising the Underlying is greater
than a specified percentage of the initial level of such index (the "Interest Amount Level"). The Interest
Amount in respect of each specified period is determined independently and paid to the investor on the
related interest payment date.
interest payments. Any "Missed Interest Amounts" (being Interest Amounts which did not become payable in respect of
an interest period because the level of the worst performing index in the basket comprising the Underlying
was lower than the Interest Amount Level at the end of such period) will be paid out with any subsequent
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 basket of
indices specified below (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:
Underlying:
Index Weighting
Euro STOXX® 50 Not Applicable
S&P/ASX 200 (AS51) Not Applicable
Hang Seng China Enterprises Not Applicable
Russell 2000® Not Applicable
Automatic Early Redemption
If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the
performance of the worst performing index in the basket comprising 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
28 May 2019 The date which falls 2
Business Days following
the applicable Automatic
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
Early Redemption
Valuation Date
26 August 2019 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 November 2019 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 February 2020 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
26 May 2020 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 August 2020 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 November 2020 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 February 2021 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 May 2021 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 August 2021 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
26 November 2021 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 February 2022 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 May 2022 The date which falls 2
Business Days following
the applicable Automatic
100 per cent. of Issue Price 100 per cent. of Initial
Index Level

$\mathcal{A}^{\mathcal{A}}$

Early Redemption
Valuation Date
25 August 2022 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 November 2022 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
27 February 2023 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 May 2023 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
25 August 2023 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
27 November 2023 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
26 February 2024 The date which falls 2
Business Days following
the applicable Automatic
Early Redemption
Valuation Date
100 per cent. of Issue Price 100 per cent. of Initial
Index Level
*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.
C 16 Expiration
or
maturity date:
The Maturity Date of the Notes is 30 May 2024.
C.17 Settlement
procedure:
The Notes will be cash-settled.
C.18 Return
on
securities:
Underlying. Series 630 are Phoenix Kick Out Notes with Capital at Risk, the return on which are linked to the
Capital at Risk
The Notes have capital at risk. Interest Amounts payable on the Notes
The Notes may pay an amount of interest linked to the Underlying (as described in C.10 (Derivative
Components relating to the coupon). Redemption Amount payable on the Notes:
The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the worst
performing index in the basket comprising 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 Phoenix 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 worst performing index in the basket comprising 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, as
further 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
circumstance 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 worst performing index in the basket comprising 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 100 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.
C.19 Exercise price or
final
reference
The determination of the performance of the Underlying and the redemption price will be carried out by
the Calculation Agent, being Invested Bank plc.
price
οf
the
underlying:
The Initial Level will be the closing level of the indices in the basket comprising 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 worst performing index in the basket comprising the Underlying as at the Valuation
Time on the relevant automatic early redemption valuation date.
The Final Level will be the level of the worst performing index in the basket comprising the Underlying
as at the Valuation Time on the final redemption valuation date.
C.20 оf
the
Type
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 630 are Phoenix Kick Out Notes with Capital at Risk, the return on which are linked to the
worst performing of the indices comprising the Underlying.
The following are the key risks applicable to the Notes:
Capital at Risk: Phoenix 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 worst performing index in the basket comprising the
applicable Underlying. A deterioration in the performance of the worst performing index in the basket
comprising the Underlying may result in a total or partial loss of the investor's investment in the
Notes.
As such Notes are not capital protected, there is no guarantee that the return on such a Note will be
greater than or equal to the amount invested in the Notes initially or that an investor's initial
investment will be returned. As a result of the performance of the relevant Underlying, an investor
may lose all of their initial investment.
Unlike an investor investing in a savings account or similar investment, where an investor may
typically expect to receive a low return but suffer little or no loss of their initial investment, an
investor investing in Notes which are not capital protected may expect to potentially receive a higher
return but may also expect to potentially suffer a total or partial loss of their initial investment.
Unsecured Notes: Investors investing in unsecured Notes (including unsecured Notes which are
specified in the applicable Final Terms as Notes "without Capital at Risk") are advised to carefully
evaluate the Issuer's credit risk when considering an investment in such Notes. If the Issuer became
unable to pay amounts owed to the investor under the unsecured Notes, such investor does not have
recourse to the underlying or any other security/collateral and, in a worst case scenario, investors may
not receive any payments under the Notes.
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 worst performing index in the basket comprising 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 worst performing index in the basket comprising 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 worst performing index, 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 worst performing index during such specified period.
Interest linked to Underlying: The return interest payable on Phoenix Kick Out Notes with Capital
at Risk is dependent on the level of the worst performing index in the basket comprising the
Underlying at the end of the interest period. Noteholders will be exposed to the risk of a prolonged
increase or decline in, or volatility of, the relevant Underlying that causes a negative performance in
the Underlying on certain specified dates, which could result in a decrease in the interest payments
on the Notes or no interest being payable in relation to the Notes.
Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in
respect of the Notes.
Section E – Offer
E.2 b 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.