Investec PLC — Capital/Financing Update 2018

Jun 7, 2018

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

7 June 2018

Investec Bank plc

Issue of USD 10,000,000 Impala Dual Index 5 year Upside Notes with Capital at Risk due 2023

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.

1.	Issuer:		Investec Bank plc
2.	(a)	Series Number:	651
	(b)	Tranche Number:	Ŧ
3.		Specified Currency:	USD
4.		FX Currency:	Not Applicable
5.		Aggregate Nominal Amount:
	(a)	Series:	USD 10,000,000
	(b)	Tranche:	USD 10,000,000
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	USD 100,000 and integral multiples of USD 1.00 thereafter
	(b)	Calculation Amount:	USD 1.00
	(c)	Indicative Terms Notification Date	Not Applicable
8.	(a)	Issue Date:	8 June 2018
	(b)	Interest Commencement Date:	Not Applicable
9.	Maturity Date:		1 June 2023; provided however that the Final Redemption Amount shall be payable on the day which is 2 Business Days immediately following the Maturity Date (the "Final Settlement Date") and no interest or other amounts shall accrue or be payable in respect of the period from (and including) the Maturity Date to the Final Settlement Date.
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)	Unsecured Notes
	(b) Date of Board approval 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) ner Calculation Amount navable	Fair Market Value

ulation Amount payable $h_{c1}$ 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:

• Details relating to Instalment 26. Not Applicable Notes:
• 1. Issuer Call Option Not Applicable

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 relating to Payment Days:	Not Applicable
31.		Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	N 0
	DISTRIBUTION
32.	(a)	If syndicated, names addresses and 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.
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

Taxation: Condition 7A (Taxation - No Gross up) applies $37.$

Not applicable

SECURITY

1. Security Provisions:

CREDIT LINKAGE

Not Applicable 39. Credit Linkage

RESPONSIBILITY

Signed on behalf of the Issuer:

By:

Neil Raja
Authorised Signatory Duly authorised

By: Duly authorised . . . . . . . . . . . . . . . . . . . |
|------------------

Paul Geddes
Authorised Signatory

$-5-$

PART B-OTHER INFORMATION

$1.$ LISTING

$(b)$

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

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.

$2.$ RATINGS

Ratings:

The Notes to be issued have not been rated.

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

Save as discussed in the "Subscription and Sale" section of the Base Prospectus, relating to the Issuer's agreement to reimburse the Dealers to certain of their expenses in connection with the update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

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

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

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

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

$\frac{1}{2}$

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

6. OPERATIONAL INFORMATION $\sum_{i=1}^{n}$

(a)	ISIN CODE:	XS1825540732
(b)	SEDOL Code:	Not Applicable
(c)	Common Code:	182554073
(d)	clearing Any system(s) other than Euroclear and Clearstream, Luxembourg relevant and the identification number(s):	Not Applicable
(e)	Delivery:	Delivery against payment
(f)	Additional Paying Agent(s) Not Applicable (if any):
(g)	Common Depositary:	Deutsche Bank AG, London Branch

(h)		Calculation Agent:	Investec Bank plc
	(i)	Calculation 1S make Agent to calculations?	Yes
	(ii)	identify if not. calculation agent:	Not Applicable
(i)		Nordic Paying Agent:	Not Applicable
(i)		Italian Paying Agent:	Not Applicable
		TERMS AND CONDITIONS OF THE OFFER

Not Applicable

$7.$

ANNEX 1 EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.	Type of Note:	Index Linked Note
2.	Type of Underlying:	Basket of Indices
3.	Physical Settlement	Not Applicable
4.	Redemption Interest and Payment Provisions:
(a)	Return Factor:	Not Applicable
(b)	FX Factors:	Not Applicable
(c)	Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(d)	Kick Out Notes without Capital at Risk Redemption Provisions	Not Applicable
(e)	Kick Out Phoenix Notes with Capital Risk Redemption at Provisions	Not Applicable
(f)	Upside Notes with Capital at Risk Redemption Provisions	Applicable
	Return Threshold: (i)	80 per cent. of Initial Index Level
	Strike Percentage: (ii)	Not Applicable
	(iii) Capital Downside:	Not Applicable
	(iv) Digital Return:	145 per cent.
	Upside Return: (v)	Not Applicable
	Minimum Return: (vi)	Not Applicable
	(vii) Cap:	Not Applicable
	Gearing 1: (viii)	Not Applicable
	(ix) Downside Return 1:	Applicable
	Downside Return (x) 2:	Not Applicable
	Gearing 2: (x i )	Not Applicable
	Lower Strike: (xii)	Not Applicable
	Upper Strike: (xiii)	Not Applicable
(g)	Upside Notes without Capital at Risk Redemption Provisions	Not Applicable
(h)	Geared Booster Notes with Capital	Not Applicable

at Risk Redemption Provisions

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

Additional Provisions

$(b)$

$(c)$

$(d)$

$(e)$

$(f)$

$(g)$

$(h)$

$(i)$

$(j)$

$(k)$

$(1)$

$(m)$

$(n)$

$(0)$

Underlying: $(a)$

Basket of Indices		Index	Index Sponsor	Exchange	Weighting
			STOXX Limited	Multi- Exchange Index	Not Applicable
		FTSE® 100	FTSE Internationa 1 Limited	London Stock Exchange plc	Not Applicable
Disruption:	Averaging Dates Market	Not Applicable
Events:	Additional Disruption		Hedging Disruption and Increased Cost of Hedging
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.
Valuation Time:		The time at which the Index Sponsor publishes the closing level of the Index.
Strike Date:		1 June 2018
Initial Index Level:		The Level on the Strike Date
Initial Averaging:		Not Applicable
Automatic Early Redemption:		Not Applicable
Automatic Early	Redemption Averaging:	Not Applicable
Barrier Condition:		satisfied.	European. Worst of Provisions apply in relation to any determination of whether the Barrier Condition is
(i)	Barrier Threshold:	50 per cent. of the Initial Index Level.
(ii) Date:	Valuation Barrier	The Final Redemption Valuation Date.
Barrier Averaging:		Not Applicable
Final Index Level:		The Level on the Final Redemption Valuation Date.
(i)	Final Redemption Valuation Date:	1 June 2023
Final Averaging:		Not Applicable
Downside Level:	Final Index	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 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^TM 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^TM" and "Footsie^TM" 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)

Statements regarding the EuroSTOXX® Index: Applicable

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:
• $\bullet$ 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 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 $\bullet$ 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)

$\bullet$

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

		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 0.14% 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 Investec 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	Key Financial Information:	The selected financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 March 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.		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 (£'000) Earnings attributable to ordinary shareholders (£'000)	79,285	85,160	161,057	146,347
		Costs to income ratio	58,711 77.0%	62,385 75.1%	117,793 75.9%	96,635 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 (£'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) Cash and near cash balances (£'000)	11,221,444	12,328,366	11,289,177	11,038,164
			4,869,067	6,062,943	4,853,000	5,046,000
		Funds under management (£'000) Capital adequacy ratio	37,500,000 16.0%	33,723,000 16.5%	35,900,000 16.6%	30,100,000
		Tier 1 ratio	12.1%	11.8%	12.2%	17.0% 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	The Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking and
	upon other entities within	controlling party is Invested 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 Investec 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 Investec 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 651, 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: XS1825540732
		Common Code: 182554073
		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 USD.
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	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.
	Limitations to those Rights:	Investors investing in unsecured Notes (including unsecured Notes which are described in the applicable Final Terms as Notes that do not have capital at risk) are advised to carefully evaluate the Issuer's credit risk when considering an investment in such Notes. If the Issuer became unable to pay amounts owed to the investor under the unsecured Notes, such investor does not have recourse to the underlying or any other security/collateral and, in a worst case scenario, investors may not receive any payments under the Notes. The Notes are unsecured obligations. They are not deposits and they are not protected under the UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.
		Denomination: The Notes will be issued in denominations of USD100,000 and integral multiples of USD1.00 thereafter.
		Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by the United Kingdom unless such withholding or deduction is required by law. In the event that any such deduction is made, the Issuer will not be required to pay any additional amounts in respect of such withholding or deduction.
		Governing Law: English law

C.9	The Rights Attaching to the Securities (Continued), Including Information as to Interest. Maturity, Yield and the Representative of the Holders:	or an event of default).	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
		Interest: The Notes are non interest bearing.
		Noteholder Representative	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 to the 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:	of the Notes and accordingly affects the return (if any) on the Notes: Underlying:	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
		Index	Weighting
		Euro STOXX® 50	Not Applicable
		FTSE® 100	Not Applicable
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 1 June 2023.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:		Series 651 are Upside Notes with Capital at Risk, the return on which are linked to the Underlying.
		Capital at Risk
		The Notes have capital at risk.
		Redemption Amount payable on the Notes
		index in the basket comprising the Underlying.	The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the worst-performing
			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 Upside Notes with Capital at Risk:
		Final Redemption Amount
		The return on the Notes at maturity will be based on the final level of the worst-performing index in the basket comprising the Underlying (determined 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 worst-performing index in the basket comprising the Underlying (the "Final Level") is greater than a specified percentage of the initial level of such Index (the "Initial Level") and the Barrier Condition is satisfied, an investor will receive a cash amount equal to their initial investment multiplied by a "Digital Return", being 145 per cent.
		Scenario B - Return of Initial Investment
		If at maturity the Final Level is less than or equal to a specified percentage of the Initial Level and the Barrier Condition is satisfied, an investor will receive a cash amount equal to their initial investment.
		Scenario $C$ – Loss of Investment
		If at maturity the Final Level is less than a specified percentage of the Initial Level and the Barrier Condition is not satisfied, 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.
		*The Barrier Condition is satisfied where the level of the worst-performing index in the basket comprising the Underlying is greater than or equal to a specified percentage of the initial level of such index at the Valuation Time on the date specified in the relevant Final Terms.
C.19	Exercise price or final reference price of the	The determination of the performance of the Underlying and the redemption price will be carried out by the Calculation Agent, being Investec Bank plc.
	underlying:	The Initial Level will be the closing level of the Underlying as at the Valuation Time on the Strike 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	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 651 are Upside Notes with Capital at Risk, the return on which are linked to the Underlying.
		The following are the key risks applicable to the Notes:
		Capital at risk: Upside Notes with Capital at Risk are not fully 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 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 Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.

Downside risk: Since the Notes are not capital protected 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 the basket comprising 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 worstperforming index in the basket comprising 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.

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.