Investec PLC — Capital/Financing Update 2018

Aug 20, 2018

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

20 August 2018

Invested Bank plc Issue of USD 5,000,000 Kick Out Notes with Capital at Risk due 2022 under the £2,000,000,000 Impala Bonds Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) and includes any relevant implementing measures in the Relevant Member State.

Prospective investors considering acquiring any Notes should understand the risks of transactions involving the Notes and should reach an investment decision only after carefully considering the suitability of the Notes in light of their particular circumstances (including without limitation their own financial circumstances and investment objectives and the impact the Notes will have on their overall investment portfolio) and the information contained in this Base Prospectus and the applicable Final Terms. Prospective investors should consider carefully the risk factors set out under "Risk Factors" in the Base Prospectus referred to below.

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 18 July 2018 (the "Base Prospectus") for the purposes of Article 5(4) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) (the "Prospectus Directive").

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions, the Terms and the Additional Terms set forth in the Base Prospectus.

Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at and copies may be obtained from www.investecstructuredproducts.com and during normal working hours from Invested Bank plc, 30 Gresham Street, London EC2V 7OP, 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:	699S
	(b)	Tranche Number:	1
3.		Specified Currency:	USD
4.		FX Currency:	Not Applicable
5.		Aggregate Nominal Amount:
	(a)	Series:	USD 5,000,000
	(b)	Tranche:	USD 5,000,000
6.	Issue Price:		100 per cent. of the Aggregate Nominal Amount
7.	(a)	Specified Denominations:	USD 150,000 plus increments of USD 1,000
	(b)	Calculation Amount:	USD 1,000
	(c)	Indicative Terms Notification Date	Not Applicable
8.	(a)	Issue Date:	21 August 2018
	(b)	Interest Commencement Date:	Not Applicable
9.		Maturity Date:	22 August 2022
10.		Interest Basis:	Not Applicable
11.		Redemption/Payment Basis:	Index Linked Notes (see Annex 1 (Equity/Index/Dual Underlying Linked Note Provisions) to this Final Terms for further details)

12.		Change of Interest Basis or Redemption/Payment Basis:	Not Applicable
13.	Call Option:		Not Applicable
14.	Put Option:		Not Applicable
15.	(a)	Security Status:	Secured Notes. The Issuer has designated the Notes as covered bonds.
	(b)	Date of board approval for issuance of Notes obtained:	Not Applicable
16.		Method of distribution:	Non-syndicated

Not Applicable $17.$ Redenomination on Euro Event:

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 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):		No
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, 30 Gresham Street, London EC2V 7QP. Invested Bank plc will initially subscribe for up to 60 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:	Applicable
	(a)	Secured Portion:	100 per cent. of the Notes
	(b)	Whether Collateral Pool secures this Series of Notes only or this Series and other Series:	This Series and other Series
	(c)	Date of Supplemental Trust Deed relating to Collateral Pool the securing the Notes and Series Number of first	Supplemental Trust Deed dated 9 November 2015 securing Series number 122S among others

Series of Secured Notes secured thereby:

(d)		Eligible Collateral:	Valuation Percentage	Maximum Percentage
	(i)	$\dot{m}$ Cash an Eligible Currency	100%	100%
	(ii)	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of not more than one year	100%	100%
	(iii)	Negotiable debt obligations issued by the government of United the Kingdom having an original maturity at issuance of more than one year but not more than 10 years	100%	100%
	(iv)	Negotiable debt obligations issued by the government of the United Kingdom having an original maturity at issuance of more than 10 years	100%	100%
	(v)	Negotiable senior debt obligations issued or guaranteed by any of the

			following entities:
			Name Entity	of	Valuation Percentage			Maximum Percentage
			Not Applicable		Not Applicable			Not Applicable
		(vi)	Negotiable subordinated debt obligations issued by any of following entities:	the
			Name Entity description of subordinated debt, where appropriate	of and	Valuation Percentage			Maximum Percentage
	(e)		Valuation Dates:		redeemed				Every Business Day from and including the Issue Date to but excluding the date on which the Notes are due to be
	(f)		Base Currency:		GBP
	(g)	Minimum Amount:	Transfer		GBP 10,000
	(h)		Independent Amount:		GBP 50,000
	(i)	Dealer Rights:	Waiver	of	Applicable
		(i)	Maximum Waivable Amount:		Waivable Notes				100 per cent. of the principal amount of the Series of
CREDIT LINKAGE
39.		Credit Linkage			Applicable
	(a)		Credit Linked Portion:		100 per cent. of the Notes
	(b)	Credit type:	Linked Note		Single Name CLN
	(c)		Reference Entity:		Name Reference Entity	of	Refere nce Entity Weight ing $(\%)$	Initial Weight ing	Reference Entity Removal Date

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

4 Yr USD S&P500 KO Note

RESPONSIBILITY

Signed on behalf of the Issuer: $\overline{\phantom{a}}$ By: Duly authorised By: $\frac{1}{\sqrt{2}}$ Duly authorised Raise Dac Paul Geddes Authorised Signatory

PART B - OTHER INFORMATION

$\mathbf{I}$ . LISTING

• Official List of the FCA $(a)$ Listing:
• Admission to trading: Application is expected to be made by the Issuer (or on $(b)$ 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.

$\overline{2}$ RATINGS

Ratings:

The Notes to be issued have not been rated.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE 3. ISSUE/OFFER

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 (each such distributor, an "Interested Party"), or the Notes may be on-sold by Invested Bank plc to certain authorised offerors ("Authorised Offerors") at a discount to the Issue Price. Such discount will be retained by the Authorised Offerors as a re-offer spread. If under any applicable laws or regulations (including, if applicable, the Markets in Financial Instruments Directive (MiFID II)), an Authorised Offeror or an Interested Party is required to disclose to prospective investors in the Notes further information on any remuneration or discount that Invested Bank plc pays or offers to, or receives from such Authorised Offeror or Interested Party in respect of the Notes, the Authorised Offeror or Interested Party shall be responsible for compliance with such laws and regulations. Investors may request such further information from the relevant Authorised Offeror or 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 4. EXPENSES

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

$\overline{\mathbf{5}}$ 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.

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

6. BENCHMARK

Amounts payable under the Notes are calculated by reference to the benchmarks set out below, each of which is provided by the administrator indicated in relation to the relevant benchmark.

Benchmark	Administrator	Does the Administrator appear on the Register?
S&P® 500 Index	S&P Dow Jones Indices LLC	Does not appear As far as the Issuer is aware the transitional provisions in Article 51 of the BMR apply, such that the Administrator is not currently required to obtain authorisation or registration (or, if located outside the Union. European recognition, endorsement or equivalence).

$7.$ OPERATIONAL INFORMATION

Contract Contract

(a)	ISIN Code:	XS1867711175
(b)	SEDOL Code:	Not Applicable
(c)	Common Code:	186771117
(d)	clearing system(s) Any other than Euroclear and Clearstream, Luxembourg the relevant and identification number(s):	Not Applicable
(e)	Delivery:	Delivery against payment
(f)	Additional Paying Agent(s) (if any):	Not Applicable
(g)	Common Depositary:	Deutsche Bank AG, London Branch
(h)	Calculation Agent:	Investec Bank plc
	Calculation (i) is. Agent to make calculations?	Yes
	(ii) if not, identify calculation agent:	Not Applicable
(i)	Nordic Paying Agent:	Not Applicable
(j)	Italian Paying Agent:	Not Applicable
	TERMS AND CONDITIONS OF THE OFFER

Not Applicable

8.

ANNEX1

EQUITY/INDEX/DUAL UNDERLYING LINKED NOTE PROVISIONS

1.	Type of Note:		Index Linked Note
2.	Type of Underlying:		Single Index
3.	Physical Settlement		Not Applicable
	(a) Settlement:	Equity Linked Physical	Not Applicable
	(b) Settlement:	Downside Only Physical	Not Applicable
4.	Redemption Payment Provisions:	Interest and
(a)	Return Factor:		Not Applicable
(b)	FX Factors:		Not Applicable
(c)	Risk Redemption Provisions	Kick Out Notes with Capital at	Applicable
	(i)	Return Threshold:	50 per cent. of Initial Index Level
	(ii)	Strike Percentage:	Not Applicable
	(iii)	Capital Downside:	Not Applicable
	(iv)	Digital Return	135.00 per cent.
	(v)	Upside Return:	Not Applicable
	(vi)	Cap:	Not Applicable
	(vii)	Gearing 1:	Not Applicable
	(viii)	Downside Return 1:	Applicable
	(ix)	Downside Return 2:	Not Applicable
	(x)	Gearing 2:	Not Applicable
	(x i )	Lower Strike:	Not Applicable
	(xii)	Upper Strike:	Not Applicable
(d)	Risk Redemption Provisions	Kick Out Notes without Capital at	Not Applicable

(e)	Phoenix Kick Out Notes with Capital at Risk Redemption Provisions	Not Applicable
(f)	Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(g)	Upside Notes without Capital at Risk Redemption Provisions	Not Applicable
(h)	Geared Booster Notes with Capital at Risk Redemption Provisions	Not Applicable
(i)	Lock-In Call Notes with Capital at Risk Redemption Provisions	Not Applicable
(j)	N Barrier (Income) Notes with Risk Redemption Capital at Provisions	Not Applicable
(k)	Range Accrual (Income) Notes with Capital at Risk Redemption Provisions	Not Applicable
(1)	Range Accrual Notes (Income) without Capital at Risk:	Not Applicable
(m)	Reverse Convertible Notes with Capital at Risk	Not Applicable
(n)	Double Bonus Notes with Capital at Risk Redemption Provisions	Not Applicable
$\circ$	Bear Notes with Capital at Risk Redemption Provisions	Not Applicable
(p)	Bear Notes without Capital at Risk Redemption Provisions	Not Applicable
(q)	Dual Underlying Kick Out Notes Not Applicable with Capital at Risk Redemption Provisions
(r)	Dual Underlying Upside Notes with Capital at Risk Redemption Provisions	Not Applicable
(s)	Out Performance Call Notes with Capital at Risk Redemption Provisions	Not Applicable
(t)	Out Performance Call Notes without Capital Risk at Redemption Provisions	Not Applicable
(u)	Performance Out Call Notes Capital Risk without at Redemption Provisions	Not Applicable

5. Additional Provisions:

$(a)$ Underlying:

	(i)	Single (the Underlying")	Index	Index	Index Sponsor	Exchange	Weighting
				S&P 500 ®	Standard & Poors	New York Stock Exchange	Not Applicable
(b)	Averaging Market Disruption:		Dates	Not Applicable
(c)	Additional Disruption Events:			Hedging Disruption and Increased Cost of Hedging
(d)	Business Day:		A day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London
(e)	Valuation Time:			The time at which the Index Sponsor publishes the closing level of the Index.
(f)	Strike Date:			14 August 2018
(g)	Initial Index Level:			The Level on the Strike Date
(h)	Initial Averaging:			Not Applicable
(i)	Automatic Early Redemption:			Applicable.

Automatic Earlv Redemptio n Valuation Date	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
14 August 2019	The date which falls 5 Business Days following applicable the Automatic Early Redemption Valuation Date	103.00 per cent. of Issue Price	95 per cent. Initial of Index Level
14 August 2020	The date which falls 5 Business Days following applicable the Automatic Early Redemption Valuation Date	108.00 per cent. of Issue Price	90 per cent. of Initial Index Level

6 Yr GBP Quad Index KO Note

			16 August 2021	The date which falls 5 Business Days following applicable the Automatic Early Redemption Valuation Date	118.00 per cent. of Issue Price	80 per cent. Initial οf Index Level
(j)	Automatic Redemption Averaging:	Early	Not Applicable
(k)	Barrier Condition:		Not Applicable
(1)	Barrier Averaging:		Not Applicable
(m)	Final Index Level:			The Level on the Final Redemption Valuation Date
	Final (i) Redemption Valuation Date:		15 August 2022
(n)	Final Averaging:		Not Applicable
$\circ$	Downside Final Index Level:		Not Applicable
(p)	Downside Averaging:	Final	Not Applicable

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

Statements regarding the Reference Entity:

Applicable $-$ The government of the United Kingdom

The Reference Entity has sponsored or endorsed the Notes or the related plan in any way, nor has it undertaken any obligation to perform any regulated activity in relation to the Notes or the related plan.

Statements regarding the S&P 500® Index:

Applicable

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEOUACY, ACCURACY, TIMELINESS OR COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN OR ANY COMMUNICATIONS. INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATIONS (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P. ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS OR DELAYS THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE MARKS, THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES OR THEIR THIRD PARTY LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL. EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.

The S&P 500® is a trademark of Standard & Poor's and has been licensed for use by Invested Bank plc.

(Source: Standard & Poor's)

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 name of the Issuer:	The legal name of the issuer is Invested Bank plc (the "Issuer").
B.2	Domicile and legal form of the Issuer:	The Issuer is a public limited company registered in England and Wales under registration number 00489603. 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 00489603 with the name Edward Bates & Sons Limited. Since then it has undergone changes of name, eventually re-registering under the Companies Act 1985 on 23 January 2009 as a public limited company and is now incorporated under the name Invested Bank plc. The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia , the Financial Services and Markets Act 2000, for the purposes of which the Issuer is an authorised person carrying on the business of financial services
B.4 b	Trends:	provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006. The Issuer, in its audited consolidated financial statements for the year ended 31 March 2018, reported operating profit before goodwill and acquired intangibles and after non-controlling interests of £136.3 million (2017: £161.1 million). The Specialist Bank continued to see good growth in loan portfolios and client activity which supported solid growth in net interest income. This was partially offset by lower investment and trading income, following particularly strong investment banking and client flow activity levels in the prior year. The Wealth & Investment business benefited from higher average funds under management and positive net inflows. Growth in costs primarily reflects planned investment in growing the client franchise businesses, notably for the continued build out of the private client offerings. Impairments on the legacy loan portfolio increased in anticipation of accelerated exits of certain assets in line with the strategy of managing down this portfolio.
		The balance sheet remains strong, supported by sound capital and liquidity ratios. At 31 March 2018, the Issuer had £5.6 billion of cash and near cash to support its activities, representing 46.8% of its customer deposits. Customer deposits have increased by 6.0% since 31 March 2017 to £12.0 billion at

		31 March 2018. The Issuer's loan to deposit ratio was 80.7% as at 31 March 2018 (31 March 2017: 76.2%). At 31 March 2018, the Issuer's total capital adequacy ratio was 16.5%, common equity tier 1 (CET1) ratio was 11.8% and its leverage ratio was 8.5%. These disclosures incorporate the deduction of foreseeable charges and dividends as required by the Capital Requirements Regulation and European Banking Authority technical standards. Excluding this deduction, the CET1 ratio would be 0.13% higher. The credit loss charge as a percentage of average gross core loans and advances was 1.14% (2017: 0.90%). The Issuer's gearing ratio remains low with total assets to equity at 9.1 times at 31 March 2018.
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 2018.
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 2017 and 31 March 2018.
		Financial features		Year Ended
			31 March 2018	31 March 2017
		Operating profit before amortisation of acquired intangibles, non-operating items, taxation and after non-
		controlling interests (£'000)	136,347 97,841	161,057
		Earnings attributable to ordinary shareholders $(E'000)$	76.8%	117,793
		Costs to income ratio Total capital resources (including subordinated		75.9%
		liabilities) $(f000)$	2,788,840	2,559,287
		Total shareholders' equity (£'000)	2,209,167	1,979,931
		Total assets (£'000)	20,097,225	18,381,414
		Net core loans and advances (£'000)	9,663,172 11,969,625	8,598,639
		Customer accounts (deposits) (£'000) Cash and near cash balances (£'000)	5,598,418	11,289,177
		Funds under management (£'000)	37,276,000	4,852,710 35,900,000
		Capital adequacy ratio	16.5%	16.6%
		Common equity tier 1 ratio	11.8%	12.2%
		There has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries since 31 March 2018, being the end of the most recent financial period for which it has published financial statements.
		There has been no material adverse change in the prospects of the Issuer since the financial year ended 31 March 2018, the most recent financial year for which it has published audited financial statements.
B.13	Recent Events:	Not Applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency.
B.14	Dependence upon other entities within the Group:	The Issuer's immediate parent undertaking is Invested 1 Limited. The Issuer's ultimate parent undertaking and controlling party is Invested plc.
		The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its business through its subsidiaries and is accordingly dependent upon those members of the Group. The Issuer is not dependent on Investee plc.
B.15	Issuer's The	The principal business of the Issuer consists of Wealth & Investment and Specialist Banking.
	Principal Activities:	The Issuer is an international, specialist banking group and asset manager whose principal business involves provision of a diverse range of financial services and products to a select client base in the United Kingdom and Europe and Australia/Asia and certain other countries. As part of its business, the Issuer provides investment management services to private clients, charities, intermediaries, pension schemes and trusts as well as specialist banking services focusing on corporate advisory and investment activities, corporate and institutional banking activities and private banking activities.
B.16	Controlling Persons:	The whole of the issued share capital of the Issuer is owned directly by Invested 1 Limited, the ultimate parent undertaking and controlling party of which is Invested plc.

B.17	Credit Ratings:	The long-term senior debt of the Issuer has a rating of BBB+ as rated by Fitch. This means that Fitch's expectation of default risk is currently low and Fitch is of the opinion that the Issuer's capacity for payment of financial commitments is considered adequate, but adverse business or economic conditions are more likely to impair this capacity.
		The long-term senior debt of the Issuer has a rating of A2 as rated by Moody's. This means that Moody's is of the opinion that the Issuer is considered upper-medium-grade and is subject to low credit risk.
		The long-term senior debt of the Issuer has a rating of BBB+ as rated by Global Credit Rating. This means that Global Credit Rating is of the opinion that the Issuer has adequate protection factors and is considered sufficient for prudent investment. However, there is considerable variability in risk during economic cycles).
		The Notes to be issued have not been specifically rated.
		Section C - Securities
C.1	Description of Type and Class of Securities:	Issuance in series: The Notes will be issued in series ("Series") which may comprise one or more tranches ("Tranches") issued on different issue dates. The Notes of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective Tranches.
		The Notes are issued as Series number 699S, 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: XS1867711175
		Common Code: 186771117
		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 Limitations to those Rights:	Security: The Notes are secured (the "Secured Notes"). The Secured Notes constitute direct, unconditional, unsubordinated secured obligations of the Issuer that will rank part passu among themselves. The issuer will create security over a pool of collateral ("Collateral Pool") to secure a specified portion (the "Secured Portion") of its obligations in respect of the Secured Notes. The Collateral Pool secures more than one Series of Secured Notes.
		Denomination: The Notes will be issued in denominations of USD 1,000.
		Taxation: All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by the United Kingdom unless such withholding or deduction is required by law. In the event that any such deduction is made, the Issuer will not be required to pay any additional amounts in respect of such withholding or deduction.

			Governing Law: English law
C.9	The Rights Attaching to the Securities (Continued),		for taxation reasons 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
	Including Information as to		Interest: The Notes are non-interest bearing.
	Interest. Maturity, Yield and the			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").
	Representative of the Holders:	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 relating the to coupon:	Not Applicable
C.11	Listing and Trading:		Exchange plc (the "London Stock Exchange").	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 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			The return on the Notes is linked to the performance of an underlying instrument (being the index
	underlying instruments:	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
		S&P 500®		Not Applicable
		Redemption Date"):	Automatic Early Redemption	If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the Underlying is greater than the threshold level, price or value specified (the "Automatic Early Redemption Threshold"), the Notes will be redeemed at the amount specified below (the "Automatic Early Redemption Amount") on a date prior to maturity (the "Automatic Early
		Automatic Early Redemption Valuation Date*	Automatic Early Redemption Date	Automatic Early Redemption Amount	Automatic Early Redemption Threshold
		14 August 2019	The date which falls 5 Business Days following the applicable Automatic Early Redemption Valuation Date	103.00 per cent. of Issue Price	95 per cent. of Initial Index Level
		14 August 2020	The date which falls 5 Business Days following the applicable Automatic Early Redemption Valuation Date	108.00 per cent. of Issue Price	90 per cent. of Initial Index Level

		16 August The date which falls 5 118.00 per cent. of Issue 80 per cent. of Initial Index Level 2021 Price Business Days following the applicable Automatic Early Redemption Valuation Date *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.
		Credit Linkage
		In addition to being credit linked to the Underlying, the Notes are Credit Linked Notes linked to the government of the United Kingdom. The Notes are Credit Linked Notes to which Simplified Credit Linkage provisions apply,
		The market price or value of the Notes at any times is expected to be affected by changes in the value of the Underlying and the likelihood of the occurrence of a Credit Event in relation to the Reference Entity.
		Simplified Credit Linkage - General Recovery Rate
		If the Reference Entity becomes subject to a Credit Event the value of the portion of the Notes linked to the relevant Reference Entity will be linked to a recovery rate (the "Recovery Rate") determined by reference to an auction coordinated by the International Swaps and Derivatives Association, Inc. ("ISDA") in respect of certain obligations of the Reference Entity or, in certain circumstances, including if such an auction is not held, a market price as determined by Invested Bank plc in its capacity as calculation agent (the "Calculation Agent"). Details regarding ISDA auctions can be obtained as of the date hereof on ISDA's website, which is currently www.isda.org.
C.16	Expiration or maturity date:	The Maturity Date of the Notes is 22 August 2022.
C.17	Settlement procedure:	The Notes will be cash-settled.
C.18	Return on securities:	Series 699S are Kick Out Notes with Capital at Risk.
		Capital at Risk
		The Notes have capital at risk.
		Redemption Amount payable on the Notes
		The Notes are Index Linked Notes, the redemption amount in respect of which is linked to the Underlying.
		The calculations which are required to be made to calculate the amounts payable in relation to each type of Note will be based on the level, price or value (as applicable) of the relevant Underlying at certain specified times, where the "level" is in respect of an index, a basket of indices, or an inflation index, "price" is in respect of a share (or ETF share) or "value" is in respect of a basket of shares (or ETF shares).
		Redemption provisions in respect of Kick Out Notes with Capital at Risk:
		Automatic Early Redemption
		The Notes may mature early (kick out) on a certain date or dates specified in the Final Terms, depending on the level of the Underlying on specified valuation dates, as further described in C.15 (Effect of value of underlying instruments).
		If the Notes kick out early an investor will receive the relevant Automatic Early Redemption Amount described in C.15 ( Effect of value of underlying instruments ).
		Final Redemption Amount
		If there has been no kick out, the return on the Notes at maturity will be based on the final level of the Underlying as described in C.19 ( Exercise price or final reference price of the underlying )). In certain circumstances this may result in the investor receiving an amount less than their initial investment.
		Scenario A – Digital Return

	If at maturity the final level of the Underlying (the "Final Level") is greater than or equal to a specified percentage of the initial level of the Underlying (the "Initial Level"), an investor will receive a cash amount equal to their initial investment multiplied by a "Digital Return", being 135.00 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.
reference final	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 of the
underlying:	The Initial Level will be the closing level of the Underlying as at the Valuation Time on the Strike Date.
	The level of the Underlying used to determine whether an automatic early redemption event has occurred will be the level of the Underlying as at the Valuation Time on the relevant automatic early redemption valuation date.
	The Final Level will be the level of the Underlying as at the Valuation Time on the final redemption valuation date.
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").
	Exercise price or

		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. This includes repaying depositors or maturing wholesale debt. This risk arises from mismatches in the timing of cash flows, and 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 699S are Kick Out Notes with Capital at Risk, the return on which are linked to the Underlying. Simplified Credit Linkage applies in respect of the Notes.
		The following are the key risks applicable to the Notes:
		Capital at Risk: Kick Out Notes with Capital at Risk may not be capital protected.
		The value of the Notes issuable under the Programme prior to maturity depends on a number of factors including the performance of the Underlying. A deterioration in the performance of the Underlying may result in a total or partial loss of the investor's investment in the Notes.
		As such Notes are not capital protected, there is no guarantee that the return on such a Note will be greater than or equal to the amount invested in the Notes initially or that an investor's initial investment

	will be returned. As a result of the 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.
	Return linked to performance of the relevant Underlying: The return on the Notes is calculated by reference to the performance of the Underlying. Poor performance of the relevant Underlying could result in investors, at best, forgoing returns that could have been made had they invested in a different product or, at worst, losing some or all of their initial investment.
	Downside risk: Since the Notes are not capital protected or only a portion of the capital may be protected, if at maturity the level of the Underlying is less than a specified level, investors may lose their right to return of all their principal or all of the portion of the principal that is not protected at maturity and may suffer a reduction of their capital in proportion (or a proportion multiplied by a leverage factor) with the decline of the level of the Underlying, in which case investors would be fully exposed (or, in the case of a Note where only a portion of the capital is protected, the portion of capital not protected would be fully exposed) to any downside of the Underlying during such specified period.
	Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Notes.
	Key risks specific to Secured Notes
	Security may not be sufficient to meet all payments: Any net proceeds realised upon enforcement of any security granted by the Issuer over a pool of collateral ("Collateral Pool") will be applied in or towards satisfaction of the claims of, among others, the security trustee and any appointee and/or receiver appointed by the trustee in respect of the Secured Notes before the claims of the holders of the relevant Secured Notes. Since the net enforcement proceeds may not be sufficient to meet all payments in respect of the Secured Notes, investors may suffer a loss on their investment.
	Collateral Pool may secure more than one series of secured Notes: A Collateral Pool may secure the Issuer's obligations with respect to more than one series of Secured Notes and an event of default under the Notes with respect to any one series of Secured Notes secured by such Collateral Pool may trigger the early redemption of all other series that are secured by the same Collateral Pool in order for the security over the entire Collateral Pool to be enforced. Such cross-default may, among other things, result in losses being incurred by holders of the Secured Notes which would not otherwise have arisen.
	Substitution of Posted Collateral: Collateral posted as security for the Issuer's obligations under the Notes may, at the Issuer's request, be substituted for other items of collateral "Eligible Collateral" provided that on the date of transfer the value of the new collateral is equal to or exceeds the value of the original collateral. Any such substitution request is subject to (a) verification by the entity appointed as the verification agent (the "Verification Agent") that the new item of collateral is Eligible Collateral; and (b) approval by the Trustee. However, neither the Verification Agent nor the Trustee is obliged to confirm that the value of the new item of Eligible Collateral is equal to or exceeds the value of the original item of posted collateral. Following any such substitution, the market value of the new item of Eligible Collateral may fall below the value of the original item of posted collateral, and the net proceeds realised upon enforcement of the relevant Collateral Pool may therefore be less than if no such substitution had been made.
	Key risks specific to Credit Linked Notes
	Credit Linkage: The Notes are linked to the credit of the government of the United Kingdom (the "Reference Entity") (the "Credit Linked Notes"). If a Reference Entity becomes subject to a Credit Event then the redemption price which would otherwise be payable in respect of the portion of the Note linked to such Reference Entity (the "Relevant Portion") will be reduced in accordance with the Recovery Rate. There is a risk that an investor in the Credit Linked Notes may receive considerably less than the amount paid by such investor, regardless of any positive performance in the Underlying. If one of the Reference Entity become subject to a Credit Event an investor's return on the Credit Linked Notes may be zero.
	Postponement in payment of Final Redemption Amount - Simplified Credit Linkage: Each Note will be settled on its scheduled maturity date except that, if the Recovery Rate cannot be determined by the Calculation Agent by the scheduled maturity date, payment of the Final Redemption Amount in respect of such Note may be delayed and may fall after the Note's scheduled maturity date. Payment of the Final Redemption Amount may be delayed by up to 60 calendar days plus five business days.
	General Recovery Rate in Credit Linked Notes - Simplified Credit Linkage: The redemption price payable on the Relevant Portion of the Notes following the occurrence of a Credit Event in respect of such Reference Entity will be determined by reference to an auction coordinated by ISDA in respect of certain obligations of the relevant Reference Entity or, in certain circumstances, including if such an auction is not held, a market price as determined by the Calculation Agent (the "Recovery Rate"). There is a risk that the return payable to an investor in a Credit Linked Notes may be different from

	the return that investors would have received had they been holding a particular debt instrument issued by the Reference Entity.

		Section E-Offer
E.2b	Reasons for the Offer and Use of Proceeds:	Not Applicable. The use of proceeds is to make a profit and/or hedge risks.
E.3	Terms and Conditions of the Offer:	Not applicable.
E.4	Interests Material to the Issue:	The Issuer may be the Calculation Agent responsible for making determinations and calculations in connection with the Notes and may also be the valuation agent in connection with the reference asset(s). Such determinations and calculations will determine the amounts that are required to be paid by the Issuer to holders of the Notes. Accordingly when the Issuer acts as Calculation Agent, or Valuation Agent its duties as agent (in the interest of holders of the Notes) may conflict with the interest as issuer of the Notes.
E.7	Estimated Expenses:	Not applicable. Expenses in respect of the offer or listing of the Notes are not charged by the Issuer or Dealers to the Investor.