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Investec PLC Capital/Financing Update 2018

Sep 13, 2018

5231_rns_2018-09-13_ae123293-c83a-4d7c-9e58-5e02a5d3ad86.pdf

Capital/Financing Update

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

2 August 2018

Invested Bank plc Issue of GBP Phoenix Kick Out Notes with Capital at Risk due 2026 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, except as provided in sub-paragraph (ii) below, 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 of the Notes may only do so:

  • in circumstances in which no obligation arises for the Issuer or any Dealer to publish a $(i)$ 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; or
  • in those Public Offer Jurisdictions mentioned in paragraph 7 of Part B below, provided $(ii)$ such person is one of the persons mentioned in paragraph 7 of Part B below and that such offer is made during the Offer Period specified for such purpose therein.

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, which constitutes a base prospectus (the "Base Prospectus") for the purposes of Article 5(4) of the Prospectus Directive (Directive 2003/71/EC as amended by Directive 2008/11/EC, Directive 2010/73/EU and Directive 2008/78/EU) (the "Prospectus Directive").

Terms used herein shall be deemed to be defined as such for the purposes of the 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, 30 Gresham Street, London EC2V 7QP, and from Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS13 8AE. 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 Investec Bank plc or any of its affiliates.

1. Issuer: Investec Bank plc
2. (a) Series Number: 692
(b) Tranche Number: 1
3. Specified Currency: GBP
4. FX Currency: Not Applicable
5. Aggregate Nominal Amount:
(a) Series: The aggregate nominal amount of the Notes issued
will be notified and published on or about the Issue
Date as described in Part B, paragraph 7(h) hereof
(b) Tranche: The aggregate nominal amount of the Notes issued
will be notified and published on or about the Issue
Date as described in Part B, paragraph 7(h) hereof
6. Issue Price: 100 per cent. of the Aggregate Nominal Amount
7. Specified
(a)
Denominations:
GBP 1.00
(b) Calculation Amount: GBP 1.00
(c) Indicative
Terms
Notification Date
Not Applicable
8. (a) Issue Date: 14 September 2018
(b)
Interest
Not Applicable
Commencement
Date:
9. Maturity Date: 14 September 2026; provided however, that the Final
Redemption Amount shall be payable on the day
which is 3 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: Index
Linked
Interest
(see
Annex
1
(Equity/Index/Dual
Underlying
Linked
Note
Provisions) to this Final Terms for further details)
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: 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. Index Linked Notes (see Annex 1 (Equity/Index/Dual
Final Redemption Amount Underlying Linked Note Provisions) to this Final
of each Note: Terms for further details)

$-3-$

Final Redemption FX
Factor:
Not Applicable
25. Early Redemption Amount:
Early Redemption Amount(s) Fair Market Value
per Calculation Amount
payable on redemption for
taxation reasons or on event
of default or other early
redemption and/or
the
method of calculating the
same (if required or if
different from that set out in
the Conditions):
Early Redemption FX
Factor:
Not Applicable
26. Details relating to Instalment
Notes:
Not Applicable
27. Issuer Call Option Not Applicable
28. Noteholder Put Option Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

29. Form of Notes: Uncertificated Registered Notes
30. Additional Financial
Centre(s) or other special
provisions relating to
Not Applicable
31. Payment Days:
Talons for future Coupons
or Receipts to be attached to
Definitive Notes (and dates
on which such Talons
mature):
Not Applicable

DISTRIBUTION

32. (a) If syndicated, names Not Applicable
addresses of
and
Managers:
(b) Date of Subscription Not Applicable
Agreement:
33. If non-syndicated, name and
address of relevant Dealer:
Investec Bank plc, 30 Gresham Street, London EC2V
7QP.
34. Total commission and
concession:
Not Applicable
35. U.S. Selling Restrictions: Reg. S Compliance Category: 2;

TEFRA not applicable

  1. Prohibition of Sales to EEA Not Applicable Retail Investors:

TAXATION

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

RESPONSIBILITY

Signed on behalf of the Issuer: Neil Raja
Authorised Signatory. Ē $By:$ By: 1. . . . . . . . . . . . . . . . . . . Duly authorised Duly authorised Paul Geddes Authorised Signatory

PART B - OTHER INFORMATION

$\overline{1}$ . LISTING

  • $(a)$ Listing: Official List of the FCA
  • Admission to trading: $(b)$ Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange with effect from the Issue Date.

$\overline{2}$ . RATINGS

Ratings:

The Notes to be issued have not been rated.

$\overline{3}$ . 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.

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

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

$\overline{5}$ . 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 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?
FTSE® 100 FTSE
International
Limited
Appears
S&P 500 ® Standard & Poors 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
European Union, recognition, endorsement
or equivalence).
OPERATIONAL INFORMATION
(a) ISIN Code: GB00BF8S4M03
(b) SEDOL Code: Not Applicable
(c) Common Code: BF8S4M0
(d) Any clearing system(s)
other than Euroclear and
Clearstream,
Luxembourg
and
the
relevant
identification
$number(s)$ :
The Notes will be Uncertified Registered Notes
held in CREST
(e) Delivery: Delivery free of payment
(f) Additional
Paying
$Agent(s)$ (if any):
Not Applicable
(g) Common Depositary: Not Applicable
(h) Calculation Agent: Invested Bank plc
(i)
İS.
Calculation
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
(a) Offer Price: The Offer Price for the Notes is the Issue Price.
Offer Period:
(b)
An offer of the Notes will be made by the Plan
Manager (as defined in Part B, paragraph 7(e)
hereof) other than pursuant to Article 3(2) of
the Prospectus Directive during the period
from 9.00 a.m. (GMT) on 3 August 2018 until
5.00 p.m. (GMT) on 6 September 2018.
(c) Conditions to which the The Notes will be offered to retail investors in

offer is subject: the United Kingdom, Jersey, Guernsey and the Isle of Man (the "Public Offer Jurisdictions")

8.

$7.$

and will be available only through an investment in the Dual Index Income Plan September 2018 (the "Plan"), details of which are available from financial advisers.

  • $(d)$ Description $\sigma$ f the Prospective investors should complete and application process: sign an application form obtainable from their financial adviser and send it to their financial adviser who will send it to Invested Administration. Duly completed applications together with cheques for the full amount of the investor's subscription must be received by Invested Administration no later than:
  • $(a)$ 5:00 p.m. (GMT) on 6 September 2018 (other than in respect of ISA transfers):
  • $(b)$ 5:00 p.m. (GMT) on 16 August 2018 in respect of ISA transfers.

Invested Administration will send investors written acknowledgement by the end of the next working day following receipt of the completed application form. After the Issue Date, investors will be sent an opening statement showing each investor's holdings in the Notes.

Description $(e)$ of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Invested Bank plc as plan manager (the "Plan Manager") in relation to the Plan may accept duly completed applications subject to the Terms and Conditions set out in the brochure relating to the Plan (the "Plan Brochure"). The Plan Manager reserves the right to reject an application for any reason, in which case the subscription monies will be returned. Further details of the cancellation rights and the application process are set out in the Plan Brochure.

  • Details of the minimum $(f)$ Minimum of GBP3,000 to a maximum of $and/or$ maximum GBP1.000.000 amount of application:
  • Details of the method $(g)$ Duly completed applications together with and time limits for cheques for the full amount of the investor's paying up and delivering subscription must be received no later than 6 the Notes: September 2018 (or 16 August 2018 in respect of ISA transfers).

Prospective Noteholders will be notified by the Plan Manager of their allocation of Notes. The Notes will be collectively held for investors in the name of Ferlim Nominees Limited, except to the extent that alternative delivery and

settlement arrangements have been agreed between individual investors and the Plan Manager, as described more fully in the Plan Brochure.

$(h)$ Manner in and date on The final size will be known at the end of the which results of the offer Offer Period are to be made public:

A copy of these Final Terms will be filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Prospectus Rule 3.2.4(2).

$(i)$ Procedure for exercise Not Applicable of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:

$(i)$ indication whether dealing may begin before notification is made:

Process for notification At the end of the Offer Period, the Plan to applicants of the Manager will proceed to notify the prospective amount allotted and the Noteholders as to the amount of their allotment of the Notes.

  • $(k)$ Amount of any expenses None and taxes specifically charged to the subscriber or purchaser:
  • $(1)$ $Name(s)$ and address(es), to the extent EC2V 7QP known to the Issuer, of the placers in the various countries where the offer takes place:

Invested Bank plc, 30 Gresham Street, London

ANNEX1 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
and
Interest
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) Out
Kick
Notes
without
Capital at Risk Redemption
Provisions
Not Applicable
(e) Phoenix Kick Out Notes with
Capital at Risk Redemption
Provisions
Applicable
Interest
(i)
Amount:
In relation to each Calculation Amount and each
Interest Payment Date, an amount equal to 1.925
per cent. of such Calculation Amount
Constant
(ii)
Monitoring:
Not Applicable

$(iii)$ Interest European. Worst of provisions apply in relation to the determination of whether the Interest Amount Amount Condition: Condition is satisfied.

Interest Payment
Date
Interest
Valuation
Dates
Interest
Amount
Level
(as a
percentage
of the Initial
Index
Interest
Observatio
n Start
Date
Interest
Observation
End Date
The date which falls
5.
Business
Days
following
the
applicable Interest
Valuation Date
14 December
2018
Level)
75%
Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
14 March 2019 75% Not
Applicable
Not Applicable
The date which falls
5.
Business Days
following
the
applicable Interest
Valuation Date
14 June 2019 75% Not
Applicable
Not Applicable
The date which falls
5
Business
Days
following
the
applicable Interest
Valuation Date
16 September
2019
75% Not
Applicable
Not Applicable
The date which falls
Business
5
Days
following
the
applicable Interest
Valuation Date
16 December
2019
75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
16 March 2020 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
15 June 2020 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable
Interest
Valuation Date
14 September
2020
75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
following
the
applicable
Interest
Valuation Date
14 December
2020
75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
following
the
applicable
Interest
Valuation Date
15 March 2021 75% Not
Applicable
Not Applicable
The date which falls
5
Business
Days
following
the
applicable
Interest
Valuation Date
14 June 2021 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable
Interest
Valuation Date
14 September
2021
75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
the
following
applicable Interest
Valuation Date
14 December
2021
75% Not
Applicable
Not Applicable
The date which falls
5
Business
Days
following
the
applicable Interest
Valuation Date
14 March 2022 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable
Interest
Valuation Date
14 June 2022 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
14 September
2022
75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
following
the
applicable Interest
Valuation Date
14 December
2022
75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable
Interest
Valuation Date
14 March 2023 75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
following
the
applicable
Interest
Valuation Date
14 June 2023 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
14 September
2023
75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable
Interest
Valuation Date
14 December
2023
75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
following
the
applicable
Interest
Valuation Date
14 March 2024 75% Not
Applicable
Not Applicable
The date which falls
5
Business Days
following
the
applicable Interest
Valuation Date
14 June 2024 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
16 September
2024
75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
16 December
2024
75% Not
Applicable
Not Applicable
The date which falls
5 Business
Days
following
the
applicable Interest
Valuation Date
14 March 2025 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
16 June 2025 75% Not
Applicable
Not Applicable
The date which falls
Business
5.
Days
following
the
applicable Interest
Valuation Date
15 September
2025
75% Not
Applicable
Not Applicable
The date which falls
5
Business
Days
following
the
applicable
Interest
Valuation Date
15 December
2025
75% Not
Applicable
Not Applicable
The date which falls
5
Business
Days
following
the
applicable
Interest
Valuation Date
16 March 2026 75% Not
Applicable
Not Applicable
The date which falls
5.
Business
Days
following
the
applicable
Interest
Valuation Date
15 June 2026 75% Not
Applicable
Not Applicable
The date which falls
5
Business
Days
following
the
applicable
Interest
Valuation Date
14 September
2026
75% Not
Applicable
Not Applicable
(iv) Interest
Amount
Averaging:
Not Applicable
(v) Return
Threshold:
60 per cent. of the Initial Index Level
(vi) Digital
Return:
100 per cent.
(vii) Memory
Feature
Provisions:
Not Applicable
(viii) Gearing 1: Not Applicable
(f) Capital at Risk Redemption
Provisions
Phoenix Kick Out Notes without Not Applicable
(g) Upside Notes with Capital at
Risk Redemption Provisions
Not Applicable
(h) Risk Redemption Provisions Upside Notes without Capital at Not Applicable
(i) Geared Booster Notes with
Capital at Risk Redemption
Provisions
Not Applicable
(j) Lock-In Call Notes with Capital
at Risk Redemption Provisions
Not Applicable
(k) N Barrier (Income) Notes with
Capital at Risk Redemption
Provisions
Not Applicable
(1) Range Accrual (Income) Notes
with Capital at Risk
Redemption Provisions
Not Applicable
(m) Range Accrual Notes (Income)
without Capital at Risk:
Not applicable
(n) Reverse Convertible Notes with
Capital at Risk
Not Applicable
$\circ$ Double Bonus Notes with
Capital at Risk Redemption
Provisions
Not Applicable
(p) Bear Notes with Capital at Risk
Redemption Provisions
Not Applicable
(q) Bear Notes without Capital at
Risk Redemption Provisions
Not Applicable
(r) Dual Underlying Kick Out
Notes with Capital at Risk
Redemption Provisions
Not Applicable

$\bar{\gamma}$

(s) Dual Underlying Upside Notes
with Capital at Risk
Redemption Provisions
Not Applicable
(t) Out Performance Call Notes
with Capital at Risk
Redemption Provisions
Not Applicable
(u) Out Performance Call Notes
without Capital at Risk
Redemption Provisions
Not Applicable

Additional Provisions

$(a)$ Underlying:

Index Index
Sponsor
Exchange Weighting
FTSE®
100
FTSE
International
Limited
London
Stock
Exchange
plc
Not
Applicable
S&P 500® Standard
&
Poors
York
New
Stock
Exchange
Not
Applicable

Averaging Dates Market Not Applicable $(b)$ Disruption:

  • Additional $(c)$ Disruption Hedging Disruption and Increased Cost of Hedging Events:
  • Business Day: A day on which commercial banks and foreign $(d)$ 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 $(e)$ closing level of the Index.
  • Strike Date: $(f)$ 14 September 2018
  • Initial Index Level: $(g)$ The Level on the Strike Date
  • Initial Averaging: $(h)$ Not Applicable
  • Automatic $(i)$ Early Applicable. Worst of provisions apply in relation to Redemption: any determination of whether an Automatic Early Redemption Event has occurred.
Automatic
Early
Redemption
Valuation
Date
Automatic
Early
Redemption
Date
Automatic
Early
Redemption
Amount
Automatic
Early
Redemption
Threshold
14
September
2020
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
of
cent.
Initial Index
Level
14
December
2020
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
of
cent.
Initial Index
Level
15 March
2021
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
14 June
2021
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
οf
Issue Price
105
per
cent.
of
Initial Index
Level
14
September
2021
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
14
December
2021
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
Early
Redemption
Valuation
Date
14 March
2022
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
14 June
2022
date
The
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
cent.
of
Initial Index
Level
14
September
2022
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
14
December
2022
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
14 March
2023
The
date
which falls 5
Business
Days
100
per
cent.
οf
Issue Price
105
per
cent.
of
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
Initial Index
Level
$14 \overline{\text{June}}$
2023
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
of
cent.
Initial Index
Level
14
September
2023
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
of
cent.
Initial Index
Level
14
December
2023
The
date
which falls 5
Business
Davs
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
cent.
of
Initial Index
Level.
14 March
2024
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
cent.
of
Initial Index
Level
14 June
2024
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
οf
Issue Price
105
per
оf
cent.
Initial Index
Level
16
September
2024
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
of
cent.
Initial Index
Level
16
December
2024
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
of
cent.
Initial Index
Level
14 March
2025
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
16 June
2025
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial Index
Level
15
September
2025
Early
Redemption
Valuation
Date
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
of
cent.
Initial Index
Level
15
December
2025
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
of
cent.
Issue Price
105
per
cent.
of
Initial Index
Level
16 March
2026
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
of
cent.
Initial Index
Level
15 June
2026
The
date
which falls 5
Business
Days
following
the
applicable
Automatic
Early
Redemption
Valuation
Date
100
per
cent.
of
Issue Price
105
per
cent.
of
Initial 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.
Worst of provisions apply in relation to the
determination of the Final Index Level.
Final Redemption
(i)
Valuation Date:
14 September 2026
(n) Final Averaging: Not Applicable
(o) Downside
Final
Index
Level:
Not Applicable
(p) Downside
Final
Averaging:
Not Applicable

ANNEX 2

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

Statements regarding the Reference Entity: 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® 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.

"FTSETM" and "Footsie®" are trade marks 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 S&P® 500 Index: Applicable

NEITHER S&P, ITS AFFILIATES NOR THEIR THIRD PARTY LICENSORS GUARANTEE THE ADEQUACY, 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 Investec 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 Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the mention of "Not Applicable".

Section A - Introduction and Warnings
A.1 Introduction: This summary must be read as an introduction to this Base Prospectus in relation to the Notes
and any decision to invest in the Notes should be based on a consideration of this Base
Prospectus, including the documents incorporated by reference herein, and this summary, as
a whole.
Where a claim relating to the information contained in this Base Prospectus is brought before
a court in a Member State of the European Economic Area, the claimant may, under the
national legislation of the Member State, be required to bear the costs of translating the Base
Prospectus before the legal proceedings are initiated.
Civil liability attaches only to those persons who have tabled the summary including any
translation thereof, but only if the summary is misleading, inaccurate or inconsistent when
read together with the other parts of this Base Prospectus or it does not provide, when read
together with the other parts of this Base Prospectus, key information in order to aid Investors
when considering whether to invest in the Notes.
A.2 Consent: The Issuer gives its express consent, either as a "general consent" or as a "specific consent" as described
below, to the use of the prospectus by a financial intermediary that satisfies the Conditions applicable to
the "general consent" or "specific consent", and accepts the responsibility for the content of the Base
Prospectus, with respect to the subsequent resale or final placement of securities by any such financial
intermediary to retail investors in the United Kingdom, Jersey, Guernsey and the Isle of Man (the "Public
Offer Jurisdictions") in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus (any such offer being a "Public Offer").
General consent: Subject to the "Common conditions to consent" set out below, the Issuer hereby grants
its consent to the use of this Base Prospectus in connection with a Public Offer of any Tranche of Notes
by any financial intermediary in the Public Offer Jurisdictions in which it is authorised to make such
offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation
implementing Directive 2004/39/EC (the "Markets in Financial Instruments Directive") and
publishes on its website the following statement (with the information in square brackets being
completed with the relevant information):
"We, [insert legal name of financial intermediary], refer to the base prospectus (the "Base
Prospectus") relating to notes issued under the £2,000,000,000 Impala Bonds Programme
(the "Notes") by Investec Bank plc (the "Issuer"). We agree to use the Base Prospectus in
connection with the offer of the Notes in the United Kingdom, Jersey, Guernsey and the Isle
of Man in accordance with the consent of the Issuer in the Base Prospectus and subject to the
conditions to such consent specified in the Base Prospectus as being the "Common conditions
to consent"."
Specific consent: In addition, subject to the conditions set out below under "Common conditions to
consent", the Issuer consents to the use of this Base Prospectus in connection with a Public Offer (as
defined below) of any Tranche of Notes by any financial intermediary who is named in the applicable
Final Terms as being allowed to use this Base Prospectus in connection with the relevant Public Offer.
Any new information with respect to any financial intermediary or intermediaries unknown at the time
of the approval of this Base prospectus or after the filing of the applicable Final Terms will be published
on the Issuer's website (www.investecstructuredproducts.com).
Common conditions to consent: The conditions to the Issuer's consent are that such consent (a) is only
valid in respect of the relevant Tranche of Notes; (b) is only valid during the Offer Period specified in
the applicable Final Terms; and (c) only extends to the use of this Base Prospectus to make Public Offers
of the relevant Tranche of Notes in the Public Offer Jurisdictions (the "Public Offer Jurisdictions")
specified in the applicable Final Terms.
Accordingly, investors are advised to check both the website of any financial intermediary using this
Base Prospectus and the website of the Issuer (www.investecstructuredproducts.com) to ascertain
whether or not such financial intermediary has the consent of the Issuer to use this Base Prospectus.
An investor intending to acquire or acquiring any Notes from an offeror other than the Issuer will do so,
and offers and sales of such Notes to an investor by such offeror will be made, in accordance with any
terms and conditions and other arrangements in place between such offeror and such investor including
as to price, allocations, expenses and settlement arrangements.
In the event of an offer of Notes being made by a financial intermediary, the financial intermediary will
provide to investors the terms and conditions of the offer at the time the offer is made.
Section B - Issuer
B.1 Legal
and
commercial
name of
the
Issuer:
The legal name of the issuer is Invested Bank plc (the "Issuer").
$\overline{B.2}$ Domicile
and
legal form of the
Issuer:
The Issuer is a public limited company registered in England and Wales under registration
number 00489604. The liability of its members is limited.
The Issuer was incorporated as a private limited company with limited liability on 20
December 1950 under the Companies Act 1948 and registered in England and Wales under
registered number 00489604 with the name Edward Bates & Sons Limited. Since then it has
undergone changes of name, eventually re-registering under the Companies Act 1985 on 23
January 2009 as a public limited company and is now incorporated under the name Investec
Bank plc.
The Issuer is subject to primary and secondary legislation relating to financial services and
banking regulation in the United Kingdom, including, inter alia, the Financial Services and
Markets Act 2000, for the purposes of which the Issuer is an authorised person carrying on
the business of financial services provision. In addition, as a public limited company, the
Issuer is subject to the UK Companies Act 2006.
B.4b Trends: The Issuer, in its audited consolidated financial statements for the year ended 31 March 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)
136,347 161,057
Earnings attributable to ordinary shareholders (£'000)
Costs to income ratio
97,841
76.8%
117,793
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)
Net core loans and advances (£'000)
20,097,225 18,381,414
Customer accounts (deposits) (£'000) 9,663,172
11,969,625
8,598,639
Cash and near cash balances (£'000) 5,598,418 11,289,177
Funds under management (£'000) 37,276,000 4,852,710
Capital adequacy ratio 16.5% 35,900,000
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
within
entities
The Issuer's immediate parent undertaking is Investee 1 Limited. The Issuer's ultimate
parent undertaking and controlling party is Investec plc.
the Group: The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts
part of its business through its subsidiaries and is accordingly dependent upon those members
of the Group. The Issuer is not dependent on Invested plc.
B.15 The
Issuer's
The principal business of the Issuer consists of Wealth & Investment and Specialist Banking.
Principal
Activities:
The Issuer is an international, specialist banking group and asset manager whose principal
business involves provision of a diverse range of financial services and products to a select
client base in the United Kingdom and Europe and Australia/Asia and certain other countries.
As part of its business, the Issuer provides investment management services to private
clients, charities, intermediaries, pension schemes and trusts as well as specialist banking
services focusing on corporate advisory and investment activities, corporate and institutional
banking activities and private banking activities.
B.16 Controlling
Persons:
The whole of the issued share capital of the Issuer is owned directly by Investee 1 Limited,
the ultimate parent undertaking and controlling party of which is Investec 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 692, 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 issued in uncertificated registered form.
Uncertificated Registered Notes will be held in uncertificated form in accordance with the
Uncertificated Securities Regulations 2001, including any modification or re-enactment
thereof for the time being in force (the "Regulations"). The Uncertificated Registered Notes
will be participating securities for the purposes of the Regulations. Title to the Uncertificated
Registered Notes will be recorded on the relevant Operator register of corporate securities
(as defined in the Regulations) and the relevant "Operator" (as such term is used in the
Regulations) is CRESTCo. Limited ("CRESTCo") or any additional or alternative operator
from time to time approved by the Issuer and the CREST Registrar and in accordance with
the Regulations. Notes in definitive registered form will not be issued either upon issue or
in exchange for Uncertificated Registered Notes.
ISIN Code:
GB00BF8S4M03
Common Code:
BF8S4M0
Sedol:
Not applicable
C.2 Currency of the
Securities
Issue:
Currency: Subject to any applicable legal or regulatory restrictions, the Notes may be issued
in any currency (the "Specified Currency").
The Specified Currency of the Notes is GBP.
C.5 Free
Transferability:
The Notes are freely transferable. However, applicable securities laws in certain jurisdictions
impose restrictions on the offer and sale of the Notes and accordingly the Issuer and the
dealers have agreed restrictions on the offer, sale and delivery of the Notes in the United
States, the European Economic Area, Isle of Man, South Africa, Switzerland, Guernsey and
Jersey, and such other restrictions as may be required in connection with the offering and
sale of a particular Tranche of Notes in order to comply with relevant securities laws.
C.8 The
Rights
Attaching to the
Securities,
including
Ranking
and
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 are advised to carefully evaluate the Issuer's credit
risk when considering an investment in such Notes. If the Issuer became unable to pay
amounts owed to the investor under the unsecured Notes, such investor does not have
recourse to the underlying or any other security/collateral and, in a worst case scenario,
investors may not receive any payments under the Notes. The Notes are unsecured
obligations. They are not deposits and they are not protected under the UK's Financial
Services Compensation Scheme or any deposit protection insurance scheme.
Denomination: The Notes will be issued in denominations of GBP1.00.
Taxation: All payments in respect of the Notes will be made without deduction for or on
account of withholding taxes imposed by the United Kingdom unless such withholding or
deduction is required by law. In the event that any such deduction is made, the Issuer will
not be required to pay any additional amounts in respect of such withholding or deduction.
Governing Law: English law
C.9 The
Rights
Attaching to the
Securities
(Continued),
Including
Information as
to
Interest,
Maturity, Yield
and
the
Representative
of the Holders:
Redemption of the Notes: The Notes cannot be redeemed prior to their stated maturity
(other than in specified instalments or upon the occurrence of an automatic early termination
event, if applicable, or for taxation reasons or an event of default).
Interest: The Notes are interest-bearing.
Index Linked Notes - Underlying Linked Interest:
The Notes pay an amount of interest linked to an underlying asset (as described in C.10
(Derivative Components relating to the coupon).
Payments of Principal: Payments of principal in respect of Notes will be calculated by
reference to an underlying asset (as further described in C.15 (Type of the underlying) (the
"Underlying").
Noteholder Representative: Deutsche Trustee Company Limited (the "Trustee") has
entered into a trust deed with the Issuer in connection with the Programme, under which it
C.10 Derivative
Components
relating to the
coupon:
has agreed to act as trustee for the Noteholders.
The Underlying-linked interest payments on the Phoenix Kick out Notes with Capital at Risk
will depend on the performance of the "Underlying" (as further described in C.15 (Type of
the underlying)).
An "Interest Amount" of 1.925 per cent. will become payable in respect of each specified
period at the end of which the level of the worst performing index in the basket comprising
the Underlying is greater than a specified percentage of the initial level of such index (the
"Interest Amount Level"). The Interest Amount in respect of each specified period is
determined independently and paid to the investor on the related interest payment date.
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
оf
underlying
instruments:
The return on the Notes is linked to the performance of an underlying instrument (being the
basket of indices specified below (the "Underlying")). The value of the Underlying is used
to calculate the redemption price of the Notes and accordingly affects the return (if any) on
the Notes:
Underlying:
Index Weighting
FTSE® 100 Not applicable
S&P 500® Not Applicable

Automatic Early Redemption

If on one of the dates specified below (the "Automatic Early Redemption Valuation Date") the performance of the worst performing index in the basket comprising the Underlying is greater than the threshold level, price or value specified (the "Automatic Early Redemption Threshold"), the Notes will be redeemed at the amount specified below (the "Automatic Early Redemption Amount") on a date prior to maturity (the "Automatic Early Redemption Date "):

Automatic
Early
Redemption
Valuation
Date
Automatic Early
Redemption
Date
Automatic Early
Redemption Amount
Automatic Early
Redemption
Threshold
14 September
2020
The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 December
2020
The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
15 March
2021
The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 June 2021 The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 September
2021
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 December
2021
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 March
2022
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 June 2022 The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 September
2022
The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 December
2022
The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 March
2023
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Index
Level
14 June 2023 The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
14 September
2023
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
14 December
2023
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
14 March
2024
The date which
falls 5 Business
Days following
applicable
the
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
14 June 2024 The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
16 September
2024
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
16 December
2024
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
100 per cent. of Issue
Price
105 per cent. of
Initial
Level
Index
14 March
2025
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
100 per cent. of Issue
Price
Initial
Level
105 per cent. of
Index
Redemption
Valuation Date
16 June 2025 The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
Price 100 per cent. of Issue 105 per cent. of
Initial
Index
Level
15 September
2025
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
Price 100 per cent. of Issue 105 per cent. of
Initial
Index
Level
15 December
2025
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
Price 100 per cent. of Issue 105 per cent. of
Initial
Index
Level
16 March
2026
The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
Price 100 per cent. of Issue 105 per cent. of
Initial
Index
Level
15 June 2026 The date which
falls 5 Business
Days following
the
applicable
Automatic Early
Redemption
Valuation Date
Price 100 per cent. of Issue 105 per cent. of
Initial
Index
Level
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
C.16 Expiration
or
maturity date:
The Maturity Date of the Notes is 14 September 2026.
C.17 Settlement
procedure:
The Notes will be cash-settled.
C.18 Return
on
securities:
to the Underlying. Series 692 are Phoenix Kick Out Notes with Capital at Risk, the return on which are linked
Capital at Risk
The Notes have capital at risk.
Interest Amounts payable on the Notes
The Notes may pay an amount of interest linked to the Underlying (as described in C.10
(Derivative Components relating to the coupon).
Redemption Amount payable on the Notes:
The Notes are Index Linked Notes, the redemption amount in respect of which is linked to
the worst performing index in the basket comprising the Underlying.
The calculations which are required to be made to calculate the amounts payable in relation
to each type of Note will be based on the level, price or value (as applicable) of the relevant
Underlying at certain specified times, where the "level" is in respect of an index, a basket of
indices, or an inflation index, "price" is in respect of a share (or ETF share) or "value" is in
respect of a basket of shares (or ETF shares).
Redemption provisions in respect of Phoenix Kick Out Notes with Capital at Risk:
Automatic Early Redemption
The Notes may mature early (kick out) on a certain date or dates specified in the Final Terms,
depending on the level of the worst performing index in the basket comprising the
Underlying on specified valuation dates, as further described in C.15 (Effect of value of
underlying instruments).
If the Notes kick out early an investor will receive the relevant Automatic Early Redemption
Amount, as further described in C.15 (Effect of value of underlying instruments).
Final Redemption Amount
If there has been no kick out, the return on the Notes at maturity will be based on the final
level of the Underlying, as described in C.19 (Exercise price or final reference price of the
underlying)). In certain circumstance this may result in the investor receiving an amount less
than their initial investment.
Scenario A - Digital Return
If at maturity the final level of the worst performing index in the basket comprising the
Underlying (the "Final Level") is greater than or equal to a specified percentage of the initial
level of such index (the "Initial Level"), an investor will receive a cash amount equal to their
initial investment multiplied by a "Digital Return", being 100 per cent.
Scenario $B$ – Return of Initial Investment
Not applicable as no "Barrier Condition" has been specified in relation to the Notes.
Scenario $C$ – Loss of Investment
If at maturity the Final Level is less than a specified percentage of the Initial Level, an
investor will receive a cash amount equal to their initial investment reduced by a percentage
linked to any decline in performance between the Initial Level and the Final Level.
C.19 Exercise
price
final
or
reference price
The determination of the performance of the Underlying and the redemption price will be
carried out by the Calculation Agent, being Investec Bank plc.
of
the
underlying:
The Initial Level will be the level of the indices in the basket comprising the Underlying as
at the Valuation Time on the Strike Date.
The level of the Underlying used to determine whether an automatic early redemption event
has occurred will be the level of the worst performing index in the basket comprising the
Underlying as at the Valuation Time on the relevant automatic early redemption valuation
date.
The Final Level will be the level of the worst performing index in the basket comprising the
Underlying as at the Valuation Time on the final redemption valuation date.
C.20 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. 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 692 are Phoenix Kick Out Notes with Capital at Risk, the return on which are linked
to the worst performing of the indices comprising the Underlying.
The following are the key risks applicable to the Notes:
Capital at Risk: Phoenix Kick Out Notes with Capital at Risk are not capital protected.
The value of the Notes issuable under the Programme prior to maturity depends on a number
of factors including the performance of the worst performing index in the basket comprising
the applicable Underlying. A deterioration in the performance of the worst performing index
in the basket comprising the Underlying may result in a total or partial loss of the investor's
investment in the Notes.
As such Notes are not capital protected, there is no guarantee that the return on such a Note
will be greater than or equal to the amount invested in the Notes initially or that an investor's
initial investment will be returned. As a result of the performance of the relevant Underlying,
an investor may lose all of their initial investment.
Unlike an investor investing in a savings account or similar investment, where an investor
may typically expect to receive a low return but suffer little or no loss of their initial
investment, an investor investing in Notes which are not capital protected may expect to
potentially receive a higher return but may also expect to potentially suffer a total or partial
loss of their initial investment.
Unsecured Notes: Investors investing in unsecured Notes (including unsecured Notes which
are specified in the applicable Final Terms as Notes "without Capital at Risk") are advised to
carefully evaluate the Issuer's credit risk when considering an investment in such Notes. If
the Issuer became unable to pay amounts owed to the investor under the unsecured Notes,
such investor does not have recourse to the underlying or any other security/collateral and, in
a worst case scenario, investors may not receive any payments under the Notes.
Investment Products: The Notes are not deposits and they are not protected under the UK's
Financial Services Compensation Scheme or any deposit protection insurance scheme.
Return linked to performance of the relevant Underlying: The return on the Notes is
calculated by reference to the performance of the worst performing index in the basket
comprising the Underlying. Poor performance of the relevant index could result in investors,
at best, forgoing returns that could have been made had they invested in a different product
or, at worst, losing some or all of their initial investment.
Downside risk: Since the Notes are not capital protected or only a portion of the capital may
be protected, if at maturity the level of the worst performing index in the basket comprising
the Underlying is less than a specified level, investors may lose their right to return of all their
principal or all of the portion of the principal that is not protected at maturity and may suffer
a reduction of their capital in proportion (or a proportion multiplied by a leverage factor) with
the decline of the level or price of the worst performing index, in which case investors would
be fully exposed (or, in the case of a Note where only a portion of the capital is protected, the
portion of capital not protected would be fully exposed) to any downside of the worst
performing index during such specified period.
Interest linked to Underlying: The return interest payable on Phoenix Kick Out Notes with
Capital at Risk is dependent on the level of the worst performing index in the basket
comprising the Underlying at the end of the interest period. Noteholders will be exposed to
the risk of a prolonged increase or decline in, or volatility of, the relevant Underlying that
causes a negative performance in the Underlying on certain specified dates, which could
result in a decrease in the interest payments on the Notes or no interest being payable in
relation to the Notes.
Tax: Noteholders will be liable for and/or subject to any taxes, including withholding tax,
payable in respect of the Notes.
Section E-Offer
E.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 Notes will be offered to retail investors in the United Kingdom, Jersey and the Isle of Man
and Guernsey.
the Offer: (i)
Offer Price. The offer price for the Notes is the Issue Price.
(ii)
Offer Period: The offer period for the Notes will commence on 3 August 2018 and end
on 6 September 2018.
(iii)
Conditions to which the offer is subject: The Notes will be available only through an
investment in the Dual Index Income Plan September 2018 (the "Plan"), details of
which are available from financial advisers.
(v)
Description of possibility to reduce subscriptions and manner for refunding excess
amount paid by applicants: Invested Bank plc as plan manager (the "Plan Manager")
in relation to the Plan may accept duly completed applications subject to the Terms and
Conditions set out in the brochure relating to the Plan (the "Plan Brochure"). The Plan
Manager reserves the right to reject an application for any reason, in which case the
subscription monies will be returned. Further details of the cancellation rights and the
application process are set out in the Plan Brochure.
(v i )
Details of the minimum and/or maximum amount of application: The application
must be for a minimum of GBP3,000.00 subject to a maximum of GBP1,000,000.00.
(vii)
Details of the method and time limits for paying up and delivering the Notes:
Cheques for the full amount of the investor's subscription must be received no later than
6 September 2018 (or 16 August 2018 in respect of ISA transfers).
(viii)
Manner in and date on which results of the offer are to be made public: The final
size will be known (at the end of the Offer Period). A copy of the Final Terms will be
filed with the Financial Conduct Authority in the UK (the "FCA"). On or before the
Issue Date, a notice pursuant to UK Prospectus Rule 2.3.2(2) of the final aggregate
principal amount of the Notes will be (i) filed with the FCA and (ii) published in
accordance with the method of publication set out in Prospectus Rule 3.2.4(2).
(ix)
Procedure for exercise of any right of pre-emption, negotiability of subscription
rights and treatment of subscription rights not exercised: Not Applicable.
(x)
Process for notification to applicants of the amount allotted and the indication
whether dealing may begin before notification is made: At the end of the Offer
Period, the Plan Manager will proceed to notify the prospective Noteholders as to the
amount of their allotment of the Notes.
$(x_i)$
Amount of any expenses and taxes specifically charged to the subscriber or
purchaser: None.
(xii)
Name(s) and address(es), to the extent known to the Issuer, of the placers in the
various countries where the offer takes place: Investec Bank plc, 30 Gresham Street,
London, EC2V 7QP.
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.