Exhibit 1.2

Execution version

Pricing Agreement

June 20, 2023

Barclays Capital Inc.

As representative of the several Underwriters

named in Schedule I (the “Representative”)

Ladies and Gentlemen:

Barclays PLC (the “Company”) proposes to issue $1,500,000,000 aggregate principal amount of 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034 (the “notes”). Each of the Underwriters hereby undertakes to purchase at the subscription price set forth in Schedule II hereto, the amount of notes set forth opposite the name of such Underwriter in Schedule I hereto, such payment to be made at the Time of Delivery set forth in Schedule II hereto. The obligations of the Underwriters hereunder are several but not joint.

Each of the provisions of the Underwriting Agreement—Standard Provisions, dated March 3, 2021 (the “Underwriting Agreement”), is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Prospectus and also a representation and warranty as of the date of this Agreement in relation to the Prospectus as amended or supplemented relating to the notes. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representative designated to act on behalf of each of the Underwriters of the Designated Securities pursuant to Section 14 of the Underwriting Agreement and the address referred to in such Section 14 is set forth in Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission.

The Applicable Time for purposes of this Pricing Agreement is 3:20 p.m. New York time on June 20, 2023. The “free writing prospectus” as defined in Rule 405 under the Securities Act for which each party hereto has received consent to use in accordance with Section 7 of the Underwriting Agreement is listed in Schedule III hereto and is attached as Exhibit A hereto.

Singapore Securities and Futures Act Product Classification

Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the “SFA”), the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

If the foregoing is in accordance with your understanding, please sign and return to us the counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters on the one hand and the Company on the other.

[Signature Page Follows]

 

Accepted as of the date hereof at New York, New York

On behalf of itself and each of the other Underwriters

BARCLAYS CAPITAL INC.

/s/ Thomas Boone

Name: Thomas Boone Title: Director

 

[Signature Page to Pricing Agreement]

SCHEDULE I

 

Underwriters		Principal Amount of the notes
Barclays Capital Inc.		$	954,375,000
BBVA Securities Inc.		$	28,125,000
CIBC World Markets Corp.		$	28,125,000
ING Financial Markets LLC		$	28,125,000
Intesa Sanpaolo S.p.A.		$	28,125,000
Lloyds Securities Inc.		$	28,125,000
Natixis Securities Americas LLC		$	28,125,000
Nomura Securities International, Inc.		$	28,125,000
Nordea Bank Abp		$	28,125,000
RBC Capital Markets, LLC		$	28,125,000
RB International Markets (USA) LLC		$	28,125,000
Santander US Capital Markets LLC		$	28,125,000
SMBC Nikko Securities America, Inc.		$	28,125,000
TD Securities (USA) LLC		$	28,125,000
Bancroft Capital, LLC		$	11,250,000
Bankinter SA		$	11,250,000
Capital One Securities, Inc.		$	11,250,000
CastleOak Securities, L.P.		$	11,250,000
Citizens Capital Markets, Inc.		$	11,250,000
C.L. King & Associates, Inc.		$	11,250,000
DBS Bank Ltd.		$	11,250,000
DZ Financial Markets LLC		$	11,250,000
Falcon Square Capital LLC		$	11,250,000
Multi-Bank Securities, Inc.		$	11,250,000
nabSecurities, LLC		$	11,250,000
PNC Capital Markets LLC		$	11,250,000
Rabo Securities USA, Inc.		$	11,250,000
SG Americas Securities, LLC		$	11,250,000
Truist Securities, Inc.		$	11,250,000
U.S. Bancorp Investments, Inc.		$	11,250,000
Total		$	1,500,000,000

SCHEDULE II

Title of Designated Securities:

$1,500,000,000 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034

Price to Public:

100.000% of principal amount

Subscription Price by Underwriters:

99.550% of principal amount

Form of Designated Securities:

The notes will be represented by one or more global notes registered in the name of Cede & Co., as nominee of The Depository Trust Company issued pursuant to the Dated Subordinated Debt Securities Indenture dated May 9, 2017 (as heretofore amended and supplemented) between Barclays PLC and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as amended and supplemented by the Fifth Supplemental Indenture to be dated on or about June 27, 2023, among Barclays PLC, the Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Dated Subordinated Debt Security Registrar.

Securities Exchange, if any:

The New York Stock Exchange

Maturity Date:

The stated maturity of the principal of the notes will be June 27, 2034 (the “Maturity Date”).

Interest Rate:

From (and including) the Issue Date to (but excluding) June 27, 2033 (the “Par Redemption Date”) (the “Fixed Rate Period”), the notes will bear interest at a rate of 7.119% per annum.

From (and including) the Par Redemption Date to (but excluding) the Maturity Date (the “Floating Rate Period”), the applicable per annum interest rate will be equal to the Benchmark (as defined in the Preliminary Prospectus Supplement, such term subject to the provisions described under “Description of Subordinated Notes” in the Preliminary Prospectus Supplement) as determined on the applicable Interest Determination Date (as defined in the Preliminary Prospectus Supplement), plus the Margin (as defined in the Preliminary Prospectus Supplement).

Fixed Rate Period Interest Payment Dates:

During the Fixed Rate Period, interest will be payable semi-annually in arrear on June 27 and December 27 in each year, commencing on December 27, 2023.

Floating Rate Period Interest Payment Dates:

During the Floating Rate Period, interest will be payable quarterly in arrear on September 27, 2033, December 27, 2033, March 27, 2034 and the Maturity Date.

Day Count:

30/360, Following, Unadjusted, for the Fixed Rate Period.

Actual/360, Modified Following, Adjusted, for the Floating Rate Period.

Regular Record Dates:

The close of business on the Business Day immediately preceding each Interest Payment Date (or, if the notes are held in definitive form, the close of business on the 15th Business Day preceding each Interest Payment Date).

Sinking Fund Provisions:

No sinking fund provisions.

Optional Redemption:

The notes are redeemable as described under “Description of Subordinated Notes—Redemption Provisions—Optional Redemption” in the Preliminary Prospectus Supplement, as supplemented by the final term sheet dated June 20, 2023 for the notes.

Tax Redemption:

The notes are redeemable as described under “Description of Subordinated Notes—Redemption Provisions—Tax Redemption” in the Preliminary Prospectus Supplement.

Regulatory Event Redemption:

The notes are redeemable as described under “Description of Subordinated Notes—Redemption Provisions—Regulatory Event Redemption” in the Preliminary Prospectus Supplement.

Time of Delivery:

June 27, 2023 by 9:30 a.m. New York time.

Specified Funds for Payment of Subscription Price of Designated Securities:

By wire transfer to a bank account specified by the Company in same day funds.

Value Added Tax:

(a) If the Company is obliged to pay any sum to the Underwriters under this Agreement and any value added tax (“VAT”) is properly charged on such amount, the Company shall pay to the Underwriters an amount equal to such VAT on receipt of a valid VAT invoice;

(b) If the Company is obliged to pay a sum to the Underwriters under this Agreement for any fee, cost, charge or expense properly incurred under or in connection with this Agreement (the “Relevant Cost”) and no VAT is payable by the Company in respect of the Relevant Cost under paragraph (a) above, the Company shall pay to the Underwriters an amount which:

(i) if for VAT purposes the Relevant Cost is consideration for a supply of goods or services made to the Underwriters, is equal to any input VAT incurred by the Underwriters on that supply of goods and services, but only if and to the extent that the Underwriters are unable to recover such input VAT from HM Revenue & Customs (whether by repayment or credit) provided, however, that the Underwriters shall reimburse the Company for any amount paid by the Company in respect of irrecoverable input VAT pursuant to this paragraph (i) if and to the extent such input VAT is subsequently recovered from HM Revenue & Customs (whether by repayment or credit);

(ii) if for VAT purposes the Relevant Cost is a disbursement properly incurred by the Underwriters under or in connection with this Agreement as agent on behalf of the Company, is equal to any VAT paid on the Relevant Cost by the Underwriters provided, however, that the Underwriters shall use best endeavors to procure that the actual supplier of the goods or services which the Underwriters received as agent issues a valid VAT invoice to the Company.

Closing Location:

Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom.

Name and address of Representative:

Designated Representative: Barclays Capital Inc.

Address for Notices:

Barclays Capital Inc.

745 Seventh Avenue

New York, NY 10019

Attn: Syndicate Registration

Selling Restrictions:

United Kingdom:

Each Underwriter represents, warrants and agrees with the Company that, in connection with the distribution of the notes, directly or indirectly, it: (1) has only communicated or caused to be communicated, and will only communicate or cause to be communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of the notes in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (2) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.

Prohibition of Sales to United Kingdom Retail Investors:

Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the United Kingdom. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

 

i.

a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or

 

ii.

a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA.

Prohibition of Sales to European Economic Area Retail Investors:

Each Underwriter represents, warrants and agrees with the Company that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any notes to any retail investor in the European Economic Area. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:

 

i.

a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or

 

ii.

a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

Canada:

Each Underwriter represents, warrants and agrees with the Company, with respect to sales of the notes in Canada, that, directly or indirectly, it shall sell the notes only to purchasers purchasing as principal that are both “accredited investors” as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) and “permitted clients” as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Hong Kong:

Each Underwriter represents, warrants and agrees that:

(i) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and

(ii) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made under the SFO.

Japan:

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the “FIEA”) and accordingly, each Underwriter represents and agrees that it has not offered or sold and undertakes that it will not offer or sell any notes directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, “resident of Japan” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

Singapore:

Each Underwriter acknowledges that the prospectus supplement, and the accompanying Base Prospectus, have not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Underwriter represents, warrants and agrees that it has not offered or sold any notes or caused the notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any notes or cause the notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, the prospectus supplement and the accompanying Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:

1. to an institutional investor or to a relevant person or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;

2. where no consideration is or will be given for the transfer;

3. where the transfer is by operation of law;

4. as specified in Section 276(7) of the SFA; or

5. as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Taiwan:

Each Underwriter represents, warrants and agrees with the Company that the notes have not been, and will not be, registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan, the Republic of China (“Taiwan”) and/or other regulatory authority of Taiwan pursuant to applicable securities laws and regulations and may not be sold, offered or otherwise made available within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Taiwan Securities and Exchange Act or relevant laws and regulations that requires a registration or filing with or the approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. Each Underwriter further represents, warrants and agrees with the Company that no person or entity in Taiwan is authorized to offer, sell or otherwise make available any notes or the provision of information relating to the prospectus supplement and the Base Prospectus.

Other Terms and Conditions:

As set forth in the prospectus supplement dated June 20, 2023 relating to the notes (the “Preliminary Prospectus Supplement”), incorporating the Prospectus dated March 1, 2021 relating to the notes (the “Base Prospectus”).

SCHEDULE III

Issuer Free Writing Prospectus:

Final Term Sheet, dated June 20, 2023, attached hereto as Exhibit A.

EXHIBIT A

Final Term Sheet for the $1,500,000,000 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034

				Free Writing Prospectus Filed pursuant to Rule 433 Registration Statement No. 333-253693

 

 

 

$1,500,000,000 7.119% FIXED-TO-FLOATING RATE SUBORDINATED CALLABLE NOTES DUE 2034

Barclays PLC

 

 

PRICING TERM SHEET

 

Issuer:		Barclays PLC (the “Issuer”)
Notes:		$1,500,000,000 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034 (the “Notes”)
Expected Issue Ratings1:		Baa1 (Moody’s) / BBB- (S&P) / BBB+ (Fitch)
Status:		Dated Subordinated Debt / Unsecured / Tier 2
Legal Format:		SEC registered
Principal Amount:		$1,500,000,000
Trade Date:		June 20, 2023
Settlement Date:		June 27, 2023 (T+5) (the “Issue Date”)
Maturity Date:		June 27, 2034 (the “Maturity Date”)
Fixed Rate Period Coupon:		From (and including) the Issue Date to (but excluding) the Par Redemption Date (as defined below) (the “Fixed Rate Period”), the Notes will bear interest at a rate of 7.119% per annum.
Floating Rate Period Coupon:		From (and including) the Par Redemption Date to (but excluding) the Maturity Date (the “Floating Rate Period”), the applicable per annum interest rate will be equal to the Benchmark (as defined below, such term subject to the provisions described under “Description of Subordinated Notes” in the Preliminary Prospectus Supplement) as determined on the applicable Interest Determination Date (as defined below), plus the Margin (as defined below) (the “Floating Interest Rate”). The Floating Interest Rate will be calculated quarterly on each Interest Determination Date.
		During the Floating Rate Period, each interest period on the Notes will begin on (and include) a Floating Rate Period Interest Payment Date (as defined below) and end on (but exclude) the next succeeding Floating Rate Period Interest Payment Date (each, a “Floating Rate Interest Period”); provided that the first Floating Rate Interest Period will begin on (and include) the Par Redemption Date and will end on (but exclude) the first Floating Rate Period Interest Payment Date.
Par Redemption Date:		June 27, 2033 (the “Par Redemption Date”)
Fixed Rate Period Interest Payment Dates:		During the Fixed Rate Period, interest will be payable semi-annually in arrear on June 27 and December 27 in each year, from (and including) December 27, 2023 up to (and including) the Par Redemption Date.

 

1	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Floating Rate Period Interest Payment Dates:		During the Floating Rate Period, interest will be payable quarterly in arrear on September 27, 2033, December 27, 2033, March 27, 2034 and the Maturity Date (each, a “Floating Rate Period Interest Payment Date”).
Interest Determination Dates:		The second USGS business day preceding the applicable Floating Rate Period Interest Payment Date (each, an “Interest Determination Date”).
Benchmark:		Compounded Daily SOFR (calculated as described under “Description of Subordinated Notes—Calculation of the Benchmark” in the Preliminary Prospectus Supplement), subject to the Benchmark Transition Provisions.
Day Count:		30/360, Following, Unadjusted, for the Fixed Rate Period. Actual/360, Modified Following, Adjusted, for the Floating Rate Period.
Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.
Preliminary Prospectus Supplement:		Preliminary Prospectus Supplement dated June 20, 2023 (the “Preliminary Prospectus Supplement,” incorporating the Prospectus dated March 1, 2021 relating to the Notes (the “Base Prospectus”)). If there is any discrepancy or contradiction between this Pricing Term Sheet and the Preliminary Prospectus Supplement, this Pricing Term Sheet shall prevail.
U.K. Bail-in Power Acknowledgement:		Yes. See the section entitled “Description of Subordinated Notes—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Preliminary Prospectus Supplement and the section entitled “Description of Debt Securities—Agreement with Respect to the Exercise of U.K. Bail-in Power” in the Base Prospectus.
Ranking:		The ranking of the Notes is described under “Description of Subordinated Notes—Ranking” in the Preliminary Prospectus Supplement.
Optional Redemption:		The Notes are redeemable as described under “Description of Subordinated Notes—Redemption Provisions—Optional Redemption” in the Preliminary Prospectus Supplement.
Tax Redemption:		The Notes are also redeemable as described under “Description of Subordinated Notes—Redemption Provisions—Tax Redemption” in the Preliminary Prospectus Supplement.
Regulatory Event Redemption:		The Notes are also redeemable as described under “Description of Subordinated Notes—Redemption Provisions—Regulatory Event Redemption” in the Preliminary Prospectus Supplement.
Margin:		357 bps (the “Margin”)
Benchmark Treasury:		UST 3.375% due May 15, 2033
Spread to Benchmark Treasury:		340 bps
Reoffer Yield:		7.119%
Issue Price:		100.000%
Underwriting Discount:		0.450%
Net Proceeds:		$1,493,250,000
Sole Bookrunner:		Barclays Capital Inc.
Senior Co-Managers:		BBVA Securities Inc., CIBC World Markets Corp., ING Financial Markets LLC, Intesa Sanpaolo S.p.A., Lloyds Securities Inc., Natixis Securities Americas LLC, Nomura Securities International, Inc., Nordea Bank Abp, RBC Capital Markets, LLC, RB International Markets (USA) LLC, Santander US Capital Markets LLC, SMBC Nikko Securities America, Inc., TD Securities (USA) LLC

Co-Managers:		Bancroft Capital, LLC, Bankinter SA, Capital One Securities, Inc., CastleOak Securities, L.P., Citizens Capital Markets, Inc., C.L. King & Associates, Inc., DBS Bank Ltd., DZ Financial Markets LLC, Falcon Square Capital LLC, Multi-Bank Securities, Inc., nabSecurities, LLC, PNC Capital Markets LLC, Rabo Securities USA, Inc., SG Americas Securities, LLC, Truist Securities, Inc., U.S. Bancorp Investments, Inc.
Risk Factors:		An investment in the Notes involves risks. See “Risk Factors” section beginning on page S-22 of the Preliminary Prospectus Supplement.
Denominations:		$200,000 and integral multiples of $1,000 in excess thereof.
ISIN/CUSIP:		US06738ECH62 / 06738E CH6
Legal Entity Identifier (“LEI”) Code:		213800LBQA1Y9L22JB70
Settlement:		The Depository Trust Company; Book-entry; Transferable
Documentation:		To be documented under the Issuer’s shelf registration statement on Form F-3 (No. 333-253693) and to be issued pursuant to the Dated Subordinated Debt Securities Indenture dated May 9, 2017 (as heretofore amended and supplemented), between the Issuer and The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), as amended and supplemented by the Fifth Supplemental Indenture, to be entered into on or about the Issue Date, between the Issuer, the Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as Dated Subordinated Debt Security Registrar.
Listing:		We will apply to list the Notes on the New York Stock Exchange.
Calculation Agent:		The Bank of New York Mellon, New York, or its successor appointed by the Issuer.
Governing Law:		New York law, except for the subordination provisions and the waiver of set-off provisions which will be governed by English law.
Definitions:		Unless otherwise defined herein, all capitalized terms have the meaning set forth in the Preliminary Prospectus Supplement.

The Issuer has filed a registration statement (including the Base Prospectus) and the Preliminary Prospectus Supplement with the U.S. Securities and Exchange Commission (“SEC”) for this offering. Before you invest, you should read the Base Prospectus and the Preliminary Prospectus Supplement for this offering in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by searching the SEC online database (EDGAR) at www.sec.gov. Alternatively, you may obtain a copy of the Base Prospectus and the Preliminary Prospectus Supplement from Barclays Capital Inc. by calling +1 888 603 5847.

It is expected that delivery of the Notes will be made for value on or about June 27, 2023, which will be the fifth (5th) business day in the United States following the date of pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, purchases or sales of Notes in the secondary market generally are required to settle within two (2) business days (T+2), unless the parties to any such transaction expressly agree otherwise. Accordingly, purchasers of the Notes who wish to trade the Notes on the date of the prospectus supplement or the next two (2) succeeding business days, will be required, because the Notes initially will settle within five (5) business days (T+5) in the United States, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade on the date of the prospectus supplement or the next two (2) succeeding business days should consult their own legal advisers.

No EEA or UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in the EEA or the United Kingdom.

This communication is being distributed to, and is directed only at, persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended, does not apply (such persons being referred to as “relevant persons”). Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investment activity (including, but not limited to, any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities) to which this communication relates will only be available to, and will only be engaged with, relevant persons.

Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the “SFA”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Securities are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

To the extent any underwriter that is not a U.S. registered broker-dealer intends to effect any offers or sales of any Notes in the United States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

Exhibit 4.4

Execution version

 

 

 

BARCLAYS PLC,

as Issuer,

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

as Trustee and Paying Agent

and

THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH,

as Dated Subordinated Debt Security Registrar

 

 

FIFTH SUPPLEMENTAL INDENTURE

Dated as of June 27, 2023

 

 

To the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017, between

Barclays PLC and The Bank of New York Mellon, London Branch, as Trustee

$1,500,000,000 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034

 

 

 

TABLE OF CONTENTS

 

				Page
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.01		Definitions			2
SECTION 1.02		Effect of Headings			7
SECTION 1.03		Separability Clause			8
SECTION 1.04		Benefits of Instrument			8
SECTION 1.05		Relation to Base Indenture			8
SECTION 1.06		Construction and Interpretation			8
ARTICLE II
7.119% FIXED-TO-FLOATING RATE SUBORDINATED CALLABLE NOTES DUE 2034
SECTION 2.01		Creation of Series; Establishment of Form			9
SECTION 2.02		Interest			10
SECTION 2.03		Payment of Principal, Interest and Other Amounts			10
SECTION 2.04		Optional Redemption			11
SECTION 2.05		Regulatory Event Redemption			11
SECTION 2.06		Notice of Redemption			11
SECTION 2.07		Additional Amounts and FATCA Withholding Tax			12
SECTION 2.08		Acknowledgement with respect to Treatment of EEA BRRD Liabilities			12
SECTION 2.09		Acknowledgement with Respect to Treatment of BRRD Liabilities			13
ARTICLE III
AMENDMENTS TO THE BASE INDENTURE
SECTION 3.01		Amendments to the Base Indenture			13
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01		Effectiveness			14
SECTION 4.02		Original Issue			14
SECTION 4.03		Ratification and Integral Part			15
SECTION 4.04		Priority			15
SECTION 4.05		Not Responsible for Recitals or Issuance of Securities			15
SECTION 4.06		Successors and Assigns			15
SECTION 4.07		Counterparts			15
SECTION 4.08		Governing Law			15
ANNEX I – Interest Terms of the Securities					I-1
EXHIBIT A – Form of Global Note					A-1

 

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FIFTH SUPPLEMENTAL INDENTURE, dated as of June 27, 2023 (the “Fifth Supplemental Indenture”), among BARCLAYS PLC, a public limited company registered in England and Wales (herein called the “Company”), having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”) and Paying Agent, having a Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, and THE BANK OF NEW YORK MELLON SA/NV, LUXEMBOURG BRANCH, as Dated Subordinated Debt Security Registrar, having an office at 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453, Luxembourg, to the DATED SUBORDINATED DEBT SECURITIES INDENTURE, dated as of May 9, 2017, between the Company and the Trustee, as heretofore amended and supplemented (the “Base Indenture” and, together with this Fifth Supplemental Indenture, the “Indenture”).

RECITALS OF THE COMPANY

WHEREAS, the Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of its Dated Subordinated Debt Securities in one or more series;

WHEREAS, Section 9.01 of the Base Indenture permits supplements thereto without the consent of Holders of Dated Subordinated Debt Securities to establish the form or terms of Dated Subordinated Debt Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture and to add to, change or eliminate any of the provisions of the Base Indenture with respect to Dated Subordinated Debt Securities issued on or after the date hereof;

WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a new series of Dated Subordinated Debt Securities, to be known as the Company’s “7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034” (the “Securities”) under the Indenture;

WHEREAS, the Company and the Trustee desire to amend Section 1.15, Section 5.04(d), and Section 13.01(d) of the Base Indenture with respect to Dated Subordinated Debt Securities issued on or after the date hereof; and

WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of this Fifth Supplemental Indenture;

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company, the Trustee and the Dated Subordinated Debt Security Registrar mutually agree as follows with regard to the Securities:

 

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ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01 Definitions. Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Fifth Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture.

The following terms used in this Fifth Supplemental Indenture have the following respective meanings with respect to the Securities only:

“2018 Order” means the U.K. Banks and Building Societies (Priorities on Insolvency) Order 2018, as may be amended or replaced from time to time.

“Bail-in Legislation” has the meaning set forth in Section 2.08 hereof.

“Base Indenture” has the meaning set forth in the first paragraph of this Fifth Supplemental Indenture.

“Benchmark” has the meaning set forth in Annex I of this Fifth Supplemental Indenture.

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company or its designee (in consultation with the Company) as of the Benchmark Replacement Date:

(1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;

(2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and

(3) the sum of: (a) the alternate rate of interest that has been selected by the Company or its designee (in consultation with the Company) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then- current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.

“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company or the Company’s designee (in consultation with the Company) as of the Benchmark Replacement Date:

(1) the spread adjustment (which may be a positive or negative value or zero) that has been (i) selected or recommended by the Relevant Governmental Body or (ii) determined by the Company or the Company’s designee (in consultation with the Company) in accordance with the method for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement; (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

 

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(3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its designee (in consultation with the Company) giving due consideration to industry-accepted spread adjustments (if any), or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time.

“Benchmark Replacement Conforming Changes” has the meaning set forth in Annex I of this Fifth Supplemental Indenture.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

(2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark;

(2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or

(3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative.

 

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“BRRD” has the meaning set forth in Section 2.08 hereof.

“BRRD Party” has the meaning set forth in Section 2.08 hereof.

“Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.

“Calculation Agent” means The Bank of New York Mellon, New York, or its successor appointed by the Company.

“Capital Regulations” means, at any time, the laws, regulations, requirements, standards, guidelines and policies relating to capital adequacy and/or minimum requirement for own funds and eligible liabilities and/or loss absorbing capacity for credit institutions of either (i) the PRA and/or (ii) any other national or European authority, in each case then in effect in the United Kingdom (or in such other jurisdiction in which the Company may be organized or domiciled) and applicable to the Group including, U.K. CRD.

“Company” has the meaning set forth in the first paragraph of this Fifth Supplemental Indenture, and includes any successor entity.

“Compounded Daily SOFR” has the meaning set forth in Annex I of this Fifth Supplemental Indenture.

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the then-current Benchmark.

“designee” means an affiliate or any other agent of the Company.

“DTC” means The Depository Trust Company, or any successor clearing system.

“EEA Bail-in Power” has the meaning set forth in Section 2.08 hereof.

“EEA BRRD Liability” has the meaning set forth in Section 2.08 hereof.

“EU Bail-in Legislation Schedule” has the meaning set forth in Section 2.08 hereof.

“EU CRD” means: (i) Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before IP completion day; and (ii) Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended before IP completion day.

“Fifth Supplemental Indenture” has the meaning set forth in the first paragraph of this Fifth Supplemental Indenture.

 

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“Fixed Rate Period Interest Payment Date” has the meaning set forth in Annex I of this Fifth Supplemental Indenture.

“Floating Rate Period Interest Payment Date” has the meaning set forth in Annex I of this Fifth Supplemental Indenture.

“Indenture” has the meaning set forth in the first paragraph of this Fifth Supplemental Indenture.

“Interest Determination Date” means the second USGS Business Day (as defined below) preceding the applicable Floating Rate Period Interest Payment Date.

“Interest Payment Date” means any of the Fixed Rate Period Interest Payment Dates or the Floating Rate Period Interest Payment Dates, as applicable.

“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto.

“ISDA Definitions” means the 2006 ISDA Definitions published by ISDA as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

“IP completion day” has the meaning given in the U.K. European Union (Withdrawal Agreement) Act 2020.

“Issue Date” has the meaning set forth in Section 2.01(f) hereof.

“Junior Obligations” means the obligations of the Company (as issuer or borrower, as the case may be) in respect of the 5.875% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 7.750% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 8% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (issued in 2019), the 7.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 6.375% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 6.125% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 4.375% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 8.875% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 8.3% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, the 8% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities (issued in 2022), the 9.250% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities and the 7.300% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities, for the time being outstanding and any other obligations of the Company which rank or are expressed to rank pari passu with any of such obligations.

 

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“NY Federal Reserve’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org (or any successor website).

“Par Redemption Date” means June 27, 2033.

“Parity Obligations” means the obligations of the Company (as issuer or borrower, as the case may be) in respect of the 4.375% Fixed Rate Subordinated Notes due 2024, the 5.20% Fixed Rate Subordinated Notes due 2026, the 4.836% Fixed Rate Subordinated Callable Notes due 2028, the Singapore dollar-denominated 3.750% Fixed Rate Resetting Subordinated Callable Notes due 2030, the 5.088% Fixed-to-Floating Rate Subordinated Notes due 2030, the sterling-denominated 3.750% Fixed Rate Resetting Subordinated Callable Notes due 2030, the 1.125% Fixed Rate Resetting Subordinated Callable Notes due 2031, the 8.407% Fixed Rate Resetting Subordinated Callable Notes due 2032, the 3.564% Fixed Rate Resetting Subordinated Callable Notes due 2035 and the 3.811% Fixed Rate Resetting Subordinated Callable Notes due 2042 of the Company for the time being outstanding and any other obligations of the Company which rank or are expressed to rank pari passu with any of such obligations.

“Reference Time” means (1) if the Benchmark is Compounded Daily SOFR, for each USGS Business Day, 3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (2) if the Benchmark is not Compounded Daily SOFR, the time determined by the Company or its designee (in consultation with the Company) in accordance with the Benchmark Replacement Conforming Changes.

“Regular Record Date” means the close of business on the Business Day immediately preceding each Interest Payment Date (or, if the Securities are held in definitive form, the close of business on the 15th Business Day preceding each Interest Payment Date).

“Relevant EEA Resolution Authority” has the meaning set forth in Section 2.08 hereof.

“Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of New York (“NY Federal Reserve”), or a committee officially endorsed or convened by the Federal Reserve and/or the NY Federal Reserve or any successor thereto.

“secondary non-preferential debts” shall have the meaning given to it in the 2018 Order and any other law or regulation applicable to the Company which is amended by the 2018 Order, as each may be amended or replaced from time to time.

“Securities” has the meaning set forth in the Recitals to this Fifth Supplemental Indenture.

 

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“Senior Creditors” means creditors of the Company: (i) who are unsubordinated creditors; (ii) who are subordinated creditors (whether in the event of a winding-up or administration of the Company or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the holders of the Securities or (y) those whose claims are in respect of Parity Obligations or Junior Obligations; or (iii) who are creditors in respect of any secondary non-preferential debts.

“Stated Maturity” has the meaning set forth in Section 2.01(g) hereof.

“Tier 2 Capital” means Tier 2 Capital for the purposes of the Capital Regulations;

“Trustee” has the meaning set forth in the first paragraph of this Fifth Supplemental Indenture, and includes any successor entity.

“U.K. CRD” means the legislative package consisting of:

(i) the U.K. CRD Regulation;

(ii) the law of the United Kingdom or any part of it (as amended or replaced in accordance with domestic law from time to time), which immediately before IP completion day implemented Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC and its implementing measures, such Directive as amended before IP completion day; and

(iii) direct EU legislation (as defined in the Withdrawal Act), which immediately before IP completion day implemented EU CRD as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act and as the same may be amended or replaced in accordance with domestic law from time to time.

“U.K. CRD Regulation” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investments firms, as amended before IP completion day, as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act and as the same may be further amended or replaced in accordance with domestic law from time to time.

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“USGS Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

“Withdrawal Act” means the United Kingdom European Union (Withdrawal) Act 2018, as amended.

SECTION 1.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

 

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SECTION 1.03 Separability Clause. In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.04 Benefits of Instrument. Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

SECTION 1.05 Relation to Base Indenture. This Fifth Supplemental Indenture constitutes an integral part of the Base Indenture. Except for the provisions set out in Article III, all provisions of this Fifth Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Securities and the Trustee and any such provisions shall not be deemed to apply to any other Dated Subordinated Debt Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Securities. The provisions set out in Article III apply to Dated Subordinated Debt Securities authenticated, delivered and issued on or after the date of this Fifth Supplemental Indenture.

SECTION 1.06 Construction and Interpretation. Unless the context otherwise requires:

(a) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Fifth Supplemental Indenture, refer to this Fifth Supplemental Indenture as a whole and not to any particular provision of this Fifth Supplemental Indenture;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c) the terms “U.S. dollars” and “$” refer to the lawful currency for the time being of the United States;

(d) references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Fifth Supplemental Indenture;

(e) wherever the words “include”, “includes” or “including” are used in this Fifth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”

(f) references to a Person are also to its successors and permitted assigns; and

(g) the use of “or” is not intended to be exclusive unless expressly indicated otherwise.

 

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ARTICLE II

7.119% FIXED-TO-FLOATING RATE SUBORDINATED CALLABLE NOTES DUE

2034

SECTION 2.01 Creation of Series; Establishment of Form.

(a) There is hereby established a new series of Dated Subordinated Debt Securities under the Base Indenture entitled the “7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034”.

(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited with DTC on the Issue Date. The Global Securities shall be registered in the name of Cede & Co. and executed and issued in substantially the form attached hereto as Exhibit A.

(c) The Company shall issue the Securities in an aggregate principal amount of $1,500,000,000. The Company may from time to time, without the consent of the Holders of the Securities, issue additional securities of such series having the same ranking and same interest rate, Stated Maturity, redemption terms and other terms as the Securities described in this Fifth Supplemental Indenture, except for the price to the public and Issue Date. Any such additional securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the applicable series of the Securities.

(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the book-entry system maintained by DTC.

(e) The Securities shall not have a sinking fund.

(f) The Securities shall be issued on June 27, 2023 (the “Issue Date”).

(g) The stated maturity of the principal of the Securities shall be June 27, 2034 (the “Stated Maturity”).

(h) The Securities shall be redeemable prior to their Stated Maturity in accordance with Section 11.09 of the Base Indenture and Sections 2.04 and 2.05 hereof.

(i) Section 11.09 of the Base Indenture shall apply to the Securities.

(j) The Securities shall be issued in minimum denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.

(k) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations and shall at all times rank pari passu without any preference among themselves. In the event of a winding-up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company (if any) which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.

 

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SECTION 2.02 Interest.

(a) The interest rate on the Securities shall be, or shall be determined, as set forth in Annex I hereto.

(b) The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name the relevant Security (or any Predecessor Dated Subordinated Security) is registered at the close of business on the Regular Record Date for such interest.

(c) By acquiring the Securities, each Holder and Beneficial Owner (i) acknowledges, accepts, consents and agrees to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder or Beneficial Owner, (ii) waives any and all claims, in law and/or in equity, against the Trustee, any paying agent and the Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) agrees that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes.

SECTION 2.03 Payment of Principal, Interest and Other Amounts.

(a) Payments of principal of and interest on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments on Securities represented by a Global Security shall be made through one or more Paying Agents appointed under the Base Indenture to DTC or its nominee, as the Holder or Holders of the Global Security. Initially, the Paying Agent for the Securities shall be The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom and the Place of Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is hereby designated for purposes of the Securities initially as the office or agency of the Trustee located at said address. The Dated Subordinated Debt Security Registrar shall initially be The Bank of New York Mellon SA/NV, Luxembourg Branch, 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453, Luxembourg (which location shall also be a Place of Payment for purposes of Section 3.05(a) of the Base

 

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Indenture). The Company at any time and from time to time may change the Paying Agent, the Dated Subordinated Debt Security Registrar or, subject to Section 9.01 of the Base Indenture, the Place of Payment, without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Dated Subordinated Debt Security Registrar.

(b) Payments of principal of and interest on the Securities represented by a Global Security shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, such Global Security is first surrendered to the Paying Agent. If a date of redemption or repayment or the Stated Maturity is not a Business Day, the Company may pay interest and principal and/or any amount payable upon redemption or repayment of the Securities on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the date of redemption or repayment or such Stated Maturity.

SECTION 2.04 Optional Redemption. Subject to Section 2.06 of this Fifth Supplemental Indenture and Sections 11.10 and 11.11 of the Base Indenture, the Company may, at the Company’s option, redeem the Securities then Outstanding, in whole but not in part, on the Par Redemption Date at a redemption price equal to 100% of their principal amount, together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption.

SECTION 2.05 Regulatory Event Redemption. Subject to Section 2.06 of this Fifth Supplemental Indenture and Sections 11.10 and 11.11 of the Base Indenture, the Company may, at the Company’s option, at any time, redeem the Securities, in whole but not in part, at a redemption price equal to 100% of their principal amount, together with accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption, if, on or after the Issue Date, there occurs a change in the regulatory classification of the Securities that results in, or would be likely to result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from or ceasing to count towards, the Group’s Tier 2 Capital.

SECTION 2.06 Notice of Redemption.

(a) Before the Company may redeem the Securities pursuant to Section 11.09 of the Base Indenture and/or pursuant to Sections 2.04 and 2.05 hereof, the Company shall deliver via DTC (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Dated Subordinated Debt Security Register) prior notice of not less than fifteen (15) days, nor more than sixty (60) days, to the Holders of the Securities. The Company shall deliver written notice of such redemption of the Securities to the Trustee at least five (5) Business Days prior to the date on which the relevant notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). Such notice shall specify the Company’s election to redeem the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in paragraph (b) of this Section 2.06.

(b) If the Company has delivered a notice of redemption pursuant to paragraph (a) of this Section 2.06, but prior to the payment of the redemption amount with respect to such redemption the Relevant U.K. Resolution Authority exercises its U.K. Bail-in Power with respect to the Securities, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable.

 

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(c) If the event specified in paragraph (b) of this Section 2.06 occurs, the Company shall promptly deliver notice to the Holders of the Securities via DTC (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the shown on the Dated Subordinated Debt Security Register) and to the Trustee directly, specifying the occurrence of the relevant event.

SECTION 2.07 Additional Amounts and FATCA Withholding Tax. The Company agrees, to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest on the Securities.

SECTION 2.08 Acknowledgement with respect to Treatment of EEA BRRD Liabilities. Notwithstanding and to the exclusion of any other term of the Base Indenture, this Fifth Supplemental Indenture or any other agreements, arrangements, or understanding between the BRRD Party, on the one hand, and the Company, on the other hand, the Company acknowledges and accepts that an EEA BRRD Liability arising under the Base Indenture and this Fifth Supplemental Indenture may be subject to the exercise of EEA Bail-in Powers by the Relevant EEA Resolution Authority, and acknowledges, accepts, and agrees to be bound by:

(a) the effect of the exercise of EEA Bail-in Powers by the Relevant EEA Resolution Authority in relation to any EEA BRRD Liability that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the EEA BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the EEA BRRD Liability into shares, other securities or other obligations of the BRRD Party or another person, and the issue to or conferral on the Company of such shares, securities or obligations;

(iii) the cancellation of the EEA BRRD Liability; or

(iv) the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due including by suspending payment for a temporary period.

(b) the variation of the terms of the Base Indenture or this Fifth Supplemental Indenture, as deemed necessary by the Relevant EEA Resolution Authority, to give effect to the exercise of EEA Bail-in Powers by the Relevant EEA Resolution Authority in respect of the BRRD Party.

For these purposes:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.

 

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“BRRD” means the EU Directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms of May 15, 2014, as amended or replaced from time to time (including as amended by Directive (EU) 2019/879 of the European Parliament and of the Council of May 20, 2019).

“BRRD Party” means The Bank of New York Mellon SA/NV, Luxembourg Branch, solely and exclusively in its role as Dated Subordinated Debt Security Registrar under the Base Indenture and this Fifth Supplemental Indenture. For the avoidance of doubt, The Bank of New York Mellon, London Branch, as Trustee and Paying Agent and in any other capacity under the Base Indenture or this Fifth Supplemental Indenture is not a BRRD Party under the Base Indenture or this Fifth Supplemental Indenture.

“EEA Bail-in Power” means any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.

“EEA BRRD Liability” means a liability of the BRRD Party to the Company under the Base Indenture or this Fifth Supplemental Indenture, if any, in respect of which the EEA Bail-in Power may be exercised.

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com.

“Relevant EEA Resolution Authority” means the resolution authority with the ability to exercise any EEA Bail-in Powers in relation to the BRRD Party.

SECTION 2.09 Acknowledgement with Respect to Treatment of BRRD Liabilities. Any references to the “Trustee” in Section 13.02 of the Base Indenture shall be deemed to refer to the Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch.

ARTICLE III

AMENDMENTS TO THE BASE INDENTURE

SECTION 3.01 Amendments to the Base Indenture.

(a) Section 1.15 of the Base Indenture is hereby amended and restated in its entirety to read as follows:

“Section 1.15 Calculation Agent. If the Company appoints a Calculation Agent pursuant to Section 3.01 with respect to any series of Dated Subordinated Debt Securities, any determination of the interest rate on, or other amounts in relation to, such series of Dated Subordinated Debt Securities in accordance with the terms of such series of Dated Subordinated Debt Securities by such Calculation Agent shall (in the absence of manifest error) be binding on the Company, the Trustee, all Holders and all holders of Coupons and (in the absence of manifest error) no liability to the Holders or holders of Coupons shall attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions. None of the Company, the Calculation Agent, the Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor.”

 

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(b) Section 5.04(d) of the Base Indenture is hereby amended and restated in its entirety to read as follows:

“(d) Subject to applicable law and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, no Holder or Beneficial Owner may exercise, claim or plead any right of set-off, compensation, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Dated Subordinated Debt Securities and this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto and each Holder and Beneficial Owner shall, by virtue of its holding of any Dated Subordinated Debt Security, be deemed to have waived all such rights of set-off, compensation, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder or Beneficial Owner of the Dated Subordinated Debt Securities by the Company in respect of, or arising under, the Dated Subordinated Debt Securities or this Dated Subordinated Debt Securities Indenture or any supplemental indenture hereto are discharged by set-off, compensation, retention or netting, such Holder or Beneficial Owner shall, subject to applicable law and except as otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt Securities, immediately pay to the Company an amount equal to the amount of such discharge (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Dated Subordinated Debt Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, retention and netting.”

(a) Section 13.01(d) of the Base Indenture is hereby amended and restated in its entirety to read as follows:

“(d) Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to a particular series of Dated Subordinated Debt Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-in Power for purposes of notifying Holders and Beneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering any notice referred to in this paragraph shall not affect the validity and enforceability of the U.K. Bail-in Power.”

ARTICLE IV

MISCELLANEOUS PROVISIONS

SECTION 4.01 Effectiveness. This Fifth Supplemental Indenture shall become effective upon its execution and delivery.

SECTION 4.02 Original Issue. The Securities may, upon execution of this Fifth Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Securities as in such Company Order provided.

 

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SECTION 4.03 Ratification and Integral Part. The Base Indenture as supplemented and amended by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Fifth Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.

SECTION 4.04 Priority. This Fifth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Fifth Supplemental Indenture shall, with respect to the Securities and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

SECTION 4.05 Not Responsible for Recitals or Issuance of Securities. The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any authenticating agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture or of the Securities, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Fifth Supplemental Indenture. Neither the Trustee nor any authenticating agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof.

SECTION 4.06 Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Fifth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 4.07 Counterparts. This Fifth Supplemental Indenture may be executed manually, by facsimile or by electronic signature in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 4.08 Governing Law. This Fifth Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions set forth in Section 12.01 of the Base Indenture and in the Global Securities, and the waiver of set-off provisions set forth in Section 5.04(d) of the Base Indenture, as amended by this Fifth Supplemental Indenture, which shall be governed by and construed in accordance with English law.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.

 

[Signature Page to Fifth Supplemental Indenture]

ANNEX I

Interest Terms of the Securities

Interest Terms of the Securities

 

Fixed Interest Rate		From (and including) the Issue Date to (but excluding) the Par Redemption Date (such date falling one year prior to the Stated Maturity) (the “Fixed Rate Period”), the Securities will bear interest at a rate of 7.119% per annum (the “Fixed Interest Rate”).
Floating Interest Rate:		From (and including) the Par Redemption Date to (but excluding) the Stated Maturity (the “Floating Rate Period”), the Securities will bear interest at the applicable Floating Interest Rate (as defined below).   The Floating Interest Rate for any Floating Rate Interest Period (as defined below) will be equal to the Benchmark (as defined below), as determined on the Interest Determination Date, plus 3.57% per annum (the “Margin”) (the “Floating Interest Rate”). The Floating Interest Rate will be calculated quarterly on the Interest Determination Date occurring during the Floating Rate Period.
Floating Rate Interest Period:		During the Floating Rate Period, each interest period on the Securities will begin on (and include) a Floating Rate Period Interest Payment Date (as defined below) and end on (but exclude) the next succeeding Floating Rate Period Interest Payment Date (each, a “Floating Rate Interest Period”); provided that the first Floating Rate Interest Period will begin on (and include) the Par Redemption Date and will end on (but exclude) September 27, 2033.
Fixed Rate Period Interest Payment Dates:		During the Fixed Rate Period, interest on the Securities will accrue at the Fixed Interest Rate and will be payable semi-annually in arrear on June 27 and December 27 in each year, from (and including) December 27, 2023 up to (and including) the Par Redemption Date (each, a “Fixed Rate Period Interest Payment Date”); provided that if any Fixed Rate Period Interest Payment Date would fall on a day that is not a Business Day, the Company will pay interest on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date.
Floating Rate Period Interest Payment Dates:		During the Floating Rate Period, interest on the Securities will accrue at the applicable Floating Interest Rate and will be payable quarterly in arrear on September 27, 2033, December 27, 2033, March 27, 2034 and the Stated Maturity (each a “Floating Rate Period Interest Payment Date”); provided that if

 

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		any scheduled Floating Rate Period Interest Payment Date, other than the Stated Maturity, would fall on a day that is not a Business Day, such Floating Rate Period Interest Payment Date will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Floating Rate Period Interest Payment Date will be the immediately preceding Business Day.
Par Redemption Date		June 27, 2033 (the “Par Redemption Date”).
Calculation Agent:		The Bank of New York Mellon, New York, or its successor appointed by the Company.
Calculation of the Benchmark:		The “Benchmark” means, initially, Compounded Daily SOFR; provided that if a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.   “Compounded Daily SOFR” means, in relation to a Floating Rate Interest Period, the rate of return of a daily compound interest investment (with SOFR as reference rate for the calculation of interest) during the related Observation Period and will be calculated by the Calculation Agent on the related Interest Determination Date as follows:     Where:   “d” means, in relation to any Observation Period, the number of calendar days in such Observation Period;   “d0” means, in relation to any Observation Period, the number of USGS Business Days in such Observation Period;   “i” means, in relation to any Observation Period, a series of whole numbers from one to d0, each representing the relevant USGS Business Day in chronological order from (and including) the first USGS Business Day in such Observation Period;   “ni” means, in relation to any USGS Business Day “i” in the relevant Observation Period, the number of calendar days from (and including) such USGS Business Day “i” up to (but excluding) the following USGS Business Day;

 

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		“Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the date which is two USGS Business Days prior to the first day of such Floating Rate Interest Period to (but excluding) the date which is two USGS Business Days prior to the Interest Payment Date for such Floating Rate Interest Period; provided that the first Observation Period shall commence on (and include) the date which is two USGS Business Days prior to the Par Redemption Date;   “SOFR” means, in relation to any day, the rate determined by the Calculation Agent in accordance with the following provisions:   (1) the daily Secured Overnight Financing Rate for trades made on such day available at or around the Reference Time on the NY Federal Reserve’s Website;   (2) if the rate specified in (1) above is not available at or around the Reference Time for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY Federal Reserve’s Website;   “SOFRi” means, in relation to any USGS Business Day “i” in the relevant Observation Period, SOFR in respect of such USGS Business Day; and   “USGS Business Day” means any day except for a Saturday, Sunday or a day on which SIFMA recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.   Notwithstanding clauses (1) and (2) of the definition of “SOFR” above, if the Company or its designee (in consultation with the Company) determine on or prior to the relevant Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the “Benchmark Transition Provisions” set forth below will thereafter apply to all determinations of the rate of interest payable on the Securities during the Floating Rate Period.   In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest that will be payable on the Securities during each Floating Rate Interest Period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus the Margin.

 

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Benchmark Transition Provisions:		If the Company or its designee (in consultation with the Company) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Securities during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Company or its designee (in consultation with the Company) are unable to or do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date or if there is a Derecognition Risk (as defined below), the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period, or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Fixed Interest Rate.   In connection with the implementation of a Benchmark Replacement, the Company or its designee (in consultation with the Company) will have the right to make changes to: (1) any Interest Determination Date, Floating Rate Period Interest Payment Date, Reference Time, business day convention or Floating Rate Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Securities during the Floating Rate Period, and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors, and (5) any other terms or provisions of the Securities during the Floating Rate Period, in each case that the Company or its designee (in consultation with the Company) determine, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company or its designee (in consultation with the Company) decide that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company or its designee (in consultation with the Company) determine is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming Changes will apply to the Securities for all future Floating Rate Interest Periods.

 

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		The Company will promptly give notice of the determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Trustee, any paying agent, the Calculation Agent and Holders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination.   Any determination, decision or election relating to the Benchmark not made by the Calculation Agent will be made on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Company may designate an entity (which may be its affiliate) to make any determination, decision or election that the Company has the right to make in connection with the determination of the Benchmark.   Notwithstanding the foregoing, no Benchmark Replacement will be adopted if and to the extent that the Company determines, in its sole discretion, that such Benchmark Replacement prejudices, or could reasonably be expected to prejudice, after the application of the applicable Benchmark Replacement Adjustment, the Benchmark Replacement Conforming Changes and the further decisions and determinations as set out under this section, the then current capital or eligible liabilities qualification of the Securities, in each case for the purposes of and in accordance with the Capital Regulations (“Derecognition Risk”).
Day Count:		30/360, Following, Unadjusted, for the Fixed Rate Period.   Actual/360, Modified Following, Adjusted, for the Floating Rate Period.
Rounding:		All percentages resulting from any calculation in connection with any interest rate on the Securities shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (for example, 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all U.S. dollar amounts would be rounded to the nearest cent, with one-half cent being rounded upward.   The interest rate on the Securities during a Floating Rate Interest Period will in no event be higher than the maximum rate permitted by law or lower than 0% per annum.

 

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EXHIBIT A

Form of Global Note

THIS SECURITY IS A GLOBAL REGISTERED SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (OR ANY SUCCESSOR CLEARING SYSTEM) (“DTC”), TO BARCLAYS PLC, OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017 (as heretofore amended and supplemented, the “Base Indenture”), as supplemented and amended by the Fifth Supplemental Indenture, dated as of June 27, 2023 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The rights of the Holder and Beneficial Owners of this Security are, to the extent and in the manner set forth in Section 12.01 of the Base Indenture and in the subordination provisions of this Security, subordinated to the claims of other creditors of the Company, and this Security is issued subject to the provisions of that Section 12.01 and to the subordination provisions of this Security, and the Holder of this Security, by accepting the same, agrees to, and shall be bound by, such provisions. The provisions of Section 12.01 of the Base Indenture and the terms of this paragraph are governed by, and shall be construed in accordance with, English law.

Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Company and any Holder or Beneficial Owner of the Securities or the Trustee on behalf of the Holders, by acquiring the Securities, each Holder and Beneficial Owner of the Securities acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority (as those terms are defined in the Base Indenture) and the provisions set forth in Section 13.01 of the Base Indenture, as amended by the Fifth Supplemental Indenture.

 

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In accordance with Article 14 of the Base Indenture, each Holder and Beneficial Owner of the Securities that acquires the Securities in the secondary market shall be deemed to acknowledge, agree to be bound by, and consent to, the same provisions set forth in the Securities and the Indenture to the same extent as the Holders and Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by, and consent to, the terms of the Securities, including in relation to the provisions contained in Section 5.03, Section 5.04(d), Section 12.01 and Section 13.01 of the Indenture.

 

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7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034

 

No. 00[•]		$[•]

CUSIP NO. 06738E CH6

ISIN NO. US06738ECH62

COMMON CODE NO. 264367107

BARCLAYS PLC, a company duly incorporated and existing under the laws of England and Wales (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[•] ([•]) on June 27, 2034 (the “Maturity Date”), except as otherwise provided herein, and to pay interest thereon, in accordance with the terms hereof. Interest shall accrue on this Security from June 27, 2023 (the “Issue Date”) or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal hereof is paid or made available for payment. From (and including) the Issue Date to (but excluding) June 27, 2033 (the “Par Redemption Date”) (the “Fixed Rate Period”), the Securities will bear interest at a rate of 7.119% per annum (the “Fixed Interest Rate”). During the Fixed Rate Period, interest will be payable semi-annually in arrear on June 27 and December 27 in each year, commencing on December 27, 2023 (each a “Fixed Rate Period Interest Payment Date”). From (and including) the Par Redemption Date to (but excluding) the Maturity Date (the “Floating Rate Period”), interest will accrue on the Securities at a floating rate equal to the Benchmark (as defined below and such term being subject to the provisions of Annex I to the Fifth Supplemental Indenture) as determined on the Interest Determination Date, plus 3.57% per annum (the “Margin”). During the Floating Rate Period, interest will be payable quarterly in arrear on September 27, 2033, December 27, 2033, March 27, 2034, and the Maturity Date (each a “Floating Rate Period Interest Payment Date” and together with the Fixed Rate Period Interest Payment Dates, each an “Interest Payment Date”).

The “Benchmark” means, initially, Compounded Daily SOFR; provided that if a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement.

“Compounded Daily SOFR” means, in relation to a Floating Rate Interest Period, the rate of return of a daily compound interest investment (with SOFR as reference rate for the calculation of interest) during the related Observation Period and will be calculated by the Calculation Agent on the related Interest Determination Date as follows:

 

Where:

“d” means, in relation to any Observation Period, the number of calendar days in such Observation Period;

“d0” means, in relation to any Observation Period, the number of USGS Business Days in such Observation Period; “i” means, in relation to any Observation Period, a series of whole numbers from one to d0, each representing the relevant USGS Business Day in chronological order from (and including) the first USGS Business Day in such Observation Period;

 

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“ni” means, in relation to any USGS Business Day “i” in the relevant Observation Period, the number of calendar days from (and including) such USGS Business Day “i” up to (but excluding) the following USGS Business Day;

“Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the date which is two USGS Business Days prior to the first day of such Floating Rate Interest Period to (but excluding) the date which is two USGS Business Days prior to the Interest Payment Date for such Floating Rate Interest Period; provided that the first Observation Period shall commence on (and include) the date which is two USGS Business Days prior to the Par Redemption Date;

“SOFR” means, in relation to any day, the rate determined by the Calculation Agent in accordance with the following provisions:

(1) the daily Secured Overnight Financing Rate for trades made on such day, available at or around the Reference Time on the NY Federal Reserve’s Website;

(2) if the rate specified in (1) above is not available at or around the Reference Time for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY Federal Reserve’s Website;

“SOFRi” means, in relation to any USGS Business Day “i” in the relevant Observation Period, SOFR in respect of such USGS Business Day; and

“USGS Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Notwithstanding clauses (1) and (2) of the definition of “SOFR” above, if the Company or its designee (in consultation with the Company) determines on or prior to the relevant Interest Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the “Benchmark Transition Provisions” set forth in Annex I to the Fifth Supplemental Indenture will thereafter apply to all determinations of the rate of interest payable on the Securities during the Floating Rate Period.

In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event and related Benchmark Replacement Date have occurred, the amount of interest that will be payable on the Securities during each Floating Rate Interest Period will be determined by reference to a rate per annum equal to the Benchmark Replacement plus the Margin, provided that, if the Company or its designee (in consultation with the Company) are unable to or do not timely determine a Benchmark Replacement in accordance with the Benchmark Transition Provisions or if there is a Derecognition Risk, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period, or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Fixed Interest Rate.

 

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By its acquisition of the Securities, each Holder and Beneficial Owner (i) will acknowledge, accept, consent and agree to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder and Beneficial Owner, (ii) will waive any and all claims, in law and/or in equity, against the Trustee, any paying agent and the Calculation Agent or the Company’s designee for, agree not to initiate a suit against the Trustee, any paying agent and the Calculation Agent or the Company’s designee in respect of, and agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) will agree that none of the Trustee, any paying agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes.

Subject to the limitations specified on the reverse of this Security, interest on the Securities shall be computed and payable in arrear on the basis of a 360-day year of twelve 30-day months during the Fixed Rate Period and on the basis of the actual number of days in each Floating Rate Interest Period and a 360-day year during the Floating Rate Period.

The Calculation Agent, initially the Bank of New York Mellon, New York (the “Calculation Agent”), will determine the Benchmark in any circumstance where the Calculation Agent is so required under the terms of the Securities and the Indenture, in accordance with the provisions set forth in Annex I to the Fifth Supplemental Indenture.

All calculations made by the Calculation Agent for the purposes of calculating the interest rate on the Securities shall be conclusive and binding on the Holders of the Securities, the Company and the Trustee, absent manifest error. None of the Company, the Calculation Agent, the Trustee or any paying agent shall be responsible for determining whether manifest error has occurred or any liability therefor.

If any scheduled Fixed Rate Period Interest Payment Date would fall on a day that is not a Business Day (as defined below), the Company will pay interest on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date.

 

 

A-5

If any scheduled Floating Rate Period Interest Payment Date, other than the applicable Maturity Date, would fall on a day that is not a Business Day, such Floating Rate Period Interest Payment Date will be postponed to the next succeeding Business Day, except that if that Business Day falls in the next succeeding calendar month, the Floating Rate Period Interest Payment Date will be the immediately preceding Business Day.

If the Maturity Date or a date of redemption or repayment is not a Business Day, the payment of interest and principal and/or any amount payable upon redemption or repayment of the Securities will be made on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or date of redemption or repayment. If the Securities are redeemed, unless the Company defaults on payment of the Redemption Price, interest will cease to accrue on the Redemption Date on the Securities called for redemption. A “Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law, regulation or executive order to close in London, England or in the City of New York, United States.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name the relevant Security (or any Predecessor Dated Subordinated Security) is registered at the close of business on the Regular Record Date for such interest.

No repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority, unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the Company.

Upon the exercise of the U.K. Bail-in Power by the Relevant U.K. Resolution Authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the U.K. Bail-in Power for purposes of notifying holders of such occurrence. The Company shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering any notice referred to in this paragraph shall not affect the validity and enforceability of the U.K. Bail-in Power.

Payments of principal of and interest, if any, on the Securities shall be made in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts and such payments shall be made through one or more Paying Agents appointed under the Indenture to the Holder or Holders of this Security. Initially, the Paying Agent for the Securities shall be The Bank of New York Mellon, London Branch, 160 Queen Victoria Street, London EC4V 4LA, United Kingdom and the Place of Payment in respect of the Securities shall be the Corporate Trust Office of the Trustee, which as of the date hereof is hereby designated for purposes of the Securities initially as the office or agency of the Trustee located at said address. Initially, the Dated Subordinated Debt Security Registrar for the Securities shall be The Bank of New York Mellon SA/NV, Luxembourg Branch, 2-4 Rue Eugene Ruppert, Vertigo Building – Polaris, Luxembourg, 2453, Luxembourg (which location shall also be a Place of Payment for purposes of Section 3.05(a) of the Base Indenture). The Company at any time and from time to time may change the Paying Agent or, subject to Section 9.01 of the Base Indenture, the Place of Payment, and the Dated Subordinated Debt Security Registrar without prior notice to the Holders of the Securities, and in such an event the Company may act as Paying Agent or Dated Subordinated Debt Security Registrar. Payments of principal of and interest on the Securities shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent.

 

A-6

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture and the waiver of set-off provisions referred to herein and set forth in Section 5.04(d) of the Base Indenture, as amended by the Fifth Supplemental Indenture, which shall be governed by and construed in accordance with English law.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

All terms used in this Security which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture, as defined herein.

THIS SECURITY IS NOT A DEPOSIT LIABILITY OF BARCLAYS PLC AND IS NOT COVERED BY THE U.K. FINANCIAL SERVICES COMPENSATION SCHEME OR INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION, THE CANADA DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OF THE UNITED STATES, THE UNITED KINGDOM, CANADA, OR ANY OTHER JURISDICTION.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual, facsimile or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

 

A-7

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

 

Date: June 27, 2023				BARCLAYS PLC
				By:
						Name:
						Title:
				By:
						Name:
						Title:

Trustee’s Certificate of Authentication

This is one of the Securities of the series designated herein referred to in the Indenture.

 

Date: June 27, 2023				THE BANK OF NEW YORK MELLON, as Trustee
				By:
						Authorized Signatory

[Signature Page to Global Note No [•]]

 

A-8

(Reverse of Security)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Dated Subordinated Debt Securities Indenture, dated as of May 9, 2017 (as heretofore amended and supplemented, the “Base Indenture”), between the Company and The Bank of New York Mellon, London Branch, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Base Indenture), as supplemented and amended by the Fifth Supplemental Indenture, dated as of June 27, 2023 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the Indenture shall control for purposes of this Security.

This Security is one of the series designated on the face hereof, limited to an aggregate principal amount of $1,500,000,000, which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” mean the series designated on the face hereof.

The provisions set forth in Section 10.04 of the Base Indenture are applicable to this Security. In addition, the Company agrees, to the extent the Company has actual knowledge of such information, to provide the Paying Agent with sufficient information about any modification to the terms of the Securities for the purposes of determining whether FATCA Withholding Tax applies to any payment of principal or interest on the Securities.

Subject to the limitations specified below, the Company may, at the Company’s option, redeem the Securities then Outstanding, in whole but not in part, on the Par Redemption Date at a redemption price equal to 100% of their principal amount, together with any accrued but unpaid interest, if any, on the principal amount of the Securities to be redeemed to (but excluding) the date fixed for redemption.

Subject to the limitations specified below, the Company may also, at any time, at the Company’s option, redeem the Securities, in whole but not in part, pursuant to Section 11.09 of the Base Indenture and/or Section 2.05 of the Fifth Supplemental Indenture.

Before the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption, the Company shall deliver prior notice of not less than fifteen (15) days, nor more than sixty (60) days to the Holders of the Securities pursuant to Section 2.06 of the Fifth Supplemental Indenture.

Notwithstanding any other provision of this Security or the Fifth Supplemental Indenture, the Company may redeem the Securities at the Company’s option only subject to the limitations specified in Section 11.10 of the Base Indenture.

Subject to Section 11.12 of the Base Indenture, the Company or any member of the Group may purchase or otherwise acquire any of the Outstanding Securities at any price in the open market or otherwise in accordance with the Capital Regulations, and subject to the prior consent of the PRA and/or the Relevant U.K. Resolution Authority (in either case, if such consent is then required by the Capital Regulations).

 

A-9

The Securities shall constitute the Company’s direct, unsecured and subordinated obligations, ranking pari passu without any preference among themselves. In the event of a winding up or administration of the Company, the claims of the Trustee (on behalf of the Holders of the Securities but not the rights and claims of the Trustee in its personal capacity under the Indenture) and the Holders of the Securities against the Company, in respect of such Securities (including any damages or other amounts (if payable)) shall: (i) be subordinated to the claims of all Senior Creditors; (ii) rank at least pari passu with the claims in respect of Parity Obligations and with the claims of all other subordinated creditors of the Company which in each case by law rank, or by their terms are expressed to rank, pari passu with the Securities; and (iii) rank senior to the Company’s ordinary shares, preference shares and any junior subordinated obligations (including Junior Obligations) or other securities which in each case either by law rank, or by their terms are expressed to rank, junior to the Securities.

“Senior Creditors” means creditors of the Company: (i) who are unsubordinated creditors; (ii) who are subordinated creditors (whether in the event of a winding-up or administration of the Company or otherwise) other than (x) those whose claims by law rank, or by their terms are expressed to rank, pari passu with or junior to the claims of the Holders of the Securities or (y) those whose claims are in respect of Parity Obligations or Junior Obligations; or (iii) who are creditors in respect of any secondary non-preferential debts. “secondary non-preferential debts” shall have the meaning given to it in the 2018 Order (as defined below) and any other law or regulation applicable to the Company which is amended by the 2018 Order, as each may be amended or replaced from time to time. “2018 Order” means the U.K. Banks and Building Societies (Priorities on Insolvency) Order 2018, as may be amended or replaced from time to time.

The Securities are subject to the waiver of set off provisions set forth in Section 5.04(d) of the Base Indenture, as amended by the Fifth Supplemental Indenture.

All authority conferred or agreed to be conferred by each Holder and Beneficial Owner pursuant to this Security, including the consents given by such Holder and Beneficial Owner, shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder and Beneficial Owner.

This Security is subject to the provisions regarding the U.K. Bail-in Power Acknowledgement set forth in Section 13.01 of the Base Indenture, as amended by the Fifth Supplemental Indenture.

The Securities are subject to provisions set forth in Article 5 of the Base Indenture, including the provisions regarding enforcement events and remedies set forth in Sections 5.01, 5.02 and 5.03 of the Base Indenture. The Securities will also be subject to the limitation of remedies set forth in Section 5.04 of the Base Indenture.

If a Winding-Up Event (as defined in Section 5.01(a) of the Base Indenture) occurs, the outstanding principal amount of this Security, together with any accrued but unpaid interest thereon, shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other Person.

 

A-10

If a Non-Payment Event (as defined in Section 5.02 of the Base Indenture) occurs, the Trustee may, at its discretion, and without further notice to the Company, institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company and/or prove in a winding-up of the Company and/or claim in a liquidation or administration of the Company.

Subject to applicable law, no Holder of Securities may exercise, claim or plead any right of set-off, compensation, retention or netting in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such rights of set-off, compensation, retention and netting. Notwithstanding the foregoing, if any amounts due and payable to any Holder of this Security by the Company in respect of, or arising under, this Security are discharged by set-off, compensation, retention or netting, such Holder shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, in the event of its winding-up or administration, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off, compensation, retention and netting.

Notwithstanding the limitations on remedies specified in this Security and under Article 5 of the Base Indenture, (1) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial Owners of the Securities under the provisions of the Indenture, and (2) nothing shall impair the right of a Holder or Beneficial Owner of the Securities under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid with respect to the Securities; provided that, in the case of (1) and (2) above, any payments in respect of, or arising from, the Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Securities, shall be subject to the subordination provisions set forth in Section 12.01 of the Base Indenture and in this Security. Subject to the provisions of the Trust Indenture Act, no Holder shall be entitled to proceed directly against the Company except as set forth in Section 5.08 of the Base Indenture.

The Indenture permits, with certain exceptions and subject to certain conditions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture as contemplated by Article 9 of the Base Indenture.

This Security, and any other Securities of this series and of like tenor, are issuable only in registered form without coupons in initial denominations of $200,000 and increments of $1,000 thereafter. The denominations cannot be changed without the consent of the Trustee. The provisions on registration, transfer and exchange of the Securities set forth in Section 3.05 of the Base Indenture are applicable to the Securities.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

 

A-11

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions referred to herein and set forth in Section 12.01 of the Base Indenture, and the waiver of set-off provisions referenced herein and set forth in Section 5.04(d) of the Base Indenture, as amended by the Fifth Supplemental Indenture, which are governed by, and construed in accordance with, English law.

 

A-12

Exhibit 5.1

 

D: +44 20 7614 2230

dgottlieb@cgsh.com

June 27, 2023

Barclays PLC

1 Churchill Place

London E14 5HP

Ladies and Gentlemen:

We have acted as special U.S. counsel to Barclays PLC, a public limited company incorporated under the law of England and Wales (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-253693) of $1,500,000,000 7.119% Fixed-to-Floating Rate Subordinated Callable Notes due 2034 (the “Securities”), to be issued under an indenture dated as of May 9, 2017 (as heretofore amended and supplemented, the “Base Indenture”), between the Company and The Bank of New York Mellon, London Branch, as trustee and paying agent (the “Trustee”), as supplemented and amended by a fifth supplemental indenture dated as of June 27, 2023 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and The Bank of New York Mellon SA/NV, Luxembourg Branch, as dated subordinated debt security registrar. Such registration statement, as amended as of its most recent effective date (June 20, 2023), insofar as it relates to the Securities (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), including the documents incorporated by reference therein but excluding Exhibits 25.1, 25.2 and 25.3, is herein called the “Registration Statement.”

In arriving at the opinion expressed below, we have reviewed the following documents:

 

(a)

the Registration Statement;

 

(b)

an executed copy of the Base Indenture;

 

(c)

an executed copy of the Fifth Supplemental Indenture; and

 

(d)

copies of the Securities in global registered form (the “Global Securities”) as executed by the Company and authenticated by the Trustee.

 

Barclays PLC, Page 2

 

In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Securities are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture; provided that we express no opinion as to the validity, binding effect or enforceability of the waiver of set-off provisions set forth in Section 5.04(d) of the Base Indenture, as amended by the Fifth Supplemental Indenture, or the subordination provisions set forth in Section 12.01 of the Base Indenture, and the corresponding provisions in the Global Securities, which provisions are governed by English law.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Securities where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist.

The foregoing opinion is limited to the federal law of the United States of America and the law of the State of New York. With respect to matters governed by English law, we have relied on the opinion of Clifford Chance LLP dated June 27, 2023, as English counsel to the Company, which has been filed as Exhibit 5.2 to the Company’s Form 6-K dated June 27, 2023.

Barclays PLC, Page 3

 

We hereby consent to the incorporation by reference of this opinion in the Registration Statement and the use of our name in the prospectus constituting a part of the Registration Statement and the prospectus supplement dated June 20, 2023 relating to the Securities under the heading “Validity of Notes.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

Exhibit 5.2

 

 

To   Barclays PLC 1 Churchill Place London E14 5HP		Our ref: 70- 70-41050329 Direct Dial: +44 20 7006 2977 E-mail: simon.sinclair@cliffordchance.com   27 June 2023

Barclays PLC

U.S.$ 1,500,000,000 7.119 per cent. Fixed-to-Floating Rate Subordinated Callable Notes

due 2034 (the “Notes”)

We have acted as English legal advisers to Barclays PLC (the “Issuer”) in connection with the issue by the Issuer of the Notes under the Dated Subordinated Debt Securities Indenture entered into on 9 May 2017 between the Issuer and the Trustee (as amended by the Second Supplemental Indenture dated 23 September 2020 and the Third Supplemental Indenture dated 1 March 2021, the “Base Indenture”), as further amended and supplemented by the Fifth Supplemental Indenture dated 27 June 2023 among the Issuer, the Trustee and the Dated Subordinated Debt Security Registrar (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

 

1.	INTRODUCTION

 

1.1	Opinion Documents

This Opinion relates to the Indenture and the Notes.

 

1.2	Defined Terms

 

1.2.1

“DocuSign Platform” means the cloud based electronic signing platform owned and run by DocuSign Inc.

 

1.2.2

Terms defined or given a particular construction in the Indenture shall have the same meaning in this Opinion unless a contrary indication appears.

 

 

CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NO. OC323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK STREET LONDON E14 5JJ. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. THE FIRM IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY.

CLIFFORD CHANCE LLP

 

1.2.3

Headings in this Opinion are for ease of reference only and shall not affect its interpretation.

 

1.2.4

All references in this Opinion to paragraphs mean paragraphs in this Opinion.

 

1.3	Legal Review

In connection with the creation and issue of the Notes and the giving of this Opinion:

 

1.3.1

we have reviewed the documents referred to in paragraph 1 of Schedule 1 (Documents and Enquiries) and completed the searches and enquiries referred to in paragraph 2 of Schedule 1 (Documents and Enquiries) and any references to such documents in this Opinion are to those documents as originally executed. Certain of such documents have been executed using the DocuSign Platform;

 

1.3.2

we have not verified the facts or the reasonableness of any statements (including statements as to foreign law) contained in the Indenture or the Prospectus, save as expressly specified in paragraph 2.6 (Taxation statements in the Base Prospectus);

 

1.3.3

we have not been responsible for ensuring that the Prospectus contains all material facts; and

 

1.3.4

we have not been responsible for ensuring that the Prospectus or the Form 6-K comply with the requirements of any governmental or regulatory authority.

 

1.4	Applicable Law

This Opinion is governed by English law, relates only to English law as applied by the English courts as at today’s date and does not extend to the laws of any other jurisdiction (save as described in paragraph 1.5 (Taxation)). All non-contractual obligations and any other matters arising out of or in connection with this Opinion are governed by English law.

 

1.5

Taxation

We express no opinion on any taxation matter, and none is implied or may be inferred, save as expressly specified in paragraph 2.6 (Taxation statements in the Base Prospectus). In respect of those tax matters this Opinion is confined to, and given on the basis of, English law, United Kingdom tax law and His Majesty’s Revenue and Customs (“HMRC”) published practice in force or applied in the United Kingdom as at today’s date.

 

- 2 -

CLIFFORD CHANCE LLP

 

1.6	Assumptions and Reservations

This Opinion is given on the basis of our understanding of the terms of the Indenture and the Notes, and the assumptions set out in Schedule 2 (Assumptions) and is subject to the reservations set out in Schedule 3 (Reservations). This Opinion is strictly limited to the matters stated in paragraph 2 (Opinion) and does not extend to any other matters.

 

2.

OPINION

We are of the opinion that:

 

2.1	Corporate Existence

The Issuer is a company duly incorporated in England and has the capacity and power to create and issue the Notes, to enter into the Base Indenture and the Supplemental Indenture and to exercise its rights and perform its obligations under the Notes and the Indenture.

 

2.2	Authorisation

The execution and delivery of the Base Indenture and the Supplemental Indenture and the issue of the Notes have been duly authorised by or on behalf of the Issuer.

 

2.3

Execution

The Issuer has duly executed and delivered the Base Indenture, the Supplemental Indenture and the Global Notes, to the extent that English law is applicable.

 

2.4	Legal, valid, binding and enforceable obligations

In any proceedings taken in England for the enforcement of the Base Indenture or the Supplemental Indenture, the obligations expressed to be assumed by the Issuer in the Base Indenture and the Supplemental Indenture would be recognised by the English courts as legal, valid and binding obligations of the Issuer and would be enforceable in the English courts.

 

2.5	Subordination

Section 12.01 (Subordination of Dated Subordinated Debt Securities—Status) of the Indenture constitutes legal, valid, binding and enforceable obligations of the Issuer.

 

- 3 -

CLIFFORD CHANCE LLP

 

2.6	Taxation statements in the Base Prospectus

The statements in the Base Prospectus under the heading “United Kingdom Taxation of Dated Subordinated Debt Securities” as amended by the statements in the Prospectus Supplement under the heading “United Kingdom Tax Considerations” are, insofar as they are relevant to the Notes, correct in all material respects.

 

3.	ADDRESSEES AND PURPOSE

 

3.1.1

The scope and content of this Opinion solely have regard to the interests of the Issuer in accordance with its instructions. This Opinion is provided in connection with the filing of the Form 6-K and is addressed to and is solely for the Issuer and it may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save as provided below.

 

3.1.2

We hereby consent to the filing of this opinion with the United States Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report on Form 6-K to be incorporated by reference into the Form F-3 Registration Statement filed with the SEC on 1 March 2021, and the reference to us under the headings “United Kingdom Taxation of Dated Subordinated Debt Securities”, “Service of Process and Enforcement of Liabilities” and “Validity of Securities” in the Base Prospectus and under the heading “Validity of Notes” in the Prospectus Supplement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the US Securities Act of 1933, as amended or the rules and regulations of the SEC thereunder.

/s/ Clifford Chance LLP

 

- 4 -

CLIFFORD CHANCE LLP

 

SCHEDULE 1

DOCUMENTS AND ENQUIRIES

 

1.

DOCUMENTS

 

(a)	The prospectus dated 1 March 2021 relating to, inter alia, the Notes (the “Base Prospectus”).

 

(b)	The prospectus supplement dated 20 June 2023 relating to the Notes (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

 

(c)	The final form of the Form 6-K expected to be filed with the SEC on 27 June 2023 relating to the Notes (the “Form 6-K”).

 

(d)	A copy of the Base Indenture.

 

(e)	A copy of the Supplemental Indenture.

 

(f)	A copy of the global notes representing the Notes dated 27 June 2023 (together, the “Global Notes”).

 

(g)	A copy of the Issuer’s officer’s certificate dated 27 June 2023, pursuant to sections 1.02, 3.01 and 3.03 of the Base Indenture relating to the Notes (including the form of global note).

 

(h)	A copy of the certificate of incorporation of the Issuer dated 20 July 1896.

 

(i)	A copy of the certificate of incorporation on re-registration of the Issuer dated 15 February 1982.

 

(j)	A copy of the Barclays Bank Act 1984.

 

(k)	A copy of the certificate of incorporation on change of name of the Issuer dated 1 January 1985.

 

(l)	A copy of the articles of association of the Issuer as adopted by special resolution passed on 5 May 2021, certified a true copy by Kathryn Roberts.

 

(m)	A copy of the extracts from the minutes of a meeting of the board of directors of the Issuer held on 15 December 2016, certified a true copy by Patrick Gonsalves (the “2016 Resolutions”).

 

- 5 -

CLIFFORD CHANCE LLP

 

(n)	A copy of the extracts from the minutes of a meeting of the board of directors of the Issuer held on 28 March 2018, certified a true copy by Gemma Tremlett (the “2018 Resolutions”).

 

(o)	A copy of the approval of the Group Finance Director of the Issuer dated 21 February 2017, certified a true copy by Anita Erling.

 

(p)	A copy of the approval of the Group Finance Director of the Issuer dated 20 February 2018, certified a true copy by Sophie Lukaszewski.

 

(q)	A copy of the approval of the Group Finance Director of the Issuer dated 24 February 2021, certified a true copy by Sophie Lukaszewski.

 

(r)	A copy of the addendum to the approval of the Group Finance Director of the Issuer dated 27 April 2023, certified a true copy by Luisa Franciss Galliez.

 

(s)	A copy of the Confirmation of an Authorised Officer (as defined in the 2018 Resolutions) of the Issuer dated 22 June 2023.

 

(t)	A copy of the power of attorney granted by the Issuer dated 21 June 2016 in favour of each of Miray Muminoglu, Billy Suid, Timothy Allen, Keith Harding and Oihana Bessonart.

 

(u)	A copy of the power of attorney granted by the Issuer dated 19 June 2017 in favour of each of Miray Muminoglu, Timothy Allen, Stuart Frith and Daniel David.

 

(v)	A copy of the power of attorney granted by the Issuer dated 30 March 2020 in favour of each of Miray Muminoglu and Stuart Frith.

 

(w)	A copy of the power of attorney granted by the Issuer dated 23 November 2022, in favour of Daniel Fairclough, Stuart Frith, Suzanna Harding and Nathan James.

 

2.	SEARCHES AND ENQUIRIES

 

(a)	A search was conducted with the Registrar of Companies in respect of the Issuer on 27 June 2023.

 

(b)	An enquiry by telephone was made at the Central Index of Winding Up Petitions at the Insolvency and Companies List in London at 10:02 a.m. on 27 June 2023 with respect to the Issuer.

 

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SCHEDULE 2

ASSUMPTIONS

 

1.	ORIGINAL AND GENUINE DOCUMENTATION

 

(a)

All signatures (including any electronic signatures), stamps and seals are genuine, all original documents are authentic, all deeds and counterparts were executed in single physical form and all copy documents supplied to us as photocopies or in portable document format (PDF) or other electronic form are genuine, accurate, complete and conform to the originals.

 

(b)	The person whose name and signature appears in the signature block of the Indenture (as applicable) and/or any Global Note is the person who signed the Indenture (as applicable) and/or such Global Note.

Where, for the purposes of paragraphs 1(a) and 1(b) of this Schedule 2:

 

(i)

“sign” or “signed” means, in relation to the Indenture and/or each Global Note executed with an electronic signature, the process by which the signatory has applied such electronic signature to the Indenture (as applicable) and/or such Global Note; and

 

(ii)

“electronic signature” means the signature in electronic form applied to the Indenture (as applicable) and/or any Global Note that is intended by the signatory to take effect as their signature including, without limitation, an image of the signatory’s handwritten signature, the typed name of the signatory, a signature generated by the signatory with a stylus on a touch pad or screen and any signature created by the signatory in accordance with the processes of an electronic signing platform.

 

(c)

The copies of the certificate of incorporation, certificate of incorporation on change of name, certificate of re-registration and articles of association of the Issuer provided to us are accurate and complete as of the date of this Opinion and the member(s) of the Issuer have not given any directions or passed any resolutions that would affect the matters addressed in this Opinion.

 

2.	CORPORATE AUTHORITY

 

(a)	In resolving to create and issue the Notes and to enter into the Indenture, the directors and the Group Finance Director of the Issuer acted in good faith to promote the success of the Issuer for the benefit of its members and in accordance with any other duty.

 

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(b)

Each director of the Issuer has disclosed any interest which he or she may have in the issue of the Notes in accordance with the provisions of the Companies Act 2006 and the Issuer’s articles of association and none of the directors has any interest in the issue of the Notes except to the extent permitted by the Issuer’s articles of association.

 

(c)	The 2016 Resolutions and the 2018 Resolutions were duly passed at properly constituted and quorate meetings of duly appointed directors of the Issuer and have not been amended or rescinded and are in full force and effect.

 

(d)	The approvals by the Group Finance Director and the Confirmation of an Authorised Officer of the Issuer, each of which is referred to in Schedule 1 (Documents and Enquiries), have not been amended or rescinded and are in full force and effect.

 

(e)	The extracts from the minutes referred to in Schedule 1 (Documents and Enquiries) are true records of the proceedings at the meetings of the board of directors of the Issuer.

 

(f)

As at 21 February 2017, 20 February 2018 and 24 February 2021, Tushar Morzaria was duly appointed as Group Finance Director of the Issuer, as at 27 April 2023, Anna Cross was duly appointed as Group Finance Director of the Issuer, as at 9 May 2017, 23 September 2020 and 1 March 2021, Miray Muminoglu was duly appointed as Managing Director in the Capital Markets Execution team of Group Treasury, as at 27 June 2023, Suzanna Harding was duly appointed as Vice President in the Capital Markets Execution team of Group Treasury, as at 27 June 2023, Stuart Frith was duly appointed as Director in the Capital Markets Execution team of Group Treasury and as at 22 June 2023, Gregor McMillan was duly appointed as an Authorised Officer.

 

(g)	The person, if other than the person whose signature it purports to be, who attached any electronic signature to any of the documents listed in Schedule 1 (Documents and Enquiries) on behalf of another person, had the authority of the latter person to do so.

 

(h)	Any relevant power of attorney granted by the Issuer referred to in Schedule 1 (Documents and Enquiries) had not been revoked and was in full force and effect at the time of execution of the Indenture and/or the Global Notes, as applicable.

 

3.	CORPORATE CAPACITY OF THE PARTIES OTHER THAN THE ISSUER

Each party to the Indenture (other than the Issuer) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Indenture.

 

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4.	EXECUTION OF INDENTURE AND NOTES

 

(a)	Each party to the Indenture (other than the Issuer) has duly executed and delivered the Indenture.

 

(b)	The terms of the Indenture have been complied with and the Indenture and the Global Notes have each been duly executed and delivered in accordance with the laws of the State of New York.

 

5.	DOCUMENTS NOT GOVERNED BY ENGLISH LAW

 

(a)

The obligations expressed to be assumed by the Issuer under the Indenture and the Notes constitute the Issuer’s legal, valid, binding and enforceable obligations under the laws of the State of New York (other than the obligations under Sections 5.04(d) and 12.01 of the Indenture) and words and phrases used in the Indenture and the Notes have the same meaning and effect as they would if the Indenture and the Notes were governed by English law.

 

(b)	The submission to the jurisdiction of any state or federal court in the City and State of New York or in the Borough of Manhattan, the City of New York by the Issuer contained in the Indenture and the Notes, as applicable, is legal, valid and binding under the laws of the State of New York.

 

(c)	The choice of the laws of the State of New York to govern the Indenture and the Notes is a valid choice under the laws of the State of New York.

 

6.	OTHER DOCUMENTS

Save for those listed in Schedule 1 (Documents and Enquiries) there is no other agreement, instrument, other arrangement or relationship between any of the parties to the Indenture which modifies, supersedes or conflicts with the Indenture.

 

7.	TAX MATTERS

The Issuer is resident only in the United Kingdom for United Kingdom tax purposes.

 

8.	SEARCHES AND ENQUIRIES

There has been no alteration in the status or condition of the Issuer as disclosed by the searches and enquiries referred to in Schedule 1 (Documents and Enquiries). However, it is our experience that the searches and enquiries referred to in paragraphs 2(a) and 2(b) in Schedule 1 (Documents and Enquiries) may be unreliable. In particular, they are not conclusively capable of disclosing whether or not insolvency proceedings have been commenced in England, nor do they indicate whether or not insolvency proceedings have begun elsewhere.

 

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SCHEDULE 3

RESERVATIONS

 

1.	ENFORCEABILITY OF CLAIMS

In this Opinion “enforceable” means that an obligation is of a type which the English courts may enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of the Notes and the Indenture. In particular:

 

(a)

the opinion set out in paragraph 2.5 (Subordination) of this Opinion is subject to any limitations arising from (i) insolvency, liquidation, bankruptcy, administration, moratorium, reorganisation and similar laws, (ii) any reconstruction, arrangement or compromise and (iii) any other laws relating to or affecting the rights of creditors or any class of creditors;

 

(b)	the power of an English court to order specific performance of an obligation or any other equitable remedy is discretionary and, accordingly, an English court might make an award of damages where specific performance of an obligation or any other equitable remedy is sought;

 

(c)	where any person is vested with a discretion or may determine a matter in its opinion, that person may be required to exercise its discretion in good faith, reasonably and for a proper purpose, and to form its opinion in good faith and on reasonable grounds;

 

(d)	enforcement may be limited by the provisions of English law applicable to an agreement held to have been frustrated by events happening after its execution;

 

(e)	proceedings to enforce a claim may become barred under the Limitation Act 1980 or the Foreign Limitation Periods Act 1984 or may be or become subject to a defence of set-off or counterclaim;

 

(f)

a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by a misrepresentation or where there has been any bribe or other corrupt or illegal conduct and the English courts will generally not enforce an obligation if there has been fraud; and

 

(g)

any provision to the effect that any calculation, determination or certification is to be conclusive and binding may not be effective if such calculation, determination or certification is fraudulent, arbitrary or manifestly incorrect and an English court may regard any certification, determination or calculation as no more than prima facie evidence.

 

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2.	GOVERNING LAW

 

(a)	The English courts may refuse to apply a provision of the laws of the State of New York if application of that provision of the laws of the State of New York would be manifestly incompatible with English public policy.

 

(b)	The parties’ choice of the laws of the State of New York as the governing law of the Indenture and the Notes does not restrict the English courts from applying the overriding mandatory provisions of English law.

 

(c)	We express no opinion on the binding effect of the choice of law provisions in the Indenture and the Notes insofar as they relate to non-contractual obligations arising out of or in connection with the Indenture and the Notes.

 

3.	JURISDICTION

If any proceedings are brought in the English courts by the Issuer, in some circumstances, those courts may accept jurisdiction, notwithstanding the provisions of the Indenture and the Notes providing that any state or federal court in the City and the State of New York or in the Borough of Manhattan, the City of New York, as applicable, has jurisdiction in relation thereto.

 

4.	ENFORCEMENT OF FOREIGN JUDGMENT

 

(a)

There are no reciprocal arrangements in force between the United States of America and the United Kingdom for the recognition or enforcement of judgments. Accordingly, a judgment by any state or federal court in the City and State of New York is not enforceable directly in England but may be recognised and enforced by the English courts according to common law principles. A judgment by those courts will not be enforced by the English courts if:

 

(i)

the proceedings in which the judgment was given were opposed to natural justice;

 

(ii)

the judgment was obtained by fraud;

 

(iii)

the enforcement of the judgment would be contrary to English public policy;

 

(iv)

an order has been made and remains effective under section 9 (Power to make foreign judgments unenforceable in United Kingdom if no reciprocity) of the Foreign Judgments (Reciprocal Enforcement) Act 1933 applying that section to judgments of those courts;

 

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(v)

before the date on which those courts gave judgment, the matter in dispute had been the subject of a final judgment of another court having jurisdiction whose judgment is enforceable in England;

 

(vi)

the judgment is for multiple damages within the meaning of section 5(3) of the Protection of Trading Interests Act 1980;

 

(vii)

the judgment is based on a rule of law specified by the Secretary of State under section 5(4) of the Protection of Trading Interests Act 1980 as concerned with the prohibition of restrictive trade practices;

 

(viii)

the judgment is on a claim for contribution in respect of damages awarded by a judgment falling within (vi) or (vii) above;

 

(ix)

the judgment is based on foreign measures which the Secretary of State specifies as regulating and controlling international trade and which, in so far as they apply to persons carrying on business in the United Kingdom, are damaging or threaten to damage the trading interests of the United Kingdom; or

 

(x)

the bringing of proceedings in those courts was contrary to an agreement under which the dispute in question was to be settled otherwise than by proceedings in those courts.

 

(b)

If the English court gives judgment for the sum payable under a judgment of the state or federal courts in the City and State of New York, the English judgment would be enforceable by the methods generally available for the enforcement of English judgments. These give the court a discretion whether to allow enforcement by any particular method, taking into account all relevant circumstances. In addition, it may not be possible to obtain an English judgment or the court may not exercise its discretion to enforce any English judgment if the judgment debtor is subject to any insolvency or similar proceedings, if there is a delay, if an appeal is pending or anticipated against the English judgment in England or against the foreign judgment in the state or federal courts in the City and State of New York or if the judgment debtor has any set-off or counterclaim against the judgment creditor.

 

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5.	CHOICE OF LAW

If any obligation arising under the Indenture or the Notes is or is to be performed in a jurisdiction outside England, it may not be enforceable in the English courts to the extent that performance would be illegal or contrary to public policy under the laws of the other jurisdiction. Further an English court may give effect to any overriding mandatory provisions of the law of the place of performance insofar as they render the performance unlawful or otherwise take into account the law of the place of performance in relation to the manner of performance and the steps to be taken in the event of defective performance.

 

6.	DEFAULT INTEREST AND INDEMNITIES BETWEEN PARTIES

 

(a)

Any provision of the Notes or the Indenture requiring any person to pay amounts imposed in circumstances of breach or default may be held to be unenforceable on the grounds that it is a penalty. If the Indenture or the Notes do not provide a contractual remedy for late payment of any amount payable thereunder that is a substantial remedy within the meaning of the Late Payment of Commercial Debts (Interest) Act 1998 as amended the person entitled to that amount may have a right to statutory interest (and to payment of certain fixed sums) in respect of that late payment at the rate (and in the amount) from time to time prescribed pursuant to that Act. Any term of the Indenture or the Notes may be void to the extent that it excludes or varies that right to statutory interest, or purports to confer a contractual right to interest that is not a substantial remedy for late payment of that amount, within the meaning of that Act. We express no opinion as to whether any such provisions in the Indenture or the Notes do in fact constitute a “substantial remedy” in compliance with the conditions set out in Section 9 of such Act.

 

(b)

There is some possibility that an English court would hold that a judgment on the Indenture or the Notes, whether given in an English court or elsewhere, would supersede the Indenture or the Notes, so that any obligations relating to the payment of interest after the judgment or any currency indemnities would not be held to survive the judgment.

 

(c)	Any undertaking or indemnity in relation to stamp duties may be void under the provisions of Section 117 of the Stamp Act 1891.

 

(d)	An English court may in its discretion decline to give effect to any provision for the payment of legal costs incurred by a litigant.

 

7.	BANKING ACT 2009

The opinions set out in this letter are subject to any limitations arising from any measures taken pursuant to the stabilisation powers under the special resolution regime under the Banking Act 2009, as amended.

 

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8.	OTHER QUALIFICATIONS

 

(a)	The effectiveness of any provision of any agreement or instrument which allows an invalid provision to be severed in order to save the remainder of its provisions will be determined by the English courts in their discretion.

 

(b)

In some circumstances an English court may terminate or suspend proceedings commenced before it and an English court may be prevented from adjudicating upon a particular claim or issue if this would be inconsistent with the judgment of a foreign court binding upon the parties, being a judgment entitled to recognition in England and Wales.

 

(c)	Any provision in the Indenture or the Notes which confers, purports to confer or waives a right of set-off or similar right may be ineffective against a liquidator or creditor.

 

(d)

The opinions expressed in this Opinion are subject to the effects of any United Kingdom sanctions or other similar measures implemented by or effective in the United Kingdom with respect to any person to whom such sanctions or other similar measures apply or is otherwise the target of any such sanctions or other similar measures.

 

9.	TAXATION STATEMENTS

The confirmation provided in paragraph 2.6 (Taxation statements in the Base Prospectus) is subject to the following specific reservations:

 

(a)	We give no confirmation as to any section of the Prospectus other than the confirmation set out in paragraph 2.6 (Taxation statements in the Base Prospectus); and

 

(b)

The confirmation is given solely on the basis set out in paragraph 2.6 (Taxation statements in the Base Prospectus) and in particular is limited to matters governed by English law, the tax law of the United Kingdom and HMRC’s published practice in force or applied in the United Kingdom as at today’s date.

 

(c)	The confirmation is given with regard to the context in which those statements are made and takes into account the disclaimers and qualifications which are applied to those statements in the Base Prospectus.

 

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