Download securities and exchange commission

Form F-3ASR
BARCLAYS PLC - N/A
Filed: May 02, 2014 (period: )
Annual shareholder report for a foreign registration
The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user
assumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot be
limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
F-3ASR - F-3ASR
EX-4.1 (EX-4.1)
EX-4.2 (EX-4.2)
EX-4.3 (EX-4.3)
EX-5.1 (EX-5.1)
EX-5.2 (EX-5.2)
EX-8.1 (EX-8.1)
EX-23.1 (EX-23.1)
EX-24.1 (EX-24.1)
EX-24.2 (EX-24.2)
EX-25.1 (EX-25.1)
EX-25.2 (EX-25.2)
EX-25.3 (EX-25.3)
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Table of Contents
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BARCLAYS PLC
(Exact Name of Registrant as Specified in Its Charter)
N/A
(Translation of Registrant’s name into English)
England
None
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
1 Churchill Place
London E14 5HP, United Kingdom
Tel. No: 011-44-20-7116-1000
(Address and Telephone Number of Registrant’s Principal Executive Offices)
Barclays Bank PLC
745 Seventh Avenue, New York, New York 10019
Tel. No: 212-526-7000
(Name, Address and Telephone Number of Agent for Service)
Copies to:
John O’Connor
George H. White
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN, United Kingdom
Tel. No: 011-44-20-7959-8900
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following
box. 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. 
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. 
CALCULATION OF REGISTRATION FEE
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Title of Each Class of
Securities to be Registered
Senior Debt Securities
Dated Subordinated Debt Securities
Contingent Convertible Securities
Ordinary Shares, nominal value 25p per(3)
(1)
(2)
(3)
Amount to be Registered / Proposed
Maximum Aggregate Offering Price per
Unit / Proposed Maximum Aggregate
Offering Price
Amount of Registration Fee
(1)
$0(2)
An indeterminate aggregate initial offering price or number of the securities of each identified class is being registered as may from time to time be offered at indeterminate prices.
Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units.
In accordance with Rules 456(b) and 457(r), the Registrant is deferring payment of all of the registration fee.
A portion of the ordinary shares, nominal value 25p per share, of the registrant may be represented by the registrant’s American depositary shares, each of which represents four ordinary
shares, evidenced by American depositary receipts. American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered pursuant to the
Registration Statement on Form F-6 (File No. 333-190612).
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Table of Contents
BARCLAYS PLC
Debt Securities
Contingent Convertible Securities
Ordinary Shares
This prospectus describes some of the general terms that may apply to the securities described herein (the “securities”) and the general
manner in which they may be offered.
We will give you the specific terms of the securities, and the manner in which they are offered, in supplements to this prospectus. You
should read this prospectus and the prospectus supplements carefully before you invest. We may offer and sell these securities to or
through one or more underwriters, dealers and agents, including our subsidiary Barclays Capital Inc., or directly to purchasers, on a
delayed or continuous basis. We will indicate the names of any underwriters in the applicable prospectus supplement.
We may use this prospectus to offer and sell from time to time senior and dated subordinated debt securities, contingent convertible
securities and ordinary shares (including the ordinary shares into which the contingent convertible securities may under certain
circumstances convert). In addition, Barclays Capital Inc. or another of our affiliates may use this prospectus in market-making
transactions in certain of these securities after their initial sale. Unless we or our agent informs you otherwise in the confirmation
of sale, this prospectus is being used in market-making transactions.
The securities are not deposit liabilities of Barclays PLC or Barclays Bank PLC and are not insured by the United States
Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any
other jurisdiction.
This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is May 2, 2014
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
TABLE OF CONTENTS
Page
FORWARD-LOOKING STATEMENTS
1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
2
THE BARCLAYS GROUP
2
USE OF PROCEEDS
3
DESCRIPTION OF DEBT SECURITIES
4
DESCRIPTION OF CONTINGENT CONVERTIBLE SECURITIES
19
DESCRIPTION OF ORDINARY SHARES
30
DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CONTINGENT
CONVERTIBLE SECURITIES
32
CLEARANCE AND SETTLEMENT
35
TAX CONSIDERATIONS
40
PLAN OF DISTRIBUTION
57
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
61
WHERE YOU CAN FIND MORE INFORMATION
61
FURTHER INFORMATION
61
VALIDITY OF SECURITIES
61
EXPERTS
62
EXPENSES OF ISSUANCE AND DISTRIBUTION
63
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus and certain documents incorporated by reference herein contain certain forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the U.S.
Securities Act of 1933, as amended (the “Securities Act”), with respect to certain of the Barclays Group’s plans and its current goals
and expectations relating to its future financial condition and performance. We caution readers that no forward-looking statement is a
guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements.
These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts.
Forward-looking statements sometimes use words such as “may”, “will”, “seek”, “continue”, “aim”, “anticipate”, “target”,
“projected”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “achieve” or other words of similar meaning. Examples of
forward-looking statements include, among others, statements regarding the Barclays Group’s future financial position, income
growth, assets, impairment charges and provisions, business strategy, capital, leverage and other regulatory ratios, payment of
dividends (including dividend pay-out ratios), projected levels of growth in the banking and financial markets, projected costs, original
and revised commitments and targets in connection with the Transform Programme, deleveraging actions, estimates of capital
expenditures and plans and objectives for future operations and other statements that are not historical fact. By their nature,
forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. These may be affected
by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards
(“IFRS”), evolving practices with regard to the interpretation and application of accounting and regulatory standards, the outcome of
current and future legal proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of
governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors including (but not
limited to) the following may have an effect: capital, leverage and other regulatory rules (including with regard to the future structure
of the Barclays Group) applicable to past, current and future periods; U.K., United States, Africa, Eurozone and global
macroeconomic and business conditions; the effects of continued volatility in credit markets; market related risks such as changes in
interest rates and foreign exchange rates; effects of changes in valuation of credit market exposures; changes in valuation of issued
securities; volatility in capital markets; changes in credit ratings of the Barclays Group; the potential for one or more countries exiting
the Eurozone; the implementation of the Transform Programme; and the success of future acquisitions, disposals and other strategic
transactions. A number of these influences and factors are beyond the Barclays Group’s control. As a result, the Barclays Group’s
actual future results, dividend payments, and capital and leverage ratios may differ materially from the plans, goals, and expectations
set forth in the Barclays Group’s forward-looking statements. Additional risks and factors are identified in our filings with the U.S.
Securities and Exchange Commission (the “SEC”) including in our Annual Report on Form 20-F for the fiscal year ended
December 31, 2013 (the “2013 Form 20-F”), which is available on the SEC’s website at http://www.sec.gov .
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they
are made and it should not be assumed that they have been revised or updated in the light of new information or future events. Except
as required by the Prudential Regulation Authority, the Financial Conduct Authority (the “FCA”), the London Stock Exchange plc
(“LSE”) or applicable law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein or in the documents incorporated by reference herein to reflect any change in our
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. The
reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file
with the SEC.
-1-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any
use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” the information we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The information that we incorporate by reference into this
prospectus is an important part of this prospectus. The most recent information that we file with the SEC automatically updates and
supersedes earlier information.
We have filed with the SEC a registration statement on Form F-3 relating to the securities covered by this prospectus. This
prospectus is a part of the registration statement and omits some of the information contained in the registration statement in
accordance with SEC rules and regulations. You should review the information in, and exhibits to, the registration statement for
further information on us and the securities we are offering. Statements in this prospectus concerning any document we have filed or
will file as an exhibit to the registration statement or that we have otherwise filed with the SEC are not intended to be comprehensive
and are qualified in their entirety by reference to these filings. You should review the complete document to evaluate these statements.
You may review a copy of the registration statement at the SEC’s public reference room in Washington, D.C., as well as through the
SEC’s internet site, as described under “Where You Can Find More Information” in this prospectus.
We filed the 2013 Form 20-F with the SEC on March 14, 2014. We are incorporating the 2013 Form 20-F by reference into this
prospectus.
In addition, we incorporate by reference into this prospectus any future documents that we may file with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus until the offering contemplated in this prospectus is
completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus (or portions thereof) are incorporated by
reference in this prospectus only to the extent that the report expressly states that it is (or such portions are) incorporated by reference
in this prospectus.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents referred to
above which we have incorporated in this prospectus by reference. You should direct your requests to Barclays Treasury, Barclays
PLC, 1 Churchill Place, London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
For purposes of this prospectus, references to “we,” “us,” “our” and “Barclays Group” refer to Barclays PLC (or any successor
entity) and its consolidated subsidiaries, unless the context requires otherwise; and references to The Depository Trust Company or
“DTC” shall include any successor clearing system. The term “PRA” shall mean the Prudential Regulation Authority of the United
Kingdom or such other governmental authority in the United Kingdom (or if Barclays PLC becomes domiciled in a jurisdiction other
than the United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of Barclays PLC.
References to “£” and “sterling” shall be to the lawful currency for the time being of the United Kingdom and references to “$” and
“U.S. dollars” shall be to the lawful currency for the time being of the United States.
THE BARCLAYS GROUP
Barclays PLC and its subsidiary undertakings is a major global financial services provider engaged in retail banking, credit
cards, corporate and investment banking, and wealth and investment management with an extensive international presence in Europe,
the Americas, Africa and Asia. Together with the predecessor companies, the Barclays Group has over 300 years of history and
expertise in banking, and today the Barclays Group operates in over 50 countries and employs approximately 140,000 people. The
Barclays Group moves, lends, invests and protects money for customers and clients worldwide. Barclays PLC is the ultimate holding
company of the Barclays Group and one of the largest financial services companies in the world by market capitalization. Barclays
PLC beneficially owns the whole of the issued ordinary share capital of Barclays Bank PLC.
-2-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
USE OF PROCEEDS
Unless otherwise indicated in the accompanying prospectus supplement, the net proceeds from the offering of the securities will
be used to support the development and expansion of our business and to strengthen further our capital base. That development and
expansion may occur through the development of existing operations, the establishment of new subsidiaries or acquisitions if suitable
opportunities should arise.
-3-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
DESCRIPTION OF DEBT SECURITIES
The following is a summary of the general terms of the debt securities. It sets forth possible terms and provisions for each series
of debt securities. Each time that we offer debt securities, we will prepare and file a prospectus supplement with the SEC, which you
should read carefully. The prospectus supplement may contain additional terms and provisions of those securities. If there is any
inconsistency between the terms and provisions presented here and those in the prospectus supplement, those in the prospectus
supplement will apply and will replace those presented here.
The debt securities of any series will be either our senior obligations (the “Senior Debt Securities”) or our dated subordinated
obligations (the “Dated Subordinated Debt Securities” and, together with the Senior Debt Securities, the “debt securities”). Neither
the Senior Debt Securities nor the Dated Subordinated Debt Securities will be secured by any assets or property of Barclays PLC or
any of its subsidiaries or affiliates (including Barclays Bank PLC, its subsidiary).
We will issue Senior Debt Securities and Dated Subordinated Debt Securities under indentures (respectively, the “Senior Debt
Indenture” and “Dated Subordinated Debt Indenture”) between us and The Bank of New York Mellon acting through its London
Branch, as trustee. The terms of the debt securities include those stated in the relevant indenture and any supplements thereto, and
those terms made part of the indenture by reference to the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).
The Senior Debt Indenture and Dated Subordinated Debt Indenture and any supplements thereto are sometimes referred to in this
section of the prospectus individually as an “indenture” and collectively as the “indentures.” We have filed or incorporated by
reference a copy of, or the forms of, each indenture as exhibits to the registration statement of which this prospectus is a part.
Because this section is a summary, it does not describe every aspect of the debt securities in detail. This summary is subject to,
and qualified by reference to, all of the definitions and provisions of the relevant indenture, any supplement to the relevant indenture
and form of instrument representing each series of debt securities. Certain terms, unless otherwise defined here, have the meaning
given to them in the relevant indenture.
General
The debt securities are not deposits and are not insured by any regulatory body of the United States or the United Kingdom.
Because we are a holding company, our rights to participate in the assets of any of our subsidiaries upon its liquidation will be
subject to the prior claims of the subsidiaries’ creditors, including, in the case of our bank subsidiaries, their respective depositors,
except, in our case, to the extent that we may ourselves be a creditor with recognized claims against the relevant subsidiary.
The indentures do not limit the amount of debt securities that we may issue. We may issue the debt securities in one or more
series, or as units comprised of two or more related series. The prospectus supplement will indicate for each series or of two or more
related series of debt securities:
•
the issue date;
•
the maturity date;
•
the specific designation and aggregate principal amount of the debt securities;
•
any limit on the aggregate principal amount of the debt securities that may be authenticated or delivered;
-4-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Table of Contents
•
under what conditions, if any, another issuer may be substituted for Barclays PLC as the issuer of the debt securities
of the series;
•
the prices at which we will issue the debt securities;
•
if interest is payable, the interest rate or rates, or how to calculate the interest rate or rates, and under what
circumstances interest is payable;
•
whether we will issue the debt securities as Discount Debt Securities, as explained in this section below, and the
amount of the discount;
•
provisions, if any, for the discharge and defeasance of debt securities of any series;
•
any condition applicable to payment of any principal, premium or interest on debt securities of any series;
•
the dates and places at which any payments are payable;
•
the places where notices, demands to or upon us in respect of the debt securities may be served and notice to holders
may be published;
•
the terms of any mandatory or optional redemption;
•
the denominations in which the debt securities will be issued, which may be an integral multiple of either $1,000, $25
or any other specified amount;
•
the amount, or how to calculate the amount, that we will pay to the debt security holder, if the debt security is
redeemed before its stated maturity or accelerated, or for which the trustee shall be entitled to file and prove a claim;
•
whether and how the debt securities may or must be converted into any other type of securities, or their cash value, or
a combination of these;
•
the currency or currencies in which the debt securities are denominated, and in which we make any payments;
•
whether we will issue the debt securities wholly or partially as one or more global debt securities;
•
what conditions must be satisfied before we will issue the debt securities in definitive form (“definitive debt
securities”);
•
any reference asset we will use to determine the amount of any payments on the debt securities;
•
any other or different Senior Events of Default, in the case of Senior Debt Securities, or any other or different Dated
Subordinated Events of Default, in the case of Dated Subordinated Debt Securities, or covenants applicable to any of
the debt securities, and the relevant terms if they are different from the terms in the applicable indenture;
•
in the case of Dated Subordinated Debt Securities, the applicable subordination provisions;
•
any restrictions applicable to the offer, sale and delivery of the debt securities;
•
whether we will pay Debt Security Additional Amounts, as defined below, on the debt securities;
•
whether we will issue the debt securities in registered form (“registered debt securities”) or in bearer form (“bearer
debt securities”) or both;
•
for registered debt securities, the record date for any payment of principal, interest or premium;
•
any listing of the debt securities on a securities exchange;
•
the names and duties of any co-trustees, depositaries, authenticating agents, paying agents, calculation agents, transfer
agents or registrars of any series;
-5-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Table of Contents
•
any applicable additional provision or provisions related to the U.K. Bail-in Power (as defined below);
•
any other or different terms of the debt securities; and
•
what we believe are any additional material U.S. federal and U.K. tax considerations.
If we issue debt securities in bearer form, the special restrictions and considerations relating to such bearer debt securities,
including applicable offering restrictions and U.S. tax considerations, will be described in the relevant prospectus supplement.
Debt securities may bear interest at a fixed rate or a floating rate or we may sell debt securities that bear no interest or that bear
interest at a rate below the prevailing market interest rate or at a discount to their stated principal amount (“Discount Debt Securities”).
The relevant prospectus supplement will describe special U.S. federal income tax considerations applicable to Discount Debt
Securities or to debt securities issued at par that are treated for U.S. federal income tax purposes as having been issued at a discount.
Holders of debt securities have no voting rights except as explained in this section below under “—Modification and Waiver”
and “—Senior Events of Default; Dated Subordinated Enforcement Events and Remedies; Limitation on Suits.”
Market-Making Transactions. If you purchase your debt security in a market-making transaction, you will receive information
about the price you pay and your trade and settlement dates in a separate confirmation of sale. A market-making transaction is one in
which Barclays Capital Inc. or another of our affiliates resells a security that it has previously acquired from another holder. A
market-making transaction in a particular debt security occurs after the original issuance and sale of the debt security.
Payments
The relevant prospectus supplement will specify the date on which we will pay interest, if any, the date for payments of principal
and any premium, on any particular series of debt securities. The prospectus supplement will also specify the interest rate or rates, if
any, or how the rate or rates will be calculated.
Ranking
Senior Debt Securities. Senior Debt Securities and the coupons (if any) appertaining thereto constitute our direct, unconditional,
unsecured and unsubordinated obligations ranking pari passu, without any preference among themselves, with all our other
outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of
law.
Dated Subordinated Debt Securities. Dated Subordinated Debt Securities and the coupons (if any) appertaining thereto
constitute our direct, unsecured and subordinated obligations ranking pari passu without any preference among themselves. The
relevant prospectus supplement will set forth the nature of the subordination provisions, including subordinated ranking of each series
of Dated Subordinated Debt Securities relative to the debt and equity issued by us, including the extent to which the Dated
Subordinated Debt Securities may rank junior in right of payment to our other obligations or in any other manner.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The PRA has requested us to address in the terms of certain liabilities the requirements envisaged in Article 50 of the directive
providing for the establishment of a European-wide framework for the recovery and resolution of credit institutions and investment
firms published on June 6, 2012, which is expected to enter into force before January 1, 2015 (the “RRD”), and unless otherwise
specified in the relevant prospectus supplement the following will be included in the terms of the debt securities:
By its acquisition of the debt securities, each holder of the debt securities acknowledges, agrees to be bound by, and consents to
the exercise of, any U.K. Bail-in Power (as defined below) by the relevant U.K. resolution
-6-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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authority (as defined below) that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the debt
securities and/or the conversion of all, or a portion, of the principal amount of, or interest on, the debt securities into shares or other
securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the debt securities to
give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder of the debt securities
further acknowledges and agrees that the rights of the holders of the debt securities are subject to, and will be varied, if necessary, so
as to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
For these purposes, a “U.K. Bail-in Power” is any statutory write-down and/or conversion power existing from time to time
under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions
and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Issuer or other
members of the Barclays Group, including but not limited to any such laws, regulations, rules or requirements that are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K.
resolution regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant to which obligations of a bank, banking
group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or
other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any
authority with the ability to exercise a U.K. Bail-in Power).
The relevant prospectus supplement may describe related provisions with respect to the U.K. Bail-in Power, including certain
waivers by the holders of debt securities of certain claims against the trustee, to the extent permitted by the Trust Indenture Act.
Subsequent Holders’ Agreement. Holders of debt securities that acquire such debt securities in the secondary market shall be
deemed to acknowledge, agree to be bound by and consent to the same provisions described herein and in the relevant prospectus
supplement to the same extent as the holders of such debt securities that acquire the debt 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 debt
securities, including in relation to the U.K. Bail-in Power.
Payment of Debt Security Additional Amounts
Unless the relevant prospectus supplement provides otherwise, we will pay any amounts to be paid by us on any series of debt
securities without deduction or withholding for, or on account of, any and all present or future income, stamp and other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings (“taxes”) now or hereafter imposed, levied, collected, withheld or assessed
by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein that has the power to tax (each, a
“taxing jurisdiction”), unless the deduction or withholding is required by law. Unless the relevant prospectus supplement provides
otherwise, at any time a taxing jurisdiction requires us to deduct or withhold taxes, we will pay the additional amounts of, or in respect
of, the principal of, any premium, and any interest on, the debt securities (“Debt Security Additional Amounts”) that are necessary so
that the net amounts paid to the holders, after the deduction or withholding, shall equal the amounts which would have been payable
had no such deduction or withholding been required. However, we will not pay Debt Security Additional Amounts for taxes that are
payable because:
•
the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engages in business
or maintains a permanent establishment or is physically present in, a taxing jurisdiction requiring that deduction or
withholding, or otherwise has some connection with the taxing jurisdiction other than the holding or ownership of the
debt security, or the collection of any payment of, or in respect of, the principal of, any premium, or any interest on,
any debt securities of the relevant series;
-7-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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•
except in the case of our winding-up in England, the relevant debt security is presented for payment in the United
Kingdom;
•
the relevant debt security is presented for payment more than 30 days after the date payment became due or was
provided for, whichever is later, except to the extent that the holder would have been entitled to the Debt Security
Additional Amounts on presenting the debt security for payment at the close of such 30-day period;
•
the holder or the beneficial owner of the relevant debt securities or the beneficial owner of any payment of (or in
respect of) principal of, premium, if any, or any interest on debt securities failed to make any necessary claim or to
comply with any certification, identification or other requirements concerning the nationality, residence, identity or
connection with the taxing jurisdiction of such holder or beneficial owner, if such claim or compliance is required by
statute, treaty, regulation or administrative practice of the taxing jurisdiction as a condition to relief or exemption
from such taxes;
•
such taxes are imposed on a payment to an individual and are required to be made pursuant to the European Union
Directive on the taxation of savings income, adopted on June 3, 2003, or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
•
the relevant debt security is presented for payment by or on behalf of a holder who would have been able to avoid
such deduction or withholding by presenting the relevant debt security to another paying agent in a member state of
the European Union or elsewhere; or
•
if the taxes would not have been imposed or would have been excluded under one of the preceding points if the
beneficial owner of, or person ultimately entitled to obtain an interest in, the debt securities had been the holder of the
debt securities.
Whenever we refer in this prospectus and any prospectus supplement to the payment of the principal of, any premium, or any
interest on, or in respect of, any debt securities of any series, we mean to include the payment of Debt Security Additional Amounts to
the extent that, in context, Debt Security Additional Amounts are, were or would be payable.
The government of any jurisdiction where Barclays PLC (or any successor entity) is incorporated may require Barclays PLC (or
any successor entity) to withhold amounts from payments on the principal or interest on the notes, as the case may be, for taxes or any
other governmental charges. If a withholding of this type is required, Barclays PLC may be required to pay you Debt Security
Additional Amounts so that the net amount you receive will be the amount specified in the note to which you are entitled.
For the avoidance of doubt, unless the relevant prospectus supplement provides otherwise, any amounts to be paid by us on the
debt securities will be paid net of any deduction or withholding imposed or required pursuant to Sections 1471 through 1474 of the
U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or future regulations or official interpretations thereof, any
agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted
pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any
law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and we will not be required to pay Debt
Security Additional Amounts on account of any FATCA Withholding Tax.
Unless the relevant prospectus supplement provides otherwise, any paying agent shall be entitled to make a deduction or
withholding from any payment which it makes under the debt securities and the relevant indenture for or on account of (i) any present
or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax
(together, “Applicable Law”). In either case, the paying agent shall make any payment after a deduction or withholding has been made
pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld. However, such deduction
or withholding will not apply to payments made under the debt securities and the relevant indenture through the
-8-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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relevant clearing systems. In all cases, the paying agent shall have no obligation to gross up any payment made subject to any
deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this
paragraph will be treated as paid to the holder of a debt security, and we will not pay Debt Security Additional Amounts in respect of
such deduction or withholding, except to the extent the provisions in this subsection “—Payment of Debt Security Additional
Amounts” explicitly provide otherwise.
Redemption
Redemption for Tax Reasons. Unless the relevant prospectus supplement provides otherwise, we will have the option to redeem
the debt securities of any series upon not less than 30 nor more than 60 days’ notice to the holders on any dates as are specified in the
applicable prospectus supplement, if:
•
we are required to issue definitive debt securities (see “Description of Certain Provisions Relating to Debt Securities
and Contingent Convertible Securities—Special Situations When a Global Security Will Be Terminated”) and, as a
result, we are or would be required to pay Debt Security Additional Amounts with respect to the Senior Debt
Securities; or
•
we determine that as a result of a change in or amendment to the laws or regulations of a taxing jurisdiction, including
any treaty to which the relevant taxing jurisdiction is a party, or a change in an official application or interpretation of
those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the date of
the applicable prospectus supplement (and, in the case of a successor entity, which becomes effective on or after the
date of that entity’s assumption of our obligations), we (or any successor entity) will or would be required to pay
holders Debt Security Additional Amounts, or we (or any successor entity) would not be entitled to claim a deduction
in respect of any payments in computing our (or its) taxation liabilities or the amount of the deduction would be
materially reduced;
(each such change in tax law or regulation or the official application or interpretation thereof, a “Tax Event”),
provided that in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by us taking reasonable measures
available to us.
In each case and unless the relevant prospectus supplement provides otherwise, before we give a notice of redemption (which
notice shall be irrevocable), we shall be required to deliver to the trustee a written legal opinion of independent counsel of recognized
standing, chosen by us, confirming that we are entitled to exercise our right of redemption. The redemption must be made in respect of
all, but not some, of the debt securities of the relevant series. The redemption price will be equal to 100% of the principal amount of
debt securities being redeemed together with any accrued but unpaid interest, if any, in respect of such debt securities to (but
excluding) the date fixed for redemption or, in the case of Discount Debt Securities, such portion of the principal amount of such
Discount Debt Securities as may be specified by their terms.
Any redemption of Dated Subordinated Debt Securities as a result of a Tax Event will also be subject to the provisions described
under “—Condition to Redemption of Dated Subordinated Debt Securities” below.
Optional Redemption. The relevant prospectus supplement will specify whether we may redeem the debt securities of any series,
in whole or in part, at our option, in any other circumstances. The prospectus supplement will also specify the notice we will be
required to give, what prices and any premium we will pay, and the dates on which we may redeem the debt securities. Any notice of
redemption of debt securities will state:
•
the date fixed for redemption;
•
the amount of debt securities to be redeemed if we are only redeeming a part of the series;
•
the redemption price;
-9-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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•
that on the date fixed for redemption the redemption price will become due and payable on each debt security to be
redeemed and, if applicable, that any interest will cease to accrue on or after the redemption date;
•
the place or places at which each holder may obtain payment of the redemption price; and
•
the CUSIP number or numbers, if any, with respect to the debt securities.
In the case of a partial redemption, the trustee shall select the debt securities that we will redeem in any manner it deems fair and
appropriate.
Condition to Redemption of Dated Subordinated Debt Securities. Notwithstanding any other provision, and unless otherwise
specified in the applicable prospectus supplement, we may redeem Dated Subordinated Debt Securities (and give notice thereof to the
holders of such Dated Subordinated Debt Securities) only in accordance with the requirements set out in the Capital Regulations at
such time and only if we have obtained the PRA’s prior consent (as (and to the extent) required by Capital Regulations at such time)
for the redemption of the relevant Dated Subordinated Debt Securities.
The rules under CRD IV currently provide that the competent authority (the PRA in our case) shall grant permission to a
redemption or repurchase provided that any of the following conditions is met, as applicable to the Dated Subordinated Debt
Securities:
(1) on or before the redemption or repurchase of the Dated Subordinated Debt Securities, we replace the Dated Subordinated
Debt Securities with instruments qualifying as own funds instruments of an equal or higher quality on terms that are sustainable for
our income capacity;
(2) we have demonstrated to the satisfaction of the PRA that our own funds would, following such redemption, exceed the
capital ratios required under CRD IV by a margin that the PRA may consider necessary on the basis set out in CRD IV for it to
determine the appropriate level of capital of an institution.
In addition, the rules under CRD IV provide that the PRA may only permit us to redeem the Dated Subordinated Debt Securities
before five years after the date of issuance of the relevant Dated Subordinated Debt Securities if the conditions listed in paragraphs
(1) or (2) above are met and either:
(a) in the case of redemption due to the occurrence of a change in the regulatory classification of the relevant Dated
Subordinated Debt Securities that would be likely to result in their exclusion from own funds or reclassification as a lower quality
form of own funds, (i) the PRA considers such change to be sufficiently certain and (ii) we demonstrate to the satisfaction of the PRA
that such change was not reasonably foreseeable at the time of the issuance of the relevant Dated Subordinated Debt Securities; or
(b) in the case of redemption due to the occurrence of a Tax Event, we demonstrate to the satisfaction of the PRA that there is a
change in the applicable tax treatment of the Dated Subordinated Debt Securities that is material and was not reasonably foreseeable at
the time of issuance of the relevant Dated Subordinated Debt Securities.
The rules under CRD IV may be modified from time to time after the date of issuance of the relevant Dated Subordinated Debt
Securities.
“Capital Regulations” means, at any time, the regulations, requirements, standards, guidelines and policies relating to capital adequacy
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 we may be organized or domiciled) and applicable to the Barclays Group.
-10-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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“CRD IV” means the legislative package consisting of Directive 2013/36/EU on access to the activity of credit institutions and the
prudential supervision of credit institutions and investment firms, as the same may be amended or replaced from time to time, and
Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of the European Parliament and
of the Council of June 26, 2013, as the same may be amended or replaced from time to time.
“own funds” means the sum of Tier 1 Capital and Tier 2 Capital.
“own funds instruments” means capital instruments issued by Barclays PLC that qualify as Tier 1 Capital or Tier 2 Capital.
“Tier 1 Capital” means Tier 1 Capital for the purposes of the Capital Regulations.
“Tier 2 Capital” means Tier 2 Capital for the purposes of the Capital Regulations.
Condition to Repurchase
Unless the applicable prospectus supplement specifies otherwise, we or any member of the Barclays Group may purchase or
otherwise acquire any outstanding debt securities of any series at any price in the open market or otherwise, subject to the following
sentence and to applicable law. Repurchases of Dated Subordinated Debt Securities must be (i) in accordance with the Capital
Regulations applicable to the Barclays Group in force at the relevant time, (ii) subject to the prior consent of the PRA (if and to the
extent such consent is required by applicable Capital Regulations at such time) and (iii) with all unmatured coupons appertaining
thereto.
We will treat as cancelled and no longer issued and outstanding any debt securities of any series that we purchase beneficially
for our own account, other than a purchase in the ordinary course of a business dealing in securities. Unless otherwise specified in the
applicable prospectus supplement, you have no right to require us to repurchase the debt securities. Such debt securities will stop
bearing interest on the redemption date, even if you do not collect your money.
Modification and Waiver
We and the trustee may make certain modifications and amendments to the indenture applicable to each series of debt securities
without the consent of the holders of the debt securities. We may make other modifications and amendments with the consent of the
holder(s) of not less than, in the case of the Senior Debt Securities, a majority of or, in the case of the Dated Subordinated Debt
Securities, 66 2 ⁄ 3 % in aggregate principal amount of the debt securities of the series outstanding under the applicable indenture that
are affected by the modification or amendment. However, we may not make any modification or amendment without the consent of
the holder of each affected debt security that would:
•
change the terms of any debt security to change the stated maturity date of its principal amount;
•
change the principal amount of, or any premium, or rate of interest, with respect to any debt security;
•
reduce the amount of principal on a Discount Debt Security that would be due and payable upon an acceleration of the
maturity date of any series of debt securities;
•
change our obligation, or any successor’s, to pay Debt Security Additional Amounts;
•
change the places at which payments are payable or the currency of payment;
•
impair the right to sue for the enforcement of any payment due and payable;
•
reduce the percentage in aggregate principal amount of outstanding debt securities of the series necessary to modify or
amend the indenture or to waive compliance with certain provisions of the indenture and any past Senior Event of
Default or Dated Subordinated Event of Default (in each case as defined below);
-11-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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•
change our obligation to maintain an office or agency in the place and for the purposes specified in the indenture;
•
modify the subordination provisions, if any, or the terms and conditions of our obligations in respect of the due and
punctual payment of the amounts due and payable on the debt securities, in either case in a manner adverse to the
holders; or
•
modify the foregoing requirements or the provisions of the indenture relating to the waiver of any past Senior Event
of Default, Dated Subordinated Event of Default or covenants, except as otherwise specified.
Unless the relevant prospectus supplement provides otherwise, in addition, any variations in the terms and conditions of Dated
Subordinated Debt Securities of any series, including modifications relating to the subordination or redemption provisions of such
Dated Subordinated Debt Securities, can only be made in accordance with the rules and requirements of the PRA, as and to the extent
applicable from time to time.
Senior Events of Default; Dated Subordinated Enforcement Events and Remedies; Limitation on Suits
Senior Events of Default
Unless the relevant prospectus supplement provides otherwise, a “Senior Event of Default” with respect to any series of Senior
Debt Securities shall result if:
•
we do not pay any principal or interest on any Senior Debt Securities of that series within 14 days from the due date
for payment and the principal or interest has not been duly paid within a further 14 days following written notice from
the trustee or from holders of 25% in principal amount of the Senior Debt Securities of that series to us requiring the
payment to be made. It shall not, however, be a Senior Event of Default if during the 14 days after the notice such
sums (“Withheld Amounts”) were not paid in order to comply with a law, regulation or order of any court of
competent jurisdiction. Where there is doubt as to the validity or applicability of any such law, regulation or order, it
shall not be a Senior Event of Default if we act on the advice given to us during the 14-day period by independent
legal advisers chosen by us and approved by the trustee; or
•
we breach any covenant or warranty of the Senior Debt Indenture (other than as stated above with respect to payments
when due) and that breach has not been remedied within 21 days of receipt of a written notice from the trustee
requiring the breach to be remedied or from holders of at least 25% in principal amount of the Senior Debt Securities
of that series requiring the breach to be remedied; or
•
either an English court of competent jurisdiction issues an order which is not successfully appealed within 30 days, or
an effective shareholders’ resolution is validly adopted, for our winding-up (other than under or in connection with a
scheme of reconstruction, merger or amalgamation not involving bankruptcy or insolvency).
If a Senior Event of Default occurs and is continuing, the trustee or the holders of at least 25% in outstanding principal amount
of the Senior Debt Securities of that series may declare the Senior Debt Securities of that series to be due and repayable immediately
(and the Senior Debt Securities of that series shall thereby become due and repayable) at their outstanding principal amount (or at such
other repayment amount as may be specified in or determined in accordance with the relevant prospectus supplement) together with
accrued interest, if any, as provided in the prospectus supplement. The trustee may at its discretion and without further notice institute
such proceedings as it may think suitable against us to enforce payment. Subject to the indenture provisions for the indemnification of
the trustee, the holders of a majority in aggregate principal amount of the outstanding Senior Debt Securities of any series shall have
the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any
trust or power conferred on the trustee with respect to the series. However, this direction must not be in conflict with any rule of law
or the Senior Debt Indenture, and must not be unjustly prejudicial to the holder(s) of any Senior Debt Securities of that series not
taking part in the direction, as determined by the trustee in its sole discretion. The trustee may also take any other action, not
inconsistent with the direction, that it deems proper.
-12-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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If lawful, Withheld Amounts or a sum equal to Withheld Amounts shall be placed promptly on interest bearing deposit as
described in the Senior Debt Indenture. We will give notice if at any time it is lawful to pay any Withheld Amount to holders of Senior
Debt Securities or holders of coupons or if such payment is possible as soon as any doubt as to the validity or applicability of the law,
regulation or order is resolved. The notice will give the date on which the Withheld Amount and the interest accrued on it will be paid.
This date will be the earliest day after the day on which it is decided Withheld Amounts can be paid on which the interest bearing
deposit falls due for repayment or may be repaid without penalty. On such date, we shall be bound to pay the Withheld Amount
together with interest accrued on it. For the purposes of such payment, this date will be the due date for those sums. Our obligations
under this paragraph are in lieu of any other remedy against us in respect of Withheld Amounts. Payment will be subject to applicable
laws, regulations or court orders, but in the case of payment of any Withheld Amount, without prejudice to the provisions described
under “—Payment of Debt Security Additional Amounts.” Interest accrued on any Withheld Amount will be paid net of any taxes
required by applicable law to be withheld or deducted and we shall not be obliged to pay any Debt Security Additional Amount in
respect of any such withholding or deduction.
The holders of a majority of the aggregate principal amount of the outstanding Senior Debt Securities of any affected series may
waive any past Senior Event of Default with respect to the series, except any default in respect of either:
•
the payment of principal of, or any premium or interest on, any Senior Debt Securities; or
•
a covenant or provision of the relevant indenture which cannot be modified or amended without the consent of each
holder of Senior Debt Securities of the series.
Subject to exceptions, the trustee may (but is not obligated to), without the consent of the holders, waive or authorize a Senior
Event of Default if, in the opinion of the trustee, such waiver or authorization would not be materially prejudicial to the interests of the
holders.
The trustee will, within 90 days of a default with respect to the Senior Debt Securities of any series, give to each affected holder
of the Senior Debt Securities of the affected series notice of any default it knows about, unless the default has been cured or waived.
However, except in the case of a default in the payment of the principal of, or premium, if any, or interest, if any, on the Senior Debt
Securities, the trustee will be entitled to withhold notice if a trust committee of responsible officers of the trustee determine in good
faith that withholding of notice is in the interest of the holders.
We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the
Senior Debt Indenture.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any
payments due but unpaid with respect to the Senior Debt Securities.
Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to
or make a request of the trustee and how to waive a Senior Event of Default, as described below in “Description of Certain
Provisions Relating to Debt Securities and Contingent Convertible Securities—Legal Ownership; Form of Securities.”
Dated Subordinated Enforcement Events and Remedies
Winding-up
Unless the relevant prospectus supplement provides otherwise, if a Winding-up Event occurs, the principal amount of the Dated
Subordinated Debt Securities will become immediately due and payable.
-13-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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A “Winding-up Event” with respect to the Dated Subordinated Debt Securities shall result if (i) a court of competent jurisdiction
in England (or such other jurisdiction in which we may be organized) makes an order for our winding-up which is not successfully
appealed within 30 days of the making of such order, (ii) our shareholders adopt an effective resolution for our winding-up (other
than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not
involving a bankruptcy or insolvency) or (iii) following the appointment of an administrator of Barclays PLC, the administrator gives
notice that it intends to declare and distribute a dividend.
Non-payment
If we fail to pay any amount that has become due and payable under the Dated Subordinated Debt Securities and the failure
continues for 14 days, the trustee may give us notice of such failure. If within a period of 14 days following the provision of such
notice, the failure continues and has not been cured nor waived, the trustee may at its discretion and without further notice to us
institute proceedings in England (or such other jurisdiction in which we may be organized) (but not elsewhere) for our winding-up
and/or prove in our winding-up and/or claim in our liquidation or administration.
Limited remedies for breach of obligations (other than non-payment)
In addition to the remedies for non-payment provided above, the trustee may, without further notice, institute such proceedings
against us as the trustee may think fit to enforce any term, obligation or condition binding on us under the Dated Subordinated Debt
Securities or the Dated Subordinated Debt Indenture (other than any payment obligation under or arising from the Dated Subordinated
Debt Securities or the Dated Subordinated Debt Indenture, including, without limitation, payment of any principal or interest) (a
“Dated Subordinated Performance Obligation”); provided always that the trustee (acting on behalf of the holders of the Dated
Subordinated Debt Securities) and the holders of the Dated Subordinated Debt Securities may not enforce, and may not be entitled to
enforce or otherwise claim, against us any judgment or other award given in such proceedings that requires the payment of money by
us, whether by way of damages or otherwise (a “Dated Subordinated Monetary Judgment”), except by proving such Dated
Subordinated Monetary Judgment in our winding-up and/or by claiming such Dated Subordinated Monetary Judgment in our
administration.
For the avoidance of doubt, the sole and exclusive manner by which the trustee (acting on behalf of the holders of the Dated
Subordinated Debt Securities) and the holders of the Dated Subordinated Debt Securities may seek to enforce or otherwise claim a
Dated Subordinated Monetary Judgment against us in connection with our breach of a Dated Subordinated Performance Obligation
shall be by proving such Dated Subordinated Monetary Judgment in our winding-up and/or by claiming such Dated Subordinated
Monetary Judgment in our administration. By its acquisition of the Dated Subordinated Debt Securities, each holder of the Dated
Subordinated Debt Securities acknowledges and agrees that such holder will not seek to enforce or otherwise claim, and will not direct
the trustee (acting on behalf of the holders of the Dated Subordinated Debt Securities) to enforce or otherwise claim, a Dated
Subordinated Monetary Judgment against us in connection with our breach of a Dated Subordinated Performance Obligation, except
by proving such Dated Subordinated Monetary Judgment in our winding-up and/or by claiming such Dated Subordinated Monetary
Judgment in our administration.
No other remedies
Other than the limited remedies specified herein under “Dated Subordinated Enforcement Events and Remedies” above and
subject to “Trust Indenture Act remedies” below, no remedy against us will be available to the trustee (acting on behalf of the holders
of the Dated Subordinated Debt Securities) or the holders of the Dated Subordinated Debt Securities whether for the recovery of
amounts owing in respect of such Dated Subordinated Debt Securities or under the Dated Subordinated Debt Indenture or in respect of
any breach by us of any of our obligations under or in respect of the terms of such Dated Subordinated Debt Securities or under the
Dated
-14-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Subordinated Debt Indenture in relation thereto; provided, however, that such limitation shall not apply to our obligations to pay the
fees and expenses of, and to indemnify, the trustee (including fees and expenses of trustee’s counsel) and the trustee’s rights to apply
money collected to first pay its fees and expenses shall not be subject to the subordination provisions set forth in the Dated
Subordinated Debt Indenture.
Trust Indenture Act remedies
Notwithstanding the limitation on remedies specified herein under “Dated Subordinated Enforcement Events and Remedies”
above, (1) the trustee will have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights
of the holders of the Dated Subordinated Debt Securities under the provisions of the Dated Subordinated Debt Indenture and
(2) nothing shall impair the right of a holder of the Dated Subordinated Debt Securities under the Trust Indenture Act, absent such
holder’s consent, to sue for any payment due but unpaid with respect to the Dated Subordinated Debt Securities; provided that, in the
case of each of (1) and (2) above, any payments in respect of, or arising from, the Dated Subordinated Debt Securities, including any
payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Dated
Subordinated Debt Securities, are subject to the subordination provisions set forth in the Dated Subordinated Debt Indenture.
Subject to applicable law and unless the applicable prospectus supplement provides otherwise, claims in respect of any Dated
Subordinated Debt Security may not be set-off, or be the subject of a counterclaim, by the trustee or any holder against or in respect of
any of its obligations to us, and the trustee and every holder will be deemed to have waived any right of set-off or counterclaim in
respect of the Dated Subordinated Debt Securities or the Dated Subordinated Debt Indenture that they might otherwise have against
us. No holder of Dated Subordinated Debt Securities shall be entitled to proceed directly against us except as described in
“—Limitation on Suits” below.
Trustee’s Duties—Dated Subordinated Debt Securities
In case of a Dated Subordinated Event of Default under any series of the Dated Subordinated Debt Securities, the trustee shall
exercise such of the rights and powers vested in it by the Dated Subordinated Debt Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. For
these purposes, a “Dated Subordinated Event of Default” shall occur (i) upon a Winding-Up Event that occurs, (ii) if we fail to pay
any amount that has become due and payable under any series of the Dated Subordinated Debt Securities and such failure continues
for 14 days (as described under “Dated Subordinated Enforcement Events and Remedies—Non-payment”) or (iii) upon a breach by us
of a Dated Subordinated Performance Obligation with respect to a series of the Dated Subordinated Debt Securities (as described
under “Dated Subordinated Enforcement Events and Remedies—Limited remedies for breach of obligations (other than
non-payment)”). Holders of a majority of the aggregate principal amount of the outstanding Dated Subordinated Debt Securities of a
series may not waive any past Dated Subordinated Event of Default specified in clauses (i) and (ii) in the preceding sentence.
If a Dated Subordinated Event of Default occurs and is continuing with respect to any series of the Dated Subordinated Debt
Securities, the trustee will have no obligation to take any action at the direction of any holders of such series of the Dated
Subordinated Debt Securities, unless they have offered the trustee security or indemnity satisfactory to the trustee in its sole discretion.
The holders of a majority in aggregate principal amount of the outstanding Dated Subordinated Debt Securities of a series shall have
the right to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the trustee for any
remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to such series of the Dated
Subordinated Debt Securities. However, this direction (a) must not be in conflict with any rule of law or the Dated Subordinated Debt
Indenture and (b) must not be unjustly prejudicial to the holder(s) of such series of the Dated Subordinated Debt Securities not taking
part in the direction, as determined by the trustee in its sole discretion. The trustee may also take any other action, not inconsistent
with the direction, that it deems proper.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The trustee will, within 90 days of a Dated Subordinated Event of Default with respect to the Dated Subordinated Debt
Securities of any series, give to each affected holder of the Dated Subordinated Debt Securities of the affected series notice of any
default known to a responsible officer of the trustee, unless the default has been cured or waived. However, the trustee will be entitled
to withhold notice if a trust committee of responsible officers of the trustee determine in good faith that withholding of notice is in the
interest of the holders.
We are required to furnish to the trustee annually a statement as to our compliance with all conditions and covenants under the
Dated Subordinated Debt Indenture.
Limitation on Suits. Before a holder may bypass the trustee and bring its own lawsuit or other formal legal action or take other
steps to enforce its rights or protect its interests relating to the debt securities, the following must occur:
•
The holder must give the trustee written notice that a Dated Subordinated Event of Default has occurred and remains
uncured.
•
The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written
request that the trustee take action because of the default, and the holder must offer to the trustee indemnity or
security satisfactory to the trustee in its sole discretion against the cost and other liabilities of taking that action.
•
The trustee must not have taken action for 60 days after receipt of the above notice and offer of indemnity, and the
trustee must not have received an inconsistent direction from the majority in principal amount of all outstanding debt
securities of the relevant series during that period.
Notwithstanding any contrary provisions, nothing shall impair the right of a holder, absent the holder’s consent, to sue for any
payments due but unpaid with respect to the Dated Subordinated Debt Securities.
Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to
or make a request of the trustee and how to waive any past Dated Subordinated Event of Default, as described below in
“Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Legal Ownership; Form of
Securities.”
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of any of the debt securities, consolidate or amalgamate with, merge into or transfer
or lease our assets substantially as an entirety to, any person of the persons specified in the applicable indenture. However, any
successor person formed by any consolidation, amalgamation or merger, or any transferee or lessee of our assets, must assume our
obligations on the debt securities and the applicable indenture, and a number of other conditions must be met.
Subject to applicable law and regulation (including, if and to the extent required by the Capital Regulations at such time, the
prior consent of the PRA), any of our wholly owned subsidiaries may assume our obligations under the debt securities of any series
without the consent of any holder. We, however, must irrevocably guarantee (on a subordinated basis in substantially the manner
described under “—Ranking—Dated Subordinated Debt Securities” above, in the case of Dated Subordinated Debt Securities) the
obligations of the subsidiary under the debt securities of that series. If we do, all of our direct obligations under the debt securities of
the series and the applicable indenture shall immediately be discharged. Unless the relevant prospectus supplement provides
otherwise, any Debt Security Additional Amounts under the debt securities of the series will be payable in respect of taxes imposed by
the jurisdiction in which the successor entity is organized, rather than taxes imposed by a U.K. taxing jurisdiction, subject to
exceptions equivalent to those that apply to any obligation to pay Debt Security Additional Amounts in respect of taxes imposed by a
U.K. taxing jurisdiction. However, if we make payment under this guarantee, we shall also be required to pay Debt Security
Additional Amounts
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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related to taxes (subject to the exceptions set forth in “—Payment of Debt Security Additional Amounts” above) imposed by a U.K.
taxing jurisdiction due to this guarantee payment. A subsidiary that assumes our obligations will also be entitled to redeem the debt
securities of the relevant series in the circumstances described under “—Redemption” above with respect to any change or amendment
to, or change in the application or interpretation of the laws or regulations (including any treaty) of the assuming corporation’s
jurisdiction of incorporation as long as the change or amendment occurs after the date of the subsidiary’s assumption of our
obligations.
The U.S. Internal Revenue Service might deem an assumption of our obligations as described above to be an exchange of the
existing debt securities for new debt securities, resulting in a recognition of taxable gain or loss and possibly other adverse tax
consequences. Investors should consult their tax advisors regarding the tax consequences of such an assumption.
Governing Law
Unless the applicable prospectus supplement specifies otherwise, the debt securities and indentures will be governed by and
construed in accordance with the laws of the State of New York, except that, as specified in the Dated Subordinated Debt Indenture,
the subordination provisions and any applicable provisions relating to waiver of set-off of each series of Dated Subordinated Debt
Securities and the related indenture will be governed by and construed in accordance with the laws of England.
Notices
Notices regarding the debt securities will be valid:
•
with respect to global debt securities in bearer form, if in writing and delivered or mailed to each direct holder;
•
if registered debt securities are affected, if given in writing and mailed to each direct holder as provided in the
applicable indenture; or
•
with respect to bearer definitive debt securities, if published at least once in an Authorized Newspaper (as
defined in the indentures) in the Borough of Manhattan in New York City and as the applicable prospectus
supplement may specify otherwise.
Any notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the
first publication. If publication is not practicable, notice will be valid if given in any other manner, and deemed to have been given on
the date, as we shall determine. With respect to a global debt security representing any series of debt securities, all notices with respect
to such series will be delivered to the depositary for such global debt security.
The Trustee
The Bank of New York Mellon acting through its London Branch, will be the trustee under the indentures. The trustee has two
principal functions:
•
first, it can enforce a holder’s rights against us if we default on debt securities issued under the indenture. There are
some limitations on the extent to which the trustee acts on a holder’s behalf, described under “Senior Events of
Default; Dated Subordinated Enforcement Events and Remedies; Limitation on Suits”; and
•
second, the trustee performs administrative duties for us, such as sending the holder’s interest payments, transferring
debt securities to a new buyer and sending notices to holders.
-17-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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We and some of our subsidiaries maintain deposit accounts and conduct other banking transactions with the trustee in the
ordinary course of our respective businesses.
Consent to Service
The indentures provide that we irrevocably designate Barclays Bank PLC (New York Branch), 745 Seventh Avenue, New York,
New York 10019, Attention: General Counsel as our authorized agent for service of process in any proceeding arising out of or
relating to the indentures or debt securities brought in any federal or state court in New York City, and we irrevocably submit to the
jurisdiction of these courts.
-18-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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DESCRIPTION OF CONTINGENT CONVERTIBLE SECURITIES
The following is a summary of the general terms of the contingent convertible securities (as defined below). It sets forth possible
terms and provisions for each series of contingent convertible securities. Each time that we offer contingent convertible securities, we
will prepare and file a prospectus supplement with the SEC, which you should read carefully. The prospectus supplement may contain
additional terms and provisions of those contingent convertible securities. If there is any inconsistency between the terms and
provisions presented here and those in the prospectus supplement, those in the prospectus supplement will apply and will replace
those presented here.
As used in this prospectus, “contingent convertible securities” means the subordinated securities of Barclays PLC convertible
into ordinary shares of Barclays PLC that the trustee authenticates and delivers under the applicable indenture. The contingent
convertible securities will not be secured by any assets or property of Barclays PLC or any of its subsidiaries or affiliates (including
Barclays Bank PLC, its subsidiary).
Contingent convertible securities will be issued in one or more series under an indenture (the “Contingent Convertible
Securities Indenture”) entered into between us and The Bank of New York Mellon acting through its London Branch, as trustee. The
terms of the contingent convertible securities include those stated in the indenture and any supplements thereto, and those terms made
part of the Contingent Convertible Securities Indenture by reference to the U.S. Trust Indenture Act of 1939, as amended (the “Trust
Indenture Act”). The Contingent Convertible Securities Indenture and any supplements thereto are sometimes referred to in this
section of the prospectus as the “contingent convertible securities indenture.” We have filed or incorporated by reference the
contingent convertible securities indenture as an exhibit to the registration statement of which this prospectus is a part.
Because this section is a summary, it does not describe every aspect of the contingent convertible securities in detail. This
summary is subject to, and qualified by reference to, all of the definitions and provisions of the contingent convertible securities
indenture, any supplement to the contingent convertible securities indenture and the form of the instrument representing each series of
contingent convertible securities. Certain terms, unless otherwise defined here, have the meaning given to them in the contingent
convertible securities indenture.
General
The contingent convertible securities are not deposits and are not insured by any regulatory body of the United States or the
United Kingdom.
Because we are a holding company, our rights to participate in the assets of any of our subsidiaries upon its liquidation will be
subject to the prior claims of the subsidiaries’ creditors, including, in the case of our bank subsidiaries, their respective depositors,
except, in our case, to the extent that we may ourselves be a creditor with recognized claims against the relevant subsidiary.
The contingent convertible securities indenture does not limit the amount of contingent convertible securities that we may issue.
We may issue the contingent convertible securities in one or more series, or as units comprised of two or more related series. The
prospectus supplement will indicate for each series or of two or more related series of contingent convertible securities:
•
the issue date;
•
the maturity date, if any;
•
the specific designation and aggregate principal amount of the contingent convertible securities;
•
any limit on the aggregate principal amount of the contingent convertible securities that may be authenticated or
delivered;
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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•
under what conditions, if any, another issuer may be substituted for Barclays PLC as the issuer of the contingent
convertible securities of the series;
•
whether the contingent convertible securities are intended to qualify as capital for capital adequacy purposes;
•
the ranking of the contingent convertible securities relative to our issued debt and equity, including to what extent
they may rank junior in right of payment to other of our obligations or in any other manner;
•
the prices at which we will issue the contingent convertible securities;
•
if interest is payable, the interest rate or rates, or how to calculate the interest rate or rates, and under what
circumstances interest is payable;
•
provisions, if any, for the cancellation of any interest payment at our discretion or under other circumstances;
•
limitations, if any, on our ability to pay principal or interest in respect of the contingent convertible securities,
including situations whereby we may be prohibited from making such payments;
•
whether we will issue the contingent convertible securities as Discount Securities, as explained in this section below,
and the amount of the discount;
•
provisions, if any, for the discharge and defeasance of contingent convertible securities of any series;
•
any condition applicable to payment of any principal, premium or interest on contingent convertible securities of any
series;
•
the dates and places at which any payments are payable;
•
the places where notices, demands to or upon us in respect of the contingent convertible securities may be served and
notice to holders may be published;
•
the terms of any mandatory or optional redemption and related notices;
•
any terms on which the contingent convertible securities may or will be converted at our option or otherwise into
ordinary shares or other securities of Barclays PLC (“Conversion Securities”), and, if so, the nature and terms of the
Conversion Securities into which such contingent convertible securities are convertible and any additional or other
provisions relating to such conversion, including any triggering event that may give rise to such conversion (which
may include, but shall not be limited to, certain regulatory capital events) and the terms upon which such conversion
should occur;
•
any terms relating to the adjustment of the Conversion Securities into which the contingent convertible securities may
be converted;
•
the terms of any repurchase of the contingent convertible securities;
•
the denominations in which the contingent convertible securities will be issued, which may be an integral multiple of
either $1,000, $25 or any other specified amount;
•
the amount, or how to calculate the amount, that we will pay to the Contingent Convertible Security holder, if the
Contingent Convertible Security is redeemed before its stated maturity, if any, or accelerated, or for which the trustee
shall be entitled to file and prove a claim to the extent so permitted;
•
whether and how the contingent convertible securities may or must be converted into any other type of securities, or
their cash value, or a combination of these;
•
the currency or currencies in which the contingent convertible securities are denominated, and in which we make any
payments;
•
whether we will issue the contingent convertible securities wholly or partially as one or more global contingent
convertible securities;
-20-
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•
what conditions must be satisfied before we will issue the contingent convertible securities in definitive form
(“definitive contingent convertible securities”);
•
any reference asset we will use to determine the amount of any payments on the contingent convertible securities;
•
any other or different Contingent Convertible Events of Default, other categories of default or covenants applicable to
any of the contingent convertible securities, and the relevant terms if they are different from the terms in the
applicable contingent convertible securities indenture;
•
any restrictions applicable to the offer, sale and delivery of the contingent convertible securities;
•
whether we will pay Contingent Convertible Additional Amounts, as defined below, on the contingent convertible
securities;
•
whether we will issue the contingent convertible securities in registered form (“registered contingent convertible
securities”) or in bearer form (“bearer contingent convertible securities”) or both;
•
for registered contingent convertible securities, the record date for any payment of principal, interest or premium;
•
any listing of the contingent convertible securities on a securities exchange;
•
whether holders of the contingent convertible securities may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by us arising under, or in connection with, the
securities;
•
the names and duties of any co-trustees, depositaries, authenticating agents, paying agents, calculation agents, transfer
agents or registrars of any series;
•
any other or different terms of the contingent convertible securities; and
•
what we believe are any additional material U.S. federal and U.K. tax considerations.
The prospectus supplement relating to any series of contingent convertible securities may also include, if applicable, a discussion
of certain U.S. federal income tax considerations and considerations under the Employee Retirement Income Security Act of 1974, as
amended, or ERISA.
If we issue contingent convertible securities in bearer form, the special restrictions and considerations relating to such bearer
contingent convertible securities, including applicable offering restrictions and U.S. tax considerations, will be described in the
relevant prospectus supplement.
Contingent convertible securities may bear interest at a fixed rate or a floating rate or we may issue contingent convertible
securities that bear no interest or that bear interest at a rate below the prevailing market interest rate or at a discount to their stated
principal amount (“Discount Securities”). The relevant prospectus supplement will describe special U.S. federal income tax
considerations applicable to Discount Securities or to contingent convertible securities issued at par that are treated for U.S. federal
income tax purposes as having been issued at a discount.
Holders of contingent convertible securities have no voting rights except as explained in this section below under
“—Modification and Waiver,” “—Contingent Convertible Enforcement Events and Remedies” and “—Trustee’s Duties; Limitation
on Suits.”
Market-Making Transactions. If you purchase your contingent convertible security in a market-making transaction, you will
receive information about the price you pay and your trade and settlement dates in a separate confirmation of sale. A market-making
transaction is one in which Barclays Capital Inc. or another of our affiliates resells a security that it has previously acquired from
another holder. A market-making transaction in a particular contingent convertible security occurs after the original issuance and sale
of the contingent convertible security.
-21-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Payments
The relevant prospectus supplement will specify the date on which we will pay interest, if any, the date, if any, for payments of
principal and any premium, if any, on any particular series of contingent convertible securities.
Ranking of Contingent Convertible Securities
Contingent convertible securities will constitute our direct, unsecured and subordinated obligations ranking pari passu without
any preference among themselves. The relevant prospectus supplement will set forth the nature of the subordinated ranking of each
series of contingent convertible securities relative to the debt and equity issued by us, including to what extent the contingent
convertible securities may rank junior in right of payment to our other obligations or in any other manner.
Agreement with Respect to the Exercise of U.K. Bail-in Power
The PRA has requested us to address in the terms of certain liabilities the requirements envisaged in Article 50 of the RRD, and
the relevant prospectus supplement will include the following in the terms of the contingent convertible securities:
By its acquisition of the contingent convertible securities, each holder of the contingent convertible securities acknowledges,
agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power (as defined below) by the relevant U.K. resolution
authority (as defined below) that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the
contingent convertible securities and/or the conversion of all, or a portion, of the principal amount of, or interest on, the contingent
convertible securities into shares or other securities or other obligations of the Issuer or another person, including by means of a
variation to the terms of the contingent convertible securities to give effect to the exercise by the relevant U.K. resolution authority of
such U.K. Bail-in Power. Each holder of the contingent convertible securities further acknowledges and agrees that the rights of the
holders of the contingent convertible securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority.
For these purposes, a “U.K. Bail-in Power” is any statutory write-down and/or conversion power existing from time to time
under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions
and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the Issuer or other
members of the Barclays Group, including but not limited to any such laws, regulations, rules or requirements that are implemented,
adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions and investment firms and/or within the context of a U.K.
resolution regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant to which obligations of a bank, banking
group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or
other securities or obligations of the obligor or any other person (and a reference to the “relevant U.K. resolution authority” is to any
authority with the ability to exercise a U.K. Bail-in Power).
The relevant prospectus supplement may describe related provisions with respect to the U.K. Bail-in Power, including certain
waivers by the holders of contingent convertible securities of certain claims against the trustee, to the extent permitted by the Trust
Indenture Act.
Subsequent Holders’ Agreement. Holders of contingent convertible securities that acquire such contingent convertible securities
in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions described herein
and in the relevant prospectus supplement to the same extent as the holders of
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such contingent convertible securities that acquire the contingent convertible 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 contingent convertible
securities, including in relation to the U.K. Bail-in Power.
Payment of Contingent Convertible Additional Amounts
Unless the relevant prospectus supplement provides otherwise, we will pay any amounts to be paid by us on any series of
contingent convertible securities without deduction or withholding for, or on account of, any and all present or future taxes now or
hereafter imposed, levied, collected, withheld or assessed by or on behalf of any taxing jurisdiction, unless the deduction or
withholding is required by law. Unless the relevant prospectus supplement provides otherwise, at any time a U.K. taxing jurisdiction
requires us to deduct or withhold taxes, we will pay the additional amounts of, or in respect of, the principal of, premium, if any, and
any interest on, the contingent convertible securities (“Contingent Convertible Additional Amounts”) that are necessary so that the net
amounts paid to the holders, after the deduction or withholding, shall equal the amounts which would have been payable had no such
deduction or withholding been required. However, we will not pay Contingent Convertible Additional Amounts for taxes that are
payable because:
•
the holder or the beneficial owner of the contingent convertible securities is a domiciliary, national or resident of, or
engages in business or maintains a permanent establishment or is physically present in, a U.K. taxing jurisdiction
requiring that deduction or withholding, or otherwise has some connection with the U.K. taxing jurisdiction other than
the holding or ownership of the Contingent Convertible Security, or the collection of any payment of, or in respect of,
the principal of, premium, if any, or any interest on, any contingent convertible securities;
•
except in the case of our winding-up in England, the relevant Contingent Convertible Security is presented for
payment in the United Kingdom;
•
the relevant Contingent Convertible Security is presented for payment more than 30 days after the date payment
became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to
the Contingent Convertible Additional Amounts on presenting the Contingent Convertible Security for payment at the
close of such 30-day period;
•
the holder or the beneficial owner of the relevant contingent convertible securities or the beneficial owner of any
payment of (or in respect of) principal of, premium, if any, or any interest on contingent convertible securities failed
to make any necessary claim or to comply with any certification, identification or other requirements concerning the
nationality, residence, identity or connection with the taxing jurisdiction of such holder or beneficial owner, if such
claim or compliance is required by statute, treaty, regulation or administrative practice of the taxing jurisdiction as a
condition to relief or exemption from such taxes;
•
such taxes are imposed on a payment to an individual and are required to be made pursuant to the European Union
Directive on the taxation of savings income, adopted on June 3, 2003, or any law implementing or complying with, or
introduced in order to conform to, such Directive;
•
the relevant Contingent Convertible Security is presented for payment by or on behalf of a holder who would have
been able to avoid such deduction or withholding by presenting the relevant Contingent Convertible Security to
another paying agent in a member state of the European Union or elsewhere; or
•
if the taxes would not have been imposed or would have been excluded under one of the preceding points if the
beneficial owner of, or person ultimately entitled to obtain an interest in, the contingent convertible securities had
been the holder of the contingent convertible securities.
Whenever we refer in this prospectus and any prospectus supplement to the payment of the principal of (and premium, if any) or
any interest on, or in respect of, any contingent convertible securities of any series, we mean to include the payment of Contingent
Convertible Additional Amounts to the extent that, in context, Contingent Convertible Additional Amounts are, were or would be
payable.
-23-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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For the avoidance of doubt, unless the relevant prospectus supplement provides otherwise, any amounts to be paid by us on the
contingent convertible securities will be paid net of any FATCA Withholding Tax, and we will not be required to pay Contingent
Convertible Additional Amounts on account of any FATCA Withholding Tax.
Unless the relevant prospectus supplement provides otherwise, any paying agent shall be entitled to make a deduction or
withholding from any payment which it makes under the contingent convertible securities and the contingent convertible securities
indenture for or on account of any Applicable Law. In either case, the paying agent shall make any payment after a deduction or
withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or
withheld. However, such deduction or withholding will not apply to payments made under the contingent convertible securities and
the contingent convertible securities indenture through the relevant clearing systems. In all cases, the paying agent shall have no
obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts
deducted or withheld by the Paying Agent under this paragraph will be treated as paid to the holder of a contingent convertible
security, and we will not pay Contingent Convertible Additional Amounts in respect of such deduction or withholding, except to the
extent the provisions in this subsection “—Payment of Contingent Convertible Additional Amounts” explicitly provide otherwise.
Redemption
Any terms of the redemption of any series of contingent convertible securities, whether at our option or upon the occurrence of
certain circumstances (including, but shall not be limited to, the occurrence of certain tax or regulatory events), will be set forth in the
relevant prospectus supplement.
Modification and Waiver
We and the trustee may make certain modifications and amendments to the contingent convertible securities indenture
applicable to each series of contingent convertible securities without the consent of the holders of the contingent convertible securities.
We may make other modifications and amendments with the consent of the holder(s) of not less than 66 2 ⁄ 3 % in aggregate principal
amount of the contingent convertible securities of the series outstanding under the applicable contingent convertible securities
indenture that are affected by the modification or amendment. However, we may not make any modification or amendment without
the consent of the holder of each affected Contingent Convertible Security that would:
•
change the principal amount of, or any premium or rate of interest, with respect to any Contingent Convertible
Security;
•
change our obligation, or any successor’s, to pay Contingent Convertible Additional Amounts, if any;
•
change the places at which payments are payable or the currency of payment;
•
impair the right to sue for the enforcement of any payment due and payable, to the extent that such right exists;
•
reduce the percentage in aggregate principal amount of outstanding contingent convertible securities of the series
necessary to modify or amend the contingent convertible securities indenture or to waive compliance with certain
provisions of the contingent convertible securities indenture and any past Contingent Convertible Event of Default (as
defined below);
•
change our obligation to maintain an office or agency in the place and for the purposes specified in the contingent
convertible securities indenture;
•
modify the subordination provisions, if any, or the terms and conditions of our obligations in respect of the due and
punctual payment of the amounts due and payable on the contingent convertible securities, in either case in a manner
adverse to the holders; or
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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•
modify the foregoing requirements or the provisions of the contingent convertible securities indenture relating to the
waiver of any past Contingent Convertible Event of Default or covenants, except as otherwise specified.
In addition, unless the relevant prospectus supplement provides otherwise, any variations in the terms and conditions of the
contingent convertible securities of any series, including modifications relating to the subordination or redemption provisions of such
contingent convertible securities, can only be made in accordance with the rules and requirements of the PRA, as and to the extent
applicable from time to time.
Contingent Convertible Enforcement Events and Remedies
Winding-up
Unless the relevant prospectus supplement provides otherwise, if a Winding-up Event occurs, the principal amount of the
contingent convertible securities will become immediately due and payable.
A “Winding-up Event” with respect to the contingent convertible securities shall result if (i) a court of competent jurisdiction in
England (or such other jurisdiction in which we may be organized) makes an order for our winding-up which is not successfully
appealed within 30 days of the making of such order, (ii) our shareholders adopt an effective resolution for our winding-up (other
than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not
involving a bankruptcy or insolvency) or (iii) following the appointment of an administrator of Barclays PLC, the administrator gives
notice that it intends to declare and distribute a dividend.
Non-payment
If we fail to pay any amount that has become due and payable under the contingent convertible securities and the failure
continues for 14 days, the trustee may give us notice of such failure. If within a period of 14 days following the provision of such
notice, the failure continues and has not been cured nor waived, the trustee may at its discretion and without further notice to us
institute proceedings in England (or such other jurisdiction in which we may be organized) (but not elsewhere) for our winding-up
and/or prove in our winding-up and/or claim in our liquidation or administration.
Limited remedies for breach of obligations (other than non-payment)
In addition to the remedies for non-payment provided above, the trustee may, without further notice, institute such proceedings
against us as the trustee may think fit to enforce any term, obligation or condition binding on us under the contingent convertible
securities or the Contingent Convertible Securities Indenture (other than any payment obligation under or arising from the contingent
convertible securities or the Contingent Convertible Securities Indenture, including, without limitation, payment of any principal or
interest) (a “Contingent Convertible Performance Obligation”); provided always that the trustee (acting on behalf of the holders of the
contingent convertible securities) and the holders of the contingent convertible securities may not enforce, and may not be entitled to
enforce or otherwise claim, against us any judgment or other award given in such proceedings that requires the payment of money by
us, whether by way of damages or otherwise (a “Contingent Convertible Monetary Judgment”), except by proving such Contingent
Convertible Monetary Judgment in our winding-up and/or by claiming such Contingent Convertible Monetary Judgment in our
administration.
For the avoidance of doubt, the sole and exclusive manner by which the trustee (acting on behalf of the holders of the contingent
convertible securities) and the holders of the contingent convertible securities may seek to enforce or otherwise claim a Contingent
Convertible Monetary Judgment against us in connection with our breach of a Contingent Convertible Performance Obligation shall
be by proving such Contingent Convertible
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Monetary Judgment in our winding-up and/or by claiming such Contingent Convertible Monetary Judgment in our administration. By
its acquisition of the contingent convertible securities, each holder of the Contingent convertible securities acknowledges and agrees
that such holder will not seek to enforce or otherwise claim, and will not direct the trustee (acting on behalf of the holders of the
contingent convertible securities) to enforce or otherwise claim, a Contingent Convertible Monetary Judgment against us in
connection with our breach of a Contingent Convertible Performance Obligation, except by proving such Contingent Convertible
Monetary Judgment in our winding-up and/or by claiming such Contingent Convertible Monetary Judgment in our administration.
No other remedies
Other than the limited remedies specified herein under “Contingent Convertible Enforcement Events and Remedies” above and
subject to “Trust Indenture Act remedies” below, no remedy against us will be available to the trustee (acting on behalf of the holders
of the contingent convertible securities) or the holders of the contingent convertible securities whether for the recovery of amounts
owing in respect of such contingent convertible securities or under the Contingent Convertible Securities Indenture or in respect of
any breach by us of any of our obligations under or in respect of the terms of such contingent convertible securities or under the
Contingent Convertible Securities Indenture in relation thereto; provided, however, that such limitation shall not apply to our
obligations to pay the fees and expenses of, and to indemnify, the trustee (including fees and expenses of trustee’s counsel) and the
trustee’s rights to apply money collected to first pay its fees and expenses shall not be subject to the subordination provisions set forth
in the Contingent Convertible Securities Indenture.
Trust Indenture Act remedies
Notwithstanding the limitation on remedies specified herein under “Contingent Convertible Enforcement Events and Remedies”
above, (1) the trustee will have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights
of the holders of the contingent convertible securities under the provisions of the Contingent Convertible Securities Indenture and
(2) nothing shall impair the right of a holder of the contingent convertible securities under the Trust Indenture Act, absent such
holder’s consent, to sue for any payment due but unpaid with respect to the contingent convertible securities; provided that, in the case
of each of (1) and (2) above, any payments in respect of, or arising from, the contingent convertible securities, including any payments
or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the contingent
convertible securities, are subject to the subordination provisions set forth in the Contingent Convertible Securities Indenture.
Subject to applicable law and unless the applicable prospectus supplement provides otherwise, claims in respect of any
contingent convertible security may not be set-off, or be the subject of a counterclaim, by the trustee or any holder against or in
respect of any of its obligations to us, and the trustee and every holder will be deemed to have waived any right of set-off or
counterclaim in respect of the contingent convertible securities or the Contingent Convertible Securities Indenture that they might
otherwise have against us. No holder of contingent convertible securities shall be entitled to proceed directly against us except as
described in “—Limitation on Suits” below.
Trustee’s Duties
In case of a Contingent Convertible Event of Default under any series of the contingent convertible securities, the trustee shall
exercise such of the rights and powers vested in it by the Contingent Convertible Securities Indenture, and use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
For these purposes, a “Contingent Convertible Event of Default” shall occur (i) upon a Winding-Up Event that occurs, (ii) if we fail to
pay any amount that has become due and payable under any series of the contingent convertible securities and such failure continues
for 14 days (as described under “Contingent Convertible Enforcement Events and
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Remedies—Non-payment”) or (iii) upon a breach by us of a Performance Obligation with respect to a series of the contingent
convertible securities (as described under “Contingent Convertible Enforcement Events and Remedies—Limited remedies for breach
of obligations (other than non-payment)”). Holders of a majority of the aggregate principal amount of the outstanding contingent
convertible securities of a series may not waive any past Contingent Convertible Event of Default specified in clauses (i) and (ii) in the
preceding sentence.
If a Contingent Convertible Event of Default occurs and is continuing with respect to any series of the contingent convertible
securities, the trustee will have no obligation to take any action at the direction of any holders of such series of the contingent
convertible securities, unless they have offered the trustee security or indemnity satisfactory to the trustee in its sole discretion. The
holders of a majority in aggregate principal amount of the outstanding contingent convertible securities of a series shall have the right
to direct the time, method and place of conducting any proceeding in the name of and on the behalf of the trustee for any remedy
available to the trustee or exercising any trust or power conferred on the trustee with respect to such series of the contingent
convertible securities. However, this direction (a) must not be in conflict with any rule of law or the Contingent Convertible Securities
Indenture and (b) must not be unjustly prejudicial to the holder(s) of such series of the contingent convertible securities not taking part
in the direction, in the case of either (a) or (b) as determined by the trustee in its sole discretion. The trustee may also take any other
action, not inconsistent with the direction, that it deems proper.
The trustee will, within 90 days of Contingent Convertible Event of Default with respect to the contingent convertible securities
of any series, give to each affected holder of the contingent convertible securities of the affected series notice of any Contingent
Convertible Event of Default it knows about, unless the Contingent Convertible Event of Default has been cured or waived. However,
the trustee will be entitled to withhold notice if a trust committee of responsible officers of the trustee determine in good faith that
withholding of notice is in the interest of the holders.
Limitation on Suits
Before a holder of the contingent convertible securities may bypass the trustee and bring its own lawsuit or other formal legal
action or take other steps to enforce its rights or protect its interests relating to the contingent convertible securities, the following must
occur:
•
The holder must give the trustee written notice that a Contingent Convertible Event of Default has occurred and
remains uncured.
•
The holders of 25% in outstanding principal amount of the contingent convertible securities of the relevant series
must make a written request that the trustee take action because of the Contingent Convertible Event of Default, and
the holder must offer indemnity satisfactory to the trustee in its sole discretion against the cost and other liabilities of
taking that action.
•
The trustee must not have taken action for 60 days after receipt of the above notice and offer of security or indemnity,
and the trustee must not have received an inconsistent direction from the majority in principal amount of all
outstanding contingent convertible securities of the relevant series during that period.
Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to
or make a request of the trustee and how to waive any past Contingent Convertible Event of Default, as described below in
“Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities—Legal Ownership; Form of
Securities.”
Consolidation, Merger and Sale of Assets; Assumption
We may, without the consent of the holders of any of the contingent convertible securities, consolidate or amalgamate with,
merge into or transfer or lease our assets substantially as an entirety to, any person of the
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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persons specified in the applicable contingent convertible securities indenture. However, any successor person formed by any
consolidation, amalgamation or merger, or any transferee or lessee of our assets, must assume our obligations on the contingent
convertible securities and the applicable contingent convertible securities indenture, if any, and a number of other conditions must be
met.
Subject to applicable law and regulation, any of our wholly owned subsidiaries may assume our obligations, if any, under the
contingent convertible securities of any series without the consent of any holder. We, however, must irrevocably guarantee (on a
subordinated basis in substantially the manner described under “—Ranking of Contingent Convertible Securities” above) the
obligations of the subsidiary under the contingent convertible securities of that series. If we do, all of our direct obligations under the
contingent convertible securities of the series and the applicable contingent convertible securities indenture shall immediately be
discharged. Unless the relevant prospectus supplement provides otherwise, any Contingent Convertible Additional Amounts under the
contingent convertible securities of the series will be payable in respect of taxes imposed by the jurisdiction in which the successor
entity is organized, rather than taxes imposed by a U.K. taxing jurisdiction, subject to exceptions equivalent to those that apply to any
obligation to pay Contingent Convertible Additional Amounts in respect of taxes imposed by a U.K. taxing jurisdiction. However, if
we make payment under this guarantee, we shall also be required to pay Contingent Convertible Additional Amounts related to taxes
(subject to the exceptions set forth in “—Contingent Convertible Additional Amounts” above) imposed by a U.K. taxing jurisdiction
due to this guarantee payment. A subsidiary that assumes our obligations will also be entitled to redeem the contingent convertible
securities of the relevant series in the circumstances described under “—Redemption” above with respect to any change or amendment
to, or change in the application or interpretation of the laws or regulations (including any treaty) of the assuming corporation’s
jurisdiction of incorporation as long as the change or amendment occurs after the date of the subsidiary’s assumption of our
obligations. Such substitution can only be made in accordance with the rules and requirements of the PRA, as and to the extent
applicable from time to time.
The U.S. Internal Revenue Service might deem an assumption of our obligations as described above to be an exchange of the
existing contingent convertible securities for new contingent convertible securities, resulting in a recognition of taxable gain or loss
and possibly other adverse tax consequences. Investors should consult their tax advisors regarding the tax consequences of such an
assumption.
Governing Law
The contingent convertible securities and contingent convertible securities indenture will be governed by and construed in
accordance with the laws of the State of New York, except that, as specified in the contingent convertible securities indenture, the
subordination provisions of each series of contingent convertible securities and the related provisions in the contingent convertible
securities indenture will be governed by and construed in accordance with English law.
Notices
Notices regarding the contingent convertible securities will be valid:
•
with respect to global contingent convertible securities if given in accordance with the applicable procedures of the
depositary for such global contingent convertible securities; or
•
if registered contingent convertible securities are affected, if given in writing and mailed to each direct holder as
provided in the applicable contingent convertible securities indenture.
Any notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the
first publication. If publication is not practicable, notice will be valid if given in any other manner, and deemed to have been given on
the date, as we shall determine. With respect to a global contingent convertible security representing any series of contingent
convertible securities, a copy of all notices with respect to such series will be delivered to the depositary for such global contingent
convertible security.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The Trustee
The Bank of New York Mellon acting through its London Branch, will be the trustee under the contingent convertible securities
indenture. The trustee has two principal functions:
•
first, it can enforce a holder’s rights against us if there is a Contingent Convertible Event of Default under the
contingent convertible securities indenture; and
•
second, the trustee performs administrative duties for us, such as sending the holder’s interest payments, transferring
contingent convertible securities to a new buyer and sending notices to holders.
We and some of our subsidiaries maintain deposit accounts and conduct other banking transactions with the trustee in the
ordinary course of our respective businesses.
Consent to Service
The contingent convertible securities indenture provides that we irrevocably designate Barclays Bank PLC (New York Branch),
745 Seventh Avenue, New York, New York 10019, Attention: General Counsel as our authorized agent for service of process in any
proceeding arising out of or relating to the contingent convertible securities indenture or contingent convertible securities brought in
any federal or state court in the Borough of Manhattan, the City of New York, and we irrevocably submit to the jurisdiction of these
courts.
-29-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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DESCRIPTION OF ORDINARY SHARES
Barclays PLC only has ordinary shares in issue which are governed by the laws of England and Wales. The shareholders of
Barclays PLC passed an ordinary resolution on April 24, 2014 to increase its share capital by the creation of new shares of up to
£825,000,000 in relation to any issue of securities that automatically convert into or are exchanged for ordinary shares of Barclays
PLC, which authorisation expires the earlier of the end of Barclays PLC’s Annual General Meeting to be held in 2015 and the close of
business on June 30, 2015, unless otherwise renewed or passed pursuant to a separate resolution.
Our Articles of Association (the “Articles”) contain provisions to the following effect:
Dividends
Subject to the provisions of the Articles and applicable legislation, Barclays PLC at any general meeting may declare dividends
on the ordinary shares by ordinary resolution, but such dividends may not exceed the amount recommended by the Board. The Board
may also pay interim or final dividends if it appears they are justified by our financial position.
All unclaimed dividends payable in respect of any share may be invested or otherwise made use of by the Board for the benefit
of Barclays PLC until claimed. If a dividend is not claimed after 12 years of it becoming payable, it is forfeited and reverts to us.
Barclays PLC operates a Scrip Dividend Programme which enables eligible shareholders to elect to receive new ordinary shares
issued by Barclays PLC instead of a cash dividend.
Voting
Every member who is present in person or by proxy or represented at any general meeting of Barclays PLC, and who is entitled
to vote, has one vote on a show of hands. Every proxy present has one vote, except that the proxy will have one vote for and one vote
against a resolution if he/she has been instructed to vote for and against the resolution by different members or in one direction by a
member while another member has permitted the proxy discretion as to how to vote. On a poll, every member who is present or
represented and who is entitled to vote has one vote for every share held. In the case of joint holders, only the vote of the senior holder
(as determined by order in the share register) or his proxy may be counted. If any sum payable remains unpaid in relation to a
member’s shareholding, that member is not entitled to vote that share or exercise any other right in relation to a meeting of Barclays
PLC unless the Board otherwise determine.
If any member, or any other person appearing to be interested in any of our ordinary shares, is served with a notice under
Section 793 of the Companies Act and does not supply us with the information required in the notice, then the Board, in its absolute
discretion, may direct that member shall not be entitled to attend or vote at any meeting of Barclays PLC. The Board may further
direct that if the shares of the defaulting member represent 0.25% or more of the issued shares of the relevant class, that dividends or
other monies payable on those shares shall be retained by us until the direction ceases to have effect and that no transfer of those
shares shall be registered (other than certain specified “excepted transfers”). A direction ceases to have effect seven days after we have
received the information requested, or when we are notified that an “excepted transfer” of all of the relevant shares to a third party has
occurred, or as the Board otherwise determines.
Transfers
Ordinary shares may be held in either certificated or uncertificated form. Certificated ordinary shares shall be transferred in
writing in any usual or other form approved by the Board and executed by or on behalf of the transferor. Transfers of uncertificated
ordinary shares shall be made in accordance with the Companies Act and Uncertificated Securities Regulations 2001, as amended.
-30-
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The Board is not bound to register a transfer of partly paid ordinary shares, or fully paid shares in exceptional circumstances
approved by the United Kingdom Listing Authority. The Board may also decline to register an instrument of transfer of certificated
ordinary shares unless it is duly stamped and deposited at the prescribed place and accompanied by the share certificate(s) and such
other evidence as reasonably required by the Board to evidence right to transfer, it is in respect of one class of shares only, and it is in
favor of a single transferee or not more than four transferees (except in the case of executors or trustees of a member).
Redemption and Purchase
Subject to applicable legislation and the rights of the other shareholders, any share may be issued on terms that it is, at our option
or the holder of such share, redeemable. The directors are authorized to determine the terms, conditions and manner of redemption of
any such shares under the Articles.
Calls on capital
The directors may make calls upon the members in respect of any monies unpaid on their shares. A person upon whom a call is
made remains liable even if the shares in respect of which the call is made have been transferred. Interest will be chargeable on any
unpaid amount called at a rate determined by the Board (of not more than 20% per annum).
If a member fails to pay any call in full (following notice from the Board that such failure will result in forfeiture of the relevant
shares), such shares (including any dividends declared but not paid) may be forfeited by a resolution of the Board, and will become the
property of Barclays PLC. Forfeiture shall not absolve a previous member for amounts payable by him/her (which may continue to
accrue interest).
Barclays PLC also has a lien over all of our partly paid shares for all monies payable or called on that share and over the debts
and liabilities of a member to Barclays PLC. If any monies which are the subject of the lien remain unpaid after a notice from the
Board demanding payment, we may sell such shares.
Variation of Rights
The rights attached to any class of shares may be varied either with the consent in writing of the holders of at least 75% in
nominal value of the issued shares of that class or with the sanction of special resolution passed at a separate meeting of the holders of
the shares of that class.
The rights of shares shall not (unless expressly provided by the rights attached to such shares) be deemed varied by the creation
of further shares ranking equally with them.
Winding Up
In the winding up of Barclays PLC (whether the liquidation is voluntary or by the court) the liquidator may, on obtaining any
sanction required by law, divide among the members in kind the whole or any part of the assets of Barclays PLC, whether or not the
assets consist of property of one kind or of different kinds, and vest the whole or any part of the assets in trustees upon such trusts for
the benefit of the members as he, with the like sanction, shall determine. For this purpose the liquidator may set the value he deems
fair on a class or classes of property, and may determine on the basis of that valuation and in accordance with the then existing rights
of members how the division is to be carried out between members or classes of members. The liquidator may not, however, distribute
to a member without his consent an asset to which there is attached a liability or potential liability for the owner.
-31-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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DESCRIPTION OF CERTAIN PROVISIONS RELATING TO DEBT SECURITIES AND CONTINGENT CONVERTIBLE
SECURITIES
In this section of the prospectus, the term “securities” refers to Senior Debt Securities, Dated Subordinated Debt Securities and
contingent convertible securities.
Legal Ownership; Form of Securities
Street Name and Other Indirect Holders. Investors who hold securities in accounts at banks or brokers will generally not be
recognized by us as legal holders of securities. This is called holding in “street name.”
Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its securities.
These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the securities,
either because they agree to do so in their customer agreements or because they are legally required to do so. An investor who holds
securities in street name should check with the investor’s own intermediary institution to find out:
•
how it handles securities payments and notices;
•
whether it imposes fees or charges;
•
how it would handle voting if it were ever required;
•
whether and how the investor can instruct it to send the investor’s securities registered in the investor’s own name so
the investor can be a direct holder as described below; and
•
how it would pursue rights under the securities if there were a default or other event triggering the need for holders to
act to protect their interests.
Direct Holders. Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the
trustee, run only to persons who are registered as holders of securities. As noted above, we do not have obligations to an investor who
holds in street name or other indirect means, either because the investor chooses to hold securities in that manner or because the
securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder,
we have no further responsibility for the payment even if that holder is legally required to pass the payment along to the investor as a
street name customer but does not do so.
Global Securities. A global security is a special type of indirectly held security, as described above under “—Legal Ownership;
Form of Securities—Street Name and Other Indirect Holders.” If we issue securities in the form of global securities, the ultimate
beneficial owners can only be indirect holders.
We require that the global security be registered in the name of a financial institution we select or in the name of a nominee for
such financial institution. In addition, we require that the securities included in the global security not be transferred to the name of
any other direct holder unless the special circumstances described in the section “—Special Situations When a Global Security Will
Be Terminated” occur. The financial institution that acts (either directly or through its nominee) as the sole direct holder of the global
security is called the depositary. Any person wishing to own a security must do so indirectly by virtue of an account with a broker,
bank or other financial institution that in turn has an account with the depositary. Unless the applicable prospectus supplement
indicates otherwise, each series of securities will be issued only in the form of global securities.
-32-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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In the remainder of this section, “holders” means direct holders and not street name or other indirect holders of securities.
Indirect holders should read the subsection entitled “—Legal Ownership; Form of Securities—Street Name and Other Indirect
Holders.”
Payment and Paying Agents. We will pay interest (if any) to direct holders listed in the trustee’s records at the close of business
on a particular day in advance of each due date for interest, even if the direct holder no longer owns the security on the interest due
date. That particular day, usually about one business day in advance of the interest due date, is called the regular record date and is
stated in the applicable prospectus supplement.
Unless the relevant prospectus supplement provides otherwise, we will pay interest (if any), principal and any other money due
on the securities at the corporate trust office of the trustee in New York City. Holders of securities must make arrangements to have
their payments picked up at or wired from that office. We may also choose to pay interest by mailing checks.
Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.
We may also arrange for additional payment offices, and may cancel or change these offices, including our use of the trustee’s
corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify the
trustee of changes in the paying agents for any particular series of securities.
Special Investor Considerations for Global Securities
As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of
investor as a holder of securities and instead deal only with the depositary that holds the global security.
Investors in securities that are issued only in the form of global securities should be aware that:
•
they cannot get securities registered in their own name;
•
they cannot receive physical certificates for their interests in securities;
•
they will be a street name holder and must look to their own bank or broker for payments on the securities and
protection of their legal rights relating to the securities, as explained earlier under “—Legal Ownership; Form of
Securities—Street Name and Other Indirect Holders”;
•
they may not be able to sell interests in the securities to some insurance companies and other institutions that are
required by law to own their securities in the form of physical certificates;
•
the depositary’s policies will govern payments, transfers, exchange and other matters relating to their interest in the
global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records
of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way; and
•
the depositary will require that interests in a global security be purchased or sold within its system using same-day
funds.
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical
certificates representing securities. After that exchange, the choice of whether to hold the securities directly or in street name will be
up to the investor. Investors must consult their own bank or brokers to
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find out how to have their interests in a global security transferred to their own name so that they will be direct holders. The rights of
street name investors and direct holders in the securities have been described above in the sections entitled “—Legal Ownership; Form
of Securities—Street Name and Other Indirect Holders; Direct Holders.”
The special situations for termination of a global security are:
•
when the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary; and
•
when a Senior Event of Default, in the case of Senior Debt Securities, a Dated Subordinated Event of Default, in the
case of Dated Subordinated Debt Securities, or a Contingent Convertible Event of Default, in the case of contingent
convertible securities, has occurred and has not been cured. Defaults are discussed above under “Description of Debt
Securities—Senior Events of Default; Dated Subordinated Enforcement Events and Remedies; Limitation on Suits”
and “Description of Contingent Convertible Securities—Contingent Convertible Enforcement Events and Remedies.”
The prospectus supplement may also list additional situations for terminating a global security that would apply only to the
particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary (and not us or
the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.
-34-
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CLEARANCE AND SETTLEMENT
The securities we issue may be held through one or more international and domestic clearing systems. The principal clearing
systems we will use are the book-entry systems operated by DTC, in the United States, Clearstream Banking, société anonyme
(“Clearstream, Luxembourg”), in Luxembourg and Euroclear Bank S.A./N.V. (“Euroclear”), in Brussels, Belgium. These systems
have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others,
either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the
clearing systems without the physical transfer of certificates.
Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities
across borders in the secondary market. Where payments for securities we issue in global form will be made in U.S. dollars, these
procedures can be used for cross-market transfers and the securities will be cleared and settled on a delivery against payment basis.
Global securities will be registered in the name of a nominee for, and accepted for settlement and clearance by, one or more of
Euroclear, Clearstream, Luxembourg, DTC and any other clearing system identified in the applicable prospectus supplement.
Cross-market transfers of securities that are not in global form may be cleared and settled in accordance with other procedures
that may be established among the clearing systems for these securities.
Euroclear and Clearstream, Luxembourg hold interests on behalf of their participants through customers’ securities accounts in
the names of Euroclear and Clearstream, Luxembourg on the books of their respective depositories, which, in the case of securities for
which a global security in registered form is deposited with the DTC, in turn hold such interests in customers’ securities accounts in
the depositories’ names on the books of the DTC.
The policies of DTC, Clearstream, Luxembourg and Euroclear will govern payments, transfers, exchange and other matters
relating to the investor’s interest in securities held by them. This is also true for any other clearance system that may be named in a
prospectus supplement.
Neither we nor the trustee nor any of our or its agents has any responsibility for any aspect of the actions of DTC, Clearstream,
Luxembourg or Euroclear or any of their direct or indirect participants. Neither we nor the trustee nor any of our or its agents has any
responsibility for any aspect of the records kept by DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect
participants. Neither we nor the trustee nor any of our or its agents supervise these systems in any way. This is also true for any other
clearing system indicated in a prospectus supplement.
DTC, Clearstream, Luxembourg, Euroclear and their participants perform these clearance and settlement functions under
agreements they have made with one another or with their customers. Investors should be aware that DTC, Clearstream, Luxembourg,
Euroclear and their participants are not obligated to perform these procedures and may modify them or discontinue them at any time.
The description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC,
Clearstream, Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any
time.
-35-
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The Clearing Systems
DTC
DTC has advised us as follows:
•
DTC is:
(1)
a limited purpose trust company organized under the laws of the State of New York;
(2)
a “banking organization” within the meaning of New York Banking Law;
(3)
a member of the Federal Reserve System;
(4)
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
(5)
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
•
DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities
transactions between participants through electronic book-entry changes to accounts of its participants. This
eliminates the need for physical movement of securities.
•
Participants in DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may
include certain other organizations. DTC is partially owned by some of these participants or their representatives.
•
Indirect access to the DTC system is also available to banks, brokers and dealers and trust companies that have
custodial relationships with participants.
•
The rules applicable to DTC and DTC participants are on file with the SEC.
Clearstream, Luxembourg
Clearstream, Luxembourg has advised us as follows:
•
Clearstream, Luxembourg is a duly licensed bank organized as a société anonyme incorporated under the laws of
Luxembourg and is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector
( Commission de Surveillance du Secteur Financier ).
•
Clearstream, Luxembourg holds securities for its customers and facilitates the clearance and settlement of securities
transactions among them. It does so through electronic book-entry transfers between the accounts of its customers.
This eliminates the need for physical movement of securities.
•
Clearstream, Luxembourg provides other services to its customers, including safekeeping, administration, clearance
and settlement of internationally traded securities and lending and borrowing of securities. It interfaces with the
domestic markets in over 30 countries through established depositary and custodial relationships.
•
Clearstream, Luxembourg’s customers include worldwide securities brokers and dealers, banks, trust companies and
clearing corporations and may include professional financial intermediaries. Its U.S. customers are limited to
securities brokers and dealers and banks.
•
Indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream,
Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and
trust companies.
Euroclear
Euroclear has advised us as follows:
•
Euroclear is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Financial
Services and Markets Authority ( L’Autorité des Services et Marchés Financiers ) and the National Bank of Belgium (
Banque Nationale de Belgique ).
-36-
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•
Euroclear holds securities for its customers and facilitates the clearance and settlement of securities transactions
among them. It does so through simultaneous electronic book-entry delivery against payment, thereby eliminating the
need for physical movement of certificates.
•
Euroclear provides other services to its customers, including credit, custody, lending and borrowing of securities and
tri-party collateral management. It interfaces with the domestic markets of several countries.
•
Euroclear customers include banks, including central banks, securities brokers and dealers, trust companies and
clearing corporations and may include certain other professional financial intermediaries.
•
Indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have
custodial relationships with Euroclear customers.
•
All securities in Euroclear are held on a fungible basis. This means that specific certificates are not matched to
specific securities clearance accounts.
Other Clearing Systems
We may choose any other clearing system for a particular series of securities. The clearance and settlement procedures for the
clearing system we choose will be described in the applicable prospectus supplement.
Primary Distribution
The distribution of the securities will be cleared through one or more of the clearing systems that we have described above or
any other clearing system that is specified in the applicable prospectus supplement. Payment for securities will be made on a delivery
versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus
supplement.
Clearance and settlement procedures may vary from one series of securities to another according to the currency that is chosen
for the specific series of securities. Customary clearance and settlement procedures are described below.
We will submit applications to the relevant system or systems for the securities to be accepted for clearance. The clearance
numbers that are applicable to each clearance system will be specified in the prospectus supplement.
Clearance and Settlement Procedures—DTC
DTC participants that hold securities through DTC on behalf of investors will follow the settlement practices applicable to
United States corporate debt obligations in DTC’s Same-Day Funds Settlement System.
Securities will be credited to the securities custody accounts of these DTC participants against payment in same-day funds, for
payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, securities will be credited free of
payment on the settlement date.
Clearance and Settlement Procedures—Euroclear and Clearstream, Luxembourg
We understand that investors that hold their securities through Euroclear or Clearstream, Luxembourg accounts will follow the
settlement procedures that are applicable to conventional Eurobonds in registered form for securities.
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Securities will be credited to the securities custody accounts of Euroclear and Clearstream, Luxembourg participants on the
business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against
payment for value on the settlement date.
Secondary Market Trading
Trading Between DTC Participants
Secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary
market trading will be settled using procedures applicable to United States corporate debt obligations in DTC’s Same-Day Funds
Settlement System for securities.
If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S.
dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of
the DTC system must be made between the DTC participants involved.
Trading Between Euroclear and/or Clearstream, Luxembourg Participants
We understand that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the
ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. Secondary market
trading will be settled using procedures applicable to conventional Eurobonds in registered form for securities.
Trading Between a DTC Seller and a Euroclear or Clearstream, Luxembourg Purchaser
A purchaser of securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream,
Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the securities from the
selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream, Luxembourg participant. Euroclear or
Clearstream, Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream, Luxembourg
to receive the securities either against payment or free of payment.
The interests in the securities will be credited to the respective clearing system. The clearing system will then credit the account
of the participant, following its usual procedures. Credit for the securities will appear on the next day, European time. Cash debit will
be back-valued to, and the interest on the securities will accrue from, the value date, which would be the preceding day, when
settlement occurs in New York. If the trade fails and settlement is not completed on the intended date, the Euroclear or Clearstream,
Luxembourg cash debit will be valued as of the actual settlement date instead.
Euroclear participants or Clearstream, Luxembourg participants will need the funds necessary to process same-day funds
settlement. The most direct means of doing this is to pre-position funds for settlement, either from cash or from existing lines of credit,
as for any settlement occurring within Euroclear or Clearstream, Luxembourg. Under this approach, participants may take on credit
exposure to Euroclear or Clearstream, Luxembourg until the securities are credited to their accounts one business day later.
As an alternative, if Euroclear or Clearstream, Luxembourg has extended a line of credit to them, participants can choose not to
pre-position funds and will instead allow that credit line to be drawn upon to finance settlement. Under this procedure, Euroclear
participants or Clearstream, Luxembourg participants purchasing securities would incur overdraft charges for one business day
(assuming they cleared the overdraft as soon as the securities were credited to their accounts). However, any interest on the securities
would accrue from the value date. Therefore, in many cases, the investment income on securities that is earned during that
one-business day period may substantially reduce or offset the amount of the overdraft charges. This result will, however, depend on
each participant’s particular cost of funds.
-38-
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Because the settlement will take place during New York business hours, DTC participants will use their usual procedures to
deliver securities to the depositary on behalf of Euroclear participants or Clearstream, Luxembourg participants. The sale proceeds
will be available to the DTC seller on the settlement date. For the DTC participants, then, a cross-market transaction will settle no
differently than a trade between two DTC participants.
Special Timing Considerations
Investors should be aware that they will only be able to make and receive deliveries, payments and other communications
involving the securities through Clearstream, Luxembourg and Euroclear on days when those systems are open for business. Those
systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream,
Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the
securities, or to receive or make a payment or delivery of the securities, on a particular day, may find that the transactions will not be
performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is
used.
-39-
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TAX CONSIDERATIONS
U.S. Taxation of Debt Securities
This section describes the material U.S. federal income tax consequences of owning debt securities. It is the opinion of
Sullivan & Cromwell LLP, our U.S. tax counsel. It applies to you only if you acquire your debt securities in an offering and you hold
your debt securities as capital assets for tax purposes.
This section does not describe the material U.S. federal income tax consequences of owning contingent convertible securities
and ordinary shares. The material U.S. federal income tax consequences of owning contingent convertible securities and ordinary
shares will be described in the relevant prospectus supplement.
This section does not apply to you if you are a member of a special class of holders subject to special rules, including:
•
a dealer in securities;
•
a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
•
a tax-exempt organization;
•
a life insurance company;
•
a person that holds debt securities as part of a straddle or a hedging or conversion transaction;
•
a person that purchases or sells debt securities as part of a wash sale for tax purposes;
•
a U.S. holder (as defined below) whose functional currency is not the U.S. dollar;
•
a bank;
•
a person liable for alternative minimum tax; or
•
a person that actually or constructively owns 10% or more of our voting stock.
This section is based on the Code, as amended, its legislative history, existing and proposed regulations, published rulings and
court decisions, as well as on the income tax convention between the United States of America and the United Kingdom (the
“Treaty”). These laws are subject to change, possibly on a retroactive basis.
If an entity treated as a partnership for U.S. federal income tax purposes holds the debt securities, the U.S. federal income tax
treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in an entity
treated as a partnership for U.S. federal income tax purposes holding the debt securities should consult its tax advisor with regard to
the U.S. federal income tax treatment of an investment in the debt securities.
This section deals only with debt securities denominated in U.S. dollars that are due to mature 30 years or less from the date on
which they are issued. The U.S. federal income tax consequences of owning debt securities that are denominated in a currency other
than the U.S. dollar (or the interest payments that are determined by reference to a currency other than the U.S. dollar) as well as the
U.S. federal income tax consequences of owning debt securities that are due to mature more than 30 years from their date of issue will
be discussed in an applicable prospectus supplement. In addition, this section does not address the U.S. federal income tax
consequences of owning convertible or exchangeable debt securities; the U.S. federal income tax consequences of owning convertible
or exchangeable debt securities will be addressed in the applicable prospectus supplement. This section also does not address the U.S.
federal income tax consequences of owning bearer securities. U.S. holders of certain bearer securities may be subject to additional,
adverse U.S. federal income tax rules. Dated Subordinated Debt Securities may be subject to additional U.S. federal income tax rules
which will be discussed in the relevant prospectus supplement.
-40-
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You should consult your own tax advisor regarding the U.S. federal, state and local and other tax consequences of owning and
disposing of debt securities in your particular circumstances.
U.S. Holders
This subsection describes the material U.S. federal income tax consequences to a U.S. holder of owning debt securities. You are
a U.S. holder if you are a beneficial owner of debt securities and you are:
•
a citizen or resident of the United States;
•
a domestic corporation;
•
an estate whose income is subject to U.S. federal income tax regardless of its source; or
•
a trust if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons
are authorized to control all substantial decisions of the trust.
If you are not a U.S. holder, this subsection does not apply to you, and you should refer to “—Taxation of U.S. Alien Holders”
below.
Payments of Interest
Except as described below in the case of interest on a discount debt security that is not qualified stated interest, each as defined
below under “—Original Issue Discount—General,” you will be taxed on any interest on your debt securities as ordinary income at
the time you receive the interest or when it accrues, depending on your method of accounting for tax purposes.
Interest paid by us on the debt securities and original issue discount, if any, accrued with respect to the debt securities (as
described below under “Original Issue Discount”) is income from sources outside the United States subject to the rules regarding the
foreign tax credit allowable to a United States holder. Under the foreign tax credit rules, interest and original issue discount will,
depending on your circumstances, be either “passive” or “general” income for purposes of computing the foreign tax credit.
Original Issue Discount
General. If you own a debt security, other than a short-term debt security with a term of one year or less, it will be treated as a
discount debt security issued at an original issue discount if the amount by which the debt security’s stated redemption price at
maturity exceeds its issue price is more than a de minimis amount. Generally, a debt security’s issue price will be the first price at
which a substantial amount of debt securities included in the issue of which the debt security is a part is sold to persons other than
bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents, or wholesalers. A
debt security’s stated redemption price at maturity is the total of all payments provided by the debt security that are not payments of
qualified stated interest. Generally, an interest payment on a debt security is qualified stated interest if it is one of a series of stated
interest payments on a debt security that are unconditionally payable at least annually at a single fixed rate, with certain exceptions for
lower rates paid during some periods, applied to the outstanding principal amount of the debt security. There are special rules for
variable rate debt securities that are discussed under “—Variable Rate Debt Securities.”
In general, your debt security is not a discount debt security if the amount by which its stated redemption price at maturity
exceeds its issue price is less than the de minimis amount of 1/4 of 1% of its stated redemption price at maturity multiplied by the
number of complete years to its maturity. Your debt security will have de minimis original issue discount if the amount of the excess
is less than the de minimis amount. If your debt security has de minimis original issue discount, you must include the de minimis
amount in income as stated principal payments are made on the debt security, unless you make the election described below under
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“—Election to Treat All Interest as Original Issue Discount.” You can determine the includible amount with respect to each such
payment by multiplying the total amount of your debt security’s de minimis original issue discount by a fraction equal to:
•
the amount of the principal payment made divided by:
•
the stated principal amount of the debt security.
Generally, if your discount debt security matures more than one year from its date of issue, you must include original issue
discount, or OID in income before you receive cash attributable to that income. The amount of OID that you must include in income is
calculated using a constant-yield method, and generally you will include increasingly greater amounts of OID in income over the life
of your debt security. More specifically, you can calculate the amount of OID that you must include in income by adding the daily
portions of OID with respect to your discount debt security for each day during the taxable year or portion of the taxable year that you
hold your discount debt security. You can determine the daily portion by allocating to each day in any accrual period a pro rata portion
of the OID allocable to that accrual period. You may select an accrual period of any length with respect to your discount debt security
and you may vary the length of each accrual period over the term of your discount debt security. However, no accrual period may be
longer than one year and each scheduled payment of interest or principal on the discount debt security must occur on either the first or
final day of an accrual period.
You can determine the amount of OID allocable to an accrual period by:
•
multiplying your discount debt security’s adjusted issue price at the beginning of the accrual period by your debt
security’s yield to maturity; and then
•
subtracting from this figure the sum of the payments of qualified stated interest on your debt security allocable to the
accrual period.
You must determine the discount debt security’s yield to maturity on the basis of compounding at the close of each accrual period and
adjusting for the length of each accrual period. Further, you determine your discount debt security’s adjusted issue price at the
beginning of any accrual period by:
•
adding your discount debt security’s issue price and any accrued OID for each prior accrual period; and then
•
subtracting any payments previously made on your discount debt security that were not qualified stated interest
payments.
If an interval between payments of qualified stated interest on your discount debt security contains more than one accrual period,
then, when you determine the amount of OID allocable to an accrual period, you must allocate the amount of qualified stated interest
payable at the end of the interval, including any qualified stated interest that is payable on the first day of the accrual period
immediately following the interval, pro rata to each accrual period in the interval based on their relative lengths. In addition, you must
increase the adjusted issue price at the beginning of each accrual period in the interval by the amount of any qualified stated interest
that has accrued prior to the first day of the accrual period but that is not payable until the end of the interval. You may compute the
amount of OID allocable to an initial short accrual period by using any reasonable method if all other accrual periods, other than a
final short accrual period, are of equal length.
The amount of OID allocable to the final accrual period is equal to the difference between:
•
the amount payable at the maturity of your debt security, other than any payment of qualified stated interest; and
•
your debt security’s adjusted issue price as of the beginning of the final accrual period.
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Acquisition Premium. If you purchase your debt security for an amount that is less than or equal to the sum of all amounts, other
than qualified stated interest, payable on your debt security after the purchase date but is greater than the amount of your debt
security’s adjusted issue price, as determined above under “—General,” the excess is acquisition premium. If you do not make the
election described below under “—Election to Treat All Interest as Original Issue Discount,” then you must reduce the daily portions
of OID by a fraction equal to:
•
the excess of your adjusted basis in the debt security immediately after purchase over the adjusted issue price of the
debt security;
divided by:
•
the excess of the sum of all amounts payable, other than qualified stated interest, on the debt security after the
purchase date over the debt security’s adjusted issue price.
Pre-Issuance Accrued Interest. An election may be made to decrease the issue price of your debt security by the amount of
pre-issuance accrued interest if:
•
a portion of the initial purchase price of your debt security is attributable to pre-issuance accrued interest;
•
the first stated interest payment on your debt security is to be made within one year of your debt security’s issue date;
and
•
the payment will equal or exceed the amount of pre-issuance accrued interest.
If this election is made, a portion of the first stated interest payment will be treated as a return of the excluded pre-issuance
accrued interest and not as an amount payable on your debt security.
Debt Securities Subject to Contingencies, Including Optional Redemption. Your debt security is subject to a contingency if it
provides for an alternative payment schedule or schedules applicable upon the occurrence of a contingency or contingencies, other
than a remote or incidental contingency, whether such contingency relates to payments of interest or of principal. In such a case, you
must determine the yield and maturity of your debt security by assuming that the payments will be made according to the payment
schedule most likely to occur if:
•
the timing and amounts of the payments that comprise each payment schedule are known as of the issue date; and
•
one of such schedules is significantly more likely than not to occur.
If there is no single payment schedule that is significantly more likely than not to occur, other than because of a mandatory sinking
fund, you must include income on your debt security in accordance with the general rules that govern contingent payment obligations.
If applicable, these rules will be discussed in the prospectus supplement.
Notwithstanding the general rules for determining yield and maturity, if your debt security is subject to contingencies, and either
you or we have an unconditional option or options that, if exercised, would require payments to be made on the debt security under an
alternative payment schedule or schedules, then:
•
in the case of an option or options that we may exercise, we will be deemed to exercise or not exercise an option or a
combination of options in the manner that minimizes the yield on your debt security; and,
•
in the case of an option or options that you may exercise, you will be deemed to exercise or not exercise an option or a
combination of options in the manner that maximizes the yield on your debt security.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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If both you and we hold options described in the preceding sentence, those rules will apply to each option in the order in which they
may be exercised. You may determine the yield on your debt security for the purposes of those calculations by using any date on
which your debt security may be redeemed or repurchased as the maturity date and the amount payable on the date that you chose in
accordance with the terms of your debt security as the principal amount payable at maturity.
If a contingency, including the exercise of an option, actually occurs or does not occur contrary to an assumption made
according to the above rules then, except to the extent that a portion of your debt security is repaid as a result of this change in
circumstances and solely to determine the amount and accrual of OID, you must redetermine the yield and maturity of your debt
security by treating your debt security as having been retired and reissued on the date of the change in circumstances for an amount
equal to your debt security’s adjusted issue price on that date.
Election to Treat All Interest as Original Issue Discount. You may elect to include in gross income all interest that accrues on
your debt security using the constant-yield method described above under “—General,” with the modifications described below. For
purposes of this election, interest will include stated interest, OID, de minimis original issue discount, market discount, de minimis
market discount and unstated interest, as adjusted by any amortizable bond premium, described below under “—Debt Securities
Purchased at a Premium,” or acquisition premium.
If you make this election for your debt security, then, when you apply the constant-yield method:
•
the issue price of your debt security will equal your cost;
•
the issue date of your debt security will be the date you acquired it; and
•
no payments on your debt security will be treated as payments of qualified stated interest.
Generally, this election will apply only to the debt security for which you make it; however, if the debt security has amortizable
bond premium, you will be deemed to have made an election to apply amortizable bond premium against interest for all debt
instruments with amortizable bond premium, other than debt instruments the interest on which is excludible from gross income, that
you hold as of the beginning of the taxable year to which the election applies or any taxable year thereafter. Additionally, if you make
this election for a market discount debt security, you will be treated as having made the election discussed below under “—Market
Discount” to include market discount in income currently over the life of all debt instruments having market discount that you acquire
on or after the first day of the first taxable year to which the election applies. You may not revoke any election to apply the
constant-yield method to all interest on a debt security or the deemed elections with respect to amortizable bond premium or market
discount debt securities without the consent of the Internal Revenue Service.
Variable Rate Debt Securities. Your debt security will be a variable rate debt security if:
•
your debt security’s issue price does not exceed the total noncontingent principal payments by more than the lesser of:
1.
1.5% of the product of the total noncontingent principal payments and the number of complete years to maturity
from the issue date; or
2.
15% of the total noncontingent principal payments; and
•
your debt security provides for stated interest, compounded or paid at least annually, only at:
1.
one or more qualified floating rates;
2.
a single fixed rate and one or more qualified floating rates;
3.
a single objective rate; or
4.
a single fixed rate and a single objective rate that is a qualified inverse floating rate.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Your debt security will have a variable rate that is a qualified floating rate if:
•
variations in the value of the rate can reasonably be expected to measure contemporaneous variations in the cost of
newly borrowed funds in the currency in which your debt security is denominated; or
•
the rate is equal to such a rate multiplied by either:
•
1.
a fixed multiple that is greater than 0.65 but not more than 1.35; or
2.
a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate; and
the value of the rate on any date during the term of your debt security is set no earlier than three months prior to the
first day on which that value is in effect and no later than one year following that first day.
If your debt security provides for two or more qualified floating rates that are within 0.25 percentage points of each other on the
issue date or can reasonably be expected to have approximately the same values throughout the term of the debt security, the qualified
floating rates together constitute a single qualified floating rate.
Your debt security will not have a qualified floating rate, however, if the rate is subject to certain restrictions (including caps,
floors, governors, or other similar restrictions) unless such restrictions are fixed throughout the term of the debt security or are not
reasonably expected to significantly affect the yield on the debt security.
Your debt security will have a variable rate that is a single objective rate if:
•
the rate is not a qualified floating rate;
•
the rate is determined using a single, fixed formula that is based on objective financial or economic information that is
not within the control of or unique to the circumstances of the issuer or a related party; and
•
the value of the rate on any date during the term of your debt security is set no earlier than three months prior to the
first day on which that value is in effect and no later than one year following that first day.
Your debt security will not have a variable rate that is an objective rate, however, if it is reasonably expected that the average
value of the rate during the first half of your debt security’s term will be either significantly less than or significantly greater than the
average value of the rate during the final half of your debt security’s term.
An objective rate as described above is a qualified inverse floating rate if:
•
the rate is equal to a fixed rate minus a qualified floating rate; and
•
the variations in the rate can reasonably be expected to inversely reflect contemporaneous variations in the cost of
newly borrowed funds.
Your debt security will also have a single qualified floating rate or an objective rate if interest on your debt security is stated at a
fixed rate for an initial period of one year or less followed by either a qualified floating rate or an objective rate for a subsequent
period, and either:
•
the fixed rate and the qualified floating rate or objective rate have values on the issue date of the debt
security that do not differ by more than 0.25 percentage points; or
•
the value of the qualified floating rate or objective rate is intended to approximate the fixed rate.
In general, if your variable rate debt security provides for stated interest at a single qualified floating rate or objective rate, or
one of those rates after a single fixed rate for an initial period, all stated interest on your debt
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security is qualified stated interest. In this case, the amount of OID, if any, is determined by using, in the case of a qualified floating
rate or qualified inverse floating rate, the value as of the issue date of the qualified floating rate or qualified inverse floating rate, or,
for any other objective rate, a fixed rate that reflects the yield reasonably expected for your debt security.
If your variable rate debt security does not provide for stated interest at a single qualified floating rate or a single objective rate,
and also does not provide for interest payable at a fixed rate other than a single fixed rate for an initial period you generally will
determine the interest and OID accruals on your debt security by:
•
determining a fixed rate substitute for each variable rate provided under your variable rate debt security;
•
constructing the equivalent fixed rate debt instrument, using the fixed rate substitute described above;
•
determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument;
and
•
adjusting for actual variable rates during the applicable accrual period.
When you determine the fixed rate substitute for each variable rate provided under the variable rate debt security, you generally will
use the value of each variable rate as of the issue date or, for an objective rate that is not a qualified inverse floating rate, a rate that
reflects the reasonably expected yield on your debt security.
If your variable rate debt security provides for stated interest either at one or more qualified floating rates or at a qualified
inverse floating rate, and also provides for stated interest at a single fixed rate other than at a single fixed rate for an initial period, the
interest and OID accruals are generally determined by using the method described in the previous paragraph. However, your variable
rate debt security will be treated, for purposes of the first three steps of the determination, as if your debt security had provided for a
qualified floating rate, or a qualified inverse floating rate, rather than the fixed rate. The qualified floating rate, or qualified inverse
floating rate, that replaces the fixed rate must be such that the fair market value of your variable rate debt security as of the issue date
approximates the fair market value of an otherwise identical debt instrument that provides for the qualified floating rate, or qualified
inverse floating rate, rather than the fixed rate.
Short-Term Debt Securities. In general, if you are an individual or other cash basis U.S. holder of a short-term debt security, you
are not required to accrue OID, as specially defined below for the purposes of this paragraph, for U.S. federal income tax purposes
unless you elect to do so (although it is possible that you may be required to include any stated interest in income as you receive it). If
you are an accrual basis taxpayer, a taxpayer in a special class, including, but not limited to, a regulated investment company, common
trust fund, or a certain type of pass-through entity, or a cash basis taxpayer who so elects, you will be required to accrue OID on
short-term debt securities on either a straight-line basis or under the constant-yield method, based on daily compounding. If you are
not required and do not elect to include OID in income currently, any gain you realize on the sale or retirement of your short-term debt
security will be ordinary income to the extent of the accrued OID, which will be determined on a straight-line basis unless you make
an election to accrue the OID under the constant-yield method, through the date of sale or retirement. However, if you are not required
and do not elect to accrue OID on your short-term debt securities, you will be required to defer deductions for interest on borrowings
allocable to your short-term debt securities in an amount not exceeding the deferred income until the deferred income is realized.
When you determine the amount of OID subject to these rules, you must include all interest payments on your short-term debt
security, including stated interest, in your short-term debt security’s stated redemption price at maturity.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Market Discount
You would be treated as if you purchased your debt security, other than a short-term debt security, at a market discount, and
your debt security will be a market discount debt security if:
•
you purchase your debt security for less than its issue price as determined above under “Original Issue
Discount—General”; and
•
the difference between the debt security’s stated redemption price at maturity or, in the case of a discount debt
security, the debt security’s revised issue price, and the price you paid for your debt security is equal to or greater than
1/4 of 1% of your debt security’s stated redemption price at maturity or revised issue price, respectively, multiplied by
the number of complete years to the debt security’s maturity. To determine the revised issue price of your debt
security for these purposes, you generally add any OID that has accrued on your debt security to its issue price.
If your debt security’s stated redemption price at maturity or, in the case of a discount debt security, its revised issue price,
exceeds the price you paid for the debt security by less than 1/4 of 1% multiplied by the number of complete years to the debt
security’s maturity, the excess constitutes de minimis market discount, and the rules discussed below are not applicable to you.
You must treat any gain you recognize on the maturity or disposition of your market discount debt security as ordinary income
to the extent of the accrued market discount on your debt security. Alternatively, you may elect to include market discount in income
currently over the life of your debt security. If you make this election, it will apply to all debt instruments with market discount that
you acquire on or after the first day of the first taxable year to which the election applies. You may not revoke this election without the
consent of the Internal Revenue Service. If you own a market discount debt security and do not make this election, you would
generally be required to defer deductions for interest on borrowings allocable to your debt security in an amount not exceeding the
accrued market discount on your debt security until the maturity or disposition of your debt security.
If you own a market discount debt security, the market discount debt security would accrue on a straight-line basis unless you
elect to accrue market discount using a constant-yield method. If you make this election, it would apply only to the debt security with
respect to which it is made and you may not revoke it. You would, however, not include accrued market discount in income unless
you elect to do so as described above.
Debt Securities Purchased at a Premium
If you purchase your debt security for an amount in excess of its principal amount (or, in the case of a discount debt security, in
excess of its stated redemption price at maturity), you may elect to treat the excess as amortizable bond premium. If you make this
election, you will reduce the amount required to be included in your income each year with respect to interest on your debt security by
the amount of amortizable bond premium allocable to that year, based on your debt security’s yield to maturity. If you make an
election to amortize bond premium, it will apply to all debt instruments, other than debt instruments the interest on which is excludible
from gross income, that you hold at the beginning of the first taxable year to which the election applies or that you thereafter acquire,
and you may not revoke it without the consent of the Internal Revenue Service. See also “Original Issue Discount—Election to Treat
All Interest as Original Issue Discount.”
Purchase, Sale and Retirement of the Debt Securities
Your tax basis in your debt security will generally be your cost of your debt security adjusted by:
•
adding any OID or market discount previously included in income with respect to your debt security; and then
•
subtracting any payments on your debt security that are not qualified stated interest payments and any amortizable
bond premium applied to reduce interest on your debt security.
-47-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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You will generally recognize gain or loss on the sale or retirement of your debt security equal to the difference between the
amount you realize on the sale or retirement, excluding any amounts attributable to accrued but unpaid interest (which will be treated
as interest payments), and your tax basis in your debt security.
You will recognize capital gain or loss when you sell or retire your debt security, except to the extent:
•
described above under “Original Issue Discount—Short-Term Debt Securities” or “Market Discount”; or
•
the rules governing contingent payment obligations apply.
Capital gain of a non-corporate U.S. holder is generally taxed at preferential rates where the holder has a holding period of
greater than one year. Such gain or loss will generally be income or loss from sources within the United States for foreign tax credit
limitation purposes.
Other Debt Securities
The applicable prospectus supplement will discuss any special U.S. federal income tax rules with respect to debt securities the
payments on which are determined by reference to any reference asset, debt securities that are denominated in a currency other than
the U.S. dollar, debt securities that are convertible into ordinary shares of Barclays PLC and other debt securities that are subject to the
rules governing contingent payment obligations. Any prospectus supplement discussing the U.S. federal income tax rules with respect
to debt securities that are convertible into ordinary shares of Barclays PLC will also discuss the U.S. federal income tax rules with
respect to such ordinary shares.
Medicare Tax
A U.S. holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax,
is subject to a 3.8% tax on the lesser of (1) the U.S. holder’s “net investment income” for the relevant taxable year and (2) the excess
of the U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is
between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income generally includes
its interest income and its net gains from the disposition of debt securities, unless such interest income or net gains are derived in the
ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading
activities). If you are a U.S. holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the
applicability of the Medicare tax to your income and gains in respect of your investment in the debt securities.
U.S. Alien Holders
This subsection describes the tax consequences to a U.S. alien holder of owning and disposing of debt securities. You are a U.S.
alien holder if you are a beneficial owner of a debt security and you are, for U.S. federal income tax purposes:
•
a non-resident alien individual;
•
a foreign corporation; or
•
an estate or trust that in either case is not subject to U.S. federal income tax on a net income basis on income or gain
from a debt security.
If you are a U.S. holder, this subsection does not apply to you.
Interest on Debt Securities. If you are a U.S. alien holder, interest paid to you with respect to debt securities will not be subject
to U.S. federal income tax unless the interest is “effectively connected” with your conduct of a
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trade or business within the United States (or is treated as such), and, if required by an applicable income tax treaty as a condition for
subjecting you to U.S. taxation on a net income basis, the interest is attributable to a permanent establishment that you maintain in the
United States. In such cases you generally will be taxed in the same manner as a U.S. holder. If you are a corporate U.S. alien holder,
“effectively connected” interest may, under certain circumstances, be subject to an additional “branch profits tax” at a rate of 30% or a
lower rate if you are eligible for the benefits of an income tax treaty that provides for a lower rate.
Disposition of the Debt Securities. If you are a U.S. alien holder, you generally will not be subject to U.S. federal income tax on
gain realized on the sale, exchange or retirement of your debt security unless:
•
the gain is effectively connected with your conduct of a trade or business in the United States, and the gain is
attributable to a permanent establishment that you maintain in the United States if that is required by an applicable
income tax treaty as a condition for subjecting you to U.S. taxation on a net income basis; or
•
you are an individual, you are present in the United States for 183 or more days during the taxable year in which the
gain is realized and certain other conditions exist.
If you are a corporate U.S. alien holder, “effectively connected” gains that you recognize may also, under certain circumstances,
be subject to an additional “branch profits tax” at a 30% rate or at a lower rate if you are eligible for the benefits of an income tax
treaty that provides for a lower rate.
Information with Respect to Foreign Financial Assets
Owners of “specified foreign financial assets” with an aggregate value in excess of $50,000 (and in some circumstances, a
higher threshold) may be required to file an information report with respect to such assets with their tax returns. “Specified foreign
financial assets” may include financial accounts maintained by foreign financial institutions, as well as the following, but only if they
are held for investment and not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-U.S.
persons, (ii) financial instruments and contracts that have non-U.S. issuers or counterparties, and (iii) interests in foreign entities. The
debt securities may be subject to these rules. Holders are urged to consult their tax advisors regarding the application of this reporting
requirement to their ownership of the debt securities.
Foreign Account Tax Compliance Withholding
A 30% withholding tax may be imposed on all or some of the payments on the debt securities after December 31, 2016 to
holders and non-U.S. financial institutions receiving payments on behalf of holders that, in each case, fail to comply with information
reporting, certification and related requirements. Under current guidance, the amount to be withheld is not defined, and it is not yet
clear whether or to what extent payments on the debt securities may be subject to this withholding tax. This withholding tax, if it
applies, could apply to any payment made with respect to the debt securities, including payments of both principal and interest.
Moreover, withholding may be imposed at any point in a chain of payments if a non-U.S. payee fails to comply with U.S. information
reporting, certification and related requirements. Accordingly, debt securities held through a non-compliant institution may be subject
to withholding even if the holder otherwise would not be subject to withholding.
Unless otherwise specified in the relevant prospectus supplement, such withholding will not apply to debt securities with an
issue date before six months after the date when final regulations defining “foreign passthru payments” are published by the U.S.
Treasury Department.
If such withholding is required, Barclays will not be required to pay any additional amounts with respect to any such amounts
withheld. A beneficial owner of debt securities that is not a foreign financial institution
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generally will be entitled to a refund of any such amounts withheld, but this may entail significant administrative burden. U.S. holders
and U.S. alien holders are urged to consult their tax advisers regarding the application of such withholding tax to their ownership of
the debt securities.
Information Reporting and Backup Withholding
If you are a non-corporate U.S. holder, information reporting requirements, on Internal Revenue Service Form 1099, generally
will apply to:
•
payments of principal, any premium and interest, and the accrual of OID on a debt security, including payments made
by wire transfer from outside the United States to an account you maintain in the United States; and
•
the payment of the proceeds from the sale of a debt security effected at a U.S. office of a broker.
Additionally, backup withholding will apply to such payments, including payments of OID, if you are a non-corporate U.S.
holder that:
•
fails to provide an accurate taxpayer identification number;
•
is notified by the Internal Revenue Service that you have failed to report all interest and dividends required to be
shown on your federal income tax returns; or
•
in certain circumstances, fails to comply with applicable certification requirements.
If you are a U.S. alien holder, you are generally exempt from backup withholding and information reporting requirements with
respect to:
•
payments of principal and interest on a debt security made to you outside the United States by us or another non-U.S.
payor; and
•
other payments of principal and interest and, the payment of the proceeds from the sale of a debt security effected at a
U.S. office of a broker, as long as either:
•
the payor or broker does not have actual knowledge or reason to know that you are a U.S. person and you have
furnished to the payor or broker:
•
an appropriate Internal Revenue Service Form W-8 or an acceptable substitute form upon which you certify,
under penalties of perjury, that you are not a U.S. person; or
•
other documentation upon which it may rely to treat the payments as made to a non-U.S. person in accordance
with U.S. Treasury regulations; or
•
you otherwise establish an exemption.
Payment of the proceeds from the sale of a debt security effected at a foreign office of a broker generally will not be subject to
information reporting or backup withholding. However, a sale effected at a foreign office of a broker could be subject to information
reporting (and in certain cases may be subject to backup withholding) if:
•
the proceeds are transferred to an account maintained by you in the United States;
•
the payment of proceeds or the confirmation of the sale is mailed to you at a U.S. address; or
•
the sale has some other specified connection with the United States as provided in U.S. Treasury regulations;
unless the broker does not have actual knowledge or reason to know that you are a U.S. person and the documentation requirements
described above are met or you otherwise establish an exemption.
You generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed your income tax
liability by filing a refund claim with the Internal Revenue Service.
-50-
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United Kingdom Taxation of Debt Securities
The following paragraphs summarize certain United Kingdom withholding and other tax considerations with respect to the
acquisition, ownership and disposition of debt securities described in this prospectus by persons who are the absolute beneficial
owners of their securities and who are neither (a) resident in the United Kingdom for United Kingdom tax purposes nor (b) hold
securities in connection with any trade or business carried on in the United Kingdom through any branch, agency or permanent
establishment in the United Kingdom. It is based upon the opinion of Clifford Chance LLP, our United Kingdom solicitors. Except
where expressly stated to the contrary, the following summary does not relate to ordinary shares or contingent convertible securities.
This summary is based on current United Kingdom law and Her Majesty’s Revenue & Customs (“HMRC”) practice and the
provisions of the Double Taxation Treaty between the United Kingdom and the United States (the “Treaty”) of July 24, 2001 (as
amended), all of which are subject to change at any time, possibly with retrospective effect.
This summary is not comprehensive and does not deal with the position of United Kingdom resident persons or with that of
persons who are resident outside the United Kingdom who carry on a trade, profession or vocation in the United Kingdom through a
branch, agency or permanent establishment in the United Kingdom through or for the purposes of which their securities are used or
held. Additionally, the summary may not apply to certain classes of persons, such as dealers in securities. The summary below
assumes that securities will not be issued or transferred to any depositary receipt system.
You should consult your own tax advisors concerning the consequences of acquiring, owning and disposing of securities in your
particular circumstances, including the applicability and effect of the Treaty.
Payments of Interest. If the interest on the securities does not have a United Kingdom source, no withholding or deduction for or
on account of United Kingdom tax will be made from payments of interest on the securities.
Interest on the securities may, however, constitute United Kingdom source income for United Kingdom tax purposes. Even if the
interest does have a United Kingdom source, securities that carry a right to interest will constitute “quoted Eurobonds” within the
meaning of Section 987 of the Income Tax Act 2007 (the “ITA”), provided they are and continue to be listed on a “recognized stock
exchange” within the meaning of Section 1005 of the ITA. Accordingly, payments of interest (including payments of premium, if any,
to the extent such premium, or any part of such premium, constitutes interest for United Kingdom tax purposes) on the securities made
by us or any paying agent (or received by any collecting agent) may be made (or received, as the case may be) without withholding or
deduction for or on account of United Kingdom income tax provided the securities are listed on a recognized stock exchange at the
time the interest is paid.
Interest on the securities may be paid without withholding or deduction for or on account of United Kingdom income tax if the
securities constitute “regulatory capital securities” for the purposes of the 2013 Regulations and there are no arrangements, the main
purpose, or one of the main purposes, of which is to obtain a tax advantage as a result of the application of the 2013 Regulations in
respect of the securities.
Securities will constitute a “regulatory capital security” for the purposes of the 2013 Regulations provided the New Securities
qualify, or have qualified, as an Tier 2 instrument under Article 63 of the Commission Regulation (EU) No. 575/2013 and form, or
formed, a component of Tier 2 capital for the purposes of Commission Regulation (EU) No 575/2013.
Interest on securities having a maturity of not more than 364 days from the date of issue may also be paid without withholding or
deduction for or on account of United Kingdom income tax, provided the securities are not issued under arrangements the effect of
which is to render such securities part of a borrowing with a total term of a year or more. In all other cases, an amount must be
withheld on account of income tax at the basic rate
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(currently 20%), subject to any such relief as may be available, or subject to any direction to the contrary by HMRC in respect of such
relief as may be available pursuant to the provisions of any applicable double tax treaty.
Payments made in respect of the securities may be subject to United Kingdom tax by direct assessment even where such
payments are paid without withholding or deduction. However, as regards a holder of securities who is not resident in the United
Kingdom for United Kingdom tax purposes, payments made in respect of the securities without withholding or deduction will
generally not be subject to United Kingdom tax provided that the relevant holder does not carry on a trade, profession or vocation in
the United Kingdom through a branch or agency or (in the case of a company) carry on a trade or business in the United Kingdom
through any permanent establishment in the United Kingdom in each case in connection with which the interest is received or to
which the debt securities are attributable, in which case (subject to exemptions for interest received by certain categories of agent) tax
may be levied on the United Kingdom branch or agency, or permanent establishment.
Discount. The profit realized on any disposal (which includes redemption) of any Discount Debt Security or Discount Security
may attract United Kingdom withholding tax. However, even if it does not, it may be subject to United Kingdom tax by direct
assessment to the same extent as interest which has a United Kingdom source and may also be subject to reporting requirements as
outlined below under “—Provision of Information.”
Payments other than interest. Where a payment on a security does not constitute (or is not treated as) interest for United
Kingdom tax purposes, it could potentially be subject to United Kingdom withholding tax if, for example, it constitutes (or is treated
as) an annual payment, a manufactured payment, rent or royalties for United Kingdom tax purposes (which will be determined by,
amongst other things, the terms and conditions specified in the prospectus supplement of the securities). In such a case, the payment
may fall to be made under deduction of United Kingdom tax (the rate of withholding depending on the nature of the payment), subject
to any exemption from withholding which may apply and to such relief as may be available under the provisions of any applicable
double tax treaty. Holders of securities should seek their own professional advice as regards the withholding tax treatment of any
payment on the securities which does not constitute “interest” or “principal” as those terms are understood in United Kingdom tax
law.
Provision of Information. Holders of securities should note that the Company or any persons in the United Kingdom paying
interest to or receiving interest on behalf of another person may be required to provide certain information to HMRC regarding the
identity of the payee or person entitled to the interest and, in certain circumstances, such information may be passed to the tax
authorities in other countries.
In addition, on June 3, 2003 the European Council adopted the Directive 2003/48/EC on the taxation of savings income. Under
the Directive, each Member State of the EU is required to provide to the tax authorities of another Member State details of payments
of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an individual resident
or certain limited types of entity established in that other Member State; however, for a transitional period, Austria and Luxembourg
may instead apply a withholding system in relation to such payments, deducting tax at a rate of 35 percent. The transitional period is
to terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of information
relating to such payments. Luxembourg has announced that it will no longer apply the withholding tax system as from January 1, 2015
and will provide details of payments of interest (or similar income) as from this date.
A number of non-EU countries, and certain dependent or associated territories of certain Member States, have adopted similar
measures (either provision of information or transitional withholding) in relation to payments made by a person within its jurisdiction
to, or collected by such a person for, an individual resident or certain limited types of entity established in a Member State. In
addition, the Member States have entered into provision of information or transitional withholding arrangements with certain of those
dependent or associated territories in relation to payments made by a person in a Member State to, or collected by such a person for,
an individual resident or certain limited types of entity established in one of those territories.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The European Council formally adopted a Council Directive amending the Directive on March 24, 2014 (the “Amending
Directive”). The Amending Directive broadens the scope of the requirements described above. Member States have until January 1,
2016 to adopt the national legislation necessary to comply with the Amending Directive. The changes made under the Amending
Directive include extending the scope of the Directive to payments made to, or collected for, certain other entities and legal
arrangements. They also broaden the definition of “interest payment” to cover income that is equivalent to interest.
Disposal (including Redemption), Accruals and Changes in Value. A holder of securities who is not resident in the United
Kingdom will not be liable to United Kingdom taxation in respect of a disposal (including redemption) of a security, any gain accrued
in respect of a security or any change in the value of a security unless the holder carries on a trade, profession or vocation in the
United Kingdom through a branch or agency or, in the case of a company, through a permanent establishment and the security was
used in or for the purposes of this trade, profession or vocation or acquired for the use by or for the purposes of the branch or agency
or permanent establishment.
Inheritance Tax. Where the securities are not situate in the United Kingdom, beneficial owners of such securities who are
individuals not domiciled in the United Kingdom will not be subject to United Kingdom inheritance tax in respect of such securities.
“Domicile” usually has an extended meaning in respect of inheritance tax, so that a person who has been resident for tax purposes in
the United Kingdom for 17 out of a period of 20 years ending with the current year will be regarded as domiciled in the United
Kingdom. Where the securities are situate in the United Kingdom, beneficial owners of such securities who are individuals may be
subject to United Kingdom inheritance tax in respect of such securities on the death of the individual or, in some circumstances, if the
securities are the subject of a gift, including a transfer at less than full market value, by that individual. Inheritance tax is not generally
chargeable on gifts to individuals made more than seven years before the death of the donor. Subject to limited exclusions, gifts to
settlements (which would include, very broadly, private trust arrangements) or to companies may give rise to an immediate inheritance
tax charge. Securities held in settlements may also be subject to inheritance tax charges periodically during the continuance of the
settlement, on transfers out of the settlement or on certain other events. Investors should take their own professional advice as to
whether any particular arrangements constitute a settlement for inheritance tax purposes.
Exemption from or reduction in any United Kingdom inheritance tax liability may be available for U.S. holders under the Estate
Tax Treaty made between the United Kingdom and the United States.
Issue of securities—Stamp Duty. No United Kingdom stamp duty will generally be payable on the issue of securities provided
that, in the case of bearer securities, a statutory exemption applies, such as the exemption for securities which constitute “loan capital”
for the purposes of section 78(7) of the Finance Act 1986 (see below, under “—Transfer of securities—Stamp Duty”) or which are
denominated in a currency other than sterling.
Issue of securities—Stamp Duty Reserve Tax. No United Kingdom stamp duty reserve tax will be payable on the issue of
securities unless the securities are issued directly to the provider of a clearance service or its nominee. In that case, stamp duty reserve
tax may be chargeable at the rate of 1.5% of the issue price of the securities (although please see below, under “—Stamp Duty
Reserve Tax—Court of Justice of the European Union Decision”).
This charge may arise unless either (a) a statutory exemption is available or (b) the clearance service has made an election under
section 97A of Finance Act 1986 which applies to the relevant securities. A statutory exemption from the charge will be available (i) if
the relevant securities constitute “exempt loan capital” (see below, under “—Transfer of securities—Stamp Duty”), (ii) for certain
bearer securities provided certain conditions are satisfied or (iii) if the relevant securities constitute “regulatory capital securities” and
certain conditions are met (see below, under “—Issue and Transfers of Securities—Regulatory Capital Securities”).
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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If this charge arises, the clearance service operator or its nominee will strictly be accountable for the stamp duty reserve tax, but
in practice it will generally be reimbursed by participants in the clearance service.
Transfers of securities—Stamp Duty. No liability for United Kingdom stamp duty will arise on a transfer of, or an agreement to
transfer, full legal and beneficial ownership of any securities, provided that the securities constitute “exempt loan capital.” Broadly,
“exempt loan capital” is “loan capital” for the purposes of section 78(7) of the Finance Act 1986 which does not carry or (in the case
of (ii), (iii) and (iv) below) has not at any time prior to the relevant transfer or agreement carried any of the following rights:
(i)
a right of conversion into shares or other securities, or to the acquisition of shares or other securities, including loan capital
of the same description;
(ii) a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital;
(iii) a right to interest the amount of which falls or has fallen to be determined to any extent by reference to the results of, or of
any part of, a business or to the value of any property; or
(iv) a right on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with
what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed
in the Official List of the FCA.
Even if a security does not constitute exempt loan capital (a “Non-Exempt Security”), no stamp duty will arise on transfer of the
security if the security is held within a clearing system and the transfer is effected by electronic means, without executing any written
transfer of, or written agreement to transfer, the security.
However, if a Non-Exempt Security is transferred by means of a written instrument, or a written agreement is entered into to
transfer an interest in the security where such interest falls short of full legal and beneficial ownership of the security, the relevant
instrument or agreement may be liable to stamp duty (at the rate of 0.5% of the consideration, rounded up if necessary to the nearest
multiple of £5). If the relevant instrument or agreement is executed and retained outside the United Kingdom at all times, no stamp
duty should, in practice, need to be paid on such document. However, in the event that the relevant document is executed in or brought
into the United Kingdom for any purpose, then stamp duty may be payable. Interest may also be payable on the amount of such stamp
duty, unless the document is duly stamped within 30 days after the day on which it was executed. Penalties for late stamping may also
be payable on the stamping of such document (in addition to interest) unless the document is duly stamped within 30 days after the
day on which it was executed or, if the instrument was executed outside the United Kingdom, within 30 days of it first being brought
into the United Kingdom. However, no stamp duty will be payable on any such written transfer, or written agreement to transfer, if the
amount or value of the consideration for the transfer is £1,000 or under, and the document contains a statement that the transfer does
not form part of a larger transaction or series of transactions in respect of which the amount or value, or aggregate amount or value, of
the consideration exceeds £1,000.
In addition to the above, if a Non-Exempt Security is in registered form, and the security is transferred, or agreed to be
transferred, to a clearance service provider or its nominee, stamp duty may be chargeable (at the rate of 1.5% of the consideration for
the transfer or, if none, of the value of the relevant securities, rounded up if necessary to the nearest multiple of £5) on any document
effecting, or containing an agreement to effect, such a transfer (although please see below, under “—Stamp Duty Reserve Tax—Court
of Justice of the European Union Decision”).
If a document is subject to stamp duty, it may not be produced in civil proceedings in the United Kingdom, and may not be
available for any other purpose in the United Kingdom, until the stamp duty (and any interest and penalties for late stamping) have
been paid.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Transfers of securities—Stamp Duty Reserve Tax. No stamp duty reserve tax will be chargeable on the transfer of, or on an
agreement to transfer, full legal and beneficial ownership of a security which constitutes “exempt loan capital.”
If a security is a “Non-Exempt Security,” stamp duty reserve tax (at the rate of 0.5% of the consideration) may be chargeable on
an unconditional agreement to transfer the security. An exemption from the charge is available for certain securities in bearer form,
provided certain conditions are satisfied. In addition, an exemption from the charge will be available if the securities are held within a
clearance service, provided the clearance service has not made an election pursuant to section 97A of the Finance Act 1986 which
applies to the relevant securities. Any liability to stamp duty reserve tax which arises on such an agreement may be removed if a
transfer is executed pursuant to the agreement and either no stamp duty is chargeable on that transfer or the transfer is duly stamped
within the prescribed time limits. Where stamp duty reserve tax arises, subject to certain exceptions, it is normally the liability of the
purchaser or transferee of the securities.
In addition to the above, stamp duty reserve tax may be chargeable (at the rate of 1.5% of the consideration for the transfer or, if
none, of the value of the relevant security) on the transfer of a Non-Exempt Security to the provider of a clearance service or its
nominee (although please see below, under “—Stamp Duty Reserve Tax—Court of Justice of the European Union Decision”). This
charge may arise unless either (a) a statutory exemption is available or (b) the clearance service has made an election under section
97A of Finance Act 1986 which applies to the relevant securities. A statutory exemption from the charge will be available for certain
bearer securities provided certain conditions are satisfied. If this charge arises, the clearance service operator or its nominee will
strictly be accountable for the stamp duty reserve tax, but in practice it will generally be reimbursed by participants in the clearance
service.
Issue and Transfers of securities—“Regulatory Capital Securities.” No liability to United Kingdom stamp duty or stamp duty
reserve tax will arise on the issue or transfer of securities provided that the securities are ““regulatory capital securities” for the
purposes of the 2013 Regulations and there are no arrangements, the main purpose, or one of the main purposes, of which is to obtain
a tax advantage as a result of the application of the 2013 Regulations in respect of the securities.
Redemption of securities—Stamp Duty and Stamp Duty Reserve Tax. No stamp duty or stamp duty reserve tax will generally be
payable on the redemption of securities, provided no issue or transfer of shares or other securities is effected upon or in connection
with such redemption.
Consequences of Holding the Ordinary Shares. For a summary of certain United Kingdom tax consequences of holding the
ordinary shares see pages 394-395 of the Annual Report of Barclays PLC and Barclays Bank PLC on Form 20-F for the year ended
December 31, 2013, which is incorporated by reference herein.
Stamp Duty Reserve Tax—Court of Justice of the European Union Decision. The Court of Justice of the European Union
(“CJEU”) gave its decision in the case of HSBC Holdings plc , Vidacos Nominees Ltd v. The Commissioners of Her Majesty’s
Revenue & Customs (Case C – 596/07) on October 1, 2009. In summary, it stated that the 1.5% charge to stamp duty reserve tax on
the issue of shares to a clearance service is incompatible with the EC Capital Duty Directive.
On April 27, 2012, following the decision of the First Tier Tribunal (Tax Chamber) in HSBC Holdings PLC and The Bank of
New York Mellon Corporation v. The Commissioners for Her Majesty’s Revenue & Customs , HMRC announced that the 1.5% stamp
duty reserve tax charge is no longer applicable to the issue of U.K. shares and securities to clearance services or depositary receipt
systems anywhere in the world.
The CJEU made no express comment with respect to the compatibility with EC law of the 1.5% stamp duty reserve tax charge
on the transfer of existing securities to (as opposed to issue of new securities into) a clearance system. The position, in this regard, is
therefore unclear, although HMRC’s view is that both the 1.5% stamp duty and depositary receipt systems charges continue to apply
to the transfer of shares and securities to clearance services that are not an integral part of an issue of share capital.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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HMRC have also stated in an earlier press release that the Government’s policy position remains that transactions involving
U.K. shares should bear their fair share of tax and that they are considering further changes to the stamp duty reserve tax regime in the
light of this decision. Such changes may affect any aspects of the stamp duty and stamp duty reserve tax regimes but the 1.5% charges
to stamp duty and stamp duty reserve tax referred to in this opinion would seem particularly likely to be affected.
Specific professional advice should be sought before paying the 1.5% stamp duty reserve tax change in any circumstances.
-56-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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PLAN OF DISTRIBUTION
Initial Offering and Issue of Securities
We may issue all or part of the securities from time to time, on terms determined at that time, through underwriters, dealers
and/or agents, directly to purchasers or through a combination of any of these methods. We will set forth in the applicable prospectus
supplement:
•
the terms of the offering of the securities;
•
the names of any underwriters, dealers or agents involved in the sale of the securities;
•
the amount of securities any underwriters will subscribe for;
•
any applicable underwriting commissions or discounts, which shall be no more than 3% of the proceeds from the
offering; and
•
our net proceeds.
If we use underwriters in the issue, they will acquire the securities for their own account and they may effect distribution of the
securities from time to time in one or more transactions. These transactions may be at a fixed price or prices, which they may change,
or at prevailing market prices, or related to prevailing market prices, or at negotiated prices. The securities may be offered to the
public either through underwriting syndicates represented by managing underwriters or underwriters without a syndicate. Unless the
applicable prospectus supplement specifies otherwise, the underwriters’ obligations to subscribe for the securities will depend on
certain conditions being satisfied. If the conditions are satisfied, the underwriters will be obligated to subscribe for all of the securities
of the series, if they subscribe for any of them. The initial public offering price of any securities and any discounts or concessions
allowed or reallowed or paid to dealers may change from time to time.
If we use dealers in the issue, unless the applicable prospectus supplement specifies otherwise, we will issue the securities to the
dealers as principals. The dealers may then sell the securities to the public at varying prices that the dealers will determine at the time
of sale.
We may also issue securities through agents we designate from time to time, or we may issue securities directly. The applicable
prospectus supplement will name any agent involved in the offering and issue of the securities, and will also set forth any
commissions that we will pay. Unless the applicable prospectus supplement indicates otherwise, any agent will be acting on a best
efforts basis for the period of its appointment. Agents through whom we issue securities may enter into arrangements with other
institutions with respect to the distribution of the securities, and those institutions may share in the commissions, discounts or other
compensation received by our agents, may be compensated separately and may also receive commissions from the purchasers for
whom they may act as agents.
In connection with the issue of securities, underwriters may receive compensation from us or from subscribers of securities for
whom they may act as agents. Compensation may be in the form of discounts, concessions or commissions. Underwriters may sell
securities to or through dealers, and these dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters. Dealers may also receive commissions from the subscribers for whom they may act as agents. Underwriters,
dealers and agents that participate in the distribution of securities may be deemed to be underwriters, and any discounts or
commissions received by them from us and any profit on the sale of securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act. The prospectus supplement will identify any underwriter or agent, and describe any
compensation that we provide.
If the applicable prospectus supplement so indicates, we will authorize underwriters, dealers or agents to solicit offers to
subscribe the securities from institutional investors. In this case, the prospectus supplement will
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also indicate on what date payment and delivery will be made. There may be a minimum amount which an institutional investor may
subscribe, or a minimum portion of the aggregate principal amount of the securities which may be issued by this type of arrangement.
Institutional investors may include commercial and savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and any other institutions we may approve. The subscribers’ obligations under delayed delivery
and payment arrangements will not be subject to any conditions; however, the institutional investors’ subscription for particular
securities must not at the time of delivery be prohibited under the laws of any relevant jurisdiction in respect, either of the validity of
the arrangements, or the performance by us or the institutional investors under the arrangements.
We may enter into agreements with the underwriters, dealers and agents who participate in the distribution of the securities that
may fully or partially indemnify them against some civil liabilities, including liabilities under the Securities Act. Underwriters, dealers
and agents may be customers of, engage in transactions with, or perform services for, or be affiliates of Barclays PLC in the ordinary
course of business.
Barclays Capital Inc. is a subsidiary of Barclays PLC and may participate in one or more offerings of our securities. Rule 5121
of the consolidated rulebook of the Financial Industry Regulatory Authority (“FINRA”) (or any successor rule thereto) (“Rule 5121”)
imposes certain requirements when a FINRA member, such as Barclays Capital Inc., distributes an affiliated company’s securities,
such as our securities. Barclays Capital Inc. has advised us that each particular offering of securities in which it participates will
comply with the applicable requirements of Rule 5121.
Barclays Capital Inc. will not confirm initial issues to accounts over which it exercises discretionary authority without the prior
written approval of the customer.
Selling Restrictions
Unless the applicable prospectus supplement specifies otherwise, we will not offer the securities or any investments representing
securities of any series to the public in the United Kingdom or any member state of the European Economic Area (“EEA”) which has
implemented Directive 2003/71/EC (the “Prospectus Directive”).
Selling Restrictions Addressing United Kingdom Securities Laws
Unless otherwise specified in any agreement between us and the underwriters, dealers and/or agents in relation to the distribution
of the securities or any investments representing securities, of any series and subject to the terms specified in the agreement, any
underwriter, dealer or agent in connection with an offering of securities or any investments representing securities of any series will
confirm and agree that:
•
in relation to any securities having a maturity of less than one year:
(i)
it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business; and
(ii)
it has not offered or sold and will not offer or sell any securities other than to persons:
(A) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses; or
(A) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for
the purposes of their businesses,
where the issue of the securities would otherwise constitute a contravention of Section 19 of the FSMA by us;
•
it 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
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Section 21 of the FSMA) received by it in connection with the issue or sale of any securities or any investments
representing securities in circumstances in which Section 21(1) of the FSMA does not apply to us; and
•
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in
relation to the securities, or any investments representing securities from or otherwise involving the United Kingdom.
Public Offer Selling Restriction Under The Prospectus Directive
Unless otherwise specified in any agreement between us and the underwriters, dealers and/or agents in relation to the distribution
of the securities or any investments representing securities of any series and subject to the terms specified in the agreement, in relation
to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member
State”), any underwriter, dealer or agent in connection with an offering of securities or any investments representing securities of any
series will confirm and agree that with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the “relevant implementation date”) it has not made and will not make an offer of any securities or any
investments representing securities which are the subject of the offering contemplated by the prospectus as completed by the
prospectus supplement in relation thereto to the public in that Relevant Member State except that it may, with effect from and
including the relevant implementation date, make an offer of the securities to the public in that Relevant Member State:
•
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
•
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending
Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as
permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant underwriter or
underwriters nominated by Barclays PLC for any such offer; or
•
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of securities referred to in the bullet points above shall require us or any underwriter, dealer and/or agent to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.
The expression “an offer of any securities or any investments representing securities to the public” in relation to such securities
or investments in any relevant member state means the communication in any form and by any means of sufficient information on the
terms of the offer and the securities or investments to be offered so as to enable an investor to decide to purchase or subscribe the
securities or investments, as the same may be varied in that member state by any measure implementing the Prospectus Directive in
that member state and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the
2010 PD Amending Directive, to the extent implemented in the relevant member state), and includes any relevant implementing
measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Market-Making Resales
This prospectus may be used by an affiliate of Barclays PLC in connection with offers and sales of the securities in
market-making transactions. In a market-making transaction, such affiliate may resell a security it acquires from other holders, after
the original offering and sale of the security. Resales of this kind may occur in the open market or may be privately negotiated, at
prevailing market prices at the time of resale or at related or negotiated prices. In these transactions, such affiliate may act as principal,
or agent, including as agent for the counterparty in a transaction in which such affiliate acts as principal, or as agent for both
counterparties in a transaction in which such affiliate does not act as principal. Such affiliate may receive compensation in the form of
discounts and commissions, including from both counterparties in some cases.
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The indeterminate aggregate initial offering price relates to the initial offering of the securities described in the prospectus
supplement. This amount does not include securities sold in market-making transactions.
We do not expect to receive any proceeds from market-making transactions.
Information about the trade and settlement dates, as well as the purchase price, for a market-making transaction will be provided
to the purchaser in a separate confirmation of sale.
Unless we or an agent informs you in your confirmation of sale that your security is being purchased in its original offering and
sale, you may assume that you are purchasing your security in a market-making transaction.
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SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
We are an English public limited company. A majority of our directors and executive officers and a number of the experts
named in this document are non-residents of the United States. All or a substantial portion of the assets of those persons are located
outside the United States. Most of our assets are located outside of the United States. As a result, it may not be possible for you to
effect service of process within the United States upon those persons or to enforce against them judgments of U.S. courts based upon
the civil liability provisions of the federal securities laws of the United States. We have been advised by our English solicitors,
Clifford Chance LLP, that there is doubt as to the enforceability in the United Kingdom, in original actions or in actions for
enforcement of judgments of U.S. courts, of liabilities based solely upon the federal securities laws of the United States.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information requirements of the Exchange Act. Accordingly, we file jointly with Barclays Bank PLC,
reports and other information with the SEC.
The SEC maintains an internet site at http://www.sec.gov that contains reports and other information we file electronically with
the SEC. You may also inspect and copy reports and other information that we file with the SEC at the public reference facilities
maintained at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material may be obtained by mail from the
Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates. In addition, you
may inspect and copy that material at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on
which some of our securities are listed.
We will furnish to the trustee referred to under “Description of Debt Securities” and “Description of Contingent Convertible
Securities” annual reports, which will include a description of operations and annual audited consolidated financial statements
prepared in accordance with IFRS. We will also furnish to the trustee interim reports that will include unaudited interim summary
consolidated financial information prepared in accordance with IFRS. We will furnish to the trustee all notices of meetings at which
holders of securities are entitled to vote, and all other reports and communications that are made generally available to those holders.
FURTHER INFORMATION
We have filed with the SEC a registration statement on Form F-3 with respect to the securities offered with this prospectus. This
prospectus is a part of that registration statement and it omits some information that is contained in the registration statement. You can
access the registration statement together with exhibits on the internet site maintained by the SEC at http://www.sec.gov or inspect
these documents at the offices of the SEC in order to obtain that additional information about us and about the securities offered with
this prospectus.
VALIDITY OF SECURITIES
If stated in the prospectus supplement applicable to a specific issuance of debt securities or contingent convertible securities, the
validity of such securities under New York law may be passed upon for us by our U.S. counsel, Sullivan & Cromwell LLP. If stated in
the prospectus supplement applicable to a specific issuance of debt securities, contingent convertible securities or ordinary shares
(including the ordinary shares into which such contingent convertible securities may under certain circumstances convert), the validity
of such securities under English law may be passed upon by our English solicitors, Clifford Chance LLP. Sullivan & Cromwell LLP
may rely on the opinion of Clifford Chance LLP as to all matters of English law and Clifford Chance LLP may rely on the opinion of
Sullivan & Cromwell LLP as to all matters of New York law. If this prospectus is
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delivered in connection with an underwritten offering, the validity of the debt securities, contingent convertible securities or ordinary
shares (including the ordinary shares into which such contingent convertible securities may under certain circumstances convert) may
be passed upon for the underwriters by United States and English counsel for the underwriters specified in the related prospectus
supplement.
EXPERTS
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is
included in Management’s Report on Internal Control over Financial Reporting) of Barclays PLC incorporated in this prospectus by
reference to the combined Annual Report of Barclays PLC and Barclays Bank PLC on Form 20-F for the year ended December 31,
2013 have been so incorporated in reliance on the reports of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and accounting.
The financial statements of Barclays Bank PLC incorporated in this prospectus by reference to the combined Annual Report of
Barclays PLC and Barclays Bank PLC on Form 20-F for the year ended December 31, 2013 have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as
experts in auditing and accounting.
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EXPENSES OF ISSUANCE AND DISTRIBUTION
The following is a statement of the expenses (all of which are estimated), other than any underwriting discounts and commission
and expenses reimbursed by us, to be incurred in connection with a distribution of an assumed amount of $100,000,000 of securities
registered under this registration statement:
Securities and Exchange Commission registration fee
Printing expenses
Legal fees and expenses
Accountants’ fees and expenses
Trustee fees and expenses
Miscellaneous
Total
$
(1)
17,000
95,000
65,000
10,000
20,000
$ 207,000
(1) Deferred in accordance with Rule 456(b) and 457(r) under the Securities Act.
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PART II OF FORM F-3
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Directors and Officers
The relevant provision of the Articles of Association of Barclays PLC (the “Articles”) in respect of indemnification of directors
and officers is Article 147. Terms defined in the Articles shall, unless the context otherwise requires, have the same meaning when
used in this section.
Article 147 of the articles of association of Barclays provides:
(147.1) To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every
person who is or was a director or other officer of the Company (other than any person (whether or not an officer of the Company)
engaged by the Company as auditor) shall be and shall be kept indemnified out of the assets of the Company against all costs, charges,
losses and liabilities incurred by him (whether in connection with any negligence, default, breach of duty or breach of trust by him or
otherwise as a director or such other officer of the Company) in relation to the Company or its affairs provided that such indemnity
shall not apply in respect of any liability incurred by him:
(147.1.1) to the Company or to any associated company;
(147.1.2) to pay a fine imposed in criminal proceedings;
(147.1.3) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement
of a regulatory nature (howsoever arising);
(147.1.4) in defending any criminal proceedings in which he is convicted;
(147.1.5) in defending any civil proceedings brought by the Company, or an associated company, in which judgment is given
against him; or
(147.1.6) in connection with any application under any of the following provisions in which the court refuses to grant him relief,
namely:
(a) section 661(3) or (4) of the Act (acquisition of shares by innocent nominee); or
(b) section 1157 of the Act (general power to grant relief in case of honest and reasonable conduct).
(147.2) In articles 147.1.4, 147.1.5 or 147.1.6 the reference to a conviction, judgment or refusal of relief is a reference to one that
has become final. A conviction, judgment or refusal of relief becomes final:
(147.2.1) if not appealed against, at the end of the period for bringing an appeal; or
(147.2.2) if appealed against, at the time when the appeal (or any further appeal) is disposed of.
An appeal is disposed of:
(147.2.3) if it is determined and the period for bringing any further appeal has ended; or
(147.2.4) if it is abandoned or otherwise ceases to have effect.
(147.3) To the extent permitted by the Act and without prejudice to any indemnity to which he may otherwise be entitled, every
person who is or was a director of the Company acting in its capacity as a trustee of an occupational pension scheme shall be and shall
be kept indemnified out of the assets of the Company against
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all costs, charges, losses and liabilities incurred by him in connection with the Company’s activities as trustee of the scheme provided
that such indemnity shall not apply in respect of any liability incurred by him:
(147.3.1) to pay a fine imposed in criminal proceedings;
(147.3.2) to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement
of a regulatory nature (howsoever arising); or
(147.3.3) in defending criminal proceedings in which he is convicted.
For the purposes of this article, a reference to a conviction is to the final decision in the proceedings. The provisions of article
147.2 shall apply in determining when a conviction becomes final.
(147.4) Without prejudice to article 147.1 or to any indemnity to which a director may otherwise be entitled, and to the extent
permitted by the Act and otherwise upon such terms and subject to such conditions as the board may in its absolute discretion think fit,
the board shall have the power to make arrangements to provide a director with funds to meet expenditure incurred or to be incurred
by him in defending any criminal or civil proceedings or in connection with an application under section 661(3) or (4) of the Act
(acquisition of shares by innocent nominee) or section 1157 of the Act (general power to grant relief in case of honest and reasonable
conduct) or in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory
authority or to enable a director to avoid incurring any such expenditure.
(147.5) Where at any meeting of the board or a committee of the board any arrangement falling within article 147.4 is to be
considered, a director shall be entitled to vote and be counted in the quorum at such meeting unless the terms of such arrangement
confers upon such director a benefit not generally available to any other director; in that event, the interest of such director in such
arrangement shall be deemed to be a material interest for the purposes of article 108 and he shall not be so entitled to vote or be
counted in the quorum.
(147.6) To the extent permitted by the Act, the board may exercise all the powers of the Company to purchase and maintain
insurance for the benefit of a person who is or was:
(147.6.1) a director, alternate director or secretary of the Company or of a company which is or was a subsidiary undertaking of
the Company or in which the Company has or had an interest (whether direct or indirect); or
(147.6.2) trustee of a retirement benefits scheme or other trust in which a person referred to in article 147.6.1 is or has been
interested,
indemnifying him and keeping him indemnified against liability for negligence, default, breach of duty or breach of trust or other
liability which may lawfully be insured against by the Company.
Barclays is subject to the provisions of the U.K. Companies Act 2006 (the “2006 Act”). The relevant provisions of the 2006 Act
in respect of indemnification of directors and officers are sections 205, 206, 232 to 238 inclusive and 1157.
Section 205 (Exception for expenditure on defending proceedings etc.) of the 2006 Act provides:
(1) Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc.) for anything
done by a company—
(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by
him (i) in defending any criminal or civil proceedings in connection with any alleged
II-2
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negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or (ii) in connection
with an application for relief (see subsection (5)), or
(b) to enable any such director to avoid incurring such expenditure,
if it is done on the following terms.
(2) The terms are—
(a) that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected
with the thing done is to be discharged, in the event of (i) the director being convicted in the proceedings, (ii) judgment being given
against him in the proceedings, or (iii) the court refusing to grant him relief on the application; and
(b) that it is to be so repaid or discharged not later than (i) the date when the conviction becomes final, (ii) the date when the
judgment becomes final, or (iii) the date when the refusal of relief becomes final.
(3) For this purpose a conviction, judgment or refusal of relief becomes final—
(a) if not appealed against, at the end of the period for bringing an appeal;
(b) if appealed against, when the appeal (or any further appeal) is disposed of.
(4) An appeal is disposed of—
(a) if it is determined and the period for bringing any further appeal has ended, or
(b) if it is abandoned or otherwise ceases to have effect.
(5) The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under section 661(3) or
(4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to
grant relief in case of honest and reasonable conduct).
Section 206 (Exception for expenditure in connection with regulatory action or investigation) of the 2006 Act provides:
Approval is not required under section 197, 198, 200 or 201 (requirement of members’ approval for loans etc.) for anything done
by a company—
(a) to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by
him in defending himself (i) in an investigation by a regulatory authority, or (ii) against action proposed to be taken by a regulatory
authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an
associated company, or
(b) to enable any such director to avoid incurring such expenditure.
Section 232 (Provisions protecting directors from liability) of the 2006 Act provides:
(1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach
to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.
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(2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company,
or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or
breach of trust in relation to the company of which he is a director is void, except as permitted by—
(a) section 233 (provision of insurance),
(b) section 234 (qualifying third party indemnity provision), or
(c) section 235 (qualifying pension scheme indemnity provision).
(3) This section applies to any provision, whether contained in a company’s articles or in any contract with the Company or
otherwise.
(4) Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing
with conflicts of interest.
Section 233 (Provision of insurance) of the 2006 Act provides:
Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining
for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.
Section 234 (Qualifying third party indemnity provision) of the 2006 Act provides:
(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity
provision.
(2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other
than the company or an associated company.
Such provision is qualifying third party indemnity provision if the following requirements are met.
(3) The provision must not provide any indemnity against—
(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority
by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director (i) in defending criminal proceedings in which he is convicted, or (ii) in defending civil
proceedings brought by the company, or an associated company, in which judgment is given against him, or (iii) in connection with an
application for relief (see subsection (6)) in which the court refuses to grant him relief.
(4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.
(5) For this purpose—
(a) a conviction, judgment or refusal of relief becomes final (i) if not appealed against, at the end of the period for bringing an
appeal, or (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is
abandoned or otherwise ceases to have effect.
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(6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4)
(power of court to grant relief in case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant
relief in case of honest and reasonable conduct).
Section 235 (Qualifying pension scheme indemnity provision) of the 2006 Act provides:
(1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity
provision.
(2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an
occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme.
Such provision is qualifying pension scheme indemnity provision if the following requirements are met.
(3) The provision must not provide any indemnity against—
(a) any liability of the director to pay (i) a fine imposed in criminal proceedings, or (ii) a sum payable to a regulatory authority
by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or
(b) any liability incurred by the director in defending criminal proceedings in which he is convicted.
(4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.
(5) For this purpose—
(a) a conviction becomes final (i) if not appealed against, at the end of the period for bringing an appeal, or (ii) if appealed
against, at the time when the appeal (or any further appeal) is disposed of; and
(b) an appeal is disposed of (i) if it is determined and the period for bringing any further appeal has ended, or (ii) if it is
abandoned or otherwise ceases to have effect.
(6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the
Finance Act 2004 (c. 12) that is established under a trust.
Section 236 (Qualifying indemnity provision to be disclosed in directors report) of the 2006 Act provides:
(1) This section requires disclosure in the directors’ report of—
(a) qualifying third party indemnity provision, and
(b) qualifying pension scheme indemnity provision.
Such provision is referred to in this section as “qualifying indemnity provision.”
(2) If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in
force for the benefit of one or more directors of the company, the report must state that such provision is in force.
(3) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of
one or more persons who were then directors of the company, the report must state that such provision was in force.
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(4) If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one
or more directors of an associated company, the report must state that such provision is in force.
(5) If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of
one or more persons who were then directors of an associated Company, the report must state that such provision was in force.
Section 237 (Copy of qualifying indemnity provision to be available for inspection) of the 2006 Act provides:
(1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—
(a) to the company of which he is a director (whether the provision is made by that company or an associated company), and
(b) where the provision is made by an associated company, to that company.
(2) That company or, as the case may be, each of them must keep available for inspection—
(a) a copy of the qualifying indemnity provision, or
(b) if the provision is not in writing, a written memorandum setting out its terms.
(3) The copy or memorandum must be kept available for inspection at—
(a) the company’s registered office, or
(b) a place specified in regulations under section 1136.
(4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the
provision and must be kept available for inspection during that time.
(5) The company must give notice to the registrar—
(a) of the place at which the copy or memorandum is kept available for inspection, and
(b) of any change in that place,
unless it has at all times been kept at the company’s registered office.
(6) If default is made in complying with subsection (2), (3) or (4), or default is made for 14 days in complying with subsection
(5), an offence is committed by every officer of the Company who is in default.
(7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the
standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.
(9) In this section “qualifying indemnity provision” means—
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(a) qualifying third party indemnity provision, and
(b) qualifying pension scheme indemnity provision.
Section 238 (Right of member to inspect and request copy) of the 2006 Act provides:
(1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member
of the company without charge.
(2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a
copy of any such copy or memorandum.
The copy must be provided within seven days after the request is received by the company.
(3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is
committed by every officer of the Company who is in default.
(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the
standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.
(5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be,
direct that the copy required be sent to the person requiring it.
Section 1157 (Power of court to grant relief in certain cases) of the 2006 Act provides:
(1) If in proceedings for negligence, default, breach of duty or breach of trust against—
(a) an officer of a company, or
(b) a person employed by a company as auditor (whether he is or is not an officer of the company),
it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably,
and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be
excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.
(2) If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence,
default, breach of duty or breach of trust—
(a) he may apply to the court for relief, and
(b) the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him
for negligence, default, breach of duty or breach of trust had been brought.
(3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may,
if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in
part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered
for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge
may think proper.
In addition, Barclays PLC has procured directors’ and officers’ liability insurance, for the benefit of its directors and officers
against suit by third parties. The terms and extent of such coverage are reviewed annually.
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Item 9. Exhibits
Description
Number
1.1
—
Form of Underwriting Agreement for debt securities (incorporated by reference to the Form F-3
(Registration No. 333-173886) filed by Barclays PLC with the SEC on May 3, 2011).
1.2
—
Form of Underwriting Agreement for contingent convertible securities (incorporated by reference to the
Form F-3/A (Registration No. 333-173886) filed by Barclays PLC with the SEC on July 29, 2013).
1.3
—
Form of Underwriting Agreement for ordinary shares.*
3.1
—
Articles of Association of Barclays PLC (incorporated by reference to Form 6-K (File No. 001-09246) filed
with the Securities and Exchange Commission on May 2, 2013).
4.1
—
Form of Senior Debt Indenture between Barclays PLC and The Bank of New York Mellon, as Trustee.
4.2
—
Form of Dated Subordinated Debt Indenture between Barclays PLC and The Bank of New York Mellon, as
Trustee.
4.3
—
Contingent Convertible Securities Indenture between Barclays PLC and The Bank of New York Mellon, as
Trustee, dated November 20, 2013.
4.4
—
4.5
—
First Supplemental Indenture to the Contingent Convertible Securities Indenture, dated as of November 20,
2013, between Barclays PLC and The Bank of New York Mellon, London Branch, as Trustee (incorporated
by reference to Form 6-K (File No. 001-09246) filed with the Securities and Exchange Commission on
November 20, 2013).
Second Supplemental Indenture to the Contingent Convertible Securities Indenture, dated as of December
10, 2013, between Barclays PLC and The Bank of New York Mellon, London Branch, as Trustee
(incorporated by reference to Form 6-K (File No. 001-09246) filed with the Securities and Exchange
Commission on December 10, 2013).
The Company will, upon request of the Securities and Exchange Commission, furnish copies of trust deeds
and instruments relating to other long-term debt instruments of the Barclays Group.
5.1
—
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to the validity of the debt
securities and contingent convertible securities.
5.2
—
Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to the validity of the debt securities,
contingent convertible securities and ordinary shares.
8.1
—
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to certain matters of U.S. taxation.
8.2
—
Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to certain matters of United
Kingdom taxation (included in Exhibit 5.2 above).
12.1
—
Calculation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges, preference
share dividends and similar appropriations securities (incorporated by reference to the Form 20-F (File No.
001-09246) filed with the SEC on March 14, 2014).
23.1
—
Consent of PricewaterhouseCoopers LLP.
23.2
—
Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1 above).
23.3
—
Consent of Clifford Chance LLP (included in Exhibit 5.2 above).
24.1
—
Powers of Attorney of certain Directors and Officers of Barclays PLC.
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Description
Number
24.2
—
Power of Attorney of Barclays PLC’s Authorized Representative in the United States.
25.1
—
Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.
25.2
—
Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.2 above.
25.3
—
Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.3 above.
*
To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit on Form 6-K and
incorporated herein by reference.
Item 10. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the
foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3)
of the Securities Act if such financial statements and information are contained in
II-9
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Table of Contents
periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement
as of the date the filed prospectus was deemed part of and included in the Registration Statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a Registration Statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of the Registration Statement relating to the securities in the
Registration Statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. Provided , however , that no statement made in a Registration Statement or prospectus that is part of the
Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or
prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration
Statement or made in any such document immediately prior to such effective date.
(6) That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial
distribution of the securities, in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or
referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the
undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(7) That, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(8) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust
Indenture Act.
II-10
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Table of Contents
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
II-11
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant, Barclays PLC, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form F-3 and has duly caused this Form F-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in London, United Kingdom on May 2, 2014.
BARCLAYS PLC
By:
/s/ Tushar Morzaria
Name: Tushar Morzaria
Title: Group Finance Director
Pursuant to the requirements of the Securities Act of 1933, this Form F-3 has been signed below by the following persons in the
capacities indicated, on May 2, 2014.
Signature:
Title:
*
Sir David Walker
Group Chairman
*
Antony Jenkins
Group Chief Executive
(Board and Executive Committee member)
/s/ Tushar Morzaria
Tushar Morzaria
Group Finance Director
(Board and Executive Committee member)
*
Mike Ashley
Non-executive Director
(Board member)
*
Tim Breedon
Non-executive Director
(Board member)
*
Simon Fraser
Non-executive Director
(Board member)
Crawford Gillies
Non-executive Director
(Board member)
*
Reuben Jeffery III
Non-executive Director
(Board member)
*
Wendy Lucas-Bull
Non-executive Director
(Board member)
Dambisa Moyo
Non-executive Director
(Board member)
*
Frits van Paasschen
Non-executive Director
(Board member)
II-12
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Table of Contents
Signature:
Title:
*
Sir Michael Rake
Non-executive Director
(Board member)
*
Diane de Saint Victor
Non-executive Director
(Board member)
*
Sir John Sunderland
Non-executive Director
(Board member)
*
Steve Thieke
Non-executive Director
(Board member)
*
Joe Busuttil
Authorized Representative in the United States
*By: /s/ Tushar Morzaria
Name: Tushar Morzaria
Title: Attorney-in-Fact
II-13
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Table of Contents
INDEX TO EXHIBITS
Description
Number
1.1
—
Form of Underwriting Agreement for debt securities (incorporated by reference to the Form F-3
(Registration No. 333-173886) filed by Barclays PLC with the SEC on May 3, 2011).
1.2
—
Form of Underwriting Agreement for contingent convertible securities (incorporated by reference to the
Form F-3/A (Registration No. 333-173886) filed by Barclays PLC with the SEC on July 29, 2013).
1.3
—
Form of Underwriting Agreement for ordinary shares.*
3.1
—
Articles of Association of Barclays PLC (incorporated by reference to Form 6-K (File No. 001-09246) filed
with the Securities and Exchange Commission on May 2, 2013).
4.1
—
Form of Senior Debt Indenture between Barclays PLC and The Bank of New York Mellon, as Trustee.
4.2
—
Form of Dated Subordinated Debt Indenture between Barclays PLC and The Bank of New York Mellon, as
Trustee.
4.3
—
Contingent Convertible Securities Indenture between Barclays PLC and The Bank of New York Mellon, as
Trustee, dated November 20, 2013.
4.4
—
4.5
—
First Supplemental Indenture to the Contingent Convertible Securities Indenture, dated as of November 20,
2013, between Barclays PLC and The Bank of New York Mellon, London Branch, as Trustee (incorporated
by reference to Form 6-K (File No. 001-09246) filed with the Securities and Exchange Commission on
November 20, 2013).
Second Supplemental Indenture to the Contingent Convertible Securities Indenture, dated as of December
10, 2013, between Barclays PLC and The Bank of New York Mellon, London Branch, as Trustee
(incorporated by reference to Form 6-K (File No. 001-09246) filed with the Securities and Exchange
Commission on December 10, 2013).
The Company will, upon request of the Securities and Exchange Commission, furnish copies of trust deeds
and instruments relating to other long-term debt instruments of the Barclays Group.
5.1
—
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to the validity of the debt
securities and contingent convertible securities.
5.2
—
Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to the validity of the debt securities,
contingent convertible securities and ordinary shares.
8.1
—
Opinion of Sullivan & Cromwell LLP, U.S. counsel for the Registrant, as to certain matters of U.S. taxation.
8.2
—
Opinion of Clifford Chance LLP, English solicitors to the Registrant, as to certain matters of United
Kingdom taxation (included in Exhibit 5.2 above).
12.1
—
Calculation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges, preference
share dividends and similar appropriations securities (incorporated by reference to the Form 20-F (File No.
001-09246) filed with the SEC on March 14, 2014).
23.1
—
Consent of PricewaterhouseCoopers LLP.
23.2
—
Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1 above).
23.3
—
Consent of Clifford Chance LLP (included in Exhibit 5.2 above).
24.1
—
Powers of Attorney of certain Directors and Officers of Barclays PLC.
II-14
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Table of Contents
Number
Description
24.2
—
Power of Attorney of Barclays PLC’s Authorized Representative in the United States.
25.1
—
Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.
25.2
—
Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.2 above.
25.3
—
Statement of Eligibility of Trustee on Form T-1 with respect to Exhibit 4.3 above.
*
To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit on Form 6-K and
incorporated herein by reference.
II-15
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Exhibit 4.1
BARCLAYS PLC,
Issuer
TO
THE BANK OF NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH
Trustee
INDENTURE
Dated as of []
Senior Debt Securities
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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BARCLAYS PLC
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Senior Securities Indenture, dated as of [ ].
Trust Indenture Act Section
Senior Debt Securities Indenture Section
§310
(a)(1)
(a)(2)
(a)(3)
(a)(4)
(b)
6.09
6.09
Not Applicable
Not Applicable
6.08
6.10
§311
(a)
(b)
(a)
6.13
6.13
7.01
7.02(a)
(b)
(c)
(a)
(b)
(c)
(d)
(a)
(b)
(c)(1)
(c)(2)
(c)(3)
(d)
(e)
(f)
(a)
(b)
(c)
(d)(1)
(d)(2)
(e)
(a)(1)(A)
(a)(1)(B)
(a)(2)
(a)(last sentence)
(b)
(a)(1)
(a)(2)
7.02(b)
7.02(c)
7.03(a)
7.03(a)
1.06, 7.03(a)
7.03(b)
7.04
Not Applicable
1.02
1.02
Not Applicable
Not Applicable
1.02
Not Applicable
6.01, 6.03
6.02
5.04, 6.01
6.01, 6.03
6.01, 6.03
5.14
5.02, 5.12
5.13
Not Applicable
1.01
5.08
5.03
5.04
§312
§313
§314
§315
§316
§317
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Trust Indenture Act Section
§318
(b)
(a)
Senior Debt Securities Indenture Section
10.03
1.07
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Senior Debt Securities Indenture.
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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TABLE OF CONTENTS
ARTICLE 1
DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION
Page
Section 1.01 Definitions
Section 1.02 Compliance Certificates and Opinions
Section 1.03 Form of Documents Delivered to Trustee
Section 1.04 Acts of Holders
Section 1.05 Notices, etc. to Trustee and Company
Section 1.06 Notice to Holders; Waiver
Section 1.07 Conflict with Trust Indenture Act
Section 1.08 Effect of Headings and Table of Contents
Section 1.09 Successors and Assigns
Section 1.10 Separability Clause
Section 1.11 Benefits of Senior Debt Securities Indenture
Section 1.12 Governing Law
Section 1.13 Saturdays, Sundays and Legal Holidays
Section 1.14 Appointment of Agent for Service
Section 1.15 Calculation Agent
Section 1.16 Waiver of Jury Trial
Section 1.17 Force Majeure
Section 2.01 Forms Generally
Section 2.02 Form of Trustee’s Certificate of Authentication
1
8
9
10
11
12
12
13
13
13
13
13
13
14
14
14
15
ARTICLE 2
SENIOR DEBT SECURITY FORMS
15
15
ARTICLE 3
Section 3.01 Amount Unlimited; Issuable in Series
THE SENIOR DEBT SECURITIES
Section 3.02 Denominations
Section 3.03 Execution, Authentication, Delivery and Dating
Section 3.04 Temporary Senior Debt Securities
Section 3.05 Registration, Registration of Transfer and Exchange
Section 3.06 Mutilated, Destroyed, Lost and Stolen Senior Debt Securities
Section 3.07 Payment
Section 3.08 Persons Deemed Owners
Section 3.09 Cancellation
Section 3.10 Computation of Interest
Section 3.11 CUSIP Numbers
16
19
19
20
21
23
24
25
25
25
25
ARTICLE 4
Section 4.01 Satisfaction and Discharge of Senior Debt Securities Indenture
SATISFACTIONAND DISCHARGE
Section 4.02 Application of Trust Money
Section 4.03 Defeasance Upon Deposit of Moneys or Government Obligations
26
27
27
-iii-
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ARTICLE 5
REMEDIES
Page
Section 5.01 Events of Default
Section 5.02 Acceleration of Maturity; Rescission and Annulment
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee
Section 5.04 Trustee May File Proofs of Claim
Section 5.05 Trustee May Enforce Claims Without Possession of Senior Debt Securities
Section 5.06 Application of Money Collected
Section 5.07 Limitation on Suits
Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any
Section 5.09 Restoration of Rights and Remedies
Section 5.10 Rights and Remedies Cumulative
Section 5.11 Delay or Omission Not Waiver
Section 5.12 Control by Holders
Section 5.13 Waiver of Past Events of Default
Section 5.14 Undertaking for Costs
Section 5.15 Waiver of Usury, Stay or Extension Laws
29
29
30
31
32
32
33
34
34
34
34
34
35
35
36
ARTICLE 6
Section 6.01 Certain Duties and Responsibilities
THE TRUSTEE
Section 6.02 Notice of Defaults
Section 6.03 Certain Rights of Trustee
Section 6.04 Not Responsible for Recitals or Issuance of Senior Debt Securities
Section 6.05 May Hold Senior Debt Securities
Section 6.06 Money Held in Trust
Section 6.07 Compensation and Reimbursement
Section 6.08 Disqualification; Conflicting Interests
Section 6.09 Corporate Trustee Required; Eligibility
Section 6.10 Resignation and Removal; Appointment of Successor
Section 6.11 Acceptance of Appointment by Successor
Section 6.12 Merger, Conversion, Consolidation or Succession to Business
Section 6.13 Preferential Collection of Claims
Section 6.14 Appointment of Authenticating Agent
Section 6.15 Trustee’s Application for Instructions from the Company
36
37
37
39
39
39
39
40
41
41
42
44
44
44
47
ARTICLE 7
Section 7.01 Company to Furnish Trustee Names and Addresses
ofLHolders
HOLDERS
ISTSAND REPORTSBY TRUSTEEAND COMPANY
Section 7.02 Preservation of Information; Communications to Holders
Section 7.03 Reports by Trustee
Section 7.04 Reports by Company
46
46
47
47
ARTICLE 8
Section 8.01 Company May Consolidate, etc. Only on Certain
Terms
CONSOLIDATION
, MERGER, CONVEYANCEOR TRANSFER
Section 8.02 Successor Person Substituted
Section 8.03 Assumption of Obligations
48
48
49
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ARTICLE 9
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Holders
Section 9.02 Supplemental Indentures with Consent of Holders
Section 9.03 Execution of Supplemental Indentures
Section 9.04 Effect of Supplemental Indentures
Section 9.05 Conformity with Trust Indenture Act
Section 9.06 Reference in Senior Debt Securities to Supplemental Indentures
Section 10.01 Payment of Principal, Premium, and Interest
Section 10.02 Maintenance of Office or Agency
Section 10.03 Money for Payments to Be Held in Trust
Section 10.04 Additional Amounts
Section 10.05 Corporate Existence
Section 10.06 Statement as to Compliance
ARTICLE 10
COVENANTS
ARTICLE 11
Section 11.01 Applicability of Article
REDEMPTIONOF SENIOR DEBT SECURITIES
Section 11.02 Election to Redeem; Notice to Trustee
Section 11.03 Selection by Trustee of Senior Debt Securities to Be Redeemed
Section 11.04 Notice of Redemption
Section 11.05 Deposit of Redemption Price
Section 11.06 Senior Debt Securities Payable on Redemption Date
Section 11.07 Senior Debt Securities Redeemed in Part
Section 11.08 Optional Redemption
Section 11.09 Optional Redemption Due to Changes in Tax Treatment
Section 11.10 Optional Redemption Due to Issuance of Definitive Senior Debt Securities
Section 11.11 Officer’s Certificate Related to PRA Consent
Section 12.01 U.K. Bail-in Power Acknowledgement.
ARTICLE 12
U.K. BAIL-IN POWER
Page
50
51
52
53
53
53
53
53
54
55
57
57
57
58
58
58
59
59
60
60
60
63
64
61
-v-
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SENIOR DEBT SECURITIES INDENTURE, dated as of [], between 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 and THE BANK OF NEW YORK
MELLON ACTING THROUGH ITS LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”), having its Corporate
Trust Office at One Canada Square, London E14 5AL, United Kingdom.
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this Senior Debt Securities Indenture to provide for the issuance from time to time of its
unsecured and unsubordinated debentures, notes or other evidences of indebtedness (herein called the “Senior Debt Securities”), to be issued in one or more series as in
this Senior Debt Securities Indenture provided.
All things necessary to make this Senior Debt Securities Indenture a valid agreement of the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS SENIOR DEBT SECURITIES INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Senior Debt Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of Senior Debt Securities and holders of Coupons, if any, as follows:
ARTICLE 1
DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION
Section 1.01 Definitions. For all purposes of this Senior Debt Securities Indenture, except as otherwise expressly provided or unless the context otherwise
requires:
(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and,
except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United Kingdom at the date of such computation and as applied by the Company; and
(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Senior Debt Securities Indenture as a whole and not to any
particular Article, Section or other subdivision.
-1-
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Certain terms, used principally in Article Six, are defined when first used.
“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.
“Additional Amounts” has the meaning specified in Section 10.04.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.
“Applicable Law” has the meaning specified in Section 10.04.
“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Senior Debt Securities of one or more series.
“Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five
(5) days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be The Financial
Times of London, if practicable, and which, in the United States, will be The Wall Street Journal , if practicable, and if it shall be impracticable to make any
publication of any notice required hereby in any such newspaper, shall mean any publication or other notice in lieu thereof which is made or given as determined by the
Trustee.
“Authorized Officer” means any Director, the officer of the Company for the time being holding the office of Group Finance Director or Barclays Treasurer or
any Managing Director (or person with similar title and status) in Barclays Treasury (or successor department).
“Beneficial Owners” shall mean (a) with respect to Global Securities, the beneficial owners of the Senior Debt Securities (b) with respect to definitive Senior
Debt Securities, the Holders in whose names the Senior Debt Securities are registered in the Senior Debt Security Register.
“Board of Directors” means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company, which
board of directors or committee may, to the extent permitted by applicable law, delegate its authority.
“Board Resolution” means a copy of a resolution certified by a Company Secretary or by a Director, Associate Director or Manager (or any other person with
similar title and status) of Barclays Corporate Secretariat (or any successor department thereto), or by such other person authorized or duly appointed by the Board of
Directors, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.
“Business Day” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Senior Debt Securities of any particular series,
each Monday, Tuesday,
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Wednesday, Thursday and Friday which is not a day on which banking institutions in London, England or in that Place of Payment are authorized or obligated by law or
executive order to close.
“Calculation Agent” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any
series of Senior Debt Securities.
“Capital Regulations” means, at any time, the regulations, requirements, standards, guidelines and policies relating to capital adequacy 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.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.
“Companies Act 2006” means the Companies Act 2006 of England and Wales.
“Company” means the Person named as the “Company” in the first paragraph of this Senior Debt Securities Indenture until a successor corporation shall have
become such pursuant to the applicable provisions of this Senior Debt Securities Indenture, and thereafter “Company” shall mean such successor corporation.
“Company Order” and “Company Request” mean, respectively, a written order or request signed in the name of the Company by any Authorized Officer or
Director or Vice President in the Treasury Execution Services, Long Term Unsecured Funding/Capital section (or any successor section thereto) of Barclays Treasury
(or any other person with similar title and status), and delivered to the Trustee.
“Corporate Trust Office” means the Corporate Trust Office referenced in the applicable indenture supplemental hereto establishing the terms of the Dated
Subordinated Debt Securities of a Series in which the Trustee’s corporate trust business is principally administered, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the Company).
The term “corporation” includes corporations, associations, joint-stock companies and business trusts.
“Coupon” or “Coupons” means any interest coupon or coupons, as the case may be, appertaining to any Senior Debt Securities and includes any talons for
further interest coupons.
“Defaulted Interest” has the meaning specified in Section 3.07.
-3-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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“Depositary” means, with respect to Senior Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Senior Debt Securities as contemplated by
Section 3.01.
“Dollar” or “$” or any similar reference means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.
“Event of Default” has the meaning specified in Section 5.01.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, at the date as of which this instrument was executed; provided ,
however , that in the event the United States Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent required by any such
amendment, the United States Securities Exchange Act of 1934 as so amended.
“FATCA Withholding Tax” has the meaning specified in Section 10.04.
“Foreign Currency” means a currency issued by the government of any country other than the United States of America as at the time of payment is legal tender
for the payment of public and private debts.
“Foreign Government Securities” means with respect to Senior Debt Securities and Coupons, if any, of any series that are denominated in a Foreign Currency,
non-callable (i) direct obligations of the government that issued such Foreign Currency for the payment of which obligations its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which obligations is
unconditionally guaranteed as a full faith and credit obligation of such government.
“Global Security” means with respect to Senior Debt Securities issued in registered form, a global certificate evidencing all or part of a series of Senior Debt
Securities, authenticated and delivered to the Depositary and registered in the name of the Depositary or its nominee.
“Group” means Barclays PLC (or any successor holding company of Barclays Bank PLC) and its consolidated subsidiaries.
“Holder” means a Person in whose name a registered Senior Debt Security in global or definitive form is registered in the Senior Debt Security Register.
The term “interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable
after Maturity.
“Interest Payment Date”, when used with respect to any Senior Debt Security, means the Stated Maturity of any installment of interest on such Senior Debt
Security.
“Maturity”, when used with respect to any Senior Debt Security, means the date, if any, on which the principal of such Senior Debt Security becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by call for redemption, winding up of the Company or otherwise.
-4-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“Officer’s Certificate” means a certificate delivered to the Trustee and signed by any Authorized Officer or Director or Vice President in the Treasury
Execution Services, Long Term Unsecured Funding/Capital section (or any successor section thereto) of Barclays Treasury (or any other person with similar title
and status).
“Opinion of Counsel” means a written opinion of legal advisors, who may be legal advisors for the Company or other legal advisors, such counsel to be
acceptable to the Trustee.
“Original Issue Discount Security” means any Senior Debt Security which provides for an amount less than the principal amount to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.
“Outstanding”, when used with respect to Senior Debt Securities or any series of Senior Debt Securities means, as of the date of determination, all Senior Debt
Securities or all Senior Debt Securities of such series, as the case may be, theretofore authenticated and delivered under this Senior Debt Securities Indenture, except :
(i) Senior Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(ii) Senior Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government Securities in
the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent) for the Holders of such Senior Debt Securities; provided that, if such Senior Debt Securities are to
be redeemed, notice of such redemption has been duly given pursuant to this Senior Debt Securities Indenture or provision therefor satisfactory to the Trustee has been
made; and
(iii) Senior Debt Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other Senior Debt Securities have been
authenticated and delivered pursuant to this Senior Debt Securities Indenture;
provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Senior Debt Securities of any series have given any
request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Senior Debt Security denominated in a Foreign Currency
shall be the Dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Senior Debt Security, of the
principal amount of such Senior Debt Security; and (ii) Senior Debt Securities beneficially owned by the Company or any other obligor upon the Senior Debt Securities
or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Senior Debt Securities which the Trustee actually knows to
be so beneficially owned shall be so disregarded;
-5-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
providedfurther, however, that Senior Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Senior Debt Securities and that the pledgee is not the Company or any
other obligor upon the Senior Debt Securities or any Affiliate of the Company or of such other obligor.
“Paying Agent” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any) or interest, if
any, on any Senior Debt Securities on behalf of the Company.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.
“Place of Payment”, when used with respect to the Senior Debt Securities of any series, means the place or places where the principal of (and premium, if any)
and interest, if any, on the Senior Debt Securities of that series are payable as specified pursuant to Section 3.01 or, if not so specified, as specified in Section 10.02.
“Predecessor Security” of any particular Senior Debt Security means every previous Senior Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Senior Debt Security; and, for the purposes of this definition, any Senior Debt Security authenticated and delivered under Section 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Senior Debt Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Senior Debt Security.
“PRA” means the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United Kingdom (or if the Company
becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of the
Company.
“Redemption Date”, when used with respect to any Senior Debt Security to be redeemed, means the date fixed for such redemption by or pursuant to this Senior
Debt Securities Indenture.
“Redemption Price”, when used with respect to any Senior Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to this Senior
Debt Securities Indenture.
“Regular Record Date” for any interest payable on any Interest Payment Date on registered Senior Debt Securities of any series means the date specified for the
purpose pursuant to Section 3.01.
“Relevant U.K. Resolution Authority” has the meaning set forth in the definition of U.K. Bail-In Power.
“Responsible Officer”, when used with respect to the Trustee, means, any officer assigned to the Corporate Trust Administration Unit (or any successor division
or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Senior Debt Securities
Indenture, and for the purposes of
-6-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 6.01(d)(ii) and Section 6.02 shall also include any other officer of the Trustee to whom any corporate trust matter is referred because of such officer’s
knowledge of and familiarity with the particular subject.
“Senior Debt Securities” has the meaning set forth in the recitals of the Company herein and more particularly means any Senior Debt Securities issued,
authenticated and delivered under this Senior Debt Securities Indenture.
“Senior Debt Securities Indenture” or “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by
one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular series of Senior
Debt Securities established pursuant to Section 3.01.
“Senior Debt Security” means one of the Senior Debt Securities.
“Senior Debt Security Register” and “Senior Debt Security Registrar” have the respective meanings specified in Section 3.05.
“Stated Maturity”, when used with respect to any Senior Debt Security or any installment of principal thereof or interest thereon, means the date, if any,
specified in, or determined in accordance with the terms of, such Senior Debt Security or in the relevant Coupon, if any, appertaining thereto as the fixed date on which
the principal of such Senior Debt Security or such installment of interest is due and payable.
“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.
“Subsidiary” has the meaning attributed thereto by Section 1159 of the Companies Act 2006.
“Taxes” has the meaning specified in Section 10.04.
“Tax Event” has the meaning specified in Section 11.09.
“Taxing Jurisdiction” has the meaning specified in Section 10.04.
“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the
applicable provisions of this Senior Debt Securities Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder, and if at any time there
is more than one such Person, “Trustee” shall mean and include each such Person; and “Trustee” as used with respect to the Senior Debt Securities of any series shall
mean the Trustee with respect to the Senior Debt Securities of such series.
“Trust Indenture Act” means the United States Trust Indenture Act of 1939, as in force at the date as of which this instrument was executed, provided ,
however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.
-7-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“U.K. Bail-In Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in
effect and applicable in the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or
requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the
Council establishing a framework for the recovery and resolution of credit institutions and investment firms, and/or within the context of a U.K. resolution
regime under the U.K. Banking Act 2009, as amended, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or
investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the Company or any other
person (and a reference to the “ Relevant U.K. Resolution Authority ” is to any authority with the ability to exercise a U.K. Bail-In Power).
“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.
“United States of America” means the United States of America and, except in the case of Section 6.09 and Section 6.14, its territories and possessions.
“U.S. Government Obligations” means (a) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case
(i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (b) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act, as amended) as custodian with respect to any U.S. Government Obligation which is specified in (a) above and held by such bank for the account of the holder of
such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any
amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
“Vice President”, when used with respect to the Trustee, means any vice president, whether or not designated by a number or a word or words added before or
after the title “vice president”.
“Withheld Amount” has the meaning specified in Section 5.03.
Section 1.02 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Senior Debt Securities Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating
-8-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
that all conditions precedent, if any, provided for in this Senior Debt Securities Indenture relating to the proposed action have been complied with and an Opinion of
Counsel stating that in the opinion of the legal advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such documents is specifically required by any provision of this Senior Debt Securities Indenture relating
to such particular application or request, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Senior Debt Securities Indenture shall include:
(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion
are based;
(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.
Section 1.03 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or
representation with respect to such matters is erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under
this Senior Debt Securities Indenture, they may, but need not, be consolidated and form one instrument.
-9-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 1.04 Acts of Holders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Senior Debt
Securities Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such
Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such
instrument or instruments are delivered to the Trustee and, when it is hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Senior Debt Securities Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) If the Company shall solicit from the Holders of Senior Debt Securities of any series any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at its option, by Board Resolution or other means, fix in advance a record date for purposes of determining the identity of Holders of
registered Senior Debt Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no
obligation to do so. Any such record date shall be fixed at the Company’s discretion; provided , however , that the Company may not set a record date for, and the
provisions of this Section 1.04(c) shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in Section 1.04(d). If
such a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record
date, but only the Holders of registered Senior Debt Securities of record at the close of business on such record date shall be deemed to be Holders of registered Senior
Debt Securities for the purpose of determining whether Holders of the requisite proportion of Senior Debt Securities of such series Outstanding have authorized or
agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the registered Senior Debt Securities of
such series Outstanding shall be computed as of such record date.
(d) Upon receipt by the Trustee from any Holder of Senior Debt Securities of a particular series of (i) any notice of default or breach referred to in Section 5.01
with respect to Senior Debt Securities of such series, if such default or breach has occurred and is continuing and the Trustee shall not have given such notice to the
Company, (ii) any declaration of acceleration referred to in Section 5.02, if an Event of Default with
-10-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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respect to Senior Debt Securities of such series has occurred and is continuing and the Trustee shall not have given such a declaration to the Company, or (iii) any
direction referred to in Section 5.12 with respect to Senior Debt Securities of such series, if the Trustee shall not have taken the action specified in such direction, then
the Trustee may set a record date for determining the Holders of Outstanding Senior Debt Securities of such series entitled to join in such notice, declaration, or
direction. The Trustee will notify the Company and the Holders of Outstanding Senior Debt Securities of such series of any such record date so fixed. The Holders of
Outstanding Senior Debt Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction,
whether or not such Holders remain Holders after such record date.
(e) The ownership of registered Senior Debt Securities shall be proved by the Senior Debt Security Register.
(f) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Senior Debt Security shall bind every future Holder
of the same Senior Debt Security and the Holder of every Senior Debt Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof
in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such
Senior Debt Security or such other Senior Debt Security.
Section 1.05 Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Senior Debt Securities Indenture to be made upon, given or furnished to, or filed with,
(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing to the Trustee at its Corporate Trust Office, or
(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, addressed to it at the address of its registered office specified in the first paragraph of this Senior Debt Securities Indenture (unless
another address has been previously furnished in writing to the Trustee by the Company, in which case at the last such address) or faxed to +44 20 7155 9000 marked
“Attention: Company Secretary”.
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, Portable Document Format (PDF),
facsimile transmission or other similar unsecured electronic methods, provided , however , that the Trustee shall have received from the Company an incumbency
certificate listing persons designated to give such instructions or directions and containing the titles and specimen signatures of such designated persons, which such
incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or
-11-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of
such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon and compliance with such instructions notwithstanding a conflict or inconsistency between such instructions and a subsequent written instruction. The Company
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of
the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.
Section 1.06 Notice to Holders; Waiver. When this Senior Debt Securities Indenture provides for notice to Holders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided), in the case of Global Securities, if given in accordance with the applicable procedures of the Depositary and, in the
case of all Senior Debt Securities, if given in writing and mailed, first-class postage prepaid, to each Holder of a registered Senior Debt Security affected by such event
in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to Section 7.03(a) of this Senior Debt Securities
Indenture, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.
For so long as the Senior Debt Securities of any series are represented by Global Securities, the Company will deliver all notices with respect to such series to
the Depositary for such Senior Debt Security (or its designee).
When notice to Holders of registered Senior Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to
any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Senior Debt Securities Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance
upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be determined by the Trustee shall constitute a sufficient notification for every purpose hereunder.
Section 1.07 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required
under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case
may be. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Senior Debt Securities
Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not be so required or
imposed (in whole or in part) if this Senior Debt Securities Indenture were executed at such future time, the Company and the Trustee may enter into one or more
indentures supplemental hereto pursuant to Section 9.01 to
-12-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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change or eliminate (in whole or in part) such provision or limitation of this Senior Debt Securities Indenture in conformity with the requirements of the Trust Indenture
Act as then in force, except that (subject to Article Nine) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(1),
(d)(2), (d)(3) and (e), 316(a)(1)(A), (a)(1)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which this Senior Debt Securities
Indenture was executed may be so changed or eliminated.
Section 1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.
Section 1.09 Successors and Assigns. All covenants and agreements in this Senior Debt Securities Indenture by the Company shall bind its successors and
assigns, whether so expressed or not. All covenants and agreements in this Senior Debt Securities Indenture by the Trustee shall bind its successors and assigns, whether
so expressed or not.
Section 1.10 Separability Clause. In case any provision in this Senior Debt Securities Indenture or in the Senior Debt Securities or the Coupons 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 1.11 Benefits of Senior Debt Securities Indenture. Nothing in this Senior Debt Securities Indenture or in the Senior Debt Securities or the Coupons,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of Senior Debt Securities or the holders of
Coupons, any benefit or any legal or equitable right, remedy or claim under this Senior Debt Securities Indenture.
Section 1.12 Governing Law. This Senior Debt Securities Indenture and the Senior Debt Securities and the Coupons shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to the principles of conflicts of laws of that State, except that the authorization and execution
of this Senior Debt Securities Indenture, the Senior Debt Securities and the Coupons shall be governed (in addition to the laws of the State of New York relevant to
execution) by the respective jurisdictions of organization of the Company and the Trustee, as the case may be.
Section 1.13 Saturdays, Sundays and Legal Holidays. The terms of the Senior Debt Securities (and Coupons, if any) shall provide that, in any case where any
Interest Payment Date, Redemption Date, Maturity or Stated Maturity of a Senior Debt Security shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Senior Debt Securities Indenture or the Senior Debt Securities or Coupons other than a provision in the Senior Debt
Securities or Coupons that specifically states that such provision shall apply in lieu of this Section) payments of interest, if any, or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment (or such other Business Day as
shall be provided in such Senior Debt Security or Coupon) with the same force and effect as if made on such Interest Payment Date, Redemption Date, Maturity or
Stated Maturity, provided that no interest shall accrue on such payment for the period from and after such Interest Payment Date, Redemption Date, Maturity or
-13-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Stated Maturity, as the case may be and provided, further, that if such next succeeding Business Day at any Place of Payment would fall in the succeeding Financial
Year (as defined by reference to Section 390 of the Companies Act 2006) of the Company, payment may be made in full on the immediately preceding Business Day at
such Place of Payment with the same force and effect as if made on the Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be.
Section 1.14 Appointment of Agent for Service. By the execution and delivery of this Indenture, the Company hereby designates Barclays Bank PLC (New York
Branch), 745 Seventh Avenue, New York, New York 10019, Attention: General Counsel as its authorized agent upon which process may be served in any suit or
proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Senior Debt Securities, the Coupons or this
Senior Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said agent shall be deemed in every respect effective service of
process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York. Such appointment shall be irrevocable
so long as any of the Senior Debt Securities remain Outstanding until the appointment of a successor by the Company and such successor’s acceptance of such
appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The Company further agrees to take any and all
action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of said
agent in full force and effect so long as any of the Senior Debt Securities shall be Outstanding. The Trustee shall not be obligated and shall have no responsibility with
respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any
Federal or State court in the Borough of Manhattan, The City of New York in which any such suit or proceeding is so instituted, waives, to the extent it may effectively
do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.
Section 1.15 Calculation Agent. If the Company appoints a Calculation Agent pursuant to Section 3.01 with respect to any series of Senior Debt Securities, any
determination of the interest rate on, or other amounts in relation to, such series of Senior Debt Securities in accordance with the terms of such series of Senior 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.
Section 1.16 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A DEBT SECURITY BY ITS
ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SENIOR DEBT SECURITIES OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
-14-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 1.17 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or
computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances.
ARTICLE 2
SENIOR DEBT SECURITY FORMS
Section 2.01 Forms Generally. The Senior Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as shall be
established by or pursuant to a Board Resolution, or in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Senior Debt Securities Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or regulation made
pursuant thereto or with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Senior Debt Securities and
Coupons, all as evidenced by any such execution.
The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14.
The definitive Senior Debt Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods or may be
produced in any other manner permitted by the rules of any securities exchange on which the Senior Debt Securities may be listed, all as determined by the officers
executing such Senior Debt Securities, as evidenced by their execution thereof.
Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Debt Securities of the series designated herein referred to in the within-mentioned Senior Debt Securities Indenture.
Dated:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
Authorized Signatory
-15-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 3
THE SENIOR DEBT SECURITIES
Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of Senior Debt Securities which may be authenticated and delivered under
this Senior Debt Securities Indenture is unlimited. The Senior Debt Securities may be issued in one or more series.
There shall be established by or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an Officer’s
Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Senior Debt Securities of any series,
(a) the title of the Senior Debt Securities of the series (which shall distinguish the Senior Debt Securities of the series from all other Senior Debt Securities);
(b) any limit upon the aggregate principal amount of the Senior Debt Securities of the series that may be authenticated and delivered under this Senior Debt
Securities Indenture (except for Senior Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Senior Debt
Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Senior Debt Securities which, pursuant to Section 3.03, are deemed never
to have been authenticated and delivered hereunder);
(c) the Person to whom any interest on a Senior Debt Security of the series shall be payable, if other than the person in whose name that Senior Debt Security (or
one or more Predecessor Senior Debt Securities) is registered at the close of business on the Regular Record Date for that interest;
(d) the date or dates on which the principal of (and premium, if any, on) the Senior Debt Securities of the series is payable;
(e) the rate or rates, if any, at which the Senior Debt Securities of the series shall accrue interest or the manner of calculation of such rate or rates, if any, the date
or dates, if any, from which such interest shall accrue, whether Section 3.07 shall apply to the Senior Debt Securities of such series, the Interest Payment Dates on
which such interest, if any, shall be payable or the manner of determination of such Interest Payment Dates, if other than as specified in Section 3.07 including the
determination of the Record Date, and, in the case of registered Senior Debt Securities, the Regular Record Date for the interest payable on any Interest Payment Date,
and any dates required to be established pursuant to Section 7.01;
(f) whether any premium, upon redemption or otherwise, shall be payable by the Company on Senior Debt Securities of the series;
(g) whether the Senior Debt Securities of the series are to be issued as Original Issue Discount Securities and the amount of the discount at which such Original
Issue Discount Securities may be issued;
-16-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(h) provisions, if any, for the discharge and defeasance of Senior Debt Securities of the series;
(i) any additional condition to which payment of any principal of (or premium, if any) or interest on Senior Debt Securities of the series will be subject;
(j) the place or places where the principal of (and premium, if any) and any interest on Senior Debt Securities of the series shall be payable, and the Paying
Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Senior Debt Securities of such series, at least one of which
Paying Agents shall have an office or agency in the Borough of Manhattan, The City of New York;
(k) other than with respect to any redemption of the Senior Debt Securities pursuant to Sections 11.08 and 11.09, whether or not such series of Senior Debt
Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, the period or periods within which, the price or prices at which and
the terms and conditions upon which, Senior Debt Securities of the series may be redeemed, including the date referred to in Section 11.08;
(l) if there are any conditions on the Company repurchasing the Senior Debt Securities of the series, such conditions;
(m) the obligation, if any, of the Company to redeem or purchase Senior Debt Securities of the series pursuant to any sinking fund or analogous provisions or at
the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Senior Debt Securities of
the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation (except with respect to any redemption of Senior Debt Securities pursuant to
Section 11.08);
(n) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Senior Debt Securities of the series in each applicable
form shall be issuable;
(o) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Senior Debt Securities of the
series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Senior Debt
Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim pursuant to Section 5.04;
(p) if Additional Amounts, pursuant to Section 10.04, will not be payable by the Company;
(q) whether the Senior Debt Securities of the series will be issued in registered form or in bearer form or both and, if bearer securities will be issued, whether or
not the Senior Debt Securities will be issued with Coupons attached and any other provisions related to bearer securities, whether a Global Security will initially be
executed and delivered, whether registered Senior Debt Securities of the series may be exchanged for
-17-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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bearer Senior Debt Securities of the series and viceversa, and the circumstances under which any such exchanges, if permitted, may be made and whether any
restrictions will be applicable to the offer, sale or delivery of bearer or registered Senior Debt Securities;
(r) if other than Dollars, provisions, if any, for the Senior Debt Securities of the series to be denominated, and payments thereon to be made, in Foreign
Currencies and specifying the manner and place of payment thereon and any other terms with respect thereto and the manner of determining the equivalent thereof in
Dollars for purposes of the definition of “Outstanding” in Section 1.01;
(s) if other than the currency in which the Senior Debt Securities of that series are denominated, the currency in which payment of the principal of (and premium,
if any) or interest, if any, on the Senior Debt Securities of such series shall be payable;
(t) if the principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of such series are to be payable, at the election of the Company or a
Holder thereof, in a currency other than that in which the Senior Debt Securities are denominated, the period or periods within which, and the terms and conditions upon
which, such election may be made;
(u) whether the Senior Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the initial Holder with
respect to such Global Security or Senior Debt Securities;
(v) if the Senior Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary Senior Debt
Security of such series or otherwise) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such
certificates, documents or conditions;
(w) if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Senior Debt Securities of the series may be determined with
reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation Agent, if
any, who shall be appointed and authorized to calculate such amounts;
(x) the terms, if any, on which such Senior Debt Securities may or shall be converted into or exchanged at the option of the Company or otherwise for stock or
other securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an index or indices of such securities, into the cash
value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such Senior Debt Securities
may or shall be so converted or exchanged;
(y) any other Events of Default or covenants with respect to the Senior Debt Securities of such series and, if other than as specified in this Senior Debt Securities
Indenture, the terms thereof;
-18-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(z) the forms of Senior Debt Securities of the series and any Coupons appertaining thereto;
(aa) any applicable additional provision or provisions related to the U.K. Bail-In Power; and
(bb) any other terms of the series (which terms shall not be inconsistent with the provisions of this Senior Debt Securities Indenture, except as permitted by
Section 9.01(d)).
All Senior Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in any such
indenture supplemental hereto.
If the forms of Senior Debt Securities of any series and any Coupons to be attached thereto, or any of the terms thereof, are established by action taken by the
Board of Directors of the Company, copies of the Board Resolutions in respect thereof shall be delivered to the Trustee at or prior to the delivery of the Company Order
pursuant to Section 3.03 for the authentication and delivery of such Senior Debt Securities.
Section 3.02 Denominations. The Senior Debt Securities of each series shall be issuable in such denominations as shall be specified as contemplated by
Section 3.01. In the absence of any such specification with respect to the Senior Debt Securities of any series, the Senior Debt Securities of each series shall be issuable
in denominations of $1,000 and any integral multiple thereof.
Section 3.03 Execution, Authentication, Delivery and Dating. The Senior Debt Securities and any Coupons shall be executed on behalf of the Company by any
two of the following: any of its Authorized Officers or any Director or Vice President in the Treasury Execution Services, Long Term Unsecured Funding/Capital
section (or any successor section thereto) of Barclays Treasury. The signature of any of these officers on the Senior Debt Securities or the Coupons may be manual or
facsimile. Senior Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall
bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Senior Debt
Securities or Coupons.
At any time and from time to time after the execution and delivery of this Senior Debt Securities Indenture, the Company may deliver Senior Debt Securities of
any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Senior Debt
Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Senior Debt Securities. In authenticating such Senior Debt
Securities and accepting the additional responsibilities under this Senior Debt Securities Indenture in relation to such Senior Debt Securities the Trustee shall be entitled
to receive, and (subject to Section 6.01) shall be fully protected in relying upon, Officer’s Certificate and an Opinion of Counsel, each stating that the form and terms
thereof have been established in conformity with the provisions of this Dated Subordinated Debt Securities Indenture, and complying with Section 1.02.
-19-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The Trustee shall not be required to authenticate such Senior Debt Securities if the issue of such Senior Debt Securities pursuant to this Senior Debt
Securities Indenture will affect the Trustee’s own rights, duties or immunities under the Senior Debt Securities or any Coupons and this Senior Debt Securities
Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
Each registered Senior Debt Security shall be dated the date of its authentication.
No Senior Debt Security or Coupon appertaining thereto shall be entitled to any benefit under this Senior Debt Securities Indenture or be valid or obligatory for
any purpose unless there appears on such Senior Debt Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of
the Trustee by manual signature, and such certificate upon any Senior Debt Security shall be conclusive evidence, and the only evidence, that such Senior Debt Security
has been duly authenticated and delivered hereunder and that such Senior Debt Security or Coupon is entitled to the benefits of this Senior Debt Securities Indenture.
Notwithstanding the foregoing, if any Senior Debt Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the
Company shall deliver such Senior Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Senior Debt Securities Indenture
such Senior Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Senior Debt
Securities Indenture.
Section 3.04 Temporary Senior Debt Securities. Pending the preparation of definitive Senior Debt Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Senior Debt Securities substantially of the tenor of the definitive Senior Debt Securities in lieu of
which they are issued, which Senior Debt Securities may be printed, lithographed, typewritten, photocopied or otherwise produced. Temporary Senior Debt Securities
may be issued as registered Senior Debt Securities in any authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Senior Debt Securities may determine, all as evidenced by such execution.
If temporary Senior Debt Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Senior Debt Securities,
definitive Senior Debt Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Senior Debt Securities of such series, the
temporary Senior Debt Securities of such series shall be exchangeable for definitive Senior Debt Securities of such series containing identical terms and provisions
upon surrender of the temporary Senior Debt Securities of such series (including any and all unmatured Coupons or matured Coupons in default attached thereto) at the
office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary
Senior Debt Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of
definitive Senior Debt Securities of the same series of authorized denominations containing identical terms and provisions. Until so exchanged, unless otherwise
provided therein or in a supplemental indenture relating thereto, the temporary Senior Debt Securities of any series shall in all respects be entitled to the same benefits
(but shall be subject to all the limitations of rights) under this Senior Debt Securities Indenture as definitive Senior Debt Securities of such series.
-20-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 3.05 Registration, Registration of Transfer and Exchange.
(a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Senior Debt Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Senior Debt Securities and of transfers of Senior Debt Securities. The
Trustee is hereby appointed “Senior Debt Security Registrar” for the purpose of registering Senior Debt Securities and transfers of Senior Debt Securities as herein
provided.
Upon surrender for registration of transfer of any Senior Debt Security of a series at the office or agency of the Company in a Place of Payment for that series,
the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new
Senior Debt Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
At the option of the Holder, Senior Debt Securities of any series may be exchanged for other Senior Debt Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount upon surrender of the Senior Debt Securities to be exchanged at such office or agency. Whenever any
Senior Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make available for delivery, the Senior Debt
Securities which the Holder making the exchange is entitled to receive.
All Senior Debt Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Senior Debt Securities Indenture, as the Senior Debt Securities surrendered upon such registration of transfer or
exchange.
Every Senior Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Senior Debt Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, 9.06 or 11.07 not involving any transfer.
If the Senior Debt Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to issue, register
the
-21-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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transfer of or exchange any Senior Debt Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of
business fifteen (15) days before the day of the mailing of a notice of redemption of any such Senior Debt Securities selected for redemption under Section 11.03 and
ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Senior Debt Security so selected for redemption in whole or
in part, except the unredeemed portion of any Senior Debt Security being redeemed in part.
(b) Except as otherwise specified pursuant to Section 3.01, registered Senior Debt Securities of any series may be exchanged for a like aggregate principal
amount of registered Senior Debt Securities of such series of other authorized denominations containing identical terms and provisions. Senior Debt Securities to be
exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02 for such purpose, and the Company shall execute, and the
Trustee shall authenticate and deliver, in exchange therefor the Senior Debt Security or Senior Debt Securities of the same series which the Holder making the exchange
shall be entitled to receive.
(c) The provisions of this Section 3.05(c) shall apply only to Global Securities unless as otherwise specified as contemplated by Section 3.01:
(i) Each Global Security authenticated under this Senior Debt Securities Indenture shall be registered in the name of the Depositary designated for such Global
Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single
Senior Debt Security for all purposes of this Senior Debt Securities Indenture.
(ii) Notwithstanding any other provision in this Senior Debt Securities Indenture, no Global Security may be exchanged in whole or in part for Senior Debt
Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global
Security or a nominee thereof unless (A) such Depositary (x) has notified the Company that it is unwilling or unable to continue as Depositary for such Global
Security or (y) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect
to such Global Security, (C) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a particular series should be
exchanged for definitive Senior Debt Securities of that series in registered form or (D) there shall exist such circumstances, if any, in addition to or in lieu of the
foregoing as have been specified for this purpose as contemplated by Section 3.01.
(iii) Subject to Clause (ii) above, any exchange of a Global Security for other Senior Debt Securities may be made in whole or in part, and all Senior Debt
Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.
-22-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(iv) Every Security authenticated and made available for delivery upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any
portion thereof, whether pursuant to this Section 3.05, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the form of, and shall be,
a Global Security, unless such Senior Debt Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.
Section 3.06 Mutilated, Destroyed, Lost and Stolen Senior Debt Securities. If any mutilated Senior Debt Security or Coupon (including any Global Security) is
surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Senior Debt Security, authenticate and deliver, or in the case of a Coupon
deliver, in exchange therefor a new Senior Debt Security or Coupon of the same series containing identical terms and provisions and of like amount, and bearing a
number not contemporaneously outstanding.
If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Senior Debt Security
(including any Global Security) or Coupon and (b) such security or indemnity as may be required by them to save each of them and any agent of any of them harmless,
then, in the absence of notice to the Company or the Trustee that such Senior Debt Security or Coupon has been acquired by a bona fide purchaser, the Company shall
execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen Senior Debt
Security or Coupon a new Senior Debt Security or Coupon of the same series containing identical terms and provisions and of the amount, and bearing a number not
contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Senior Debt Security or Coupon has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Senior Debt Security or Coupon, pay such Senior Debt Security or Coupon.
Upon the issuance of any new Senior Debt Security or Coupon under this Section, the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.
Every new Senior Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Senior Debt Security or Coupon
shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Senior Debt Security or Coupon shall be at any
time enforceable by anyone, and shall be entitled to all the benefits of this Senior Debt Securities Indenture equally and proportionately with any and all other Senior
Debt Securities and Coupons of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Senior Debt Securities or Coupons.
-23-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 3.07 Payment. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, interest on any
Senior Debt Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.
Any interest on any series of Senior Debt Securities which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such
Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (a) or (b) below:
(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Senior Debt Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the
following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Senior Debt Security of such series
and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) days and not less than ten (10) days prior to the date of the
proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company
of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be given to each Holder of Senior Debt Securities of such series in the manner set forth in Section 1.06, not less than ten (10) days prior to such
Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest
shall be paid to the Persons in whose names the Senior Debt Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following Clause (b).
(b) The Company may make payment of any Defaulted Interest on the Senior Debt Securities of any series in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Senior Debt Securities may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.
In the case of registered Senior Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of New York
will be made in Dollars by check drawn on, or, at the request of the Holder, by wire transfer of same-day funds to a Dollar account maintained by the payee with, a bank
in The City of New York.
-24-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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In the case of registered Senior Debt Securities where payment is to be made in a Foreign Currency, payment will be made as established pursuant to
Section 3.01.
Subject to the foregoing provisions of this Section, each Senior Debt Security delivered under this Senior Debt Securities Indenture upon registration of transfer
of or in exchange for or in lieu of any other Senior Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other
Senior Debt Security.
Section 3.08 Persons Deemed Owners. Prior to due presentment of a registered Senior Debt 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 such Senior Debt Security is registered as the owner of such Senior Debt Security for the
purpose of receiving (subject to Section 3.07) payment of principal of (and premium, if any) and interest, if any, on such Senior Debt Security and for all other purposes
whatsoever, whether or not such Senior Debt Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected
by notice to the contrary.
Section 3.09 Cancellation. All Senior Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for credit
against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Senior Debt Securities previously authenticated and delivered hereunder and Coupons which the
Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person for delivery to the Trustee) for cancellation any Senior
Debt Securities previously authenticated hereunder and Coupons which the Company has not issued and sold, and all Senior Debt Securities and Coupons so delivered
shall be promptly cancelled by the Trustee. No Senior Debt Securities shall be authenticated in lieu of or in exchange for any Senior Debt Securities cancelled as
provided in this Section, except as expressly permitted by the provisions of the Senior Debt Securities of any series or pursuant to the provisions of this Senior Debt
Securities Indenture. The Trustee shall deliver to the Company all cancelled Senior Debt Securities and Coupons held by the Trustee.
Section 3.10 Computation of Interest. Except as otherwise specified pursuant to Section 3.01 for Senior Debt Securities of any series, and as set forth in such
Senior Debt Securities, payments of interest on the Senior Debt Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.
Section 3.11 CUSIP Numbers. The Company in issuing the Senior Debt Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Senior Debt Securities or as contained in any notice of a redemption and that reliance may be placed only on the
other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will
promptly notify the Trustee in writing of any change in the “CUSIP” numbers.
-25-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 4
SATISFACTIONAND DISCHARGE
Section 4.01 Satisfaction and Discharge of Senior Debt Securities Indenture. This Senior Debt Securities Indenture shall upon Company Request cease to be of
further effect with respect to Senior Debt Securities of any series (except as to any surviving rights of registration of transfer or exchange of Senior Debt Securities of
such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge
of this Senior Debt Securities Indenture with respect to the Senior Debt Securities of such series when
(a) either
(i) all Senior Debt Securities of such series theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than (x) Senior Debt
Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and (y) Senior Debt Securities or
Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or
(ii) all Senior Debt Securities and Coupons referred to in clause (i) above not theretofore delivered to the Trustee for cancellation
(A) have become due and payable or will become due and payable at their Stated Maturity within one (1) year, or
(B) are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,
and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash, or U.S. Government Obligations
(with respect to Senior Debt Securities denominated in Dollars) or Foreign Government Securities (with respect to Senior Debt Securities denominated in the same
Foreign Currency) maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient to pay and discharge all
claims with respect to such Senior Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and
accrued interest, if any, to the date of such deposit (in the case of Senior Debt Securities and Coupons which have become due and payable) or to the Stated Maturity
or Redemption Date, as the case may be;
-26-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Senior Debt Securities of such series;
and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Senior Debt Securities Indenture with respect to the Senior Debt Securities of such series have been complied with.
Notwithstanding any satisfaction and discharge of this Senior Debt Securities Indenture, the obligations of the Company to the Trustee under Section 6.07, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if cash, U.S. Government Obligations and/or Foreign Government Securities shall have
been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section, the obligations of the Trustee under Section 4.02 and the last paragraph of
Section 10.03 shall survive such satisfaction and discharge.
Section 4.02 Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all cash, U.S. Government Obligations and Foreign
Government Securities deposited with the Trustee pursuant to Section 4.01 shall be held in trust and such cash and the proceeds from such U.S. Government
Obligations and/or Foreign Government Securities shall be applied by it, in accordance with the provisions of the Senior Debt Securities of such series, any Coupons
appertaining thereto and this Senior Debt Securities Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such cash, U.S.
Government Obligations and/or Foreign Government Securities have been deposited with the Trustee.
Section 4.03 Defeasance Upon Deposit of Moneys or Government Obligations. At the Company’s option, either (1) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to any series of Senior Debt Securities after the applicable conditions set forth below have been
satisfied, or (2) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 8.01 or Section 8.02 or any
covenant set forth in any indenture supplemental hereto or otherwise established pursuant to Section 3.01(x), 9.01(b) or 9.01(f) (“Covenant Defeasance”), with respect
to any series of Senior Debt Securities at any time after the applicable conditions set forth below have been satisfied:
(a) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or its agent as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Senior Debt Securities of such series and the holders of any Coupons appertaining thereto (i) money in an
amount, or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide, not later
than the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), in each case sufficient, in the opinion (with respect to (ii) and (iii)) of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and
-27-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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interest on, the outstanding Senior Debt Securities of such series and any Coupons appertaining thereto on the respective Stated Maturities, in accordance with the terms
of this Indenture and such Senior Debt Securities;
(b) if the Senior Debt Securities of such series are then listed on any securities exchange, the Company shall have delivered to the Trustee an Opinion of Counsel
to the effect that the exercise of the option under this Section 4.03 would not cause such Senior Debt Securities to be delisted;
(c) no event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Senior Debt Securities of such series shall
have occurred and be continuing at the time of such deposit;
(d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Senior Debt Securities of such series will not
recognize income, gain or loss for Federal income tax purposes as a result of the exercise of the option under this Section 4.03 and will be subject to Federal income tax
on the same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, and, in the case of Senior Debt
Securities being Discharged, such opinion shall be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or a
revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service; and
(e) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to
such Discharge or Covenant Defeasance have been complied with.
“Discharged” means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Senior
Debt Securities of such series and to have satisfied all the obligations under this Indenture relating to the Senior Debt Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the same), except (1) the rights of Holders of Senior Debt Securities of such series to receive,
from the trust fund described in clause (a) above payment of the principal of and the interest on such Senior Debt Securities when such payments are due; (2) the
Company’s obligations with respect to such Senior Debt Securities under Section 3.05, 3.06, 10.02 and 10.03; and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.
Notwithstanding any Covenant Defeasance with respect to Sections 8.01 and 8.02, any corporation or Person that would otherwise have been required to assume
the obligations of the Company pursuant to said Sections shall be required, as a condition to any merger, consolidation, amalgamation, transfer, conveyance or lease
contemplated thereby, to assume the obligations of the Company to the Trustee under Section 6.07.
-28-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 5
REMEDIES
Section 5.01 Events of Default. “Event of Default”, wherever used herein with respect to Senior Debt Securities of a particular series, means (i) that, whatever
the reason for such Event of Default and whether it shall be voluntary or involuntary or, subject to the penultimate paragraph of Section 5.03, be effected by operation
of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body, except as otherwise provided
as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, the Company failed to pay any principal or any interest on any Senior Debt
Securities of that series within fourteen (14) days from the due date for payment and the principal or interest has not been duly paid within a further fourteen (14) days
following written notice from the Trustee to the Company or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the
Outstanding Senior Debt Securities of that series requiring the non-payment to be made good, (ii) the making of an order by an English court of competent jurisdiction
which is not successfully appealed within thirty (30) days of the making of such order, or the valid adoption by the shareholders of the Company of an effective
resolution, for the winding up of the Company (other than under or in connection with a scheme of reconstruction, merger or amalgamation not involving bankruptcy or
insolvency), (iii) any other Event of Default provided with respect to Senior Debt Securities of such series pursuant to Section 3.01 or (iv) the default in the
performance, or breach, of any covenant or warranty of the Company in this Senior Debt Securities Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section 5.01 specifically dealt with) provided, that default or breach has not been remedied within twenty-one
(21) days of receipt by the Company and the Trustee from the Holders of at least 25% aggregate principal amount of the Outstanding Senior Debt Securities of that
series of a written notice requiring the breach to be remedied or written notice from the Trustee to the Company requiring the breach to be remedied.
Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Senior Debt Securities of any series and is
continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities
of such series may declare the principal amount of, any accrued but unpaid interest (or, in the case of Original Issue Discount Securities, such portion of the principal
amount of such Original Issue Discount Securities as may be specified by the terms thereof) on all the Senior Debt Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by such Holder or Holders), and upon any such declaration such principal and interest
(or specified amount) shall become immediately due and payable.
At any time after such a declaration of acceleration with respect to Senior Debt Securities of any series has been made but before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holder or Holders of a majority in aggregate principal amount of
the Outstanding Senior Debt Securities of such series, by written notice to the Company and the Trustee, may rescind such declaration of acceleration and its
consequences (including any Event of Default under another series of Senior Debt Securities arising therefrom) but only if
(a) the Company has paid or deposited with the Trustee a sum sufficient to pay
-29-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(i) the principal of (and premium, if any, on) any Senior Debt Securities of such series which have become due otherwise than by such declaration of
acceleration and any due and payable interest, and overdue interest, if any, thereon at the rate or rates prescribed therefor in such Senior Debt Securities,
(ii) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and
(b) all Events of Default with respect to Senior Debt Securities of such series have been cured or waived as provided in Section 5.13.
No such rescission shall affect any subsequent default or impair any right consequent thereon.
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that, if it fails to pay any principal or any interest on any Senior Debt Securities of that series within fourteen (14) days from the due
date for payment and the principal or interest has not been duly paid within a further fourteen (14) days following written notice from the Trustee to the Company or to
the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Debt Securities of that series requiring the
non-payment to be made good, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Senior Debt Securities and the holders of
any Coupons appertaining thereto, the whole amount then due and payable on such Senior Debt Securities and Coupons for principal (and premium, if any) and interest,
if any, and interest on any overdue principal (and premium, if any), at the rate or rates prescribed therefor in such Senior Debt Securities; and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel.
If an Event of Default with respect to Senior Debt Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Senior Debt Securities of such series and holders of any Coupons appertaining thereto by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this
Senior Debt Securities Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including the institution of proceedings
for the winding up of the Company in England (but not elsewhere).
The Trustee and Holders of Senior Debt Securities by their acceptance thereof will be deemed to have waived any right of set-off or counterclaim with respect to
the Senior Debt Securities or this Senior Debt Securities Indenture that they might otherwise have against the Company.
Notwithstanding the foregoing, failure to make any payment in respect of a series of Senior Debt Securities shall not be a default in respect of such Senior Debt
Securities if such
-30-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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payment is withheld or refused (i) in order to comply with any law or regulation or with the order of any court of competent jurisdiction or (ii) in case of doubt as to the
validity or applicability of any such law, regulation or order, in accordance with advice given as to such validity or applicability at any time before the expiry of such
period of fourteen (14) days by independent legal advisors chosen by the Company and acceptable to the Trustee (the “Withheld Amount”); provided , however , that
the Trustee may by notice to the Company require the Company to take such action (including but not limited to proceedings for a declaration by a court of competent
jurisdiction) as the Trustee may be advised in an Opinion of Counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the
circumstances to resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final
resolution of the doubt resulting therefrom. If any such action results in a determination that the relevant payment can be made without violating any applicable law,
regulation or order then the provisions of the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of fourteen
(14) days after the Trustee gives written notice to the Company informing it of such determination.
In lieu of the Trustee taking the above actions, upon failure to make payment, if lawful, the Company may place the Withheld Amounts or a sum equal to the
Withheld Amounts promptly on interest bearing deposit set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the
Holders of the Senior Debt Securities. The Company will give notice if at any time it is lawful to pay any Withheld amounts to the Holders or holders of Coupons or if
such payment is possible as soon as any doubt as to the validity or applicability of the law, regulation or order is resolved. The notice will give the date on which the
Withheld Amount and the interest accrued on it will be paid. This date shall be the earliest day after the day on which it is decided Withheld Amounts can be paid on
which the interest bearing deposit falls due for repayment or may be repaid without penalty. On such date, the Company shall be bound to pay the Withheld Amount
together with interest accrued on it, the payment due date. Payment of the Withheld Amounts will be subject to applicable laws, regulations or court orders, without
prejudice to Section 10.04. Interest accrued on any Withheld Amount shall be paid net of any taxes required by applicable law to be withheld or deducted and the
Company shall not be obliged to pay any Additional Amounts in respect of any such withholding or deduction.
No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security, or for any claim based thereon or on any
Coupon or otherwise in respect thereof or of such Coupon and no recourse under or upon any obligation, covenant or agreement of the Company in this Senior Debt
Securities Indenture, or in any Senior Debt Security or in any Coupon, or because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, officer or director, past, present or future, of the Company, either directly or through the Company, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly understood that to the extent lawful all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this Senior Debt Securities Indenture and the issue of the Senior Debt
Securities.
Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment,
-31-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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composition, winding-up or other judicial proceeding relative to the Company or any other obligor upon the Senior Debt Securities of any series or to the property of
the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or
insolvency), the Trustee (irrespective of whether the principal of the Senior Debt Securities of such series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal (and premium, if
any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive
any moneys and other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Senior Debt Security and each holder of a Coupon to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee
any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the
Trustee under Section 6.07.
Subject to Article Eight and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder of any Senior Debt Security or any holder of any Coupon any plan of reorganization, arrangement, adjustment, or composition affecting any
Senior Debt Securities or Coupons or the rights of any Holder of any Senior Debt Security or any holder of any Coupon or to authorize the Trustee to vote in respect of
the claim of any such Holder or holder in any such proceeding; provided that the Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors’ or other similar committee.
Section 5.05 Trustee May Enforce Claims Without Possession of Senior Debt Securities. All rights of action and claim under this Senior Debt Securities
Indenture or the Senior Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of the Senior Debt Securities or
Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel be for the ratable benefit of the Holders of the Senior Debt Securities and any holders of Coupons in respect of which such judgment has been
recovered.
Section 5.06 Application of Money Collected. Any money collected by the Trustee pursuant to this Article or, after an Event of Default, any money or other
property distributable in respect of the Company’s obligations under this Indenture in respect of any series of Senior Debt Securities shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, if any, upon
presentation of such Senior Debt Securities and any Coupons and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts applicable to such series of Senior Debt Securities in respect of which or for the benefit of which such money has been
collected due the Trustee (including any predecessor trustee) under Section 6.07;
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on such series of Senior Debt
Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Senior Debt Securities for principal (and premium, if any) and interest, if any, respectively; and
THIRD: To the payment of the balance, if any, to the Company or as a court of competent jurisdiction may direct.
Section 5.07 Limitation on Suits. No Holder of any Senior Debt Security of any series or holder of any Coupon shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Senior Debt Securities Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless
(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Senior Debt Securities of the same series
specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;
(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Debt Securities of such series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;
(c) such Holder of a Senior Debt Security or holder of a Coupon has offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion
against the costs, expenses and liabilities to be incurred in compliance with such request;
(d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
(e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount
of the Outstanding Senior Debt Securities of such series;
it being understood and intended that no one or more Holders of Senior Debt Securities of a particular series or holders of Coupons appertaining thereto shall have any
right in any manner whatever by virtue of, or by availing of any provision of this Senior Debt Securities Indenture to affect, disturb or prejudice the rights of any other
such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any right under this Senior Debt
Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Senior Debt Securities of such series or holders of such
Coupons.
-33-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. Notwithstanding any other provision in this Senior Debt
Securities Indenture, the Holder of any Senior Debt Security or the holder of any Coupon appertaining thereto shall have the right, which is absolute and
unconditional, to receive (subject to Section 3.07) payment of the principal of (and premium, if any) and interest, if any, on such Senior Debt Security on the
respective Stated Maturities as expressed in such Senior Debt Security or Coupon (or, in the case of redemption, on or after the Redemption Date), and to
institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.
Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Holder of any Senior Debt Security or the holder of any Coupon has instituted any
proceeding to enforce any right or remedy under this Senior Debt Securities Indenture and such proceeding has been discontinued or abandoned for any reason, or has
been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders of Senior Debt Securities and the holders of Coupons shall be restored severally and respectively to their former positions hereunder and
thereafter all rights and remedies of the Trustee and the Holders of Senior Debt Securities and the holders of Coupons shall continue as though no such proceeding had
been instituted.
Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Senior Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Senior
Debt Securities or holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Senior Debt Security or holder of any Coupon to
exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Senior Debt Securities or holders of any Coupons may
be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Senior Debt Securities or holders of any Coupons, as the
case may be.
Section 5.12 Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series shall have the
right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Senior Debt Securities of such series, provided that
(a) such direction shall not be in conflict with any rule of law or with this Senior Debt Securities Indenture;
-34-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) such direction shall not be unjustly prejudicial to the Holders of any Senior Debt Securities of such series not taking part in the direction, as
determined by the Trustee in its sole discretion;
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and
(d) no provision shall be deemed to require the Trustee to take any action or forebear from any action directed by Holders unless the Trustee has received
security and/or indemnity satisfactory to it in its sole discretion.
Section 5.13 Waiver of Past Events of Default. The Trustee may (but is not obligated to) without prejudice to its rights in respect of any subsequent Event of
Default from time to time and at any time waive any Event of Default or authorize any proposed Event of Default by the Company, provided that in its opinion the
interests of the Holders shall not be materially prejudiced thereby and, provided , further , that the Trustee shall not exercise any powers conferred on it by this clause
in contravention of any notice in writing to the Company and the Trustee made pursuant to Section 5.02 hereof but so that no such notice shall affect any waiver or
authorization previously given or made.
In addition, the Holders of not less than a majority in aggregate principal amount of the Outstanding Senior Debt Securities of any series may on behalf of the
Holders of all the Senior Debt Securities of such series and holders of related Coupons waive any past Event of Default hereunder with respect to such series and its
consequences, except an Event of Default
(a) in the payment of the principal of (or premium, if any) or interest, if any on any Senior Debt Security of such series, or
(b) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding
Senior Debt Security of such series affected.
Upon any such waiver, such Event of Default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have
been cured and not to have occurred for every purpose of this Senior Debt Securities Indenture, but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon.
Section 5.14 Undertaking for Costs. All parties to this Senior Debt Securities Indenture agree, and each Holder of any Senior Debt Security and each holder of
any Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or
remedy under this Senior Debt Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in the aggregate more than 10% in principal
amount of the Outstanding Senior Debt Securities of any series, or to any suit instituted by any Holder or holder of a Coupon for the
-35-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Senior Debt Security on or after the respective Stated Maturities
expressed in such Senior Debt Security or Coupon (or, in the case of redemption, on or after the Redemption Date).
Section 5.15 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Senior Debt Securities Indenture; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
ARTICLE 6
THE TRUSTEE
Section 6.01 Certain Duties and Responsibilities. (a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this
Senior Debt Securities Indenture. Notwithstanding the foregoing, no provision of this Senior Debt Securities Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Senior Debt Securities Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section.
(b) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
-36-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that
(i) this subsection shall not be construed to limit the effect of subsection (b) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Senior Debt Securities of any series.
Section 6.02 Notice of Defaults. Within ninety (90) days after the occurrence of any default hereunder with respect to Senior Debt Securities of any series, the
Trustee shall give the Holders of Senior Debt Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act; provided ,
however , that (i) in the case of any default of the character specified in Section 5.01(iv) with respect to Senior Debt Securities of such series, no such notice to Holders
shall be given until at least ten (10) days after the occurrence thereof and (ii) the Trustee shall be protected in withholding such notice if a trust committee of
Responsible Officers of the Trustee determine in good faith that the withholding of such notice is in the interest of the Holders of Senior Debt Securities of such series.
For the purpose of this Section 6.02, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with
respect to Senior Debt Securities of such series.
Section 6.03 Certain Rights of Trustee. Subject to the provisions of Section 6.01:
(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any action or
resolution of the Board of Directors of the Company shall be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Senior Debt Securities Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part,
conclusively rely upon an Officer’s Certificate;
-37-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Senior Debt Securities Indenture at the request or direction
of any of the Holders pursuant to this Senior Debt Securities Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the
Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit at a reasonable cost to the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation; provided that the Company shall not be required to disclose such information which the Company is
prevented from disclosing as a matter of law or contract;
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Senior Debt Securities Indenture;
(i) in no event shall the Trustee be responsible or liable to the Company for punitive damages or any special, indirect, or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(j) the Trustee shall not be deemed to have notice or actual knowledge of any default or Event of Default unless written notice of any event which is in fact such
a default or an Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Senior
Debt Securities and this Senior Debt Securities Indenture;
-38-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(k) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and titles of officers authorized to take specified
actions pursuant to this Indenture;
(l) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Person acting as Trustee in each of its other capacities hereunder; and
(m) money held by the Trustee and any Paying Agent in trust hereunder may be held uninvested and the Trustee and any Paying Agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
Section 6.04 Not Responsible for Recitals or Issuance of Senior Debt Securities. The recitals contained herein and in the Senior Debt Securities, except the
Trustee’s certificates 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 Senior Debt Securities Indenture or of the Senior Debt
Securities or Coupons, except that the Trustee represents and warrants that it has duly authorized, executed and delivered this Senior Debt Securities Indenture. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Senior Debt Securities or the proceeds thereof.
Section 6.05 May Hold Senior Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Senior Debt Security Registrar and any
Calculation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Senior Debt Securities or Coupons
and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Senior Debt Security Registrar, Calculation Agent or such other agent.
Section 6.06 Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
Section 6.07 Compensation and Reimbursement. The Company agrees:
(a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as agreed in writing by the Company from time to time
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Senior Debt Securities Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;
-39-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(c) to indemnify the Trustee, its directors, officers, employees and agents, and any predecessor Trustee for, and to hold it harmless against, any loss,
damage, claims, liability or expense incurred without negligence or bad faith on its part arising out of or in connection with the acceptance or administration of
the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder but excluding any tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee;
(d) the Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly
after the Trustee becomes aware of such commencement (provided that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the
Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to
the Trustee; provided , however , that if the Trustee determines that an actual or potential conflict of interest exists then the Trustee shall be entitled to retain separate
counsel and the Company shall pay the fees and expenses of such counsel. The Trustee shall not compromise or settle any such action or claim without the written
consent of the Company, which consent shall not be unreasonably withheld; and
(e) as security for the performance of the obligations of the Company under this Section, the Trustee shall have a senior claim, to which the Senior Debt
Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of
(or premium, if any) or interest, if any, on the Senior Debt Securities. The provisions of this Section 6.07 shall survive the satisfaction and discharge of this Senior Debt
Securities Indenture, the termination of this Indenture for any reason or the earlier resignation or removal of the Trustee and any exercise of the U.K. Bail-In Power by
the Relevant U.K. Resolution Authority with respect to any series of Senior Debt Securities.
In addition to, but without prejudice to its other rights under this Senior Debt Securities Indenture, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Sections 5.01(i) and (ii), the expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.
“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder.
Section 6.08 Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Senior Debt Securities Indenture.
-40-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a
corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State
or District of Columbia authority and, if there be such corporation willing and able to act as trustee on reasonable and customary terms, having its corporate trust
office or agency in the Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
Section 6.10 Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of
Section 6.11.
(b) The Trustee may resign at any time with respect to the Senior Debt Securities of one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within thirty (30) days after the giving of such
notice of resignation or notice of removal as described below, the resigning or removed Trustee may petition any court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Senior Debt Securities of such series.
(c) The Trustee may be removed at any time with respect to the Senior Debt Securities of any series by Act of the Holders of a majority in principal amount of
the Outstanding Senior Debt Securities of such series delivered to the Trustee and to the Company.
(d) If at any time:
(i) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Senior Debt Security of the series as to which the Trustee has a conflicting interest for at least six (6) months, or
(ii) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Senior Debt Security for at least six (6) months, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
-41-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect to any or all series of Senior Debt Securities or (y) subject to
Section 5.14, any Holder who has been a bona fide Holder of a Senior Debt Security for at least six (6) months (and, in the case of subparagraph (d)(i) above, who is a
Holder of a Senior Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to all Senior Debt Securities and the appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Senior Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Senior
Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Senior Debt Securities of one or more or all of such
series and at any time there shall be only one Trustee with respect to the Senior Debt Securities of any particular series), and shall comply with the applicable
requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to
the Senior Debt Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Senior Debt Securities of such
series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Senior Debt Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect to the Senior Debt Securities of any series shall have been so appointed by the
Company or the Holders of Senior Debt Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has
been a bona fide Holder of a Senior Debt Security of such series for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with respect to the Senior Debt Securities of such series.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Senior Debt Securities of any series and each
appointment of a successor Trustee with respect to the Senior Debt Securities of any series in the manner and to the extent provided in Section 1.06. Each notice shall
include the name of the successor Trustee with respect to the Senior Debt Securities of such series and the address of its Corporate Trust Office.
Section 6.11 Acceptance of Appointment by Successor. (a) In case of the appointment hereunder of a successor Trustee with respect to all Senior Debt Securities,
every such successor
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to the senior claim provided for in
Section 6.07(e).
(b) In case of the appointment hereunder of a successor Trustee with respect to the Senior Debt Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Senior Debt Securities of such series shall execute and deliver an indenture supplemental hereto wherein
each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series to which the
appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Senior Debt Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series
as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall add to or change any of the provisions of this Senior Debt
Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Senior Debt Securities of such series
to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Senior Debt Securities of such series to which
the appointment of such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this
Article.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall
be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In
case any Senior Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation to such authenticating Trustee may adopt such authentication and deliver the Senior Debt Securities so authenticated with the same effect as if such
successor Trustee had itself authenticated such Senior Debt Securities.
Section 6.13 Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Senior Debt
Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other
obligor).
Section 6.14 Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series of
Senior Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Senior Debt Securities of such series upon original issue, or issued upon
exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Senior Debt Securities, and Senior Debt Securities so authenticated
shall be entitled to the benefits of this Senior Debt Securities Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Senior Debt Securities Indenture to the authentication and delivery of Senior Debt Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be
a corporation or national banking association organized and doing business under the laws of the United States of America, any State thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State or District of Columbia authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section.
Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any
corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
continue to be an Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this Section, without the execution
or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Senior Debt Securities in the manner and to
the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless
eligible under the provisions of this Section.
If an appointment with respect to one or more series is made pursuant to this Section, the Senior Debt Securities of such series may have endorsed thereon, in
lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Debt Securities of the series designated herein referred to in the within-mentioned Senior Debt Securities Indenture.
Dated:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
as Authenticating Agent
By:
Authorized Signatory
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
If all of the Senior Debt Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating
Senior Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Senior Debt Securities of such series
authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be
accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment
designated by the Company with respect of such series of Senior Debt Securities.
ARTICLE 7
HOLDERS LISTSAND REPORTSBY TRUSTEEAND COMPANY
Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The Company, with respect to any series of Senior Debt Securities in registered
form, will furnish or cause to be furnished to the Trustee
(a) not more than fifteen (15) days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Senior
Debt Securities and Senior Debt Securities on which interest is paid less frequently than quarterly as contemplated by Section 3.01), a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of registered Senior Debt Securities as of such Regular Record Date or such specified date, and
(b) at such other times as the Trustee may request in writing, within thirty (30) days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than fifteen (15) days prior to the time such list is furnished.
The Company need not furnish or cause to be furnished to the Trustee pursuant to this Section 7.01 the names and addresses of Holders of registered Senior Debt
Securities so long as the Trustee acts as Senior Debt Security Registrar with respect to such series of Senior Debt Securities.
Section 7.02 Preservation of Information; Communications to Holders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders (i) contained in the most recent list furnished to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity
as Paying Agent or Senior Debt Security Registrar (if so acting). The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list
so furnished.
(b) The rights of the Holders of Senior Debt Securities of any series to communicate with other Holders with respect to their rights under this Senior Debt
Securities Indenture or under the Senior Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.
(c) Every Holder, by receiving and holding a Senior Debt Security, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any
agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with
Section 7.02(b).
-46-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 7.03 Reports by Trustee. (a) So long as any Senior Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in
the Trust Indenture Act such reports dated as of such dates as are required by and in compliance with the Trust Indenture Act. Reports so required to be
transmitted at stated intervals of not more than twelve (12) months shall be transmitted on or before June 1 in each year following the date hereof.
(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee
has been notified that the Senior Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Senior Debt
Securities are listed on any securities exchange or are delisted therefrom.
(c) The Company will furnish the Trustee with interim and annual reports. In addition, the Company will furnish the Trustee with all notices of meetings at
which Holders of Senior Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made generally available to Holders
of Senior Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for inspection by Holders of Senior
Debt Securities in such manner as the Company may determine and, in the case of any notice received by the Trustee in respect of any meeting at which Holders of
Senior Debt Securities of a particular series are entitled to vote, will deliver to all such record Holders of Senior Debt Securities, at the Company’s expense, a notice
containing a summary prepared by the Company of the information set forth in such notice of meeting.
Section 7.04 Reports by Company. The Company shall:
(a) file with the Trustee, within fifteen (15) days after the Company is required to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in
such rules and regulations;
(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Senior Debt Securities Indenture as may be
required from time to time by such rules and regulations; and
-47-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within thirty (30) days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as
may be required by rules and regulations prescribed from time to time by the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual
or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCEOR TRANSFER
Section 8.01 Company May Consolidate, etc. Only on Certain Terms. The Company may, without the consent of Holders of any Senior Debt Securities of any
series Outstanding under this Senior Debt Securities Indenture, consolidate or amalgamate with or merge into any other corporation or convey or transfer or lease its
properties and assets substantially as an entirety to any Person, provided that:
(a) the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer or
which leases the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest, if any, on all the Senior Debt
Securities in accordance with the provisions of such Senior Debt Securities and this Senior Debt Securities Indenture and the performance or observance of every
covenant of this Senior Debt Securities Indenture on the part of the Company to be performed or observed;
(b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary thereof as a
result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default and no event which, after
notice or lapse of time or both, would become an Event of Default shall have happened and be continuing; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger,
conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have
been complied with.
Section 8.02 Successor Person Substituted. Upon any consolidation, amalgamation or merger or any conveyance or transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
consolidation or amalgamation or into which the Company is merged or the Person to which such conveyance or transfer is made shall succeed to and be substituted for,
and may exercise every right and power of, the Company under this Senior Debt Securities Indenture with the same effect as if such successor Person had been named
as the Company herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Senior Debt Securities Indenture, the Senior
Debt Securities and the Coupons, if any.
Section 8.03 Assumption of Obligations. Subject to applicable law and regulation (including, if and to the extent required by the Capital Regulations at such
time, the prior consent of the PRA), with respect to the Senior Debt Securities of any series, a wholly-owned Subsidiary of the Company (a “successor entity”) may
without the consent of any Holder assume the obligations of the Company (or any Person which shall have previously assumed the obligations of the Company) for the
due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on any series of Senior Debt Securities in accordance with the provisions of
such Senior Debt Securities and this Senior Debt Securities Indenture and the performance of every covenant of this Senior Debt Securities Indenture and such series of
Senior Debt Securities on the part of the Company to be performed or observed, provided that:
(a) the successor entity shall expressly assume such obligations by an amendment to the Senior Debt Securities Indenture, executed by the Company and such
successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to the Senior Debt Securities
Indenture, irrevocably guarantee all of the obligations of such successor entity under the Senior Debt Securities of such series and the Senior Debt Securities Indenture
as so modified by such amendment ( provided , however , that, for the purposes of the Company’s obligation to pay Additional Amounts, if any, payable pursuant to
Section 10.04 in respect of the Senior Debt Securities and any related Coupons, references to such successor entity’s country of organization will be added to references
to the United Kingdom);
(b) such successor entity shall confirm in such amendment to this Senior Debt Securities Indenture that such successor entity will pay all Additional Amounts, if
any, payable pursuant to Section 10.04 in respect of all the Senior Debt Securities and any related Coupons ( provided , however , that for these purposes such
successor entity’s country of organization will be substituted for the references to the United Kingdom);
(c) immediately after giving effect to such assumption of obligations, no Event of Default and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article
and that all conditions precedent herein provided for relating to such assumption have been complied with.
Upon any such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Senior Debt Securities Indenture with respect to any such Senior Debt Securities with the same effect as if such
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
successor entity had been named as the Company in this Senior Debt Securities Indenture, and the Company or any legal and valid successor corporation which shall
theretofore have become such in the manner prescribed herein, shall be released from all liability as obligor upon any such Senior Debt Securities except as provided in
clause (a) of this Section.
In the event of any such assumption, any Additional Amounts, if any, payable pursuant to Section 10.04 will be payable in respect of Taxes imposed by the
jurisdiction in which the successor entity is organized (subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of
Taxes imposed by any Taxing Jurisdiction) rather than Taxes imposed by any Taxing Jurisdiction; provided , however , that if the Company makes payment under
the guarantee, the Company shall be required to pay Additional Amounts related to Taxes (subject to the exceptions set forth in Section 10.04) imposed by any Taxing
Jurisdiction by reason of such payments.
ARTICLE 9
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:
(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the
Senior Debt Securities and Coupons, to the extent otherwise permitted under this Senior Debt Securities Indenture or any supplement hereto; or
(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Senior Debt Securities (and, if such covenants are to be for the
benefit of less than all series of Senior Debt Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any
right or power herein conferred upon the Company; or
(c) to add any additional Events of Default for the benefit of the Holders of all or any series of Senior Debt Securities (and, if such additional Events of Default
are to be for the benefit of less than all series of Senior Debt Securities, stating that such additional Events of Default are expressly being included solely for the benefit
of such series); or
(d) subject to Section 9.02 hereof, to add to, change or eliminate any of the provisions of this Senior Debt Securities Indenture in respect of one or more series of
Senior Debt Securities, provided that any such addition, change or elimination (i) shall neither (A) apply to any Senior Debt Security of any series created prior to the
execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of the Holder of any such Senior Debt Security with
respect to such provision or (ii) shall become effective only when there is no such Senior Debt Security Outstanding; or
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(e) to secure the Senior Debt Securities; or
(f) to establish the form or terms of Senior Debt Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.01 and 3.01; or
(g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01(j) is maintained; or
(h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any
supplemental indenture, provided that such action shall not adversely affect the interests of the Holders of Senior Debt Securities of any series in any material
respect; or
(i) to make any other provisions with respect to matters or questions arising under this Senior Debt Securities Indenture, provided such action shall not adversely
affect the interests of the Holders of Senior Debt Securities of any series in any material respect; or
(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Senior Debt Securities of one or more series
and to add to or change any of the provisions of this Senior Debt Securities Indenture as shall be necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or
(k) to change or eliminate any provision of this Senior Debt Securities Indenture as permitted by Section 1.07.
Section 9.02 Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than a majority in aggregate principal amount of the
Outstanding Senior Debt Securities of each series affected by such supplemental Senior Debt Securities Indenture (voting as a class), by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Senior Debt Securities Indenture or of modifying in
any manner the rights of the Holders of Senior Debt Securities of such series under this Senior Debt Securities Indenture; provided , however , that no such
supplemental indenture may, without the consent of the Holder of each Outstanding Senior Debt Security affected thereby,
(a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Senior Debt Security, or reduce the principal
amount thereof, or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02, or change the obligation of the Company (or its
successor) to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) on the Senior Debt
Securities, or change any Place of Payment where, or the currency in which the principal amount of, premium, if
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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any, or interest on, any such Senior Debt Security is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date); or
(b) reduce the percentage in aggregate principal amount of the Outstanding Senior Debt Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Senior Debt Securities Indenture
or of certain defaults hereunder and their consequences) provided for in this Senior Debt Securities Indenture; or
(c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02; or
(d) modify any of the provisions of this Section 9.02 or Section 5.13 except to increase any such percentage or to provide that certain other provisions of this
Senior Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Senior Debt Security affected thereby; provided
, however , that this Clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the “Trustee” and concomitant
changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(j); or
(e) change in any manner adverse to the interests of the Holders of any Senior Debt Securities the terms and conditions of the obligations of the Company in
respect of the due and punctual payment of any amounts due and payable on the Senior Debt Securities in accordance with their terms.
It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
A supplemental indenture which changes or eliminates any covenant or other provision of this Senior Debt Securities Indenture which has expressly been
included solely for the benefit of one or more particular series of Senior Debt Securities, or which modifies the rights of the Holders of Senior Debt Securities of such
series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Senior Debt Securities Indenture of the Holders of Senior Debt
Securities of any other series.
Section 9.03 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Senior Debt Securities Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01)
shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or
permitted by this Senior Debt Securities Indenture. The Trustee may, but shall not be obliged to, enter into any such supplemental indenture which affects the Trustee’s
own rights, duties or immunities under this Senior Debt Securities Indenture or otherwise.
-52-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Senior Debt Securities
Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Senior Debt Securities Indenture for all purposes;
and every Holder of Senior Debt Securities theretofore or thereafter authenticated and delivered hereunder and every holder of Coupons, if any, shall be bound
thereby, except as otherwise expressed therein.
Section 9.05 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.
Section 9.06 Reference in Senior Debt Securities to Supplemental Indentures. Senior Debt Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation prepared by the Company and acceptable to the Trustee
as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Senior Debt Securities of any series so modified as to conform, in
the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and such Senior Debt Securities may
be authenticated and delivered by the Trustee in exchange for Outstanding Senior Debt Securities of such series.
ARTICLE 10
COVENANTS
Section 10.01 Payment of Principal, Premium, and Interest. The Company covenants and agrees for the benefit of each series of Senior Debt Securities that it
will (subject to Section 3.07) duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Senior Debt Securities of that series when due
and payable in accordance with the terms of the Senior Debt Securities, any Coupons appertaining thereto and this Senior Debt Securities Indenture.
Section 10.02 Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Senior Debt Securities an office or
agency where Senior Debt Securities of that series and any Coupons appertaining thereto may be presented or surrendered for payment, where Senior Debt Securities of
that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Senior Debt Securities
of that series and any Coupons appertaining thereto and this Senior Debt Securities Indenture may be served; provided , however , that at the option of the Company in
the case of registered Senior Debt Securities of such series, payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as
such address shall appear in the Senior Debt Security Register, unless such person requests payment by wire transfer pursuant to Section 3.07. With respect to the
Senior Debt Securities of any series, such office or agency in each Place of Payment shall be specified as contemplated by Section 3.01, and if not so
-53-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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specified, initially shall be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to Section 3.01, the Company will maintain in the Borough of
Manhattan, The City of New York, an office or agency where notices and demands to or upon the Company in respect of Senior Debt Securities of any series and any
Coupons appertaining thereto and this Senior Debt Securities Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York)
where the Senior Debt Securities of one or more series and any Coupons appertaining thereto may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of any obligation to
maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Senior Debt Securities of any series and any Coupons
appertaining thereto for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.
Section 10.03 Money for Payments to Be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Senior Debt Securities of any
series and any Coupons appertaining thereto, it will, on or before each due date for payment of the principal of (and premium, if any) or interest, if any, on any of the
Senior Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto in accordance with the provisions of this Senior Debt
Securities Indenture a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of its failure so to act.
Whenever the Company shall have one or more Paying Agents for any series of Senior Debt Securities, it will, prior to each due date for payment of the
principal of (and premium, if any) or interest, if any, on any Senior Debt Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest in
accordance with the provisions of this Senior Debt Securities Indenture, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of
its action or its failure so to act. The Company will cause each Paying Agent for any series of Senior Debt Securities other than the Trustee to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:
(a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of (and
premium, if any) or interest, if any, on Senior Debt Securities of that series in trust for the
-54-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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benefit of the Persons entitled thereto in accordance with the provisions of this Senior Debt Securities Indenture until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;
(b) give the Trustee timely notice of any default by the Company (or any other obligor upon the Senior Debt Securities of that series) in the making of any
payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Senior Debt Securities of that series; and
(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.
The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Senior Debt Securities Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee
such Paying Agent shall be released from all further liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or
interest, if any, on any Senior Debt Security of any series and remaining unclaimed for two years after such principal (and premium, if any) or interest, if any, have
become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of
such Senior Debt Security and the holder of any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease;
provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be
published at least once, in Authorized Newspapers, published in the Borough of Manhattan, The City of New York and London, England, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such
money then remaining will be paid to the Company.
Section 10.04 Additional Amounts.
(a) Unless otherwise specified in any Board Resolution establishing the terms of Senior Debt Securities of a series in accordance with Section 3.01, any amounts
to be paid by the Company on any series of Senior Debt Securities shall be paid without deduction or withholding for, or on account of, any and all present or future
income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied, collected, withheld or
assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (each a “Taxing Jurisdiction”),
unless such deduction or
-55-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
withholding is required by law. If any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted or withheld, the Company shall pay such
additional amounts of, or in respect of, the principal of, premium, if any, and interest on, such series of Senior Debt Securities (“Additional Amounts”) as may be
necessary in order that the net amounts paid to the Holders of such series of Senior Debt Securities, after such deduction or withholding, shall equal the respective
amounts of principal, premium, if any, and interest, if any, which would have been payable in respect of such series of Senior Debt Securities had no such deduction or
withholding been required, provided that the foregoing shall not apply to any such Taxes that would not have been payable or due but for the fact that (i) the Holder
or the beneficial owner of the Senior Debt Securities is a domiciliary, national or resident of, or engages in business or maintains a permanent establishment or is
physically present in, the Taxing Jurisdiction requiring such deduction or withholding of Taxes, or otherwise has some connection with such Taxing Jurisdiction other
than the holding or ownership of the relevant Senior Debt Securities, or the collection of any payment of (or in respect of) principal or premium, if any, or any interest
on, any Senior Debt Securities of the relevant series, (ii) except in the case of a winding-up of the Company in England the relevant Senior Debt Securities are presented
for payment in the United Kingdom, (iii) the relevant Senior Debt Securities are presented for payment more than thirty (30) days after the date payment became due or
was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment at
the close of such thirty day (30-day) period, (iv) the Holder or the beneficial owner of the relevant Senior Debt Securities or the beneficial owner of any payment of (or
in respect of) principal of, premium, if any, or any interest on such Senior Debt Securities failed to make any necessary claim or to comply with any certification,
identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or beneficial owner, if such
claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from such Taxes,
(v) such Taxes are imposed on a payment to an individual and are required to be made pursuant to the European Union Directive on the taxation of savings income,
adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) the relevant Senior Debt Securities are
presented for payment by or on behalf of a Holder who would have been able to avoid such Taxes by presenting the relevant Senior Debt Securities to another Paying
Agent in a member state of the European Union or elsewhere or (vii) if such Taxes would not have been so imposed, or would have been excluded pursuant to clauses
(i) through (vii) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Senior Debt Securities had been the Holder of such
Senior Debt Securities. Whenever in this Senior Debt Securities Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or
any interest, if any, on or in respect of any Senior Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this
Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.
-56-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) Any amounts to be paid by the Company on any series of Senior Debt Securities shall be paid net of any deduction or withholding imposed or required
pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to
Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in
connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding
Tax”), and the Company shall not be required to pay Additional Amounts on account of any FATCA Withholding Tax.
(c) With respect to any series of Senior Debt Securities, any Paying Agent shall be entitled to make a deduction or withholding from any payment which it
makes under the Senior Debt Securities of such series and this Senior Debt Securities Indenture for or on account of (i) any present or future taxes, duties or charges if
and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any
payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the amount so deducted or withheld.
However, such deduction or withholding will not apply to payments made under the Senior Debt Securities of such series and this Senior Debt Securities Indenture
through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any payment made subject to any deduction or withholding
pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this Section 10.04(c) will be treated as paid to the Holder of a Senior
Debt Security, and the Company will not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions in this Section 10.04
explicitly provide otherwise.
Section 10.05 Corporate Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence.
Section 10.06 Statement as to Compliance. The Company will deliver to the Trustee, within one hundred and twenty (120) days after the end of each fiscal year
commencing with the fiscal year ending
, 20
, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.
ARTICLE 11
REDEMPTIONOF SENIOR DEBT SECURITIES
Section 11.01 Applicability of Article. Senior Debt Securities of any series shall be redeemable in accordance with their terms and (except as otherwise specified
pursuant to Section 3.01 for Senior Debt Securities of any series) in accordance with this Article.
-57-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 11.02 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Senior Debt Securities shall be evidenced by a Board
Resolution. The Company shall, at least thirty (30) days and no more than sixty (60) days prior to the Redemption Date fixed by the Company, notify the Holders
of such Redemption Date, of the principal amount of Senior Debt Securities of such series to be redeemed, and shall notify the Trustee of such election at least
five (5) Business Days prior to the date on which the notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee).
In the case of any redemption of Senior Debt Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such
Senior Debt Securities or elsewhere in this Senior Debt Securities Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with or waiver of such restrictions.
Section 11.03 Selection by Trustee of Senior Debt Securities to Be Redeemed. If less than all the Senior Debt Securities of any series are to be redeemed, the
particular Senior Debt Securities to be redeemed shall be selected not more than sixty (60) days nor less than thirty (30) days prior to the Redemption Date by the
Trustee, from the Outstanding Senior Debt Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate,
subject to applicable Depositary procedures, and which may provide for the selection for redemption of portions (equal to the minimum authorized denomination for
registered Senior Debt Securities of that series or any multiple thereof) of the principal amount of Senior Debt Securities of such series of a denomination larger than
the minimum authorized denomination for Senior Debt Securities of that series.
The Trustee shall promptly notify the Company in writing of the Senior Debt Securities selected for redemption and, in the case of any Senior Debt Securities
selected for partial redemption, the principal amount thereof to be redeemed.
For all purposes of this Senior Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of Senior Debt
Securities shall relate in the case of any Senior Debt Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such registered Senior
Debt Security which has been or is to be redeemed.
Section 11.04 Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Senior Debt Securities, notice of
redemption shall be given not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each Holder of Senior Debt Securities to be redeemed
in the manner and to the extent provided in Section 1.06.
All notices of redemption shall state:
(a) the Redemption Date,
(b) the Redemption Price,
(c) if less than all the Outstanding Senior Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal
amount) of the Senior Debt Securities to be redeemed,
-58-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(d) that, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Senior Debt Securities to be redeemed, on
the Redemption Date the Redemption Price will become due and payable upon each such Senior Debt Security to be redeemed and, if applicable, that interest
thereon will cease to accrue on or after the said date,
(e) the place or places where such Senior Debt Securities are to be surrendered for payment of the Redemption Price, and
(f) the CUSIP number or numbers, if any, with respect to such Senior Debt Securities.
Notice of redemption of Senior Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s Request
and upon provision to the Trustee of such notice information, by the Trustee in the name and at the expense of the Company.
Section 11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest, if any, on, all the Senior Debt Securities which are to be redeemed on
that date.
Section 11.06 Senior Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Senior Debt Securities so to be
redeemed shall, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Senior Debt Securities of such series, become due
and payable at the Redemption Price therein specified on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after
such date (unless the Company shall default in the payment of the Redemption Price and accrued interest, if any) such Senior Debt Securities shall cease to accrue
interest. Upon surrender of any such Senior Debt Security for redemption in accordance with said notice, such Senior Debt Security shall be paid by the Company at the
Redemption Price, together with accrued but unpaid interest to the Redemption Date; provided , however , that with respect to any Senior Debt Securities in registered
form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which is on or before the
Redemption Date, shall be payable to the Holders of such Senior Debt Securities, or one or more Predecessor Securities, registered as such at the close of business on
the relevant Regular or Special Record Date according to the terms of the Senior Debt Securities and the provisions of Section 3.07.
If any Senior Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid,
bear interest from and after the Redemption Date in accordance with the terms of such Senior Debt Security and the provisions of Section 3.07.
-59-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 11.07 Senior Debt Securities Redeemed in Part. Any Senior Debt Security which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, only in the case of Senior Debt Securities in registered form, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Senior Debt Security without service charge payable by the
Holder, a new Senior Debt Security or Senior Debt Securities of the same series of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the Senior Debt Security so surrendered.
Section 11.08 Optional Redemption. Subject to the limitations specified in Section 11.11 of this Senior Debt Securities Indenture, the Company may, at the
Company’s option, redeem the relevant Senior Debt Securities, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior notice
to the Holders (provided that the Company shall notify the Trustee at least five (5) Business Days prior to the date on which the notice of redemption is sent to Holders
(unless a shorter notice period shall be satisfactory to the Trustee)), on the date specified pursuant to Section 3.01 relating to such series at a redemption price equal to
100% of the principal amount of the Senior Debt Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) such date.
Section 11.09 Optional Redemption Due to Changes in Tax Treatment. (a) Subject to the limitations specified in Section 11.11 of this Senior Debt Securities
Indenture, the Company may, at the Company’s option, redeem the Senior Debt Securities, in whole but not in part, upon not less than thirty (30) days’ nor more than
sixty (60) days’ prior notice to the Holders ( provided that the Company shall notify the Trustee at least five (5) Business Days prior to the date on which the notice of
redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee)), at a redemption price equal to 100% of the principal amount of the
Senior Debt Securities then Outstanding, together with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that
as a result of any change in, or amendment to, the laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party,
or a change in an official application or interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the
Issue Date (and, in the case of a successor entity, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations):
(i) the Company would be required to pay Additional Amounts with respect to the relevant Senior Debt Securities; or
(ii) the Company would not be entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or the amount of the
deduction would be materially reduced;
(each such change in tax law or regulation or the official application or interpretation thereof, a “Tax Event”);
-60-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
provided, however, that in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to
the Company.
(b) Prior to the delivery of any notice of redemption pursuant to this Section 11.09, the Company shall deliver to the Trustee an opinion of independent counsel
of recognized standing, chosen by the Company, confirming that the Company is entitled to exercise its right of redemption.
(c) The notice provided to Holders in accordance with this Section 11.09 (which notice shall be irrevocable) shall specify the date fixed for such redemption.
(d) Upon the expiry of the notice period described in (a) above, the Company shall be bound to redeem the relevant Senior Debt Securities accordingly.
(e) Any successor entity that assumes the obligations of the Company pursuant to Section 8.03 shall also be entitled to redeem the relevant Senior Debt
Securities in accordance with this Section 11.09 with respect to any change or amendment to, or change in the application or interpretation of the laws or regulations
(including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes effective on or after the date of that entity’s assumption of the Company’s
obligations.
ARTICLE 12
U.K. BAIL-IN POWER
Section 12.01 U.K. Bail-in Power Acknowledgement.
(a) By its acquisition of the Senior Debt Securities, each Holder and Beneficial Owner of the Senior Debt Securities acknowledges, agrees to be bound by and
consents to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority that may result in the cancellation of all, or a portion, of the principal
amount of, or interest on, the Senior Debt Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the Senior Debt Securities into
shares or other securities or other obligations of the Company or another person, including by means of a variation to the terms of the Senior Debt Securities to give
effect to the exercise by the Relevant U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and Beneficial Owner further acknowledges and agrees that
the rights of Holders and Beneficial Owners of the Senior Debt Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K.
Bail-in Power by the Relevant U.K. Resolution Authority.
(b) Each Holder and Beneficial Owner that acquires its Senior Debt Securities other than upon the initial issuance of such securities shall be deemed to
acknowledge and agree to be bound by and consent to the same provisions specified in the Senior Debt Securities and this Senior Debt Securities Indenture to the same
extent as the Holders and Beneficial Owners of the Senior Debt Securities that acquire the Senior Debt 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 Senior Debt Securities, including in relation to the U.K.
Bail-In Power.
-61-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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This instrument may be executed 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.
-62-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Senior Debt Securities Indenture to be duly executed, all as of the day and year
first above written.
BARCLAYS PLC,
as Issuer
By:
Name:
Title:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
Name:
Title:
-63-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Exhibit 4.2
BARCLAYS PLC,
Issuer
TO
THE BANK OF NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH
Trustee
INDENTURE
Dated as of []
Dated Subordinated Debt Securities
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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BARCLAYS PLC
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Dated Subordinated Debt Securities Indenture,
dated as of [ ].
Trust Indenture Act Section
Dated Subordinated Debt Securities Indenture Section
§310
(a)(1)
(a)(2)
(a)(3)
(a)(4)
(b)
6.09
6.09
Not Applicable
Not Applicable
6.08
6.10
§311
(a)
(b)
(a)
6.13
6.13
7.01
7.02(a)
(b)
(c)
(a)
(b)
(c)
(d)
(a)
(b)
(c)(1)
(c)(2)
(c)(3)
(d)
(e)
(f)
(a)
(b)
(c)
(d)(1)
(d)(2)
(e)
(a)(1)(A)
(a)(1)(B)
(a)(2)
(a)(last sentence)
(b)
(a)(1)
(a)(2)
(b)
(a)
7.02(b)
7.02(c)
7.03(a)
7.03(a)
1.06, 7.03(a)
7.03(b)
7.04, 10.06
Not Applicable
1.02
1.02
Not Applicable
Not Applicable
1.02
Not Applicable
6.01, 6.03
6.02
5.04, 6.01
6.01, 6.03
6.01, 6.03
5.14
5.02, 5.12
5.13
Not Applicable
1.01
5.08
5.03
5.04
10.03
1.07
§312
§313
§314
§315
§316
§317
§318
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Dated Subordinated Debt Securities Indenture.
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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TABLE OF CONTENTS
Page
Article 1 DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION
Section 1.01. Definitions
Section 1.02. Compliance Certificates and Opinions
Section 1.03. Form of Documents Delivered to Trustee
Section 1.04. Acts of Holders
Section 1.05. Notices, etc. to Trustee and Company
Section 1.06. Notice to Holders; Waiver
Section 1.07. Conflict with Trust Indenture Act
Section 1.08. Effect of Headings and Table of Contents
Section 1.09. Successors and Assigns
Section 1.10. Separability Clause
Section 1.11. Benefits of Dated Subordinated Debt Securities Indenture
Section 1.12. Governing Law
Section 1.13. Saturdays, Sundays and Legal Holidays
Section 1.14. Appointment of Agent for Service
Section 1.15. Calculation Agent
Section 1.16. Waiver of Jury Trial
Section 1.17. Force Majeure
1
9
10
10
11
12
13
13
13
13
13
13
14
14
15
15
15
Article 2 DATED SUBORDINATED DEBT SECURITY FORMS
Section 2.01. Forms Generally
Section 2.02. Form of Trustee’s Certificate of Authentication
15
16
Article 3 THE DATED SUBORDINATED DEBT SECURITIES
Section 3.01. Amount Unlimited; Issuable in Series
Section 3.02. Denominations
Section 3.03. Execution, Authentication, Delivery and Dating
Section 3.04. Temporary Dated Subordinated Debt Securities
Section 3.05. Registration, Registration of Transfer and Exchange
Section 3.06. Mutilated, Destroyed, Lost and Stolen Dated Subordinated Debt Securities
Section 3.07. Payment; Interest Rights Preserved
Section 3.08. Persons Deemed Owners
Section 3.09. Cancellation
Section 3.10. Computation of Interest
Section 3.11. CUSIP Numbers
16
20
20
21
22
24
25
25
26
26
26
Article 4 SATISFACTIONAND DISCHARGE
Section 4.01. Satisfaction and Discharge of Dated Subordinated Debt Securities Indenture
Section 4.02. Application of Trust Money
Section 4.03. Defeasance Upon Deposit of Moneys or Government Obligations
26
28
28
-i-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Article 5 REMEDIES
Section 5.01. Winding-Up Event
Section 5.02. Non-Payment Event
Section 5.03. Limited Remedies for Breach of Obligations (Other than Non-Payment)
Section 5.04. No Other Remedies and Other Terms
Section 5.05. Trustee May File Proofs of Claim
Section 5.06. Trustee May Enforce Claims Without Possession of Dated Subordinated Debt Securities
Section 5.07. Application of Money Collected
Section 5.08. Limitation on Suits
Section 5.09. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any
Section 5.10. Restoration of Rights and Remedies
Section 5.11. Rights and Remedies Cumulative
Section 5.12. Delay or Omission Not Waiver
Section 5.13. Control by Holders
Section 5.14. Waiver of Past Events of Default
Section 5.15. Undertaking for Costs
Section 5.16. Waiver of Usury, Stay or Extension Laws
29
30
30
31
32
32
33
33
34
34
34
35
35
35
36
36
Article 6 THE TRUSTEE
Section 6.01. Certain Duties and Responsibilities
Section 6.02. Notice of Events of Default
Section 6.03. Certain Rights of Trustee
Section 6.04. Not Responsible for Recitals or Issuance of Dated Subordinated Debt Securities
Section 6.05. May Hold Dated Subordinated Debt Securities
Section 6.06. Money Held in Trust
Section 6.07. Compensation and Reimbursement
Section 6.08. Disqualification; Conflicting Interests
Section 6.09. Corporate Trustee Required; Eligibility
Section 6.10. Resignation and Removal; Appointment of Successor
Section 6.11. Acceptance of Appointment by Successor
Section 6.12. Merger, Conversion, Consolidation or Succession to Business
Section 6.13. Preferential Collection of Claims
Section 6.14. Appointment of Authenticating Agent
36
37
37
39
39
39
40
41
41
41
43
44
44
44
Article 7 HOLDERS LISTSAND REPORTSBY TRUSTEEAND COMPANY
Section 7.01. Company to Furnish Trustee Names and Addresses of Holders
Section 7.02. Preservation of Information; Communications to Holders
Section 7.03. Reports by Trustee
Section 7.04. Reports by Company
46
46
47
47
-ii-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Article 8 CONSOLIDATION, MERGER, CONVEYANCEOR TRANSFER
Section 8.01. Company May Consolidate, etc. Only on Certain Terms
Section 8.02. Successor Person Substituted
Section 8.03. Assumption of Obligations
48
49
49
Article 9 SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures Without Consent of Holders
Section 9.02. Supplemental Indentures with Consent of Holders
Section 9.03. Execution of Supplemental Indentures
Section 9.04. Effect of Supplemental Indentures
Section 9.05. Conformity with Trust Indenture Act
Section 9.06. Reference in Dated Subordinated Debt Securities to Supplemental Indentures
50
51
53
53
53
53
Article 10 COVENANTS
Section 10.01. Payment of Principal, Premium, and Interest
Section 10.02. Maintenance of Office or Agency
Section 10.03. Money for Payments to Be Held in Trust
Section 10.04. Additional Amounts
Section 10.05. Corporate Existence
Section 10.06. Statement as to Compliance
53
54
54
56
58
58
Article 11 REDEMPTIONOF DATED SUBORDINATED DEBT SECURITIES
Section 11.01. Applicability of Article
Section 11.02. Election to Redeem; Notice to Trustee
Section 11.03. Selection by Trustee of Dated Subordinated Debt Securities to be Redeemed
Section 11.04. Notice of Redemption
Section 11.05. Deposit of Redemption Price
Section 11.06. Dated Subordinated Debt Securities Payable on Redemption Date
Section 11.07. Dated Subordinated Debt Securities Redeemed in Part
Section 11.08. Optional Redemption
Section 11.09. Optional Tax Redemption
Section 11.10. Limitations on Redemption
Section 11.11. Officer’s Certificate Related to PRA Consent
Section 11.12. Condition to Repurchase
58
58
58
59
59
59
60
60
60
61
62
62
Article 12 SUBORDINATIONOF DATED SUBORDINATED DEBT SECURITIES
Section 12.01. Status
62
Article 13 U.K. BAIL-IN POWER
Section 13.01. U.K. Bail-in Power Acknowledgement
62
-iii-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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DATED SUBORDINATED DEBT SECURITIES INDENTURE, dated as of [], between 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 and THE BANK OF
NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”), having its
Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this Dated Subordinated Debt Securities Indenture to provide for the issuance from time to time
of its Dated Subordinated Debt Securities (herein called the “Dated Subordinated Debt Securities”), to be issued in one or more series as in this Dated Subordinated
Debt Securities Indenture provided.
All things necessary to make this Dated Subordinated Debt Securities Indenture a valid and binding agreement of the Company, in accordance with its terms,
have been done.
NOW, THEREFORE, THIS DATED SUBORDINATED DEBT SECURITIES INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Dated Subordinated Debt Securities by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of Dated Subordinated Debt Securities and holders of Coupons, if any, as follows:
Article 1
DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION
Section 1.01. Definitions. For all purposes of this Dated Subordinated Debt Securities Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and,
except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United Kingdom at the date of such computation and as applied by the Company; and
(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Dated Subordinated Debt Securities Indenture as a whole and
not to any particular Article, Section or other subdivision.
-1-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Certain terms, used principally in Article 6, are defined when first used.
“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.
“Additional Amounts” has the meaning specified in Section 10.04.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.
“Applicable Law” has the meaning specified in Section 10.04.
“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Dated Subordinated Debt Securities of one or
more series.
“Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five
(5) days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be The Financial
Times of London, if practicable, and which, in the United States, will be The Wall Street Journal , if practicable, and if it shall be impracticable to make any
publication of any notice required hereby in any such newspaper, shall mean any publication or other notice in lieu thereof which is made or given as determined by the
Trustee.
“Authorized Officer” means any Director, the officer of the Company for the time being holding the office of Group Finance Director or Barclays Treasurer or
any Managing Director (or person with similar title and status) in Barclays Treasury (or successor department).
“Beneficial Owners” shall mean (a) with respect to Global Securities, the beneficial owners of the Dated Subordinated Debt Securities (b) with respect to
definitive Dated Subordinated Debt Securities, the Holders in whose names the Dated Subordinated Debt Securities are registered in the Dated Subordinated Debt
Security Register.
“Board of Directors” means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company, which
board of directors or committee may, to the extent permitted by applicable law, delegate its authority.
“Board Resolution” means a copy of a resolution certified by a Company Secretary or by a Director, Associate Director or Manager (or any other person with
similar title and status) of Barclays Corporate Secretariat (or any successor department thereto), or by such other person authorized or duly appointed by the Board of
Directors, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.
-2-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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“Business Day” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Dated Subordinated Debt Securities of
any particular series, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in London, England, The City
of New York or in that Place of Payment are authorized or obligated by law or executive order to close.
“Calculation Agent” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to any
series of Dated Subordinated Debt Securities.
“Capital Regulations” means, at any time, the regulations, requirements, standards, guidelines and policies relating to capital adequacy 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.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.
“Companies Act 2006” means the Companies Act 2006 of England and Wales.
“Company” means the Person named as the “Company” in the first paragraph of this Dated Subordinated Debt Securities Indenture until a successor corporation
shall have become such pursuant to the applicable provisions of this Dated Subordinated Debt Securities Indenture, and thereafter “Company” shall mean such
successor corporation.
“Company Order” and “Company Request” mean, respectively, a written order or request signed in the name of the Company by any Authorized Officer or
Director or Vice President in the Treasury Execution Services, Long Term Unsecured Funding/Capital section (or any successor section thereto) of Barclays Treasury
(or any other person with similar title and status), and delivered to the Trustee.
“Corporate Trust Office” means the Corporate Trust Office referenced in the applicable indenture supplemental hereto establishing the terms of the Dated
Subordinated Debt Securities of a Series in which the Trustee’s corporate trust business is principally administered, or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor
Trustee may designate from time to time by notice to the Holders and the Company).
-3-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The term “corporation” includes corporations, associations, companies and business trusts.
“Coupon” or “Coupons” means any interest coupon or coupons, as the case may be, appertaining to any Dated Subordinated Debt Securities and includes any
talons for further interest coupons.
“Covenant Defeasance” has the meaning specified in Section 4.03.
“Dated Subordinated Debt Securities” has the meaning set forth in the recitals of the Company herein and more particularly means any series of Dated
Subordinated Debt Securities issued, authenticated and delivered under this Dated Subordinated Debt Securities Indenture.
“Dated Subordinated Debt Securities Indenture” or “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular
series of Dated Subordinated Debt Securities established pursuant to Section 3.01.
“Dated Subordinated Debt Security” means one of the Dated Subordinated Debt Securities.
“Dated Subordinated Debt Security Register” and “Dated Subordinated Debt Security Registrar” have the respective meanings specified in Section 3.05.
“Depositary” means, with respect to Dated Subordinated Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Dated Subordinated Debt Securities as contemplated by
Section 3.01.
“Discount Security” means any Dated Subordinated Debt Security which provides for an amount less than the principal amount to be due and payable upon a
declaration of the Maturity thereof pursuant to Section 5.02.
“Discharged” has the meaning specified in Section 4.03.
“Dollar” or “$” or any similar reference means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.
“DTC” means The Depository Trust Company or its nominee.
“Euro” or “€” or any similar reference means the single currency of the participating member states in the Third Stage of European economic and monetary
union pursuant to the Treaty establishing the European Community (as amended from time to time), and as defined in Article 2 of Council Regulation (EC) No. 974/98
of 3 May 1998 on the introduction of the Euro, as amended.
“Event of Default” has the meaning specified in Section 5.04.
-4-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, at the date as of which this instrument was executed; provided ,
however , that in the event the United States Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent required by any
such amendment, the United States Securities Exchange Act of 1934 as so amended.
“FATCA Withholding Tax” has the meaning specified in Section 10.04.
“Foreign Currency” means a currency issued by the government of any country other than the United States of America as at the time of payment is legal tender
for the payment of public and private debts.
“Foreign Government Securities” means with respect to Dated Subordinated Debt Securities and Coupons, if any, of any series that are denominated in a Foreign
Currency, non-callable (i) direct obligations of the government that issued such Foreign Currency for the payment of which obligations its full faith and credit is
pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of such government, the payment of which obligations is
unconditionally guaranteed as a full faith and credit obligation of such government.
“Global Security” means with respect to Dated Subordinated Debt Securities issued in registered form, a global certificate evidencing all or part of a series of
Dated Subordinated Debt Securities, authenticated and delivered to the Depositary and registered in the name of the Depositary or its nominee.
“Group” means Barclays PLC (or any successor holding company of Barclays Bank PLC) and its consolidated subsidiaries.
“Holder” means a Person in whose name a registered Dated Subordinated Debt Security in global or definitive form is registered in the Dated Subordinated Debt
Security Register.
The term “interest”, when used with respect to a Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.
“Interest Payment Date”, when used with respect to any Dated Subordinated Debt Security, means the Stated Maturity of any installment of interest on such
Dated Subordinated Debt Security.
“Investment Company Act” means the U.S. Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.
“Maturity”, when used with respect to any Dated Subordinated Debt Security, means the date, if any, on which the principal of such Dated Subordinated Debt
Security becomes due and payable as therein or herein provided, whether at the Stated Maturity or by call for redemption, winding up of the Company or otherwise.
“Monetary Judgment” has the meaning specified in Section 5.03.
-5-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“Non-Payment Event” has the meaning specified in Section 5.02.
“Officer’s Certificate” means a certificate delivered to the Trustee and signed by any Authorized Officer or Director or Vice President in the Treasury Execution
Services, Long Term Unsecured Funding/Capital section (or any successor section thereto) of Barclays Treasury (or any other person with similar title and status).
“Opinion of Counsel” means a written opinion of legal advisors, who may be legal advisors for the Company or other legal advisors, such counsel to be
acceptable to the Trustee.
“Outstanding”, when used with respect to Dated Subordinated Debt Securities or any series of Dated Subordinated Debt Securities means, as of the date of
determination, all Dated Subordinated Debt Securities or all Dated Subordinated Debt Securities of such series, as the case may be, theretofore authenticated and
delivered under this Dated Subordinated Debt Securities Indenture, except :
(i) Dated Subordinated Debt Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(ii) Dated Subordinated Debt Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government
Securities in the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Dated Subordinated Debt Securities; provided , that, if such
Dated Subordinated Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Dated Subordinated Debt Securities Indenture
or provision therefor satisfactory to the Trustee has been made; and
(iii) Dated Subordinated Debt Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other Dated Subordinated Debt
Securities have been authenticated and delivered pursuant to this Dated Subordinated Debt Securities Indenture;
provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Dated Subordinated Debt Securities of any series have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Dated Subordinated Debt Security denominated
in a Foreign Currency shall be the Dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Dated
Subordinated Debt Security, of the principal amount of such Dated Subordinated Debt Security; and (ii) Dated Subordinated Debt Securities beneficially owned by the
Company or any other obligor upon the Dated Subordinated Debt Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed
not to be Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Dated Subordinated Debt Securities which the Trustee knows to be so beneficially owned shall be so disregarded; provided further , however
, that Dated Subordinated Debt Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to
-6-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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act with respect to such Dated Subordinated Debt Securities and that the pledgee is not the Company or any other obligor upon the Dated Subordinated Debt Securities
or any Affiliate of the Company or of such other obligor.
“Ordinary Shares” means the fully paid ordinary shares in the capital of the Company.
“Paying Agent” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any) or interest, if
any, on any Dated Subordinated Debt Securities on behalf of the Company.
“Performance Obligation” has the meaning specified in Section 5.03.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.
“Place of Payment”, when used with respect to the Dated Subordinated Debt Securities of any series, means the place or places where the principal of (and
premium, if any) and interest, if any, on the Dated Subordinated Debt Securities of that series are payable as specified pursuant to Section 3.01 or, if not so specified, as
specified in Section 10.02.
“Predecessor Security” of any particular Dated Subordinated Debt Security means every previous Dated Subordinated Debt Security evidencing all or a portion
of the same debt as that evidenced by such particular Dated Subordinated Debt Security; and, for the purposes of this definition, any Dated Subordinated Debt Security
authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Dated Subordinated Debt Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Dated Subordinated Debt Security.
“PRA” means the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United Kingdom (or if the Company
becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for the prudential supervision of the
Company.
“Redemption Date”, when used with respect to any Dated Subordinated Debt Security to be redeemed, means the date fixed for such redemption by or pursuant
to this Dated Subordinated Debt Securities Indenture.
“Redemption Price”, when used with respect to any Dated Subordinated Debt Security to be redeemed, means the price at which it is to be redeemed pursuant to
this Dated Subordinated Debt Securities Indenture.
“Regular Record Date” for any interest payable on any Interest Payment Date on registered Dated Subordinated Debt Securities of any series means the date
specified for the purpose pursuant to Section 3.01.
“Relevant U.K. Resolution Authority” has the meaning set forth in the definition of U.K. Bail-In Power.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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“Responsible Officer”, when used with respect to the Trustee, means, any officer assigned to the Corporate Trust Administration Unit (or any successor
division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility for the administration of this Dated
Subordinated Debt Securities Indenture, and for the purposes of Section 6.01(d)(ii) and Section 6.02 shall also include any other officer of the Trustee to whom
any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“Shareholders” means the holders of Ordinary Shares.
“Stated Maturity”, when used with respect to any Dated Subordinated Debt Security or any installment of principal thereof or interest thereon, means the date, if
any, specified in, or determined in accordance with the terms of, such Dated Subordinated Debt Security or in the relevant Coupon, if any, appertaining thereto as the
fixed date on which the principal of such Dated Subordinated Debt Security or such installment of interest is due and payable.
“Subsidiary” has the meaning attributed thereto by Section 1159 of the Companies Act 2006.
“Taxes” has the meaning specified in Section 10.04.
“Tax Event” has the meaning specified in Section 11.09.
“Taxing Jurisdiction” has the meaning specified in Section 10.04.
“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to the
applicable provisions of this Dated Subordinated Debt Securities Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder, and if at
any time there is more than one such Person, “Trustee” shall mean and include each such Person; and “Trustee” as used with respect to the Dated Subordinated Debt
Securities of any series shall mean the Trustee with respect to the Dated Subordinated Debt Securities of such series.
“Trust Indenture Act” means the United States Trust Indenture Act of 1939, as in force at the date as of which this instrument was executed, provided ,
however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.
“U.K. Bail-In Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements
relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in
the United Kingdom to the Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements that are
implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a
framework for the recovery and resolution of credit institutions and investment firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act
2009, as amended, or otherwise,
-8-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted
into shares or other securities or obligations of the Company or any other person (and a reference to the “ Relevant U.K. Resolution Authority ” is to any authority with
the ability to exercise a U.K. Bail-In Power).
“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.
“United States of America” means the United States of America and, except in the case of Section 6.09 and Section 6.14, its territories and possessions.
“U.S. Government Obligations” means (a) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case
(i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (b) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is specified in (a) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
“Vice President”, when used with respect to the Trustee, means any vice president, whether or not designated by a number or a word or words added before or
after the title “vice president”.
“Winding-Up Event” has the meaning specified in Section 5.01.
Section 1.02. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Dated Subordinated Debt Securities Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Dated Subordinated Debt Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the
opinion of the legal advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or
request as to which the furnishing of such documents is specifically required by any provision of this Dated Subordinated Debt Securities Indenture relating to such
particular application or request, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Dated Subordinated Debt Securities Indenture shall
include:
(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
-9-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or
opinion are based;
(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.
Section 1.03. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or
representation with respect to such matters is erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under
this Dated Subordinated Debt Securities Indenture, they may, but need not, be consolidated and form one instrument.
Section 1.04. Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Dated Subordinated Debt Securities Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, when it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Dated Subordinated Debt Securities Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.
-10-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by
a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or
writing acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which the Trustee deems sufficient.
(c) If the Company shall solicit from the Holders of Dated Subordinated Debt Securities of any series any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by Board Resolution or other means, fix in advance a record date for purposes of determining the identity
of Holders of registered Dated Subordinated Debt Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Holders of registered Dated
Subordinated Debt Securities of record at the close of business on such record date shall be deemed to be Holders of registered Dated Subordinated Debt Securities for
the purpose of determining whether Holders of the requisite proportion of Dated Subordinated Debt Securities of such series Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the registered Dated Subordinated Debt Securities
of such series Outstanding shall be computed as of such record date.
(d) The ownership of registered Dated Subordinated Debt Securities shall be proved by the Dated Subordinated Debt Security Register.
(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Dated Subordinated Debt Security shall bind every
future Holder of the same Dated Subordinated Debt Security and the Holder of every Dated Subordinated Debt Security issued upon the registration of transfer thereof
or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Dated Subordinated Debt Security or such other Dated Subordinated Debt Security.
Section 1.05. Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Dated Subordinated Debt Securities Indenture to be made upon, given or furnished to, or filed with,
(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing to the Trustee at its Corporate Trust Office, or
(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, addressed to it at the address of its registered office specified in the first paragraph of this Dated Subordinated Debt Securities
Indenture or faxed to +44 20 7155 9000 (unless another address has been previously furnished in writing to the Trustee by the Company, in which case at the last such
address) marked “Attention: Company Secretary”.
-11-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, Portable Document Format
(PDF), facsimile transmission or other similar unsecured electronic methods, provided , however , that the Trustee shall have received from the Company an
incumbency certificate listing persons designated to give such instructions or directions and containing the titles and specimen signatures of such designated
persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to
give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such
instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding a conflict or inconsistency between such
instructions and a subsequent written instruction. The Company agrees to assume all risks arising out of the use of such electronic methods to submit instructions
and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or interception and misuse by
third parties.
Section 1.06. Notice to Holders; Waiver. When this Dated Subordinated Debt Securities Indenture provides for notice to Holders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided), in the case of Global Securities, if given in accordance with the applicable procedures of the
Depositary and, in the case of all Dated Subordinated Debt Securities, if given in writing and mailed, first-class postage prepaid, to each Holder of a registered Dated
Subordinated Debt Security affected by such event in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant
to Section 7.03(a) of this Dated Subordinated Debt Securities Indenture, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of
such notice.
For so long as the Dated Subordinated Debt Securities of any series are represented by Global Securities, the Company will deliver all notices with respect to
such series to the Depositary for such Dated Subordinated Debt Security (or its designee).
When notice to Holders of registered Dated Subordinated Debt Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Dated Subordinated Debt Securities Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to
give such notice by mail, then such notification as shall be determined by the Trustee shall constitute a sufficient notification for every purpose hereunder.
-12-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 1.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is
required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any
provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be
excluded, as the case may be. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this
Dated Subordinated Debt Securities Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise
included herein would not be so required or imposed (in whole or in part) if this Dated Subordinated Debt Securities Indenture were executed at such future time,
the Company and the Trustee may enter into one or more indentures supplemental hereto pursuant to Section 9.01 to change or eliminate (in whole or in part)
such provision or limitation of this Dated Subordinated Debt Securities Indenture in conformity with the requirements of the Trust Indenture Act as then in force,
except that (subject to Article 9) no provision or limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(1), (d)(2), (d)(3) and
(e), 316(a)(1)(A), (a)(1)(B), (a)(2), (a) (last sentence) and (b) of the Trust Indenture Act as in force at the date as of which this Dated Subordinated Debt
Securities Indenture was executed may be so changed or eliminated.
Section 1.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall
not affect the construction hereof.
Section 1.09. Successors and Assigns. All covenants and agreements in this Dated Subordinated Debt Securities Indenture by the Company shall bind its
successors and assigns, whether so expressed or not. All covenants and agreements in this Dated Subordinated Debt Securities Indenture by the Trustee shall bind its
successors and assigns, whether so expressed or not.
Section 1.10. Separability Clause. In case any provision in this Dated Subordinated Debt Securities Indenture or in the Dated Subordinated Debt Securities or the
Coupons 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 1.11. Benefits of Dated Subordinated Debt Securities Indenture. Nothing in this Dated Subordinated Debt Securities Indenture or in the Dated
Subordinated Debt Securities or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders
of Dated Subordinated Debt Securities or the holders of Coupons, any benefit or any legal or equitable right, remedy or claim under this Dated Subordinated Debt
Securities Indenture.
Section 1.12. Governing Law. This Dated Subordinated Debt Securities Indenture and the Dated Subordinated Debt Securities and the Coupons shall be
governed by and construed in accordance with the laws of the State of New York, except for any subordination provisions
-13-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
applicable to the Dated Subordinated Debt Securities and the Coupons of a series pursuant to Section 3.01 hereof, which shall be governed by and construed in
accordance with the laws of England, and except that the authorization and execution of this Dated Subordinated Debt Securities Indenture, the Dated Subordinated
Debt Securities and the Coupons shall be governed (in addition to the laws of the State of New York relevant to execution) by the respective jurisdictions of
organization of the Company and the Trustee, as the case may be.
Section 1.13. Saturdays, Sundays and Legal Holidays. The terms of the Dated Subordinated Debt Securities (and Coupons, if any) shall provide that, in any case
where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity of a Dated Subordinated Debt Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Dated Subordinated Debt Securities Indenture or the Dated Subordinated Debt Securities or Coupons other
than a provision in the Dated Subordinated Debt Securities or Coupons that specifically states that such provision shall apply in lieu of this Section) payments of
interest, if any, or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at
such Place of Payment (or such other Business Day as shall be provided in such Dated Subordinated Debt Security or Coupon) with the same force and effect as if made
on such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, provided that no interest shall accrue on such payment for the period from and after
such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, as the case may be and provided , further , that if such next succeeding Business Day at
any Place of Payment would fall in the succeeding Financial Year (as defined by reference to Section 390 of the Companies Act 2006) of the Company, payment may
be made in full on the immediately preceding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, as the case may be.
Section 1.14. Appointment of Agent for Service. By the execution and delivery of this Indenture, the Company hereby designates Barclays Bank PLC (New York
Branch), 745 Seventh Avenue, New York, New York 10019, Attention: General Counsel as its authorized agent upon which process may be served in any suit or
proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Dated Subordinated Debt Securities, the
Coupons or this Dated Subordinated Debt Securities Indenture, but for that purpose only, and agrees that service of process upon said agent shall be deemed in every
respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City of New York. Such
appointment shall be irrevocable so long as any of the Dated Subordinated Debt Securities remain Outstanding until the appointment of a successor by the Company
and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such successor. The
Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of said agent in full force and effect so long as any of the Dated Subordinated Debt Securities shall be Outstanding. The Trustee shall
not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company hereby submits (for the purposes of
any such suit or proceeding) to the
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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jurisdiction of any Federal or State court in the Borough of Manhattan, The City of New York in which any such suit or proceeding is so instituted, and waives, to the
extent it may effectively do so, any objection it may have now or hereafter to the laying of the venue of any such suit or proceeding.
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.
Section 1.16. Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE, AND EACH HOLDER OF A DATED SUBORDINATED DEBT
SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE DATED
SUBORDINATED DEBT SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 1.17. Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.
Article 2
DATED SUBORDINATED DEBT SECURITY FORMS
Section 2.01. Forms Generally. The Dated Subordinated Debt Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as
shall be established by or pursuant to a Board Resolution, and in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Dated Subordinated Debt Securities Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or
regulation made pursuant thereto or with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Dated
Subordinated Debt Securities and Coupons, all as evidenced by any such execution; provided , however , that such Dated Subordinated Debt Securities and Coupons
shall have endorsed thereon a statement in the following form or in substantially the following form:
“The rights of the holder of this Dated Subordinated Debt Security/Coupon are, to the extent and in the manner set forth in Section [] of the indenture supplemental
to the Dated Subordinated Debt Securities Indenture that establishes the terms of this Dated Subordinated Debt Security/Coupon, subordinated to the claims of other
creditors of the Company, and this Dated Subordinated Debt Security/Coupon is issued subject to the provisions of that Section [ ], and the holder of this Dated
Subordinated Debt Security/Coupon, by accepting the same, agrees to and shall be bound by such provisions. Such provisions and the terms of this paragraph are
governed by, and shall be construed in accordance with, the laws of England”.
-15-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14.
The definitive Dated Subordinated Debt Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods or
may be produced in any other manner permitted by the rules of any securities exchange on which the Dated Subordinated Debt Securities may be listed, all as
determined by the officers executing such Dated Subordinated Debt Securities, as evidenced by their execution thereof.
Section 2.02. Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Dated Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Dated Subordinated Debt Securities
Indenture.
Date:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
Authorized Signatory
Article 3
THE DATED SUBORDINATED DEBT SECURITIES
Section 3.01. Amount Unlimited; Issuable in Series. The aggregate principal amount of Dated Subordinated Debt Securities which may be authenticated and
delivered under this Dated Subordinated Debt Securities Indenture is unlimited. The Dated Subordinated Debt Securities may be issued in one or more series.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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There shall be established by or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the manner provided, in an
Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the initial issuance of Dated Subordinated Debt Securities of any
series,
(a) the title of the Dated Subordinated Debt Securities of the series (which shall distinguish the Dated Subordinated Debt Securities of the series from all other
Dated Subordinated Debt Securities);
(b) any limit upon the aggregate principal amount of the Dated Subordinated Debt Securities of the series that may be authenticated and delivered under this
Dated Subordinated Debt Securities Indenture (except for Dated Subordinated Debt Securities authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Dated Subordinated Debt Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Dated
Subordinated Debt Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(c) the date or dates on which the principal of (and premium, if any, on) the Dated Subordinated Debt Securities of the series is payable;
(d) under what conditions, if any, the Company may be substituted as the issuer of the Dated Subordinated Debt Securities of the series (including pursuant to
Article 8);
(e) the ranking of the Dated Subordinated Debt Securities of the series relative to the debt and equity issued by the Company, including to what extent it may
rank junior in right of payment to other of the Company’s obligations or in any other manner;
(f) whether the Dated Subordinated Debt Securities of the series are intended to qualify as capital for capital adequacy purposes;
(g) the rate or rates, if any, at which the Dated Subordinated Debt Securities of the series shall accrue interest or the manner of calculation of such rate or rates, if
any, the date or dates, if any, from which such interest shall accrue, the Interest Payment Dates on which such interest, if any, shall be payable or the manner of
determination of such Interest Payment Dates and, in the case of registered Dated Subordinated Debt Securities, the Regular Record Date for the interest payable on any
Interest Payment Date, and any dates required to be established pursuant to Section 7.01;
(h) whether any premium, upon redemption or otherwise, shall be payable by the Company on Dated Subordinated Debt Securities of the series;
(i) whether the Dated Subordinated Debt Securities of the series are to be issued as Discount Securities and the amount of the discount at which such Discount
Securities may be issued;
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(j) provisions, if any, for the discharge and defeasance of Dated Subordinated Debt Securities of the series;
(k) any additional condition to which payment of any principal of (or premium, if any) or interest on Dated Subordinated Debt Securities of the series will be
subject;
(l) the place or places where the principal of (and premium, if any) and any interest on Dated Subordinated Debt Securities of the series shall be payable, and the
Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Dated Subordinated Debt Securities of such series, at
least one of which Paying Agents shall have an office or agency in the Borough of Manhattan, The City of New York;
(m) other than with respect to any redemption of the Dated Subordinated Debt Securities pursuant to Sections 11.08 and 11.09, whether or not such series of
Dated Subordinated Debt Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, the period or periods within which, the
price or prices at which and the terms and conditions upon which, Dated Subordinated Debt Securities of the series may be redeemed, including the date referred to in
Section 11.09;
(n) if there are any conditions on the Company repurchasing the Dated Subordinated Debt Securities of the series, such conditions;
(o) the obligation, if any, of the Company to redeem or purchase Dated Subordinated Debt Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Dated
Subordinated Debt Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation (except with respect to any redemption of
Dated Subordinated Debt Securities pursuant to Section 11.09);
(p) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Dated Subordinated Debt Securities of the series in each
applicable form shall be issuable;
(q) if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Dated Subordinated Debt
Securities of the series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of
Dated Subordinated Debt Securities of any series which are redeemable before their Stated Maturity, or which the Trustee shall be entitled to file and prove a claim
pursuant to Section 5.04;
(r) whether Additional Amounts, pursuant to Section 10.04, will not be payable by the Company;
(s) whether the Dated Subordinated Debt Securities of the series will be issued in registered form or in bearer form or both and, if bearer securities will be issued,
whether or not the Dated Subordinated Debt Securities will be issued with Coupons attached and any other provisions related to bearer securities, whether a Global
Security will initially be executed and
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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delivered, whether registered Dated Subordinated Debt Securities of the series may be exchanged for bearer Dated Subordinated Debt Securities of the series and vice
versa , and the circumstances under which any such exchanges, if permitted, may be made and whether any restrictions will be applicable to the offer, sale or delivery of
bearer or registered Dated Subordinated Debt Securities;
(t) if other than Dollars, provisions, if any, for the Dated Subordinated Debt Securities of the series to be denominated, and payments thereon to be made, in Euro
or Foreign Currencies and specifying the manner and place of payment thereon and any other terms with respect thereto and the manner of determining the equivalent
thereof in Dollars for purposes of the definition of “Outstanding” in Section 1.01;
(u) if other than the currency in which the Dated Subordinated Debt Securities of that series are denominated, the currency in which payment of the principal of
(and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of such series shall be payable;
(v) if the principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of such series are to be payable, at the election of the
Company or a Holder thereof, in a currency other than that in which the Dated Subordinated Debt Securities are denominated, the period or periods within which, and
the terms and conditions upon which, such election may be made;
(w) whether the Dated Subordinated Debt Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the initial
Holder with respect to such Global Security or Dated Subordinated Debt Securities;
(x) if the Dated Subordinated Debt Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Dated Subordinated Debt Security of such series or otherwise) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the
form and terms of such certificates, documents or conditions;
(y) if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Dated Subordinated Debt Securities of the series may be
determined with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the
Calculation Agent, if any, who shall be appointed and authorized to calculate such amounts;
(z) the terms, if any, on which such Dated Subordinated Debt Securities may or shall be converted into or exchanged at the option of the Company or otherwise
for stock or other securities of the Company or another entity or other entities, into a basket or baskets of such securities, into an index or indices of such securities, into
the cash value therefor or into any combination of the foregoing, any specific terms relating to the adjustment thereof and the period during which such Dated
Subordinated Debt Securities may or shall be so converted or exchanged;
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(aa) any other Events of Default or covenants with respect to the Dated Subordinated Debt Securities of such series and, if other than as specified in this
Dated Subordinated Debt Securities Indenture, the terms thereof;
(bb) the forms of Dated Subordinated Debt Securities of the series and any Coupons appertaining thereto;
(cc) any applicable additional provision or provisions related to the U.K. Bail-In Power; and
(dd) any other terms of the series (which terms shall not be inconsistent with the provisions of this Dated Subordinated Debt Securities Indenture, except as
permitted by Section 9.01(d)).
All Dated Subordinated Debt Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in
any indenture supplemental hereto.
If the forms of Dated Subordinated Debt Securities of any series and any Coupons to be attached thereto, or any of the terms thereof, are established by action
taken by the Board of Directors of the Company, copies of the Board Resolutions in respect thereof shall be delivered to the Trustee at or prior to the delivery of the
Company Order pursuant to Section 3.03 for the authentication and delivery of such Dated Subordinated Debt Securities.
Section 3.02. Denominations. The Dated Subordinated Debt Securities of each series shall be issuable in such denominations as shall be specified as
contemplated by Section 3.01. In the absence of any such specification with respect to the Dated Subordinated Debt Securities of any series, the Dated Subordinated
Debt Securities of each series shall be issuable in denominations of $1,000 and any integral multiple thereof.
Section 3.03. Execution, Authentication, Delivery and Dating. The Dated Subordinated Debt Securities and any Coupons shall be executed on behalf of the
Company by any two of the following: any of its Authorized Officers or any Director or Vice President in the Treasury Execution Services, Long Term Unsecured
Funding/Capital section (or any successor section thereto) of Barclays Treasury. The signature of any of these officers on the Dated Subordinated Debt Securities or the
Coupons may be manual or facsimile. Dated Subordinated Debt Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Dated Subordinated Debt Securities or Coupons.
At any time and from time to time after the execution and delivery of this Dated Subordinated Debt Securities Indenture, the Company may deliver Dated
Subordinated Debt Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and
delivery of such Dated Subordinated Debt Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Dated Subordinated
Debt Securities. In authenticating such Dated Subordinated Debt
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Securities and accepting the additional responsibilities under this Dated Subordinated Debt Securities Indenture in relation to such Dated Subordinated Debt Securities
the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel, each
stating that the form and terms thereof have been established in conformity with the provisions of this Dated Subordinated Debt Securities Indenture, and complying
with Section 1.02.
The Trustee shall not be required to authenticate such Dated Subordinated Debt Securities if the issue of such Dated Subordinated Debt Securities pursuant to
this Dated Subordinated Debt Securities Indenture will affect the Trustee’s own rights, duties or immunities under the Dated Subordinated Debt Securities or any
Coupons and this Dated Subordinated Debt Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
Each registered Dated Subordinated Debt Security shall be dated the date of its authentication.
No Dated Subordinated Debt Security or Coupon appertaining thereto shall be entitled to any benefit under this Dated Subordinated Debt Securities Indenture or
be valid or obligatory for any purpose unless there appears on such Dated Subordinated Debt Security a certificate of authentication substantially in the form provided
for herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Dated Subordinated Debt Security shall be conclusive evidence,
and the only evidence, that such Dated Subordinated Debt Security has been duly authenticated and delivered hereunder and that such Dated Subordinated Debt
Security or Coupon is entitled to the benefits of this Dated Subordinated Debt Securities Indenture. Notwithstanding the foregoing, if any Dated Subordinated Debt
Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Dated Subordinated
Debt Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Dated Subordinated Debt Securities Indenture such Dated Subordinated
Debt Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Dated Subordinated Debt
Securities Indenture.
Section 3.04. Temporary Dated Subordinated Debt Securities. Pending the preparation of definitive Dated Subordinated Debt Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Dated Subordinated Debt Securities substantially of the tenor of
the definitive Dated Subordinated Debt Securities in lieu of which they are issued, which Dated Subordinated Debt Securities may be printed, lithographed, typewritten,
photocopied or otherwise produced. Temporary Dated Subordinated Debt Securities may be issued as registered Dated Subordinated Debt Securities in any authorized
denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Dated Subordinated Debt Securities may
determine, all as evidenced by such execution.
If temporary Dated Subordinated Debt Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Dated
Subordinated Debt Securities, definitive Dated Subordinated Debt Securities of such series to be prepared without unreasonable delay. After the preparation of
definitive Dated Subordinated Debt Securities of such series, the
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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temporary Dated Subordinated Debt Securities of such series shall be exchangeable for definitive Dated Subordinated Debt Securities of such series containing identical
terms and provisions upon surrender of the temporary Dated Subordinated Debt Securities of such series (including any and all unmatured Coupons or matured
Coupons in default attached thereto) at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Dated Subordinated Debt Securities of any series the Company shall execute, and the Trustee shall authenticate and deliver
in exchange therefor, a like aggregate principal amount of definitive Dated Subordinated Debt Securities of the same series of authorized denominations containing
identical terms and provisions. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating thereto, the temporary Dated Subordinated
Debt Securities of any series shall in all respects be entitled to the same benefits (but shall be subject to all the limitations of rights) under this Dated Subordinated Debt
Securities Indenture as definitive Dated Subordinated Debt Securities of such series.
Section 3.05. Registration, Registration of Transfer and Exchange.
(a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Dated Subordinated Debt Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of Dated Subordinated Debt Securities and of transfers of Dated
Subordinated Debt Securities. The Trustee is hereby appointed “Dated Subordinated Debt Security Registrar” for the purpose of registering Dated Subordinated Debt
Securities and transfers of Dated Subordinated Debt Securities as herein provided.
Upon surrender for registration of transfer of any Dated Subordinated Debt Security of a series at the office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or
more new Dated Subordinated Debt Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
At the option of the Holder, Dated Subordinated Debt Securities of any series may be exchanged for other Dated Subordinated Debt Securities of the same
series, of any authorized denominations and of like tenor and aggregate principal amount upon surrender of the Dated Subordinated Debt Securities to be exchanged at
such office or agency. Whenever any Dated Subordinated Debt Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and make available for delivery, the Dated Subordinated Debt Securities which the Holder making the exchange is entitled to receive.
All Dated Subordinated Debt Securities issued upon any registration of transfer or exchange of Dated Subordinated Debt Securities shall be the valid obligations
of the Company, evidencing the same debt, and entitled to the same benefits under this Dated Subordinated Debt Securities Indenture, as the Dated Subordinated Debt
Securities surrendered upon such registration of transfer or exchange.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Every Dated Subordinated Debt Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the
Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Dated Subordinated Debt Security
Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange of Dated Subordinated Debt Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Dated Subordinated
Debt Securities, other than exchanges pursuant to Section 3.04, Section 9.06 or Section 11.07 not involving any transfer.
If the Dated Subordinated Debt Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to
issue, register the transfer of or exchange any Dated Subordinated Debt Securities of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of any such Dated Subordinated Debt Securities selected
for redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Dated Subordinated
Debt Security so selected for redemption in whole or in part, except the unredeemed portion of any Dated Subordinated Debt Security being redeemed in part.
(b) Except as otherwise specified pursuant to Section 3.01, registered Dated Subordinated Debt Securities of any series may be exchanged for a like aggregate
principal amount of registered Dated Subordinated Debt Securities of such series of other authorized denominations containing identical terms and provisions. Dated
Subordinated Debt Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02 for such purpose, and
the Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Dated Subordinated Debt Security or Dated Subordinated Debt
Securities of the same series which the Holder making the exchange shall be entitled to receive.
(c) The provisions of this Section 3.05(c) shall apply only to Global Securities unless otherwise specified as contemplated by Section 3.01:
(i) Each Global Security authenticated under this Dated Subordinated Debt Securities Indenture shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute
a single Dated Subordinated Debt Security for all purposes of this Dated Subordinated Debt Securities Indenture.
(ii) Notwithstanding any other provision in this Dated Subordinated Debt Securities Indenture, no Global Security may be exchanged in whole or in part for
Dated Subordinated Debt Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (x) has notified the
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Company that it is unwilling or unable to continue as Depositary for such Global Security or (y) has ceased to be a clearing agency registered under the Exchange Act,
(B) there shall have occurred and be continuing a Winding-Up Event with respect to such Global Security, (C) at any time if the Company at its option and in its sole
discretion determines that the Global Securities of a particular series should be exchanged for definitive Dated Subordinated Debt Securities of that series in registered
form or (D) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by
Section 3.01.
(iii) Subject to Clause (ii) above, any exchange of a Global Security for other Dated Subordinated Debt Securities may be made in whole or in part, and all
Dated Subordinated Debt Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.
(iv) Every Dated Subordinated Debt Security authenticated and made available for delivery upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Section 3.05, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Dated Subordinated Debt Security is registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.
Section 3.06. Mutilated, Destroyed, Lost and Stolen Dated Subordinated Debt Securities. If any mutilated Dated Subordinated Debt Security or Coupon
(including any Global Security) is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Dated Subordinated Debt Security,
authenticate and deliver, or in the case of a Coupon deliver, in exchange therefor a new Dated Subordinated Debt Security or Coupon of the same series containing
identical terms and provisions and of like amount, and bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Dated Subordinated Debt
Security (including any Global Security) or Coupon and (b) such security or indemnity as may be required by them to save each of them and any agent of any of them
harmless, then, in the absence of notice to the Company or the Trustee that such Dated Subordinated Debt Security or Coupon has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed,
lost or stolen Dated Subordinated Debt Security or Coupon a new Dated Subordinated Debt Security or Coupon of the same series containing identical terms and
provisions and of the amount, and bearing a number not contemporaneously outstanding.
In case any such mutilated, destroyed, lost or stolen Dated Subordinated Debt Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Dated Subordinated Debt Security or Coupon, pay such Dated Subordinated Debt Security or Coupon.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Upon the issuance of any new Dated Subordinated Debt Security or Coupon under this Section, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee)
connected therewith.
Every new Dated Subordinated Debt Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Dated Subordinated
Debt Security or Coupon shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Dated Subordinated
Debt Security or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Dated Subordinated Debt Securities Indenture
equally and proportionately with any and all other Dated Subordinated Debt Securities and Coupons of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Dated Subordinated Debt Securities or Coupons.
Section 3.07. Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Dated
Subordinated Debt Securities, interest, if any, on any Dated Subordinated Debt Securities which is payable, and is paid or duly provided for, on any Interest Payment
Date shall be paid, in the case of registered Dated Subordinated Debt Securities, to the Person in whose name that Dated Subordinated Debt Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest or, in the case of Global Securities held by any Holder, to the
Holder including through a Paying Agent of the Company designated pursuant to Section 3.01 by wire transfer of same-day funds to the Holder.
In the case of registered Dated Subordinated Debt Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of
New York will be made in Dollars by check drawn on, or, at the request of the Holder, by wire transfer of same-day funds to a Dollar account maintained by the payee
with, a bank in The City of New York.
In the case of registered Dated Subordinated Debt Securities where payment is to be made in a Foreign Currency or Euro, payment will be made as established
pursuant to Section 3.01.
Subject to the foregoing provisions of this Section, each Dated Subordinated Debt Security delivered under this Dated Subordinated Debt Securities Indenture
upon registration of transfer of or in exchange for or in lieu of any other Dated Subordinated Debt Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Dated Subordinated Debt Security.
Section 3.08. Persons Deemed Owners. Prior to due presentment of a registered Dated Subordinated Debt 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 such Dated Subordinated Debt Security is registered as the owner of such
Dated Subordinated Debt Security for the purpose of receiving (subject to Section 3.07) payment of principal of (and premium, if any)
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
and interest, if any, on such Dated Subordinated Debt Security and for all other purposes whatsoever, whether or not such Dated Subordinated Debt Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Section 3.09. Cancellation. All Dated Subordinated Debt Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or
for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for cancellation any Dated Subordinated Debt Securities previously authenticated and delivered hereunder and
Coupons which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person for delivery to the Trustee) for
cancellation any Dated Subordinated Debt Securities previously authenticated hereunder and Coupons which the Company has not issued and sold, and all Dated
Subordinated Debt Securities and Coupons so delivered shall be promptly cancelled by the Trustee. No Dated Subordinated Debt Securities shall be authenticated in
lieu of or in exchange for any Dated Subordinated Debt Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Dated
Subordinated Debt Securities of any series or pursuant to the provisions of this Dated Subordinated Debt Securities Indenture. The Trustee shall deliver to the Company
all cancelled Dated Subordinated Debt Securities and Coupons held by the Trustee.
Section 3.10. Computation of Interest. Payments of interest on the Dated Subordinated Debt Securities of each series shall be computed on the applicable basis
set forth pursuant to Section 3.01 for Dated Subordinated Debt Securities for such series.
Section 3.11. CUSIP Numbers. The Company in issuing the Dated Subordinated Debt Securities may use “CUSIP” numbers (if then generally in use), and, if so,
the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Dated Subordinated Debt Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Dated Subordinated Debt Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.
Article 4
SATISFACTIONAND DISCHARGE
Section 4.01. Satisfaction and Discharge of Dated Subordinated Debt Securities Indenture. This Dated Subordinated Debt Securities Indenture shall upon
Company Request cease to be of further effect with respect to Dated Subordinated Debt Securities of any series (except as to any surviving rights of registration of
transfer or exchange of Dated Subordinated Debt Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Dated Subordinated Debt Securities Indenture with respect to the Dated Subordinated Debt
Securities of such series when
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(a) either:
(i) all Dated Subordinated Debt Securities of such series theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than
(x) Dated Subordinated Debt Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and
(y) Dated Subordinated Debt Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation; or
(ii) all such Dated Subordinated Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation
(A) have become due and payable or will become due and payable at their Stated Maturity within one (1) year, or
(B) are to be called for redemption within one (1) year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in
the name, and at the expense, of the Company,
and the Company has deposited or caused to be deposited with the Trustee, as trust funds in trust for the purpose, an amount in cash, or U.S. Government Obligations
(with respect to Dated Subordinated Debt Securities denominated in Dollars) or Foreign Government Securities (with respect to Dated Subordinated Debt Securities
denominated in the same Foreign Currency) maturing as to principal and interest in such amounts and at such times as will ensure the availability of cash sufficient to
pay and discharge all claims with respect to such Dated Subordinated Debt Securities and Coupons not theretofore delivered to the Trustee for cancellation, for
principal (and premium, if any) and accrued interest, if any, to the date of such deposit (in the case of Dated Subordinated Debt Securities and Coupons which have
become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Dated Subordinated Debt Securities of such
series; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture with respect to the Dated Subordinated Debt Securities of such series
have been complied with.
Notwithstanding any satisfaction and discharge of this Dated Subordinated Debt Securities Indenture, the obligations of the Company to the Trustee under
Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if cash, U.S. Government Obligations and/or Foreign Government
Securities shall have been deposited with the Trustee pursuant to subclause (a)(ii) of this Section 4.01(a)(ii), the obligations of the Trustee under Section 4.02 and the
last paragraph of Section 10.03 shall survive such satisfaction and discharge.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 4.02. Application of Trust Money. Subject to the provisions of the last paragraph of Section 10.03, all cash, U.S. Government Obligations and
Foreign Government Securities deposited with the Trustee pursuant to Section 4.01 shall be held in trust and such cash and the proceeds from such U.S.
Government Obligations and/or Foreign Government Securities shall be applied by it, in accordance with the provisions of the Dated Subordinated Debt
Securities of such series, any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for the payment of which such cash, U.S. Government Obligations and/or Foreign Government Securities have been deposited with the Trustee.
Section 4.03. Defeasance Upon Deposit of Moneys or Government Obligations. At the Company’s option, either (1) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to any series of Dated Subordinated Debt Securities after the applicable conditions set forth below have
been satisfied, or (2) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section 8.01 or 8.02 or any
covenant set forth in any indenture supplemental hereto or otherwise established pursuant to Sections 3.01(aa), 9.01(b) or 9.01(f) (“Covenant Defeasance”), with respect
to any series of Dated Subordinated Debt Securities at any time after the applicable conditions set forth below have been satisfied:
(a) the Company shall have deposited or caused to be deposited irrevocably with the Trustee or its agent as trust funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Dated Subordinated Debt Securities of such series and the holders of any Coupons appertaining thereto
(i) money in an amount, or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will
provide, not later than the due date of any payment, money in an amount, or (iii) a combination of (i) and (ii), in each case sufficient, in the opinion (with respect to
(ii) and (iii)) of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest on, the
outstanding Dated Subordinated Debt Securities of such series and any Coupons appertaining thereto on the respective Stated Maturities, in accordance with the terms
of this Indenture and such Dated Subordinated Debt Securities;
(b) if the Dated Subordinated Debt Securities of such series are then listed on any securities exchange, the Company shall have delivered to the Trustee an
Opinion of Counsel to the effect that the exercise of the option under this Section 4.03 would not cause such Dated Subordinated Debt Securities to be delisted;
(c) no event which is, or after notice or lapse of time or both would become, an Event of Default with respect to the Dated Subordinated Debt Securities of such
series shall have occurred and be continuing at the time of such deposit;
(d) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Dated Subordinated Debt Securities of such series
will not recognize
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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income, gain or loss for Federal income tax purposes as a result of the exercise of the option under this Section 4.03 and will be subject to Federal income tax on the
same amount and in the same manner and at the same times as would have been the case if such option had not been exercised, and, in the case of Dated Subordinated
Debt Securities being Discharged, such opinion shall be accompanied by a private letter ruling to that effect received from the United States Internal Revenue Service or
a revenue ruling pertaining to a comparable form of transaction to that effect published by the United States Internal Revenue Service; and
(e) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to
such Discharge or Covenant Defeasance have been complied with.
“Discharged” means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by, and obligations under, the Dated
Subordinated Debt Securities of such series and to have satisfied all the obligations under this Indenture relating to the Dated Subordinated Debt Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (1) the rights of Holders of Dated
Subordinated Debt Securities of such series to receive, from the trust fund described in clause (a) above payment of the principal of and the interest on such Dated
Subordinated Debt Securities when such payments are due; (2) the Company’s obligations with respect to such Dated Subordinated Debt Securities under Sections 3.05,
3.06, 10.02 and 10.03; and (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder.
Notwithstanding any Covenant Defeasance with respect to Sections 8.01 and 8.02, any corporation or Person that would otherwise have been required to assume
the obligations of the Company pursuant to said Sections shall be required, as a condition to any merger, consolidation, amalgamation, transfer, conveyance or lease
contemplated thereby, to assume the obligations of the Company to the Trustee under Section 6.07.
Article 5
REMEDIES
Section 5.01. Winding-Up Event. (a) A “Winding-Up Event”, whenever used herein with respect to a particular series of Dated Subordinated Debt Securities,
shall result if (i) a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding-up of
the Company which is not successfully appealed within thirty (30) days of the making of such order, (ii) the Shareholders of the Company adopt an effective resolution
for the winding-up of the Company (other than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation
not involving a bankruptcy or insolvency) or (iii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare
and distribute a dividend.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(b) If a Winding-Up Event occurs, the principal amount of the Dated Subordinated Debt Securities of each series 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.
Section 5.02. Non-Payment Event. If the Company fails to pay any amount that has become due and payable under the Dated Subordinated Debt Securities of
any series and such failure continues for fourteen (14) days, the Trustee may provide a written notice of such failure to the Company. If within a period of fourteen
(14) days following the provision of such notice, the failure continues and has not been cured nor waived (a “Non-Payment Event”), 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.
Section 5.03. Limited Remedies for Breach of Obligations (Other than Non-Payment). In addition to the remedies for a Non-Payment Event provided in
Section 5.02 above, the Trustee may without further notice institute such proceedings against the Company as it may deem fit to enforce any term, obligation or
condition binding upon the Company under a particular series of Dated Subordinated Debt Securities or this Dated Subordinated Debt Securities Indenture (other than
any payment obligation of the Company under or arising from the Dated Subordinated Debt Securities of such series or this Dated Subordinated Debt Securities
Indenture, including, without limitation, payment of any principal or interest) (such obligation, a “Performance Obligation”), provided always that the Trustee (acting
on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series) and the Holders and Beneficial Owners of the Dated
Subordinated Debt Securities may not enforce, and may not be entitled to enforce or otherwise claim, against the Company any judgment or other award given in such
proceedings that requires the payment of money by the Company whether by way of damages or otherwise (a “Monetary Judgment”), except by proving such Monetary
Judgment in a winding-up of the Company and/or by claiming such Monetary Judgment in an administration of the Company. For the avoidance of doubt, the sole and
exclusive manner by which the Trustee (acting on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series) and the Holders
and Beneficial Owners of the Dated Subordinated Debt Securities may seek to enforce or otherwise claim a Monetary Judgment against the Company in connection
with the Company’s breach of a Performance Obligation shall be by proving such Monetary Judgment in a winding-up of the Company and/or by claiming such
Monetary Judgment in an administration of the Company. By its acquisition of the Dated Subordinated Debt Securities, each Holder and Beneficial Owner of the Dated
Subordinated Debt Securities acknowledges and agrees that such holder will not seek to enforce or otherwise claim, and will not direct the Trustee (acting on behalf of
the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series) to enforce or otherwise claim, a Monetary Judgment against the Company
in connection with the Company’s breach of a Performance Obligation, except by proving such Monetary Judgment in a winding-up of the Company and/or by
claiming such Monetary Judgment in an administration of the Company.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 5.04. No Other Remedies and Other Terms.
(a) Other than the limited remedies specified in this Article V, and subject to paragraph (c) below, no remedy against the Company shall be available to the
Trustee (acting on behalf of the Holders and Beneficial Owners of the Dated Subordinated Debt Securities of any series) and to the Holders and Beneficial Owners,
whether for the recovery of amounts owing in respect of a particular series of Dated Subordinated Debt Securities or under this Dated Subordinated Debt Indenture, or
in respect of any breach by the Company of any of the Company’s obligations under or in respect of the terms of such Dated Subordinated Debt Securities or under this
Dated Subordinated Debt Indenture in relation thereto; provided , however, that the Company’s obligations to the Trustee under Section 6.07 of this Dated
Subordinated Debt Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to Section 5.06 of this
Dated Subordinated Debt Indenture expressly survive any such Event of Default and are not subject to the subordination provisions of Article XII and any subordination
provision in any supplemental indenture hereto.
(b) In the case of an Event of Default under the Dated Subordinated Debt Securities, the Trustee shall exercise such of the rights and powers vested in it by this
Dated Subordinated Debt Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the
conduct of his or her own affairs. An “Event of Default” shall occur upon (i) the occurrence of a Winding-Up Event or (ii) the occurrence of a Non-Payment Event or
(iii) a breach by the Company of a Performance Obligation.
(c) Notwithstanding the limitations on remedies specified under this Article V, (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 Dated Subordinated Debt Securities under the provisions of this Dated
Subordinated Debt Indenture, and (2) nothing shall impair the right of a Holder or Beneficial Owner of the Dated Subordinated Debt Securities of any series 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 Dated Subordinated Debt
Securities; provided that, in the case of (1) and (2) above, any payments in respect of, or arising from, the Dated Subordinated Debt 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 Article XII and any subordination provision in any supplemental indenture hereto.
(d) No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Dated Subordinated Debt Security, or for any claim based
thereon or on any Coupon or otherwise in respect thereof or of such Coupon and no recourse under or upon any obligation, covenant or agreement of the Company in
this Dated Subordinated Debt Securities Indenture, or in any Dated Subordinated Debt Security or in any Coupon, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the
Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, it being expressly understood that to
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
the extent lawful all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Dated Subordinated Debt
Securities Indenture and the issue of the Dated Subordinated Debt Securities.
Section 5.05. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition, winding up or other judicial proceeding relative to the Company or any other obligor upon the Dated Subordinated Debt Securities of any
series or to the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not
involving bankruptcy or insolvency), the Trustee (irrespective of whether the principal of the Dated Subordinated Debt Securities of such series shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of
overdue principal (and premium, if any) or interest, if any) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys and other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of a Dated Subordinated Debt
Security and each holder of a Coupon to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to
such Holders or holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due to the Trustee under Section 6.07.
Subject to Article 8 and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder of any Dated Subordinated Debt Security or any holder of any Coupon any plan of reorganization, arrangement, adjustment, or composition affecting any
Dated Subordinated Debt Securities or Coupons or the rights of any Holder of any Dated Subordinated Debt Security or any holder of any Coupon or to authorize the
Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided that the Trustee may, on behalf of the Holders, vote for the
election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.
With respect to the Dated Subordinated Debt Securities or Coupons, the provisions of this Section 5.05 are subject to any subordination provisions applicable to
the Dated Subordinated Debt Securities pursuant to Section 3.01 hereof.
Section 5.06. Trustee May Enforce Claims Without Possession of Dated Subordinated Debt Securities. All rights of action and claim under this Dated
Subordinated Debt Securities Indenture or the Dated Subordinated Debt Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of
any of the Dated Subordinated Debt Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
-32-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel (subject, with regard to the Company, to any subordination provisions
applicable to the Dated Subordinated Debt Securities pursuant to Section 3.01 hereof) be for the ratable benefit of the Holders of the Dated Subordinated Debt
Securities and any holders of Coupons in respect of which such judgment has been recovered.
Section 5.07. Application of Money Collected. Any money collected by the Trustee pursuant to this Article or, after an Event of Default, any money or other
property distributable in respect of the Company’s obligations under this Indenture in respect of any series of Dated Subordinated Debt Securities shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and premium, if any) or interest, if any,
upon presentation of such Dated Subordinated Debt Securities and any Coupons and the notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:
FIRST: To the payment of all amounts applicable to such series of Dated Subordinated Debt Securities in respect of which or for the benefit of which such
money has been collected due the Trustee (including any predecessor trustee) under Section 6.07;
SECOND: Subject to any subordination provisions applicable to the Dated Subordinated Debt Securities pursuant to Section 3.01 hereof, to the payment of the
amounts then due and unpaid for principal of (and premium, if any) and interest, if any, on such series of Dated Subordinated Debt Securities in respect of which or for
the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Dated
Subordinated Debt Securities for principal (and premium, if any) and interest, if any, respectively; and
THIRD: To the payment of the balance, if any, to the Company or as a court of competent jurisdiction may direct.
Section 5.08. Limitation on Suits. No Holder of any Dated Subordinated Debt Security of any series or holder of any Coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Dated Subordinated Debt Securities Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless
(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Dated Subordinated Debt Securities of the
same series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;
(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of such series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;
(c) such Holder of a Dated Subordinated Debt Security or holder of a Coupon has offered to the Trustee security or indemnity satisfactory to the Trustee in its
sole discretion against the costs, expenses and liabilities to be incurred in compliance with such request;
-33-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
(e) no direction inconsistent with such written request has been given to the Trustee during such sixty-day (60-day) period by the Holders of a majority in
principal amount of the Outstanding Dated Subordinated Debt Securities of such series;
it being understood and intended that no one or more Holders of Dated Subordinated Debt Securities of a particular series or holders of Coupons appertaining
thereto shall have any right in any manner whatever by virtue of, or by availing of any provision of this Dated Subordinated Debt Securities Indenture to affect, disturb
or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce
any right under this Dated Subordinated Debt Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Dated
Subordinated Debt Securities of such series or holders of such Coupons.
Section 5.09. Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. To the extent required by the Trust Indenture Act, and subject
to any subordination and/or other provisions applicable to the Dated Subordinated Debt Securities pursuant to Section 3.01 hereof but otherwise notwithstanding any
other provision in this Dated Subordinated Debt Securities Indenture, the Holder of any Dated Subordinated Debt Security or the holder of any Coupon appertaining
thereto shall have the right to receive (subject to Section 3.07) payment of any principal of (and premium, if any) and interest, if any, on such Dated Subordinated Debt
Security on the respective Stated Maturities as expressed in such Dated Subordinated Debt Security or Coupon (or, in the case of redemption, on or after the
Redemption Date), and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder or holder.
Section 5.10. Restoration of Rights and Remedies. If the Trustee or any Holder of any Dated Subordinated Debt Security or the holder of any Coupon has
instituted any proceeding to enforce any right or remedy under this Dated Subordinated Debt Securities Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such
proceeding, the Company, the Trustee and the Holders of Dated Subordinated Debt Securities and the holders of Coupons shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Dated Subordinated Debt Securities and the holders of Coupons
shall continue as though no such proceeding had been instituted.
Section 5.11. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Dated Subordinated Debt Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Dated Subordinated Debt Securities or holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 5.12. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Dated Subordinated Debt Security or holder of
any Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of
Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Dated Subordinated Debt Securities
or holders of any Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Dated
Subordinated Debt Securities or holders of any Coupons, as the case may be.
Section 5.13. Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Dated Subordinated Debt Securities of such series, provided that
(a) such direction shall not be in conflict with any rule of law or with this Dated Subordinated Debt Securities Indenture;
(b) such direction shall not be unjustly prejudicial to the Holders of the Dated Subordinated Debt Securities of such series not taking part in the direction, as
determined by the Trustee in its sole discretion;
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and
(d) no provision herein shall be deemed to require the Trustee to take any action or forebear from any action directed by Holders unless the Trustee has received
security and/or indemnity satisfactory to it in its sole discretion.
Section 5.14. Waiver of Past Events of Default.
(a) Holders of not less than a majority in aggregate principal amount of the Outstanding Dated Subordinated Securities of any series may on behalf of the
Holders of all of the Dated Subordinated Securities of such series waive any past Event of Default that results from a breach by the Company of a Performance
Obligation. Holders of a majority of the aggregate principal amount of the Outstanding Dated Subordinated Securities of such series shall not be entitled to waive any
past default that results from a Winding-Up Event or a Non-Payment Event.
(b) Upon the occurrence of any waiver permitted by paragraph (a) above, such Event of Default shall cease to exist, and any Event of Default with
respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of this Dated Subordinated Debt Securities
Indenture, but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.
-35-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 5.15. Undertaking for Costs. All parties to this Dated Subordinated Debt Securities Indenture agree, and each Holder of any Dated Subordinated
Debt Security and each holder of any Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Dated Subordinated Debt Securities Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of
the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by
any Holder or group of Holders holding in the aggregate more than 10% in principal amount of the Outstanding Dated Subordinated Debt Securities of any
series, or to any suit instituted by any Holder or holder of a Coupon for the enforcement of the payment of the principal of (or premium, if any) or interest, if any,
on any Dated Subordinated Debt Security on or after the respective Stated Maturities expressed in such Dated Subordinated Debt Security or Coupon (or, in the
case of redemption, on or after the Redemption Date).
Section 5.16. Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Dated Subordinated Debt Securities Indenture; and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
Article 6
THE TRUSTEE
Section 6.01. Certain Duties and Responsibilities.
(a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Dated Subordinated Debt Securities Indenture.
Notwithstanding the foregoing, no provision of this Dated Subordinated Debt Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Dated Subordinated Debt Securities Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.
-36-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that
(i) this Subsection shall not be construed to limit the effect of subsection (b) of this Section;
(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Dated Subordinated Debt Securities of any series.
Section 6.02. Notice of Events of Default. Within ninety (90) days after the occurrence of any Event of Default hereunder with respect to Dated Subordinated
Debt Securities of any series the Trustee shall transmit in the manner and to the extent provided in Section 1.06 to Holders of Dated Subordinated Debt Securities of
such series notice of such Event of Default hereunder actually known to the Trustee, unless such Event of Default shall have been cured or waived; provided ,
however , that the Trustee shall be protected in withholding such notice if a trust committee of Responsible Officers of the Trustee determine in good faith that the
withholding of such notice is in the interest of the Holders of Dated Subordinated Debt Securities of such series.
Section 6.03. Certain Rights of Trustee. Subject to the provisions of Section 6.01:
(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice,
-37-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any action or
resolution of the Board of Directors of the Company shall be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Dated Subordinated Debt Securities Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officer’s Certificate;
(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Dated Subordinated Debt Securities Indenture at the
request or direction of any of the Holders pursuant to this Dated Subordinated Debt Securities Indenture, unless such Holders shall have offered to the Trustee security
or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;
(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it may see fit at a reasonable cost to the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation; provided that the Company shall not be required to disclose such information which the Company is
prevented from disclosing as a matter of law or contract;
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Dated Subordinated Debt Securities Indenture;
(i) in no event shall the Trustee be responsible or liable to the Company for punitive damages or any special, indirect, or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;
-38-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(j) the Trustee shall not be deemed to have notice or actual knowledge of any Event of Default unless written notice of any event which is in fact such an
Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Dated
Subordinated Debt Securities and this Indenture;
(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Person acting as Trustee in each of its other capacities hereunder;
(l) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and titles of officers authorized to take specified actions
pursuant to this Indenture; and
(m) money held by the Trustee and any Paying Agent in trust hereunder may be held uninvested and the Trustee and any Paying Agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
Section 6.04. Not Responsible for Recitals or Issuance of Dated Subordinated Debt Securities. The recitals contained herein and in the Dated Subordinated Debt
Securities, except the Trustee’s certificates 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 Dated Subordinated Debt Securities
Indenture or of the Dated Subordinated Debt Securities or Coupons, except that the Trustee represents and warrants that it has duly authorized, executed and delivered
this Dated Subordinated Debt Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of
Dated Subordinated Debt Securities or the proceeds thereof.
Section 6.05. May Hold Dated Subordinated Debt Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Dated Subordinated Debt Security
Registrar and any Calculation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Dated
Subordinated Debt Securities or Coupons and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not
Trustee, Authenticating Agent, Paying Agent, Dated Subordinated Debt Security Registrar, Calculation Agent or such other agent.
Section 6.06. Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
-39-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 6.07. Compensation and Reimbursement. The Company agrees:
(a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as agreed in writing by the Company from time to time
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Dated Subordinated Debt Securities Indenture (including the reasonable compensation and the expenses
and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;
(c) to indemnify the Trustee, its directors, officers, employees and agents, and any predecessor Trustee for, and to hold it harmless against, any loss, claim,
damage, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or
trusts hereunder including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder but excluding any tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee;
(d) the Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly
after the Trustee becomes aware of such commencement ( provided that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the
Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to
the Trustee; provided , however , that if the Trustee determines that an actual or potential conflict of interest exists then the Trustee shall be entitled to retain separate
counsel and the Company shall pay the fees and expenses of such counsel. The Trustee shall not compromise or settle any such action or claim without the written
consent of the Company, which consent shall not be unreasonably withheld; and
(e) as security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a senior claim to which the Dated
Subordinated Debt Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust for the
payment of principal of (or premium, if any) or interest, if any, on the Dated Subordinated Debt Securities. The provisions of this Section 6.07 shall survive the
satisfaction and discharge of this Dated Subordinated Debt Securities Indenture, the termination of this Indenture for any reason or the earlier resignation or removal of
the Trustee and any exercise of the U.K. Bail-In Power by the Relevant U.K. Resolution Authority with respect to any series of Dated Subordinated Debt Securities.
In addition to, but without prejudice to its other rights under this Dated Subordinated Debt Securities Indenture, when the Trustee incurs expenses or renders
services in connection with a Winding-Up Event specified in Section 5.01, the expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.
-40-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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“Trustee” for purposes of this Section shall include any predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of
any Trustee hereunder shall not affect the rights of any other Trustee hereunder.
Section 6.08. Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Dated Subordinated Debt Securities Indenture.
Section 6.09. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State or District of Columbia
authority and, if there be such corporation willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in the
Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
Section 6.10. Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.
(b) The Trustee may resign at any time with respect to the Dated Subordinated Debt Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation or notice of removal as described below, the resigning or removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of such series.
(c) The Trustee may be removed at any time with respect to the Dated Subordinated Debt Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Dated Subordinated Debt Securities of such series delivered to the Trustee and to the Company.
-41-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(d) If at any time:
(i) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Dated Subordinated Debt Security of the series as to which the Trustee has a conflicting interest for at least six (6) months, or
(ii) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Dated Subordinated Debt Security for at least six (6) months, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect to any or all series of Dated Subordinated Debt Securities or
(y) subject to Section 5.14, any Holder who has been a bona fide Holder of a Dated Subordinated Debt Security for at least six (6) months (and, in the case of
subparagraph (d)(i) above, who is a Holder of a Dated Subordinated Debt Security of the series as to which the Trustee has a conflicting interest) may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Dated Subordinated Debt
Securities and the appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Dated Subordinated Debt Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to
the Dated Subordinated Debt Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Dated Subordinated Debt
Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Dated Subordinated Debt Securities of any particular
series), and shall comply with the applicable requirements of Section 6.11. If, within one (1) year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Dated Subordinated Debt Securities of any series shall be appointed by Act of the Holders of a majority in
principal amount of the Outstanding Dated Subordinated Debt Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with
respect to the Dated Subordinated Debt Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee
with respect to the Dated Subordinated Debt Securities of any series shall have been so appointed by the Company or the Holders of Dated Subordinated Debt
Securities of such series and accepted appointment in the manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Dated
Subordinated Debt Security of such series for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of such series.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Dated Subordinated Debt Securities of any series and
each appointment of a successor Trustee with respect to the Dated Subordinated Debt Securities of any series in the manner and to the extent provided in Section 1.06.
Each notice shall include the name of the successor Trustee with respect to the Dated Subordinated Debt Securities of such series and the address of its Corporate Trust
Office.
-42-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 6.11. Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with respect to all Dated Subordinated Debt Securities, every such successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its
charges, execute and deliver an instrument transferring to such successor Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject to the senior claim provided for in Section 6.07(e).
(b) In case of the appointment hereunder of a successor Trustee with respect to the Dated Subordinated Debt Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Dated Subordinated Debt Securities of such series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Dated Subordinated Debt
Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Dated Subordinated Debt
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Dated Subordinated Debt Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Dated Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates; but, on request of the
Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring
Trustee hereunder with respect to the Dated Subordinated Debt Securities of such series to which the appointment of such successor Trustee relates.
-43-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this
Article.
Section 6.12. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Dated
Subordinated Debt Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Dated Subordinated Debt Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Dated Subordinated Debt Securities.
Section 6.13. Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Dated
Subordinated Debt Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the
Company (or any such other obligor).
Section 6.14. Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series
of Dated Subordinated Debt Securities which shall be authorized to act on behalf of the Trustee to authenticate Dated Subordinated Debt Securities of such series upon
original issue, or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Dated Subordinated Debt Securities,
and Dated Subordinated Debt Securities so authenticated shall be entitled to the benefits of this Dated Subordinated Debt Securities Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Dated Subordinated Debt Securities Indenture to the
authentication and delivery of Dated Subordinated Debt Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized
and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia
authority. If such Authenticating Agent publishes reports
-44-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.
Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any
corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Dated Subordinated Debt Securities in the
manner and to the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.
If an appointment with respect to one or more series is made pursuant to this Section, the Dated Subordinated Debt Securities of such series may have endorsed
thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Dated Subordinated Debt Securities of the series designated herein referred to in the within-mentioned Dated Subordinated Debt Securities
Indenture.
Date:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
as Authenticating Agent
By:
Authorized Signatory
-45-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
If all of the Dated Subordinated Debt Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of
authenticating Dated Subordinated Debt Securities upon original issuance located in a Place of Payment where the Company wishes to have Dated Subordinated
Debt Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with
Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in
a Place of Payment designated by the Company with respect of such series of Dated Subordinated Debt Securities.
Article 7
HOLDERS LISTSAND REPORTSBY TRUSTEEAND COMPANY
Section 7.01. Company to Furnish Trustee Names and Addresses of Holders. The Company, with respect to any series of Dated Subordinated Debt Securities in
registered form, will furnish or cause to be furnished to the Trustee
(a) not more than fifteen (15) days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Dated
Subordinated Debt Securities and Dated Subordinated Debt Securities on which interest is paid less frequently than quarterly as contemplated by Section 3.01), a list, in
such form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Dated Subordinated Debt Securities as of such Regular
Record Date or such specified date, and
(b) at such other times as the Trustee may request in writing, within thirty (30) days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than fifteen (15) days prior to the time such list is furnished.
The Company need not furnish or cause to be furnished to the Trustee pursuant to this Section 7.01 the names and addresses of Holders of registered Dated
Subordinated Debt Securities so long as the Trustee acts as Dated Subordinated Debt Security Registrar with respect to such series of Dated Subordinated Debt
Securities.
Section 7.02. Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished
to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent or Dated Subordinated Debt Security Registrar (if so acting).
The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.
(b) The rights of the Holders of Dated Subordinated Debt Securities of any series to communicate with other Holders with respect to their rights under this Dated
Subordinated Debt Securities Indenture or under the Dated Subordinated Debt Securities, and the corresponding rights and privileges of the Trustee, shall be as
provided by the Trust Indenture Act.
(c) Every Holder, by receiving and holding a Dated Subordinated Debt Security, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in
accordance with Section 7.02(b).
-46-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 7.03. Reports by Trustee.
(a) So long as any Dated Subordinated Debt Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act
such reports dated as of such dates as are required by and in compliance with the Trust Indenture Act. Reports so required to be transmitted at stated intervals of not
more than twelve (12) months shall be transmitted on or before June 1 in each year following the date hereof.
(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee
has been notified that the Dated Subordinated Debt Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when Dated
Subordinated Debt Securities are listed on any securities exchange or are delisted therefrom.
(c) The Company will furnish the Trustee with interim and annual reports. In addition, the Company will furnish the Trustee with all notices of meetings at
which Holders of Dated Subordinated Debt Securities of a particular series are entitled to vote, and all other reports and communications that are made generally
available to Holders of Dated Subordinated Debt Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for
inspection by Holders of Dated Subordinated Debt Securities in such manner as the Company may determine and, in the case of any notice received by the Trustee in
respect of any meeting at which Holders of Dated Subordinated Debt Securities of a particular series are entitled to vote, will deliver to all such record Holders of Dated
Subordinated Debt Securities, at the Company’s expense, a notice containing a summary prepared by the Company of the information set forth in such notice of
meeting.
Section 7.04. Reports by Company. The Company shall:
(a) file with the Trustee, within fifteen (15) days after the Company is required to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in
such rules and regulations;
-47-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Dated Subordinated Debt Securities
Indenture as may be required from time to time by such rules and regulations; and
(c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within thirty (30) days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual
or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
Article 8
CONSOLIDATION, MERGER, CONVEYANCEOR TRANSFER
Section 8.01. Company May Consolidate, etc. Only on Certain Terms. The Company may, without the consent of Holders of any Dated Subordinated Debt
Securities of any series Outstanding under this Dated Subordinated Debt Securities Indenture, consolidate or amalgamate with or merge into any other corporation or
convey or transfer or lease its properties and assets substantially as an entirety to any Person, provided that:
(a) the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer or
which leases the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, to duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on all series of Dated
Subordinated Debt Securities if and to the extent due and payable in accordance with the terms of such Dated Subordinated Debt Securities, any Coupons appertaining
thereto and this Dated Subordinated Debt Securities Indenture and the performance or observance of every covenant of this Dated Subordinated Debt Securities
Indenture on the part of the Company to be performed or observed;
(b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary thereof as a
result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Winding-Up Event and no event which, after
notice or lapse of time or both, would become a Winding-Up Event shall have happened and be continuing; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger,
conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have
been complied with.
-48-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 8.02. Successor Person Substituted. Upon any consolidation, amalgamation or merger or any conveyance or transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or amalgamation or into
which the Company is merged or the Person to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right
and power of, the Company under this Dated Subordinated Debt Securities Indenture with the same effect as if such successor Person had been named as the
Company herein, and thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Dated Subordinated Debt Securities
Indenture, the Dated Subordinated Debt Securities and the Coupons, if any.
Section 8.03. Assumption of Obligations. Subject to applicable law and regulation (including, if and to the extent required by the Capital Regulations at such
time, the prior consent of the PRA), with respect to the Dated Subordinated Debt Securities of any series, a wholly owned Subsidiary of the Company (a “successor
entity”) may without the consent of any Holder assume the obligations of the Company (or any Person which shall have previously assumed the obligations of the
Company) to duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on any series of Dated Subordinated Debt Securities if and to the
extent due and payable in accordance with the terms of such Dated Subordinated Debt Securities, any Coupons appertaining thereto and this Dated Subordinated Debt
Securities Indenture and the performance of every covenant of this Dated Subordinated Debt Security Indenture and such series of Dated Subordinated Debt Securities
on the part of the Company to be performed or observed, provided that:
(a) the successor entity shall expressly assume such obligations by an amendment to this Dated Subordinated Debt Securities Indenture, executed by the
Company and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to this Dated
Subordinated Debt Securities Indenture, irrevocably guarantee (such guarantee to be given on a basis consistent with the ranking of the Dated Subordinated Debt
Securities of such series) all of the obligations of such successor entity under the Dated Subordinated Debt Securities of such series and this Dated Subordinated Debt
Securities Indenture as so modified by such amendment ( provided , however , that, for the purposes of the Company’s obligation to pay Additional Amounts, if any,
payable pursuant to Section 10.04 in respect of the Dated Subordinated Debt Securities and any related Coupons, references to such successor entity’s country of
organization will be added to references to the United Kingdom);
(b) such successor entity shall confirm in such amendment to this Dated Subordinated Debt Securities Indenture that such successor entity will pay all Additional
Amounts, if any, payable pursuant to Section 10.04 in respect of all the Dated Subordinated Debt Securities and any related Coupons ( provided , however , that for
these purposes such successor entity’s country of organization will be substituted for the references to the United Kingdom);
-49-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(c) immediately after giving effect to such assumption of obligations, no Winding-Up Event and no event which, after notice or lapse of time or both,
would become a Winding-Up Event, shall have occurred and be continuing; and
(d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article
and that all conditions precedent herein provided for relating to such assumption have been complied with.
Upon any such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Dated Subordinated Debt Securities Indenture with respect to any such Dated Subordinated Debt Securities with the same effect as if such successor entity had been
named as the Company in this Dated Subordinated Debt Securities Indenture, and the Company or any legal and valid successor corporation which shall theretofore
have become such in the manner prescribed herein, shall be released from all liability as obligor upon any such Dated Subordinated Debt Securities except as provided
in clause (a) of this Section.
In the event of any such assumption, any Additional Amounts, if any, payable pursuant to Section 10.04 will be payable in respect of Taxes imposed by the
jurisdiction in which the successor entity is organized (subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of
Taxes imposed by any Taxing Jurisdiction) rather than Taxes imposed by any Taxing Jurisdiction; provided , however , that if the Company makes payment under
the guarantee, the Company shall be required to pay Additional Amounts related to Taxes (subject to the exceptions set forth in Section 10.04) imposed by any Taxing
Jurisdiction by reason of such payments.
Article 9
SUPPLEMENTAL INDENTURES
Section 9.01. Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:
(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the
Dated Subordinated Debt Securities and Coupons; or
(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Dated Subordinated Debt Securities (and, if such covenants are to
be for the benefit of less than all series of Dated Subordinated Debt Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or
(c) to add any additional Events of Default for the benefit of the Holders of all or any series of Dated Subordinated Debt Securities (and, if such additional
Events of Default are to be for the benefit of less than all series of Dated Subordinated Debt Securities, stating that such additional Events of Default are expressly being
included solely for the benefit of such series); or
-50-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(d) subject to Section 9.02 hereof, to add to, change or eliminate any of the provisions of this Dated Subordinated Debt Securities Indenture, or any
supplemental indenture, provided that any such addition, change or elimination shall become effective only when there is no Dated Subordinated Debt
Security Outstanding of any series created prior to the execution of such supplemental indenture effecting such change or elimination which is entitled to the
benefit of such provision; or
(e) to secure the Dated Subordinated Debt Securities; or
(f) to establish the form or terms of Dated Subordinated Debt Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.01 and
3.01; or
(g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained; or
(h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any
supplemental indenture, provided that such action shall not adversely affect the interests of the Holders of Dated Subordinated Debt Securities of any series in any
material respect; or
(i) to make any other provisions with respect to matters or questions arising under this Dated Subordinated Debt Securities Indenture, provided such action shall
not adversely affect the interests of the Holders of Dated Subordinated Debt Securities of any series in any material respect; or
(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Dated Subordinated Debt Securities of one or
more series and to add to or change any of the provisions of this Dated Subordinated Debt Securities Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or
(k) to change or eliminate any provision of this Dated Subordinated Debt Securities Indenture as permitted by Section 1.07.
Section 9.02. Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the
Outstanding Dated Subordinated Debt Securities of each series affected by such supplemental Dated Subordinated Debt Securities Indenture (voting as a class), by Act
of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Dated Subordinated
Debt Securities Indenture or of modifying in any manner the rights of the Holders of Dated Subordinated Debt Securities of such series under this Dated Subordinated
Debt Securities Indenture; provided , however , that no such supplemental indenture may, without the consent of the Holder of each Outstanding Dated Subordinated
Debt Security affected thereby,
-51-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Dated Subordinated Debt Security, or reduce
the principal amount thereof, or the rate of interest, if any, thereon, or any premium payable upon the redemption thereof, or reduce the amount of principal of a
Discount Security that would be due and payable upon an acceleration of the Maturity thereof pursuant to Section 5.02, or change the obligation of the Company
(or its successor) to pay Additional Amounts pursuant to Section 10.04 (except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) on the
Dated Subordinated Debt Securities, or change any Place of Payment where, or the currency in which the principal amount of, premium, if any, or interest on,
any such Dated Subordinated Debt Security is payable or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date); or
(b) reduce the percentage in aggregate principal amount of the Outstanding Dated Subordinated Debt Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Dated
Subordinated Debt Securities Indenture or of certain defaults hereunder and their consequences) provided for in this Dated Subordinated Debt Securities Indenture; or
(c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02; or
(d) modify any of the provisions of this Section 9.02 or Section 5.13 except to increase any such percentage or to provide that certain other provisions of this
Dated Subordinated Debt Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Dated Subordinated Debt Security
affected thereby; provided , however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the
“Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(j); or
(e) change in any manner adverse to the interests of the Holders of any Dated Subordinated Debt Securities the subordination provisions of the Dated
Subordinated Debt Securities or the terms and conditions of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable
on the Dated Subordinated Debt Securities in accordance with their terms.
It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
A supplemental indenture which changes or eliminates any covenant or other provision of this Dated Subordinated Debt Securities Indenture which has
expressly been included solely for
-52-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
the benefit of one or more particular series of Dated Subordinated Debt Securities, or which modifies the rights of the Holders of Dated Subordinated Debt Securities of
such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Dated Subordinated Debt Securities Indenture of the
Holders of Dated Subordinated Debt Securities of any other series.
Section 9.03. Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Dated Subordinated Debt Securities Indenture, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel in compliance with Section 1.02 hereof stating that the execution
of such supplemental indenture is authorized or permitted by this Dated Subordinated Debt Securities Indenture. The Trustee may, but shall not be obliged to, enter into
any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Dated Subordinated Debt Securities Indenture or otherwise.
Section 9.04. Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Dated Subordinated Debt Securities
Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Dated Subordinated Debt Securities Indenture for all
purposes; and every Holder of Dated Subordinated Debt Securities theretofore or thereafter authenticated and delivered hereunder and every holder of Coupons, if any,
shall be bound thereby, except as otherwise expressed therein.
Section 9.05. Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.
Section 9.06. Reference in Dated Subordinated Debt Securities to Supplemental Indentures. Dated Subordinated Debt Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation prepared by the Company
and acceptable to the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Dated Subordinated Debt Securities
of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the
Company and such Dated Subordinated Debt Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Dated Subordinated Debt
Securities of such series.
Article 10
COVENANTS
Section 10.01. Payment of Principal, Premium, and Interest. The Company covenants and agrees for the benefit of each series of Dated Subordinated Debt
Securities that it will (subject to Section 3.07 and any subordination provisions applicable to the Dated Subordinated Debt Securities of that series pursuant to
Section 3.01 hereof) duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Dated Subordinated Debt Securities
-53-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
of that series if and to the extent due and payable in accordance with the terms of the Dated Subordinated Debt Securities, any Coupons appertaining thereto and this
Dated Subordinated Debt Securities Indenture.
Section 10.02. Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Dated Subordinated Debt Securities an
office or agency where Dated Subordinated Debt Securities of that series and any Coupons appertaining thereto may be presented or surrendered for payment, where
Dated Subordinated Debt Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company
in respect of the Dated Subordinated Debt Securities of that series and any Coupons appertaining thereto and this Dated Subordinated Debt Securities Indenture may be
served; provided , however , that at the option of the Company in the case of registered Dated Subordinated Debt Securities of such series, payment of any interest
thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Dated Subordinated Debt Security Register, unless
such person requests payment by wire transfer pursuant to Section 3.07. With respect to the Dated Subordinated Debt Securities of any series, such office or agency in
each Place of Payment shall be specified as contemplated by Section 3.01, and if not so specified, initially shall be the Corporate Trust Office of the Trustee. Unless
otherwise specified pursuant to Section 3.01, the Company will maintain in the Borough of Manhattan, The City of New York, an office or agency where notices and
demands to or upon the Company in respect of Dated Subordinated Debt Securities of any series and any Coupons appertaining thereto and this Dated Subordinated
Debt Securities Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its
agent to receive all presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York)
where the Dated Subordinated Debt Securities of one or more series and any Coupons appertaining thereto may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of any
obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Dated Subordinated Debt Securities of any series
and any Coupons appertaining thereto for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
Section 10.03. Money for Payments to Be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Dated Subordinated Debt
Securities of any series and any Coupons appertaining thereto, it will, on or before each due date for payment of the principal of (and premium, if any) or interest, if
any, on any of the Dated Subordinated Debt Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto in accordance with the
provisions of this Dated Subordinated Debt Securities Indenture a sum
-54-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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sufficient to pay the principal (and premium, if any) or interest, if any, so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein
provided and will promptly notify the Trustee of its failure so to act.
Whenever the Company shall have one or more Paying Agents for any series of Dated Subordinated Debt Securities, it will, prior to each due date for payment
of the principal of (and premium, if any) or interest, if any, on any Dated Subordinated Debt Securities of that series, deposit with a Paying Agent a sum sufficient to
pay the principal (and premium, if any) or interest, if any, so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest in accordance with the provisions of this Dated Subordinated Debt Securities Indenture, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or its failure so to act. The Company will cause each Paying Agent for any series of Dated Subordinated Debt Securities
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this
Section, that such Paying Agent will:
(a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of (and
premium, if any) or interest, if any, on Dated Subordinated Debt Securities of that series in trust for the benefit of the Persons entitled thereto in accordance with the
provisions of this Dated Subordinated Debt Securities Indenture until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(b) give the Trustee timely notice of any default by the Company (or any other obligor upon the Dated Subordinated Debt Securities of that series) in the making
of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Dated Subordinated Debt Securities of that series; and
(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.
The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Dated Subordinated Debt Securities Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee such Paying Agent shall be released from all further liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or
interest, if any, on any Dated Subordinated Debt Security of any series and remaining unclaimed for two (2) years after any such principal (and premium, if any) or
interest have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Dated Subordinated Debt Security and the holder of any Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the
Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published at least once, in Authorized Newspapers, published in the Borough of
Manhattan, The City of New York and London, England, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than
thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company.
Section 10.04. Additional Amounts.
(a) Unless otherwise specified in any Board Resolution establishing the terms of Dated Subordinated Debt Securities of a series in accordance with Section 3.01,
any amounts to be paid by the Company on any series of Dated Subordinated Debt Securities shall be paid without deduction or withholding for, or on account of, any
and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied,
collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (each a
“Taxing Jurisdiction”), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted
or withheld, the Company shall pay such additional amounts of, or in respect of, the principal of, premium, if any, and interest on, such series of Dated Subordinated
Debt Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of such series of Dated Subordinated Debt Securities,
after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, that would have been payable in respect of
such series of Dated Subordinated Debt Securities had no such deduction or withholding been required, provided that the foregoing shall not apply to any such Taxes
that would not have been payable or due but for the fact that (i) the Holder or the beneficial owner of the Dated Subordinated Debt Securities is a domiciliary, national
or resident of, or engages in business or maintains a permanent establishment or is physically present in, the Taxing Jurisdiction requiring such deduction or
withholding of Taxes, or otherwise has some connection with such Taxing Jurisdiction other than the holding or ownership of the relevant Dated Subordinated Debt
Securities, or the collection of any payment of, or in respect of, principal or premium, if any, or any interest on, any Dated Subordinated Debt Securities of the relevant
series, (ii) except in the case of a winding up of the Company in England the relevant Dated Subordinated Debt Securities are presented for payment in the United
Kingdom, (iii) the relevant Dated Subordinated Debt Securities are presented for payment more than thirty (30) days after the date payment became due or was
provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment at the
close of such thirty-day (30-day) period, (iv) the Holder or the beneficial owner of the relevant Dated Subordinated Debt Securities or the beneficial owner of any
payment of, or in respect of, principal of, premium, if any, or any interest on such Dated Subordinated Debt Securities failed to make any necessary claim or to comply
with any certification, identification or other requirements concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or
beneficial owner, if such claim or compliance is required by statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or
exemption from such Taxes, (v) such Taxes are imposed on a payment to an
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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individual and are required to be made pursuant to the European Union Directive on the taxation of savings income, adopted on June 3, 2003, or any law implementing
or complying with, or introduced in order to conform to, such Directive, (vi) the relevant Dated Subordinated Debt Securities are presented for payment by or on behalf
of a Holder who would have been able to avoid such Taxes by presenting the relevant Dated Subordinated Debt Securities to another Paying Agent in a member state of
the European Union or elsewhere or (vii) if such Taxes would not have been so imposed, or would have been excluded pursuant to clauses (i) through (vii) above
inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Dated Subordinated Debt Securities had been the Holder of such Dated
Subordinated Debt Securities. Whenever in this Dated Subordinated Debt Securities Indenture there is mentioned, in any context, the payment of the principal of (and
premium, if any) or any interest, if any, on or in respect of any Dated Subordinated Debt Security of any series, such mention shall be deemed to include mention of the
payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where
such express mention is not made.
(b) Any amounts to be paid by the Company on any series of Dated Subordinated Debt Securities shall be paid net of any deduction or withholding imposed or
required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to
Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and the
Company shall not be required to pay Additional Amounts on account of any FATCA Withholding Tax.
(c) With respect to any series of Dated Subordinated Debt Securities, any Paying Agent shall be entitled to make a deduction or withholding from any payment
which it makes under the Dated Subordinated Debt Securities of such series and this Dated Subordinated Debt Securities Indenture for or on account of (i) any present
or future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either
case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities
the amount so deducted or withheld. However, such deduction or withholding will not apply to payments made under the Dated Subordinated Debt Securities of such
series and this Dated Subordinated Debt Securities Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up
any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this
Section 10.04(c) will be treated as paid to the Holder of a Dated Subordinated Debt Security, and the Company will not pay Additional Amounts in respect of such
deduction or withholding, except to the extent the provisions in this Section 10.04 explicitly provide otherwise.
-57-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 10.05. Corporate Existence. Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence.
Section 10.06. Statement as to Compliance. The Company will deliver to the Trustee, within one hundred and twenty (120) days after the end of each fiscal year,
commencing with the fiscal year ending
, 20
, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.
Article 11
REDEMPTIONOF DATED SUBORDINATED DEBT SECURITIES
Section 11.01. Applicability of Article. Dated Subordinated Debt Securities of any series shall be redeemable in accordance with their terms (subject to the
applicable provisions of the Capital Regulations or other applicable law) and, except as otherwise specified pursuant to Section 3.01 for Dated Subordinated Debt
Securities of any series, in accordance with this Article.
Section 11.02. Election to Redeem; Notice to Trustee. The election of the Company to redeem any Dated Subordinated Debt Securities shall be evidenced by a
Board Resolution. The Company shall, at least thirty (30) days and no more than sixty (60) days prior to the Redemption Date fixed by the Company, notify the Holders
of such Redemption Date, of the principal amount of Dated Subordinated Debt Securities of such series to be redeemed, and shall notify the Trustee of such election at
least five (5) Business Days prior to the date on which the notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). In
the case of any redemption of Dated Subordinated Debt Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of
such Dated Subordinated Debt Securities or elsewhere in this Dated Subordinated Debt Securities Indenture, the Company shall furnish the Trustee with an Officer’s
Certificate evidencing compliance with or waiver of such restrictions.
Section 11.03. Selection by Trustee of Dated Subordinated Debt Securities to be Redeemed. If less than all the Dated Subordinated Debt Securities of any series
are to be redeemed, the particular Dated Subordinated Debt Securities to be redeemed shall be selected not more than sixty (60) days nor less than thirty (30) days prior
to the Redemption Date by the Trustee, from the Outstanding Dated Subordinated Debt Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate, subject to applicable Depositary procedures, and which may provide for the selection for redemption of portions (equal to
the minimum authorized denomination for registered Dated Subordinated Debt Securities of that series or any multiple thereof) of the principal amount of Dated
Subordinated Debt Securities of such series of a denomination larger than the minimum authorized denomination for Dated Subordinated Debt Securities of that series.
The Trustee shall promptly notify the Company in writing of the Dated Subordinated Debt Securities selected for redemption and, in the case of any Dated
Subordinated Debt Securities selected for partial redemption, the principal amount thereof to be redeemed.
-58-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
For all purposes of this Dated Subordinated Debt Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Dated Subordinated Debt Securities shall relate in the case of any Dated Subordinated Debt Securities redeemed or to be redeemed only in part, to the portion of
the principal amount of such registered Dated Subordinated Debt Security which has been or is to be redeemed.
Section 11.04. Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Dated Subordinated Debt
Securities, notice of redemption shall be given not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each Holder of Dated
Subordinated Debt Securities to be redeemed in the manner and to the extent provided in Section 1.06.
All notices of redemption shall state:
(a) the Redemption Date,
(b) the Redemption Price,
(c) if less than all the Outstanding Dated Subordinated Debt Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the Dated Subordinated Debt Securities to be redeemed,
(d) that, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Dated Subordinated Debt Securities to be
redeemed, on the Redemption Date the Redemption Price will become due and payable upon each such Dated Subordinated Debt Security to be redeemed and, if
applicable, that interest thereon will cease to accrue on or after the said date,
(e) the place or places where such Dated Subordinated Debt Securities are to be surrendered for payment of the Redemption Price, and
(f) the CUSIP number or numbers, if any, with respect to such Dated Subordinated Debt Securities.
Notice of redemption of Dated Subordinated Debt Securities to be redeemed at the selection of the Company shall be given by the Company or, at the
Company’s Request and upon provision to the Trustee of such notice information, by the Trustee in the name and at the expense of the Company.
Section 11.05. Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest, if any, on, all the Dated Subordinated Debt Securities which are to be
redeemed on that date.
Section 11.06. Dated Subordinated Debt Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Dated Subordinated
Debt Securities so to be
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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redeemed shall, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Dated Subordinated Debt Securities of such
series, become due and payable at the Redemption Price therein specified on the Redemption Date, and from and after such date (unless the Company shall default in
the payment of the Redemption Price and accrued interest, if any) such Dated Subordinated Debt Securities shall cease to accrue interest. Upon surrender of any such
Dated Subordinated Debt Security for redemption in accordance with said notice, such Dated Subordinated Debt Security shall be paid by the Company at the
Redemption Price, together with accrued but unpaid interest (if any) to the Redemption Date; provided , however , that with respect to any Dated Subordinated Debt
Securities in registered form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which is
on or before the Redemption Date, shall be payable to the Holders of such Dated Subordinated Debt Securities, or one or more Predecessor Securities, registered as
such at the close of business on the relevant Regular Record Date according to the terms of the Dated Subordinated Debt Securities and the provisions of Section 3.07.
If any Dated Subordinated Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from and after the Redemption Date in accordance with the terms of such Dated Subordinated Debt Security and the provisions of Section 3.07.
Section 11.07. Dated Subordinated Debt Securities Redeemed in Part. Any Dated Subordinated Debt Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, only in the case of Dated Subordinated Debt Securities in registered form, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Dated Subordinated Debt Security without
service charge payable by the Holder, a new Dated Subordinated Debt Security or Dated Subordinated Debt Securities of the same series of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Dated
Subordinated Debt Security so surrendered.
Section 11.08. Optional Redemption. Subject to the limitations specified in Section 11.10 of this Dated Subordinated Debt Securities Indenture, the Company
may, at the Company’s option, redeem the relevant Dated Subordinated Debt Securities, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty
(60) days’ prior notice to the Holders ( provided that the Company shall notify the Trustee at least five (5) Business Days prior to the date on which the notice of
redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee)), on the date specified pursuant to Section 3.01 relating to such series at
a redemption price equal to 100% of the principal amount of the Dated Subordinated Debt Securities then Outstanding, together with any accrued but unpaid interest to
(but excluding) such date.
Section 11.09. Optional Tax Redemption.
(a) Subject to the limitations specified in Section 11.10 of this Dated Subordinated Debt Securities Indenture, the Company may, at the Company’s option,
redeem the Dated
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Subordinated Debt Securities, in whole but not in part, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior notice to the Holders ( provided that the
Company shall notify the Trustee at least five (5) Business Days prior to the date on which the notice of redemption is sent to Holders (unless a shorter notice period
shall be satisfactory to the Trustee)), at a redemption price equal to 100% of the principal amount of the Dated Subordinated Debt Securities then Outstanding, together
with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if the Company determines that as a result of any change in, or amendment to, the
laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application or
interpretation of those laws or regulations, including a decision of any court or tribunal, which becomes effective on or after the Issue Date (and, in the case of a
successor entity, which becomes effective on or after the date of that entity’s assumption of the Company’s obligations):
(i) the Company would be required to pay Additional Amounts with respect to the relevant Dated Subordinated Debt Securities; or
(ii) the Company would not be entitled to claim a deduction in respect of any payments in computing the Company’s taxation liabilities or the amount of the
deduction would be materially reduced;
(each such change in tax law or regulation or the official application or interpretation thereof, a “Tax Event”);
provided, however, that in the case of each Tax Event, the consequences of the Tax Event cannot be avoided by the Company taking reasonable measures available to
the Company.
(b) Prior to the delivery of any notice of redemption pursuant to this Section 11.09, the Company shall deliver to the Trustee an opinion of independent counsel
of recognized standing, chosen by the Company, confirming that the Company is entitled to exercise its right of redemption.
(c) The notice provided to Holders in accordance with this Section 11.09 (which notice shall be irrevocable) shall specify the date fixed for such redemption.
(d) Upon the expiry of the notice period described in (a) above, the Company shall be bound to redeem the relevant Dated Subordinated Debt Securities
accordingly.
(e) Any successor entity that assumes the obligations of the Company pursuant to Section 8.03 shall also be entitled to redeem the relevant Dated Subordinated
Debt Securities in accordance with this Section 11.09 with respect to any change or amendment to, or change in the application or interpretation of the laws or
regulations (including any treaty) of the successor entity’s jurisdiction of incorporation, which becomes effective on or after the date of that entity’s assumption of the
Company’s obligations.
Section 11.10. Limitations on Redemption. The Company may redeem the Dated Subordinated Debt Securities pursuant to Sections 11.08 and 11.09 only in
accordance with the requirements set out in the Capital Regulations at such time and only if the Company has obtained the PRA’s prior consent (as (and to the extent)
required by Capital Regulations at such time) for the redemption of the relevant Dated Subordinated Debt Securities in question.
-61-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 11.11. Officer’s Certificate Related to PRA Consent. At the Trustee’s request, the Company shall furnish to the Trustee an Officer’s Certificate
stating that the PRA’s prior consent specified in Section 11.10 hereof has been obtained.
Section 11.12. Condition to Repurchase. The Company or any member of the Group may purchase or otherwise acquire any outstanding Dated Subordinated
Debt Securities of any series at any price in the open market or otherwise, subject to applicable law. Repurchases of Dated Subordinated Debt Securities must be:
(a) in accordance with the Capital Regulations applicable to the Group in force at the relevant time;
(b) subject to the prior consent of the PRA (if and to the extent such consent is required by applicable Capital Regulations at such time); and
(c) with all unmatured Coupons appertaining thereto.
Article 12
SUBORDINATION OF DATED SUBORDINATED DEBT SECURITIES
Section 12.01. Status. One or more indentures supplemental to this Dated Subordinated Debt Securities Indenture shall provide that the payment of the
principal of (and premium, if any) and interest, if any, on a series of Dated Subordinated Debt Securities or any Coupons appertaining thereto be subordinated to the
extent and in the manner described in such indenture supplemental hereto, to the claims of the holders of certain other present and future obligations of the Company.
Each Dated Subordinated Debt Security and any Coupons appertaining thereto will constitute our direct, unsecured and subordinated obligations, ranking equally
without any preference among themselves. The rights and claims of the Holders of any series of Dated Subordinated Debt Securities and the holders of any Coupons
appertaining thereto will be subordinated as described in the applicable indenture supplemental hereto with respect to such series.
Article 13
U.K. BAIL-IN POWER
Section 13.01. U.K. Bail-in Power Acknowledgement.
(a) By its acquisition of the Dated Subordinated Debt Securities, each Holder and Beneficial Owner of the Dated Subordinated Debt Securities acknowledges,
agrees to be bound by and consents to the exercise of any U.K. Bail-In Power by the Relevant U.K. Resolution Authority that may result in the cancellation of all, or a
portion, of the principal amount of, or interest on, the Dated Subordinated Debt Securities and/or the
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
conversion of all, or a portion of, the principal amount of, or interest on, the Dated Subordinated Debt Securities into shares or other securities or other obligations of
the Company or another person, including by means of a variation to the terms of the Dated Subordinated Debt Securities to give effect to the exercise by the Relevant
U.K. Resolution Authority of such U.K. Bail-In Power. Each Holder and Beneficial Owner further acknowledges and agrees that the rights of Holders and Beneficial
Owners of the Dated Subordinated Debt Securities are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any U.K. Bail-in Power by the
Relevant U.K. Resolution Authority.
(b) Each Holder and Beneficial Owner that acquires its Dated Subordinated Debt Securities other than upon the initial issuance of such securities shall be
deemed to acknowledge and agree to be bound by and consent to the same provisions specified in the Dated Subordinated Debt Securities and this Dated Subordinated
Debt Securities Indenture to the same extent as the Holders and Beneficial Owners of the Dated Subordinated Debt Securities that acquire the Dated Subordinated
Debt 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 Dated Subordinated Debt Securities, including in relation to the U.K. Bail-In Power.
This instrument may be executed 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.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Dated Subordinated Debt Securities Indenture to be duly executed, all as of the
day and year first above written.
BARCLAYS PLC,
as Issuer
By:
Name:
Title:
THE BANK OF NEW YORK MELLON,
as Trustee
By:
Name:
Title:
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Exhibit 4.3
EXECUTION VERSION
BARCLAYS PLC,
Issuer
TO
THE BANK OF NEW YORK MELLON, LONDON BRANCH
Trustee
INDENTURE
Dated as of November 20, 2013
Contingent Convertible Securities
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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BARCLAYS PLC
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and Contingent Convertible Securities Indenture,
dated as of November 20, 2013.
Trust Indenture Act Section
Contingent Convertible Securities Indenture Section
§310
(a)(1)
(a)(2)
(a)(3)
(a)(4)
(b)
6.09
6.09
Not Applicable
Not Applicable
6.08
6.10
§311
(a)
(b)
(a)
6.13
6.13
7.01
7.02(a)
(b)
(c)
(a)
(b)
(c)
(d)
(a)
(b)
(c)(1)
(c)(2)
(c)(3)
(d)
(e)
(f)
(a)
(b)
(c)
(d)(1)
(d)(2)
(e)
(a)(1)(A)
(a)(1)(B)
(a)(2)
(a)(last sentence)
(b)
(a)(1)
(a)(2)
(b)
(a)
7.02(b)
7.02(c)
7.03(a)
7.03(a)
1.06, 7.03(a)
7.03(b)
7.04, 10.06
Not Applicable
1.02
1.02
Not Applicable
Not Applicable
1.02
Not Applicable
6.01, 6.03
6.02
5.04, 6.01
6.01, 6.03
6.01, 6.03
5.14
5.02, 5.12
5.13
Not Applicable
1.01
5.08
5.03
5.04
10.03
1.07
§312
§313
§314
§315
§316
§317
§318
NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Contingent Convertible Securities Indenture.
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION
1
Section 1.01 Definitions
Section 1.02 Compliance Certificates and Opinions
Section 1.03 Form of Documents Delivered to Trustee
Section 1.04 Acts of Holders
Section 1.05 Notices, etc. to Trustee and Company
Section 1.06 Notice to Holders; Waiver
Section 1.07 Conflict with Trust Indenture Act
Section 1.08 Effect of Headings and Table of Contents
Section 1.09 Successors and Assigns
Section 1.10 Separability Clause
Section 1.11 Benefits of Contingent Convertible Securities Indenture
Section 1.12 Governing Law
Section 1.13 Saturdays, Sundays and Legal Holidays
Section 1.14 Appointment of Agent for Service
Section 1.15 Calculation Agent
Section 1.16 Waiver of Jury Trial
Section 1.17 Force Majeure
1
8
9
10
11
11
12
12
12
13
13
13
13
13
14
14
14
ARTICLE 2 CONTINGENT CONVERTIBLE SECURITY FORMS
15
Section 2.01 Forms Generally
Section 2.02 Form of Trustee’s Certificate of Authentication
15
15
ARTICLE 3 THE CONTINGENT CONVERTIBLE SECURITIES
16
Section 3.01 Amount Unlimited; Issuable in Series
Section 3.02 Denominations
Section 3.03 Execution, Authentication, Delivery and Dating
Section 3.04 Temporary Contingent Convertible Securities
Section 3.05 Registration, Registration of Transfer and Exchange
Section 3.06 Mutilated, Destroyed, Lost and Stolen Contingent Convertible Securities
Section 3.07 Payment; Interest Rights Preserved
Section 3.08 Persons Deemed Owners
Section 3.09 Cancellation
Section 3.10 Computation of Interest
Section 3.11 CUSIP Numbers
ARTICLE 4 SATISFACTIONAND DISCHARGE
16
19
19
20
21
23
24
25
25
25
25
26
Section 4.01 Satisfaction and Discharge of Contingent Convertible Securities Indenture
ARTICLE 5 REMEDIES
26
26
Section 5.01 Events of Default
Section 5.02 Acceleration of Maturity; Rescission and Annulment
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee
Section 5.04 Trustee May File Proofs of Claim
26
27
27
28
-i-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Page
Section 5.05 Trustee May Enforce Claims Without Possession of Contingent Convertible Securities
Section 5.06 Application of Money Collected
Section 5.07 Limitation on Suits
Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any
Section 5.09 Restoration of Rights and Remedies
Section 5.10 Rights and Remedies Cumulative
Section 5.11 Delay or Omission Not Waiver
Section 5.12 Control by Holders
Section 5.13 Waiver of Past Events of Default
Section 5.14 Undertaking for Costs
Section 5.15 Waiver of Usury, Stay or Extension Laws
ARTICLE 6 THE TRUSTEE
29
29
30
30
31
31
31
31
32
32
32
33
Section 6.01 Certain Duties and Responsibilities
Section 6.02 Notice of Events of Default
Section 6.03 Certain Rights of Trustee
Section 6.04 Not Responsible for Recitals or Issuance of Contingent Convertible Securities
Section 6.05 May Hold Contingent Convertible Securities
Section 6.06 Money Held in Trust
Section 6.07 Compensation and Reimbursement
Section 6.08 Disqualification; Conflicting Interests
Section 6.09 Corporate Trustee Required; Eligibility
Section 6.10 Resignation and Removal; Appointment of Successor
Section 6.11 Acceptance of Appointment by Successor
Section 6.12 Merger, Conversion, Consolidation or Succession to Business
Section 6.13 Preferential Collection of Claims
Section 6.14 Appointment of Authenticating Agent
ARTICLE 7 HOLDERS LISTSAND REPORTSBY TRUSTEEAND COMPANY
33
34
34
35
36
36
36
37
37
37
39
40
40
40
42
Section 7.01 Company to Furnish Trustee Names and Addresses of Holders
Section 7.02 Preservation of Information; Communications to Holders
Section 7.03 Reports by Trustee
Section 7.04 Reports by Company
42
42
43
43
ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCEOR TRANSFER
44
Section 8.01 Company May Consolidate, etc. Only on Certain Terms
Section 8.02 Successor Person Substituted
Section 8.03 Assumption of Obligations
44
45
45
ARTICLE 9 SUPPLEMENTAL INDENTURES
46
Section 9.01 Supplemental Indentures Without Consent of Holders
Section 9.02 Supplemental Indentures with Consent of Holders
Section 9.03 Execution of Supplemental Indentures
Section 9.04 Effect of Supplemental Indentures
Section 9.05 Conformity with Trust Indenture Act
46
47
49
49
49
-ii-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Page
Section 9.06 Reference in Contingent Convertible Securities to Supplemental Indentures
ARTICLE 10 COVENANTS
49
49
Section 10.01 Payment of Principal, Premium, and Interest
Section 10.02 Maintenance of Office or Agency
Section 10.03 Money for Payments to Be Held in Trust
Section 10.04 Additional Amounts
Section 10.05 Corporate Existence
Section 10.06 Statement as to Compliance
49
50
50
52
54
54
ARTICLE 11 REDEMPTIONOF CONTINGENT CONVERTIBLE SECURITIES
54
Section 11.01 Applicability of Article
Section 11.02 Election to Redeem; Notice to Trustee
Section 11.03 Selection by Trustee of Contingent Convertible Securities to be Redeemed
Section 11.04 Notice of Redemption
Section 11.05 Deposit of Redemption Price
Section 11.06 Contingent Convertible Securities Payable on Redemption Date
Section 11.07 Contingent Convertible Securities Redeemed in Part
ARTICLE 12 SUBORDINATION OF CONTINGENT CONVERTIBLE SECURITIES
Section 12.01 Status
54
54
54
55
55
55
56
56
56
-iii-
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CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of NOVEMBER 20, 2013, between 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
and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”), having its
Corporate Trust Office at One Canada Square, London E14 5AL, United Kingdom.
RECITALS OF THE COMPANY
The Company has duly authorized the execution and delivery of this Contingent Convertible Securities Indenture to provide for the issuance from time to time of
its Contingent Convertible Securities (herein called the “Contingent Convertible Securities”), to be issued in one or more series as in this Contingent Convertible
Securities Indenture provided.
All things necessary to make this Contingent Convertible Securities Indenture a valid and binding agreement of the Company, in accordance with its terms, have
been done.
NOW, THEREFORE, THIS CONTINGENT CONVERTIBLE SECURITIES INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Contingent Convertible Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of Contingent Convertible Securities and holders of Coupons, if any, as follows:
ARTICLE 1
DEFINITIONSAND OTHER PROVISIONSOF GENERAL APPLICATION
Section 1.01 Definitions. For all purposes of this Contingent Convertible Securities Indenture, except as otherwise expressly provided or unless the context
otherwise requires:
(a) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;
(b) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;
(c) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and,
except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder
shall mean such accounting principles as are generally accepted in the United Kingdom at the date of such computation and as applied by the Company; and
(d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Contingent Convertible Securities Indenture as a whole and not
to any particular Article, Section or other subdivision.
-1-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Certain terms, used principally in Article Six, are defined when first used.
“Act”, when used with respect to any Holder, has the meaning specified in Section 1.04.
“Additional Amounts” has the meaning specified in Section 10.04.
“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.
“Applicable Law” has the meaning specified in Section 10.04.
“Authenticating Agent” means any Person authorized by the Trustee to act on behalf of the Trustee to authenticate Contingent Convertible Securities of one or
more series.
“Authorized Newspaper” means a newspaper in an official language of the country of publication customarily published at least once a day for at least five
(5) days in each calendar week and of general circulation in the place in connection with which the term is used, which, in the United Kingdom, will be The Financial
Times of London, if practicable, and which, in the United States, will be The Wall Street Journal, if practicable, and if it shall be impracticable to make any publication
of any notice required hereby in any such newspaper, shall mean any publication or other notice in lieu thereof which is made or given as determined by the Trustee.
“Authorized Officer” means any Director, the officer of the Company for the time being holding the office of Group Finance Director or Barclays Treasurer or
any Managing Director in Barclays Treasury (or successor department).
“Board of Directors” means either the board of directors, or any committee of such board duly authorized to act with respect hereto, of the Company, which
board of directors or committee may, to the extent permitted by applicable law, delegate its authority.
“Board Resolution” means a copy of a resolution certified by a Company Secretary or by a Director, Associate Director or Manager (or any other person with
similar title and status) of Barclays Corporate Secretariat (or any successor department thereto), or by such other person authorized or duly appointed by the Board of
Directors, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee.
“Business Day” means, with respect to any Place of Payment, except as may otherwise be provided in the form of Contingent Convertible Securities of any
particular series, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in London, England, The City of New
York or in that Place of Payment are authorized or obligated by law or executive order to close.
-2-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“Calculation Agent” means the Person, if any, authorized by the Company to calculate the interest rate or other amounts from time to time in relation to
any series of Contingent Convertible Securities.
“Capital Regulations” means, at any time, the regulations, requirements, standards, guidelines and policies relating to capital adequacy 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.
“Code” means the U.S. Internal Revenue Code of 1986, as amended.
“Commission” means the United States Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.
“Companies Act 2006” means the Companies Act 2006 of England and Wales.
“Company” means the Person named as the “Company” in the first paragraph of this Contingent Convertible Securities Indenture until a successor corporation
shall have become such pursuant to the applicable provisions of this Contingent Convertible Securities Indenture, and thereafter “Company” shall mean such successor
corporation.
“Company Order” and “Company Request” mean, respectively, a written order or request signed in the name of the Company by any Authorized Officer or
Director or Vice President in the TES, Long Term Unsecured Funding/Capital section (or any successor section thereto) of Barclays Treasury (or any other person with
similar title and status), and delivered to the Trustee.
“Contingent Convertible Securities” has the meaning set forth in the recitals of the Company herein and more particularly means any series of Contingent
Convertible Securities issued, authenticated and delivered under this Contingent Convertible Securities Indenture.
“Contingent Convertible Securities Indenture” or “Indenture” means this instrument as originally executed or as it may from time to time be supplemented or
amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms and forms of particular
series of Contingent Convertible Securities established pursuant to Section 3.01.
“Contingent Convertible Security” means one of the Contingent Convertible Securities.
“Contingent Convertible Security Register” and “Contingent Convertible Security Registrar” have the respective meanings specified in Section 3.05.
“Corporate Trust Office” means the Corporate Trust Office referenced in the applicable indenture supplemental hereto establishing the terms of the Contingent
Convertible Securities of a Series in which the Trustee’s corporate trust business is principally administered, or such other address as the Trustee may designate from
time to time by notice to the Holders and the
-3-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Company, or the principal corporate trust office of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to
the Holders and the Company).
The term “corporation” includes corporations, associations, companies and business trusts.
“Coupon” or “Coupons” means any interest coupon or coupons, as the case may be, appertaining to any Contingent Convertible Securities and includes any
talons for further interest coupons.
“Depositary” means, with respect to Contingent Convertible Securities of any series issuable or issued in whole or in part in the form of one or more Global
Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Contingent Convertible Securities as contemplated by
Section 3.01.
“Discount Security” means any Contingent Convertible Security which provides for an amount less than the principal amount to be due and payable upon a
declaration of the Maturity thereof pursuant to Section 5.02.
“Dollar” or “$” or any similar reference means the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.
“DTC” means The Depository Trust Company or its nominee.
“Euro” or “€” or any similar reference means the single currency of the participating member states in the Third Stage of European economic and monetary
union pursuant to the Treaty establishing the European Community (as amended from time to time), and as defined in Article 2 of Council Regulation (EC) No. 974/98
of 3 May 1998 on the introduction of the Euro, as amended.
“Event of Default” has the meaning specified in Section 5.01.
“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, at the date as of which this instrument was executed; provided ,
however , that in the event the United States Securities Exchange Act of 1934 is amended after such date, “Exchange Act” means, to the extent required by any such
amendment, the United States Securities Exchange Act of 1934 as so amended.
“FATCA Withholding Tax” has the meaning specified in Section 10.04.
“Foreign Currency” means a currency issued by the government of any country other than the United States of America as at the time of payment is legal tender
for the payment of public and private debts.
“Foreign Government Securities” means with respect to Contingent Convertible Securities and Coupons, if any, of any series that are denominated in a Foreign
Currency, non-callable (i) direct obligations of the government that issued such Foreign Currency for the
-4-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of
such government, the payment of which obligations is unconditionally guaranteed as a full faith and credit obligation of such government.
“Global Security” means with respect to Contingent Convertible Securities issued in registered form, a global certificate evidencing all or part of a series of
Contingent Convertible Securities, authenticated and delivered to the Depositary and registered in the name of the Depositary or its nominee.
“Group” means the Company and its consolidated subsidiaries.
“Holder” means a Person in whose name a registered Contingent Convertible Security in global or definitive form is registered in the Contingent Convertible
Security Register.
The term “interest”, when used with respect to a Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.
“Interest Payment Date”, when used with respect to any Contingent Convertible Security, means the Stated Maturity of any installment of interest on such
Contingent Convertible Security.
“Investment Company Act” means the U.S. Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.
“Maturity”, when used with respect to any Contingent Convertible Security, means the date, if any, on which the principal of such Contingent Convertible
Security becomes due and payable as therein or herein provided, whether by call for redemption, winding up of the Company or otherwise.
“Officer’s Certificate” means a certificate delivered to the Trustee and signed by any Authorized Officer or Director or Vice President in the TES, Long Term
Unsecured Funding/Capital section (or any successor section thereto) of Barclays Treasury (or any other person with similar title and status) duly appointed by the
Board of Directors.
“Opinion of Counsel” means a written opinion of legal advisors, who may be legal advisors for the Company or other legal advisors, such opinion to be
acceptable to the Trustee.
“Outstanding”, when used with respect to Contingent Convertible Securities or any series of Contingent Convertible Securities means, as of the date of
determination, all Contingent Convertible Securities or all Contingent Convertible Securities of such series, as the case may be, theretofore authenticated and delivered
under this Contingent Convertible Securities Indenture, except:
(i) Contingent Convertible Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
-5-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(ii) Contingent Convertible Securities, or portions thereof, for whose payment or redemption money, U.S. Government Obligations or Foreign Government
Securities in the necessary amount have been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Contingent Convertible Securities; provided , that, if such
Contingent Convertible Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Contingent Convertible Securities Indenture or
provision therefor satisfactory to the Trustee has been made; and
(iii) Contingent Convertible Securities which have been paid pursuant to Section 11.06 or in exchange for or in lieu of which other Contingent Convertible
Securities have been authenticated and delivered pursuant to this Contingent Convertible Securities Indenture;
provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Contingent Convertible Securities of any series have
given any request, demand, authorization, direction, notice, consent or waiver hereunder, (i) the principal amount of a Contingent Convertible Security denominated in a
Foreign Currency shall be the Dollar equivalent, determined in the manner provided as contemplated by Section 3.01 on the date of original issuance of such Contingent
Convertible Security, of the principal amount of such Contingent Convertible Security; and (ii) Contingent Convertible Securities beneficially owned by the Company
or any other obligor upon the Contingent Convertible Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be
Outstanding except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or
waiver, only Contingent Convertible Securities which the Trustee knows to be so beneficially owned shall be so disregarded; provided further , however , that
Contingent Convertible Securities so beneficially owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Contingent Convertible Securities and that the pledgee is not the Company or any other
obligor upon the Contingent Convertible Securities or any Affiliate of the Company or of such other obligor.
“Paying Agent” means any Person (which may include the Company) authorized by the Company to pay the principal of (and premium, if any) or interest, if
any, on any Contingent Convertible Securities on behalf of the Company.
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.
“Place of Payment”, when used with respect to the Contingent Convertible Securities of any series, means the place or places where the principal of (and
premium, if any) and interest, if any, on the Contingent Convertible Securities of that series are payable as specified pursuant to Section 3.01 or, if not so specified, as
specified in Section 10.02.
-6-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“Predecessor Security” of any particular Contingent Convertible Security means every previous Contingent Convertible Security evidencing all or a
portion of the same debt as that evidenced by such particular Contingent Convertible Security; and, for the purposes of this definition, any Contingent
Convertible Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Contingent Convertible
Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Contingent Convertible Security.
“PRA” means the Prudential Regulation Authority of the United Kingdom (which is one of the successors of the Financial Services Authority as of April 1,
2013) or such other governmental authority in the United Kingdom (or if the Company becomes domiciled in a jurisdiction other than the United Kingdom, such other
jurisdiction) having primary responsibility for the prudential supervision of the Company.
“Redemption Date”, when used with respect to any Contingent Convertible Security to be redeemed, means the date fixed for such redemption by or pursuant to
this Contingent Convertible Securities Indenture.
“Redemption Price”, when used with respect to any Contingent Convertible Security to be redeemed, means the price at which it is to be redeemed pursuant to
this Contingent Convertible Securities Indenture.
“Regular Record Date” for any interest payable on any Interest Payment Date on registered Contingent Convertible Securities of any series means the date
specified for the purpose pursuant to Section 3.01.
“Responsible Officer”, when used with respect to the Trustee, means any director, vice president, any assistant vice president, any assistant treasurer or any other
officer in the Corporate Trust Office of the Trustee customarily performing functions similar to those performed by any of the above designated officers, in each case
that has direct responsibility for administering this Contingent Convertible Securities Indenture, or, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his or her knowledge of and familiarity with the particular subject.
“Stated Maturity”, when used with respect to any Contingent Convertible Security or any installment of principal thereof or interest thereon, means the date, if
any, specified in, or determined in accordance with the terms of, such Contingent Convertible Security or in the relevant Coupon, if any, appertaining thereto as the
fixed date on which the principal of such Contingent Convertible Security or such installment of interest is payable.
“Subsidiary” has the meaning attributed thereto by Section 1159 of the Companies Act 2006.
“Taxes” has the meaning specified in Section 10.04.
“Taxing Jurisdiction” has the meaning specified in Section 10.04.
-7-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor trustee shall have become such pursuant to
the applicable provisions of this Contingent Convertible Securities Indenture, and thereafter “Trustee” shall mean the Person who is then the Trustee hereunder,
and if at any time there is more than one such Person, “Trustee” shall mean and include each such Person; and “Trustee” as used with respect to the Contingent
Convertible Securities of any series shall mean the Trustee with respect to the Contingent Convertible Securities of such series.
“Trust Indenture Act” means the United States Trust Indenture Act of 1939, as in force at the date as of which this instrument was executed, provided ,
however , that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.
“U.K. Bail-In Power”, when used with respect to any Contingent Convertible Security of a series, shall have the meaning specified in the indenture supplemental
hereto establishing the terms of the Contingent Convertible Securities of such series.
“U.K. Resolution Authority”, when used with respect to any Contingent Convertible Security of a series, shall have the meaning specified in the indenture
supplemental hereto establishing the terms of the Contingent Convertible Securities of such series.
“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland.
“United States of America” means the United States of America and, except in the case of Sections 6.09 and 6.14, its territories and possessions.
“U.S. Government Obligations” means (a) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith
and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case
(i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (b) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities
Act) as custodian with respect to any U.S. Government Obligation which is specified in (a) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by
the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.
“Vice President”, when used with respect to the Trustee, means any vice president, whether or not designated by a number or a word or words added before or
after the title “vice president”.
Section 1.02 Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take any action under any provision of
this Contingent
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Convertible Securities Indenture, the Company shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this
Contingent Convertible Securities Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of the legal
advisor rendering such opinion all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Contingent Convertible Securities Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Contingent Convertible Securities Indenture shall
include:
(a) a statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;
(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion
are based;
(c) a statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such covenant or condition has been complied with; and
(d) a statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.
Section 1.03 Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any
specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by,
legal advisors, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of, or representations by, legal advisors may be based, insofar as it relates
to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual
matters is in the possession of the Company, unless such legal advisors know, or in the exercise of reasonable care should know, that the certificate or opinion or
representation with respect to such matters is erroneous.
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under
this Contingent Convertible Securities Indenture, they may, but need not, be consolidated and form one instrument.
-9-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 1.04 Acts of Holders.
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Contingent Convertible Securities Indenture to be
given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to
the Trustee and, when it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Contingent Convertible Securities Indenture and (subject to Section 6.01) conclusive in favor of the Trustee
and the Company, if made in the manner provided in this Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. When such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall
also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.
(c) If the Company shall solicit from the Holders of Contingent Convertible Securities of any series any request, demand, authorization, direction, notice,
consent, waiver or other Act, the Company may, at its option, by Board Resolution or other means, fix in advance a record date for purposes of determining the identity
of Holders of registered Contingent Convertible Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the
Company shall have no obligation to do so. Any such record date shall be fixed at the Company’s discretion. If such a record date is fixed, such request, demand,
authorization, direction, notice, consent and waiver or other Act may be sought or given before or after the record date, but only the Holders of registered Contingent
Convertible Securities of record at the close of business on such record date shall be deemed to be Holders of registered Contingent Convertible Securities for the
purpose of determining whether Holders of the requisite proportion of Contingent Convertible Securities of such series Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the registered Contingent Convertible Securities
of such series Outstanding shall be computed as of such record date.
(d) The ownership of registered Contingent Convertible Securities shall be proved by the Contingent Convertible Security Register.
-10-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Contingent Convertible Security shall bind
every future Holder of the same Contingent Convertible Security and the Holder of every Contingent Convertible Security issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Contingent Convertible Security or such other Contingent Convertible Security.
Section 1.05 Notices, etc. to Trustee and Company. Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document
provided or permitted by this Contingent Convertible Securities Indenture to be made upon, given or furnished to, or filed with,
(a) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given,
furnished or filed in writing to the Trustee at its Corporate Trust Office, or
(b) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and
mailed, first-class postage prepaid, addressed to it at the address of its registered office specified in the first paragraph of this Contingent Convertible Securities
Indenture or faxed to +44 20 7155 9000 (unless another address has been previously furnished in writing to the Trustee by the Company, in which case at the last such
address) marked “Attention: Company Secretary”.
The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, Portable Document Format (PDF),
facsimile transmission or other similar unsecured electronic methods, provided , however , that the Trustee shall have received from the Company an incumbency
certificate listing persons designated to give such instructions or directions and containing the titles and specimen signatures of such designated persons, which such
incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee e-mail or
facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of
such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance
upon and compliance with such instructions notwithstanding a conflict or inconsistency between such instructions and a subsequent written instruction. The Company
agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of
the Trustee acting on unauthorized instructions, and the risk or interception and misuse by third parties.
Section 1.06 Notice to Holders; Waiver. When this Contingent Convertible Securities Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided), in the case of Global Securities, if given in accordance with the applicable procedures of the Depositary
and, in the case of all Contingent Convertible Securities, if given in writing and mailed, first-class postage prepaid, to each Holder of a registered Contingent
Convertible Security affected by such event in the manner and to the
-11-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
extent provided in Section 313(c) of the Trust Indenture Act with respect to reports pursuant to Section 7.03(a) of this Contingent Convertible Securities Indenture, not
later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.
For so long as the Contingent Convertible Securities of any series are represented by Global Securities, the Company will deliver a copy of all notices with
respect to such series to the Depositary for such Contingent Convertible Security (or its designee).
When notice to Holders of registered Contingent Convertible Securities is given by mail, neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Contingent Convertible Securities Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to
give such notice by mail, then such notification as shall be determined by the Trustee shall constitute a sufficient notification for every purpose hereunder.
Section 1.07 Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required
under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the
Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case
may be. If at any future time any provision required to be included herein by the Trust Indenture Act as in force at the date as of which this Contingent Convertible
Securities Indenture was executed or any limitation imposed by the Trust Indenture Act at such date on any provision otherwise included herein would not be so
required or imposed (in whole or in part) if this Contingent Convertible Securities Indenture were executed at such future time, the Company and the Trustee may enter
into one or more indentures supplemental hereto pursuant to Section 9.01 to change or eliminate (in whole or in part) such provision or limitation of this Contingent
Convertible Securities Indenture in conformity with the requirements of the Trust Indenture Act as then in force, except that (subject to Article Nine) no provision or
limitation required to be included herein by Sections 310(a)(1) and (a)(2), 315(a), (c), (d)(1), (d)(2), (d)(3) and (e), 316(a)(1)(A), (a)(1)(B), (a)(2), (a) (last sentence) and
(b) of the Trust Indenture Act as in force at the date as of which this Contingent Convertible Securities Indenture was executed may be so changed or eliminated.
Section 1.08 Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not
affect the construction hereof.
Section 1.09 Successors and Assigns. All covenants and agreements in this Contingent Convertible Securities Indenture by the Company shall bind its successors
and assigns, whether so expressed or not. All covenants and agreements in this Contingent Convertible Securities Indenture by the Trustee shall bind its successors and
assigns, whether so expressed or not.
-12-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 1.10 Separability Clause. In case any provision in this Contingent Convertible Securities Indenture or in the Contingent Convertible Securities or
the Coupons 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 1.11 Benefits of Contingent Convertible Securities Indenture. Nothing in this Contingent Convertible Securities Indenture or in the Contingent
Convertible Securities or the Coupons, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Holders of
Contingent Convertible Securities or the holders of Coupons, any benefit or any legal or equitable right, remedy or claim under this Contingent Convertible Securities
Indenture.
Section 1.12 Governing Law. This Contingent Convertible Securities Indenture and the Contingent Convertible Securities and the Coupons shall be governed by
and construed in accordance with the laws of the State of New York, except for any subordination provisions applicable to the Contingent Convertible Securities and
the Coupons of a series pursuant to Section 3.01 hereof, which shall be governed by and construed in accordance with the laws of England, and except that the
authorization and execution of this Contingent Convertible Securities Indenture, the Contingent Convertible Securities and the Coupons shall be governed (in addition
to the laws of the State of New York relevant to execution) by the respective jurisdictions of organization of the Company and the Trustee, as the case may be.
Section 1.13 Saturdays, Sundays and Legal Holidays. The terms of the Contingent Convertible Securities (and Coupons, if any) shall provide that, in any case
where any Interest Payment Date, Redemption Date, Maturity or Stated Maturity, if any, of a Contingent Convertible Security shall not be a Business Day at any Place
of Payment, then (notwithstanding any other provision of this Contingent Convertible Securities Indenture or the Contingent Convertible Securities or Coupons other
than a provision in the Contingent Convertible Securities or Coupons that specifically states that such provision shall apply in lieu of this Section) payments of interest,
if any, or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment (or such other Business Day as shall be provided in such Contingent Convertible Security or Coupon) with the same force and effect as if made on such
Interest Payment Date, Redemption Date, Maturity or Stated Maturity, if any, provided that no interest shall accrue on such payment for the period from and after
such Interest Payment Date, Redemption Date, Maturity or Stated Maturity, if any, as the case may be and provided , further , that if such next succeeding Business
Day at any Place of Payment would fall in the succeeding Financial Year (as defined by reference to Section 390 of the Companies Act 2006) of the Company, payment
may be made in full on the immediately preceding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date,
Redemption Date, Maturity or Stated Maturity, if any, as the case may be.
Section 1.14 Appointment of Agent for Service. By the execution and delivery of this Indenture, the Company hereby designates Barclays Bank PLC (New York
Branch), 745 Seventh Avenue, New York, New York 10019, Attention: General Counsel as its authorized agent upon which process may be served in any suit or
proceeding in any Federal or State court in the Borough of Manhattan, The City of New York arising out of or relating to the Contingent
-13-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Convertible Securities, the Coupons or this Contingent Convertible Securities Indenture, but for that purpose only, and agrees that service of process upon said agent
shall be deemed in every respect effective service of process upon it in any such suit or proceeding in any Federal or State court in the Borough of Manhattan, The City
of New York. Such appointment shall be irrevocable so long as any of the Contingent Convertible Securities remain Outstanding until the appointment of a successor
by the Company and such successor’s acceptance of such appointment. Upon such acceptance, the Company shall notify the Trustee of the name and address of such
successor. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments, as may be
necessary to continue such designation and appointment of said agent in full force and effect so long as any of the Contingent Convertible Securities shall be
Outstanding. The Trustee shall not be obligated and shall have no responsibility with respect to any failure by the Company to take any such action. The Company
hereby submits (for the purposes of any such suit or proceeding) to the jurisdiction of any Federal or State court in the Borough of Manhattan, The City of New York in
which any such suit or proceeding is so instituted, and waives, to the extent it may effectively do so, any objection it may have now or hereafter to the laying of the
venue of any such suit or proceeding.
Section 1.15 Calculation Agent. If the Company appoints a Calculation Agent pursuant to Section 3.01 with respect to any series of Contingent Convertible
Securities, any determination of the interest rate on, or other amounts in relation to, such series of Contingent Convertible Securities in accordance with the terms of
such series of Contingent Convertible 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.
Section 1.16 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS INDENTURE, THE CONTINGENT CONVERTIBLE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 1.17 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or
military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume
performance as soon as practicable under the circumstances.
-14-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 2
CONTINGENT CONVERTIBLE SECURITY FORMS
Section 2.01 Forms Generally. The Contingent Convertible Securities of each series and the Coupons, if any, to be attached thereto shall be in such forms as
shall be established by or pursuant to a Board Resolution, and in one or more indentures supplemental hereto, pursuant to Section 3.01, in each case with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Contingent Convertible Securities Indenture, and may have such
letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or rule or
regulation made pursuant thereto or with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Contingent
Convertible Securities and Coupons, all as evidenced by any such execution; provided , however , that such Contingent Convertible Securities and Coupons shall
have endorsed thereon a statement in the following form or in substantially the following form:
“The rights of the holder of this Contingent Convertible Security/Coupon are, to the extent and in the manner set forth in Section [] of the indenture supplemental to
the Contingent Convertible Securities Indenture that establishes the terms of this Contingent Convertible Security/Coupon, subordinated to the claims of other
creditors of the Company, and this Contingent Convertible Security/Coupon is issued subject to the provisions of that Section [ ], and the holder of this Contingent
Convertible Security/Coupon, by accepting the same, agrees to and shall be bound by such provisions. Such provisions and the terms of this paragraph are governed
by, and shall be construed in accordance with, the laws of England.”
The Trustee’s certificates of authentication shall be in substantially the form set forth in Section 2.02 or Section 6.14.
The definitive Contingent Convertible Securities and Coupons shall be printed, lithographed or engraved or produced by any combination of these methods or
may be produced in any other manner permitted by the rules of any securities exchange on which the Contingent Convertible Securities may be listed, all as determined
by the officers executing such Contingent Convertible Securities, as evidenced by their execution thereof.
Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication shall be in substantially the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Contingent Convertible Securities of the series designated herein referred to in the within-mentioned Contingent Convertible Securities
Indenture.
Date:
THE BANK OF NEW YORK MELLON, LONDON BRANCH
as Trustee
By:
Authorized Signatory
-15-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 3
THE CONTINGENT CONVERTIBLE SECURITIES
Section 3.01 Amount Unlimited; Issuable in Series. The aggregate principal amount of Contingent Convertible Securities which may be authenticated and
delivered under this Contingent Convertible Securities Indenture is unlimited. The Contingent Convertible Securities may be issued in one or more series.
There shall be established by or pursuant to a Board Resolution and, subject to Section 3.03, established in one or more indentures supplemental hereto, prior to
the initial issuance of Contingent Convertible Securities of any series,
(a) the title of the Contingent Convertible Securities of the series (which shall distinguish the Contingent Convertible Securities of the series from all other
Contingent Convertible Securities);
(b) any limit upon the aggregate principal amount of the Contingent Convertible Securities of the series that may be authenticated and delivered under this
Contingent Convertible Securities Indenture (except for Contingent Convertible Securities authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Contingent Convertible Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Contingent Convertible
Securities which, pursuant to Section 3.03, are deemed never to have been authenticated and delivered hereunder);
(c) the date or dates, if any, on which the principal of (and premium, if any, on) the Contingent Convertible Securities of the series is payable and whether the
Contingent Convertible Securities of the series are perpetual securities with no scheduled Stated Maturity with respect to the payment of the principal of (and premium,
if any, on) the Contingent Convertible Securities of the series;
(d) under what conditions, if any, the Company may be substituted as the issuer of the Contingent Convertible Securities of the series (including pursuant to
Article Eight);
(e) the ranking of the Contingent Convertible Securities of the series relative to the debt and equity issued by the Company, including to what extent it may rank
junior in right of payment to other of the Company’s obligations or in any other manner;
(f) whether the Contingent Convertible Securities of the series are intended to qualify as capital for capital adequacy purposes;
(g) the applicable interest rate or rates, if any, on the Contingent Convertible Securities of the series or the manner of calculation of such rate or rates, if any, the
date or dates, if any, from which such interest, if any, may accrue, the Interest Payment Dates on which such interest, if any, may be payable or the manner of
determination of such Interest Payment Dates and, in the case of registered Contingent Convertible Securities, the Regular Record Date for the interest payable on any
Interest Payment Date, and any dates required to be established pursuant to Section 7.01;
-16-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(h) the circumstances, if any, under which any installment of interest on Contingent Convertible Securities of the series may be cancelled at the
Company’s discretion or otherwise, and the limitations, if any, on the Company’s ability to make any payment of principal of (or premium, if any) or interest on
Contingent Convertible Securities of the series, including situations in which the Company would be prohibited from making such payments;
(i) whether any premium, upon redemption or otherwise, shall be payable by the Company on Contingent Convertible Securities of the series;
(j) whether the Contingent Convertible Securities of the series are to be issued as Discount Securities and the amount of the discount at which such Discount
Securities may be issued;
(k) provisions, if any, for the discharge and defeasance of Contingent Convertible Securities of the series;
(l) any additional condition to which payment of any principal of (or premium, if any) or interest on Contingent Convertible Securities of the series will be
subject;
(m) the place or places where the principal of (and premium, if any) and any interest on Contingent Convertible Securities of the series shall be payable, and the
Paying Agent or Paying Agents who shall be authorized to pay principal of (and premium, if any) and interest on Contingent Convertible Securities of such series, at
least one of which Paying Agents shall have an office or agency in the Borough of Manhattan, The City of New York;
(n) whether or not such series of Contingent Convertible Securities are to be redeemable, in whole or in part, at the Company’s option and, if so redeemable, the
period or periods within which, the price or prices at which and the terms and conditions upon which, Contingent Convertible Securities of the series may be redeemed;
(o) if there are any conditions on the Company repurchasing the Contingent Convertible Securities of the series, such conditions;
(p) the obligation, if any, of the Company to redeem or purchase Contingent Convertible Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions upon which Contingent
Convertible Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
(q) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Contingent Convertible Securities of the series in each
applicable form shall be issuable;
(r) (if other than the principal amount thereof, the portion, or the manner of calculation of such portion, of the principal amount of Contingent Convertible
Securities of the
-17-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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series which shall be payable upon a declaration of acceleration or acceleration of the Maturity thereof pursuant to Section 5.02, upon redemption of Contingent
Convertible Securities of any series which are redeemable before their Stated Maturity, if any, or which the Trustee shall be entitled to file and prove a claim pursuant to
Section 5.04;
(s) whether Additional Amounts, pursuant to Section 10.04, will not be payable by the Company;
(t) whether the Contingent Convertible Securities of the series will be issued in registered form or in bearer form or both and, if bearer securities will be issued,
whether or not the Contingent Convertible Securities will be issued with Coupons attached and any other provisions related to bearer securities, whether a Global
Security will initially be executed and delivered, whether registered Contingent Convertible Securities of the series may be exchanged for bearer Contingent
Convertible Securities of the series and vice versa , and the circumstances under which any such exchanges, if permitted, may be made and whether any restrictions
will be applicable to the offer, sale or delivery of bearer or registered Contingent Convertible Securities;
(u) if other than Dollars, provisions, if any, for the Contingent Convertible Securities of the series to be denominated, and payments thereon to be made, in Euro
or Foreign Currencies and specifying the manner and place of payment thereon and any other terms with respect thereto and the manner of determining the equivalent
thereof in Dollars for purposes of the definition of “Outstanding” in Section 1.01;
(v) if other than the currency in which the Contingent Convertible Securities of that series are denominated, the currency in which payment of the principal of
(and premium, if any) or interest, if any, on the Contingent Convertible Securities of such series shall be payable;
(w) if the principal of (and premium, if any) or interest, if any, on the Contingent Convertible Securities of such series are to be payable, at the election of the
Company or a Holder thereof, in a currency other than that in which the Contingent Convertible Securities are denominated, the period or periods within which, and the
terms and conditions upon which, such election may be made;
(x) whether the Contingent Convertible Securities of the series shall be issued in whole or in part in the form of one or more Global Securities and the initial
Holder with respect to such Global Security or Contingent Convertible Securities;
(y) if the Contingent Convertible Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Contingent Convertible Security of such series or otherwise) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the
form and terms of such certificates, documents or conditions;
(z) if the amounts of payments of principal of (and premium, if any) or interest, if any, on the Contingent Convertible Securities of the series may be determined
with reference to an index or are otherwise not fixed on the original issue date thereof, the manner in which such amounts shall be determined and the Calculation
Agent, if any, who shall be appointed and authorized to calculate such amounts;
-18-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(aa) the terms, if any, on which such Contingent Convertible Securities may or shall be converted into at the option of the Company or otherwise for stock
or other securities of the Company (“Conversion Securities”), and, if so, the nature and terms of the Conversion Securities into which such Contingent
Convertible Securities are convertible and any additional or other provisions relating to such conversion, including any triggering event that may give rise to such
conversion (which may include, but shall not be limited to, certain regulatory capital events), the terms upon which such conversion should occur and any
specific terms relating to the adjustment thereof and the period during which such Contingent Convertible Securities may or shall be so converted;
(bb) any other Events of Default or other category of default or covenants with respect to the Contingent Convertible Securities of such series and, if other than
as specified in this Contingent Convertible Securities Indenture, the terms thereof;
(cc) the forms of Contingent Convertible Securities of the series and any Coupons appertaining thereto; and
(dd) any other terms of the series (which terms shall not be inconsistent with the provisions of this Contingent Convertible Securities Indenture, except as
permitted by Section 9.01(d)).
All Contingent Convertible Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in
any indenture supplemental hereto.
If the forms of Contingent Convertible Securities of any series and any Coupons to be attached thereto, or any of the terms thereof, are established by action
taken by the Board of Directors of the Company, copies of the Board Resolutions in respect thereof shall be delivered to the Trustee at or prior to the delivery of the
Company Order pursuant to Section 3.03 for the authentication and delivery of such Contingent Convertible Securities.
Section 3.02 Denominations. The Contingent Convertible Securities of each series shall be issuable in such denominations as shall be specified as contemplated
by Section 3.01. In the absence of any such specification with respect to the Contingent Convertible Securities of any series, the Contingent Convertible Securities of
each series shall be issuable in denominations of $1,000 and any integral multiple thereof.
Section 3.03 Execution, Authentication, Delivery and Dating. The Contingent Convertible Securities and any Coupons shall be executed on behalf of the
Company by any two of the following: any of its Authorized Officers or any Director or Vice President in the TES, Long Term Unsecured Funding/Capital section (or
any successor section thereto) of Barclays Treasury. The signature of any of these officers on the Contingent Convertible Securities or the Coupons may be manual or
facsimile. Contingent Convertible Securities or Coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the
-19-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Contingent Convertible Securities or Coupons.
At any time and from time to time after the execution and delivery of this Contingent Convertible Securities Indenture, the Company may deliver Contingent
Convertible Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of
such Contingent Convertible Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Contingent Convertible Securities.
In authenticating such Contingent Convertible Securities and accepting the additional responsibilities under this Contingent Convertible Securities Indenture in relation
to such Contingent Convertible Securities the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an Officer’s
Certificate and an Opinion of Counsel, each stating that the form and terms thereof have been established in conformity with the provisions of this Contingent
Convertible Securities Indenture, and complying with Section 1.02.
The Trustee shall not be required to authenticate such Contingent Convertible Securities if the issue of such Contingent Convertible Securities pursuant to this
Contingent Convertible Securities Indenture will affect the Trustee’s own rights, duties or immunities under the Contingent Convertible Securities or any Coupons and
this Contingent Convertible Securities Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.
Each registered Contingent Convertible Security shall be dated the date of its authentication.
No Contingent Convertible Security or Coupon appertaining thereto shall be entitled to any benefit under this Contingent Convertible Securities Indenture or be
valid or obligatory for any purpose unless there appears on such Contingent Convertible Security a certificate of authentication substantially in the form provided for
herein executed by or on behalf of the Trustee by manual signature, and such certificate upon any Contingent Convertible Security shall be conclusive evidence, and the
only evidence, that such Contingent Convertible Security has been duly authenticated and delivered hereunder and that such Contingent Convertible Security or Coupon
is entitled to the benefits of this Contingent Convertible Securities Indenture. Notwithstanding the foregoing, if any Contingent Convertible Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Contingent Convertible Security to the Trustee
for cancellation as provided in Section 3.09, for all purposes of this Contingent Convertible Securities Indenture such Contingent Convertible Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Contingent Convertible Securities Indenture.
Section 3.04 Temporary Contingent Convertible Securities. Pending the preparation of definitive Contingent Convertible Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Contingent Convertible Securities substantially of the tenor of the
definitive Contingent Convertible Securities in lieu of which they are issued, which Contingent Convertible Securities may be printed, lithographed,
-20-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
typewritten, photocopied or otherwise produced. Temporary Contingent Convertible Securities may be issued as registered Contingent Convertible Securities in any
authorized denomination, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Contingent Convertible
Securities may determine, all as evidenced by such execution.
If temporary Contingent Convertible Securities of any series are issued, the Company will cause, if so required by the terms of such temporary Contingent
Convertible Securities, definitive Contingent Convertible Securities of such series to be prepared without unreasonable delay. After the preparation of definitive
Contingent Convertible Securities of such series, the temporary Contingent Convertible Securities of such series shall be exchangeable for definitive Contingent
Convertible Securities of such series containing identical terms and provisions upon surrender of the temporary Contingent Convertible Securities of such series
(including any and all unmatured Coupons or matured Coupons in default attached thereto) at the office or agency of the Company in a Place of Payment for that series,
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Contingent Convertible Securities of any series the Company shall execute,
and the Trustee shall authenticate and deliver in exchange therefor, a like aggregate principal amount of definitive Contingent Convertible Securities of the same series
of authorized denominations containing identical terms and provisions. Until so exchanged, unless otherwise provided therein or in a supplemental indenture relating
thereto, the temporary Contingent Convertible Securities of any series shall in all respects be entitled to the same benefits (but shall be subject to all the limitations of
rights) under this Contingent Convertible Securities Indenture as definitive Contingent Convertible Securities of such series.
Section 3.05 Registration, Registration of Transfer and Exchange.
(a) The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or
agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Contingent Convertible Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide for the registration of Contingent Convertible Securities and of transfers of Contingent
Convertible Securities. The Trustee is hereby appointed “Contingent Convertible Security Registrar” for the purpose of registering Contingent Convertible Securities
and transfers of Contingent Convertible Securities as herein provided.
Upon surrender for registration of transfer of any Contingent Convertible Security of a series at the office or agency of the Company in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or
more new Contingent Convertible Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.
At the option of the Holder, Contingent Convertible Securities of any series may be exchanged for other Contingent Convertible Securities of the same series, of
any authorized denominations and of like tenor and aggregate principal amount upon surrender of the Contingent Convertible Securities to be exchanged at such office
or agency. Whenever any Contingent Convertible Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and make
available for delivery, the Contingent Convertible Securities which the Holder making the exchange is entitled to receive.
-21-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
All Contingent Convertible Securities issued upon any registration of transfer or exchange of Contingent Convertible Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Contingent Convertible Securities Indenture, as the
Contingent Convertible Securities surrendered upon such registration of transfer or exchange.
Every Contingent Convertible Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Contingent Convertible Security Registrar duly
executed, by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange of Contingent Convertible Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Contingent Convertible
Securities, other than exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.
If the Contingent Convertible Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (i) to
issue, register the transfer of or exchange any Contingent Convertible Securities of that series (or of that series and specified tenor, as the case may be) during a period
beginning at the opening of business fifteen (15) days before the day of the mailing of a notice of redemption of any such Contingent Convertible Securities selected for
redemption under Section 11.03 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Contingent Convertible
Security so selected for redemption in whole or in part, except the unredeemed portion of any Contingent Convertible Security being redeemed in part.
(b) Except as otherwise specified pursuant to Section 3.01, registered Contingent Convertible Securities of any series may be exchanged for a like aggregate
principal amount of registered Contingent Convertible Securities of such series of other authorized denominations containing identical terms and provisions. Contingent
Convertible Securities to be exchanged shall be surrendered at an office or agency of the Company designated pursuant to Section 10.02 for such purpose, and the
Company shall execute, and the Trustee shall authenticate and deliver, in exchange therefor the Contingent Convertible Security or Contingent Convertible Securities of
the same series which the Holder making the exchange shall be entitled to receive.
(c) The provisions of this Section 3.05(c) shall apply only to Global Securities unless otherwise specified as contemplated by Section 3.01:
(i) Each Global Security authenticated under this Contingent Convertible Securities Indenture shall be registered in the name of the Depositary designated for
such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute
a single Contingent Convertible Security for all purposes of this Contingent Convertible Securities Indenture.
-22-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(ii) Notwithstanding any other provision in this Contingent Convertible Securities Indenture, no Global Security may be exchanged in whole or in part for
Contingent Convertible Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (A) such Depositary (x) has notified the Company that it is unwilling or unable to continue as
Depositary for such Global Security or (y) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an
Event of Default with respect to such Global Security, (C) at any time if the Company at its option and in its sole discretion determines that the Global Securities of a
particular series should be exchanged for definitive Contingent Convertible Securities of that series in registered form or (D) there shall exist such circumstances, if
any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.
(iii) Subject to Clause (ii) above, any exchange of a Global Security for other Contingent Convertible Securities may be made in whole or in part, and all
Contingent Convertible Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct.
(iv) Every Contingent Convertible Security authenticated and made available for delivery upon registration of transfer of, or in exchange for or in lieu of, a
Global Security or any portion thereof, whether pursuant to this Section 3.05, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in the
form of, and shall be, a Global Security, unless such Contingent Convertible Security is registered in the name of a Person other than the Depositary for such Global
Security or a nominee thereof.
Section 3.06 Mutilated, Destroyed, Lost and Stolen Contingent Convertible Securities. If any mutilated Contingent Convertible Security or Coupon (including
any Global Security) is surrendered to the Trustee, the Company may execute and the Trustee shall, in the case of a Contingent Convertible Security, authenticate and
deliver, or in the case of a Coupon deliver, in exchange therefor a new Contingent Convertible Security or Coupon of the same series containing identical terms and
provisions and of like amount, and bearing a number not contemporaneously outstanding.
If there shall be delivered to the Company and to the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Contingent Convertible
Security (including any Global Security) or Coupon and (b) such security or indemnity as may be required by them to save each of them and any agent of any of them
harmless, then, in the absence of notice to the Company or the Trustee that such Contingent Convertible Security or Coupon has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenticate and deliver, or in the case of a Coupon deliver, in lieu of any such destroyed, lost or stolen
Contingent Convertible Security or Coupon a new Contingent Convertible Security or Coupon of the same series containing identical terms and provisions and of the
amount, and bearing a number not contemporaneously outstanding.
-23-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
In case any such mutilated, destroyed, lost or stolen Contingent Convertible Security or Coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Contingent Convertible Security or Coupon, pay such Contingent Convertible Security or Coupon.
Upon the issuance of any new Contingent Convertible Security or Coupon under this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected
therewith.
Every new Contingent Convertible Security or Coupon of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Contingent
Convertible Security or Coupon shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Contingent
Convertible Security or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Contingent Convertible Securities Indenture
equally and proportionately with any and all other Contingent Convertible Securities and Coupons of that series duly issued hereunder.
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Contingent Convertible Securities or Coupons.
Section 3.07 Payment; Interest Rights Preserved. Except as otherwise provided as contemplated by Section 3.01 with respect to any series of Contingent
Convertible Securities, interest, if any, on any Contingent Convertible Securities which is payable, and is paid or duly provided for, on any Interest Payment Date shall
be paid, in the case of registered Contingent Convertible Securities, to the Person in whose name that Contingent Convertible Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest or, in the case of Global Securities held by any Holder, to the Holder
including through a Paying Agent of the Company designated pursuant to Section 3.01 by wire transfer of same-day funds to the Holder.
In the case of registered Contingent Convertible Securities where payment is to be made in Dollars, payment at any Paying Agent’s office outside The City of
New York will be made in Dollars by check drawn on, or, at the request of the Holder, by wire transfer of same-day funds to a Dollar account maintained by the payee
with, a bank in The City of New York.
In the case of registered Contingent Convertible Securities where payment is to be made in a Foreign Currency or Euro, payment will be made as established
pursuant to Section 3.01.
Subject to the foregoing provisions of this Section, each Contingent Convertible Security delivered under this Contingent Convertible Securities Indenture upon
registration of transfer of or in exchange for or in lieu of any other Contingent Convertible Security shall carry the rights to interest accrued and unpaid, and to accrue,
which were carried by such other Contingent Convertible Security.
-24-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Section 3.08 Persons Deemed Owners. Prior to due presentment of a registered Contingent Convertible 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 such Contingent Convertible Security is registered as the owner of
such Contingent Convertible Security for the purpose of receiving (subject to Section 3.07) payment of principal of (and premium, if any) and interest, if any, on
such Contingent Convertible Security and for all other purposes whatsoever, whether or not such Contingent Convertible Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.
Section 3.09 Cancellation. All Contingent Convertible Securities and Coupons surrendered for payment, redemption, registration of transfer or exchange or for
credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The
Company may at any time deliver to the Trustee for cancellation any Contingent Convertible Securities previously authenticated and delivered hereunder and Coupons
which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other person for delivery to the Trustee) for cancellation
any Contingent Convertible Securities previously authenticated hereunder and Coupons which the Company has not issued and sold, and all Contingent Convertible
Securities and Coupons so delivered shall be promptly cancelled by the Trustee. No Contingent Convertible Securities shall be authenticated in lieu of or in exchange
for any Contingent Convertible Securities cancelled as provided in this Section, except as expressly permitted by the provisions of the Contingent Convertible Securities
of any series or pursuant to the provisions of this Contingent Convertible Securities Indenture. The Trustee shall deliver to the Company all cancelled Contingent
Convertible Securities and Coupons held by the Trustee.
Section 3.10 Computation of Interest. Payments of interest on the Contingent Convertible Securities of each series shall be computed on the applicable basis set
forth pursuant to Section 3.01 for Contingent Convertible Securities for such series.
Section 3.11 CUSIP Numbers. The Company in issuing the Contingent Convertible Securities may use “CUSIP” numbers (if then generally in use), and, if so,
the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Contingent Convertible Securities or as contained in any notice of a redemption and that reliance may be
placed only on the other identification numbers printed on the Contingent Convertible Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.
-25-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 4
SATISFACTIONAND DISCHARGE
Section 4.01 Satisfaction and Discharge of Contingent Convertible Securities Indenture. This Contingent Convertible Securities Indenture shall upon Company
Request cease to be of further effect with respect to Contingent Convertible Securities of any series (except as to any surviving rights of registration of transfer or
exchange of Contingent Convertible Securities of such series herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Contingent Convertible Securities Indenture with respect to the Contingent Convertible Securities of such
series when:
(a) all Contingent Convertible Securities of such series theretofore authenticated and delivered and all Coupons, if any, appertaining thereto (other than
(x) Contingent Convertible Securities and Coupons which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.06 and
(y) Contingent Convertible Securities or Coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided in Section 10.03) have been delivered to the Trustee for cancellation;
(b) the Company has paid or caused to be paid all other sums payable hereunder by the Company with respect to the Contingent Convertible Securities of such
series; and
(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Contingent Convertible Securities Indenture with respect to the Contingent Convertible Securities of such series have
been complied with.
Notwithstanding any satisfaction and discharge of this Contingent Convertible Securities Indenture, the obligations of the Company to the Trustee under
Section 6.07, the obligations of the Trustee to any Authenticating Agent under Section 6.14 shall survive such satisfaction and discharge.
ARTICLE 5
REMEDIES
Section 5.01 Events of Default. “Event of Default”, wherever used herein with respect to a particular series of Contingent Convertible Securities, means
(a) (i) the making by a court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) of an order for the winding up of
the Company which is not successfully appealed within thirty (30) days of the making of such order, or (ii) the adoption by shareholders of the Company of an effective
resolution for the winding up of the Company (other than, in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or
amalgamation not involving a bankruptcy or insolvency); or (b) any other Event of Default provided with respect to Contingent Convertible Securities of such series
pursuant to Section 3.01.
-26-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default occurs with respect to Contingent Convertible Securities of any
series and is continuing, then in every such case the Trustee or the Holder or Holders of not less than 25% in aggregate principal amount of the Outstanding
Contingent Convertible Securities of such series may declare the principal amount of (or, in the case of Discount Securities, such portion of the principal amount
of such Discount Securities as may be specified by the terms thereof), and any accrued but unpaid interest, if any, on, all the Contingent Convertible Securities of
that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by such Holder or Holders), and upon any such
declaration such principal amount (or specified amount) shall become immediately due and payable, and payments on the Contingent Convertible Securities of
such series shall be subject to any subordination provisions applicable to the Contingent Convertible Securities of that series pursuant to Section 3.01 hereof.
At any time after such a declaration of acceleration with respect to Contingent Convertible Securities of any series has been made but before a judgment or
decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, such declaration of acceleration and its consequences
(including any Event of Default under another series of Contingent Convertible Securities arising therefrom) shall be rescinded but only if the Company has paid or
deposited with the Trustee a sum sufficient to pay
(a) the principal of (and premium, if any, on) any Contingent Convertible Securities of such series which has become due otherwise than by such declaration of
acceleration, if any, and any due and payable interest, if any, and overdue interest, if any, thereon at the rate or rates prescribed therefor in such Contingent Convertible
Securities; and
(b) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.
No such rescission shall affect any subsequent Event of Default, if any, or impair any right consequent thereon.
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee.
(a) Other than the limited remedies specified in Section 5.02, if an Event of Default with respect to Contingent Convertible Securities of any series occurs and is
continuing, no remedy against the Company shall be available to the Trustee or any Holder of the Contingent Convertible Securities, whether for the recovery of
amounts owing in respect of the Contingent Convertible Securities of such series or under this Contingent Convertible Securities Indenture or in respect of any breach
by the Company of any of its other obligations under or in respect of the Contingent Convertible Securities of such series or under this Contingent Convertible
Securities Indenture, provided that (i) the Company’s obligations to the Trustee under Section 6.07 hereof and the Trustee’s rights to have money collected applied
first to pay amounts due to it under such Section pursuant to Section 5.06 hereof expressly survive any such Event of Default and are not subject to any subordination
provisions applicable to the Contingent Convertible Securities of
-27-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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such series pursuant to Section 3.01 hereof and (ii) 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 of such Contingent Convertible Securities in response to such Event of Default under the provisions of this Contingent Convertible Securities
Indenture, and provided , further , that any payments on the Contingent Convertible Securities of such series are subject to any subordination provisions applicable to
the Contingent Convertible Securities of that series pursuant to Section 3.01 hereof.
(b) Subject to applicable law and unless the relevant Contingent Convertible Securities provide otherwise, claims in respect of any Contingent Convertible
Security may not be set off, or be the subject of a counterclaim, by the Trustee or any Holder against or in respect of any of its obligations to the Company, and the
Trustee and every Holder waives, and shall be treated for all purposes as if it had waived, any right that it might otherwise have to set-off, or to raise by way of
counterclaim any of its claims in respect of any Contingent Convertible Securities or this Contingent Convertible Securities Indenture, against or in respect of any of its
obligations to the Company. No Holder of Contingent Convertible Securities shall be entitled to proceed directly against the Company except as set forth in
Section 5.07 hereof.
(c) No recourse for the payment of the principal of (or premium, if any) or interest, if any, on any Contingent Convertible Security, or for any claim based
thereon or on any Coupon or otherwise in respect thereof or of such Coupon and no recourse under or upon any obligation, covenant or agreement of the Company in
this Contingent Convertible Securities Indenture, or in any Contingent Convertible Security or in any Coupon, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder, officer or director, past, present or future, of the Company or of any successor corporation of the
Company, either directly or through the Company or any successor corporation of the Company, whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, it being expressly understood that to the extent lawful all such liability is hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Contingent Convertible Securities Indenture and the issue of the Contingent Convertible Securities.
Section 5.04 Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition, winding up or other judicial proceeding relative to the Company or any other obligor upon the Contingent Convertible Securities of any series
or to the property of the Company or such other obligor or their creditors (other than under or in connection with a scheme of amalgamation or reconstruction not
involving bankruptcy or insolvency), the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys and other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any such
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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judicial proceeding is hereby authorized by each Holder of a Contingent Convertible Security and each holder of a Coupon to make such payments to the Trustee and,
in the event that the Trustee shall consent to the making of such payments directly to such Holders or holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due to the Trustee under Section 6.07.
Subject to Article Eight and Section 9.02, nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder of any Contingent Convertible Security or any holder of any Coupon any plan of reorganization, arrangement, adjustment, or composition
affecting any Contingent Convertible Securities or Coupons or the rights of any Holder of any Contingent Convertible Security or any holder of any Coupon or to
authorize the Trustee to vote in respect of the claim of any such Holder or holder in any such proceeding; provided that the Trustee may, on behalf of the Holders,
vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.
With respect to the Contingent Convertible Securities or Coupons, the provisions of this Section 5.04 are subject to any subordination provisions applicable to
the Contingent Convertible Securities pursuant to Section 3.01 hereof.
Section 5.05 Trustee May Enforce Claims Without Possession of Contingent Convertible Securities. All rights of action and claim under this Contingent
Convertible Securities Indenture or the Contingent Convertible Securities or Coupons may be prosecuted and enforced by the Trustee without the possession of any of
the Contingent Convertible Securities or Coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall
be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel (subject, with regard to the Company, to any subordination provisions applicable to the Contingent
Convertible Securities pursuant to Section 3.01 hereof) be for the ratable benefit of the Holders of the Contingent Convertible Securities and any holders of Coupons in
respect of which such judgment has been recovered.
Section 5.06 Application of Money Collected. Any money collected by the Trustee pursuant to this Article in respect of any series of Contingent Convertible
Securities shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (and
premium, if any) or interest, if any, upon presentation of such Contingent Convertible Securities and any Coupons and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts applicable to such series of Contingent Convertible Securities in respect of which or for the benefit of which such money
has been collected due the Trustee under Section 6.07;
SECOND: Subject to any subordination provisions applicable to the Contingent Convertible Securities pursuant to Section 3.01 hereof, to the payment of the
amounts then due
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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and unpaid for principal of (and premium, if any) and interest, if any, on such series of Contingent Convertible Securities in respect of which or for the benefit of which
such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Contingent Convertible Securities
for principal, if any, (and premium, if any) and interest, if any, respectively; and
THIRD: To the payment of the balance, if any, to the Company or as a court of competent jurisdiction may direct.
Section 5.07 Limitation on Suits. No Holder of any Contingent Convertible Security of any series or holder of any Coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Contingent Convertible Securities Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless
(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to Contingent Convertible Securities of the same
series specifying such Event of Default and stating that such notice is a “Notice of Default” hereunder;
(b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Contingent Convertible Securities of such series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name, as Trustee hereunder;
(c) such Holder of a Contingent Convertible Security or holder of a Coupon has offered to the Trustee security or indemnity satisfactory to the Trustee in its sole
discretion against the costs, expenses and liabilities to be incurred in compliance with such request;
(d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and
(e) no direction inconsistent with such written request has been given to the Trustee during such sixty-day (60-day) period by the Holders of a majority in
principal amount of the Outstanding Contingent Convertible Securities of such series;
it being understood and intended that no one or more Holders of Contingent Convertible Securities of a particular series or holders of Coupons appertaining thereto
shall have any right in any manner whatever by virtue of, or by availing of any provision of this Contingent Convertible Securities Indenture to affect, disturb or
prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other such Holders or holders or to enforce any
right under this Contingent Convertible Securities Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of Contingent
Convertible Securities of such series or holders of such Coupons.
Section 5.08 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any. To the extent required by the Trust Indenture Act, and subject to
any subordination and/or other provisions applicable to the Contingent Convertible Securities pursuant to Section 3.01 hereof but otherwise notwithstanding any other
provision in this Contingent Convertible Securities Indenture, the Holder of any Contingent Convertible Security or the holder of any Coupon appertaining thereto shall
have the right to receive (subject to Section 3.07) payment of
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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any principal of (and premium, if any) and interest, if any, on such Contingent Convertible Security on the respective Stated Maturities, if any, as expressed in such
Contingent Convertible Security or Coupon (or, in the case of redemption, on or after the Redemption Date), and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such Holder or holder.
Section 5.09 Restoration of Rights and Remedies. If the Trustee or any Holder of any Contingent Convertible Security or the holder of any Coupon has instituted
any proceeding to enforce any right or remedy under this Contingent Convertible Securities Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder or holder, then and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders of Contingent Convertible Securities and the holders of Coupons shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and the Holders of Contingent Convertible Securities and the holders of Coupons shall continue
as though no such proceeding had been instituted.
Section 5.10 Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen
Contingent Convertible Securities or Coupons in the last paragraph of Section 3.06, no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders of Contingent Convertible Securities or holders of Coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or
remedy.
Section 5.11 Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Contingent Convertible Security or holder of any
Coupon to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Contingent Convertible Securities or holders of any
Coupons may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Contingent Convertible Securities or
holders of any Coupons, as the case may be.
Section 5.12 Control by Holders. The Holders of a majority in aggregate principal amount of the Outstanding Contingent Convertible Securities of any series
shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Contingent Convertible Securities of such series, provided that
(a) such direction shall not be in conflict with any rule of law or with this Contingent Convertible Securities Indenture, as determined by the Trustee in its sole
discretion;
-31-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) such direction shall not be unjustly prejudicial to the Holders of the Contingent Convertible Securities of such series not taking part in the direction, as
determined by the Trustee in its sole discretion;
(c) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction; and
(d) no provision herein shall be deemed to require the Trustee to take any action or forebear from any action directed by Holders unless the Trustee has received
security and/or indemnity satisfactory to it in its sole discretion.
Section 5.13 Waiver of Past Events of Default. The Holders of not less than a majority in aggregate principal amount of the Outstanding Contingent Convertible
Securities of any series may on behalf of the Holders of all the Contingent Convertible Securities of such series and holders of related Coupons waive any past Event of
Default hereunder with respect to such series and its consequences.
Upon any such waiver, such Event of Default shall cease to exist, and any Event of Default with respect to any series arising therefrom shall be deemed to have
been cured and not to have occurred for every purpose of this Contingent Convertible Securities Indenture, but no such waiver shall extend to any subsequent or other
Event of Default or impair any right consequent thereon.
Section 5.14 Undertaking for Costs. All parties to this Contingent Convertible Securities Indenture agree, and each Holder of any Contingent Convertible
Security and each holder of any Coupon by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Contingent Convertible Securities Indenture, or in any suit against the Trustee for any action taken, suffered or omitted
by it as Trustee, the filing by any party litigant to such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder or group of Holders holding in
the aggregate more than 10% in principal amount of the Outstanding Contingent Convertible Securities of any series, or to any suit instituted by any Holder or holder of
a Coupon for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Contingent Convertible Security on or after the
respective Stated Maturities, if any, expressed in such Contingent Convertible Security or Coupon (or, in the case of redemption, on or after the Redemption Date).
Section 5.15 Waiver of Usury, Stay or Extension Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Contingent Convertible Securities Indenture; and the Company (to the extent it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the
Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
-32-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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ARTICLE 6
THE TRUSTEE
Section 6.01 Certain Duties and Responsibilities.
(a) The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act and this Contingent Convertible Securities Indenture.
Notwithstanding the foregoing, no provision of this Contingent Convertible Securities Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Contingent Convertible Securities Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.
(b) Except during the continuance of an Event of Default,
(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and
(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).
(c) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.
(d) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own
willful misconduct, except that
(i) this Subsection shall not be construed to limit the effect of subsection (b) of this Section;
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a
majority in principal amount of the Outstanding Contingent Convertible Securities of any series.
Section 6.02 Notice of Events of Default. Within ninety (90) days after the occurrence of any Event of Default hereunder with respect to Contingent Convertible
Securities of any series the Trustee shall transmit in the manner and to the extent provided in Section 1.06 to Holders of Contingent Convertible Securities of such series
notice of such Event of Default hereunder actually known to the Trustee, unless such Event of Default shall have been cured or waived; provided , however , that the
Trustee shall be protected in withholding such notice if a trust committee of Responsible Officers of the Trustee determine in good faith that the withholding of such
notice is in the interest of the Holders of Contingent Convertible Securities of such series.
Section 6.03 Certain Rights of Trustee. Subject to the provisions of Section 6.01:
(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any action or
resolution of the Board of Directors of the Company shall be sufficiently evidenced by a Board Resolution;
(c) whenever in the administration of this Contingent Convertible Securities Indenture the Trustee shall deem it desirable that a matter be proved or established
prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its
part, rely upon an Officer’s Certificate;
(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in conclusive reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Contingent Convertible Securities Indenture at the request
or direction of any of the Holders pursuant to this Contingent Convertible Securities Indenture, unless such Holders shall have offered to the Trustee security or
indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, coupon or other evidence of indebtedness or other paper or document, but the Trustee, in
its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, provided that the Company shall not be required to
disclose such information which the Company is prevented from disclosing as a matter of law or contract;
(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(h) the Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or
powers conferred upon it by this Contingent Convertible Securities Indenture;
(i) in no event shall the Trustee be responsible or liable to the Company for punitive damages or any special, indirect, or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(j) the Trustee shall not be deemed to have notice or actual knowledge of any Event of Default unless written notice of any event which is in fact such an Event
of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Contingent Convertible
Securities and this Indenture;
(k) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and
shall be enforceable by, the Person acting as Trustee in each of its other capacities hereunder;
(l) the Trustee may request that the Company deliver a certificate setting forth the names of individuals and titles of officers authorized to take specified actions
pursuant to this Indenture; and
(m) money held by the Trustee and any Paying Agent in trust hereunder may be held uninvested and the Trustee and any Paying Agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
Section 6.04 Not Responsible for Recitals or Issuance of Contingent Convertible Securities. The recitals contained herein and in the Contingent Convertible
Securities, except the Trustee’s certificates 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 Contingent Convertible Securities
Indenture or of the Contingent Convertible Securities or Coupons, except that the Trustee represents and warrants that it has duly authorized, executed and delivered
this Contingent Convertible Securities Indenture. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of
Contingent Convertible Securities or the proceeds thereof.
-35-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 6.05 May Hold Contingent Convertible Securities. The Trustee, any Authenticating Agent, any Paying Agent, any Contingent Convertible
Security Registrar and any Calculation Agent or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of
Contingent Convertible Securities or Coupons and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if
it were not Trustee, Authenticating Agent, Paying Agent, Contingent Convertible Security Registrar, Calculation Agent or such other agent.
Section 6.06 Money Held in Trust. Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.
Section 6.07 Compensation and Reimbursement. The Company agrees
(a) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as agreed in writing by the Company from time to time
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
(b) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any provision of this Contingent Convertible Securities Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and
(c) to indemnify the Trustee, its directors, officers, employees and agents and any predecessor Trustee for, and to hold it harmless against, any loss, claim,
damage, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or
trusts hereunder including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or
duties hereunder but excluding any tax liabilities of the Trustee based upon, measured by or determined by the income of the Trustee.
(d) The Trustee shall notify the Company in writing of the commencement of any action or claim in respect of which indemnification may be sought promptly
after the Trustee becomes aware of such commencement ( provided that the failure to make such notification shall not affect the Trustee’s rights hereunder) and the
Company shall be entitled to participate in, and to the extent it shall wish, to assume the defense thereof, including the employment of counsel reasonably satisfactory to
the Trustee; provided , however , that if the Trustee determines that an actual or potential conflict of interest exists then the Trustee shall be entitled to retain separate
counsel and the Company shall pay the fees and expenses of such counsel. The Trustee shall not compromise or settle any such action or claim without the written
consent of the Company, which consent shall not be unreasonably withheld.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(e) As security for the performance of the obligations of the Company under this Section 6.07, the Trustee shall have a senior claim to which the
Contingent Convertible Securities are hereby made subordinate, upon all property and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (or premium, if any) or interest, if any, on the Contingent Convertible Securities. The provisions of this Section 6.07 shall survive
the termination of this Indenture or the earlier resignation or removal of the Trustee and any exercise of the U.K. Bail-In Power by the relevant U.K. Resolution
Authority with respect to any series of Contingent Convertible Securities.
Section 6.08 Disqualification; Conflicting Interests. If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this
Contingent Convertible Securities Indenture.
Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each series which shall be a corporation
organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State or District of Columbia
authority and, if there be such corporation willing and able to act as trustee on reasonable and customary terms, having its corporate trust office or agency in the
Borough of Manhattan, The City of New York. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
Section 6.10 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.
(b) The Trustee may resign at any time with respect to the Contingent Convertible Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation or notice of removal as described below, the resigning or removed Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Contingent Convertible Securities of such series.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(c) The Trustee may be removed at any time with respect to the Contingent Convertible Securities of any series by Act of the Holders of a majority in
principal amount of the Outstanding Contingent Convertible Securities of such series delivered to the Trustee and to the Company.
(d) If at any time:
(i) the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a
Contingent Convertible Security of the series as to which the Trustee has a conflicting interest for at least six (6) months, or
(ii) the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company or by any Holder who has
been a bona fide Holder of a Contingent Convertible Security for at least six (6) months, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge, or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then, in any such case, (x) the Company by a Board Resolution may remove the Trustee with respect to any or all series of Contingent Convertible Securities or
(y) subject to Section 5.14, any Holder who has been a bona fide Holder of a Contingent Convertible Security for at least six (6) months (and, in the case of
subparagraph (d)(i) above, who is a Holder of a Contingent Convertible Security of the series as to which the Trustee has a conflicting interest) may, on behalf of
himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Contingent Convertible Securities
and the appointment of a successor Trustee or Trustees.
(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the
Contingent Convertible Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to
the Contingent Convertible Securities of such series (it being understood that any successor Trustee may be appointed with respect to the Contingent Convertible
Securities of one or more or all of such series and at any time there shall be only one Trustee with respect to the Contingent Convertible Securities of any particular
series), and shall comply with the applicable requirements of Section 6.11. If, within one (1) year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Contingent Convertible Securities of any series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Contingent Convertible Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the
Contingent Convertible Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to
the Contingent Convertible Securities of any series shall have been so appointed by the Company or the Holders of Contingent Convertible Securities of such series and
accepted appointment in the
-38-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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manner hereinafter required by Section 6.11, any Holder who has been a bona fide Holder of a Contingent Convertible Security of such series for at least six (6) months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Contingent Convertible Securities of such series.
(f) The Company shall give notice of each resignation and each removal of the Trustee with respect to the Contingent Convertible Securities of any series and
each appointment of a successor Trustee with respect to the Contingent Convertible Securities of any series in the manner and to the extent provided in Section 1.06.
Each notice shall include the name of the successor Trustee with respect to the Contingent Convertible Securities of such series and the address of its Corporate Trust
Office.
Section 6.11 Acceptance of Appointment by Successor.
(a) In case of the appointment hereunder of a successor Trustee with respect to all Contingent Convertible Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor Trustee, all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor Trustee with respect to the Contingent Convertible Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the Contingent Convertible Securities of such series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to
transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Contingent Convertible
Securities of such series to which the appointment of such successor Trustee relates, (ii) if the retiring Trustee is not retiring with respect to all Contingent Convertible
Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Contingent Convertible Securities of such series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(iii) shall add to or change any of the provisions of this Contingent Convertible Securities Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of
the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other
such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,
-39-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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trusts and duties of the retiring Trustee with respect to the Contingent Convertible Securities of such series to which the appointment of such successor Trustee relates;
but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Contingent Convertible Securities of such series to which the appointment of such successor Trustee relates.
(c) Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.
(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this
Article.
Section 6.12 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Contingent
Convertible Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Contingent Convertible Securities so authenticated with the same effect as if such successor
Trustee had itself authenticated such Contingent Convertible Securities.
Section 6.13 Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Contingent
Convertible Securities of a series), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or
any such other obligor).
Section 6.14 Appointment of Authenticating Agent. The Trustee may at any time appoint an Authenticating Agent or Agents with respect to one or more series of
Contingent Convertible Securities which shall be authorized to act on behalf of the Trustee to authenticate Contingent Convertible Securities of such series upon
original issue, or issued upon exchange, registration of transfer or partial redemption thereof or in lieu of destroyed, lost or stolen Contingent Convertible Securities, and
Contingent Convertible Securities so authenticated shall be entitled to the benefits of this Contingent Convertible Securities Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Contingent Convertible Securities Indenture to the authentication and
delivery of Contingent Convertible Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation or national banking association organized and doing business
-40-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State or District of Columbia authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.
Any corporation or national banking association into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any
corporation or national banking association resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any
corporation or national banking association succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation or national banking association shall be otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.
An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may
appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice to the Holders of Contingent Convertible Securities in the
manner and to the extent provided in Section 1.06. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section.
If an appointment with respect to one or more series is made pursuant to this Section, the Contingent Convertible Securities of such series may have endorsed
thereon, in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:
CERTIFICATE OF AUTHENTICATION
This is one of the Contingent Convertible Securities of the series designated herein referred to in the within-mentioned Contingent Convertible Securities
Indenture.
Date:
THE BANK OF NEW YORK MELLON, LONDON BRANCH
as Trustee
By:
as Authenticating
Agent
By:
Authorized Signatory
-41-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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If all of the Contingent Convertible Securities of a series may not be originally issued at one time, and if the Trustee does not have an office capable of
authenticating Contingent Convertible Securities upon original issuance located in a Place of Payment where the Company wishes to have Contingent
Convertible Securities of such series authenticated upon original issuance, the Trustee, if so requested by the Company in writing (which writing need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel), shall appoint in accordance with this Section an Authenticating Agent having
an office in a Place of Payment designated by the Company with respect of such series of Contingent Convertible Securities.
ARTICLE 7
HOLDERS LISTSAND REPORTSBY TRUSTEEAND COMPANY
Section 7.01 Company to Furnish Trustee Names and Addresses of Holders. The Company, with respect to any series of Contingent Convertible Securities in
registered form, will furnish or cause to be furnished to the Trustee
(a) not more than fifteen (15) days after each Regular Record Date (or after each of the dates to be specified for such purpose for non-interest bearing Contingent
Convertible Securities and Contingent Convertible Securities on which interest is paid less frequently than quarterly as contemplated by Section 3.01), a list, in such
form as the Trustee may reasonably require, of the names and addresses of the Holders of registered Contingent Convertible Securities as of such Regular Record Date
or such specified date, and
(b) at such other times as the Trustee may request in writing, within thirty (30) days after the receipt by the Company of any such request, a list of similar form
and content as of a date not more than fifteen (15) days prior to the time such list is furnished.
The Company need not furnish or cause to be furnished to the Trustee pursuant to this Section 7.01 the names and addresses of Holders of registered Contingent
Convertible Securities so long as the Trustee acts as Contingent Convertible Security Registrar with respect to such series of Contingent Convertible Securities.
Section 7.02 Preservation of Information; Communications to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders (i) contained in the most recent list furnished
to the Trustee as provided in Section 7.01 and (ii) received by the Trustee in its capacity as Paying Agent or Contingent Convertible Security Registrar (if so acting).
The Trustee may destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.
-42-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
(b) The rights of the Holders of Contingent Convertible Securities of any series to communicate with other Holders with respect to their rights under this
Contingent Convertible Securities Indenture or under the Contingent Convertible Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided by the Trust Indenture Act.
(c) Every Holder, by receiving and holding a Contingent Convertible Security, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of any of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in
accordance with Section 7.02(b).
Section 7.03 Reports by Trustee.
(a) So long as any Contingent Convertible Securities are Outstanding hereunder, the Trustee shall transmit to Holders as provided in the Trust Indenture Act
such reports dated as of such dates as are required by and in compliance with the Trust Indenture Act. Reports so required to be transmitted at stated intervals of not
more than twelve (12) months shall be transmitted on or before June 1 in each year following the date hereof.
(b) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which the Trustee
has been notified that the Contingent Convertible Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when
Contingent Convertible Securities are listed on any securities exchange.
(c) The Company will furnish the Trustee with interim and annual reports. In addition, the Company will furnish the Trustee with all notices of meetings at
which Holders of Contingent Convertible Securities of a particular series are entitled to vote, and all other reports and communications that are made generally available
to Holders of Contingent Convertible Securities. The Trustee will, at the Company’s expense, make such notices, reports and communications available for inspection
by Holders of Contingent Convertible Securities in such manner as the Company may determine and, in the case of any notice received by the Trustee in respect of any
meeting at which Holders of Contingent Convertible Securities of a particular series are entitled to vote, will deliver to all such record Holders of Contingent
Convertible Securities, at the Company’s expense, a notice containing a summary prepared by the Company of the information set forth in such notice of meeting.
Section 7.04 Reports by Company. The Company shall:
(a) file with the Trustee, within fifteen (15) days after the Company is required to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not
required to file information, documents or reports pursuant to either of such Sections, then it shall file with the Trustee and the Commission, in accordance with rules
and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required
pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in
such rules and regulations;
-43-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(b) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional
information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Contingent Convertible Securities
Indenture as may be required from time to time by such rules and regulations; and
(c) transmit to Holders, in the manner and to the extent required by the Trust Indenture Act, within thirty (30) days after the filing thereof with the Trustee, such
summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the Commission.
Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual
or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
ARTICLE 8
CONSOLIDATION, MERGER, CONVEYANCEOR TRANSFER
Section 8.01 Company May Consolidate, etc. Only on Certain Terms. The Company may, without the consent of Holders of any Contingent Convertible
Securities of any series Outstanding under this Contingent Convertible Securities Indenture, consolidate or amalgamate with or merge into any other corporation or
convey or transfer or lease its properties and assets substantially as an entirety to any Person, provided that:
(a) the Person formed by such consolidation or amalgamation or into which the Company is merged or the Person which acquires by conveyance or transfer or
which leases the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, to duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on all series of Contingent
Convertible Securities if and to the extent due and payable in accordance with the terms of such Contingent Convertible Securities, any Coupons appertaining thereto
and this Contingent Convertible Securities Indenture and the performance or observance of every covenant of this Contingent Convertible Securities Indenture on the
part of the Company to be performed or observed;
(b) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary thereof as a
result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default and no event which, after
notice or lapse of time or both, would become an Event of Default shall have happened and be continuing; and
-44-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(c) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation,
merger, conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with.
Section 8.02 Successor Person Substituted. Upon any consolidation, amalgamation or merger or any conveyance or transfer or lease of the properties and assets
of the Company substantially as an entirety in accordance with Section 8.01, the successor Person formed by such consolidation or amalgamation or into which the
Company is merged or the Person to which such conveyance or transfer is made shall succeed to and be substituted for, and may exercise every right and power of, the
Company under this Contingent Convertible Securities Indenture with the same effect as if such successor Person had been named as the Company herein, and
thereafter, the predecessor Person shall be relieved of all obligations and covenants under this Contingent Convertible Securities Indenture, the Contingent Convertible
Securities and the Coupons, if any.
Section 8.03 Assumption of Obligations. Subject to applicable law and regulation (including, if and to the extent required by the Capital Regulations at such
time, the prior consent of the PRA), with respect to the Contingent Convertible Securities of any series, a wholly owned Subsidiary of the Company (a “successor
entity”) may without the consent of any Holder assume the obligations of the Company (or any Person which shall have previously assumed the obligations of the
Company) to duly and punctually pay the principal of (and premium, if any, on) and interest, if any, on any series of Contingent Convertible Securities if and to the
extent due and payable in accordance with the terms of such Contingent Convertible Securities, any Coupons appertaining thereto and this Contingent Convertible
Securities Indenture and the performance of every covenant of this Contingent Convertible Security Indenture and such series of Contingent Convertible Securities on
the part of the Company to be performed or observed, provided that:
(a) the successor entity shall expressly assume such obligations by an amendment to this Contingent Convertible Securities Indenture, executed by the Company
and such successor entity, if applicable, and delivered to the Trustee, in form satisfactory to the Trustee, and the Company shall, by amendment to this Contingent
Convertible Securities Indenture, irrevocably guarantee (such guarantee to be given on a basis consistent with the ranking of the Contingent Convertible Securities of
such series) all of the obligations of such successor entity under the Contingent Convertible Securities of such series and this Contingent Convertible Securities
Indenture as so modified by such amendment ( provided , however , that, for the purposes of the Company’s obligation to pay Additional Amounts, if any, payable
pursuant to Section 10.04 in respect of the Contingent Convertible Securities and any related Coupons, references to such successor entity’s country of organization will
be added to references to the United Kingdom);
(b) such successor entity shall confirm in such amendment to this Contingent Convertible Securities Indenture that such successor entity will pay all Additional
Amounts, if any, payable pursuant to Section 10.04 in respect of all the Contingent Convertible Securities and any related Coupons ( provided , however , that for these
purposes such successor entity’s country of organization will be substituted for the references to the United Kingdom);
-45-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(c) immediately after giving effect to such assumption of obligations, no Event of Default and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have occurred and be continuing; and
(d) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such assumption complies with this Article
and that all conditions precedent herein provided for relating to such assumption have been complied with.
Upon any such assumption, the successor entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this
Contingent Convertible Securities Indenture with respect to any such Contingent Convertible Securities with the same effect as if such successor entity had been named
as the Company in this Contingent Convertible Securities Indenture, and the Company or any legal and valid successor corporation which shall theretofore have become
such in the manner prescribed herein, shall be released from all liability as obligor upon any such Contingent Convertible Securities except as provided in clause (a) of
this Section.
In the event of any such assumption, any Additional Amounts, if any, payable pursuant to Section 10.04 will be payable in respect of Taxes imposed by the
jurisdiction in which the successor entity is organized (subject to exceptions equivalent to those that apply to any obligation to pay Additional Amounts in respect of
Taxes imposed by any Taxing Jurisdiction) rather than Taxes imposed by any Taxing Jurisdiction; provided , however , that if the Company makes payment under
the guarantee, the Company shall be required to pay Additional Amounts related to Taxes (subject to the exceptions set forth in Section 10.04) imposed by any Taxing
Jurisdiction by reason of such payments.
ARTICLE 9
SUPPLEMENTAL INDENTURES
Section 9.01 Supplemental Indentures Without Consent of Holders. Without the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:
(a) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the
Contingent Convertible Securities and Coupons; or
(b) to add to the covenants of the Company for the benefit of the Holders of all or any series of Contingent Convertible Securities (and, if such covenants are to
be for the benefit of less than all series of Contingent Convertible Securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any right or power herein conferred upon the Company; or
(c) to add any additional Events of Default for the benefit of the Holders of all or any series of Contingent Convertible Securities (and, if such additional Events
of Default are to be for the benefit of less than all series of Contingent Convertible Securities, stating that such additional Events of Default are expressly being included
solely for the benefit of such series); or
-46-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(d) subject to Section 9.02 hereof, to add to, change or eliminate any of the provisions of this Contingent Convertible Securities Indenture, or any
supplemental indenture, provided that any such addition, change or elimination shall become effective only when there is no Contingent Convertible Security
Outstanding of any series created prior to the execution of such supplemental indenture effecting such change or elimination which is entitled to the benefit of
such provision; or
(e) to secure the Contingent Convertible Securities; or
(f) to establish the form or terms of Contingent Convertible Securities of any series and any Coupons appertaining thereto as permitted by Sections 2.01 and
3.01; or
(g) to change any Place of Payment, so long as the Place of Payment as required by Section 3.01 is maintained; or
(h) to cure any ambiguity or to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or in any
supplemental indenture, provided that such action shall not adversely affect the interests of the Holders of Contingent Convertible Securities of any series in any
material respect; or
(i) to make any other provisions with respect to matters or questions arising under this Contingent Convertible Securities Indenture, provided such action shall
not adversely affect the interests of the Holders of Contingent Convertible Securities of any series in any material respect; or
(j) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Contingent Convertible Securities of one or
more series and to add to or change any of the provisions of this Contingent Convertible Securities Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or
(k) to change or eliminate any provision of this Contingent Convertible Securities Indenture as permitted by Section 1.07.
Section 9.02 Supplemental Indentures with Consent of Holders. With the consent of the Holders of not less than 66 2/3% in aggregate principal amount of the
Outstanding Contingent Convertible Securities of each series affected by such supplemental Contingent Convertible Securities Indenture (voting as a class), by Act of
said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Contingent
Convertible Securities Indenture or of modifying in any manner the rights of the Holders of Contingent Convertible Securities of such series under this Contingent
Convertible Securities Indenture; provided , however , that no such supplemental indenture may, without the consent of the Holder of each Outstanding Contingent
Convertible Security affected thereby,
-47-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(a) change the Stated Maturity, if any, of any principal amount or any interest amounts in respect of any such Contingent Convertible Security, change the
terms of any Contingent Convertible Security to include a Stated Maturity, or reduce the principal amount thereof, or the rate of interest, if any, thereon, or any
premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and payable upon an acceleration of
the Maturity thereof pursuant to Section 5.02, or change the obligation of the Company (or its successor) to pay Additional Amounts pursuant to Section 10.04
(except as contemplated by Section 8.01(a) and permitted by Section 9.01(a)) on the Contingent Convertible Securities, or change any Place of Payment where,
or the currency in which the principal amount of, premium, if any, or interest on, any such Contingent Convertible Security is payable or impair the right to
institute suit for the enforcement of any such payment on or after the Stated Maturity, if any, thereof (or, in the case of redemption, on or after the Redemption
Date); or
(b) reduce the percentage in aggregate principal amount of the Outstanding Contingent Convertible Securities of any series, the consent of whose Holders is
required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Contingent
Convertible Securities Indenture or of certain defaults hereunder and their consequences) provided for in this Contingent Convertible Securities Indenture; or
(c) change any obligation of the Company to maintain an office or agency in the places and for the purposes specified in Section 10.02; or
(d) modify any of the provisions of this Section 9.02 or Section 5.13 except to increase any such percentage or to provide that certain other provisions of this
Contingent Convertible Securities Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Contingent Convertible Security
affected thereby; provided , however , that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to the
“Trustee” and concomitant changes in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 6.11(b) and 9.01(j); or
(e) change in any manner adverse to the interests of the Holders of any Contingent Convertible Securities the subordination provisions of the Contingent
Convertible Securities or the terms and conditions of the obligations of the Company in respect of the due and punctual payment of any amounts due and payable on the
Contingent Convertible Securities in accordance with their terms.
It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof.
A supplemental indenture which changes or eliminates any covenant or other provision of this Contingent Convertible Securities Indenture which has expressly
been included solely for the benefit of one or more particular series of Contingent Convertible Securities, or which modifies the rights of the Holders of Contingent
Convertible Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Contingent Convertible
Securities Indenture of the Holders of Contingent Convertible Securities of any other series.
-48-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 9.03 Execution of Supplemental Indentures. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by
this Article or the modifications thereby of the trusts created by this Contingent Convertible Securities Indenture, the Trustee shall be entitled to receive, and
(subject to Section 6.01) shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel in compliance with Section 1.02 hereof stating
that the execution of such supplemental indenture is authorized or permitted by this Contingent Convertible Securities Indenture. The Trustee may, but shall not
be obliged to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Contingent Convertible
Securities Indenture or otherwise.
Section 9.04 Effect of Supplemental Indentures. Upon the execution of any supplemental indenture under this Article, this Contingent Convertible Securities
Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Contingent Convertible Securities Indenture for all
purposes; and every Holder of Contingent Convertible Securities theretofore or thereafter authenticated and delivered hereunder and every holder of Coupons, if any,
shall be bound thereby, except as otherwise expressed therein.
Section 9.05 Conformity with Trust Indenture Act. Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust
Indenture Act as then in effect.
Section 9.06 Reference in Contingent Convertible Securities to Supplemental Indentures. Contingent Convertible Securities of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation prepared by the Company
and acceptable to the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Contingent Convertible Securities
of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the
Company and such Contingent Convertible Securities may be authenticated and delivered by the Trustee in exchange for Outstanding Contingent Convertible Securities
of such series.
ARTICLE 10
COVENANTS
Section 10.01 Payment of Principal, Premium, and Interest. The Company covenants and agrees for the benefit of each series of Contingent Convertible
Securities that it will (subject to Sections 3.07 and any subordination provisions applicable to the Contingent Convertible Securities of that series pursuant to
Section 3.01 hereof) duly and punctually pay the principal of (and premium, if any) and interest, if any, on the Contingent Convertible Securities of that series if and to
the extent due and payable in accordance with the terms of the Contingent Convertible Securities, any Coupons appertaining thereto and this Contingent Convertible
Securities Indenture.
-49-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 10.02 Maintenance of Office or Agency. The Company will maintain in each Place of Payment for any series of Contingent Convertible Securities
an office or agency where Contingent Convertible Securities of that series and any Coupons appertaining thereto may be presented or surrendered for payment,
where Contingent Convertible Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the
Company in respect of the Contingent Convertible Securities of that series and any Coupons appertaining thereto and this Contingent Convertible Securities
Indenture may be served; provided , however , that at the option of the Company in the case of registered Contingent Convertible Securities of such series,
payment of any interest thereon may be made by check mailed to the address of the Person entitled herein as such address shall appear in the Contingent
Convertible Security Register, unless such person requests payment by wire transfer pursuant to Section 3.07. With respect to the Contingent Convertible
Securities of any series, such office or agency in each Place of Payment shall be specified as contemplated by Section 3.01, and if not so specified, initially shall
be the Corporate Trust Office of the Trustee. Unless otherwise specified pursuant to Section 3.01, the Company will maintain in the Borough of Manhattan, The
City of New York, an office or agency where notices and demands to or upon the Company in respect of Contingent Convertible Securities of any series and any
Coupons appertaining thereto and this Contingent Convertible Securities Indenture may be served. The Company will give prompt written notice to the Trustee
of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all presentations, surrenders, notices and demands.
The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City of New York)
where the Contingent Convertible Securities of one or more series and any Coupons appertaining thereto may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Company of any
obligation to maintain an office or agency in each Place of Payment (except as otherwise indicated in this Section) for Contingent Convertible Securities of any series
and any Coupons appertaining thereto for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.
Section 10.03 Money for Payments to Be Held in Trust. If the Company shall at any time act as Paying Agent with respect to the Contingent Convertible
Securities of any series and any Coupons appertaining thereto, it will, subject to any interest cancellation provisions applicable to the Contingent Convertible Securities
of such series pursuant to Section 3.01, on or before each date for payment of the principal of (and premium, if any) or interest, if any, on any of the Contingent
Convertible Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto in accordance with the provisions of this Contingent
Convertible Securities Indenture a sum sufficient to pay the principal (and premium, if any) or interest, if any, so becoming payable until such sums shall be paid to
such Persons or otherwise disposed of as herein provided and will, subject to any interest cancellation provisions applicable to the Contingent Convertible Securities of
such series pursuant to Section 3.01, promptly notify the Trustee of its failure so to act.
-50-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Whenever the Company shall have one or more Paying Agents for any series of Contingent Convertible Securities, it will, subject to any interest
cancellation provisions applicable to the Contingent Convertible Securities of such series pursuant to Section 3.01, prior to each date for payment of the principal
of (and premium, if any) or interest, if any, on any Contingent Convertible Securities of that series, deposit with a Paying Agent a sum sufficient to pay the
principal (and premium, if any) or interest, if any, so becoming payable, such sum to be held in trust for the benefit of the Persons entitled to such principal,
premium or interest in accordance with the provisions of this Contingent Convertible Securities Indenture, and (unless such Paying Agent is the Trustee) the
Company will, subject to any interest cancellation provisions applicable to the Contingent Convertible Securities of such series pursuant to Section 3.01,
promptly notify the Trustee of its action or its failure so to act. The Company will cause each Paying Agent for any series of Contingent Convertible Securities
other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will:
(a) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and hold all sums held by it for the payment of the principal of (and
premium, if any) or interest, if any, on Contingent Convertible Securities of that series in trust for the benefit of the Persons entitled thereto in accordance with the
provisions of this Contingent Convertible Securities Indenture until such sums shall be paid to such Persons or otherwise disposed of as herein provided;
(b) give the Trustee timely notice of any default by the Company (or any other obligor upon the Contingent Convertible Securities of that series) in the making
of any payment, when due and payable, or principal of (and premium, if any) or interest, if any, on Contingent Convertible Securities of that series; and
(c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such
Paying Agent.
The Company may at the time, for the purpose of obtaining the satisfaction and discharge of this Contingent Convertible Securities Indenture or for any other
purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the
Trustee such Paying Agent shall be released from all further liability with respect to such money.
Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or
interest, if any, on any Contingent Convertible Security of any series and remaining unclaimed for two (2) years after any such principal (and premium, if any) or
interest have become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the
Holder of such Contingent Convertible Security and the holder of any
-51-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Coupon appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published at least once, in Authorized Newspapers,
published in the Borough of Manhattan, The City of New York and London, England, notice that such money remains unclaimed and that, after a date specified therein,
which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then remaining will be paid to the Company.
Section 10.04 Additional Amounts.
(a) Unless otherwise specified in any Board Resolution establishing the terms of Contingent Convertible Securities of a series in accordance with Section 3.01,
any amounts to be paid by the Company on any series of Contingent Convertible Securities shall be paid without deduction or withholding for, or on account of, any
and all present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Taxes”) now or hereafter imposed, levied,
collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or authority thereof or therein having the power to tax (each a
“Taxing Jurisdiction”), unless such deduction or withholding is required by law. If any such Taxes shall at any time be required by a Taxing Jurisdiction to be deducted
or withheld, the Company shall pay such additional amounts of, or in respect of, the principal of, premium, if any, and interest on, such series of Contingent Convertible
Securities (“Additional Amounts”) as may be necessary in order that the net amounts paid to the Holders of such series of Contingent Convertible Securities, after such
deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, that would have been payable in respect of such series of
Contingent Convertible Securities had no such deduction or withholding been required, provided that the foregoing shall not apply to any such Taxes that would not
have been payable or due but for the fact that (i) the Holder or the beneficial owner of the Contingent Convertible Securities is a domiciliary, national or resident of, or
engages in business or maintains a permanent establishment or is physically present in, the Taxing Jurisdiction requiring such deduction or withholding of Taxes, or
otherwise has some connection with such Taxing Jurisdiction other than the holding or ownership of the relevant Contingent Convertible Securities, or the collection of
any payment of, or in respect of, principal or premium, if any, or any interest on, any Contingent Convertible Securities of the relevant series, (ii) except in the case of a
winding up of the Company in England the relevant Contingent Convertible Securities are presented for payment in the United Kingdom, (iii) the relevant Contingent
Convertible Securities are presented for payment more than thirty (30) days after the date payment became due or was provided for, whichever is later, except to the
extent that the Holder would have been entitled to such Additional Amounts on presenting the same for payment at the close of such thirty-day (30-day) period, (iv) the
Holder or the beneficial owner of the relevant Contingent Convertible Securities or the beneficial owner of any payment of, or in respect of, principal, premium, if any,
or any interest on such Contingent Convertible Securities failed to make any necessary claim or to comply with any certification, identification or other requirements
concerning the nationality, residence, identity or connection with the Taxing Jurisdiction of such Holder or beneficial owner, if such claim or compliance is required by
statute, treaty, regulation or administrative practice of the Taxing Jurisdiction as a condition to relief or exemption from
-52-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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such Taxes, (v) such Taxes are imposed on a payment to an individual and are required to be made pursuant to the European Union Directive on the taxation of savings
income, adopted on June 3, 2003, or any law implementing or complying with, or introduced in order to conform to, such Directive, (vi) the relevant Contingent
Convertible Securities are presented for payment by, or on behalf of, a Holder who would have been able to avoid such Taxes by presenting the relevant Contingent
Convertible Securities to another Paying Agent in a member state of the European Union or elsewhere or (vii) if such Taxes would not have been so imposed, or would
have been excluded pursuant to clauses (i) through (vii) above inclusive, if the beneficial owner of, or person ultimately entitled to obtain an interest in, such Contingent
Convertible Securities had been the Holder of such Contingent Convertible Securities. Whenever in this Contingent Convertible Securities Indenture there is mentioned,
in any context, the payment of the principal of (and premium, if any) or any interest, if any, on or in respect of any Contingent Convertible Security of any series, such
mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts
are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if
applicable) were made in any provisions hereof where such express mention is not made.
(b) Any amounts to be paid by the Company on any series of Contingent Convertible Securities shall be paid net of any deduction or withholding imposed or
required pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to
Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection
with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”), and the
Company shall not be required to pay Additional Amounts on account of any FATCA Withholding Tax.
(c) With respect to any series of Contingent Convertible Securities, any Paying Agent shall be entitled to make a deduction or withholding from any payment
which it makes under the Contingent Convertible Securities of such series and this Contingent Convertible Securities Indenture for or on account of (i) any present or
future taxes, duties or charges if and to the extent so required by any applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case,
the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report to the relevant authorities the
amount so deducted or withheld. However, such deduction or withholding will not apply to payments made under the Contingent Convertible Securities of such series
and this Contingent Convertible Securities Indenture through the relevant clearing systems. In all cases, the Paying Agent shall have no obligation to gross up any
payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this
Section 10.04(c) will be treated as paid to the Holder of a Contingent Convertible Security, and the Company will not pay Additional Amounts in respect of such
deduction or withholding, except to the extent the provisions in this Section 10.04 explicitly provide otherwise.
-53-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Section 10.05 Corporate Existence. Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence.
Section 10.06 Statement as to Compliance. The Company will deliver to the Trustee, within one hundred and twenty (120) days after the end of each fiscal year,
commencing with the fiscal year ending December 30, 2013, a certificate in compliance with Section 314(a)(4) of the Trust Indenture Act.
ARTICLE 11
REDEMPTIONOF CONTINGENT CONVERTIBLE SECURITIES
Section 11.01 Applicability of Article. Contingent Convertible Securities of any series shall be redeemable in accordance with their terms (subject to the
applicable provisions of the Capital Regulations or other applicable law) and, except as otherwise specified pursuant to Section 3.01 for Contingent Convertible
Securities of any series, in accordance with this Article.
Section 11.02 Election to Redeem; Notice to Trustee. The election of the Company to redeem any Contingent Convertible Securities shall be evidenced by a
Board Resolution. The Company shall, at least thirty (30) days and no more than sixty (60) days prior to the Redemption Date fixed by the Company, notify the Holders
of such Redemption Date, of the principal amount of Contingent Convertible Securities of such series to be redeemed, and shall notify the Trustee of such election at
least five (5) Business Days prior to the date on which the notice of redemption is sent to Holders (unless a shorter notice period shall be satisfactory to the Trustee). In
the case of any redemption of Contingent Convertible Securities of any series prior to the expiration of any restriction on such redemption provided in the terms of such
Contingent Convertible Securities or elsewhere in this Contingent Convertible Securities Indenture, the Company shall furnish the Trustee with an Officer’s Certificate
evidencing compliance with or waiver of such restrictions.
Section 11.03 Selection by Trustee of Contingent Convertible Securities to be Redeemed. If less than all the Contingent Convertible Securities of any series are to
be redeemed, the particular Contingent Convertible Securities to be redeemed shall be selected not more than sixty (60) days nor less than thirty (30) days prior to the
Redemption Date by the Trustee, from the Outstanding Contingent Convertible Securities of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate, subject to applicable Depositary procedures, and which may provide for the selection for redemption of portions (equal to the
minimum authorized denomination for registered Contingent Convertible Securities of that series or any multiple thereof) of the principal amount of Contingent
Convertible Securities of such series of a denomination larger than the minimum authorized denomination for Contingent Convertible Securities of that series.
The Trustee shall promptly notify the Company in writing of the Contingent Convertible Securities selected for redemption and, in the case of any Contingent
Convertible Securities selected for partial redemption, the principal amount thereof to be redeemed.
-54-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
For all purposes of this Contingent Convertible Securities Indenture, unless the context otherwise requires, all provisions relating to the redemption of
Contingent Convertible Securities shall relate in the case of any Contingent Convertible Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such registered Contingent Convertible Security which has been or is to be redeemed.
Section 11.04 Notice of Redemption. Unless otherwise provided as contemplated by Section 3.01 with respect to any series of Contingent Convertible Securities,
notice of redemption shall be given not less than thirty (30) nor more than sixty (60) days prior to the Redemption Date to each Holder of Contingent Convertible
Securities to be redeemed in the manner and to the extent provided in Section 1.06.
All notices of redemption shall state:
(a) the Redemption Date,
(b) the Redemption Price,
(c) if less than all the Outstanding Contingent Convertible Securities of any series are to be redeemed, the identification (and, in the case of partial redemption,
the principal amount) of the Contingent Convertible Securities to be redeemed,
(d) that, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Contingent Convertible Securities to be redeemed,
on the Redemption Date the Redemption Price will become due and payable upon each such Contingent Convertible Security to be redeemed and, if applicable, that
interest thereon will cease to accrue on or after the said date,
(e) the place or places where such Contingent Convertible Securities are to be surrendered for payment of the Redemption Price, and
(f) the CUSIP number or numbers, if any, with respect to such Contingent Convertible Securities.
Notice of redemption of Contingent Convertible Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s
Request and upon provision to the Trustee of such notice information, by the Trustee in the name and at the expense of the Company.
Section 11.05 Deposit of Redemption Price. On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as Paying Agent, segregate and hold in trust as provided in Section 10.03) an amount of money sufficient to pay the Redemption Price of, and
(except if the Redemption Date shall be an Interest Payment Date) accrued but unpaid interest, if any, on, all the Contingent Convertible Securities which are to be
redeemed on that date.
Section 11.06 Contingent Convertible Securities Payable on Redemption Date. Notice of redemption having been given as aforesaid, the Contingent Convertible
Securities so to be
-55-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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redeemed shall, subject to any conditions contained in the indenture supplemental hereto establishing the terms of the Contingent Convertible Securities of such series,
become due and payable at the Redemption Price therein specified on the Redemption Date, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest, if any) such Contingent Convertible Securities shall cease to accrue interest. Upon surrender of any such
Contingent Convertible Security for redemption in accordance with said notice, such Contingent Convertible Security shall be paid by the Company at the Redemption
Price, together with accrued but unpaid interest (if any) to the Redemption Date; provided , however , that with respect to any Contingent Convertible Securities in
registered form, unless otherwise specified as contemplated by Section 3.01, a payment of interest which is payable on an Interest Payment Date which is on or before
the Redemption Date, shall be payable to the Holders of such Contingent Convertible Securities, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Regular Record Date according to the terms of the Contingent Convertible Securities and the provisions of Section 3.07.
If any Contingent Convertible Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall,
until paid, bear interest from and after the Redemption Date in accordance with the terms of such Contingent Convertible Security and the provisions of Section 3.07.
Section 11.07 Contingent Convertible Securities Redeemed in Part. Any Contingent Convertible Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, only in the case of Contingent Convertible Securities in registered form, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Contingent Convertible Security without
service charge payable by the Holder, a new Contingent Convertible Security or Contingent Convertible Securities of the same series of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Contingent Convertible Security so
surrendered.
ARTICLE 12
SUBORDINATION OF CONTINGENT CONVERTIBLE SECURITIES
Section 12.01 Status. One or more indentures supplemental to this Contingent Convertible Securities Indenture shall provide that the payment of the
principal of (and premium, if any) and interest, if any, on a series of Contingent Convertible Securities or any Coupons appertaining thereto be subordinated to the
extent and in the manner described in such indenture supplemental hereto, to the claims of the holders of certain other present and future obligations of the Company.
Each Contingent Convertible Security and any Coupons appertaining thereto will constitute our direct, unsecured and subordinated obligations, ranking equally without
any preference among themselves. The rights and claims of the Holders of any series of Contingent Convertible Securities and the holders of any Coupons appertaining
thereto will be subordinated as described in the applicable indenture supplemental hereto with respect to such series.
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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This instrument may be executed 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.
-57-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Contingent Convertible Securities Indenture to be duly executed, all as of the
day and year first above written.
BARCLAYS PLC,
as Issuer
By:
Name:
Title:
THE BANK OF NEW YORK MELLON, LONDON BRANCH
as Trustee
By:
Name:
Title:
-58-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
May 2, 2014
Barclays PLC,
1 Churchill Place,
London E14 5HP,
United Kingdom.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of an unspecified aggregate initial offering price or
number of (i) debt securities, which may be senior obligations (the “Senior Debt Securities”) or subordinated obligations having a stated maturity (the “Dated
Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”) of Barclays PLC, an English public limited company (the
“Company”) and (ii) contingent convertible securities (“Contingent Convertible Securities” and, together with the Debt Securities, the “Securities”) of the Company,
we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary
or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion:
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Barclays PLC
-2-
(1) When the Registration Statement on Form F-3 (the “Registration Statement”) has become effective under the Act, the indenture
relating to the Senior Debt Securities (in the case of the Senior Debt Securities) has been duly authorized, executed and delivered in substantially the form filed as
Exhibit 4.1 to the Registration Statement, the indenture relating to the Dated Subordinated Debt Securities (in the case of the Dated Subordinated Debt Securities) has
been duly authorized, executed and delivered in substantially the form filed as Exhibit 4.2 to the Registration Statement, the terms of the Debt Securities and of their
issuance and sale have been duly established in conformity with the respective indenture relating to such series of Debt Securities (the “Applicable Debt Indenture”) so
as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Debt Securities have been duly executed and
authenticated in accordance with the Applicable Debt Indenture and issued and sold as contemplated in the Registration Statement, the Debt Securities will constitute
valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles; provided, however, that we express no opinion with respect to the subordination
provisions of the Dated Subordinated Debt Securities, which are governed by English law.
(2) With respect to Contingent Convertible Securities to be issued under a contingent convertible securities indenture, dated
November 20, 2013, filed as Exhibit 4.3
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Barclays PLC
-3-
to the Registration Statement (the “Contingent Convertible Securities Indenture”), when the Registration Statement has become effective under the Act, the terms of the
Contingent Convertible Securities and of their issuance and sale have been duly established in conformity with the Contingent Convertible Securities Indenture so as
not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and the Contingent Convertible Securities have been duly
executed and authenticated in accordance with the Contingent Convertible Securities Indenture and issued and sold as contemplated in the Registration Statement, the
Contingent Convertible Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided, however, that we
express no opinion with respect to the subordination provisions of the Contingent Convertible Securities, which are governed by English law.
We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or
composite currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United States dollars. The date used to
determine the rate of conversion of the foreign currency or composite currency unit in which a particular Security is denominated into United States dollars will depend
on various factors, including which
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Barclays PLC
-4-
court renders the judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security
would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such
judgment would be converted into United States dollars at the exchange rate prevailing on the date of the entry of the judgment.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction. For the purposes of our opinion, we have assumed that (i) the Company has been duly incorporated and
is an existing public limited company under the laws of England and Wales and (ii) the Contingent Convertible Securities Indenture has been duly authorized, executed
and delivered in accordance with the laws of England and Wales. With respect to all matters of English law, we note that you are being provided with the opinion, dated
the date hereof, of Clifford Chance LLP. Also, with your approval we have relied as to certain factual matters on information obtained from public officials, officers of
the Company and other sources believed by us to be responsible and we have assumed that the signatures on all documents examined by us are genuine, assumptions
that we have not independently verified.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Registration
Statement or any related prospectus or other offering material regarding the Company or the Securities or their offering and sale.
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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Barclays PLC
-5-
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading
“Validity of Securities” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell LLP
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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use of this information, except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.
Exhibit 5.2
[Letterhead of Clifford Chance LLP]
Barclays PLC
1 Churchill Place
London E14 5HP
2 May 2014
Dear Sirs,
Barclays PLC
Form F-3 - Registration Statement Under the Securities Act of 1933
We have acted, and have prepared this letter, on the instructions of Barclays PLC (the “Company”) in connection with the Company’s Form F-3 - Registration
Statement under the Securities Act of 1933 (the “ Registration Statement ”) to be filed with the Securities and Exchange Commission (the “ Commission ”) for the
purpose of registering:
(a)
The Company’s debt securities, in one or more series, which are unsubordinated obligations (“Senior Debt Securities”);
(b)
The Company’s debt securities, in one or more series, which are subordinated obligations having a stated maturity (“Dated Subordinated Debt Securities ”);
(c)
The Company’s contingent convertible securities, in one or more series, which are subordinated obligations convertible into ordinary shares of the Company
(“ Contingent Convertible Securities ”); and
(d)
The Company’s ordinary shares of 25 pence each in the share capital of the Company (the “Shares”).
The Senior Debt Securities are to be issued pursuant to, and governed by, an indenture (the “Senior Debt Indenture”) and the Dated Subordinated Debt Securities are
to be issued pursuant to, and governed by, an indenture (the “ Dated Debt Indenture ”), in each case between the Company and The Bank of New York Mellon, as
trustee (the “ Trustee ”) and each to be entered into in the form attached as an exhibit to the Registration Statement. The Contingent Convertible Securities are to be
issued pursuant to, and governed by, an indenture dated 20 November 2013 (the “ Contingent Convertible Indenture ”) between the Company and the Trustee and
attached as an exhibit to the Registration Statement.
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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1.
INTRODUCTION
1.1
Opinion Documents
This Opinion relates to the Issue Documents.
1.2
Defined terms
In this Opinion:
1.3
1.2.1
“Issue Documents” means the Senior Debt Indenture, the Dated Debt Indenture and the Contingent Convertible Indenture;
1.2.2
“Securities” means the Senior Debt Securities, the Dated Subordinated Debt Securities and the Contingent Convertible Securities;
1.2.3
terms defined or given a particular construction in the Registration Statement have the same meaning in this Opinion unless a contrary indication
appears;
1.2.4
headings in this Opinion are for ease of reference only and shall not affect its interpretation; and
1.2.5
all references in this Opinion to paragraphs mean paragraphs in this Opinion.
Legal review
In connection with the giving of this Opinion:
1.3.1
we have reviewed only the documents referred to in paragraph 1 of Schedule 1 (Documents, Searches and Enquiries) and completed only the
searches and enquiries referred to in paragraph 2 of Schedule 1 ( Documents, Searches and Enquiries );
1.3.2
we have not verified the facts or the reasonableness of any statements (including statements as to foreign law) contained in any of the Issue
Documents or the Registration Statement, save as expressly specified in paragraph 2.5 ( Taxation statements in the Registration Document );
1.3.3
we have not been responsible for ensuring that the Registration Statement contains all material facts;
-2-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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1.4
1.3.4
we have not been responsible for ensuring that the Registration Statement complies with the requirements of any competent authority; and
1.3.5
we have not been responsible for ensuring that any issuance of Securities or Shares registered on the Registration Statement comply with legal and
regulatory requirements of any jurisdictions.
Applicable law
Subject to paragraph 1.5 (Taxation) below, this Opinion and the opinions given in it are governed by English law and relate only to English law as applied by the
English courts as at today’s date. All non-contractual obligations and any other matters arising out of or in connection with this Opinion are governed by English law.
We express no opinion in this Opinion on the laws of any other jurisdiction.
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 2.5 (Taxation statements in the
Registration Document ). In respect of such tax matters, this opinion is confined to, and given on the basis of, English law, United Kingdom tax law and Her
Majesty’s Revenue and Customs (“ HMRC ”) practice in force or applied in the United Kingdom as at today’s date.
1.6
Assumptions and reservations
The opinions given in this Opinion are given on the basis of our understanding of the terms of the Issue Documents and the assumptions set out in Schedule 2 (
Assumptions ) and are subject to the reservations set out in Schedule 3 ( Reservations ) to this Opinion. The opinions given in this Opinion are strictly limited to the
matters stated in paragraph 2 ( Opinions ) and do not extend to any other matters.
2.
OPINIONS
We are of the opinion that:
2.1
Corporate existence
The Company is a company duly incorporated in England.
-3-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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2.2
Share Capital
Subject to (i) a meeting of the board of directors and/or an appropriately authorised committee of directors of the Company having been duly convened and being
quorate and the appropriate resolutions having been validly and unconditionally passed and, in each case, such resolutions remaining in full force and effect, not
having been amended or revoked; (ii) the board of directors of the Company having sufficient authority to allot the aggregate nominal value of the Shares as at the
date of allotment of the Shares; (iii) the resolutions (the “ AGM Resolutions ”) set out in the notice of annual general meeting of the Company dated 13 March 2014
having been validly and unconditionally passed in the form as set out in that notice; and (iv) at admission of the Shares, the AGM Resolutions and the resolutions
passed at each of the board and/or committee meeting(s) each remaining in full force and effect and not having been rescinded or amended (including by any other
resolution passed at a board and/or committee and/or Shareholder meeting), the Shares when issued by the Company will be duly issued in accordance with the
Companies Act 2006 and will be fully paid or credited as fully paid and no further amounts will be payable to the Company in respect of the issue of those shares
(subject to the transfer of valid consideration to the Company at least equal to the aggregate nominal value of the Shares for the issue thereof).
2.3
Legal, valid, binding and enforceable obligations
Were the Senior Debt Indenture and the Dated Debt Indenture to be entered into as at today’s date in the form attached as exhibits to the Registration Statement, then
in any proceedings taken in England for the enforcement of the Issue Documents, the obligations expressed to be assumed by the Company in the Issue Documents
would be recognised by the English courts as its legal, valid and binding obligations and would be enforceable in the English courts.
2.4
Subordination
The subordination provisions applicable to the Dated Subordinated Debt Securities set out in Section 12.01 of the Dated Debt Indenture and Sections 5.03(b) and
12.01 of the Contingent Convertible Indenture constitute legal, valid, binding and enforceable obligations of the Company.
2.5
Taxation statements in the Registration Document
The statements in the Registration Statement under the heading “Tax Considerations - United Kingdom Taxation of Debt Securities” are correct in all material
respects.
-4-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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3.
ADDRESSEES AND PURPOSE
The scope and content of this Opinion solely have regard to the interest of the Company in accordance with its instructions. This Opinion is provided in connection
with the Company’s F-3 Registration Statement and is addressed to and is solely for the Company 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.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to us under the headings “Tax
Considerations – United Kingdom Taxation of Debt Securities”, “Service of Process and Enforcement of Liabilities” and “Validity of Securities” in the Prospectus
included in the Registration Statement. 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 Commission thereunder.
Yours faithfully,
/s/ CLIFFORD CHANCE LLP
-5-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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SCHEDULE 1
DOCUMENTS, SEARCHES AND ENQUIRIES
1.
DOCUMENTS
We have reviewed only the following documents for the purposes of this Opinion.
(a)
A copy of the Registration Statement.
(b)
A draft of the Senior Debt Indenture in the form attached to the Registration Statement.
(c)
A draft of the Dated Debt Indenture in the form attached to the Registration Statement.
(d)
A copy of the Contingent Convertible Indenture.
(e)
A copy of the certificate of incorporation dated 20 July 1896 (and certificate of incorporation on change of name dated 1 January 1985) of the
Company.
(f)
A copy of the certificate of re-registration of the Company dated 1 January 1985.
(g)
A certified copy of the articles of association of the Company as adopted by special resolution passed on 30 April 2010 and amended by special
resolution passed on 25 April 2013.
(h)
A copy of extracts from the minutes of a meeting of the board of directors of the Company held on 14 April 1994, certified a true copy by Patrick
Gonsalves.
(i)
A copy of extracts from the minutes of a meeting of the board of directors of the Company held on 14 February 2008, certified as a true copy by
Charlotte Brehaut.
(j)
A copy of the minutes of a meeting of the board of directors of the Company held on 26 July 2012.
(k)
A certified copy of the written resolution of the Fund Raising Committee of the board of directors of the Company dated 12 July 2013.
(l)
A certified copy of the written resolution of the Fund Raising Committee of the Company passed on 8 November 2013.
-6-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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2.
(m)
A certified copy of the minutes of a meeting of the board of directors of the Company held on 12 December 2013.
(n)
A copy of the approval by the Group Finance Director and written resolutions of the Treasury Committee of the Company passed on 1 May 2014.
(o)
A copy of the AGM Resolutions.
SEARCHES AND ENQUIRIES
We have undertaken only the following searches and enquiries for the purposes of this Opinion.
(a)
A search was conducted with the Registrar of Companies in respect of the Company on 2 May 2014.
(b)
An enquiry by telephone was made at the Companies Court in London of the Central Index of Winding Up Petitions on 2 May 2014 at 12:23 p.m.
with respect to the Company.
-7-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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SCHEDULE 2
ASSUMPTIONS
1.
2.
ORIGINAL AND GENUINE DOCUMENTATION
(a)
All 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 are complete and conform to the originals.
(b)
Any certification referred to in Schedule 1 (Documents, Searches and Enquiries) is correct in all respects.
(c)
The copies of the certificate of incorporation, certificate of incorporation on change of name, certificate of re-registration, articles of association
and terms of reference for the Treasury Committee of the Company provided to us are accurate and complete as of the date of this Opinion.
CORPORATE AUTHORITY
(a)
There have been no amendments to the form of the constitutional documents of the Company referred to in Schedule 1 (Documents, Searches and
Enquiries ).
(b)
The resolutions of the board of directors, the committee of directors (including the Fund Raising Committee) and the Treasury Committee of the
Company referred to in Schedule 1 (Documents, Searches and Enquiries) were duly passed and adopted at properly constituted and quorate
meetings of duly appointed directors or, as the case may be, duly appointed committees of the Company.
(c)
The resolutions referred to in paragraph (b) above and the approval of the Group Finance Director referred to in Schedule 1 ( Documents,
Searches and Enquiries ) have not been amended or rescinded and are in full force and effect at the time the Company enters into the Issue
Documents.
(d)
The AGM Resolutions referred to in Schedule 1 (Documents, Searches and Enquiries):
(i)
were duly passed at properly constituted and quorate meetings of the shareholders of the Company; and
(ii)
have not been amended or rescinded and are in full force and effect.
-8-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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3.
(e)
The extracts from the minutes referred to in Schedule 1 (Documents, Searches and Enquiries) are true records of the proceedings at the meetings
of the board of directors and/or of the committee of directors of the Company.
(f)
Each director has disclosed any interest which he may have in the transactions contemplated by the Issue Documents in accordance with the
provisions of the Companies Act 2006 and the articles of association of the Company and none of the directors of the Company has any interest in
such transactions except to the extent permitted by the articles of association of the Company.
(g)
In resolving to sign the Registration Statement, any prospectus supplement and any documents issued in connection therewith, including the Issue
Documents, the Fund Raising Committee, the Treasury Committee, the Group Finance Director and the Board of Directors of the Company acted
(and when electing to issue any Securities (constituted by the Issue Documents) or Shares, will act) in good faith to promote the success of the
Company for the benefit of its members and in accordance with any other duty, breach of which could give rise to such transactions being
avoided.
(h)
The entry into and execution of the Issue Documents is duly authorised by the Company in accordance with the resolutions in writing referred to
in Schedule 1 ( Documents, Searches and Enquiries ).
CORPORATE CAPACITY OF THE PARTIES OTHER THAN THE COMPANY
Each party (other than the Company) to the Issue Documents has or, once executed, would have, the capacity, power and authority to enter into and to exercise its
rights and to perform its obligations under the Issue Documents.
-9-
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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4.
EXECUTION OF DOCUMENTS
The Issue Documents are or, once executed, would be, duly executed and delivered by each party thereto and would be executed by a person duly authorised pursuant
to the approval and written resolutions referred to in paragraph (n) of Schedule 1 ( Documents, Searches and Enquiries ).
5.
6.
DOCUMENTS NOT GOVERNED BY ENGLISH LAW
(a)
The obligations expressed to be assumed by the parties to the Issue Documents, if executed, constitute their legal, valid, binding and enforceable
obligations under the laws of the State of New York (other than Section 12.01 of the Dated Debt Indenture and Sections 5.03(b) and 12.01 of the
Contingent Convertible Indenture) and words and phrases used in the Issue Documents have the same meaning and effect as they would if the
Issue Documents were governed by English law.
(b)
The submission to the jurisdiction of any federal or state court in the Borough of Manhattan, The City and State of New York by the Company
contained in the Issue Documents 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 Issue Documents is a valid choice under the laws of the State of New York.
OTHER ARRANGEMENTS AND ACTS
(a)
Save for those listed in Schedule 1 (Documents, Searches and Enquiries), there is no other agreement, instrument, other arrangement or
relationship between any of the parties to the Issue Documents which modifies, supersedes or conflicts with any of the Issue Documents.
(b)
All acts, conditions or things required to be fulfilled, performed or effected in connection with the Issue Documents under the laws of any
jurisdiction other than England have been duly fulfilled, performed and effected.
(c)
That the Issue Documents will be, if executed, entered into in the form as reviewed by us for the purpose of this Opinion and outlined above.
- 10 -
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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7.
TAX MATTERS
The Company 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 Company as disclosed by the searches and enquiries referred to in Schedule 1 ( Documents, Searches and
Enquiries ) and those searches and enquiries are complete and accurate in all respects. However, it is our experience that the searches and enquiries referred to in
paragraphs 2(a) and (b) of Schedule 1 ( Documents, Searches and Enquiries ) may be unreliable. In particular, they are not conclusively capable of disclosing whether
or not insolvency proceedings have been commenced in England.
9.
OTHER LAWS
All acts, conditions or things required to be fulfilled, performed or effected in connection with the Shares under the laws of any jurisdiction other than England have
been duly fulfilled, performed and effected.
- 11 -
Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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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. In particular:
(a)
paragraph 2.3 is subject to any limitations arising from a reconstruction, arrangement or compromise (whether or not effected under Part 26 of the
Companies Act), a scheme within the meaning of Part VII of the FSMA, insolvency, liquidation, administration, moratorium, reorganisation and
similar laws generally affecting the rights 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)
in some circumstances an English court may, and in certain circumstances it must, terminate or suspend proceedings commenced before it, or
decline to restrain proceedings commenced in another court, notwithstanding the provisions of the Notes providing that the courts of England
have jurisdiction in relation to the subject matter of those proceedings;
(g)
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 conduct and the English courts will generally not enforce
an obligation if there has been fraud; and
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Source: BARCLAYS PLC, F-3ASR, May 02, 2014
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(h)
2.
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.
BANKING ACT 2009
The opinions set out in this letter are subject to any limitations arising from any measures taken in relation to a bank, or a holding company of a bank or a building
society (as such terms are defined in Part 1 of the Banking Act 2009, as amended (the “ Banking Act ”)) or any changes in law made pursuant to the powers
contained in Part 1 of the Banking Act which are designed to address the situation where all or part of the business of a bank or building society has encountered, or is
likely to encounter, financial difficulties.
3.
OTHER QUALIFICATIONS
(a)
(b)
The confirmation provided in paragraph 2.5 is subject to the following specific reservations:
(i)
We give no confirmation as to any section of the Registration Statement other than the confirmation set out in paragraph 2.5; and
(ii)
The confirmation is given solely on the basis set out in paragraph 2.5 and in particular is limited to matters governed by English law, the
tax law of the United Kingdom and HMRC’s practice in force or applied in the United Kingdom as at today’s date.
No opinion is given as to the title to the Shares including, but without limitation, as to whether