Filed pursuant to Rule 424(b)(2)
Registration statement No. 333-216377
Prospectus Supplement to Prospectus dated March 1, 2017
GBP 1,250,000,000 3.250% Fixed Rate Senior Notes due 2033
Barclays PLC
We, Barclays PLC (the
Issuer or Barclays), are issuing £1,250,000,000 aggregate principal amount of 3.250% Fixed Rate Senior Notes due 2033 (the notes).
From (and including) the date of issuance, interest will accrue on the notes at a rate of 3.250% per annum. Interest will be payable annually in arrear, on
January 17 in each year, commencing on January 17, 2019.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations
ranking
pari passu
without any preference among themselves. In the event of our
winding-up
or administration, the notes will rank
pari passu
with all our other outstanding unsecured and
unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
We may, at our option, redeem the notes, in
whole or in part, pursuant to the Make-Whole Redemption (as defined below) at any time on or after July 17, 2018 (six months following the Issue Date (as defined below) of the notes) on the terms and subject to the provisions set forth in this
prospectus supplement under
Description of Senior NotesOptional Redemption.
We may also, at our option, at any time, redeem the notes, in whole but not in part, at an amount equal to 100% of the principal amount of the notes
being redeemed together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the redemption date, upon the occurrence of certain events related to taxation on the terms described in this
prospectus supplement under
Description of Senior NotesTax Redemption.
We may also, at our option, at any time, redeem the notes, in whole but not in part, at an amount equal to 100% of the principal amount of the notes
being redeemed together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the redemption date, upon the occurrence of certain regulatory events relating to certain minimum requirements
for own funds and eligible liabilities and/or loss absorbing capacity instruments on the terms described in this prospectus supplement under
Description of Senior NotesLoss Absorption Disqualification Event Redemption
. Any
redemption or repurchase of the notes is subject to the provisions described in this prospectus supplement under
Description of Senior NotesCondition to Redemption
and
Description of Senior NotesConditions to
Repurchase
.
Upon the occurrence of certain regulatory events relating to certain minimum requirements for own funds and eligible liabilities
and/or loss absorbing capacity instruments, we may, at our option, substitute the events of default applicable to the notes with more limited enforcement events and remedies as described in this prospectus supplement under
Description of
Senior NotesEnforcement Events and Remedies Following an Events of Default Substitution.
We will apply to list the notes on the New York
Stock Exchange (NYSE) under the symbol BCS33.
MiFID II product governance / Professional investors and ECPs only target
marketSolely for the purposes of each manufacturers product approval process pursuant to the requirements of Article 9(8) of the Product Governance Rules regarding the mutual responsibilities of manufacturers under the Product Governance
Rules, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a Distributor) should take into consideration the manufacturers
target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers target market assessment) and
determining appropriate distribution channels. For the purposes of this provision the expression MiFID II means Directive 2014/65/EU, as amended and the expression Product Governance Rules means the MIFID Product Governance
rules under EU Delegated Directive 2017/593.
IMPORTANTPRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for
offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.
Notwithstanding any other agreements, arrangements, or understandings between us and any holder or beneficial owner of the
notes, by acquiring the notes, each holder and beneficial owner of the notes acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K.
Bail-in
Power (as defined herein) by the
Relevant U.K. Resolution Authority (as defined herein) that may result in (i) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the notes; (ii) the conversion of all, or a portion of, the
principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person (and the issue to, or conferral on, the holder or beneficial owner of the notes of such shares, securities or
obligations); and/or (iii) the amendment or alteration of the maturity of the notes, or amendment of the amount of interest due on the notes, or the dates on which interest becomes payable, including by suspending payment for a temporary
period; which U.K.
Bail-in
Power may be exercised by means of a variation of the terms of the notes solely to give effect to the exercise by the Relevant U.K. Resolution Authority of such U.K.
Bail-in
Power. For more information, see the section entitled
Description of Senior NotesAgreement with Respect to Exercise of U.K.
Bail-in
Power
in this prospectus supplement.
By its acquisition of the notes, each holder and beneficial owner of the notes, to the extent
permitted by the U.S. Trust Indenture Act of 1939, as amended (the Trust Indenture Act), also waives any and all claims against the Trustee (as defined herein) for, agrees not to initiate a suit against the Trustee in respect of, and
agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K.
Bail-in
Power by the Relevant U.K.
Resolution Authority with respect to the notes. For more information, see the section entitled
Description of Senior NotesAgreement with Respect to Exercise of U.K.
Bail-in
Power
in this prospectus supplement.
By its acquisition of the notes, each holder and beneficial owner of the notes acknowledges,
accepts, agrees to be bound by, and consents to, the substitution of the events of default applicable to the notes with more limited enforcement events and remedies upon the occurrence of certain regulatory events relating to certain minimum
requirements for own funds and eligible liabilities and/or loss absorbing capacity instruments, at our option, without the need for us to obtain any consent from such noteholder. For more information, see the sections entitled
Description of Senior NotesEvents of Default Substitution
and
Enforcement Events and Remedies Following an Events of Default Substitution
in this prospectus supplement.
Investing in the notes involves risks. We encourage you to read and carefully consider this document in its entirety, in particular the
risk
factors
beginning on page
S-18
of this prospectus supplement and risk factors in Risk ReviewMaterial existing and emerging risks on pages
88-96
of
our Annual Report on
Form 20-F
for the year ended December 31, 2016, which is incorporated by reference herein, and the other information included and incorporated by reference in this prospectus
supplement and the accompanying prospectus, for a discussion of the factors you should carefully consider before deciding to invest in the notes.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes or determined that this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not deposit liabilities of
Barclays PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.
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Price to Public
(1)
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Underwriting
Compensation
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Proceeds, before
expenses, to
Barclays PLC
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Per note
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99.845
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%
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0.500
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%
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99.345
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%
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Total
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£
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1,248,062,500
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£
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6,250,000
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£
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1,241,812,500
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(1)
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Plus accrued interest, if any, from and including January 17, 2018.
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The underwriters expect to deliver the
notes to purchasers in book-entry form only through the facilities of Clearstream Banking, S.A. (Clearstream, Luxembourg), or Euroclear Bank S.A./N.V. (Euroclear), on or about January 17, 2018. Beneficial interests in the
notes will be held through Clearstream, Luxembourg and/or Euroclear and their respective direct and indirect participants, and such direct and indirect participants will record beneficial interests on their books.
Global Coordinator
Barclays
Banco Bilbao
Vizcaya Argentaria, S.A.Danske BankINGStandard Chartered BankWells Fargo Securities
Prospectus Supplement dated January 8, 2018