Transcription
PROSPECTUSINVESTEC BANK PLC(incorporated with limited liability in England and Wales with registered number 489604)as Issuer ofEUR 95 per cent. Capital Protected Old Mutual Global Equity Absolute ReturnFund Linked Upside Notes due 2023 (the "Series 598 Notes")EUR 90 per cent. Capital Protected Old Mutual Global Equity Absolute ReturnFund Linked Upside Notes due 2023 (the "Series 599 Notes")This document is a prospectus (the "Prospectus"), prepared for the purposes of Article 5(1) of Directive2003/71/EC (and amendments thereto, including Directive 2010/73/EU, the "Prospectus Directive").This Prospectus contains information relating to the Series 598 Notes and the Series 599 Notes (together,the "Notes") issued by Investec Bank plc, a limited liability company (incorporated under the laws ofEngland and Wales, with its registered office at 2 Gresham Street, London EC2V 7QP, registered undernumber 489604 (the "Issuer").The Notes are issued under GBP 2,000,000,000 Impala Bonds Programme (the "Programme").This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank") as competentauthority under the Prospectus Directive. The Central Bank only approves this Prospectus as meeting therequirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has beenmade to the Irish Stock Exchange plc trading as Euronext Dublin (the "Irish Stock Exchange") for theNotes to be admitted to the Official List and trading on its regulated market. There can be no assurancethat any such listing will be obtained, or if obtained, will be maintained. References in this Prospectus toNotes being 'listed" (and all related references) shall mean that such Notes have been admitted to tradingon the regulated market of the Irish Stock Exchange and have been admitted to the Official List (the"Official List"). The regulated market of the Irish Stock Exchange is a regulated market for the purposesof the Markets in Financial Instruments Directive (Directive 2004/39/EC, as amended by Directive2014/65/EU). This Prospectus constitutes a "prospectus" for the purposes of the Prospectus Directive.Arranger and DealerInvestec Bank plcThe date of this Prospectus is 17 April 2018171864-4-12455-v6.070-40583779
IMPORTANT NOTICESImportant information relating to financial intermediariesFinancial intermediaries may only use this Prospectus if authorised by the Issuer to do so.Accordingly, investors are advised to check both the website of any financial intermediary usingthis Prospectus and the website of the Issuer (www.investecstructuredproducts.com) to ascertainwhether or not such financial intermediary has the consent of the Issuer to use this Prospectus.The Issuer gives its express consent to the use of this prospectus by a financial intermediary thatsatisfies the relevant conditions applicable to such consent with respect to the subsequent resale orfinal placement of securities by any such financial intermediary. Subject to the conditions set outbelow under "Common conditions to consent", the Issuer consents to the use of this Prospectus inconnection with a Public Offer of the Notes by any financial intermediary in Ireland provided it isauthorised to make such offers under the Markets in Financial Instruments Directive (as definedbelow) and publishes on its website that it is using this Prospectus for the purposes of such PublicOffer in accordance with the consent of the Issuer.The conditions to the Issuer's consent are that such consent (a) is only valid in respect of the Notes;(b) is only valid during the Offer Period specified herein; and (c) only extends to the use of thisProspectus to make Public Offers of the Notes in Ireland.Please see below for more important legal information relating to financial intermediaries.Use of this ProspectusThis Prospectus has been prepared for the purposes of (i) providing disclosure information withregard to the Notes and (ii) the public offering (including any offering which is a resale or finalplacement) of the Notes to retail investors in Ireland in circumstances where there is no exemptionfrom the obligation under the Prospectus Directive to publish a prospectus. Any such offer isreferred to in this Prospectus as a "Public Offer".This Prospectus may only be used for the purposes for which it has been published.Responsibility for information in the ProspectusThe Issuer accepts responsibility for the information contained in this Prospectus and declares that,having taken all reasonable care to ensure that such is the case, the information contained in thisProspectus is, to the best of its knowledge, in accordance with the facts and contains no omissionlikely to affect its import.Except for Investec Bank plc (which as Issuer takes responsibility for this Prospectus as describedabove), no dealer (being the Issuer and any other person from time to time to whom Notes areissued and who is appointed by the Issuer as a dealer under the Programme (each, a "Dealer" andtogether, the "Dealers")), nor Deutsche Trustee Company Limited (the "Trustee") haveindependently verified the information contained herein. Accordingly, no representation, warrantyor undertaking, express or implied, is made and no responsibility or liability is accepted by theDealers, the Agents or the Trustee as to the accuracy or completeness of the information containedor incorporated in this Prospectus or any other information provided by the Issuer in connectionwith the Programme or the Notes. Neither the Dealers nor the Trustee accepts any liability inrelation to the information contained or incorporated by reference in this Prospectus or any otherinformation provided by the Issuer in connection with the Programme or the Notes.No person is or has been authorised by the Issuer, the Dealers or the Trustee to give anyinformation or to make any representation not contained in or not consistent with this Prospectusor any other information supplied in connection with the Programme or the Notes and, if given ormade, such information or representation must not be relied upon as having been authorised by theIssuer, any of the Dealers or the Trustee.The Issuer accepts responsibility for the content of this Prospectus in relation to any person inIreland to whom an offer of any Notes is made by any financial intermediary to whom the Issuer171864-4-12455-v6.0- i-70-40583779
has given its consent to use this Prospectus, where the offer is made during the period for whichthat consent is given and is in compliance with all other terms and conditions attached to the givingof the consent, all as mentioned in this Prospectus.The following section explains the circumstances in which the Issuer's consent to such use of thisProspectus is given.Issuer's consent to use of this ProspectusThe Issuer gives its express consent to the use of the prospectus by a financial intermediary thatsatisfies the relevant conditions applicable to such consent with respect to the subsequent resale orfinal placement of securities by any such financial intermediary. Subject to the conditions set outbelow under "Common conditions to consent", the Issuer consents to the use of this Prospectus inconnection with a Public Offer of the Notes by any financial intermediary in Ireland which isauthorised to make such offers under the Markets in Financial Instruments Directive (as definedbelow) and publishes on its website the following statement (with the information in squarebrackets being completed with the relevant information):"We, [insert legal name of financial intermediary], refer to the prospectus (the"Prospectus") relating to the EUR 95 per cent. Capital Protected Old Mutual Global EquityAbsolute Return Fund Upside Notes due 2023 (the "Series 598 Notes") and the EUR 90 percent. Capital Protected Old Mutual Global Equity Absolute Return Fund Upside Notes due2023 (the "Series 599 Notes") issued under the 2,000,000,000 Impala Bonds Programme(the "Notes") by Investec Bank plc (the "Issuer"). We agree to use the Prospectus inconnection with the offer of the Notes in Ireland in accordance with the consent of theIssuer in the Prospectus and subject to the conditions to such consent specified in theProspectus as being the "Common conditions to consent"."Any new information with respect to any financial intermediary or intermediaries unknown at thetime of the approval of this Prospectus will be published on the Issuer's website(www.investecstructuredproducts.com).Common conditions to consent: The conditions to the Issuer's consent are that such consent (a) isonly valid in respect of the Notes; (b) is only valid during the Offer Period specified in thisProspectus; and (c) only extends to the use of this Prospectus to make Public Offers of the Notes inIreland.Accordingly, investors are advised to check both the website of any financial intermediary using thisProspectus and the website of the Issuer (www.investecstructuredproducts.com) to ascertain whether ornot such financial intermediary has the consent of the Issuer to use this Prospectus.An investor intending to acquire or acquiring any Notes from an offeror other than the Issuer willdo so, and offers and sales of such Notes to an investor by such offeror will be made, in accordancewith any terms and conditions and other arrangements in place between such offeror and suchinvestor including as to price, allocations, expenses and settlement arrangements.IN THE EVENT OF AN OFFER OF NOTES BEING MADE BY A FINANCIALINTERMEDIARY, THE FINANCIAL INTERMEDIARY WILL PROVIDE TO INVESTORSTHE TERMS AND CONDITIONS OF THE OFFER AT THE TIME THE OFFER IS MADEINCLUDING BUT NOT LIMITED TO THE PERCENTAGE PRICE FOR THE NOTES.Risk warnings relating to the ProspectusNeither this Prospectus nor any other information supplied in connection with the Programme orthe Notes should be considered as a recommendation by the Issuer or any of the Dealers or theTrustee that any recipient of this Prospectus or any other information supplied in connection withthe Programme or the Notes should purchase any Notes. Each person (an "investor") intending toacquire or acquiring any securities from any person (an "Offeror") contemplating purchasing theNotes should make its own independent investigation of the financial condition and affairs, and itsown appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any otherinformation supplied in connection with the Programme or the issue of the Notes constitutes an171864-4-12455-v6.0- ii-70-40583779
offer or invitation by or on behalf of the Issuer, any of the Dealers or the Trustee to any person tosubscribe for or to purchase the Notes.Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in anycircumstances imply that the information contained herein concerning the Issuer is correct at anytime subsequent to the date hereof or that any other information supplied in connection with theProgramme is correct as of any time subsequent to the date indicated in the document containingthe same. The Dealers and the Trustee expressly do not undertake to review the financial conditionor affairs of the Issuer or to advise any investor in the Notes of any information coming to theirattention. Prospective investors should review, inter alia, the most recently published documentsincorporated by reference into this Prospectus when deciding whether or not to purchase the Notes.Prospective investors considering acquiring the Notes should understand the risks of transactionsinvolving the Notes and should reach an investment decision only after carefully considering, withtheir financial, legal, regulatory, tax, accounting and other advisers, the suitability of the Notes inlight of their particular circumstances (including without limitation their own financialcircumstances and investment objectives and the impact the Notes will have on their overallinvestment portfolio) and the information contained in this Prospectus. Prospective investorsshould consider carefully the risk factors set out under "Risk Factors" in this Prospectus.This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes inany jurisdiction to any person to whom it is unlawful to make the offer or solicitation in suchjurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted bylaw in certain jurisdictions. The Issuer, the Dealers and the Trustee do not represent that thisProspectus may be lawfully distributed, or that the Notes may be lawfully offered, in compliancewith any applicable registration or other requirements in any such jurisdiction, or pursuant to anexemption available thereunder, or assume any responsibility for facilitating any such distributionor offering. In particular, no action has been taken by the Issuer, the Dealers or the Trustee whichis intended to permit a public offering of the Notes or distribution of this Prospectus in ajurisdiction where action for that purpose is required other than Ireland. Persons into whosepossession this document or the Notes come must inform themselves, about, and observe, any suchrestrictions. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither thisProspectus nor any advertisement or other offering material may be distributed or published inany jurisdiction, except under circumstances that will result in compliance with any applicable lawsand regulations. Persons into whose possession this Prospectus or the Notes may come must informthemselves about, and observe, any such restrictions on the distribution of this Prospectus and theoffering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectusand the offer or sale of Notes in the United States, the European Economic Area (including theUnited Kingdom), Switzerland, the Channel Islands, the Isle of Man and South Africa (see"Subscription and Sale").The Notes are designed for investors who are or have access to a suitably qualified independentfinancial adviser or who have engaged a suitably qualified discretionary investment manager, inorder to understand the characteristics and risks associated with structured financial products.The Notes are unsecured obligations. The Notes are not deposits and they are not protected underthe UK's Financial Services Compensation Scheme or any deposit protection insurance scheme.InterpretationAll references herein to "Sterling" and " " are to the lawful currency of the United Kingdom, allreferences herein to "euro" and " " are to the single currency introduced at the start of the thirdstage of European economic and monetary union pursuant to the Treaty establishing the EuropeanCommunity, as amended from time to time by the Treaty on European Union.171864-4-12455-v6.0- iii-70-40583779
CONTENTSPageSUMMARY . 1RISK FACTORS . 12INCORPORATION BY REFERENCE . 21TERMS AND CONDITIONS OF THE NOTES . 22PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM. 100TAXATION . 103SUBSCRIPTION AND SALE OF NOTES . 107GENERAL INFORMATION . 109171864-4-12455-v6.0- iii-70-40583779
SUMMARYSummaries are made up of disclosure requirements known as "Elements". These elements are numberedin Sections A – E (A.1 – E.7).This summary contains all the Elements required to be included in a summary for this type of securitiesand issuer. Because some Elements are not required to be addressed, there may be gaps in the numberingsequence of the Elements.Even though an Element may be required to be inserted in the summary because of the type of securitiesand issuer, it is possible that no relevant information can be given regarding the Element. In this case, ashort description of the Element is included in the summary with the mention of "Not Applicable".Section A – Introduction and WarningsA.1Introduction:This summary must be read as an introduction to this Prospectus in relation tothe Notes and any decision to invest in the Notes should be based on aconsideration of this Prospectus, including the documents incorporated byreference herein, and this summary, as a whole.Where a claim relating to the information contained in this Prospectus isbrought before a court in a Member State of the European Economic Area,the claimant may, under the national legislation of the Member State, berequired to bear the costs of translating the Prospectus before the legalproceedings are initiated.Civil liability attaches only to those persons who have tabled the summaryincluding any translation thereof, but only if the summary is misleading,inaccurate or inconsistent when read together with the other parts of thisProspectus or it does not provide, when read together with the other parts ofthis Prospectus, key information in order to aid Investors when consideringwhether to invest in the Notes.A.2Consent:The Issuer gives its express consent to the use of the Prospectus by afinancial intermediary that satisfies the relevant conditions applicable to suchconsent, and accepts the responsibility for the content of the Prospectus, withrespect to the subsequent resale or final placement of securities by any suchfinancial intermediary to retail investors in Ireland in circumstances wherethere is no exemption from the obligation under the Prospectus Directive topublish a prospectus (any such offer being a "Public Offer").Subject to the "Common conditions to consent" set out below, the Issuerhereby grants its consent to the use of this Prospectus in connection with aPublic Offer of the Notes by any financial intermediary in Ireland which isauthorised to make such offers under the Financial Services and Markets Act2000, as amended, or other applicable legislation implementing Directive2004/39/EC (the "Markets in Financial Instruments Directive") andpublishes on its website the following statement (with the information insquare brackets being completed with the relevant information):"We, [insert legal name of financial intermediary], refer to the Prospectus(the "Prospectus") relating the EUR 95 per cent. Capital Protected OldMutual Global Equity Absolute Return Fund Upside Notes due 2023 (the"Series 598 Notes") and the EUR 90 per cent. Capital Protected Old MutualGlobal Equity Absolute Return Fund Upside Notes due 2023 (the "Series 599Notes") issued under the 2,000,000,000 Impala Bonds Programme (the"Notes") by Investec Bank plc (the "Issuer"). We agree to use the Prospectusin connection with the offer of the Notes in Ireland in accordance with theconsent of the Issuer in the Prospectus and subject to the conditions to suchconsent specified in the Prospectus as being the "Common conditions to171864-4-12455-v6.0- 1-70-40583779
Section A – Introduction and Warningsconsent"."Common conditions to consent: The conditions to the Issuer's consent are thatsuch consent (a) is only valid in respect of the Notes; (b) is only valid duringthe Offer Period specified in the Prospectus; and (c) only extends to the useof this Prospectus to make Public Offers of Notes in Ireland.Accordingly, investors are advised to check both the website of any financialintermediary using this Prospectus and the website of the Issuer(www.investecstructuredproducts.com) to ascertain whether or not suchfinancial intermediary has the consent of the Issuer to use this Prospectus.An investor intending to acquire or acquiring any Notes from an offeror otherthan the Issuer will do so, and offers and sales of such Notes to an investor bysuch offeror will be made, in accordance with any terms and conditions andother arrangements in place between such offeror and such investor includingas to price, allocations, expenses and settlement arrangements.In the event of an offer of Notes being made by a financial intermediary,the financial intermediary will provide to investors the terms andconditions of the offer at the time the offer is made.Section B – IssuerB.1B.2Legal andcommercialname of theIssuer:Domicile andlegal form ofthe Issuer:The legal name of the issuer is Investec Bank plc (the "Issuer").The Issuer is a public limited company registered in England and Walesunder registration number 00489604. The liability of its members is limited.The Issuer was incorporated as a private limited company with limitedliability on 20 December 1950 under the Companies Act 1948 and registeredin England and Wales under registered number 00489604 with the nameEdward Bates & Sons Limited. Since then it has undergone changes of name,eventually re-registering under the Companies Act 1985 on 23 January 2009as a public limited company and is now incorporated under the name InvestecBank plc.The Issuer is subject to primary and secondary legislation relating to financialservices and banking regulation in the United Kingdom, including, inter alia,the Financial Services and Markets Act 2000, for the purposes of which theIssuer is an authorised person carrying on the business of financial servicesprovision. In addition, as a public limited company, the Issuer is subject tothe UK Companies Act 2006.B.4bTrends:171864-4-12455-v6.0The Issuer, in its unaudited half yearly financial report for the six monthperiod ended 30 September 2017, reported a decrease of 6.9% in operatingprofit before goodwill and acquired intangibles and after non-controllinginterests to 79.285 million (September 2016: 85.160 million). The balancesheet remains strong, supported by sound capital and liquidity ratios. At 30September 2017, the Issuer had 4.9 billion of cash and near cash to supportits activities, representing 43% of its customer deposits. Customer depositshave decreased by less than 0.1% since 31 March 2017 to 11.2 billion at 30September 2017. The Issuer's loan to deposit ratio was 79.1% as at 30September 2017 (March 2017: 76.2%). At 30 September 2017, the Issuer's- 2-70-40583779
Section B – Issuertotal capital adequacy ratio was 16.0% and its common equity tier 1 ratio was12.1%. The Issuer's anticipated 'fully loaded' common equity tier 1 ratio andleverage ratio are 12.1% and 8.2%, respectively (where 'fully loaded' is basedon Capital Requirements Regulation ("CRR") requirements as fully phasedin by 2022). These disclosures incorporate the deduction of foreseeabledividends as required by the CRR and European Banking Authority technicalstandards. Excluding this deduction, the common equity tier 1 ratio would be0.14% higher. The credit loss charge as a percentage of average gross coreloans and advances has decreased from 0.90% at 31 March 2017 to 0.84%.The Issuer's gearing ratio remains low with total assets to equity decreasingto 9.3 times at 30 September 2017.B.5The group:The Issuer is the main banking subsidiary of Investec plc, which is part of aninternational banking group with operations in three principal markets: theUnited Kingdom and Europe, Asia/Australia and South Africa. The Issueralso holds certain of the Investec group's UK and Australia based assets andbusinesses.B.9Profit Forecast:Not Applicable.B.10Audit ReportQualifications:Not Applicable. There are no qualifications in the audit reports on theaudited, consolidated financial statements of the Issuer and its subsidiaryundertakings for the financial years ended 31 March 2017 or 31 March 2016.B.12Key FinancialInformation:The selected financial information set out below has been extracted withoutmaterial adjustment from the audited consolidated financial statements of theIssuer for the years ended 31 March 2016 and 31 March 2017 and theunaudited half yearly financial report of the Issuer for the six month periodended 30 September 2016 and the six month period ended 30 September2017.Six Months Ended30 September20172016Financial featuresOperating profit beforeamortisation of acquiredintangibles, nonoperating items, taxationand after non-controllinginterests ( '000) .Earnings attributable toordinary shareholders( '000)Costs to income ratio .Total capital resources(including subordinatedliabilities) ( '000) .Total shareholders'equity ( '000) .Total assets ( '000) .Net core loans andadvances ( '000) .Customer accounts(deposits) ( '000) .Cash and near cashbalances ( '000) .Funds undermanagement ( '000) .Capital adequacy ratio .171864-4-12455-v6.0- 3-Year Ended31 .6%30,100,00017.0%70-40583779
Section B – IssuerCommon equity tier 112.1%11.8%12.2%11.9%ratio.There has been no significant change in the financial or trading position ofthe Issuer and its group since 30 September 2017, being the end of the mostrecent financial period for which it has published financial statements.There has been no material adverse change in the prospects of the Issuersince the financial year ended 31 March 2017, the most recent financial yearfor which it has published audited financial statements.B.13Recent Events:Not Applicable. There have been no recent events particular to the Issuerwhich are to a material extent relevant to the evaluation of its solvency.B.14Dependenceupon otherentities withinthe Group:The Issuer’s immediate parent undertaking is Investec 1 Limited. TheIssuer’s ultimate parent undertaking and controlling party is Investec plc.The Issuer’sPrincipalActivities:The principal business of the Issuer consists of wealth and investment andspecialist banking.B.15The Issuer and its subsidiaries form a UK-based group (the "Group"). TheIssuer conducts part of its business through its subsidiaries and is accordinglydependent upon those members of the Group. The Issuer is not dependent onInvestec plc.The Issuer is an international, specialist banking group and asset managerwhose principal business involves provision of a diverse range of financialservices and products to a select client base in the United Kingdom andEurope and Australia/Asia and certain other countries. As part of its business,the Issuer provides investment management services to private clients,charities, intermediaries, pension schemes and trusts as well as specialistbanking services focusing on corporate advisory and investment activities,corporate and institutional banking activities and private banking activities.B.16ControllingPersons:The whole of the issued share capital of the Issuer is owned directly byInvestec 1 Limited, the ultimate parent undertaking and controlling party ofwhich is Investec plc.Section C – SecuritiesC.1Description ofType and Classof Securities:Issuance in series: The Notes will be issued in two series ("Series"), Series598 and Series 599. Each Series will initially be comprised of an initialtranche.The Notes of each Series are issued in bearer form.Security Identification Number(s):Series NumberISIN Code:Common Code:Sedol:171864-4-12455-v6.0- N/AN/A70-40583779
Section C – SecuritiesC.2Currency of theSecuritiesIssue:The Specified Currency of each Series of Notes is EUR.C.5FreeTransferability:The Notes are freely transferable. However, applicable securities laws incertain jurisdictions impose restrictions on the offer and sale of the Notes andaccordingly the Issuer and the dealers have agreed restrictions on the offer,sale and delivery of the Notes in the United States, the European EconomicArea, Isle of Man, South Africa, Switzerland, Guernsey and Jersey, and suchother restrictions as may be required in connection with the offering and saleof a particular Tranche of Notes in order to comply with relevant securitieslaws.C.8The RightsAttaching to theSecurities,includingRanking andLimitations tothose Rights:Status: Each Series of Notes is unsecured. The Notes of each Series willconstitute direct, unconditional, unsubordinated unsecured obligations of theIssuer that will rank pari passu among themselves and (save for certainobligations required to be preferred by law) equally with all other unsecuredobligations (other than subordinated obligations, if any) of the Issuer fromtime to time outstanding.Investors investing in unsecured Notes are advised to carefully evaluate theIssuer's credit risk when considering an investment in such Notes. If theIssuer became unable to pay amounts owed to the investor under theunsecured Notes, such investor does not have recourse to the underlying orany other security/collateral and, in a worst case scenario, investors may notreceive any payments under the Notes. The Notes of each Series areunsecured obligations. They are not deposits and they are not protected underthe UK's Financial Services Compensation Scheme or any deposit protectioninsurance scheme.Denomination: The Notes of each Series will be issued in denominations ofEUR 1,000 plus increments of EUR 1.00Taxation: All payments in respect of the Notes will be made wi
Capital Protected Old Mutual Global Equity Absolute Return Fund Upside Notes due 2023 (the "Series 599 Notes") issued under the 2,000,000,000 Impala Bonds Programme (the "Notes") by Investec Bank plc (the "Issuer"). We agree to use the Prospectus in connection with the offer of the Notes in Ireland in accordance with the consent of the .
